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Index to Exhibits at page 13
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 30, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------ ------------------
Commission File Number 0 - 1653
--------
GENESEE CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
STATE OF NEW YORK 16-0445920
-------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Powers Bldg., 16 W. Main Street, Rochester, New York 14614
- ---------------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (585) 454-1250
----------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------ ------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
--- ---
As of the date of this report, the Registrant had the following shares of common
stock outstanding:
Number of Shares
Class Outstanding
----- ----------------
Class A Common Stock (voting), par
value $.50 per share 209,885
Class B Common Stock (non-voting), par
value $.50 per share 1,464,201
Page 2 of 16
GENESEE CORPORATION
AND SUBSIDIARIES
Statement Of Net Assets In Liquidation (Liquidation Basis)
October 30, 2004 and May 1, 2004
(Dollars in thousands, except per share data)
(Unaudited)
October 30, 2004 May 1, 2004
---------------- -----------
ASSETS
Cash and cash equivalents $ 2,901 $ 3,731
Restricted cash 2,416 3,200
Notes receivable 0 1,000
Estimated net income tax receivable 193 515
Other assets 359 393
---------- ----------
Total assets $ 5,869 $ 8,839
========== ==========
LIABILITIES AND NET ASSETS
Accrued expenses and other liabilities $ 257 $ 389
Accrued self-insured workers compensation 1,343 1,608
---------- ----------
Total liabilities 1,600 1,997
---------- ----------
Net assets in liquidation $ 4,269 $ 6,842
========== ==========
Number of common shares outstanding (Class A - 209,885; Class B - 1,464,201) 1,674,086 1,674,086
Net assets in liquidation per outstanding share $ 2.55 $ 4.09
========== ==========
See accompanying notes to consolidated financial statements.
Page 3 of 16
GENESEE CORPORATION
AND SUBSIDIARIES
Statement Of Changes In Net Assets In Liquidation (Liquidation Basis)
For the Twenty-Six Weeks Ended October 30, 2004 and November 1, 2003
(Dollars in thousands)
(Unaudited)
2004 2003
---------------------------
Net assets in liquidation at May 1, 2004 and May 3, 2003, respectively $ 6,842 $ 8,377
Liquidating distribution paid to shareholders (2,511) 0
High Falls subordinated note receivable:
Interest income 0 140
Interest income, net 16 12
Changes in estimated liquidation values of assets and liabilities (100) 2
---------------------------
Net assets in liquidation at July 31, 2004 and August 2, 2003, respectively 4,247 8,531
High Falls subordinated note receivable:
Interest income 0 70
Change in fair value 0 (1,700)
Interest income (expense), net 24 (58)
Changes in estimated liquidation values of assets and liabilities (2) (163)
---------------------------
Net assets in liquidation at October 30, 2004 and November 1, 2003, respectively $ 4,269 $ 6,680
===========================
See accompanying notes to consolidated financial statements.
Page 4 of 16
GENESEE CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE (A) Divestiture of the Corporation's Operating Businesses and Other Assets
In October 2000, Genesee Corporation (the "Corporation") shareholders
approved a plan to divest all of the Corporation's operations and then
liquidate and dissolve the Corporation (the "Plan of Liquidation and
Dissolution.") Since then, as discussed below, the Corporation has
divested all of its operations and substantially all of its other
assets. The proceeds from these divestitures, net of amounts paid or
reserved to discharge all of the Corporation's obligations and
liabilities, are being distributed to the Corporation's shareholders in
a series of liquidating distributions.
The Corporation sold its brewing business in December 2000 to High
Falls Brewing Company, LLC ("High Falls") for $27.2 million of which it
actually received $24.2 million. The Corporation received $11 million
of the sale price in the form of notes receivable from High Falls, of
which only $8 million in cash was received and are more fully described
in Note B.
The Corporation sold a significant portion of its equipment lease
portfolio in December 2000 and received $12.8 million in proceeds.
