Item 1
Business
General Development of Business
SENECA FOODS CORPORATION (the "Company") was organized in 1949 and incorporated under the laws of the State of New York. In the spring of 1995, the Company initiated a 20-year Alliance Agreement with the Pillsbury Company, which was acquired by General Mills Operations, Inc. ("GMOI"), that created the Company's most significant business relationship. Under the Alliance Agreement, the Company has packed canned and frozen vegetables carrying GMOI's Green Giant brand name.
Since the onset of the Alliance Agreement, vegetable production has been the Company's dominant line of business. In fiscal 1999, the Company sold its fruit juice business and its applesauce and industrial flavors business. As a result of these fiscal 1999 divestitures, the Company's only non-vegetable food products are a line of fruit products.
On May 27, 2003, the Company completed the acquisition of the sole membership interest in Chiquita Processed Foods, L.L.C. from Chiquita Brands International, Inc.
Available Information
The Company's Internet address is www.senecafoods.com. The Company's annual report on Form 10-K, the Company's quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available on the Company's web site, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. All such filings on the Company's web site are available free of charge.
In addition, the Company's website includes items related to corporate governance matters, including charters of various committees of the Board of Directors and the Company's Code of Business Conduct and Ethics. The Company intends to disclose on its website any amendment to or waiver of any provision of the Code of Business Conduct and Ethics that would otherwise be required to be disclosed under the rules of the SEC and NASDAQ.
Financial Information about Industry Segments
The Company's business activities are conducted in food and non-food operations. The food operation constitutes 99% of total sales, of which approximately 99% is vegetable processing and 1% is fruit processing. The non-food operation is mostly trade sales of cans and ends, which represents 1% of the Company's total sales.
Narrative Description of Business
Principal Products and Markets
Food Processing
The principal products of this segment include canned vegetables, frozen vegetables and fruit products. The products are sold to retail and institutional markets. The Company has divided the United States into four major marketing sections: Eastern, Southern, Northwestern, and Southwestern. Food processing operations are primarily supported by plant locations in New York, Wisconsin, Washington, Idaho, Illinois, and Minnesota.
The following table summarizes net sales by major product category for the years ended March 31, 2005, 2004, and 2003:
Source and Availability of Raw Materials
The Company's food processing plants are located in major vegetable producing states and in one fruit producing state. Fruits and vegetables are primarily obtained through contracts with growers. The Company's sources of supply are considered equal or superior to its competition for all of its food products.
Intellectual Property
The Company's most significant brand name, Libby's, is held pursuant to a trademark license granted to the Company in March 1982 and renewable by the Company every 10 years for an aggregate period expiring in March 2081. The original licensor was Libby, McNeill & Libby, Inc., then an indirect subsidiary of Nestle, S. A. ("Nestle") and the license was granted in connection with the Company's purchase of certain of the licensor's canned vegetable operations in the United States. Nestle, one of the world's major food companies, is successor-licensor. The license is limited to vegetables which are shelf-stable and thermally processed, and includes the Company's major vegetable varieties - corn, peas and green beans - as well as certain other thermally processed vegetable varieties plus sauerkraut.
The Company is required to pay an annual royalty, initially set at $25,000, and adjustable up or down in subsequent years based upon changes in the "Employment Cost Index-Private Nonfarm Workers" published by the U. S. Bureau of Labor Statistics or an appropriate successor index as defined in the license agreement. For the year which began in March 2005, the royalty was $56,823. Nestle may terminate the license for non-payment of royalty, use of the trademark in sales outside the licensed territory, failure to achieve a minimum level of sales under the licensed trademark during any calendar year or a material breach or default by the Company under the agreement (which is not cured within the specified cure period).
Seasonal Business
While individual fruits and vegetables have seasonal cycles of peak production and sales, the different cycles are usually offsetting to some extent. Minimal food processing occurs in the Company's last fiscal quarter ending March 31, which is the optimal time for maintenance, repairs and equipment changes in its processing plants. The supply of commodities, current pricing, and expected new crop quantity and quality affect the timing of the Company's sales and earnings. When the seasonal harvesting periods of the Company's major vegetables are newly completed, inventories for these processed vegetables are at their highest levels. For peas, the peak inventory time is mid-summer and for corn, the Company's highest volume vegetable, the peak inventory is in mid-autumn. An Off Season Allowance is established during the year to minimize the effect of seasonal production on earnings. The Off Season Allowance is zero at fiscal year-end.
