SENECA FOODS CORPORATION
1162 Pittsford-Victor Road
Pittsford, New York 14534
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Meeting") of the
shareholders of SENECA FOODS CORPORATION will be held at 3736 South Main Street,
Marion, New York, on Friday, August 4, 2000, at 1:00 p.m., Eastern Daylight
Savings Time, for the following purposes:
1. To elect three directors to serve until the Annual Meeting of
shareholders in 2003 and until their successors are duly elected and
shall qualify.
2. To ratify the appointment by the Board of Directors of Deloitte &
Touche LLP as independent auditors for the fiscal year ending March 31,
2001.
3. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
Accompanying this notice is a form of proxy and Proxy Statement. If you are
unable to be present in person at the Meeting, please sign the enclosed form of
proxy and return it in the enclosed envelope. If you attend the Meeting and vote
personally, the proxy will not be used. Only shareholders of record at the close
of business on June 16, 2000, will be entitled to vote at the Meeting and any
adjournment thereof. The prompt return of your proxy will save the expense of
further communications.
A copy of the Annual Report for the fiscal year ended March 31, 2000, also
accompanies this Notice.
By order of the Board of Directors,
JEFFREY L. VAN RIPER
Secretary
DATED: Pittsford, New York
June 27, 2000
IT IS IMPORTANT THAT THE ENCLOSED PROXY BALLOT BE SIGNED, DATED AND PROMPTLY
RETURNED IN THE ENCLOSED ENVELOPE, SO THAT YOUR SHARES WILL BE REPRESENTED
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
<PAGE>
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS OF
SENECA FOODS CORPORATION
------------------------
Date of Mailing: June 27, 2000
Annual Meeting of Shareholders: August 4, 2000
The enclosed proxy is solicited by the Board of Directors of Seneca Foods
Corporation (hereinafter called the "Company"). Any proxy given pursuant to such
solicitation may be revoked by the shareholder at any time prior to the voting
of the proxy. The signing of the form of proxy will not preclude the shareholder
from attending the Annual Meeting (the "Meeting") and voting in person. Shares
represented by proxy will be voted in accordance with the directions of the
shareholder. The directors of the Company know of no matters to come before the
meeting other than those set forth in this Proxy Statement. In the event any
other matter may properly be brought before the meeting, the proxy holders will
vote the proxies in their discretion on such matter. If no choices are specified
on the proxy, the proxy will be voted FOR the proposals discussed in this Proxy
Statement.
All of the expenses involved in preparing and mailing this Proxy Statement
and the material enclosed herewith will be paid by the Company. The Company will
reimburse banks, brokerage firms and other custodians, nominees and fiduciaries
for expenses reasonably incurred by them in sending proxy material to beneficial
owners of stock.
Only record holders of the voting stock at the close of business on June
16, 2000 (the "Record Date") are entitled to vote at the Meeting. On that day
the following shares were issued and outstanding: (i) 3,803,938 shares of Class
A common stock, $0.25 par value per share ("Class A Common Stock"); (ii)
2,783,357 shares of Class B common stock, $0.25 par value per share ("Class B
Common Stock", and together with the Class A Common Stock, sometimes
collectively referred to as the "Common Stock"); (iii) 200,000 shares of Six
Percent (6%) Cumulative Voting Preferred Stock, $0.25 par value per share ("6%
Preferred Stock"); (iv) 407,240 shares of 10% Cumulative Convertible Voting
Preferred Stock - Series A, $0.025 stated value per share ("10% Series A
Preferred Stock"); (v) 400,000 shares of 10% Cumulative Convertible Voting
Preferred Stock - Series B, $0.025 stated value per share ("10% Series B
Preferred Stock"); and (vi) 3,586,590 shares of Convertible Participating
Preferred Stock with $0.025 par value per share (the "Convertible Participating
Preferred Stock"). The shares of Class B Common Stock, 10% Series A Preferred
Stock, and 10% Series B Preferred Stock are entitled to one vote per share on
all matters submitted to the Company's shareholders. The shares of Class A
Common Stock are entitled to one-twentieth (1/20) of one vote per share on all
matters submitted to the Company's shareholders. The shares of 6% Preferred
Stock are entitled to one vote per share, but only with respect to the election
of directors. The shares of Convertible Participating Preferred Stock are not
currently entitled to vote on matters submitted to shareholders (other than as
required by law); however, these shares are convertible on a share-for-share
basis into shares of Class A Common Stock, which are entitled to one-twentieth
(1/20) of one vote per share.
At the Meeting, shareholders of the Company will consider and vote upon the
following matters:
(1) To elect three directors to serve until the Annual Meeting of shareholders
in 2003 and until each of their successors is duly elected and shall
qualify.
(2) To ratify the appointment by the Board of Directors of Deloitte & Touche
LLP as independent auditors for the fiscal year ending March 31, 2001.
(3) To transact such other business as may properly come before the Meeting or
any adjournment thereof.
The Board of Directors of the Company unanimously recommends a vote FOR each of
the items set forth above.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Under the By-Laws of the Company, its Board of Directors is divided into
three classes, as equal in number as possible, having staggered terms of three
years each. At this annual meeting three directors will be elected to serve
until the annual meeting in 2003 and until their successors are duly elected and
shall qualify.
Unless authority to vote for the election of directors is withheld or the
Proxy is marked to the contrary as provided therein, the enclosed Proxy will be
voted FOR the election of the three nominees listed below, each of whom is
presently a director of the Company.
Although the directors do not contemplate that any of the nominees will be
unable to serve, should such a situation arise, the Proxy may be voted for the
election of other persons as directors. Each nominee, to be elected as a
director, must receive the affirmative vote of a plurality of the votes cast at
the Meeting by the shareholders entitled to vote thereon.
