8-K/A Related to Signature Acquistion
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________________
FORM
8-K/A
(Amendment
No. 1)
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 18, 2006
SENECA
FOODS CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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New
York
(State
or Other Jurisdiction of Incorporation)
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0-01989
(Commission
File Number)
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16-0733425
(IRS
Employer Identification No.)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Explanatory
Note
The
Current Report on Form 8-K/A is being filed to amend Item 9.01 of the Current
Report on Form 8-K filed by Seneca Foods Corporation on August 23, 2006. This
amendment provides audited and unaudited historical financial statements of
the
business acquired and certain Pro Forma financial information as required under
Item 9.01 (as described thereunder), which financial statements and information
were not included in the Current Report on Form 8-K filed August 23,
2006.
Item
1.01 Entry
into a Material Definitive Agreement
On
August
18, 2006, Seneca Foods Corporation (the “Company”) entered into a Purchase
Agreement to acquire the outstanding membership interests in Signature Fruit
Company, LLC (“Signature”) from John Hancock Life Insurance Company and John
Hancock Variable Life Insurance Company (the “Sellers”). The information set
forth below in Item 2.01 relating to the acquisition of Signature is
incorporated by reference into this Item 1.01. A copy of the Purchase Agreement
was attached to the Current Report on Form 8-K as Exhibit 2 filed on August
23,
2006 and is incorporated herein by reference.
Also
on
August 18, 2006, the Company, Seneca Snack Company and Signature, entered into
an Amended and Restated Revolving Credit Agreement with a consortium of five
banks with Bank of America, N.A. as Administrative Agent, Collateral Agent
and
Issuing Bank. The Amended and Restated Revolving Credit Agreement provides
for a
$250 million revolving credit facility (which upon the satisfaction of certain
conditions may be increased to up to $400 million) maturing in August 2011.
The
$250 million facility replaced a $100 million revolving credit facility, which
was to mature in July 2011. The interest rate on the $250 million facility
is
based on LIBOR or the Bank of America’s prime rate plus an applicable margin
determined based on overall Company leverage as set forth in the Amended and
Restated Credit Agreement. Additionally, the Company pays fees on the unused
portion of the revolver also based upon overall Company leverage as set forth
in
the Amended and Restated Credit Agreement, a copy of which was attached to
the
Current Report on Form 8-K as Exhibit 2 filed on August 23, 2006 and is
incorporated herein by reference.
.
Item
2.01 Completion
of Acquisition or Disposition of Assets
On
August
18, 2006, the Company acquired the outstanding membership interests in Signature
from the Sellers pursuant to a Purchase Agreement dated August 18, 2006 (the
“Acquisition”). Signature, located in Modesto, California, is engaged in the
shelf stable fruit processing business. The purchase price totaled $45 million
plus the assumption of certain liabilities. The Acquisition was financed with
$20 million in cash and $25 million of the Company’s Convertible Participating
Preferred Stock, Series 2006. In connection with the Acquisition, the Company
executed a guaranty with respect to Signature’s $45.5 million Senior Secured
Notes payable to the Sellers.
Item
2.03 Creation
of a Direct Financial Obligation
The
information set forth above in Items 1.01 and 2.01 relating to the Amended
and
Restated Revolving Credit Agreement and the guaranty of the Signature Senior
Secured Notes is incorporated by reference into this Item 2.03.
Item
3.02 Unregistered
Sales of Equity Securities
In
connection with the Acquisition, the Company issued 1,025,220 shares of its
newly designated Convertible Participating Preferred Stock, Series 2006 (the
“Preferred Shares”). The Preferred Shares were issued to the Sellers and were
valued at $25 million under the Purchase Agreement.
The
Preferred Shares are convertible into shares of the Company’s Class A Common
Stock at any time at the option of the holder thereof. The Preferred Shares
are
currently convertible on a one-for-one basis, subject to adjustment upon the
occurrence of certain dilutive events as set forth in the Company’s Certificate
of Incorporation, as amended.
The
issuance of the Preferred Shares was exempt from registration with the U.S.