Backlog
In the food processing business, the end of year sales order backlog is not considered meaningful. Traditionally, larger customers provide tentative bookings for their expected purchases for the upcoming season. These bookings are further developed as data on the expected size of the related national harvests becomes available. In general, these bookings serve as a yardstick rather than as a firm commitment, since actual harvest results can vary notably from early estimates. In actual practice, the Company has substantially all of its expected seasonal production identified to potential sales outlets before the seasonal production is completed.
Competition and Customers
Competition in the food business is substantial with imaginative brand registration and promotion, quality, service, and pricing being the major determinants in the Company's relative market position. The Company is aware of approximately 18 competitors in the U.S. processed vegetable industry, many of which are privately held companies. The Company believes that it is a major producer of canned vegetables, but some producers of canned, frozen and other modes of vegetable products have sales which exceed the Company's sales.
During the past year, approximately 10% of the Company's processed foods sales were packed for retail customers under the Company's branded labels of Libby's(R), Blue Boy(R), Aunt Nellie's Farm Kitchen(R), Stokely(R), Read(R), Festal(R), Diamond A(R), and Seneca(R). About 18% of processed foods sales were packed for institutional food distributors and 46% were retail packed under the private label of customers. The remaining 26% is sold under the Alliance Agreement with GMOI (see note 13 of Item 8, Financial Statements and Supplementary Data). Termination of the Alliance Agreement would substantially reduce the Company's sales and profitability unless the Company were to enter into a new substantial supply relationship with GMOI or another major vegetable marketer. The customers represent a full cross section of the retail, institutional, distributor, and industrial markets; and the Company does not consider itself dependent on any single sales source other than sales attributable to the Alliance Agreement.
The Company's principal branded products are its Libby's canned vegetable products, which rate among the top five national brands. The information under the heading Results of Operations in Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2005 Annual Report is incorporated by reference.
Environmental Protection
Environmental protection is an area that has been worked on most diligently at each food processing facility. In all locations, the Company has cooperated with federal, state, and local environmental protection authorities in developing and maintaining suitable antipollution facilities. In general, pollution control facilities are equal to or somewhat superior to those of our competitors and are within environmental protection standards. The Company does not expect any material capital expenditures to comply with environmental regulations in the near future. The Company is a potentially responsible party with respect to two waste disposal sites owned and operated by others. The Company believes that any reasonably anticipated liabilities will not exceed $437,000 in the aggregate.
Environmental Litigation
The Company is one of a number of business and local government entities which contributed waste materials to a landfill in Yates County in upstate New York, which was operated by a party unrelated to the Company primarily in the 1970's through the early 1980's. The Company's wastes were primarily food and juice products. The landfill contained some hazardous materials and was remediated by the State of New York. The New York Attorney General has advised the Company and other known non-governmental waste contributors that New York has sustained a total remediation cost of $4.9 million and seeks recovery of half that cost from the non-governmental waste contributors. The Company is one of four identified contributors who cooperatively are investigating the history of the landfill so as to identify and seek out other potentially responsible parties who are not defunct and are financially able to contribute to the non-governmental parties' reimbursement liability. Until that search is completed, the Company's liability cannot be definitively estimated. The Company does not believe that any ultimate settlement in excess of the amount accrued will have a material impact on its financial position or results of operations.
Employment
The Company has 3,183 employees of which 2,588 full time and 508 seasonal employees work in food processing and 87 full time employees work in other activities.
The Company has six collective bargaining agreements with three union locals covering approximately 825 of its full time employees. The terms of these agreements result in wages and benefits which are substantially the same for comparable positions for the Company's non-union employees. Four collective bargaining agreements expire in calendar 2008. Two agreements expire in calendar 2006.
Foreign Operations
Export sales for the Company are a relatively small portion (about 8%) of the food processing sales.
Item 2
Item 2
Properties
The Company has five food processing, packaging, and warehousing facilities located in New York State that provide approximately 1,608,000 square feet of food packaging, freezing and freezer storage, and warehouse storage space. These facilities process and package vegetable products. The Company is a lessee under a number of operating and capital leases for equipment and real property used for processing and warehousing.
Seven facilities in Minnesota, three facilities in Washington, three facilities in Idaho, two facilities in Oregon, one facility in Illinois, and ten facilities in Wisconsin provide approximately 8,539,000 square feet of food packaging, freezing and freezer storage, and warehouse storage space. These facilities process and package various vegetable and fruit products. Most of the facilities are owned by the Company.