The following table sets forth certain information with respect to the
nominees for election as directors and directors whose terms continue beyond the
meeting:
<TABLE>
<CAPTION>
Served as
Director
Director Principal Occupation for Past Five Years (1) Age Since
-------- ---------------------------------------- --- -----
<S> <C> <C> <C>
Directors Standing for Election
To serve until the annual meeting of shareholders in 2003 and until their
successors are duly elected and shall qualify:
Arthur H. Baer (4) President of Arrow Electronics Inc. (Europe) since January 53 1998
2000; President of Hudson Valley Publishing, Inc. from 1998
to 1999; President of XYAN Inc. from 1996 to 1998;
Dean of the College of Business and Administration,
Drexel University from 1993 to 1996.
Edward O. Gaylord President of Gaylord & Company, Houston, Texas 68 1975
(venture capital) and the Chairman of EOTT Energy
Corporation, Houston, Texas (oil trading and
transportation). (5)
Kraig H. Kayser President and Chief Executive Officer of the Company. (6) 39 1985
Directors Whose Terms Expire in 2001
Andrew M. Boas (4) General Partner of Carl Marks Management 45 1998
Company, L.P.; President of Carl Marks
Offshore Management, Inc. since 1994; Vice President of
CM Capital; Vice President of Carl Marks
& Co., Inc. (7)
David L. Call Emeritus Dean and Professor of the College of 68 1985
Agriculture and Life Sciences, Cornell University
Ithaca, New York, since 1995; Dean of the College
of Agriculture and Life Sciences, until 1995.
Susan W. Stuart (3) Marketing Consultant, Fairfield, Connecticut. 45 1986
Directors Whose Terms Expire in 2002
Robert T. Brady Chairman and Chief Executive Officer of Moog Inc., 59 1989
East Aurora, New York (manufacturer of control
systems). (2)
G. Brymer Humphreys President, Humphreys Farm Inc., 59 1983
New Hartford, New York.
Arthur S. Wolcott (3) Chairman of the Company. 74 1949
<FN>
(1) Unless otherwise indicated, each nominee has had the same principal
occupation for at least the past five years.
(2) Mr. Brady is also a director of the following publicly-held companies:
Acme Electric Corporation, Astronics Corporation, M & T Bank
Corporation (formerly known as First Empire State Corporation), Moog
Inc. and National Fuel Gas Corp.
(3) Susan W. Stuart and Arthur S. Wolcott are daughter and father.
(4) Messrs. Boas and Baer were nominated to the Company's Board of
Directors pursuant to the terms of a Stock Purchase Agreement
dated as of June 22, 1998, by and between the Company and Carl Marks
Strategic Investments, L.P. and related entities (collectively the
"Investors"). Certain substantial shareholders of the Company have
agreed to vote their shares in favor of Messrs. Boas and Baer. This
voting arrangement will continue in effect until the Investors, in the
aggregate, own less than 10% of the outstanding Class A Common Stock
(assuming conversion of the Convertible Participating Preferred Stock).
(5) Mr. Gaylord is also a director of the following publicly-held
companies: Kinder Morgan Energy Partners, Imperial Sugar Company,
EOTT Energy Corporation and the Federal Reserve Bank of Dallas.
(6) Mr. Kayser is also a director of the following publicly-held company:
Moog Inc.
(7) Mr. Boas is also a director of the following publicly-held company:
Thousand Trails, Inc.
(8) Dr. Call is also a director of the following publicly-held company:
Mony Group, Inc.
</FN>
</TABLE>
OWNERSHIP OF SECURITIES
Ownership by Management. The following table sets forth certain information
with respect to beneficial ownership of the Company's outstanding Class A Common
Stock, Class B Common Stock, 6% Preferred Stock, 10% Series A Preferred Stock,
10% Series B Preferred Stock, and Convertible Participating Preferred Stock by
each nominee and director and by all directors, nominees and officers as a group
as of April 1, 2000. ("Beneficial ownership" for these purposes is determined in
accordance with applicable Securities and Exchange Commission ["SEC"] rules and
includes shares over which a person has sole or shared voting power or
investment power):
<TABLE>
<CAPTION>
Shares (1)
Beneficially Percent
Nominees for Election Title of Class Owned of Class
--------------------- -------------- ----- --------
<S> <C> <C> <C>
Arthur H. Baer Class B Common Stock 2,000 -(3)
Edward O. Gaylord Class A Common Stock 4,544 -(3)
Class B Common Stock 4,544 -(3)
Kraig H. Kayser Class A Common Stock (11) 297,429 7.83
Class B Common Stock (12) 318,829 11.52
6% Preferred Stock (13) 8,000 4.00
10% Series A Preferred Stock (14) 173,812 42.68
10% Series B Preferred Stock (15) 165,080 41.27
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares (1)
Directors Whose Terms Beneficially Percent
do not Expire Title of Class Owned of Class
--------------------- -------------- ------------ --------
<S> <C> <C> <C>
Andrew M. Boas Convertible Participating
Preferred Stock (9) 3,019,895 84.05 %
David L. Call Class A Common Stock (10) 600 -(3)
Class B Common Stock (10) 600 -(3)
Robert T. Brady -(2) -(3)
G. Brymer Humphreys Class A Common Stock 800 -(3)
Class B Common Stock 800 -(3)
Arthur S. Wolcott Class A Common Stock (4) 273,455 7.20 %
Class B Common Stock (5) 226,284 8.17
6% Preferred Stock (6) 63,288 31.64
10% Series A Preferred Stock (7) 212,840 52.26
10% Series B Preferred Stock (8) 212,200 53.05
Susan W. Stuart Class A Common Stock (16) 159,197 4.19
Class B Common Stock (17) 243,679 8.81
6% Preferred Stock 25,296 12.65
All directors, nominees Class A Common Stock (19) 421,043 11.09
and officers as a group (18) Class B Common Stock (20) 637,613 23.04
6% Preferred Stock (21) 96,584 48.29
10% Series A Preferred Stock (22) 386,652 94.94
10% Series B Preferred Stock (23) 377,280 94.32
Convertible Participating
Preferred Stock (24) 3,019,895 84.05 %
<FN>
(1) Unless otherwise stated, each person named in the table has sole voting and
investment power with respect to the shares indicated as beneficially owned
by that person. No stock options are held by any of the named individuals
or the group. The holdings of Class A Common Stock and Class B Common Stock
listed in the table do not include the shares obtainable upon conversion of
the 10% Series A Preferred Stock and the 10% Series B Preferred Stock,
which are currently convertible into Class A Common Stock and Class B
Common Stock on the basis of 20 and 30 preferred shares, respectively, for
each share of Common Stock. The holdings of Class A Common Stock do not
include the shares obtainable upon conversion of the Convertible
Participating Preferred Stock which is currently convertible into shares of
Class A Common Stock on a one-for-one basis.
