-----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, Fd2bTrjzadd5SJrWgXoLqCePPY5r/nGjFwQr3TfJ9eYgj3G6lxC85dcyyJLFApdg rkXxc25tgQph+8GptAwcuQ== 0000088948-97-000016.txt : 19971212 0000088948-97-000016.hdr.sgml : 19971212 ACCESSION NUMBER: 0000088948-97-000016 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19971211 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SENECA FOODS CORP /NY/ CENTRAL INDEX KEY: 0000088948 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033] IRS NUMBER: 160733425 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-01989 FILM NUMBER: 97736010 BUSINESS ADDRESS: STREET 1: 1162 PITTSFORD VICTOR RD CITY: PITTSFORD STATE: NY ZIP: 14534 BUSINESS PHONE: 7163859500 FORMER COMPANY: FORMER CONFORMED NAME: PIERCE S S COMPANY INC DATE OF NAME CHANGE: 19861210 FORMER COMPANY: FORMER CONFORMED NAME: SENECA FOODS CORP DATE OF NAME CHANGE: 19780425 FORMER COMPANY: FORMER CONFORMED NAME: SENECA GRAPE JUICE CORP DATE OF NAME CHANGE: 19710419 11-K 1 ANNUAL REPORT OF EMPLOYEE BENEFIT PLAN SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 1996 Seneca Foods Corporation Employees' Savings Plan (Full title of the Plan) Seneca Foods Corporation (Name of issuer of the securities held pursuant to the Plan) 1162 Pittsford-Victor Road, Pittsford, New York 14534 (Address of principal executive office) REQUIRED INFORMATION 1. Plan financial statements and schedules examined by an independent accountant prepared in accordance with financial reporting requirements of ERISA. See accompanying index on page 3. 2. Signature 3. Exhibit Exhibit 1 - Consent of Independent Accountants SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN TABLE OF CONTENTS - -------------------------------------------------------------------------------- Page INDEPENDENT AUDITORS' REPORT 4 FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND 1995 AND FOR THE YEARS THEN ENDED: Statements of Net Assets Available for Benefits 5 Statements of Changes in Net Assets Available for Benefits 6 Notes to Financial Statements 7-9 SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1996 AND FOR THE YEAR THEN ENDED: Item 27a - Schedule of Assets Held for Investment Purposes 10 Item 27d - Schedule of Reportable Transactions 11 SUPPLEMENTAL SCHEDULES OMITTED: The following supplemental schedules are excluded because of the absence of conditions under which they are required: Item 27b - Schedule of Loans or Fixed Income Obligations Item 27c - Schedule of Leases in Default or Classified as Uncollectible Item 27e - Schedule of Nonexempt Transactions INDEPENDENT AUDITORS' REPORT To Seneca Foods Corporation Employees' Savings Plan We have audited the accompanying statements of net assets available for benefits of the Seneca Foods Corporation Employees' Savings Plan ("the Plan") as of December 31, 1996 and 1995, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1996 and 1995, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1996 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/Deloitte & Touche LLP Rochester, New York December 1, 1997 SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996 AND 1995 - -------------------------------------------------------------------------------- 1996 1995 ASSETS INVESTMENTS: At fair value: Seneca Foods Corporation common stock $ 2,135 $ - INVESCO Stable Value Fund 1,183,852 723,943 Vanguard Wellington Fund 1,754,503 945,519 T. Rowe Price Equity Income Fund 1,492,167 736,436 Neuberger & Berman Guardian Fund 1,734,044 891,594 ---------- ---------- Total investments 6,166,701 3,297,492 ---------- ---------- CONTRIBUTIONS RECEIVABLE: Employee 239,949 165,321 Employer 195,882 - ---------- ---------- Total contributions receivable 435,831 165,321 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $ 6,602,532 $ 3,462,813 ============= ============ See notes to financial statements. SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1996 AND 1995 - -------------------------------------------------------------------------------- 1996 1995 ADDITIONS: Participant contributions $ 2,564,162 $ 2,386,210 Employer contributions 195,882 - Net appreciation in fair value of investments 537,483 315,912 Dividend income 161,138 70,459 --------- --------- Total additions 3,458,665 2,772,581 --------- --------- DEDUCTIONS: Withdrawals by participants 282,198 83,237 Administrative expenses 36,748 25,226 --------- ---------- Total deductions 318,946 108,463 NET INCREASE 3,139,719 2,664,118 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 3,462,813 798,695 --------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 6,602,532 $ 3,462,813 ========= ========= See notes to financial statements. SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996 AND 1995 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following description of Seneca Foods Corporation Employees' Savings Plan ("the Plan") provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. General - The Plan, which came into effect in 1994, is a defined contribution plan intended to qualify as a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. Substantially all employees of Seneca Foods Corporation ("the Company") are eligible to participate after completion of twelve months employment and attainment of age twenty-one. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Contributions - Participants may elect to contribute, on a pre-tax basis (elective deferrals), from 1% to 15% of their compensation. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. Effective in 1996, the Company may contribute additional amounts at the discretion of the Company's Board of Directors. Such amounts are allocated based on the participants pro rata share of total participating payroll. Vesting - Participants are immediately vested in all elective contributions and related earnings. Payment of Benefits - After termination of service, the participant's account balance is generally distributed in a lump sum. Plan Termination - Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and/or to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, the Administrator shall determine the method of distribution of the participants' accounts in accordance with the provisions of the plan. Participant Accounts - Each participant's account is credited with the participant's contribution and allocations of (a) additional Company contributions (if any), and (b) Plan earnings, and is also charged with an administrative expense of $9 per quarter. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting - The accompanying financial statements have been prepared on the accrual basis of accounting. Valuation of Investments - All investments are valued at fair value as determined by quoted market prices. Payment of Benefits - Benefits are recorded when paid. As of December 31, 1996 and 1995 net assets available for benefits included benefits of $8,347 and $19,225, respectively, due to participants who have withdrawn from participation in the Plan. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. 3. INVESTMENTS The Plan's investments are held with the Plan Trustee. The following table presents the changes in investments for the years ended December 31, 1996 and 1995.
