8-K 1 0001.txt GENESEE DECLARES PARTIAL LIQUIDATING DISTRIBUTION Exhibit Index at Page 3 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): January 18, 2001 GENESEE CORPORATION (Exact Name of Registrant as Specified in Charter) NEW YORK 0-1653 16-0445920 (State or other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 445 St. Paul Street, Rochester, New York 14605 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (716) 546-1030 Item 5. Other Events. Genesee Corporation issued a news release on January 18, 2001, which is filed with this report as Exhibit 99. Item 7. Exhibits. An exhibit filed with this report is identified in the Exhibit Index at Page 3. 1 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. Genesee Corporation Date: January 19, 2001 By /s/ Mark W. Leunig Mark W. Leunig, Sr. Vice President and Chief Administrative Officer 2 EXHIBIT INDEX Page Exhibit 99 News Release Dated January 18, 2001 4 3 Exhibit 99 FOR IMMEDIATE RELEASE CONTACT: Mark W.Leunig Director of Investor Relations (716) 263-9440 Genesee Corporation Declares Partial Liquidating Distribution ROCHESTER, NEW YORK, January 18, 2001 - The Board of Directors of Genesee Corporation (NASDAQ/NMS: GENBB) today declared a partial liquidating distribution of $7.50 per share, payable on March 1, 2001 to Class A and Class B shareholders of record on February 20, 2001. The partial liquidating distribution announced today is the first of what is expected to be a series of liquidating distributions pursuant to the plan of liquidation and dissolution approved by the Corporation's shareholders on October 19, 2000. The liquidating distribution announced today distributes to shareholders a portion of the proceeds received by the Corporation from the sale of its brewing and equipment leasing businesses, after making provision for taxes and reserves for contingent liabilities and post-closing obligations related to those transactions. "We expect to make additional liquidating distributions as the contingent liabilities and post-closing obligations are discharged and the Corporation receives payment from High Falls Brewing Company on the promissory notes that financed a portion of the brewing business sale," said Mark W. Leunig, Senior Vice President and Chief Administrative Officer of the Corporation. Other factors that will affect the amount and timing of additional liquidating distributions include the amount that will ultimately be realized from and the timing of the sale of the Corporation's foods business and other assets, which will depend on the terms of the transactions in which those assets are sold; the payment or provision for the payment of debts, expenses, taxes and other liabilities of the Corporation; and the timing and cost of liquidating and winding up the Corporation's business and affairs. 4 NOTE: Statements made in this news release regarding the payment of additional liquidating distributions are forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties, and there can be no assurance that the expectations reflected in those statements will be realized or achieved. Such risks and uncertainties include, without limitation, the risk of default by High Falls Brewing Company on its payment and other obligations under the promissory notes held by the Corporation; risks associated with continued ownership and operation of the foods business; the possibility of delay in finding buyers and completing the divestiture of the foods business and other assets of the Corporation; possible contingent liabilities and post-closing indemnification and other obligations arising from the sale of the Corporation's brewing and equipment leasing businesses; and risks associated with the liquidation and dissolution of the Corporation, including without limitation, settlement of the Corporation's liabilities and obligations, costs incurred in connection with carrying out the plan of liquidation and dissolution, the amount of income earned on the Corporation's cash and cash equivalents and short-term investments during the liquidation period, and the actual timing of liquidating distributions. Copies of Genesee Corporation news releases are available free of charge by calling PRNewswire's Company News On Call at 800-758-5804, Extension 352775, or on the Internet at http;//www.prnewswire.com/cno - END - 5