(2) Does not include 300 shares of Class A Common Stock and 300 shares of Class
B Common Stock owned by Mr. Brady's children as to which Mr. Brady
disclaims beneficial ownership.
(3) Less than 0.1%.
(4) The shares in the table include (i) 44,029 shares of Class A Common Stock
held by Mr. Wolcott's wife, (ii) 6,077 shares held by the Company's Tax
Credit Employee Stock Ownership Plan Trust (the "PAYSOP"), of which Mr.
Wolcott is a trustee, (iii) 78,188 shares held by Seneca Foods Corporation
Employees' Pension Benefit Plan (the "Pension Plan"), of which Mr. Wolcott
is a trustee. The shares reported in the table do not include (i) 284,134
shares of Class A Common Stock held directly by Mr. and Mrs. Wolcott's
offspring and their families (including Susan W. Stuart), or (ii) 123,059
shares held by Seneca Foods Corporation Employee Savings Plan (the "401(k)
Plan"), over which the Company's officers may be deemed to have shared
voting and investment power. Mr. Wolcott has shared voting and investment
power with respect to the shares held by the PAYSOP and the Pension Plan.
He disclaims beneficial ownership with respect to the shares held by his
wife, his offspring and their families and the 401(k) Plan.
(5) The shares in the table include (i) 663 shares of Class B Common Stock held
by Mr. Wolcott's wife, (ii) 6,077 shares held by the PAYSOP, of which Mr.
Wolcott is a trustee, (iii) 78,188 shares held by the Pension Plan, of
which Mr. Wolcott is a trustee and (iv) 60,142 shares held by the
Foundation, of which Mr. Wolcott is a director. The shares in the table do
not include 383,866 shares of Class B Common Stock held directly by Mr. and
Mrs. Wolcott's offspring and their families (including Susan W. Stuart).
Mr. Wolcott has shared voting and investment power with respect to the
shares held by the PAYSOP, the Pension Plan and the Foundation. He
disclaims beneficial ownership with respect to the shares held by his wife,
his offspring and their families.
(6) Includes 30,444 shares of 6% Preferred Stock held under a shareholder
voting agreement giving Mr. Wolcott sole voting power of the shares, but
not investment power or beneficial ownership of the shares. Does not
include 101,176 shares of 6% Preferred Stock held directly by Mr. and Mrs.
Wolcott's offspring (including Susan W. Stuart), as to which Mr. Wolcott
disclaims beneficial ownership.
(7) These shares are convertible into 10,642 shares of Class A Common Stock and
10,642 shares of Class B Common Stock.
(8) These shares are convertible into 7,073 shares of Class A Common Stock and
7,073 shares of Class B Common Stock.
(9) These shares are convertible on a share-for-share basis into 3,019,895
shares of Class A Common Stock. Includes 3,019,895 shares of Convertible
Participating Preferred Stock owned by Investors, as to which Mr. Boas
disclaims beneficial ownership. Does not include 251,520 shares of
Convertible Participating Preferred Stock owned by Edwin Marks which are
related to the Investors via common ownership in certain entities and
family relationships and which sometimes are collectively referred to as
the "Related Marks Shareholders". Mr. Boas disclaims beneficial ownership
of the stock owned by the Related Marks Shareholders.
(10) Dr. Call has sole voting and investment power over 200 shares of Class A
Common Stock and 200 shares of Class B Common Stock he owns. He has shared
voting and investment power over 400 shares of Class A Common Stock and 400
shares of Class B Common Stock owned jointly with his spouse.
(11) Mr. Kayser has sole voting and investment power over 52,928 shares of Class
A Common Stock owned by him and sole voting but no investment power over
24,950 shares owned by his siblings and their children, which are subject
to a voting trust agreement of which Mr. Kayser is a trustee. Mr. Kayser
has shared voting and investment power with respect to 76,644 shares held
in two trusts of which he is a co-trustee and in which he and members of
his family are beneficiaries. Robert Oppenheimer of Rochester, New York is
the other co-trustee of the trusts. The shares reported in the table
include (i) 6,077 shares held by the PAYSOP, of which Mr. Kayser is a
trustee, (ii) 78,188 shares held by the Pension Plan, of which Mr. Kayser
is a trustee. The shares reported in the table do not include (i) 14,902
shares owned by Mr. Kayser's mother, (ii) 19,000 shares held in trust for
Mr. Kayser's mother, (iii) 6,442 shares held by Mr. Kayser's brother, or
(iv) 123,059 shares held by the 401(k) Plan, over which the Company's
officers may be deemed to have shared voting and investment power. Mr.
Kayser has shared voting and investment power with respect to the shares
held by the PAYSOP and the Pension Plan. He disclaims beneficial ownership
of the shares held by his mother and in trust for his mother, the shares
held by his brother and the shares held by the 401(k) Plan.
