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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.______________)*
SECECA FOODS CORPORATION
------------------------
(name of issuer)
NEW PREFERRED $12.00 STOCK
--------------------------
(title of class of securities)
817070-60-0
-----------
(CUSIP number)
I. WISTAR MORRIS, III
C/O BOENNING & SCATTERGOOD, INC.
4 TOWER BRIDGE, SUITE 300
200 BARR HARBOR DRIVE
WEST CONSHOHOCKEN, PENNSYLVANIA 19428
610-832-5271
------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
JULY 1, 2004
------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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 ("Act") 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).
SCHEDULE 13D
CUSIP NO. 817070600 PAGE 2 OF 4 PAGES
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
I. Wistar Morris, III
SS # 169-34-4657
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
N/A
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS*
PF
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
________________________________________________________________________________
6. CITIZENSHIP OF PLACE OF ORGANIZATION
Pennsylvania, U.S.
________________________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF 124,000
SHARES ________________________________________________________________
8. SHARED VOTING POWER
BENEFICIALLY
20,000
OWNED BY
________________________________________________________________
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 124,000
PERSON ________________________________________________________________
10. SHARED DISPOSITIVE POWER
WITH
158,300
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,300
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.19%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
page 3 of 4
SCHEDULE 13D
FILED BY I. WISTAR MORRIS, III REGARDING
SENECA FOODS CORPORATION NEW PREFERED $12.00 STOCK
ITEM 1. SECURITY AND ISSUER
-------------------
This statement relates to the common stock of Seneca Foods Corporation,
(The "Company"). The Company's principal offices are located at 3736
South Main Street, Marion, NY 104505.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
The name of the person filing this statement is I. Wistar Morris, III,
an individual (the "reporting person"). The reporting person's business
address is c/o Boenning and Scattergood, Inc., 4 Tower Bridge, Suite
300, 200 Barr Harbor Drive, West Conshohocken, Pennsylvania 19428. He
is employed as a registered representative with Boenning & Scattergood,
Inc., which is a NASD registered broker-dealer.
During the last five years, the reporting person has not been convicted
in a criminal proceeding. During the last five years, the reporting
person was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which was
or is subject to a judgment, decree final order enjoining future
violation of, or prohibiting, or mandatory activities subject to
federal or state securities laws of finding any violation with respect
to such laws.
The reporting person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
--------------------------------------------------
This schedule 13D covers 282,300 shares beneficially owned by Morris
individually and through his immediate family. Of the 282,300 shares
beneficially owned by Morris individually and through his immediate
family, 124,000 shares are held in nominees' name for his benefit,
60,000 shares are held in nominee's name for the benefit of his wife,
78,300 shares are held in nominee's name for the benefit of his
children and 20,000 shares are held in nominee's name for a Foundation
in which Morris is co-trustee. The stock beneficially owned by Morris
individually and through his immediate family was purchased with
personal funds beginning in 2004, with the last purchase being made on
7-01-04.
page 4 of 4
ITEM 4. PURPOSE OF TRANSACTION.
-----------------------
The purpose of the acquisition of the stock beneficially owned by the
reporting person and his immediate family is for personal investment.
The reporting person has no present plans or proposals that relate to
or would result in any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D, except that additional purchases may be
made which would not result in the reporting person having beneficial
ownership of 10% or more of the Issuer's outstanding $12.00 preferred
stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
-------------------------------------
Morris individually and through his immediate family beneficially owns
282,300 shares of New Preferred $12.00 stock of the Company, which
based on the Company's 2004 Annual Report, represents approximately
8.19% of the outstanding $12.00 preferred stock as of March 31, 2004.
Morris has the sole voting power and the sole dispositive power over
124,000 shares held for his benefit in nominee name. He has no voting
power but he has shared dispositive power with respect to the 60,000
shares held by his wife, in nominee name for her benefit and the 78,300
shares held in nominee name for the benefit of his children, as well
as, the 20,000 shares registered in nominee name for a Foundation in
which he is the co-trustee.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING, OR RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER.
-----------------------------------------------------------------------
None.
ITEM 7. MATERIAL TO BE FILES AS EXHIBITS.
---------------------------------
None.
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.
Date: July 12, 2004
___________________________________
I. Wistar Morris, III