a8-k0100109.htm
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
__________________________
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (date of earliest event reported): September 28, 2009
SENECA FOODS
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
|
New
York
(State
or Other Jurisdiction of Incorporation)
|
0-01989
(Commission
File Number)
|
16-0733425
(IRS
Employer Identification No.)
|
3736
South Main Street, Marion, New York 14505-9751
(Address
of Principal Executive Offices, including zip code)
(315)
926-8100
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement
Seneca
Foods Corporation (the “Company”) has an Alliance Agreement with General Mills
Operations, LLC (“GMOL”), originally entered into with GMOL's predecessor, The
Pillsbury Company, on February 10, 1995, whereby the Company processes
canned and frozen vegetables for GMOL, primarily under the Green Giant®
brand name. GMOL continues to be responsible for all of the sales,
marketing and customer service functions for the Green Giant®
products. General Mills, Inc. guarantees various GMOL financial
obligations under the Alliance Agreement.
On
September 28, 2009, the Company, GMOL and General Mills, Inc. entered into a
Second Amended and Restated Alliance Agreement (the “Alliance Agreement”)
pursuant to which certain provisions were modified to (i) amend numerous
definitions to reflect current practices and various changes in
the administrative and working capital
costs included in the calculation of fees payable to the Company
under the Alliance Agreement (resulting in a
net increase of such components of the calculation); (ii) provide that
the tolling fee per standard case paid to the Company shall be modified each
year using an index to account for inflation factors, but in no event less than
a base tolling fee; (iii) clarify risk
allocation for losses related to damage claims not covered by insurance; (iv)
require release of GMOL’s lien on certain
core plants used by the Company to perform the Services upon the Company’s final note payment to GMOL on or about September 30, 2009; (v)
provide that the remaining depreciation and lease costs related to certain
closed plants will be deducted from that final note payment on or about
September 30, 2009; and (vi) reduce the
termination fee and extend the length of the
advance notice time period required
to terminate the Alliance Agreement without
cause.
The
foregoing description of the terms of the Alliance Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Alliance Agreement, a copy of which the Company intends to file with
its Quarterly Report on Form 10-Q for the quarter ended September 26, 2009, with
portions omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment to be filed
simultaneously with the filing of such Form 10-Q.
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 hereunto
duly authorized.
Date: October
2, 2009
SENECA
FOODS CORPORATION
By: /s/Jeffrey
L. Van
Riper
Jeffrey
L. Van Riper
Vice
President and Controller