(12) Mr. Kayser has sole voting and investment power over 73,628 shares of Class
B Common Stock he owns and sole voting but no investment power over 24,150
shares owned by his siblings and their children, which are subject to a
voting trust agreement of which Mr. Kayser is a trustee. Mr. Kayser has
shared voting and investment power with respect to 76,644 shares held in
two trusts of which he is a co-trustee and in which he and members of his
family are beneficiaries. Robert Oppenheimer of Rochester, New York is the
other co-trustee of the trusts. The shares in the table include (i) 6,077
shares held by the PAYSOP, of which Mr. Kayser is a trustee, (ii) 78,188
shares held by the Pension Plan, of which Mr. Kayser is a trustee and (iii)
60,142 shares held by the Foundation, of which Mr. Kayser is a director.
The shares in the table do not include (i) 14,912 shares owned by Mr.
Kayser's mother, (ii) 19,000 shares held in trust for Mr. Kayser's mother,
or (iii) 6,442 shares held by Mr. Kayser's brothers. Mr. Kayser has shared
voting and investment power with respect to the shares held by the PAYSOP,
the Pension Plan and the Foundation. He disclaims beneficial ownership of
the shares held by his mother and in trust for his mother and the shares
held by his brothers.
(13) Does not include 27,536 shares of 6% Preferred Stock held by Mr. Kayser's
brother, as to which Mr. Kayser disclaims beneficial ownership. See also
the table in "Principal Owners of Voting Stock".
(14) Mr. Kayser has shared voting and investment power with respect to 141,644
shares of 10% Series A Preferred Stock held in two trusts described in
notes 11 and 12 above. The total 173,812 shares of 10% Series A Preferred
Stock are convertible into 8,690 shares of Class A Common Stock and 8,690
shares of Class B Common Stock.
(15) Mr. Kayser has shared voting and investment power with respect to 165,080
shares of 10% Series B Preferred Stock held in two trusts described in
notes 11 and 12 above. The total 165,080 shares of 10% Series B Preferred
Stock are convertible into 5,502 shares of Class A Common Stock and 5,502
shares of Class B Common Stock.
(16) The shares in the table include (i) 11,276 shares of Class A Common Stock
held by Ms. Stuart's husband, (ii) 7,782 shares owned by her sister's sons,
of which Ms. Stuart is the trustee, (iii) 6,077 shares held by PAYSOP, of
which Ms. Stuart is a trustee, (iv) 78,188 shares held by the Pension Plan,
of which Ms. Stuart is a trustee. Ms. Stuart has shared voting and
investment power with respect to the shares held by the PAYSOP and the
Pension Plan and sole voting and investment power with respect to the
shares owned by her sister's sons. She disclaims beneficial ownership of
the shares held by her husband.
(17) The shares reported in the table include (i) 16,024 shares of Class B
Common Stock held by Ms. Stuart's husband, (ii) 22,026 shares owned by her
sister's sons, of which Ms. Stuart is the trustee, (iii) 6,077 shares held
by the PAYSOP, of which Ms. Stuart is a trustee, (iv) 78,188 shares held by
the Pension Plan, of which Ms. Stuart is a trustee and (v) 60,142 shares
held by the Foundation, of which Ms. Stuart is a director. Ms. Stuart has
shared voting and investment power with respect to the shares held by the
PAYSOP, the Pension Plan and the Foundation and sole voting and investment
power with respect to the shares owned by her sister's sons. She disclaims
beneficial ownership of the shares held by her husband.
(18) Does not include 702,324 shares of Class A Common Stock or 202,162 shares
of Class B Common Stock owned by the Related Marks Shareholders, as to
which Andrew Boas disclaims beneficial ownership. See note 9 above.
(19) See notes 2, 4, 9, 10, 11, 16 and 18 above.
(20) See notes 2, 5, 10, 12 and 17 above.
(21) See notes 6 and 13 above.
(22) See notes 7 and 14 above.
(23) See notes 8 and 15 above.
(24) See note 9 above.
</FN>
</TABLE>
<PAGE>
Principal Owners of Voting Stock. The following table sets forth, as of
April 1, 2000, certain information with respect to persons known by the Company
to be the beneficial owners of more than five percent of the classes of stock.
("Beneficial ownership" for these purposes is determined in accordance with
applicable SEC rules and includes shares over which a person has sole or shared
voting power or investment power.) The holdings of Common Stock listed in the
table do not include the shares obtainable upon conversion of the 10% Series A
Preferred Stock and the 10% Series B Preferred Stock, which currently are
convertible into Class A Common Stock and Class B Common Stock on the basis of
20 and 30 shares of Preferred Stock, respectively, for each share of Common
Stock. The holdings of Class A Common Stock listed in the table do not include
the shares obtainable upon conversion of the Convertible Participating Preferred
Stock, which is convertible into Class A Common Stock on a one-for-one basis.
<TABLE>
<CAPTION>
Amount of Shares and Nature
of Beneficial Ownership
------------------------------------------------------
Sole Voting/ Shared Voting/
Name and Address of Investment Investment Percent
Title of Class Beneficial Owner Power Power Total of Class
-------------- ------------------- ------------ -------------- ----- --------
<S> <C> <C> <C> <C> <C>
6% Preferred Stock Arthur S. Wolcott (1) 32,844 30,444 (2) 63,288 31.64%
L. Jerome Wolcott, Sr. Trust -- 30,444 (3) 30,444 15.22
Southbury, Connecticut
Kurt C. Kayser 27,536 (4) -- 27,536 13.77
Sarasota, Florida
Susan W. Stuart 25,296 (5) -- 25,296 12.65
Fairfield, Connecticut
Bruce S. Wolcott 25,296 (5) -- 25,296 12.65
Canandaigua, New York
Grace W. Wadell 25,292 (5) -- 25,292 12.65
Bala Cynwyd, Pennsylvania
Mark S. Wolcott 25,292 (5) -- 25,292 12.65
Pittsford, New York
10% Series A Arthur S. Wolcott 212,840 (6) -- 212,840 52.26
Preferred Stock
Kraig H. Kayser (7) 32,168 141,644 (8) 173,812 42.68
Hannelore Wolcott-Bailey 20,588 -- 20,588 5.06
Penn Yan, New York
10% Series B Arthur S. Wolcott 212,200 (9) -- 212,200 53.05
Preferred Stock
Kraig H. Kayser -- 165,080 (10) 165,080 41.27
Hannelore Wolcott-Bailey 22,720 -- 22,720 5.68
Class A Common Stock(11) Edwin S. Marks (12) 362,892 339,432 (13) 702,324 18.49
Great Neck, New York
The Pillsbury Company (14) -- 346,570 346,570 9.13
Grand Metropolitan PLC
Minneapolis, Minnesota
Kraig H. Kayser (15) 52,928 244,501 297,429 7.83
Arthur S. Wolcott (16) 86,519 186,936 273,455 7.20
Susan W. Stuart (17) 55,874 103,323 159,197 4.19
Franklin Advisory 191,600 -- 191,600 5.04
Services (18)
San Mateo, California
T. Rowe Price 237,500 -- 237,500 6.85
Associates, Inc.