The Corporation sold its Foods Division in October 2001 to Associated
Brands, Inc. ("ABI") for $24.4 million.
On May 31, 2002, the Corporation sold its ten-percent interest in an
office building located in Rochester, New York and a related note
receivable from the building owner for $2.4 million in cash.
On September 16, 2002, the Corporation sold its 50% interests in a
408-unit apartment complex located in Syracuse, New York and a 150-unit
apartment complex located in Rochester, New York for a combined sales
price of $4.5 million.
On May 24, 2004, the Corporation sold the remaining High Falls debt for
$1,000,000 (see Note B.) The Corporation has completed the liquidation
phase of its plan of liquidation and dissolution.
NOTE (B) Liquidation Basis of Accounting
With the sale of its Foods Division, which is described in Note A, the
Corporation adopted the liquidation basis of accounting. Under the
liquidation basis of accounting, assets are stated at their estimated
net realizable values and liabilities are stated at their estimated
settlement amounts, which estimates are periodically reviewed and
adjusted. A Statement of Net Assets and a Statement of Changes in Net
Assets are the two financial statements presented under the Liquidation
Basis of Accounting.
Page 5 of 16
GENESEE CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE (B) Liquidation Basis of Accounting (continued)
The valuation of assets at their net realizable value and liabilities
at their anticipated settlement amounts necessarily requires many
estimates and assumptions. In addition, there are substantial risks and
uncertainties associated with carrying out the liquidation and
dissolution of the Corporation. The valuations presented in the
accompanying Statement of Net Assets in Liquidation represent
estimates, based on present facts and circumstances, of the net
realizable values of assets and the costs associated with carrying out
the plan of liquidation and dissolution based on the assumptions set
forth below. The actual values and costs are expected to differ from
the amounts shown herein and could be greater or lesser than the
amounts recorded. In particular, the estimates of the Corporation's
costs will vary with the length of time it operates. In addition, the
estimate of net assets in liquidation per share presented in accordance
with accounting principles generally accepted in the United States of
America ("GAAP") in the accompanying Statement of Net Assets in
Liquidation generally does not incorporate a present value discount to
reflect the amount of time that will transpire before the value of
those assets is distributed to shareholders. Accordingly, it is not
possible to predict the aggregate amount that will ultimately be
distributable to shareholders and no assurance can be given that the
amount to be received in liquidation will equal or exceed the estimate
of net assets in liquidation per share presented in the accompanying
Statement of Net Assets in Liquidation or the price or prices at which
the Corporation's common stock has traded or is expected to trade in
the future.
General assumptions used and asset and liability values under the
Liquidation Basis of Accounting
Following are assumptions utilized by management in assessing the fair
value of assets and the expected settlement values of liabilities
included in the Statement of Net Assets in Liquidation as of October
30, 2004.
Cash and cash equivalents and restricted cash - Presented at face
value. The Corporation considers all highly liquid investments with
original maturities of three months or less to be cash equivalents. The
Corporation maintains balances in various operating and money market
accounts in excess of federally insured limits. At October 30, 2004,
substantially all cash balances were in excess of federally insured
limits. The Corporation adopted a Contingent Liability Reserve Policy
whereby the Corporation will maintain a cash contingency reserve for
unexpected expenses of the Corporation. The amount of the reserve may
be modified in the future as deemed necessary. The balance of this
reserve is $1.6 million, or approximately $1.00 per outstanding share
at October 30, 2004; however, it is not classified as restricted or as
a liability in the accompanying Statement of Net Assets in Liquidation.
Page 6 of 16
GENESEE CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE (B) Liquidation Basis of Accounting (continued)
Notes receivable - Stated at fair value, which has been discounted from
face value as described below. As partial consideration for the sale of
its brewing business in December 2000, the Corporation received $11
million in notes receivable from High Falls ($6.5 million in two bridge
notes and $4.5 million in a subordinated note.) On July 30, 2002 the
Corporation received $5.9 million in satisfaction of the remaining
principal balance due on the two bridge notes with original face
amounts of $3.5 million and $3 million. This prepayment was in
accordance with the terms of the notes, which required prepayment at
such time as the buyer received proceeds from government backed loans.