Securities and Exchange Commission pursuant to the exemption from such
registration under Section 4(2) of the Securities Act of 1933, as amended,
for a
sale not involving a public offering. The Company and the Sellers entered into
a
Registration Rights Agreement with respect to the registration of the Preferred
Shares, as well as the shares of Class A Common Stock issuable upon conversion
of the Preferred Shares, for resale under the Securities Act. A copy of the
Registration Rights Agreement was attached to the Current Report on Form 8-K
as
Exhibit 10.2 filed on August 23, 2006 and is incorporated herein by
reference.
.
Item
5.03 Amendments
to Articles of Incorporation
On
August
18, 2006, the Company filed a Certificate of Amendment to its Certificate of
Incorporation with the New York Secretary of State authorizing a fifth series
of
Class A Preferred Stock designated Convertible Participating Preferred Stock,
Series 2006. The Company also filed a Certificate of Correction to the
Certificate of Amendment with the New York Secretary of State on August 21,
2006. A copy of the Certificate of Amendment, as corrected, was attached to
the
Current Report on Form 8-K as Exhibit 3 filed on August 23, 2006 and is
incorporated herein by reference.
.
Item
9.01 Financial
Statements and Exhibits.
(a) Financial
Statements of Business Acquired.
Audited
consolidated financial statements of Signature Fruit Company, LLC for the years
ended December 31, 2005, December 25, 2004, and December 27, 2003 and related
Reports of Independent Auditors thereon are included as Exhibit 99.1 and Exhibit
99.2 to this Current Report on Form 8-K/A and are incorporated herein by
reference.
(b) Financial
Statements of Business Acquired.
Unaudited
consolidated financial statements of Signature Fruit Company, LLC for the
six-month periods ended July 1, 2006 and June 25, 2005 are included as Exhibit
99.3 to this Current Report on Form 8-K/A and are incorporated herein by
reference.
(c) Pro
Forma
Financial Information.
The
required pro forma financial information of Seneca Foods Corporation as of
and
for the fiscal year ended March 31, 2006 and three months ended July 1, 2006
(Acquirer) and three months ended April 1, 2006 (Acquiree) is attached hereto
as
Exhibit 99.4 and is incorporated herein by reference.
(d) Exhibits
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2
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Purchase
Agreement by and among Seneca Foods Corporation, John Hancock Life
Insurance Company and John Hancock Variable Life Insurance Company
dated
as of August 18, 2006 (incorporated by reference to Exhibit 2 to
the
Current Report on Form 8-K filed August 23,
2006).
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3
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Certificate
of Amendment of the Certificate of Incorporation of Seneca Foods
Corporation filed August 18, 2006 as corrected by a Certificate of
Correction filed August 21, 2006 (incorporated by reference to Exhibit
3
to the Current Report on Form 8-K filed August 23,
2006).
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10.1
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Amended
and Restated Revolving Credit Agreement dated as of August 18, 2006
(incorporated by reference to Exhibit 10.1 to the Current Report
on Form
8-K filed August 23, 2006).
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10.2
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Registration
Rights Agreement between Seneca Foods Corporation, John Hancock Life
Insurance Company and John Hancock Variable Life Insurance Company
dated
as of August 18, 2006 (incorporated by reference to Exhibit 10.2
to the
Current Report on Form 8-K filed August 23,
2006).
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23.1
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Consent
of Independent Auditors - Ernst & Young
LLP
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99.1
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Audited
consolidated financial statements of Signature Fruit Company, LLC
for the
years ended December 31, 2005 and December 25, 2004 and related Report
of
Independent Auditors thereon.
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99.2
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Audited
consolidated financial statements of Signature Fruit Company, LLC
for the
years ended December 25, 2004 and December 27, 2003 and related Report
of
Independent Auditors thereon.
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99.3
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Unaudited
consolidated financial statements of Signature Fruit Company, LLC
for the
six month periods ended July 1, 2006 and June 25,
2005.
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99.4
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Unaudited
Pro Forma Condensed Consolidated financial statements of Seneca Foods
Corporation as of and for the fiscal year ended March 31, 2006 and
three
months ended July 1, 2006 (Acquirer) and three months ended April
1, 2006
(Acquiree).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this amended report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November
2, 2006
SENECA
FOODS CORPORATION
By:
/s/Jeffrey
L. Van Riper
Jeffrey
L. Van Riper
Controller