SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
August 11, 2003 (May 27, 2003)
Seneca Foods Corporation
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(Exact name of registrant as specified in its charter)
New York 0-1989 16-0733425
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(State or other jurisdiction of (Commission (I. R. S. Employer
incorporation or organization) File Number) Identification No.)
3736 South Main Street, Marion, New York 14505
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 315/926-8100
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Not Applicable
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Former name, former address and former fiscal year,
if changed since last report
Form 8-K/A
Seneca Foods Corporation
Item 2. Acquisition or Disposition of Assets
This Current Report on Form 8-K/A amends the Registrant's Current Report filed
on June 10, 2003 to incorporate the financial statement of Chiquita Processed
Foods, L.L.C., the business we acquired and pro forma financial information.
On May 27, 2003, the Registrant completed its acquisition of the membership
interest in Chiquita Processed Foods, L.L.C. from Chiquita Brands International,
Inc. The purchase price totaled $126.1 million plus the assumption of certain
liabilities. This acquisition was financed with cash, proceeds from a new $200
million revolving credit facility, and $16.1 million of the Registrant's
Participating Convertible Preferred Stock. In late June, the Registrant
refinanced $20.0 million of outstanding debt under the revolving credit facility
with new term debt from an insurance company. In August, the Registrant expects
to refinance up to an additional $22.5 million of outstanding debt under the
revolving credit facility with new term debt from an insurance company. The
Registrant sold three former Chiquita Processed Foods plants and related assets
to Lakeside Foods, Inc. on June 17, 2003. The Registrant sold one additional
plant of Chiquita Processed Foods and related assets to Lakeside Foods, Inc. on
August 6, 2003. The sales to Lakeside Foods generated $47 million in cash
proceeds, which was used to pay down debt. The refinancing of the additional
outstanding debt is still subject to the negotiation of definitive
documentation. Therefore, there can be no assurance that this transaction will
be completed.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements. The financial statements required to be included
in this current report on Form 8-K are filed as Exhibit 99.2--Unaudited
condensed financial statements of Chiquita Processed Foods, L.L.C. for three
months ended March 31, 2003 and Exhibit 99.3-Audited financial statements of
Chiquita Processed Foods, L.L.C. for year ended December 31, 2002, and nine
months ended December 31, 2001, and the year ended March 31, 2001.
(b) Pro Forma Financial Information. The pro forma financial information
required to be included in this current report on Form 8-K required to be
included in this current report on Form 8-K are filed as Exhibit 99.1 herewith.
(c) Exhibits.
Exhibit Number Description
23 Consent of Ernst & Young LLP independent
accountants of Chiquita Processed Foods, L.L.C.
99.1 Pro Forma Financial Information.
99.2 Unaudited condensed financial statements of Chiquita Processed Foods,
L.L.C. for three months ended March 31, 2003
99.3 Audited financial statements of Chiquita Processed Foods, L.L.C. for
year ended December 31, 2002, nine months ended December 31, 2001 and
the year ended March 31, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Seneca Foods Corporation
(Registrant)
/s/Kraig H. Kayser
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August 11, 2003 Kraig H. Kayser
President and
Chief Executive Officer