The Corporation received $500,000 in principal on the subordinated note
(the "High Falls Note") in December 2001 leaving a $4 million balance
due.
On May 25, 2004 the Corporation sold the High Falls Note to a third
party for $1,000,000. The High Falls Note had been in default since
December 2002. In accordance with liquidation basis accounting the High
Falls Note had been previously valued based on the fair market value of
publicly-traded debt instruments of similar quality. With the May sale
of the High Falls Note, the Corporation's May 1, 2004 Statement of Net
Assets in Liquidation, included in the Corporation's Annual Report on
Form 10-K, reported the value of the High Falls Note at $1,000,000. In
recognition of previously missed interest payments to the Corporation,
High Falls has agreed to pay the Corporation $100,000 if, prior to
April 30, 2006, certain conditions are satisfied and High Falls' senior
creditors consent to the payment.
A party to the December 2000 brewery sale claimed that the Corporation
had received approximately $120,000 in interest payments from High
Falls, which should have been paid to it, as a creditor of High Falls
that is senior to the Corporation. High Falls paid this creditor the
$120,000 on July 30, 2004 and this claim is resolved.
The sale of the High Falls Note, with the exception of the possible
receipt of $100,000 mentioned above, completed the financial matters
related to the sale of the Corporation's brewing business.
Estimated income tax receivable/payable - Based on management's
estimate. Amount reflects the impact on cash flow under an orderly
liquidation scenario. It includes adjustments for estimates of future
expenditures, the utilization of tax credits, and carryforwards and
carrybacks.
Certain amounts included in the estimated income tax receivable are
subject to audit by both state and federal taxing authorities, most
notably as it relates to the fiscal years ended May 3, 2003 and May 1,
2004. The Corporation requested, and has settled, accelerated audits
from the federal taxing authorities for the tax years ending April 27,
2002, April 28, 2001, and April 29, 2000. State audits have also been
resolved through the fiscal year ended April 27, 2002.
Page 7 of 16
GENESEE CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE (B) Liquidation Basis of Accounting (continued)
As tax returns are filed utilizing management's interpretation of
applicable rules, the actual tax liability or refund determined after a
tax audit can be different from amounts initially claimed when filing
tax returns. Based upon all known facts, management has made an
estimation of the range of probable outcomes after all tax returns have
been filed through the fiscal year end May 1, 2004 and reviewed by the
taxing authorities. The estimated income tax receivable of $193,000
recorded on the accompanying Statement of Net Assets in Liquidation is
management's estimate of the most probable point within the range. Such
estimates are often updated as additional information becomes
available.
The Corporation may incur additional professional fees as a result of
any additional income tax audits.
Other assets - Valued based on management estimates. At October 30,
2004 the $359,000 balance is primarily comprised of prepaid insurance,
a deposit with the Corporation's third party administrator for its
self-insured workers compensation claims, and a note receivable from a
former customer of the Genesee Brewing Company, Inc., that the
Corporation retained after the sale of its brewing business to High
Falls.
Accrued compensation, accrued expenses, and other liabilities - Based
on management's estimate. These are the estimated costs to complete the
Corporation's Plan of Liquidation and Dissolution, and represents the
estimated cash costs of operating the Corporation through its expected
termination. These costs, which include personnel, facilities,
professional fees, and other related costs, are estimated based on
various assumptions regarding the number of employees, the use of
outside professionals (including attorneys and accountants) and other
costs. Given that there is inherent uncertainty in the estimation
process, actual results could be materially different.
The table below details these costs by category as of May 1, 2004 and
October 30, 2004 and the expenditures and management adjustments that
occurred during the first half of fiscal 2005.