All of the properties are well maintained and equipped with modern machinery. All locations, although highly utilized, have the ability to expand as sales requirements justify. Because of the seasonal production cycles the exact extent of utilization is difficult to measure. In certain circumstances, the theoretical full efficiency levels are being reached; however, expansion of the number of production days or hours could increase the output by up to 20% for a season.
Certain of the Company's facilities are mortgaged to financial institutions to secure long-term debt and capital lease obligations. See Notes 4 and 5 of Item 8, Financial Statements and Supplementary Data, for additional information about the Company's long-term debt and lease commitments.
Item 3
Item 3
Legal Proceedings
During 2004, various claims totaling approximately $3,211,000 were asserted by the Fleming Companies against the Company and a subsidiary acquired in 2003 in the Bankruptcy proceedings in the U. S. Bankruptcy Court for the District of Delaware for (i)receipt of allegedly preferential payments under the U. S. Bankruptcy Code ($1,292,000), (ii) receipt of alleged overpayments ($1,139,000) and (iii) amounts allegedly owing under various vendor promotional programs ($780,000). During 2005, the Company settled these claims for $399,000.
On June 15, 2004, an accident occurred at the Company's aircraft hangar located at the Yates County Airport in Penn Yan, New York. A collision occurred between an automobile owned by an employee of an aircraft service company doing contract work at the Company's hangar and two jet aircraft standing in the hangar. The incident caused minor damage to the hangar and one of the airplanes and substantial damage to the wing of the second airplane. A corporate customer of the Company's Flight Division shares ownership with the Company of the less-damaged aircraft and has sole ownership of the more-damaged aircraft. The Company does not believe that any ultimate settlement will have a material impact on its financial position or results of operations.
In the ordinary course of its business, the Company is made a party to certain legal proceedings seeking monetary damages. The Company does not believe that an adverse decision in any of these proceedings would have a material adverse impact on its financial position, results of operations or cash flows. See Environmental Litigation in Item 1 for further legal discussion.
Item 4
Item 4
Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of shareholders during the last quarter of the fiscal period covered by this report.
PART II
Item 5
Item 5
Market for Registrant's Common Stock and Related Security Holder Matters and Issuer Purchases of Equity Securities
Each class of preferred stock receives preference as to dividend payment and declaration over any common stock. In addition, refer to the information in the 2005 Annual Report, "Shareholder Information and Quarterly Results", which is incorporated by reference.
Item 6
Item 6
Selected Financial Data
Refer to the information in the 2005 Annual Report, "Five Year Selected Financial Data", which is incorporated by reference.
Item 7
Item 7
Management's Discussion and Analysis of Financial Condition and Results of Operations
Refer to the information in the 2005 Annual Report, "Management's Discussion and Analysis of Financial Condition and Results of Operations", which is incorporated by reference.
Item 7A
Item 7A
Quantitative and Qualitative Disclosures about Market Risk
Refer to the information in the 2005 Annual Report, "Quantitative and Qualitative Disclosures about Market Risk", which is incorporated by reference.
Item 8
Item 8
Financial Statements and Supplementary Data
Refer to the information in the 2005 Annual Report, "Consolidated Financial Statements and Notes thereto including Report of Independent Registered Public Accounting Firms", which is incorporated by reference.
Item 9
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A
Item 9A
Controls and Procedures
An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation, as of March 31, 2005, of our disclosure controls and procedures, as that term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended (the Exchange Act). Our disclosure controls and procedures have been designed to ensure that information we are required to disclose in our reports that we file with the SEC under the Exchange Act is recorded, processed and reported on a timely basis. Based upon this evaluation, our chief executive officer and our chief financial officer concluded that, because of the material weaknesses described below under "Management's Report on Internal Control Over Financial Reporting," our disclosure controls and procedures were not effective as of March 31, 2005.
Management's Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our company's financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted a review, evaluation and assessment of the effectiveness of our internal control over financial reporting as of March 31, 2005, based upon the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
A material weakness is a significant deficiency (as defined in the Public Company Accounting Oversight Board's Auditing Standard No. 2), or combination of significant deficiencies, that results in there being more than a remote likelihood that a material misstatement in the annual or interim financial statements will not be prevented or detected on a timely basis by employees in the normal course of their work. Management's assessment identified the following three material weaknesses as of March 31, 2005 related to the financial statement close process:
o Insufficient controls to review the application of accounting principles over the determination and calculation of asset impairments in accordance with FAS 144.
o Insufficient controls over the calculation and review of accrued promotion expense. o Insufficient controls over the selection and monitoring of key assumptions supporting accounting estimates.
