================================================================================
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): July 1, 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 14603
----------------------------------------- -------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code: (585) 383-1850
================================================================================
Page 1 of 4 Pages
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
----------- -----------
99.1 Information Statement delivered to Common Members of Pro-Fac Cooperative, Inc.
("Pro-Fac") on July 1, 2002, together with Annexes thereto
Annex 1 - Schedule of Regional Membership Meetings
Annex 2 - Section 623 of the New York Business Corporation Law
Annex 3 - Financial Statements (Consolidated financial statements of Pro-Fac
for the fiscal year ended June 30, 2001, incorporated by reference
from Pro-Fac's Annual Report on Form 10-K for the fiscal year
ended June 30, 2001, and for the nine months ended March 30, 2002,
incorporated by reference from Pro-Fac's Quarterly Report on Form
10-Q for the fiscal quarter ended March 30, 2002)
Annex 4 - Unit Purchase Agreement dated June 20, 2002 (filed as Exhibit 2.1
to Pro-Fac's Current Report on Form 8-K filed on June 21, 2002 and
incorporated by reference herein)
Annex 5 - Form of Termination Agreement (filed as part of Exhibit 2.1 to
Pro-Fac's Current Report on Form 8-K filed on June 21, 2002 and
incorporated by reference herein)
Annex 6 - Form of Amended and Restated Marketing and Facilitation Agreement
(filed as part of Exhibit 2.1 to Pro-Fac's Current Report on Form
8-K filed on June 21, 2002 and incorporated by reference herein)
Annex 7 - Fairness Opinion dated June 20, 2002
Annex 8 - Form of Restated Certificate of Incorporation and Bylaws of
Pro-Fac
Item 9. Regulation FD Disclosure
Attached hereto as Exhibit 99.1, which is incorporated herein by reference,
is an Information Statement distributed by Pro-Fac to its Common Members
on July 1, 2002. This information is not "filed" pursuant to the Securities
Exchange Act of 1934 and is not incorporated by reference into any registrations
under the Securities Act of 1933. Additionally, the submission of this Report on
Form 8-K is not an admission as to the materiality of any information in
this Report that is required to be disclosed solely by Regulation FD.
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: July 1, 2002 By: /s/ Earl L. Powers
-----------------------------------
Earl L. Powers,
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
3
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
99.1 Information Statement delivered to Common Members of Pro-Fac Cooperative, Inc.
("Pro-Fac") on July 1, 2002, together with Annexes thereto
Annex 1 - Schedule of Regional Membership Meetings
Annex 2 - Section 623 of the New York Business Corporation Law
Annex 3 - Financial Statements (Consolidated financial statements of Pro-Fac for the
fiscal year ended June 30, 2001, incorporated by reference from Pro-Fac's
Annual Report on Form 10-K for the fiscal year ended June 30, 2001, and for
the nine months ended March 30, 2002, incorporated by reference from
Pro-Fac's Quarterly Report on Form 10-Q for the fiscal quarter ended March
30, 2002)
Annex 4 - Unit Purchase Agreement dated June 20, 2002 (filed as Exhibit 2.1 to
Pro-Fac's Current Report on Form 8-K filed on June 21, 2002 and
incorporated by reference herein)
Annex 5 - Form of Termination Agreement (filed as part of Exhibit 2.1 to Pro-Fac's
Current Report on Form 8-K filed on June 21, 2002 and incorporated by
reference herein)
Annex 6 - Form of Amended and Restated Marketing and Facilitation Agreement (filed as
part of Exhibit 2.1 to Pro-Fac's Current Report on Form 8-K filed on June
21, 2002 and incorporated by reference herein)
Annex 7 - Fairness Opinion dated June 20, 2002
Annex 8 - Form of Restated Certificate of Incorporation and Bylaws of Pro-Fac
STATEMENT OF DIFFERENCES
------------------------
The section symbol shall be expressed as.............................. 'SS'