SENECA FOODS CORPORATION
3736 South Main Street
Marion, New York 14505
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Meeting") of the
shareholders of SENECA FOODS CORPORATION will be held at 3732 South Main Street,
Marion, New York, on Friday, August 8, 2003, at 1:00 p.m., Eastern Daylight
Savings Time, for the following purposes:
1. To elect two directors to serve until the Annual Meeting of shareholders
in 2006 and until their successors are duly elected and shall qualify.
2. To ratify the appointment by the Board of Directors of Deloitte & Touche
LLP as independent auditors for the fiscal year ending March 31, 2004.
3. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
Accompanying this notice is a form of proxy and Proxy Statement. If you are
unable to be present in person at the Meeting, please sign the enclosed form of
proxy and return it in the enclosed envelope. If you attend the Meeting and vote
personally, the proxy will not be used. Only shareholders of record at the close
of business on June 13, 2003, will be entitled to vote at the Meeting and any
adjournment thereof. The prompt return of your proxy will save the expense of
further communications.
A copy of the Annual Report for the fiscal year ended March 31, 2003, also
accompanies this Notice.
By order of the Board of Directors,
JEFFREY L. VAN RIPER
Secretary
DATED: Marion, New York
June 24, 2003
IT IS IMPORTANT THAT THE ENCLOSED PROXY BALLOT BE SIGNED, DATED AND PROMPTLY
RETURNED IN THE ENCLOSED ENVELOPE, SO THAT YOUR SHARES WILL BE REPRESENTED
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS OF
SENECA FOODS CORPORATION
________________________
Date of Mailing: June 24, 2003
Annual Meeting of Shareholders: August 8, 2003
The enclosed proxy is solicited by the Board of Directors of Seneca Foods
Corporation (hereinafter called the "Company"). Any proxy given pursuant to such
solicitation may be revoked by the shareholder at any time prior to the voting
of the proxy. The signing of the form of proxy will not preclude the shareholder
from attending the Annual Meeting (the "Meeting") and voting in person. Shares
represented by proxy will be voted in accordance with the directions of the
shareholder. The directors of the Company know of no matters to come before the
meeting other than those set forth in this Proxy Statement. In the event any
other matter may properly be brought before the meeting, the proxy holders will
vote the proxies in their discretion on such matter. If no choices are specified
on the proxy, the proxy will be voted FOR the proposals discussed in this Proxy
Statement.
All of the expenses involved in preparing and mailing this Proxy Statement
and the material enclosed herewith will be paid by the Company. The Company will
reimburse banks, brokerage firms and other custodians, nominees and fiduciaries
for expenses reasonably incurred by them in sending proxy material to beneficial
owners of stock.
Only record holders of the voting stock at the close of business on June
13, 2003 (the "Record Date") are entitled to vote at the Meeting. On that day
the following shares were issued and outstanding: (i) 3,911,480 shares of Class
A common stock, $0.25 par value per share ("Class A Common Stock"); (ii)
2,764,005 shares of Class B common stock, $0.25 par value per share ("Class B
Common Stock", and together with the Class A Common Stock, sometimes
collectively referred to as the "Common Stock"); (iii) 200,000 shares of Six
Percent (6%) Cumulative Voting Preferred Stock, $0.25 par value per share ("6%
Preferred Stock"); (iv) 407,240 shares of 10% Cumulative Convertible Voting
Preferred Stock - Series A, $0.025 stated value per share ("10% Series A
Preferred Stock"); (v) 400,000 shares of 10% Cumulative Convertible Voting
Preferred Stock - Series B, $0.025 stated value per share ("10% Series B
Preferred Stock"); and (vi) 3,482,496 shares of Convertible Participating
Preferred Stock with $0.025 par value per share (the "Convertible Participating
Preferred Stock"). The shares of Class B Common Stock, 10% Series A Preferred
Stock, and 10% Series B Preferred Stock are entitled to one vote per share on
all matters submitted to the Company's shareholders. The shares of Class A
Common Stock are entitled to one-twentieth (1/20) of one vote per share on all
matters submitted to the Company's shareholders. The shares of 6% Preferred
Stock are entitled to one vote per share, but only with respect to the election
of directors. The shares of Convertible Participating Preferred Stock are not
currently entitled to vote on matters submitted to shareholders (other than as
required by law); however, these shares are convertible on a share-for-share
basis into shares of Class A Common Stock, which are entitled to one-twentieth
(1/20) of one vote per share.
At the Meeting, shareholders of the Company will consider and vote upon the
following matters:
(1) To elect two directors to serve until the Annual Meeting of
shareholders in 2006 and until each of their successors is duly elected and
shall qualify.
(2) To ratify the appointment by the Board of Directors of Deloitte &
Touche LLP as independent auditors for the fiscal year ending March 31, 2004.
(3) To transact such other business as may properly come before the Meeting
or any adjournment thereof.
The Board of Directors of the Company unanimously recommends a vote FOR
each of the items set forth above.
PROPOSAL 1
ELECTION OF DIRECTORS
Under the By-Laws of the Company, its Board of Directors is divided into
three classes, as equal in number as possible, having staggered terms of three
years each. At this annual meeting two directors will be elected to serve until
the annual meeting in 2006 and until their successors are duly elected and shall
qualify.
Unless authority to vote for the election of directors is withheld or the
Proxy is marked to the contrary as provided therein, the enclosed Proxy will be
voted FOR the election of the two nominees listed below. The Board of Directors
has reduced the total number of directors from nine to eight, therefore, only
two directors are being nominated for this meeting.
Although the directors do not contemplate that any of the nominees will be
unable to serve, should such a situation arise, the Proxy may be voted for the
election of other persons as directors. Each nominee, to be elected as a
director, must receive the affirmative vote of a plurality of the votes cast at
the Meeting by the shareholders entitled to vote thereon.
