<Page> 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): April 12, 2004 PRO-FAC COOPERATIVE, INC. (Exact Name of Registrant as Specified in Charter) New York 0-20539 16-6036816 ------------- ------------- ------------- (State or other (Commission File Number) (IRS Employer jurisdiction of incorporation) Identification Number) 90 Linden Place, PO Box 30682, Rochester, New York 14603-0682 - ---------------------------------------------------- ----------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number Including Area Code: (585) 383-1850 <Page> Item 5. Other Events Attached hereto as an exhibit is a press release issued today by Pro-Fac Cooperative, Inc. ("Pro-Fac") reporting that it has discovered certain errors in its accounting for its investment in Birds Eye Holdings LLC in the financial statements previously reported for its fiscal year ended June 28, 2003 and first two quarters of its 2004 fiscal year. Pro-Fac will restate its 2003 annual financial statements for its fiscal year ended June 28, 2003. Pro-Fac will also restate its 2004 quarterly financial information for its first fiscal quarter ended September 27, 2003 and its second fiscal quarter ended December 27, 2003 to reflect the changes to its financial results in these periods. The restated financial statements are expected to be filed in early May 2004 in a Form 10-K/A for its fiscal year ended June 28, 2003, a Form 10-Q/A for its fiscal quarter ended September 27, 2003 and a Form 10-Q/A for its fiscal quarter ended December 27, 2003. 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 99.1 Press release issued by Pro-Fac Cooperative, Inc. announcing the restatement of financial statements for the fiscal year ended June 28, 2003, for the first fiscal quarter ended September 27, 2003 and the second fiscal quarter ended December 27, 2003. 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. (Registrant) Date: April 12, 2004 By: /s/ Stephen R. Wright ---------------- ------------------------ STEPHEN R. WRIGHT General Manager and Secretary (On Behalf of the Registrant and as Principal Executive Officer Principal Financial Officer, and Principal Accounting Officer) <Page> INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press release issued by Pro-Fac Cooperative, Inc. announcing the restatement of its financial statements for the fiscal year ended June 28, 2003, for the first fiscal quarter ended September 27, 2003 and the second fiscal quarter ended December 27, 2003.