These material weaknesses related to the financial statement close process affect the following significant accounts: property, plant and equipment, accrued expense, allowance for doubtful accounts, inventory, and the related income statement accounts, and could result in a material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected.
As a result of these material weaknesses, management recorded adjustments in the fourth quarter of fiscal 2005 to the following accounts: property, plant and equipment, allowance for doubtful accounts, accrued promotion expense, accrued payroll taxes, accrued unemployment expenses, and the related income statement accounts.
Because of the material weaknesses described above, our management concluded that our internal control over financial reporting was not effective as of March 31, 2005. Management's assessment of the effectiveness of internal control over financial reporting as of March 31, 2005, has been audited by Ernst & Young LLP, the Company's independent registered public accounting firm. Their report appears below.
Plan to Remediate Material Weaknesses The Company has dedicated substantial resources to the review of its internal control processes and procedures. As a result of that review, the Company plans to take the following steps toward remediation of the material weaknesses identified as of March 31, 2005 by: (i) developing an internal audit process in the quarter ending July 2, 2005, which will include using a third party public accounting firm; (ii) establishing a control whereby a detailed analysis, in accordance with the provisions of FAS 144, will be prepared and reviewed when management identifies an indicator of impairment; (iii) creating a control procedure whereby management will be required to provide detailed support for each promotion accrual on a quarterly basis and corporate accounting personnel will be actively involved in reviewing the documentation for compliance with GAAP; (iv) implementing control procedures for the monitoring of key assumptions, on a quarterly basis, to ensure that they are appropriate.
Changes in Internal Control over Financial Reporting There have been no changes in the Company's internal control over financial reporting during the fourth quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
The Board of Directors and Stockholders of Seneca Foods Corporation
We have audited management's assessment, included in "Management's Report on Internal Control over Financial Reporting," that Seneca Foods Corporation did not maintain effective internal control over financial reporting as of March 31, 2005, because of the effect of the material weaknesses identified in management's assessment and described below, based on criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Seneca Foods Corporation's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
As of March 31, 2005, three material weaknesses existed related to the financial statement close process:
o Insufficient controls to review the application of accounting principles over the determination and calculation of asset impairments in accordance with FAS 144. o Insufficient controls over the calculation and review of accrued promotion expense. o Insufficient controls over the selection and monitoring of key assumptions supporting accounting estimates.
As a result of these material weaknesses, management recorded adjustments in the fourth quarter of fiscal 2005 to the following accounts: property, plant and equipment, allowance for doubtful accounts, accrued promotion expense, accrued payroll taxes, accrued unemployment expenses, and the related income statement accounts. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2005 financial statements, and this report does not affect our report dated June 10, 2005 on those financial statements.
In our opinion, management's assessment that Seneca Foods Corporation did not maintain effective internal control over financial reporting as of March 31, 2005, is fairly stated, in all material respects, based on the COSO control criteria. Also, in our opinion, because of the effect of the material weaknesses described above on the achievement of the objectives of the control criteria, Seneca Foods Corporation has not maintained effective internal control over financial reporting as of March 31, 2005 based on the COSO control criteria.
/s/ Ernst & Young LLP Buffalo, New York June 10, 2005
Item 9B
Item 9B
Other Information
None.
PART III
Item 10
Item 10
Directors and Executive Officers of the Registrant
The Company has adopted a Code of Ethics that applies to the Chief Executive Officer, Chief Financial Officer and Controller. The Code of Ethics is available on our web site www.senecafoods.com (free of charge).
Additional information required by Item 10 will be filed separately with the Commission, pursuant to Regulation 14A, in a definitive proxy statement involving the election of directors, which is incorporated herein by reference.
Item 11
Item 11
Executive Compensation
Information required by Item 11 will be filed separately with the Commission, pursuant to Regulation 14A, in a definitive proxy statement involving the election of directors, which is incorporated herein by reference.
Item 12
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by Item 12 will be filed separately with the Commission, pursuant to Regulation 14A, in a definitive proxy statement involving the election of directors, which is incorporated herein by reference.
Item 13
Item 13
Certain Relationships and Related Transactions
Information required by Item 13 will be filed separately with the Commission, pursuant to Regulation 14A, in a definitive proxy statement involving the election of directors, which is incorporated herein by reference.
