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): May 17, 2004
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 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
Item 5. Other Events and Required FD Disclosure
On April 12, 2004, Pro-Fac announced that subsequent to the issuance of its
financial statements for the year ended June 28, 2003, Pro-Fac determined that
the equity method of accounting for its investment in Birds Eye Holdings LLC
(formerly Agrilink Holdings LLC) had been applied incorrectly and that Pro-Fac
would restate its annual financial statements for its fiscal year ended June 28,
2003 and its quarterly financial statements for its fiscal quarter ended
September 27, 2003 and for its fiscal quarter ended December 27, 2003. On May
13, 2004, Pro-Fac filed a Form 10-K/A (Amendment No. 1) to amend its Form 10-K
for its fiscal year ended June 28, 2003, to include restated annual financial
statements for the fiscal year ended June 28, 2003. On May 17, 2004: Pro-Fac
filed a Form 10-Q/A (Amendment No. 1) to amend its Form 10-Q for the quarter
ended September 27, 2003, to include restated financial statements for the
quarterly period ended September 27, 2003; a Form 10-Q/A (Amendment No. 1) to
amend its Form 10-Q for the quarter ended December 27, 2003, to include restated
financial statements for the quarterly period ended December 27, 2003; and its
Report on Form 10-Q for the quarterly period ended March 27, 2004.
Item 12. Results of Operations and Financial Condition
On May 17, 2004, Pro-Fac issued a press release reporting its financial results
for the third quarter ended March 27, 2004 and furnished it under cover of its
Current Report on Form 8-K as Exhibit 99.1. On May 12, 2004, Pro-Fac filed a
Form 12b-25 and indicated in Part IV "Other Information" thereof, that while
Pro-Fac did not expect to report a significant change in its results of
operations for the quarter ended March 27, 2004 as compared to the comparable
period in the prior year, it did expect to report a significant change in its
results of operations for the nine months ended March 27, 2004 as compared to
the nine months ended March 29, 2003 because during the first seven weeks of
fiscal 2003 Pro-Fac was the parent of Birds Eye Foods, Inc., which was
consolidated with Pro-Fac for that seven week period. Pro-Fac stated in Part IV
"Other Information" of the Form 12b-25 that it expected to report net income of
approximately $7.0 million for the nine months ended March 27, 2004 as opposed
to net income of $9.1 million for the nine months ended March 29, 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: May 18, 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)
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- -----------
99.1 Press release issued by Pro-Fac Cooperative, Inc. announcing its
financial results for the third quarter ended March 27, 2004, is
incorporated by reference into this Current Report on Form 8-K from
Pro-Fac's Current Report on Form 8-K filed May 17, 2004.