SENECA FOODS CORP /NY/
11-K, 2000-06-29
CANNED, FRUITS, VEG, PRESERVES, JAMS & JELLIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    Form 11-K

                     ANNUAL REPORT PURSUANT TO SECTION 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



                      For the Year Ended December 31, 1999

                Seneca Foods Corporation Employees' Savings Plan
                            (Full title of the Plan)


                            Seneca Foods Corporation
          (Name of issuer of the securities held pursuant to the Plan)

                 1162 Pittsford-Victor Road, Pittsford, New York
                      14534 (Address of principal executive
                                     office)


<PAGE>


                              REQUIRED INFORMATION


1.       Plan  financial  statements  and schedules  examined by an  independent
         accountant prepared in accordance with financial reporting requirements
         of ERISA.

         See accompanying index on page 3.

2.       Signature

3.       Exhibit

         Exhibit 1 - Consent of Independent Accountants


<PAGE>
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN

Financial  Statements as of and for the Years Ended  December 31, 1999 and 1998,
Supplemental  Schedules  as of and for the  Year  Ended  December  31,  1999 and
Independent Auditors' Report


<PAGE>





SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN

TABLE OF CONTENTS
--------------------------------------------------------------------------------


                                                                           Page

INDEPENDENT AUDITORS' REPORT                                                 1

FINANCIAL  STATEMENTS  AS OF  DECEMBER  31, 1999 AND 1998 AND FOR THE YEARS THEN
   ENDED:

   Statements of Net Assets Available for Benefits                           2

   Statements of Changes in Net Assets Available for Benefits                3

   Notes to Financial Statements                                           4-6



SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1999 AND FOR THE YEAR THEN ENDED:

   Item 27a - Schedule of Assets Held for Investment Purposes                7
   Item 27d - Schedule of Reportable Transactions                            8

SUPPLEMENTAL SCHEDULES OMITTED:
   The following  supplemental  schedules are excluded because of the absence of
   conditions under which they are required:

   Item 27b - Schedule of Loans or Fixed  Income  Obligations  Due in Default or
   Uncollectible  Item 27c -  Schedule  of Leases in Default  or  Classified  as
   Uncollectible Item 27e - Schedule of Nonexempt Transactions




INDEPENDENT AUDITORS' REPORT


To Seneca Foods Corporation
Employees' Savings Plan

We have audited the accompanying statements of net assets available for benefits
of the Seneca  Foods  Corporation  Employees'  Savings  Plan ("the  Plan") as of
December 31, 1999 and 1998, and the related  statements of changes in net assets
available for benefits for the years then ended. These financial  statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  the  financial  statements  present  fairly,  in all  material
respects,  the net assets  available for benefits of the Plan as of December 31,
1999 and 1998,  and the changes in net assets  available  for  benefits  for the
years then ended in conformity with generally accepted accounting principles.

Our audit was  conducted for the purpose of forming an opinion on the basic 1999
financial statements taken as a whole. The supplemental  schedules listed in the
Table of Contents are presented  for the purpose of additional  analysis and are
not  a  required  part  of  the  basic  1999  financial   statements,   but  are
supplementary  information  required  by the  Department  of  Labor's  Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security  Act of 1974.  These  schedules  are the  responsibility  of the Plan's
management.  Such  schedules  have been  subjected  to the  auditing  procedures
applied in our audit of the basic 1999 financial statements and, in our opinion,
are fairly stated in all material  respects  when  considered in relation to the
basic 1999 financial statements taken as a whole.




Deloitte & Touche LLP
Rochester, New York
June 13, 2000

   SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998


                                               1999                   1998
ASSETS

INVESTMENTS:
  At fair value:
    Seneca Foods Corp. Common Stock        $1,406,843               $863,803
    Stable Value Fund                       2,496,113              2,204,247
    Stock Index Fund                        4,205,104                    -
    Balanced Fund                           5,525,270              4,625,501
    Growth and Income Fund                  4,899,356              4,087,753
    Value Fund                                  2,736              3,409,827
    International Fund                        274,639                 22,505
                                           ----------             ----------
        Total investments                  18,810,061             15,213,636

LOAN RECEIVABLE                                 4,600                    -

CONTRIBUTIONS RECEIVABLE:
  Employee                                    164,371                306,408
  Employer                                    760,641                808,241
                                           ----------             ----------
        Total contributions receivable        925,012              1,114,649

NET ASSETS AVAILABLE FOR BENEFITS         $19,739,673            $16,328,285
                                          ===========            ===========

See notes to financial statements.


SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998

                                                 1999                 1998


ADDITIONS:
  Participant contributions                 $3,641,952           $3,609,760
  Employer contributions                       766,319              805,265
  Net appreciation in fair
    value of investments                       810,482               50,974
  Dividend  income                             441,250              936,650
                                             ---------            ---------
        Total additions                      5,660,003            5,402,649

DEDUCTIONS:
  Withdrawals by participants                2,248,615              792,926
  Administrative expenses                          -                 56,169
                                             ---------            ---------
        Total deductions                     2,248,615              849,095

NET INCREASE                                 3,411,388            4,553,554

NET ASSETS AVAILABLE FOR BENEFITS,
  BEGINNING OF YEAR                         16,328,285           11,774,731
                                            ----------           ----------
NET ASSETS AVAILABLE FOR BENEFITS,
  END OF YEAR                              $19,739,673          $16,328,285
                                           ===========          ===========

See notes to financial statements.



SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------


1.    DESCRIPTION OF PLAN

      The following  description of Seneca Foods Corporation  Employees' Savings
      Plan ("the Plan") provides only general  information.  Participants should
      refer to the Plan Agreement for a more complete  description of the Plan's
      provisions.

      General - The Plan is a defined contribution plan intended to qualify as a
      cash or deferred  arrangement under Section 401(k) of the Internal Revenue
      Code.  Substantially  all  employees  of Seneca  Foods  Corporation  ("the
      Company") are eligible to  participate  after  completion of twelve months
      employment  and attainment of age  twenty-one.  The Plan is subject to the
      provisions  of  the  Employee  Retirement  Income  Security  Act  of  1974
      ("ERISA").

      Contributions - Participants  may elect to contribute,  on a pre-tax basis
      (elective deferrals),  from 1% to 15% of their compensation.  Participants
      may  also  contribute  amounts   representing   distributions  from  other
      qualified   defined  benefit  or  contribution   plans.  The  Company  may
      contribute  additional amounts at the discretion of the Company's Board of
      Directors.  Such amounts are allocated based on the  participants pro rata
      share of total participating payroll.

      Vesting  -   Participants   are   immediately   vested  in  all   elective
      contributions and related  earnings.  Matching  contributions  made by the
      Plan sponsor fully vest after a service period of five years.

      Payment of  Benefits - After  termination  of service,  the  participant's
      account  balance is generally  distributed in a lump sum if the balance is
      less than $3,500.

      Plan  Termination - Although it has not expressed any intent to do so, the
      Company has the right under the Plan to discontinue its  contributions  at
      any time and/or to terminate the Plan subject to the  provisions of ERISA.
      In the event of plan termination,  the  Administrator  shall determine the
      method of  distribution of the  participants'  accounts in accordance with
      the provisions of the plan.

      Participant  Accounts - Each  participant's  account is credited  with the
      participant's  contribution  and  allocations  of (a)  additional  Company
      contributions (if any), and (b) Plan earnings, and is also charged with an
      administrative  expense  of $9  per  quarter.  Allocations  are  based  on
      participant earnings or account balances, as defined. The benefit to which
      a  participant  is entitled is the benefit  that can be provided  from the
      participant's vested account.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of  Accounting - The  accompanying  financial  statements  have been
      prepared on the accrual basis of accounting.

      Valuation of  Investments  - All  investments  are valued at fair value as
      determined by quoted market prices.  Current year increases  and decreases
      in market value are recognized as investment appreciation or depreciation.
      All security transactions are recorded as of the trade date.  Participant-
      directed investments may be made in the following funds:(1) Scudder Stable
      Value Fund; (2) Scudder Balanced Fund; (3) Scudder Growth and Income Fund;
      (4) Scudder Value Fund; (5) Scudder International Fund; (6) Scudder  Stock
      Index Fund; (7) Seneca Foods Corp. Company Stock.