The following table sets forth certain information with respect to the
nominees for election as directors and directors whose terms continue beyond the
meeting:
Served as
Director
Nominee Principal Occupation for Past Five Years (1) Age Since
------- ---------------------------------------- --- ----------
Nominees Standing for Election
------------------------------
To serve until the annual meeting of shareholders in 2006 and until their
successors are duly elected and shall qualify:
Arthur H. Baer (7) President of Hudson Valley Publishing since January 56 1998
2003 and 1998 to 1999; President Arrow Electronics from
2000 to 2002; President of XYAN Inc. from 1996 to 1998.
Kraig H. Kayser President and Chief Executive Officer of the Company. (5) 42 1985
Directors Whose Terms Expire in 2004
------------------------------------
Andrew M. Boas (4) General Partner of Carl Marks Management 48 1998
Company, L.P. (merchant banking firm); President of Carl Marks
Offshore Management, Inc. since 1994; Vice President of
CM Capital; Vice President of Carl Marks
& Co., Inc. (6)
Douglas F. Brush Chairman and Chief Executive Officer of 49 2001
John D. Brush & Company, Inc., (manufacturer of safes)
Rochester, New York.
Susan W. Stuart (3) Marketing Consultant, Fairfield, Connecticut. 48 1986
Directors Whose Terms Expire in 2005
------------------------------------
Robert T. Brady Chairman and Chief Executive Officer of Moog Inc., 62 1989
East Aurora, New York (manufacturer of control
systems). (2)
G. Brymer Humphreys President, Humphreys Farm Inc., 62 1983
New Hartford, New York.
Arthur S. Wolcott (3) Chairman of the Company. 77 1949
(1) Unless otherwise indicated, each nominee has had the same principal occupation for at least the past five years.
(2) Mr. Brady is also a director of the following publicly-held companies: Astronics Corporation,
M & T Bank Corporation, Moog Inc. and National Fuel Gas Corp.
(3) Susan W. Stuart and Arthur S. Wolcott are daughter and father.
(4) Messrs. Boas and Baer were nominated to the Company's Board of Directors pursuant to the terms of a Stock Purchase
Agreement dated as of June 22, 1998, by and between the Company and Carl Marks Strategic Investments, L.P. and
related entities (collectively the "Investors"). Certain substantial shareholders of the Company have agreed to vote
their shares in favor of Messrs. Boas and Baer. This voting arrangement will continue in effect until the Investors,
in the aggregate, own less than 10% of the outstanding Class A Common Stock (assuming conversion of the Convertible
Participating Preferred Stock).
(5) Mr. Kayser is also a director of the following publicly held company: Moog Inc.
(6) Mr. Boas is also a director of the following publicly held company: Thousand Trails, Inc.
(7) Mr. Baer is also a director of the following publicly held company: Thousand Trails, Inc.
OWNERSHIP OF SECURITIES
Ownership by Management. The following table sets forth certain information
with respect to beneficial ownership of the Company's outstanding Class A Common
Stock, Class B Common Stock, 6% Preferred Stock, 10% Series A Preferred Stock,
10% Series B Preferred Stock, and Convertible Participating Preferred Stock by
each nominee and director and by all directors, nominees and officers as a group
as of April 1, 2003. ("Beneficial ownership" for these purposes is determined in
accordance with applicable Securities and Exchange Commission ["SEC"] rules and
includes shares over which a person has sole or shared voting power or
investment power):
Shares (1)
Beneficially Percent
Nominees for Election Title of Class Owned of Class
--------------------- -------------- ------------ --------
Arthur H. Baer Class B Common Stock 2,000 -(3)
Kraig H. Kayser Class A Common Stock (10) 219,158 5.60
Class B Common Stock (11) 449,264 16.25
6% Preferred Stock (12) 8,000 4.00
10% Series A Preferred Stock (13) 173,812 42.68
10% Series B Preferred Stock (14) 165,080 41.27
Shares (1)
Directors Whose Terms Beneficially Percent
do not Expire Title of Class Owned of Class
--------------------- -------------- ------------- --------
Andrew M. Boas Class A Common Stock 70,642 1.81 %
Class B Common Stock 70,642 2.56
Convertible Participating
Preferred Stock (9) 2,995,736 86.02
Douglas F. Brush Class B Common Stock 770 -(3)
Susan W. Stuart Class A Common Stock (15) 158,568 4.05
Class B Common Stock (16) 395,322 14.30
6% Preferred Stock 25,296 12.65
Robert T. Brady -(2) -(3)
G. Brymer Humphreys Class A Common Stock 800 -(3)
Class B Common Stock 800 -(3)
Convertible Participating
Preferred Stock 400 -(3)
Arthur S. Wolcott Class A Common Stock (4) 172,024 4.40
Class B Common Stock (5) 309,647 11.20
6% Preferred Stock (6) 32,844 16.42
10% Series A Preferred Stock (7) 212,840 52.26
10% Series B Preferred Stock (8) 212,200 53.05
Shares (1)
Director Whose Term Beneficially Percent
Expires Title of Class Owned of Class
------------------- -------------- ------------- --------
Edward O. Gaylord Class A Common Stock 4,544 -(3)
Class B Common Stock 4,544 -(3)
Other Named Officers:
Philip G. Paras - -(3)
All directors, nominees Class A Common Stock (18) 404,735 10.19
and named officers as a group (17) Class B Common Stock (19) 597,740 21.55
6% Preferred Stock (20) 66,140 33.07
10% Series A Preferred Stock (21) 386,652 94.94
10% Series B Preferred Stock (22) 377,280 94.32
Convertible Participating
Preferred Stock (23) 2,996,136 86.03
(1) Unless otherwise stated, each person named in the table has sole voting and investment power with respect to the shares
indicated as beneficially owned by that person. No stock options are held by any of the named individuals or the group. The
holdings of Class A Common Stock and Class B Common Stock listed in the table do not include the shares obtainable upon
conversion of the 10% Series A Preferred Stock and the 10% Series B Preferred Stock, which are currently convertible into
Class A Common Stock and Class B Common Stock on the basis of 20 and 30 preferred shares, respectively, for each share of
Common Stock. The holdings of Class A Common Stock do not include the shares obtainable upon conversion of the Convertible
Participating Preferred Stock, which is currently convertible into shares of Class A Common Stock on a one-for-one basis.
