The late 1950s were a time of turmoil in the fruit and vegetable processing industry in upstate New York. The many small canneries that dotted the landscape had thrived on sales to the government during the war years, but that business was rapidly going away. One by one, these firms…many family-owned…closed down.

GLF (the Cooperative Grange League Federation), a large supply cooperative, saw the affect that those closures had on its farmer-members who had supplied raw product to those companies. The cooperative then became the catalyst to effect the merger of two processing firms, the Curtice Brothers Company of Rochester and the Burns-Alton Corp. of Alton, creating Curtice-Burns, Inc.

Concurrently, a cooperative was formed of the growers who supplied the newly merged entity. This co-op not only supplied raw product, but it also owned the processing facilities, which were leased to Curtice-Burns. The new cooperative was named Pro-Fac a contraction of the words producers and facilities. Curtice-Burns processed the raw product into finished form (mostly canned, with some frozen) and sold it to retail and institutional markets. Operations began April 1, 1961 and first year sales were $13 million.

The joint venture grew rapidly over the years, mostly through the acquisition of companies that allowed Curtice-Burns to become a more diversified marketer of food products throughout the United States. Curtice-Burns common stock was listed on the American Stock Exchange in 1973.

Throughout this time, GLF and its successor, Agway Inc., maintained controlling interest in Curtice-Burns (it had no investment in Pro-Fac after the first few years). In the early 1990s, Agway embarked on a restructuring of its business and announced its decision to sell its interest in the company, now named Curtice Burns Foods, Inc. A protracted bidding process resulted in the purchase of Curtice Burns by Pro-Fac on November 3, 1994. This was the first time that a cooperative had taken a publicly traded company private. Soon after, Pro-Fac also became the first farmer cooperative with a security listed on a major exchange, when its Class A cumulative preferred stock (trading symbol PFACP) was listed on NASDAQ.

To signify its role in linking the agricultural (members) and processing/marketing (employees) segments of the business, Curtice Burns changed its name to Agrilink Foods, Inc. in 1997. Its business structure was centralized and streamlined in an effort to reduce the debt load taken on in 1994. Pro-Fac began doing business as Agrilink and the boards of directors of the two firms began meeting jointly.

In September of 1998, the organization basically doubled in size with the acquisition of the Dean Foods Vegetable Company and its Birds Eye, Freshlike and Veg-All brands.

Agrilink again found itself in a highly leveraged position. In order to operate with cost-effective financing, it was necessary to explore new sources of equity for the business. The amount needed and the overall financial health of agriculture meant that additional investment by members would not be sufficient. The board and management studied many options and accepted a proposal by Vestar Capital Partners, which was supported by the overwhelming majority vote of Pro-Fac members. The Vestar transaction was completed on August 19, 2002, when Vestar became the majority owner of Agrilink Foods. Effective February 10, 2003, Agrilink Foods changed its name to Birds Eye Foods. As part of the Vestar transaction, Pro-Fac

• maintains a significant minority ownership in Birds Eye Foods
• has a ten-year supply with Birds Eye Foods and is the Company's preferred supplier
• receives $10 million annually for five years from Birds Eye Foods (pursuant with the termination of the previous Marketing and Facilitation Agreement between Pro-Fac and Birds Eye Foods) This payment protects stock dividend payments and provides operating funds.
• can secure a $1 million line of credit each year for five years from Birds Eye Foods.

Pro-Fac Cooperative is now strategically positioned for its next period of growth.