Sec Form 13D Filing - CHIQUITA BRANDS INTERNATIONAL INC (CQB) filing for SENECA FOODS CORP (SENEA) - 2005-04-25

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 1 )1

 

 

 

 

SENECA FOODS CORPORATION


(Name of Issuer)

 

 

Common Stock Class A, par value $.25


(Title of Class of Securities)

 

 

817070 50 1


(CUSIP Number)

 

 

Robert W. Olson

Senior Vice President and General Counsel

Chiquita Brands International, Inc.

250 East Fifth Street

Cincinnati, OH 45202

(513) 784-8804


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

April 21, 2005


(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

 

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent.

 

1   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 817070 501

 

  1  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Chiquita Brands International, Inc. 04-1923360

   
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  ¨

   
  3  

SEC USE ONLY

 

   
  4  

SOURCE OF FUNDS*

 

            N/A

   
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  x
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            New Jersey

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7    SOLE VOTING POWER

 

                -0-


  8    SHARED VOTING POWER

 

                -0-


  9    SOLE DISPOSITIVE POWER

 

                -0-


10    SHARED DISPOSITIVE POWER

 

                -0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            -0-

   
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            0%

   
14  

TYPE OF REPORTING PERSON*

 

            CO

   

 

Page 2 of 6


This Final Amendment (“Final Amendment”) amends and supplements the statement on Schedule 13D initially filed on June 4, 2003 (the “Original Filing”). Information reported in the Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Final Amendment. Capitalized terms used and not defined in this Final Amendment shall have the meanings set forth in the Original Filing.

 

Item 2. Identity and Background

 

Information with respect to the current directors and executive officers of Chiquita is set forth on Schedule 1 hereto.

 

Item 4. Purpose of Transaction

 

Item 4 of the Original Filing is hereby amended and restated in its entirety as follows:

 

This Schedule 13D is filed to report Chiquita’s sale on April 21, 2005, of 967,742 shares of Seneca Convertible Preferred Stock Series 2003 (the “Seneca Preferred Shares”) to Boenning & Scattergood, Inc. (“Boenning”), as agent for multiple buyers (the “Buyers”), for an aggregate purchase price of $14,516,130, or $15 per share, in cash. Chiquita paid Boenning a commission of $.05 per share, or an aggregate of $48,387. Upon completion of the sale, Chiquita ceased to be the beneficial owner of any Seneca Preferred Shares or Common Stock Class A. This is the final amendment to the Schedule 13D, reflecting that as of the closing date of sale Chiquita did not beneficially own any Seneca Preferred Shares or Common Stock Class A.

 

Page 3 of 6


Item 5. Interest in Securities of the Issuer

 

Item 5 of the Original Filing is hereby amended and restated in its entirety as follows:

 

(a) Neither Chiquita nor any other person named in Item 2 (including Schedule 1) beneficially owns any Seneca Preferred Shares or shares of Common Stock Class A.

 

(b) Neither Chiquita nor any other person named in Item 2 (including Schedule 1) has the power to vote or the direct the vote with respect to, or to dispose or direct the disposition of, any Seneca Preferred Shares or shares of Common Stock Class A.

 

(c) As of the date hereof, except for the sale of 967,742 Seneca Preferred Shares disclosed in response to Item 4 above, no transactions in Seneca Preferred Shares or shares of Common Stock Class A have been effected during the past 60 days by Chiquita nor any other person named in Item 2 (including Schedule 1).

 

(d) As disclosed in response to Item 4 above, as of April 21, 2005, the Buyers will have the right to receive dividends from, and the proceeds from the sale of 967,742 Seneca Preferred Shares and the Common Stock Class A issuable upon conversion thereof.

 

(e) As of April 21, 2005, Chiquita ceased to be the beneficial owner of any Seneca Preferred Shares or Common Stock Class A.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Original Filing is hereby amended and restated in its entirety as follows: Chiquita’s arrangement with Boenning in connection with Chiquita’s sale of the Seneca Preferred Shares is described in Item 4. Chiquita has no contracts, arrangements, understandings or relationships with any of the Buyers regarding the Seneca Preferred Shares or Common Stock Class A.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated this 25th day of April, 2005

  Chiquita Brands International, Inc.
   

/s/ John W. Braukman, III


    By:  

John W. Braukman, III

Senior Vice President and Chief Financial Officer

 

Page 4 of 6


Schedule 1

 

The following is information with respect to each person who is a director or executive officer of Chiquita. If no business address is given, the director’s or officer’s address is Chiquita Brands International, Inc., 250 East Fifth Street, Cincinnati, OH 45202.

 

Name


  

Present Principal Occupation or

Employment and Business Address


 

Citizenship


Directors         
Fernando Aguirre   

Chairman of the Board, President

and Chief Executive Officer of Chiquita

  U.S.A.
Morten Arntzen   

Chief Executive Officer

Overseas Shipholding Group, Inc.

511 Fifth Avenue

New York, New York 10019

  U.S.A.
Jeffrey D. Benjamin   

Senior Advisor

Apollo Management L.P.

9 West 57th Street

New York, NY 10019

  U.S.A.
Robert W. Fisher   

Private Investor

1821 Ralston Avenue

Burlingame, CA 94010

  U.S.A.
Roderick M. Hills   

Chairman

Hills Enterprises, Ltd.

901 Fifteenth Street NW Suite 400

Washington, D.C. 20036

  U.S.A.
Durk I. Jager   

Private Investor/Consultant

c/o Procter & Gamble

One Procter & Gamble Plaza

Cincinnati, OH 45202

  The Netherlands
Jaime Serra   

Senior Partner

Serra Associates International

Prol. Paseo de la Reforma 600-103

Col. Santa Fe Peña Blanca

Mexico, D.F. 01210

  Republic of Mexico
Steven P. Stanbrook   

President, Asia-Pacific

S.C. Johnson & Son, Inc.

1525 Howe Street MS065

Racine, WI 53403

  Great Britain
Executive Officers         
John W. Braukman III   

Senior Vice President and Chief

Financial Officer

  U.S.A.

 

Page 5 of 6


Anne L. Gehring    Vice President, Business Process Development   U.S.A.
Robert F. Kistinger    President and Chief Operating Officer, Chiquita Fresh Group   U.S.A.
Robert W. Olson    Senior Vice President, General Counsel and Secretary   U.S.A.
Manuel Rodriguez    Senior Vice President, Government and International Affairs and Corporate Responsibility Officer   U.S.A.
Tanios Viviani    Vice President, Fresh Cut Fruit   U.S.A.
Waheed Zaman    Vice President and Chief Information Officer   U.S.A.

 

None of the directors or executive officers listed above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

None of the directors or executive officers listed above has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Page 6 of 6