Item 14
Item 14
Principal Accountant Fees and Services
Information required by Item 14 will be filed separately with the Commission, pursuant to Regulation 14A, in a definitive proxy statement involving the election of directors, which is incorporated herein by reference.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders Seneca Foods Corporation Marion, New York
We have audited the consolidated statements of net earnings, stockholders' equity, and of cash flows of Seneca Foods Corporation and subsidiaries (the "Company") for the year ended March 31, 2003, and have issued our report thereon dated May 21, 2003; such consolidated financial statements and report is included in your 2005 Annual Report to Shareholders and is incorporated herein by reference. Our audit also included the consolidated financial statement schedule of the Company listed in Item 15
Item 15
Exhibits and Financial Statement Schedules
A. Exhibits, Financial Statements, and Supplemental Schedules
1. Financial Statements - the following consolidated financial statements of the Registrant, included in the Annual Report for the year ended March 31, 2005, are incorporated by reference in Item 8:
Consolidated Statements of Net Earnings - Years ended March 31, 2005, 2004 and 2003
Consolidated Balance Sheets - March 31, 2005 and 2004
Consolidated Statements of Cash Flows - Years ended March 31, 2005, 2004 and 2003
Consolidated Statements of Stockholders' Equity - Years ended March 31, 2005, 2004 and 2003
Notes to Consolidated Financial Statements - Years ended March 31, 2005, 2004 and 2003
Reports of Independent Registered Public Accounting Firms
Pages
2. Supplemental Schedule:
Schedule II -- Valuation and Qualifying Accounts 11
Other schedules have not been filed because the conditions requiring the filing do not exist or the required information is included in the consolidated financial statements, including the notes thereto.
3. Exhibits:
No. 3 - Articles of Incorporation and By-Laws - Incorporated by reference to exhibits 3.1, 3.2 and 3.3 the Company's Form 10-Q/A filed August, 1995; as amended by exhibit 3 filed with the Company's Form 10-K filed June 1996 as amended by exhibit 3(i) to the Company's Form 8-K dated September 17, 1998; as amended by exhibit 3.3 to the Company's form 8-K dated June 10, 2003.
No. 4 - Articles defining the rights of security holders - Incorporated by reference to the Company's Form 10-Q/A filed August, 1995 as amended by amendments filed with the Company's Form 10-K filed June 1996. Instrument defining the rights of any holder of Long-Term Debt - Incorporated by reference to Exhibit 99 to the Company's Form 10-Q filed January 1995 as amended by Exhibit No. 4 of the Company's Form 10-K filed June, 1997, amended by Exhibit 4 of the Company's Form 10-Q and Form 10-Q/A filed November, 1997, as amended by amendments filed with the Company's definitive proxy statement filed July, 1998 as amended by the Company's 8-K dated June 10, 2003. The Company will furnish, upon request to the SEC, a copy of any instrument defining the rights of any holder of Long-Term Debt.
No. 10 - Material Contracts - Incorporated by reference to the Company's Form 8-K dated February 24, 1995 for the First Amended and Restated Alliance Agreement and the First Amended and Restated Asset Purchase Agreement both with The Pillsbury Company amended by the Company's Form 8-K dated June 11, 2002. Incorporated by reference to exhibit 10 to the Company's Form 10-K filed June 25, 2002 for an Indemnification Agreement dated January 31, 2002. Incorporated by reference to the Company's 8-K dated June 10, 2003 for the Purchase Agreement by and among Seneca Foods Corporation, Chiquita Brands International, Inc. and Friday Holdings, L.C.C. dated as of March 6, 2003.
No. 13 - The material contained in the 2005 Annual Report to Shareholders under the following headings: "Five Year Selected Financial Data", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Consolidated Financial Statements and Notes thereto including Independent Auditors' Report", "Quantitative and Qualitative Disclosures about Market Risk", and "Shareholder Information and Quarterly Results".
No. 21 - List of Subsidiaries (filed herewith)
No. 23.1 - Consent of Ernst & Young LLP (filed herewith)
No. 23.2 - Consent of Deloitte & Touche LLP (filed herewith)
No. 31.1 - Certification of Kraig H. Kayser pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
No. 31.2 - Certification of Philip G. Paras pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
No. 32 - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
Schedule II
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
SENECA FOODS CORPORATION
By /s/Jeffrey L. Van Riper June 14, 2005 -------------------------- ------------- Jeffrey L. Van Riper Controller and Secretary (Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: