UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
AMENDMENT No. 10
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-----------------------
SENECA FOODS CORPORATION
(Name of Issuer)
Class A Common Stock, par value $0.25
Class B Common Stock, par value $0.25
(Title of Class of Securities)
817070501
817070105
(CUSIP Number)
-----------------------
Iris B. Rosken 1/
Carl Marks Management Company, L.P.
135 East 57th Street
New York, NY 10022-2032
Tel. No.: (212) 909-8400
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
April 12, 2000
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
================================================================================
Page 1 of 25 Pages
- ---------
1/ Copy to: John C. Kennedy, Esq., Paul, Weiss, Rifkind, Wharton &
Garrison, 1285 Avenue of the Americas, New York, New York 10019-6064,
Tel: (212) 373-3000.
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 2 of 25 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Strategic Investments, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 2,304,161 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER
2,304,161 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,304,161 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8%
14 TYPE OF REPORTING PERSON
PN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 3 of 25 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Strategic Investments II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 691,575 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER
691,575 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
691,575 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
14 TYPE OF REPORTING PERSON
PN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 4 of 25 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Uranus Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
NUMBER OF 24,159 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER
24,159 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,159 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON
CO
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 5 of 25 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Management Company, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 2,995,736 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER
2,995,736 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,995,736 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.1%
14 TYPE OF REPORTING PERSON
PN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 6 of 25 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Offshore Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 24,159 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER
24,159 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,159 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON
CO
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 7 of 25 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew M. Boas
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF/OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF 3,019,895 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 70,642 Shares of Class A Common Stock
WITH
9 SOLE DISPOSITIVE POWER
3,019,895 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
70,642 Shares of Class A Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,090,537 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.3%
14 TYPE OF REPORTING PERSON
IN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 8 of 25 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew M. Boas
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF/OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 70,642 Shares of Class B Common Stock
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
70,642 Shares of Class B Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,642 Shares of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON
IN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 9 of 25 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert C. Ruocco
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF 3,019,895 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER
3,019,895 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,019,895 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.3%
14 TYPE OF REPORTING PERSON
IN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 10 of 25 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks & Co. Inc. (f/k/a CMCO, Inc.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF None of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None of Class A Common Stock
WITH
9 SOLE DISPOSITIVE POWER
None of Class A Common Stock
10 SHARED DISPOSITIVE POWER
None of Class A Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
CO
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 11 of 25 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks & Co. Inc. (f/k/a CMCO, Inc.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF None of Class B Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None of Class B Common Stock
WITH
9 SOLE DISPOSITIVE POWER
None of Class B Common Stock
10 SHARED DISPOSITIVE POWER
None of Class B Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
CO
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 12 of 25 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edwin S. Marks
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF 362,892 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 339,432 Shares of Class A Common Stock
WITH
9 SOLE DISPOSITIVE POWER
362,892 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
339,432 Shares of Class A Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
702,324 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4%
14 TYPE OF REPORTING PERSON
IN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 13 of 25 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edwin S. Marks
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF 212,642 Shares of Class B Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 202,162 Shares of Class B Common Stock
WITH
9 SOLE DISPOSITIVE POWER
212,642 Shares of Class B Common Stock
10 SHARED DISPOSITIVE POWER
202,162 Shares of Class B Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,804 Shares of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0%
14 TYPE OF REPORTING PERSON
IN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 14 of 25 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark L. Claster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF/OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 70,642 Shares of Class A Common Stock
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
70,642 Shares of Class A Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,642 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14 TYPE OF REPORTING PERSON
IN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 15 of 25 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark L. Claster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF/OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 70,642 Shares of Class B Common Stock
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
70,642 Shares of Class B Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,642 Shares of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON
IN
--------------
<PAGE>
Page 16 of 25 Pages
The joint statement on Schedule 13D dated April 16, 1984, as amended on
September 19, 1988 by Amendment No. 1, as further amended on June 6, 1989 by
Amendment No. 2, as further amended on August 15, 1989 by Amendment No. 3, as
further amended on March 27, 1991 by Amendment No. 4, as further amended on
March 2, 1995 by Amendment No. 5, as further amended on December 12, 1995 by
Amendment No. 6, as amended and restated on July 2, 1998 by Amendment No. 7, as
amended and restated on September 2, 1998 by Amendment No. 8, as further amended
on October 26, 1999 by Amendment No. 9 ("Amendment No. 9"), is hereby amended as
set forth below. Because of the relationship between Carl Marks & Co. Inc.
