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): March 27, 2001
PRO-FAC COOPERATIVE, Inc.
(Exact Name of Registrant as Specified in Charter)
New York 0-20539 16-6036816
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(State or other jurisdiction of incorporation) (Commission File Number)(IRS Employer Identification Number)
90 Linden Oaks, Rochester, New York 14625
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code: (716) 383-1850
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Item 9. Regulation FD Disclosure.
On Tuesday, March 27, 2001, Dennis M. Mullen, President and Chief Executive
Officer of Agrilink Foods, Inc. ("Agrilink Foods") a wholly owned subsidiary of
Pro-Fac Cooperative, Inc. ("Pro-Fac"), will present to the attendees at the
Lehmann Brothers High Yield Bond Leveraged Loan Conference in Lake Buena Vista,
Florida the information furnished by and attached to this report as an exhibit.
This presentation includes fiscal 2001 expected operating results and other
information regarding Agrilink Foods' Voila! and Simply Grillin' product lines.
The information presented by Mr. Mullen at the conference contains
predictions, estimates, and other "forward-looking statements" within the
meaning of section 21E of the Exchange Act and section 27A of the Securities
Act. These forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those anticipated in
these forward-looking statements as of the date of this Report or Mr. Mullen's
presentation. These risks include, but are not limited to, strong competition in
the food industry, including competitive pricing, the integration of
acquisitions, the effect of adverse weather conditions on the volume and quality
of raw products, interest rate fluctuations, the effectiveness of marketing and
shifts in the market demand. Please refer to Pro-Fac's Annual Report on Form
10-K for the fiscal year ended June 24, 2000, the risk factors section of
Pro-Fac's prospectus contained in our most recent registration statement on Form
S-2, as well as other reports and information filed by Pro-Fac Cooperative with
the Securities and Exchange Commission, for more information on factors that
could cause actual results to differ.
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 thereunto duly authorized.
PRO-FAC COOPERATIVE, INC.
Dated: March 26, 2001 By: /s/ Earl L. Powers
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Earl L. Powers,
TREASURER
(Principal Financial Officer and
Principal Accounting Officer)
INDEX TO EXHIBITS
Exhibit No. Description
99 Information presented by Dennis M. Mullen at the Lehmann Brothers High Yield Bond
Leveraged Loan Conference in Lake Buena Vista, Florida
Exhibit 99
Agrilink Foods
Vision for the Future
Certain Selected Historical and Expected Operating Results
(Dollars in Billions)
F'00 F'01 (Est.) F'02 - F'04 (Est.)
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Net Sales $ 1.2 B ~$ 1.3 B > $ 1.3 B
Gross Margin % 31.50% ~30.5% > 32.0%
Ratios (Bank Covenant Definition)
Leverage Ratio 4.95 ~4.50 < 4.50
Coverage Ratio 1.84 1.8 - 2.0 > 2.0
Voila!
Certain Selected Historical Results
(Dollars in Millions)
6 Mos.
F'99 F'00 F'01
---- ---- ----
Sales $75 $103 $52
Gross Margin % 44% 47% 49%
Investment $21 $19 $4
EBITDA $1 $12 $11
# of Product Items 11 17 23
Simply Grillin'
Certain Selected Expected Operating Results
(Dollars in Millions)
(Est.) F'02
Sales $ 25 - $40
Gross Margin % 45 - 50%
Investment $5 - $10