(2) Does not include 300 shares of Class A Common Stock and 300 shares of Class B Common Stock owned by Mr. Brady's children
as to which Mr. Brady disclaims beneficial ownership.
(3) Less than 1.0%.
(4) The shares in the table include (i) 31,299 shares of Class A Common Stock held by Mr. Wolcott's wife, (ii) 76,936 shares
held by the Seneca Foods Foundation (the "Foundation"), of which Mr. Wolcott is a Director. The shares reported in the table
do not include (i) 309,594 shares of Class A Common Stock held directly by Mr. and Mrs. Wolcott's offspring and their families
(including Susan W. Stuart), or (ii) 299,433 shares held by Seneca Foods Corporation Employee Savings Plan (the "401(k)
Plan"), over which the Company's officers may be deemed to have shared voting and investment power. Mr. Wolcott has shared
voting and investment power with respect to the shares held by the Foundation. He disclaims beneficial ownership with respect
to the shares held by his wife, his offspring and their families and the 401(k) Plan.
(5) The shares in the table include (i) 13,673 shares of Class B Common Stock held by Mr. Wolcott's wife, (ii) 207,376 shares
held by the Pension Plan, of which Mr. Wolcott is a trustee and (iii) 74,924 shares held by the Foundation, of which Mr.
Wolcott is a director. The shares in the table do not include (i) 438,396 shares of Class B Common Stock held directly by Mr.
and Mrs. Wolcott's offspring and their families (including Susan W. Stuart) or (ii) 25,349 shares held by the 401(k) Plan.
Mr. Wolcott has shared voting and investment power with respect to the shares held by the Pension Plan and the Foundation. He
disclaims beneficial ownership with respect to the shares held by his wife, his offspring and their families and the 401(k)
Plan.
(6) Does not include 101,176 shares of 6% Preferred Stock held directly by Mr. and Mrs. Wolcott's offspring (including Susan
W. Stuart), as to which Mr. Wolcott disclaims beneficial ownership.
(7) These shares are convertible into 10,642 shares of Class A Common Stock and 10,642 shares of Class B Common Stock.
(8) These shares are convertible into 7,073 shares of Class A Common Stock and 7,073 shares of Class B Common Stock.
(9) These shares are convertible on a share-for-share basis into 2,995,736 shares of Class A Common Stock. Includes
2,995,736 shares of Convertible Participating Preferred Stock owned by Investors, as to which Mr. Boas disclaims beneficial
ownership. Does not include 251,520 shares of Convertible Participating Preferred Stock owned by Edwin Marks which are
related to the Investors via common ownership in certain entities and family relationships and which sometimes are
collectively referred to as the "Related Marks Shareholders". Mr. Boas disclaims beneficial ownership of the stock owned by
the Related Marks Shareholders.
(10) Mr. Kayser has sole voting and investment power over 58,928 shares of Class A Common Stock owned by him and sole voting
but no investment power over 8,150 shares owned by his siblings and their children, which are subject to a voting trust
agreement of which Mr. Kayser is a trustee. Mr. Kayser has shared voting and investment power with respect to 75,144 shares
held in two trusts of which he is a co-trustee and in which he and members of his family are beneficiaries. Robert
Oppenheimer of Rochester, New York is the other co-trustee of the trusts. The shares reported in the table include 76,936
shares held by the Foundation, of which Mr. Kayser is a Director. The shares reported in the table do not include (i) 14,902
shares owned by Mr. Kayser's mother, (ii) 19,000 shares held in trust for Mr. Kayser's mother, (iii) 7,942 shares held by Mr.
Kayser's brothers, or (iv) 299,433 shares held by the 401(k) Plan, over which the Company's officers may be deemed to have
shared voting and investment power. Mr. Kayser has shared voting and investment power with respect to the shares held by the
Foundation. He disclaims beneficial ownership of the shares held by his mother and in trust for his mother, the shares held
by his brother and the shares held by the 401(k) Plan.
(11) Mr. Kayser has sole voting and investment power over 80,870 shares of Class B Common Stock he owns and sole voting but no
investment power over 10,150 shares owned by his siblings and their children, which are subject to a voting trust agreement of
which Mr. Kayser is a trustee. Mr. Kayser has shared voting and investment power with respect to 75,944 shares held in two
trusts of which he is a co-trustee and in which he and members of his family are beneficiaries. Robert Oppenheimer of
Rochester, New York is the other co-trustee of the trusts. The shares in the table include (i) 207,376 shares held by the
Pension Plan, of which Mr. Kayser is a trustee and (ii) 74,924 shares held by the Foundation, of which Mr. Kayser is a
director. The shares in the table do not include (i) 14,912 shares owned by Mr. Kayser's mother, or (ii) 19,000 shares held
in trust for Mr. Kayser's mother, and (iii) 25,349 shares held by the 401(k) Plan. Mr. Kayser has shared voting and
investment power with respect to the shares held by the PAYSOP, the Pension Plan and the Foundation. He disclaims beneficial
ownership of the shares held by his mother and in trust for his mother and the shares held by the 401(k) Plan.
