Signature Fruit Company, LLC Acquisition
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): August 18, 2006
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))
|
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
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
is attached to this Current Report on Form 8-K as Exhibit 2 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 replaces the existing $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
is
attached to this Current Report on Form 8-K as Exhibit 10.1 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 is attached to this Current Report on Form 8-K
as
Exhibit 10.2 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, is attached to
this
Current Report on Form 8-K as Exhibit 3 and is incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits.
(a) Financial
Statements of Business Acquired.
The
financial statements and additional information required pursuant to Item
9.01(a) of Form 8-K will be filed by amendment to this report on Form 8-K within
71 calendar days after the date on which this report on Form 8-K must be
filed.
(b) Pro
Forma
Financial Information.
The
pro
forma financial information required pursuant to Item 9.01(b) of Form 8-K will
be filed by amendment to this report on Form 8-K within 71 calendar days after
the date on which this report on Form 8-K must be filed.
(d) Exhibits
|
2
|
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.
|
|
3
|
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.
|
|
10.1
|
Amended
and Restated Revolving Credit Agreement dated as of August 18,
2006.
|
|
10.2
|
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.
|
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: August
23, 2006
SENECA
FOODS CORPORATION
By:
/s/Jeffrey
L. Van Riper
Jeffrey
L. Van Riper
Controller