UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 8, 2005
PRO-FAC COOPERATIVE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
New York
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(State or Other Jurisdiction of Incorporation)
0-20539 16-6036816
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(Commission File Number) (IRS Employer Identification No.)
350 Linden Oaks, P.O. Box 30682, Rochester, New York 14603-0682
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(Address of Principal Executive Offices) (Zip Code)
(585) 218-4210
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Section 2 - Financial Information
Item 2.02. Results of Operations and Financial Condition
On February 8, 2005, Pro-Fac Cooperative, Inc. (the "Cooperative") issued a
press release, dated February 8, 2005, to report its financial results for the
Cooperative's fiscal quarter ended December 25, 2004. A copy of the press
release is furnished by this Current Report on Form 8-K and is attached to this
Report as Exhibit 99.1.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
The Cooperative's Board of Directors, in accordance with the Cooperative's
certificate of incorporation, declared an annual dividend of $1.00 per share,
payable on April 1, 2005 to shareholders of record of its Class B cumulative
preferred stock on March 15, 2005, and also determined that the Cooperative will
redeem on April 1, 2005 all issued and outstanding shares of Class B cumulative
preferred stock, in accordance with the terms of such securities, held of record
by shareholders on March 15, 2005 at a redemption price of $10 per share.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits .
Exhibit Press Release issued by Pro-Fac Cooperative, Inc. on
99.1 February 8, 2005 announcing its financial results
for the fiscal quarter ended December 25, 2004, the
declaration and payment of the dividend and the
redemption of Class B cumulative preferred stock.
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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 hereunto duly authorized.
PRO-FAC COOPERATIVE, INC.
February 8, 2005 By: /s/ Stephen R. Wright
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Stephen R. Wright, Chief Executive
Officer, Chief Financial Officer,
General Manager and Secretary
(Principal Executive Officer and
Principal Financial Officer)
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