(12) Does not include 27,536 shares of 6% Preferred Stock held by Mr. Kayser's brother, as to which Mr. Kayser disclaims
beneficial ownership. See also the table in "Principal Owners of Voting Stock".
(13) Mr. Kayser has shared voting and investment power with respect to 141,644 shares of 10% Series A Preferred Stock held in two
trusts described in notes 10 and 11 above. The total 173,812 shares of 10% Series A Preferred Stock are convertible into
8,690 shares of Class A Common Stock and 8,690 shares of Class B Common Stock.
(14) Mr. Kayser has shared voting and investment power with respect to 165,080 shares of 10% Series B Preferred Stock held in
two trusts described in notes 10 and 11 above. The total 165,080 shares of 10% Series B Preferred Stock are convertible into
5,502 shares of Class A Common Stock and 5,502 shares of Class B Common Stock.
(15) The shares in the table include (i) 12,616 shares of Class A Common Stock held by Ms. Stuart's husband, (ii) 11,802
shares owned by her sister's sons, of which Ms. Stuart is the trustee, (iii) 76,936 shares held by the Foundation, of which
Ms. Stuart is a trustee. Ms. Stuart has shared voting and investment power with respect to the shares held by the Foundation
and sole voting and investment power with respect to the shares owned by her sister's sons. She disclaims beneficial
ownership of the shares held by her husband.
(16) The shares reported in the table include (i) 18,894 shares of Class B Common Stock held by Ms. Stuart's husband, (ii)
30,636 shares owned by her sister's sons, of which Ms. Stuart is the trustee, (iii) 207,376 shares held by the Pension Plan,
of which Ms. Stuart is a trustee and (iv) 74,924 shares held by the Foundation, of which Ms. Stuart is a director. Ms. Stuart
has shared voting and investment power with respect to the shares held the Pension Plan and the Foundation and sole voting and
investment power with respect to the shares owned by her sister's sons. She disclaims beneficial ownership of the shares held
by her husband.
(17) Does not include 496,446 shares of Class A Common Stock or 460,446 shares of Class B Common Stock owned by the Related
Marks Shareholders, as to which Andrew Boas disclaims beneficial ownership. See note 9 above.
(18) See notes 2, 4, 7, 8, 9, 10, 15 and 17 above.
(19) See notes 2, 5, 7, 8, 11, 13 and 16 above.
(20) See notes 6 and 12 above.
(21) See notes 7 and 13 above.
(22) See notes 8 and 14 above.
(23) See note 9 above.
Principal Owners of Voting Stock. The following table sets forth, as of
April 1, 2003, certain information with respect to persons known by the Company
to be the beneficial owners of more than five percent of the classes of stock.
("Beneficial ownership" for these purposes is determined in accordance with
applicable SEC rules and includes shares over which a person has sole or shared
voting power or investment power.) The holdings of Common Stock listed in the
table do not include the shares obtainable upon conversion of the 10% Series A
Preferred Stock and the 10% Series B Preferred Stock, which currently are
convertible into Class A Common Stock and Class B Common Stock on the basis of
20 and 30 shares of Preferred Stock, respectively, for each share of Common
Stock. The holdings of Class A Common Stock listed in the table do not include
the shares obtainable upon conversion of the Convertible Participating Preferred
Stock, which is convertible into Class A Common Stock on a one-for-one basis.
Amount of Shares and Nature
of Beneficial Ownership
----------------------------------------------------
Sole Voting/ Shared Voting/
Name and Address of Investment Investment Percent
Title of Class Beneficial Owner Power Power Total of Class
-------------- ------------------- ------------ -------------- ----- --------
6% Preferred Stock Arthur S. Wolcott (1) 32,844 -- 32,844 16.42%
Kurt C. Kayser 27,536 (2) -- 27,536 13.77
Bradenton, Florida
Susan W. Stuart 25,296 (3) -- 25,296 12.65
Fairfield, Connecticut
Bruce S. Wolcott 25,296 (3) -- 25,296 12.65
Canandaigua, New York
Grace W. Wadell 25,292 (3) -- 25,292 12.65
Wayne, Pennsylvania
Mark S. Wolcott 25,292 (3) -- 25,292 12.65
Pittsford, New York
L. Jerome Wolcott, Jr. 15,222 -- 15,222 7.61
Costa Mesa, California
Peter J. Wolcott 15,222 (3) -- 15,222 7.61
Bridgewater, Connecticut
10% Series A Arthur S. Wolcott 212,840 (4) -- 212,840 52.26
Preferred Stock
Kraig H. Kayser (5) 32,168 141,644 (6) 173,812 42.68
Hannelore Wolcott-Bailey 20,588 -- 20,588 5.06
Penn Yan, New York
10% Series B Arthur S. Wolcott 212,200 (7) -- 212,200 53.05
Preferred Stock
Kraig H. Kayser -- 165,080 (8) 165,080 41.27
Hannelore Wolcott-Bailey 22,720 -- 22,720 5.68
Class A Common Stock(9) Edwin S. Marks (10) 217,892 232,912 (11) 450,804 11.53%
Great Neck, New York
The Pillsbury Company (12) -- 346,570 346,570 8.86
General Mills, Inc.
Minneapolis, Minnesota
T. Rowe Price 307,000 -- 307,000 7.85
Associates, Inc.