(formerly CMCO, INC.) ("CMCO"), Edwin S. Marks ("Marks" and, together with CMCO,
the "Existing Marks Shareholders"), Carl Marks Strategic Investments, L.P. (the
"Partnership"), Carl Marks Strategic Investments II, L.P. ("Partnership II"),
Uranus Fund, Ltd. ("Uranus" and, together with the Partnership and Partnership
II, the "Investors"), Carl Marks Management Company, L.P. (the "General
Partner"), Carl Marks Offshore Management, Inc. (the "Manager"), Andrew M. Boas
("Boas"), Robert C. Ruocco ("Ruocco") and Mark L. Claster ("Claster")
(collectively, the "Reporting Persons"), they have decided to report jointly
their interests in the common stock of Seneca Foods Corporation, a New York
corporation (the "Issuer"). Except to the extent set forth in this Amendment,
the information in the prior filings by the respective Reporting Persons remains
in effect.
Item 1. Security and Issuer.
This Amendment No. 10 to Schedule 13D (this "Amendment") relates to the
Class A common stock, par value $0.25 per share (the "Class A Common Stock"),
and Class B common stock, par value $0.25 per share (the "Class B Common Stock"
and, together with the Class A Common Stock, the "Common Stock"), of the Issuer
and is being filed pursuant to Section 13d-2 under the Securities and Exchange
Act of 1934, as amended. Holders of Class B Common Stock have the right, at
their option, to convert into shares of Class A Common Stock on a share-for-
share basis. However, none of the Reporting Persons has any current intention to
convert any of such shares.
The principal executive offices of the Issuer are located at 1162
Pittsford-Victor Road, Pittsford, New York 14534.
Item 2.
Item 2 is amended and supplemented by the addition of the following
information:
(a) This statement is also being filed by Mark L. Claster, a Managing
Director of CMCO.
The Reporting Persons are filing this amended and restated Schedule 13D
in the event that they are deemed a "group" for purposes of Section 13(d) and
Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended (the
"Exchange
<PAGE>
Page 17 of 25 Pages
Act"), because of their relationships and neither such filing nor anything set
forth herein shall be deemed to be an admission that such a "group" exists. The
capital stock of CMCO is owned by various members of the Marks family (including
Marks and Boas). Marks, Boas and Claster are officers and directors of CMCO.
Marks is an uncle of Boas.
(b)-(c) The principal business of Mr. Claster is as Managing Director
of CMCO. Claster's business address is 135 East 57th Street, New York, New York
10022.
(e) Claster is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and supplemented by the addition of the following
information:
(a) Marks used his personal funds to make acquisitions since October
26, 1999 (the date of Amendment No. 9), totaling 55,142 shares of Class A Common
Stock for a total expenditure of $610,218.25 and 51,392 shares of Class B Common
Stock for a total expenditure of $567,437.00. Nancy A. Marks, Marks' wife, used
her personal funds to make acquisitions totaling 60,642 shares of Class A Common
Stock for a total expenditure of $671,405.75 and 50,392 shares of Class B Common
Stock for a total expenditure of $557,437.00. Constance Marks, Marks' daughter
used her personal funds to make acquisitions totaling 13,500 shares of Class A
Common Stock for a total expenditure of $148,625.00 and 12,500 shares of Class B
Common Stock for a total expenditure of $137,500.00. Carolyn Marks and Linda
Katz, Marks' daughters, used their personal funds to make acquisitions totalling
12,500 and 14,500 shares of Class A Common Stock for a total expenditure of
$137,500 and $159,750, respectively, and 12,500 and 12,500 shares of Class B
Common Stock for a total expenditure of $137,500 and $137,500, respectively.
(c) Boas and his wife used personal funds to make acquisitions
totalling 45,642 shares of Class A Common Stock for a total expenditure of
$502,062 and 45,642 shares of Class B Common Stock for a total expenditure of
$502,062.
(d) Claster and his wife used personal funds to make acquisitions
totalling 45,642 shares of Class A Common Stock for a total expenditure of
$502,062 and 45,642 shares of Class B Common Stock for a total expenditure of
$502,062.
(e) Boas and Claster, as co-trustees of the Boas Grat. No. 1 Trust (the
"Trust"), used working capital to make acquisitions totalling 25,000 shares of
Class A Common Stock for a total expenditure of $275,000 and 25,000 shares of
Class B Common Stock for a total expenditure of $275,000.
<PAGE>
Page 18 of 25 Pages
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by the additional of the
following information:
In nine separate transactions from October 1999 through April 2000,
Marks, Nancy A. Marks, Marks' Daughters, Boas and his wife and Claster and his
wife, in their individual capacities, and Boas and Claster, as co-trustees of
the Trust, purchased additional shares of Common Stock for investment purposes.
