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 12, 2002 PRO-FAC COOPERATIVE, Inc. (Exact Name of Registrant as Specified in Charter) New York 0-20539 16-6036816 - ------------------------------------------ -------------------------- ------------------------------------ (State or other jurisdiction of incorporation) (Commission File Number)(IRS Employer Identification Number) 90 Linden Oaks, Rochester, New York 14625 ----------------------------------------- ------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number Including Area Code: (585) 383-1850 Item 9. Regulation FD Disclosure On March 12, 2002, Agrilink Foods, Inc. ("Agrilink Foods"), a wholly owned subsidiary of Pro-Fac Cooperative, Inc., issued a press release announcing that it had entered into an exclusive letter of intent with Vestar Capital Partners related to a capital investment of $175 million. A copy of the press release is attached to this Report as Exhibit 99 and is incorporated into this Report by reference. 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. Date: March 12, 2002 BY: /s/ Earl L. Powers -------------- -------------------------------------- EARL L. POWERS, TREASURER (Principal Financial Officer and Principal Accounting Officer) INDEX TO EXHIBITS Exhibit No. Description 99 Press Release announcing Letter of Intent, dated March 12, 2002.