Baltimore, Maryland (19)
Class B Common Stock Edwin S. Marks (12) 212,642 202,162 (20) 414,804 14.99
Kraig H. Kayser 73,628 245,201 (21) 318,829 11.52
Arthur S. Wolcott 81,214 145,070 (22) 226,284 8.18
Susan W. Stuart 60,622 183,057 (23) 243,679 8.80
Hansen Fruit & Cold 170,500 -- 170,500 6.16
Storage Co., Inc. (24)
Yakima, Washington
Convertible Carl Marks Strategic 2,304,161 -- 2,304,161 64.13
Participating Preferred Investments, LP
Stock (25) New York, New York (26)
Carl Marks Strategic 691,575 -- 691,575 19.25
Investments II, LP
New York, New York (26)
Edwin S. Marks 145,000 106,520 251,520 7.00
<FN>
(1) Business address:Suite 1010, 1605 Main Street, Sarasota, Florida 34236.
(2) See note 6 to the table under the heading "Ownership by Management" and
note 3 below.
(3) The L. Jerome Wolcott, Sr. Trust does not have voting power but has
other attributes of beneficial ownership with respect to these shares,
which are also included in Arthur S. Wolcott's shares (see note 2
above).
(4) These shares are included in the shares described in note 13 to the
table under the heading "Ownership by Management".
(5) These shares are included in the shares described in note 6 to the
table under the heading "Ownership by Management".
(6) See note 7 to the table under the heading "Ownership by Management".
(7) Business address: 1162 Pittsford-Victor Road, Pittsford, New York
14534.
(8) See note 14 to the table under the heading "Ownership by Management".
(9) See note 8 to the table under the heading "Ownership by Management".
(10) See note 15 to the table under the heading "Ownership by Management".
(11) Does not include 3,019,895 shares of Convertible Participating
Preferred Stock held by the New Investors which are convertible on a
share-for-share basis into 3,019,895 shares of Class A Common Stock.
Does not include 251,520 shares of Convertible Participating Preferred
Stock held by the Related Marks Shareholders which are convertible into
251,520 shares of Class A Common Stock. See notes 12, 13, and 21 below.
See also notes 9 and 18 to the table under the heading "Ownership by
Management."
(12) Based on a statement on Schedule 13D filed by Edwin S. Marks with the
SEC (as most recently amended in July 1998) and Form 4 filed with the
SEC by Edwin S. Marks for March 2000.
(13) Edwin S. Marks shares voting and dispositive power with respect to
117,520 of these shares with his wife and daughters. He disclaims
beneficial ownership of these shares.
(14) Based on a statement on Schedule 13D filed by The Pillsbury Company and
Grand Metropolitan with the SEC in March 1996.
(15) See note 11 to the table under the heading "Ownership by Management".
(16) See note 4 to the table under the heading "Ownership by Management".
(17) See note 16 to the table under the heading "Ownership by Management".
(18) Based on a statement on Schedule 13G filed with the SEC February 2000,
by Franklin Advisory Services, Inc.
(19) These securities are owned by various individual and institutional
investors which T. Rowe Price Associates, Inc. (Price Associates)
serves as investment adviser with power to direct investments and/or
sole power to vote the securities. For purposes of the reporting
requirements of the Securities Exchange Act of 1934, Price Associates
is deemed to be a beneficial owner of such securities; however, Price
Associates expressly disclaims that it is, in fact, the beneficial
owner of such securities.
(20) Edwin S. Marks shares voting and dispositive power with respect to
105,770 of these shares with his wife. He disclaims beneficial
ownership of his wife's shares.
(21) See note 12 to the table under the heading "--Ownership by Management."
(22) See note 5 to the table under the heading "--Ownership by Management."
(23) See note 17 to the table under the heading "--Ownership by Management."
(24) Based on a statement on Schedule 13D filed with the SEC by Hansen Fruit
& Cold Storage Co., Inc. (Hansen Fruit") in November 1998. According
to the Schedule 13D, Gary Hansen, the President and director of Hansen
Fruit, has sole voting and dispositive power over the indicated
shares.
(25) The shares of Convertible Participating Preferred Stock are not
currently entitled to vote on matters submitted to shareholders (other
than as required by law); however, these shares are convertible on a
one-for-one basis into shares of Class A Common Stock, which are
entitled to one-twentieth (1/20) of one vote per share.
(26) Does not include 24,159 shares of stock owned by Uranus Fund, Ltd.,
which is related via common ownership to Carl Marks Strategic
Investments, L.P. and Carl Marks Strategic Investments II, L.P. See
note 9 to the table under the heading "Ownership by Management."
</FN>
</TABLE>
Information Concerning Operation Of The Board of Directors
In order to facilitate the handling of various functions of the Board of
Directors, the Board has appointed several committees including an Audit
Committee, a Compensation Committee and a Nominating Committee.