On April 12, 2000, CMCO sold 232,568 shares of Class A Common Stock and
232,568 shares of Class B Common Stock (all of its holdings in the Issuer) for
an aggregate price of $2,558,248 and $2,558,248, respectively, to certain of the
Reporting Persons as described more fully in Item 5.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented by the addition of the
following information to paragraphs (a), (b) and (c) thereof:
(a) - (b) (ii) Marks beneficially owns 702,324 shares of Class A Common
Stock, comprising approximately 14.7% of the outstanding shares of Class A
Common Stock on March 31, 2000 (assuming conversion of his, his wife's and his
Daughters' Convertible Preferred Stock into Class A Common Stock on a
share-for-share basis), which include 251,520 shares of Convertible Preferred
Stock and 232,912 shares of Class A Common Stock, each of which he beneficially
owns and shares voting and dispositive power over with his wife, Nancy A. Marks,
and his daughters (collectively, the "Daughters"). Marks disclaims the
beneficial ownership of all stock owned by his wife and Daughters.
Marks beneficially owns 414,804 shares of Class B Common Stock,
comprising approximately 15.0% of the outstanding shares, which include 202,162
shares of Class B Common Stock beneficially owned by his wife and Daughters.
Marks disclaims the beneficial ownership of all stock owned by his wife and
Daughters.
Marks has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of 362,892 shares of Class A
Common Stock (assuming conversion of his Convertible Preferred Stock into Class
A Common Stock on a share-for-share basis). He shares such powers to vote and to
dispose of 339,432 shares of Class A Common Stock (assuming conversion of his,
his wife's and his Daughters' Convertible Preferred Stock into Class A Common
Stock on a share- for-share basis), consisting of 186,412 shares of Class A
Common Stock and 103,520 shares of Convertible Preferred Stock of which he
shares such powers with his wife, 46,500 shares of Class A Common Stock and
3,000 shares of Convertible Preferred Stock of which he shares such powers with
his Daughters.
<PAGE>
Page 19 of 25 Pages
Marks has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of 212,642 shares of Class B
Common Stock. He shares such powers to vote and to dispose of 202,162 shares of
Class B Common Stock, consisting of 164,662 shares of which he shares such
powers with his wife and 37,500 shares of which he shares such power with his
Daughters.
(vi) In their capacity as general partners of the Partner and
directors, controlling persons and executive officers of the Manager, Messrs.
Boas and Ruocco may each be deemed to be the beneficial owners of 3,019,895
shares of Class A Common Stock (assuming conversion of all of the Investors'
Convertible Preferred Stock into Class A Common Stock on a share-for-share
basis), constituting 45.3% of the outstanding shares of such stock.
Messrs. Boas and Ruocco may be deemed to have sole voting and
dispositive power over 3,019,895 shares of Class A Common Stock (representing
shares of Convertible Preferred Stock beneficially owned by the Partnership,
Partnership II and Uranus), constituting 45.3% of such outstanding stock
(assuming conversion of all of the Investors' Convertible Preferred Stock into
Class A Common Stock on a share-for-share basis).
(vii) Boas beneficially owns 70,642 shares of Class A Common Stock
comprising approximately 1.9% of the outstanding shares, which includes 25,000
shares of Class A Common Stock in the Trust, of which he is a co-trustee with
Claster, and 45,642 shares of Class A Common Stock which he beneficially owns
and shares voting and dispositive power over with his wife.
Boas beneficially owns 70,642 shares of Class B Common Stock comprising
approximately 2.6% of the outstanding shares, which includes 25,000 shares of
Class B Common Stock in the Trust, of which he is a co-trustee with Claster, and
45,642 shares of Class B Common Stock which he beneficially owns and shares
voting and dispositive power over with his wife.
(viii) Claster beneficially owns 70,642 shares of Class A Common Stock
comprising approximately 1.9% of the outstanding shares, which includes 25,000
shares of Class A Common Stock in the Trust, of which he is co-trustee with
Boas, and 45,642 shares of Class A Common Stock which he beneficially owns and
shares voting and dispositive power over with his wife.
Claster beneficially owns 70,642 shares of Class B Common Stock,
comprising approximately 2.6% of the outstanding shares, which includes 25,000
shares of Class B Common Stock in the Trust of which he is a co-trustee Boas and
45,642 shares which he beneficially owns and shares voting and dispositive power
over with his wife.