Baltimore, Maryland (17)
Franklin Advisory 266,600 -- 266,600 6.82
Services, LLC (16)
San Mateo, California
Susan W. Stuart (15) 57,214 101,354 158,568 4.05
Kraig H. Kayser (13) 58,928 160,230 219,158 5.60
Arthur S. Wolcott (14) 63,789 108,235 172,024 4.40
Class B Common Stock Susan W. Stuart 63,492 331,830 (21) 395,322 14.30
Kraig H. Kayser 80,870 368,394 (19) 449,264 16.25
Edwin S. Marks (10) 212,642 202,162 (18) 414,804 10.60
Arthur S. Wolcott 13,674 295,973 (20) 309,647 11.20
Convertible Carl Marks Strategic 2,304,161 -- 2,304,161 66.16
Participating Preferred Investments, LP
Stock (22) New York, New York
Carl Marks Strategic 691,575 -- 691,575 19.86
Investments II, LP
New York, New York
Edwin S. Marks 145,000 106,520 251,520 7.22
(1) Business address: Suite 1010, 1605 Main Street, Sarasota, Florida 34236.
(2) These shares are included in the shares described in note 13 to the table under the heading "Ownership by Management".
(3) These shares are included in the shares described in note 6 to the table under the heading "Ownership by Management".
(4) See note 7 to the table under the heading "Ownership by Management".
(5) Business address: 3736 South Main Street, Marion, New York 14505.
(6) See note 14 to the table under the heading "Ownership by Management".
(7) See note 8 to the table under the heading "Ownership by Management".
(8) See note 15 to the table under the heading "Ownership by Management".
(9) Does not include 2,995,736 shares of Convertible Participating Preferred Stock held by the New Investors, which are
convertible on a share-for-share basis into 2,995,736 shares of Class A Common Stock. Does not include 251,520 shares of
Convertible Participating Preferred Stock held by the Related Marks Shareholders, which are convertible into 251,520 shares of
Class A Common Stock. See notes 12, 13, and 21 below. See also notes 9 and 18 to the table under the heading "Ownership by
Management."
(10) Based on a statement on Schedule 13D filed by Edwin S. Marks with the SEC (as most recently amended in July 1998) and
Form 4 filed with the SEC by Edwin S. Marks for March 2000.
(11) Edwin S. Marks shares voting and dispositive power with respect to 232,912 of these shares with his wife and daughters.
He disclaims beneficial ownership of these shares.
(12) Based on a statement on Schedule 13D filed by The Pillsbury Company (now a subsidiary of General Mills, Inc.) and Grand
Metropolitan with the SEC in March 1996.
(13) See note 11 to the table under the heading "Ownership by Management".
(14) See note 4 to the table under the heading "Ownership by Management".
(15) See note 16 to the table under the heading "Ownership by Management".
(16) Based on a statement on Schedule 13G filed with the SEC February 2003, by Franklin Advisory Services, Inc.
(17) These securities are owned by various individual and institutional investors, which T. Rowe Price Associates, Inc. (Price
Associates) serves as investment adviser with power to direct investments and/or sole power to vote the securities. For
purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial
owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such
securities.
(18) Edwin S. Marks shares voting and dispositive power with respect to 105,770 of these shares with his wife. He disclaims
beneficial ownership of his wife's shares.
(19) See note 12 to the table under the heading "--Ownership by Management."
(20) See note 5 to the table under the heading "--Ownership by Management."
(21) See note 17 to the table under the heading "--Ownership by Management."
(22) The shares of Convertible Participating Preferred Stock are not currently entitled to vote on matters submitted to
shareholders (other than as required by law); however, these shares are convertible on a one-for-one basis into shares of
Class A Common Stock, which are entitled to one-twentieth (1/20) of one vote per share.
Information Concerning Operation Of The Board of Directors
In order to facilitate the handling of various functions of the Board of
Directors, the Board has appointed several committees including an Audit
Committee, a Compensation Committee and a Nominating Committee.
The members of the Audit Committee are Edward O. Gaylord (Chairman), Arthur
H. Baer, Robert T. Brady, Douglas F. Brush, G. Brymer Humphreys and Andrew M.
Boas. The Audit Committee recommends to the full Board of Directors the
engagement of independent auditors, reviews with the auditors the scope and
results of the audit, reviews with management the scope and results of the
Company's internal auditing procedures, reviews the independence of the auditors
and any non-audit services provided by the auditors, reviews with the auditors
and management the adequacy of the Company's system of internal accounting
controls and makes inquiries into other matters within the scope of its duties.
The Nominating Committee consists of Arthur S. Wolcott (Chairman), Robert
T. Brady, G. Brymer Humphreys and Andrew M. Boas. The Nominating Committee
screens and selects nominees for vacancies in the Board of Directors as they
occur. Consideration will be given to serious candidates for director who are
recommended by shareholders of the Company. (Shareholder recommendations must be
in writing and addressed to the Chairman of the Nominating Committee, c/o
Corporate Secretary, 3736 South Main Street, Marion, New York 14505, and should
include a statement setting forth the qualifications and experience of the
proposed candidates and basis for nomination.)
The Compensation Committee consists of Douglas F. Brush (Chairman), Edward
O. Gaylord, Susan W. Stuart and Andrew M. Boas. The Compensation Committee
establishes the level of compensation on an annual basis for all executive
officers.
During the fiscal year ended March 31, 2003, the Board of Directors had
four meetings, the Audit Committee had three meetings, the Nominating Committee
had one meeting and the Compensation Committee had one meeting. All directors
who served during the entire fiscal year attended at least 75% of the aggregate
of the total number of meetings of the Board of Directors and the total number
of meetings held by any committee of the Board on which he or she served.
Certain Relationships and Related Transactions
Humphreys Farms Inc. is a member of Pro Fac Cooperative whose largest
customer is Birds Eye Foods, Inc., a processing and marketing company. During
fiscal 2003, Humphreys Farms Inc., acting on behalf of Birds Eye Foods, Inc.,
delivered to the Company raw product with a total value (including crop,
harvesting and trucking payments) of $119,834. G. Brymer Humphreys, a director
of the Company, is President and a 23% shareholder of Humphreys Farms Inc.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Act of 1934 requires that the Company's
directors, officers and shareholders owning more than 10% of a registered class
of equity securities of the Company file reports with the SEC within the first
ten days of the month following any purchase or sale of shares in the Company.
The Company is not aware that any from this group failed to make such filings in
a timely manner during the past year.
EXECUTIVE OFFICERS
The following is a listing of the Company's executive officers:
Served as
Officer
Officer Principal Occupation for Past Five Years (1) Age Since
------- -------------------------------------------- --- ---------
Arthur S. Wolcott See table under "Election of Directors". 77 1949
Kraig H. Kayser See table under "Election of Directors". 42 1991
Philip G. Paras Chief Financial Officer since March 31, 2000; 42 1996
Vice President-Finance from 1996 to 2000 and Treasurer of
the Company since 1997.
Jeffrey L. Van Riper Secretary and Controller of the Company. 46 1986
Sarah S. Mortensen Assistant Secretary of the Company. 58 1986
(1) Unless otherwise indicated, each officer has had the same principal occupation for at least the past five years.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company to the
Chief Executive Officer and to the most highly compensated executive officers
whose compensation exceeded $100,000 (the "Named Officers") for services
rendered in all capacities to the Company and its subsidiaries during the fiscal
years ended March 31, 2003, 2002 and 2001.
Name of Individual and Fiscal Annual Compensation
Principal Position Year Salary Bonus
----------------------- ------ ------ -----
Arthur S. Wolcott 2003 $ 391,406 $ 39,220
Chairman and Director 2002 381,708 --
2001 370,590 --
Kraig H. Kayser 2003 $ 330,392 $ 33,107
President, Chief Executive 2002 322,206 --
Officer and Director 2001 312,824 --
Philip G. Paras 2003 $ 100,829 $ 10,103
Chief Financial Officer 2002 --(1) --
2001 --(1) --
(1) Compensation did not exceed $100,000 in 2002 or 2001.
Pension Benefits
The executive officers of the Company are entitled to participate in the
Pension Plan (referred to in this section as the "Plan"), which is for the
benefit of all employees meeting certain eligibility requirements. Effective
August 1, 1989, the Company amended the Plan to provide improved pension
benefits under the Plan's Excess Formula. The Excess Formula for the calculation
of the annual retirement benefit is: total years of credited service (not to
exceed 35) multiplied by the sum of (i) 0.6% of the participant's average salary
(five highest consecutive years, excluding bonus), and (ii) 0.6% of the
participant's average salary in excess of his compensation covered by Social
Security.
Participants who were employed by the Company prior to August 1, 1988, are
eligible to receive the greater of their benefit determined under the Excess
Formula or their benefit determined under the Offset Formula. The Offset Formula
is: (i) total years of credited service multiplied by $120, plus (ii) average
salary multiplied by 25%, less 74% of the primary Social Security benefit.
Pursuant to changes required by the Tax Reform Act of 1986 the Company amended
the Plan to cease further accruals under the Offset Formula as of July 31, 1989.
Participants who were eligible to receive a benefit under the Offset Formula
will receive the greater of their benefit determined under the Excess Formula or
their benefit determined under the Offset Formula as of July 31, 1989. The
maximum permitted annual retirement income under either formula is $160,000.
The following table sets forth estimated annual retirement benefits payable
at age 65 for participants in certain compensation and years of service
classifications using the highest number obtainable under both formulas:
Five Highest ANNUAL BENEFITS
Consecutive -------------------------------------------------------------------------------
Years
Earnings 15 Years 20 Years 25 Years 30 Years 35 Years
------------ -------- -------- -------- -------- --------
$90,000 $ 12,700 $ 16,900 $ 21,100 $ 25,400 $ 29,600
120,000 18,100 24,100 30,100 36,200 43,200
150,000 23,900 31,300 39,100 47,000 54,800
180,000 31,400 38,500 48,400 57,800 67,400
Under the Plan, Arthur S. Wolcott and Kraig H. Kayser have 54 years and 11
years of credited service, respectively. Their compensation during fiscal 2003
covered by the Plan was $391,406 for Mr. Wolcott and $330,392 for Mr. Kayser.
The Internal Revenue Code limits the amount of compensation that can be taken
into account in calculating retirement benefits (for 2003 the limit is
$200,000).
Directors' Fees
Effective August 1, 2001, the director's fee was increased from $1,000 to
$1,500 per month. Any director who is also an officer of the Company receives no
director fee.
Equity Compensation Plans
No options were granted or exercised in the period from April 1, 2002, to
the date of this Proxy Statement, nor were any unexpired options held at the
latter date by any officer or director of the Company. The Company has no equity
compensation plans, therefore, no table is necessary as described in item 201(d)
of Regulation SK.
Profit Sharing Bonus Plan
The Company has a Profit Sharing Bonus Plan for certain eligible employees
of the Company ("Corporate Profit Sharing" for the officers and certain key
Corporate employees and "Operating Unit Profit Sharing" for certain key
Operating Unit employees). Under Corporate Profit Sharing, some or all of the
Corporate Profit Sharing Pool (10% of the Corporate Bogey as defined below) will
be paid only if Pre-Tax Profits (as defined) equal or exceed the Corporate
Bogey. The bonuses will be distributed at the sole discretion of the Chief
Executive Officer upon approval of such bonuses by the Compensation Committee of
the Board of Directors. Under the Operating Unit Profit Sharing, the Operating
Unit Profit Sharing pool (10% of Pre-Tax Profit less the Operating Unit Bogey as
defined below) will be paid only if the Pre-Tax Profit of the Operating Unit
equals or exceeds the Operating Unit Bogey. The bonuses will be distributed at
the discretion of the Operating Unit President. For fiscal 2003 the Corporate
Bogey will be equal to the greater of (i) five percent of the prior year's
Consolidated Net Worth of the Company plus the Pillsbury Subordinated Note or
(ii) five percent plus the annual increase in the Consumer Price Index greater
than five percent, times the prior year's Consolidated Net Worth of the Company.