The members of the Audit Committee are Edward O. Gaylord (Chairman), Robert
T. Brady, David L. Call, G. Brymer Humphreys, Andrew M. Boas and Arthur H. Baer.
The Audit Committee recommends to the full Board of Directors the engagement of
independent auditors, reviews with the auditors the scope and results of the
audit, reviews with management the scope and results of the Company's internal
auditing procedures, reviews the independence of the auditors and any non-audit
services provided by the auditors, reviews with the auditors and management the
adequacy of the Company's system of internal accounting controls and makes
inquiries into other matters within the scope of its duties.
The Nominating Committee consists of Arthur S. Wolcott (Chairman), Robert
T. Brady, G. Brymer Humphreys and Andrew M. Boas. The Nominating Committee
screens and selects nominees for vacancies in the Board of Directors as they
occur. Consideration will be given to serious candidates for director who are
recommended by shareholders of the Company. (Shareholder recommendations must be
in writing and addressed to the Chairman of the Nominating Committee, c/o
Corporate Secretary, 1162 Pittsford-Victor Road, Pittsford, New York 14534, and
should include a statement setting forth the qualifications and experience of
the proposed candidates and basis for nomination.)
The Compensation Committee consists of David L. Call (Chairman), Edward O.
Gaylord, Susan W. Stuart and Andrew M. Boas. The Compensation Committee
establishes the level of compensation on an annual basis for all executive
officers.
During the fiscal year ended March 31, 2000, the Board of Directors had
five meetings, the Audit Committee had three meetings, the Nominating Committee
had one meeting and the Compensation Committee had one meeting. All directors
who served during the entire fiscal year attended at least 75% of the aggregate
of the total number of meetings of the Board of Directors and the total number
of meetings held by any committee of the Board on which he or she served.
Certain Transactions
Humphreys Farms Inc. is a member of Agrilink Foods, a processing and
marketing cooperative. During fiscal 2000, Humphreys Farms Inc., acting on
behalf of Agrilink Foods, delivered to the Company raw product with a total
value (including crop, harvesting and trucking payments) of $204,442. G. Brymer
Humphreys, a director of the Company, is President and a 23% shareholder of
Humphreys Farms Inc.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Act of 1934 requires that the Company's
directors, officers and shareholders owning more than 10% of the Company file
reports with the SEC within the first ten days of the month following any
purchase or sale of shares in the Company. The Company is not aware that any
director failed to make such filings in a timely manner during the past year.
EXECUTIVE OFFICERS
The following is a listing of the Company's executive officers:
<TABLE>
<CAPTION>
Served as
Officer
Officer Principal Occupation for Past Five Years (1) Age Since
------- ---------------------------------------- --- ---------
<S> <C> <C> <C>
Arthur S. Wolcott See table under "Election of Directors". 74 1949
Kraig H. Kayser See table under "Election of Directors". 39 1991
Philip G. Paras Chief Financial Officer since March 31, 2000; 39 1996
Vice President-Finance from 1996 to 2000 and Treasurer of
the Company since 1997; Vice-President of The Chase
Manhattan Bank, Syracuse, New York, 1993 until 1996.
Jeffrey L. Van Riper Secretary and Controller of the Company. 43 1986
Sarah M. Mortensen Assistant Secretary of the Company. 55 1986
<FN>
(1) Unless otherwise indicated, each officer has had the same principal
occupation for at least the past five years.
</FN>
</TABLE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company to the
Chief Executive Officer and to the most highly compensated executive officers
whose compensation exceeded $100,000 (the "Named Officers") for services
rendered in all capacities to the Company and its subsidiaries during the fiscal
years ended March 31, 2000, 1999 and 1998.
<TABLE>
<CAPTION>
Name of Individual and Fiscal Annual Compensation
Principal Position Year Salary Bonus
---------------------- ------ ------ ------
<S> <C> <C> <C>
Arthur S. Wolcott 2000 $ 359,000 $ --
Chairman and Director 1999 346,000 --
1998 340,000 --
Kraig H. Kayser 2000 $ 304,474 $ --
President, Chief Executive 1999 292,000 --
Officer and Director 1998 292,000 --
</TABLE>
Pension Benefits
The executive officers of the Company are entitled to participate in the
Pension Plan (referred to in this section as the "Plan") which is for the
benefit of all employees meeting certain eligibility requirements. Effective
August 1, 1989, the Company amended the Plan to provide improved pension
benefits under the Plan's Excess Formula. The Excess Formula for the calculation
of the annual retirement benefit is: total years of credited service (not to
exceed 35) multiplied by the sum of (i) 0.6% of the participant's average salary
(five highest consecutive years, excluding bonus), and (ii) 0.6% of the
participant's average salary in excess of his compensation covered by Social
Security.
Participants who were employed by the Company prior to August 1, 1988, are
eligible to receive the greater of their benefit determined under the Excess
Formula or their benefit determined under the Offset Formula. The Offset Formula
is: (i) total years of credited service multiplied by $120, plus (ii) average
salary multiplied by 25%, less 74% of the primary Social Security benefit.
Pursuant to changes required by the Tax Reform Act of 1986 the Company amended
the Plan to cease further accruals under the Offset Formula as of July 31, 1989.
Participants who were eligible to receive a benefit under the Offset Formula
will receive the greater of their benefit determined under the Excess Formula or
their benefit determined under the Offset Formula as of July 31, 1989. The
maximum permitted annual retirement income under either formula is $135,000.