Neuberger INVESCO Vanguard T. Rowe & Berman Seneca Stable Wellington Price Equity Guardian Stock Value Fund Fund Income Fund Fund Total Account value, January 1, 1995 $ - $144,918 $215,439 $153,149 $208,937 $722,443 Contributions - 584,696 624,510 496,691 591,244 2,297,141 Dividend income - 21,505 27,226 15,955 5,773 70,459 Net appreciation in fair value - - 113,045 97,208 105,659 315,912 ---------- -------- -------- -------- --------- ------- - 751,119 980,220 763,003 911,613 3,405,955 ---------- -------- -------- -------- --------- --------- Less: Benefits paid to participants - 15,499 30,742 18,346 18,650 83,237 Administrative expenses - 6,297 7,237 5,441 6,251 25,226 ---------- ------- ------- ------- ------- ------ - 21,796 37,979 23,787 24,901 108,463 Transfers - (5,380) 3,278 (2,780) 4,882 - ---------- -------- ------- -------- ----- ------- Account value, December 31, 1995 - 723,943 945,519 736,436 891,594 3,297,492 Contributions 2,445 459,519 716,538 605,212 705,820 2,489,534 Dividend income - 54,346 58,454 34,528 13,810 161,138 Net appreciation in fair value (201) - 151,061 173,988 212,635 537,483 ------ -------- -------- --------- --------- ------- 2,244 1,237,808 1,871,572 1,550,164 1,823,859 6,485,647 Less: Benefits paid to participants - 66,699 89,664 66,039 59,796 282,198 Administrative expenses 109 8,203 10,698 8,443 9,295 36,748 ----- ------- -------- ------- ------- ------ 109 74,902 100,362 74,482 69,091 318,946 Transfers - 20,946 (16,707) 16,485 (20,724) - ---------- -------- --------- -------- -------- ------- Account value, December 31, 1996 $ 2,135 $ 1,183,852 $ 1,754,503 $ 1,492,167 $ 1,734,044 $ 6,166,701 ========== =========== =========== =========== =========== ===========
4. TAX STATUS The Plan was established under Prototype Plan, but has been amended. The Plan has not received a determination letter on the amended plan, however, the Plan Administrator believes that the Plan is currently designed and is being operated in compliance with the applicable requirements of the Internal Revenue Code. SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 - ---------------------------------------------------------------------------------------------------------------------
c. Description of Investment b. Identity of Issue, Including Maturity Date, Borrower, Lessor Rate of Interest, Collateral, e. Current or Similar Party Par or Maturity Value d. Cost Value Seneca Foods Common Stock 233 shares $ 2,331 $ 2,135 INVESCO Stable Value Fund 1,183,852 units 1,183,852 1,183,852 Vanguard Wellington Fund 67,094 shares 1,584,601 1,754,503 T. Rowe Price Equity Income Fund 66,201 shares 1,302,425 1,492,167 Neuberger & Berman Guardian Fund 109,266 shares 1,463,688 1,734,044 ----------- --------- TOTAL ASSETS HELD FOR INVESTMENT PURPOSES $ 5,536,897 $ 6,166,701 ============ ============ Note: Column a is omitted as it is not applicable.
SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1996 - ------------------------------------------------------------------------------------------------------------------------------------ SINGLE TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS
h. Current a. Identity of Party Involved Value of b. Description of Assets (including Asset on i. Net interest rate and maturity in c. Purchase d. Selling g. Cost Transaction Gain or case of a loan) Price Price of Asset Date (Loss) None
SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS
h. Current a. Identity of Party Involved Value of b. Description of Assets (including Asset on i. Net interest rate and maturity in c. Purchase d. Selling g. Cost Transaction Gain or case of a loan) Price Price of Asset Date (Loss) INVESCO Stable Value Fund $540,246 $ - $540,246 $540,246 $ - Vanguard Wellington Fund $853,219 $ - $853,219 $853,219 $ - T. Rowe Price Equity Income Fund $712,292 $ - $712,292 $712,292 $ - Neuberger & Berman Guardian Fund $747,354 $ - $747,354 $747,354 $ -
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. Seneca Foods Corporation Employees' Savings Plan (Name of Plan) /s/Kraig H. Kayser December 10, 1997 Kraig H. Kayser Trustee of Seneca Foods Corporation Employees' Savings Plan Exhibit Index Exhibit 1 - Consent of Independent Accountants EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Post-Effective Amendment No. 1 to Registration Statement No. 333-12365 of Seneca Foods Corporation on Form S-8 of our report dated December 1, 1997, appearing in this Annual Report on Form 11-K of Seneca Foods Corporation Employees' Savings Plan for the year ended December 31, 1996. /s/DELOITTE & TOUCHE LLP Rochester, New York December 10, 1997 -----END PRIVACY-ENHANCED MESSAGE-----