-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WkKr7PCcfE30JI9ucnVjpHo+uBGhlGVR7nvHn4rvRZTdlypmVuVtV/VmnZ9PpT9z dJRl+ucKBUpbf8OJFsUEqw== 0000950152-02-009041.txt : 20021203 0000950152-02-009041.hdr.sgml : 20021203 20021203101244 ACCESSION NUMBER: 0000950152-02-009041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021202 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENESEE CORP CENTRAL INDEX KEY: 0000040934 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 160445920 STATE OF INCORPORATION: NY FISCAL YEAR END: 0503 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-01653 FILM NUMBER: 02846666 BUSINESS ADDRESS: STREET 1: 600 POWERS BUILDING STREET 2: 16 WEST MAIN STREET CITY: ROCHESTER STATE: NY ZIP: 14614 BUSINESS PHONE: 7164541250 MAIL ADDRESS: STREET 1: 445 ST PAUL STREET CITY: ROCHESTER STATE: NY ZIP: 14605 FORMER COMPANY: FORMER CONFORMED NAME: GENESEE BREWING CO INC DATE OF NAME CHANGE: 19880322 8-K 1 l97531ae8vk.txt GENESEE CORPORATION FORM 8-K 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): December 2, 2002 ----------------------------- 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.) 600 Powers Building, 16 West Main Street, Rochester, New York 14614 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (585) 454-1250 ---------------------------- Item 5. OTHER EVENTS. Genesee Corporation issued a news release on December 2, 2002, 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. 2 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: December 2, 2002 By /s/ Steven M. Morse --------------------------- --------------------------------------- Steven M. Morse, Vice President and Chief Financial Officer 3 EXHIBIT INDEX PAGE Exhibit 99 News Release Dated December 2, 2002 4 EX-99 3 l97531aexv99.txt GENESEE CORPORATION EXHIBIT 99 4 EXHIBIT 99 600 Powers Building, 16 West Main Street, Rochester, New York 14614-1601 585-454-1250 FOR IMMEDIATE RELEASE CONTACT: Mark W. Leunig Director of Investor Relations (585) 454-1250 GENESEE CORPORATION ANNOUNCES FURTHER ADJUSTMENT IN VALUE OF $4 MILLION NOTE RECEIVABLE FROM HIGH FALLS BREWING COMPANY ROCHESTER, NEW YORK, December 2, 2002 -- Genesee Corporation (NASDAQ/NMS: GENBB) today announced that is has updated its estimate of the value of the $4 million note receivable from High Falls Brewing Company LLC ("High Falls"), reducing the amount recorded for the note on the Corporation's Statement of Net Assets in Liquidation to $2.8 million. Prior to this adjustment, the note receivable from High Falls was recorded at $3.7 million. The $900,000 reduction reflects management's current estimate of the value of the note based on the fair market value of publicly traded debt instruments of similar quality. After giving effect to this adjustment, the Corporation estimates that net assets in liquidation at October 26, 2002 are $15.2 million, or $9.10 per share, compared to the $16.1 million in net assets in liquidation, or $9.64 per share, that was previously reported. The Corporation has begun discussions with High Falls regarding the terms of a possible restructuring of the High Falls note after being notified by High Falls that it will not be able to make the $1 million principal payment due on December 15, 2002. High Falls has indicated that it expects to make the $120,000 interest payment that is due on December 15, 2002. The Corporation does not expect to make any further announcements regarding the status of the High Falls note prior to the completion of its discussions with High Falls regarding a possible restructuring. 5 FORWARD-LOOKING STATEMENTS Statements made in this news release about the net assets of the Corporation in liquidation are forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are subject to a number of significant 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 amount and timing of payments to the Corporation by High Falls Brewing Company LLC ("High Falls") under a promissory note held by the Corporation; the risk of default by High Falls on its payment and other obligations under that note; the possible extension of payment or renegotiation of terms under that note; possible contingent liabilities and post-closing indemnification and other obligations arising from the sale of the Corporation's brewing, foods and equipment leasing businesses and other assets; the risk that federal, state or local taxing authorities will audit the tax returns filed by the Corporation to report the sale of its brewing, foods and equipment leasing businesses and other assets resulting in additional taxes being assessed against the Corporation; the risk that income, sales, use and other tax returns filed by the Corporation prior to the divestiture of its brewing, foods and equipment leasing businesses might be audited by federal, state or local taxing authorities resulting in additional taxes being assessed against the Corporation; the risk that the Corporation may not be able to realize its current estimate of the net value of its assets; the risk that the Corporation may have underestimated the settlement expense of its obligations and liabilities, including without limitation, its estimates of self-insured workers compensation liability, accrued compensation, and tax liabilities; 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 during the liquidation period on the Corporation's bond portfolio and investments in money market funds, risks that the market value of the Corporation's bond portfolio could decline, risks associated with investment in bonds and money market funds in the current low interest rate environment, and the actual timing of the winding up and dissolution of the Corporation. Rules governing liquidation accounting require the Corporation to estimate the net value of assets in liquidation. The estimates of net assets in liquidation are based on generally accepted accounting principles and present facts and circumstances and the value of assets actually realized in liquidation is expected to differ from the amounts estimated and could be greater or lesser than the amounts estimated. Accordingly, it is not possible to predict the aggregate amount that will ultimately be distributable to shareholders and no assurance can be given that the amount to be received in liquidation will equal or exceed the estimate of net assets in liquidation per share set forth in the this news release. -----END PRIVACY-ENHANCED MESSAGE-----