      Payment of Benefits - Benefits are recorded  when paid. As of December 31,
      1999 and 1998 net assets  available  for  benefits  included  benefits  of
      $62,518 and $82,749,  respectively, due to participants who have withdrawn
      from participation in the Plan.

      Use of Estimates - The  preparation of financial  statements in conformity
      with generally accepted accounting  principles requires management to make
      estimates and assumptions  that affect the reported  amounts of assets and
      liabilities  and  disclosure of contingent  assets and  liabilities at the
      date of the financial statements and the reported amounts of additions and
      deductions during the reporting  period.  Actual results could differ from
      those estimates.

3.    TAX STATUS

      The Plan was established under a Prototype Plan, but has been amended. The
      Plan has not received a determination letter on the amended plan, however,
      the Plan Administrator believes that the Plan is currently designed and is
      being  operated in  compliance  with the  applicable  requirements  of the
      Internal Revenue Code.



<PAGE>


<TABLE>

SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN

ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999

<CAPTION>
                                               c.  Description of Investment
b.  Identity of Issue,                         Including Maturity Date,
Borrower, Lessor                               Rate of Interest, Collateral,                                  e. Current
or Similar Party                               Par or Maturity Value                      d.  Cost                 Value

<S>                                            <C>                                        <C>                 <C>

Seneca Foods Corp. Company Stock                 122,440 shares                           $1,580,638          $1,406,843

Stable Value Fund                              2,496,113 shares                            2,496,113           2,496,113

Stock Index Fund                                 102,539 shares                            3,897,478           4,205,104

Balanced Fund                                    261,242 shares                            4,986,918           5,525,270

Growth and Income Fund                           183,565 shares                            4,863,078           4,899,356

Value Fund                                           116 shares                                2,757               2,736

International Fund                                 3,882 shares                              223,778             274,639
                                                                                         -----------         -----------
TOTAL ASSETS HELD FOR INVESTMENT PURPOSES                                                $14,294,893         $18,810,061
                                                                                         ===========         ===========
<FN>
Note:  Column a is omitted as it is not applicable.
</FN>
</TABLE>




<PAGE>



                                      - 6 -
<TABLE>

SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN

ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999


SINGLE TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS
OF 5% OF THE CURRENT VALUE OF PLAN ASSETS
<CAPTION>

                                                                                                    h.  Current
a.  Identity of Party Involved                                                                          Value of
b.  Description of Assets                                                                               Asset on       i.   Net
(including interest rate                   c. Purchase         d.   Selling        g.    Cost           Transaction         Gain or
and maturity in case of a loan)               Price                 Price                of Asset       Date                (Loss)
<S>                                        <C>                 <C>                 <C>              <C>                <C>


                                                                           NONE

</TABLE>
<TABLE>

SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT
IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS

<CAPTION>

                                                                                                      h.  Current
a.  Identity of Party Involved                                                                         Value of
b.  Description of Assets                                                                               Asset on       i.   Net
(including interest rate                   c. Purchase         d.   Selling        g.    Cost         Transaction         Gain or
 and maturity in case of a loan)              Price                  Price              of Asset        Date                (Loss)
<S>                                        <C>                 <C>                 <C>              <C>                <C>

Balanced Fund                              $1,187,140          $     -               $1,187,140         $1,187,140        $  -
Growth and Income Fund                     $1,424,435          $     -               $1,424,735         $1,424,735        $  -
Stock Index Fund                           $3,997,120          $     -               $3,997,120         $3,997,120        $  -
Value Fund                                 $      -            $4,301,917            $4,298,780         $4,301,917        $3,137

<FN>
Note:  Columns e and f are omitted as not applicable.
</FN>
</TABLE>


<PAGE>




                                   SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
trustees  have duly caused this annual  report to be signed on its behalf by the
undersigned thereunto duly authorized.





                                                  Seneca Foods Corporation
                                                  Employees' Savings Plan
                                                  (Name of Plan)



                                                    /s/Kraig H. Kayser
                                                    -----------------------
June 29, 2000                                       Kraig H. Kayser
                                                    Trustee of Seneca Foods
                                                    Corporation Employees'
                                                    Savings Plan


<PAGE>


                                  Exhibit Index

Exhibit 1 - Consent of Independent Accountants
<PAGE>


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