<PAGE>
Page 20 of 25 Pages
(c) The table below sets forth purchases of the Class A Common Stock
and Class B Common Stock by certain of the Reporting Persons, Nancy A. Marks,
Marks' Daughters and the Trust, during the last 60 days:
<TABLE>
<CAPTION>
Amount Price Aggregate
Date Class of Stock of Shares Per Share Amount
---- -------------- --------- --------- ------
<S> <C> <C> <C> <C> <C>
Edwin Marks 3/06/00 Class B Common Stock 1,500 $11.125 $16,687.50
3/13/00 Class B Common Stock 2,500 11.125 27,812.50
4/05/00 Class A Common Stock 3,500 11.125 38,937.50
4/05/00 Class B Common Stock 2,500 11.125 27,812.50
4/12/00 Class A Common Stock 39,392 11.00 433,312.00
4/12/00 Class B Common Stock 39,392 11.00 433,312.00
Nancy A. Marks 3/06/00 Class B Common Stock 1,500 11.125 16,687.50
3/13/00 Class A Common Stock 2,500 11.125 27,812.50
4/05/00 Class A Common Stock 3,500 11.125 38,937.50
4/05/00 Class B Common Stock 2,500 11.125 27,812.50
4/12/00 Class A Common Stock 39,392 11.00 433,312.00
4/12/00 Class B Common Stock 39,392 11.00 433,312.00
Constance Marks 4/12/00 Class A Common Stock 12,500 11.00 137,500
4/12/00 Class B Common Stock 12,500 11.00 137,500
Carolyn Marks 4/12/00 Class A Common Stock 12,500 11.00 137,500
4/12/00 Class B Common Stock 12,500 11.00 137,500
Linda Katz 4/12/00 Class A Common Stock 12,500 11.00 137,500
4/12/00 Class B Common Stock 12,500 11.00 137,500
Boas Grat No. 1 4/12/00 Class A Common Stock 25,000 11.00 275,000
Trust 4/12/00 Class B Common Stock 25,000 11.00 275,000
Andrew and Carol 4/12/00 Class A Common Stock 45,642 11.00 502,062
Boas 4/12/00 Class B Common Stock 45,642 11.00 502,062
Mark and Susan 4/12/00 Class A Common Stock 45,642 11.00 502,062
Claster 4/12/00 Class B Common Stock 45,642 11.00 502,062
</TABLE>
<PAGE>
Page 21 of 25 Pages
(d) No change.
(e) On April 12, 2000, CMCO sold all of its shares and ceased to be the
beneficial owner of any of the Issuer's securities.
Item 7. Material to be filed as Exhibits.
Exhibit
Number Description
- ------ -----------
Exhibit 2: Joint Filing Agreement
<PAGE>
Page 22 of 25 Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: April 20, 2000
CARL MARKS STRATEGIC INVESTMENTS, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
CARL MARKS STRATEGIC INVESTMENTS II, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
URANUS FUND, LTD.
By: Carl Marks Offshore Management, Inc.,
its Investment Manager
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: President
CARL MARKS MANAGEMENT COMPANY, L.P.
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
<PAGE>
Page 23 of 25 Pages
CARL MARKS OFFSHORE MANAGEMENT, INC.
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: President
CARL MARKS & CO. INC.
By: /s/ Mark S. Claster
-------------------
Name: Mark S. Claster
Title: Managing Director
/s/ Andrew M. Boas
------------------
Andrew M. Boas
/s/ Robert C. Ruocco
--------------------
Robert C. Ruocco
/s/ Edwin S. Marks
------------------
Edwin S. Marks
/s/ Mark S. Claster
-------------------
Mark S. Claster
Page 24 of 25 Pages
Exhibit 2
---------
Agreement Relating to Joint Filing
of Statement on Schedule 13D
----------------------------
This will confirm the agreement by and between the undersigned that the
Statement on Schedule 13D (the "Statement") filed on or about this date with
respect to the beneficial ownership by the undersigned of shares of Class A
common stock, $0.25 par value per share, and shares of Class B common stock,
$0.25 par value per share, each of Seneca Foods Corporation, a New York
corporation, is being filed on behalf of the undersigned.
Each of the undersigned hereby acknowledges that pursuant to Rule
13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, that
each person on whose behalf the Statement is filed is responsible for the timely
filing of such statement and any amendments thereto, and for the completeness
and accuracy of the information concerning such person contained therein; and
that such person is not responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts by each of
the undersigned, and each of which, taken together, shall constitute one and the
same instrument.
Date: April 20, 2000
CARL MARKS STRATEGIC INVESTMENTS, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
CARL MARKS STRATEGIC INVESTMENTS II, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
<PAGE>
Page 25 of 25 Pages
URANUS FUND, LTD.
By: Carl Marks Offshore Management, Inc.,
its Investment Manager
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: President
CARL MARKS MANAGEMENT COMPANY, L.P.
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
CARL MARKS OFFSHORE MANAGEMENT, INC.
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: President
CARL MARKS & CO. INC.
By: /s/ Mark S. Claster
-------------------
Name: Mark S. Claster
Title: Managing Director
/s/ Andrew M. Boas
------------------
Andrew M. Boas
/s/ Robert C. Ruocco
--------------------
Robert C. Ruocco
/s/ Edwin S. Marks
------------------
Edwin S. Marks
/s/ Mark S. Claster
-------------------
Mark S. Claster