The Operating Unit Bogey will be an amount equal to the average gross assets
employed by the Vegetable, Snack or Flight Operations for the preceding 12
months divided by the consolidated average gross assets of the Company for the
same period multiplied by the Corporate Bogey. A total of $90,855 of bonuses
related to the Corporate Plan were earned in 2003. No officers earned bonuses in
2002 or 2001 under the Profit Sharing Bonus Plan.
Compensation Committee Interlocks and Insider Participation
Mr. Kayser (President and Chief Executive Officer) serves as Chairman of
the Audit Committee, and up until recently, also served as a member of the
Compensation Committee of Moog Inc. and as a director on its Board. Mr. Brady,
who is the President and Chief Executive Officer of Moog Inc., serves as a
director on the Company's Board. Since Mr. Kayser is no longer on Moog, Inc.'s
Compensation Committee, there is no cross compensation committee relationship,
Mr. Brady can be considered an independent director serving on the Audit
Committee. Now, all members of the Audit Committee qualify as independent
directors. Members of the Company's Compensation Committee are Douglas F. Brush
(Chairman), Edward O. Gaylord, Susan W. Stuart and Andrew M. Boas.
Compensation Committee Report On Executive Compensation
The Compensation Committee is responsible for providing overall guidance
with respect to the Company's executive compensation programs. The goal of the
Compensation Committee is to maintain a competitive compensation program in
order to attract and retain well qualified management, to provide management
with the incentive to accomplish the Company's financial and operating
objectives and to link the interest of the Company's executive officers and
management to the interests of its stockholders through bonuses tied to
financial performance. The Compensation Committee is composed of four members
and meets annually to review the Company's compensation programs, including
executive salary administration and the profit sharing plan.
The Compensation Committee believes that the Company's executives should be
rewarded for their contributions to the Company's attaining annual financial
goals, as set forth in the annual budget, which is subject to revision during
the year, and their attaining annual individual objectives. The Company pays its
executive officers two principal types of compensation: base salary and
Corporate Profit Sharing plan, each of which is more fully described below.
Base Salary - The Company has historically established the base salary of
its executive officers on the basis of each executive officer's scope of
responsibility, experience, individual performance and accountability within the
Company. In that regard the Company reviews comparable salary and other
compensation arrangements in similar businesses and companies of similar size to
determine appropriate levels necessary to attract and retain top quality
management.
Profit Sharing Plan - To further align the interests of executive officers
with those of the Company's shareholders, a significant component of an
executive officer's total compensation arrangement is participation in the
annual profit sharing plan. An executive is rewarded with a cash bonus equal to
a percentage of the executive's base salary if the Pre-Tax Profit of the Company
for that year equals or exceeds the Corporate Bogey (see "--Profit Sharing Bonus
Plan").
Performance Review - The general policies described above for the
compensation of executive officers also apply to the compensation level approved
by the Compensation Committee with respect to the 2002 compensation for the
Chief Executive Officer. Based on the criteria outlined above, the Compensation
Committee awarded to Kraig H. Kayser a base salary of $340,997 for the fiscal
year 2004. The Compensation Committee recognized Mr. Kayser's leadership role in
guiding the overall performance of the Company towards its desired strategic
direction as well as managing costs.
Summary
The Compensation Committee is committed to attracting, motivating and
retaining executives who will help the Company meet the increasing challenges of
the food processing industry. The Compensation Committee recognizes its
responsibility to the Company's shareholders and intends to continue to
establish and implement compensation policies that are consistent with
competitive practice and are based on the Company's and the executives'
performance.
This report has been submitted by the Compensation Committee of the
Company's Board of Directors:
Douglas F. Brush Susan W. Stuart Andrew M. Boas Edward O. Gaylord
Audit Committee
The Audit Committee's Report for 2003 follows.
Audit Committee's Report
The Audit Committee of the Board of Directors, comprised of six outside
directors, held three meetings during 2003. The Audit Committee operates under a
written charter approved by the Board of Directors.
The Audit Committee met with the independent public accountants and
management to assure that all were carrying out their respective
responsibilities. The Committee reviewed the performance of the independent
public accountants prior to recommending their appointment, and met with them to
discuss the scope and results of their audit work, including the adequacy of
internal controls and the quality of financial reporting. The Committee
discussed with the independent public accountants their judgments regarding the
quality and acceptability of the Company's accounting principles, the clarity of
its disclosures and the degree of aggressiveness or conservatism of its
accounting principles and underlying estimates. The Committee discussed with and
received a letter from the independent public accountants confirming their
independence. The independent public accountants had full access to the
Committee, including regular meetings without management present. Additionally,
the Committee reviewed and discussed the audited financial statements with
management and recommended to the Board of Directors that these financial
statements be included in the Company's Form 10-K filing with the Securities and
Exchange Commission. Mr. Gaylord is retiring after serving on the Board for 28
years. Mr. Baer is the proposed replacement as Chairman of the Audit Committee.
Audit Committee
Edward O. Gaylord
Chairman
Andrew M. Boas G. Brymer Humphreys
Robert T. Brady Douglas F. Brush
Arthur H. Baer
As part of its duties, the Audit Committee also considered whether the
provision of services other than audit services during fiscal year 2003 by
Deloitte & Touche LLP, the Company's independent public accountants, is
compatible with maintaining the accountants' independence although no
professional services were provided by Deloitte & Touche LLP during 2003. See
the Ratification of Appointment of Independent Public Accountants on page 17.