The following table sets forth estimated annual retirement benefits payable
at age 65 for participants in certain compensation and years of service
classifications using the highest number obtainable under both formulas (based
on the maximum Social Security benefit in effect for the calendar year ending
December 31, 1999):
<TABLE>
<CAPTION>
Five Highest ANNUAL BENEFITS
Consecutive -----------------------------------------------------------------------------
Years
Earnings 15 Year 20 Years 25 Years 30 Years 35 Years
-------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$90,000 $ 13,300 $ 17,700 $ 22,100 $ 26,500 $ 30,900
120,000 19,100 24,400 31,100 37,300 43,500
150,000 26,600 32,100 40,100 48,100 56,100
180,000 or higher 29,100 34,500 43,100 51,700 60,300
</TABLE>
Under the Plan, Arthur S. Wolcott and Kraig H. Kayser have 51 years and 8
years of credited service, respectively. Their compensation during fiscal 2000
covered by the Plan was $359,000 for Mr. Wolcott and $304,474 for Mr. Kayser.
The Internal Revenue Code limits the amount of compensation that can be taken
into account in calculating retirement benefits (for 2000 the limit is
$170,000).
Directors' Fees
During fiscal year 2000, directors were paid a fee of $1,000 per month. Any
director who is also an officer of the Company receives no director fee.
Stock Options
No options were granted or exercised in the period from April 1, 1999, to
the date of this Proxy Statement, nor were any unexpired options held at the
latter date by any officer or director of the Company.
Profit Sharing Bonus Plan
The Company has a Profit Sharing Bonus Plan for certain eligible employees
of the Company ("Corporate Profit Sharing" for the officers and certain key
Corporate employees and "Operating Unit Profit Sharing" for certain key
Operating Unit employees). Under Corporate Profit Sharing, some or all of the
Corporate Profit Sharing Pool (10% of the Corporate Bogey as defined below) will
be paid only if Pre-Tax Profits (as defined) equal or exceed the Corporate
Bogey. The bonuses will be distributed at the sole discretion of the Chief
Executive Officer upon approval of such bonuses by the Compensation Committee of
the Board of Directors. Under the Operating Unit Profit Sharing, the Operating
Unit Profit Sharing pool (10% of Pre-Tax Profit less the Operating Unit Bogey as
defined below) will be paid only if the Pre-Tax Profit of the Operating Unit
equals or exceeds the Operating Unit Bogey. The bonuses will be distributed at
the discretion of the Operating Unit President. For fiscal 2000 the Corporate
Bogey will be equal to the greater of (i) five percent of the prior year's
Consolidated Net Worth of the Company plus the Pillsbury Subordinated Note or
(ii) five percent plus the annual increase in the Consumer Price Index greater
than five percent, times the prior year's Consolidated Net Worth of the Company.
The Operating Unit Bogey will be an amount equal to the average gross assets
employed by the Vegetable, Chip, Fruit or Flight Operations for the preceding 12
months divided by the consolidated average gross assets of the Company for the
same period multiplied by the Corporate Bogey.
Bonuses were earned in 2000, 1999, and 1998 under the Profit Sharing Bonus Plan
were $18,700, $30,125 and -0-, respectively.
<PAGE>
Compensation Committee Interlocks and Insider Participation
Mr. Kayser (President and Chief Executive Officer) serves as a member of
the Compensation Committee of Moog Inc. and as a director on its Board. Mr.
Brady, who is the President and Chief Executive Officer of Moog Inc., serves as
a director on the Company's Board. Due to Mr. Brady's and Mr. Kayser's cross
compensation committee relationship, Mr. Brady would not be considered an
independent director serving on the Audit Committee. However, Mr. Brady can
still serve on the Audit Committee since he qualifies for the "one-member"
exception to this rule. Seneca Foods Corporation will be seeking Board of
Directors approval to use this exception and retain Mr. Brady on the Audit
Committee. The other members of the Audit Committee qualify as independent
directors. Members of the Company's Compensation Committee are David L. Call
(Chairman), Edward O. Gaylord, Susan W. Stuart and Andrew M. Boas.
Compensation Committee Report On Executive Compensation
The Compensation Committee is responsible for providing overall guidance
with respect to the Company's executive compensation programs. The goal of the
Compensation Committee is to maintain a competitive compensation program in
order to attract and retain well qualified management, to provide management
with the incentive to accomplish the Company's financial and operating
objectives and to link the interest of the Company's executive officers and
management to the interests of its stockholders through bonuses tied to
financial performance. The Compensation Committee is composed of four members
and meets annually to review the Company's compensation programs, including
executive salary administration and the profit sharing plan.
The Compensation Committee believes that the Company's executives should be
rewarded for their contributions to the Company's attaining annual financial
goals, as set forth in the annual budget which is subject to revision during the
year, and their attaining annual individual objectives. The Company pays its
executive officers two principal types of compensation: base salary and
Corporate Profit Sharing plan, each of which is more fully described below.
Base Salary - The Company has historically established the base salary of
its executive officers on the basis of each executive officer's scope of
responsibility, experience, individual performance and accountability within the
Company. In that regard the Company reviews comparable salary and other
compensation arrangements in similar businesses and companies of similar size to
determine appropriate levels necessary to attract and retain top quality
management.
Profit Sharing Plan - To further align the interests of executive officers
with those of the Company's shareholders, a significant component of an
executive officer's total compensation arrangement is participation in the
annual profit sharing plan. An executive is rewarded with a cash bonus equal to
a percentage of the executive's base salary if the Pre-Tax Profit of the Company
for that year equals or exceeds the Corporate Bogey (see "--Profit Sharing Bonus
Plan").
Performance Review - The general policies described above for the
compensation of executive officers also apply to the compensation level approved
by the Compensation Committee with respect to the 2000 compensation for the
Chief Executive Officer. Based on the criteria outlined above, the Compensation
Committee awarded to Kraig H. Kayser a base salary of $304,474 for the fiscal
year 2000. The Compensation Committee recognized Mr. Kayser's leadership role in
guiding the overall performance of the Company towards its desired strategic
direction as well as managing costs while growing the business.
Summary
The Compensation Committee is committed to attracting, motivating and
retaining executives who will help the Company meet the increasing challenges of
the food processing industry. The Compensation Committee recognizes its
responsibility to the Company's shareholders and intends to continue to
establish and implement compensation policies that are consistent with
competitive practice and are based on the Company's and the executives'
performance.
