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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): January 25, 2002
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: (585) 383-1850
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Item 9. Regulation FD Disclosure.
The information attached to this Report as Exhibit 99 will be presented by Earl
L. Powers, Executive Vice President Finance and Chief Financial Officer of
Agrilink Foods, Inc. ("Agrilink Foods"), a wholly owned subsidiary of Pro-Fac
Cooperative, Inc., to attendees of the 2002 Regional Annual Meetings of the
members of Pro-Fac Cooperative. The 2002 Regional Annual Meetings of Pro-Fac
Cooperative members will be held on Friday, January 25, 2002 through and
including Thursday, February 28, 2002. The information contains fiscal 2002
actual and plan operating results for Agrilink Foods. Agrilink Food's unaudited
consolidated financial statements for its quarter ended and the six months ended
December 29, 2001 are expected to be filed with the Securities and Exchange
Commission on or before February 12, 2002 under cover of Form 10-Q.
Some of the information presented at the 2002 Regional Annual Meetings of
Pro-Fac Cooperative members include "forward-looking statements" within the
meaning of section 21E of the Exchange Act and section 27A of the Securities
Act. These statements are based on management's current expectations and
projections about future events based on information currently available to
management and are subject to uncertainty and changes in circumstances. These
forward-looking statements are not guarantees of future results or performances.
And, although management believes that its expectations and projections are
based upon reasonable assumptions, actual results may vary materially from the
expectations expressed in the forward-looking statements. The following factors,
among others, could cause actual results to differ materially from those
described in the forward-looking statements: the ability of Agrilink Foods to
meet its obligations under its credit agreement with Harris Bank; weather
conditions and its impact on the volume and quality of raw products; the state
of the economy generally, and its impact on consumer spending; and the impact of
strong competition in the food industry. Detailed information about factors
pertinent to the business of Pro-Fac Cooperative and Agrilink Foods that could
cause actual results to differ is set forth in Pro-Fac Cooperative's and
Agrilink Foods' filings with the Securities and Exchange Commission including
their Annual Reports on Form 10-K for the fiscal year ended June 30, 2001, the
risk factors section of Pro-Fac's prospectus dtaed October 26, 2001, as well as
other reports and information filed by Agrilink Foods and Pro-Fac Cooperative
with the Securities and Exchange Commission.
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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: January 25, 2002 By: /s/ Earl L. Powers
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Earl L. Powers,
TREASURER
(Principal Financial Officer and
Principal Accounting Officer)
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INDEX TO EXHIBITS
Exhibit No. Description
99 Fiscal 2002 Actual and Plan Operating Results.