Fees for all services provided by Deloitte & Touche LLP for fiscal year
2003 are as follows:
Audit Fees
Amounts billed by Deloitte & Touche LLP related to the 2003 annual
financial statement audit and reviews of quarterly financial statements filed on
form 10-Q were approximately $106 thousand.
Financial Information Systems Design and Implementation Fees
No amounts were billed by Deloitte & Touche LLP in 2003 for financial
information systems design and implementation services.
All Other Fees
No amounts were billed by Deloitte & Touche LLP in 2003 for other
professional services.
Common Stock Performance Graph
The following graph shows the cumulative, five-year total return for the
Company's Common Stock compared with the NASDAQ Market Index (which includes the
Company) and a peer group of companies (described below).
Performance data assumes that $100.00 was invested on March 31, 1998, in
the Company's Class B Common Stock, the NASDAQ Market, and the peer group. The
data assumes the reinvestment of all cash dividends and the cash value of other
distributions. Stock price performance shown in the graph is not necessarily
indicative of future stock price performance.
Comparison of Five Year Cumulative Total Return
Seneca Foods Corporation, NASDAQ Composite Index and Peer Group
Seneca Peer
Year Foods Group NASDAQ
---- ------ ----- ------
1998 100.00 100.00 100.00
1999 64.18 83.20 134.09
2000 67.16 80.14 249.11
2001 77.61 84.76 100.25
2002 85.67 83.33 100.53
2003 109.73 69.02 73.06
The companies in the peer group presented in the graph above are H.J. Heinz
Company, J.M. Smucker Company, Chiquita Brands International, Inc., Hain Food
Group, Inc., and Dole Food Company, Inc.
The Company currently is primarily a vegetable processor. Management wishes
to include only vegetable processing companies in the peer group for the current
year's performance graph. However, due to the fact that some of its competitors
are not publicly traded or have less than five years of history as publicly
traded companies, there was not enough data available on vegetable processing
companies to form a peer group. Therefore, the former peer group companies were
retained.
..
PROPOSAL 2
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors through its Audit Committee has selected Deloitte &
Touche LLP, independent public accountants, to act as auditors for the fiscal
year ending March 31, 2004 Deloitte & Touche LLP has served as the Company's
independent auditors for many years.
It is anticipated that representatives of Deloitte & Touche LLP will be
present at the annual meeting with the opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions.
Management recommends a vote FOR its proposal to ratify the appointment of
Deloitte & Touche LLP as independent auditors of the Company for the fiscal year
ending March 31, 2004. Unless marked otherwise, proxies will be voted FOR this
purpose.
* * * * *
BROKER NON-VOTES AND ABSTENTIONS
Broker non-votes will not be treated as votes cast or shares entitled to
vote on matters as to which the applicable rules of national securities
exchanges withhold the broker's authority to vote in the absence of direction
from the beneficial owner.
VOTING OF PROXIES
The shares represented by all valid proxies received will be voted in the
manner specified on the proxies. Where specific choices (including abstentions)
are not indicated, the shares represented by all valid proxies received will be
voted FOR the nominees for director named earlier in this Proxy Statement and
FOR approval of Proposal 2 as described earlier in this Proxy Statement.
Should any matter not described above be acted upon at the meeting, the
persons named in the proxy will vote in accordance with their judgment. The
Board knows of no other matters, which may be presented to the meeting.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received at the Company's offices no later
than February 21, 2004, in order to be considered for inclusion in the Company's
proxy materials for the 2004 Annual Meeting.
MISCELLANEOUS
To assure a quorum at the annual meeting (the holders of a majority of the
stock entitled to vote thereat constitute a quorum), shareholders are requested
to sign and return promptly the enclosed form of proxy in the envelope provided.
A shareholder who has delivered a proxy may attend the meeting and, if he or she
desires, vote in person at the meeting.
The Audit Committee Charter was included in the 2002 Proxy Statement and is
not included in this filing since it was not modified and only needs to be
included once every three years as long as it is not changed.
By order of the Board of Directors,
JEFFREY L. VAN RIPER
Secretary
DATED: Marion, New York
June 24, 2003
SENECA FOODS CORPORATION
3736 South Main Street
Marion, New York 14505
PROXY
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 8, 2003
The undersigned shareholder of SENECA FOODS CORPORATION (the
"Company") hereby appoints and constitutes ARTHUR S. WOLCOTT and KRAIG H.
KAYSER, and either of them, the proxy or proxies of the undersigned, with full
power of substitution and revocation, for and in the name of the undersigned to
attend the annual meeting of shareholders of the Company to be held at 3732
South Main Street, Marion, New York, on Friday, August 8, 2003 at 1:00 pm.,
Eastern Daylight Savings Time, and any and all adjournments thereof (the
"Meeting"), and to vote all shares of stock of the Company registered in
the name of the undersigned and entitled to vote at the Meeting upon the matters
set forth below:
MANAGEMENT RECOMMENDS A VOTE FOR ITEMS 1 AND FOR ITEM 2.
1. Election of Directors: Election of the three nominees listed below to serve
until the annual meeting of shareholders in 2004 or until their successors
are duly elected and shall qualify:
[ ] FOR all nominees listed below (except as marked to the
contrary below);
[ ] WITHHOLD AUTHORITY to vote for all
nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through his or her name in the list below:
Arthur H. Baer, Kraig H. Kayser
2. Appointment of Auditors: Ratification of the appointment of Deloitte &
Touche LLP as independent auditors for the fiscal year ending March 31,
2004:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournment
thereof.
The shares represented by this Proxy will be voted as directed by the
shareholder. IF NO CHOICES ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEM 1
AND FOR ITEM 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Signature:______________________________
______________________________
Joint owners should each sign.
Executors, administrators, trustees,
guardians and corporate officers should
give their titles.
Dated: _______________________________
(PLEASE SIGN AND RETURN PROMPTLY)