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): June 20, 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
Page 1 of 4 Pages
Item 5. Other Events
Pro-Fac Cooperative, Inc. is filing this Current Report on Form 8-K pursuant to
Rule 135c under the Securities Act of 1933, as amended, and for the purpose of
filing with the Securities and Exchange Commission as exhibits hereto the press
releases of Agrilink Foods, Inc. dated June 21, 2002, announcing that it
expects to record a non-cash goodwill impairment charge, and that it has
entered into a definitive agreement for a $175.0 million private placement of
units.
Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
None
(b) Pro-Forma Financial Information.
None
(c) Exhibits
Exhibit No. Description
----------- -----------
2.1 Unit Purchase Agreement, dated June 20, 2002, together with
Exhibits H, I and L thereto
Exhibit H -- Form of Amended and Restated Marketing and
Facilitation Agreement
Exhibit I -- Form of Termination Agreement
Exhibit L -- Evaluation of LLC Structure
99.(1) Press Release dated June 21, 2002 related to charge
99.(2) Press Release dated June 21, 2002 related to Unit Purchase Agreement
2
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: June 21, 2002 By: /s/ Earl L. Powers
--------------------------------
Earl L. Powers,
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
3
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
2.1 Unit Purchase Agreement, dated June 20, 2002, together with Exhibits H, I and L thereto
Exhibit H -- Form of Amended and Restated Marketing and
Facilitation Agreement
Exhibit I -- Form of Termination Agreement
Exhibit L -- Evaluation of LLC Structure
99.1 Press Release dated June 21, 2002, related to charge
99.2 Press Release dated June 21, 2002 related to Unit Purchase Agreement