This report has been submitted by the Compensation Committee of the
Company's Board of Directors:
David L. Call Edward O. Gaylord Susan W. Stuart Andrew M. Boas
<PAGE>
Common Stock Performance Graph
The following graph shows the cumulative, five-year total return for the
Company's Common Stock compared with the NASDAQ Market Index (which includes the
Company) and a peer group of companies (described below).
Performance data assumes that $100.00 was invested on March 31, 1995, in
the Company's Class B Common Stock, the NASDAQ Market, and the peer group. The
data assumes the reinvestment of all cash dividends and the cash value of other
distributions. Stock price performance shown in the graph is not necessarily
indicative of future stock price performance.
<TABLE>
Comparison of Five Year Cumulative Total Return of
Seneca Foods Corporation
NASDAQ Market Group and Peer Group
<CAPTION>
Seneca Peer
Year Foods Group NASDAQ
---- ------ ----- ------
<S> <C> <C> <C>
1995 100.00 100.00 100.00
1996 93.43 119.22 134.78
1997 102.19 140.05 149.50
1998 97.81 210.77 224.63
1999 62.77 157.19 301.20
2000 65.69 165.87 559.59
</TABLE>
The companies in the peer group presented in the graph above are H.J. Heinz
Company, J.M. Smucker Company, Chiquita Brands International, Inc., Northland
Cranberries, Inc., Hain Food Group, Inc., and Dole Food Company, Inc.
Because the Company has disposed of its juice operations and currently is
primarily a vegetable processor, management wished to include only vegetable
processing companies in the peer group for the current year's performance graph.
However, due to the fact that some of its competitors are not publicly traded or
have less than five years of history as publicly traded companies, there was not
enough data available on vegetable processing companies to form a peer group.
Therefore, the former peer group companies were retained except for United Foods
which is no longer a public company. Dole Food Company, Inc. has been
substituted for United Foods in the current year's peer group.
<PAGE>
PROPOSAL 2
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors through its Audit Committee has selected Deloitte &
Touche LLP, independent public accountants, to act as auditors for the fiscal
year ending March 31, 2001 Deloitte & Touche LLP has served as the Company's
independent auditors for many years.
It is anticipated that representatives of Deloitte & Touche LLP will be
present at the annual meeting with the opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions.
Management recommends a vote FOR its proposal to ratify the appointment of
Deloitte & Touche LLP as independent auditors of the Company for the fiscal year
ending March 31, 2001. Unless marked otherwise, proxies will be voted FOR this
purpose.
* * * * *
BROKER NON-VOTES AND ABSTENTIONS
Broker non-votes will not be treated as votes cast or shares entitled to
vote on matters as to which the applicable rules of national securities
exchanges withhold the broker's authority to vote in the absence of direction
from the beneficial owner.
VOTING OF PROXIES
The shares represented by all valid proxies received will be voted in the
manner specified on the proxies. Where specific choices (including abstentions)
are not indicated, the shares represented by all valid proxies received will be
voted FOR the nominees for director named earlier in this Proxy Statement and
FOR approval of Proposal 2 as described earlier in this Proxy Statement.
Should any matter not described above be acted upon at the meeting, the
persons named in the proxy will vote in accordance with their judgment. The
Board knows of no other matters which may be presented to the meeting.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received at the Company's offices no later
than February 23, 2001, in order to be considered for inclusion in the Company's
proxy materials for the 2001 Annual Meeting.
MISCELLANEOUS
To assure a quorum at the annual meeting (the holders of a majority of the
stock entitled to vote thereat constitute a quorum), shareholders are requested
to sign and return promptly the enclosed form of proxy in the envelope provided.
A shareholder who has delivered a proxy may attend the meeting and, if he or she
desires, vote in person at the meeting.
By order of the Board of Directors,
JEFFREY L. VAN RIPER
Secretary
DATED: Pittsford, New York
June 27, 2000
SENECA FOODS CORPORATION
1162 Pittsford-Victor Rd.
Pittsford, New York 14534
PROXY
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 4, 2000
The undersigned shareholder of SENECA FOODS CORPORATION (the
"Company") hereby appoints and constitutes ARTHUR S. WOLCOTT and KRAIG H.
KAYSER, and either of them, the proxy or proxies of the undersigned, with full
power of substitution and revocation, for and in the name of the undersigned to
attend the annual meeting of shareholders of the Company to be held at 3736
South Main Street, Marion, New York, on Friday, August 4, 2000 at 1:00 pm.,
Eastern Daylight Savings Time, and any and all adjournments thereof (the
"Meeting"), and to vote all shares of stock of the Company registered in
the name of the undersigned and entitled to vote at the Meeting upon the matters
set forth below:
MANAGEMENT RECOMMENDS A VOTE FOR ITEMS 1 AND FOR ITEM 2.
1. Election of Directors: Election of the three nominees listed below to serve
until the annual meeting of shareholders in 2003 or until their successors
are duly elected and shall qualify:
[ ] FOR all nominees listed below (except as marked to the
contrary below);
[ ] WITHHOLD AUTHORITY to vote for all
nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through his or her name in the list below:
Arthur H. Baer, Edward O. Gaylord, Kraig H. Kayser
2. Appointment of Auditors: Ratification of the appointment of Deloitte &
Touche LLP as independent auditors for the fiscal year ending March 31,
2001:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournment
thereof.
The shares represented by this Proxy will be voted as directed by the
shareholder. IF NO CHOICES ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEM 1
AND FOR ITEM 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Signature:______________________________
______________________________
Joint owners should each sign.
Executors, administrators, trustees,
guardians and corporate officers should
give their titles.
Dated: _______________________________
(PLEASE SIGN AND RETURN PROMPTLY)
<PAGE>