--------------------------------------------------------------------------------------------------------
Six Months Ended Six Months Ended
Category May 1, 2004 October 30, 2004 October 30, 2004 October 30, 2004
Balance Expenditures Adjustments Balance
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Office expenses,
including rent $ 8,000 (11,000) 5,000 2,000
--------------------------------------------------------------------------------------------------------
Insurance expense 24,000 (30,000) 20,000 14,000
--------------------------------------------------------------------------------------------------------
Professional fees 275,000 (184,000) 80,000 171,000
--------------------------------------------------------------------------------------------------------
Other 82,000 (7,000) (5,000) 70,000
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Totals $ 389,000 $ (232,000) $ 100,000 $ 257,000
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
The $100,000 net adjustment recorded during the first quarter of fiscal
2005 is primarily related to an anticipated increase in workers
compensation related legal costs and accounting costs during the
Corporation's wind up period.
Page 8 of 16
GENESEE CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE (B) Liquidation Basis of Accounting (continued)
Accrued self-insured workers compensation - Based on management's
estimate. The Corporation's brewing and foods businesses were
self-insured for workers compensation claims and the Corporation
retained this liability after those businesses were sold. In connection
with this liability, the Corporation is required by the New York
Workers Compensation Board (the "Compensation Board") to maintain a
$2.4 million standby letter of credit as financial assurance, which has
been renewed through August 2005. The issuing bank required the
Corporation to collateralize the letter of credit by maintaining a cash
balance of $2.4 million in a money-market account with the bank. As of
October 30, 2004 there were 30 open workers compensation claims.
The Corporation is investigating potential alternatives to obtain a
substitute for the self-insured workers compensation financial
assurance amount that would allow it to accelerate the resolution of
this liability. The Corporation could incur additional costs to settle
this workers compensation liability.
Contingent liabilities - As with any operating business, the
Corporation may have potential contingent liabilities in addition to
the liabilities recorded in the accompanying consolidated financial
statements. Because no claims for contingent liabilities have been made
or threatened, no amount has been recorded for such liabilities in the
accompanying consolidated financial statements.
NOTE (C) Financial Statement Presentation
Liquidation Basis Financial Statements
The Corporation's Statement of Net Assets in Liquidation as of October
30, 2004 and Statement of Changes in Net Assets in Liquidation for the
twenty-six week period ended October 30, 2004 and November 1, 2003
presented herein are unaudited. The May 1, 2004 Statement of Net Assets
has been audited. In the opinion of management, these financial
statements reflect all adjustments which are necessary for a fair
presentation of the results for the interim period presented.
Net assets in liquidation per outstanding share, which is reported in
the Statement of Net Assets in Liquidation, is calculated by dividing
net assets in liquidation by the number of common shares outstanding as
of the statement date.
The accompanying financial statements have been prepared in accordance
with GAAP and Securities and Exchange Commission (the "SEC") guidelines
applicable to interim financial information. These statements should be
reviewed in conjunction with the Corporation's annual report on Form
10-K for the fiscal year ended May 1, 2004. It is the Corporation's
policy to reclassify certain amounts in the prior year consolidated
financial statements to conform to the current year presentation.
NOTE (D) Class B Common Stock De-listing and Closing of Stock Books
At the close of business on December 31, 2003 the Corporation's Class B
Common Stock was de-listed from the Nasdaq National Market and the
Corporation's stock books for its Class A and Class B Common Stock were
closed. The Corporation expects to file a certificate of dissolution
with the New York State Department of State in the future.
Page 9 of 16
GENESEE CORPORATION
AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and \
Results of Operations
This financial review should be read in conjunction with the
accompanying consolidated financial statements and notes. Effective
September 29, 2001 the Corporation adopted the liquidation basis of
accounting which is described in detail in Note B to the accompanying
consolidated financial statements. In the current and prior fiscal
years the Corporation had no operations; therefore, there is no
discussion of operations presented. See also Note D to the accompanying
consolidated financial statements presented in this report that are
incorporated herein by reference thereto.
LIQUIDITY AND CAPITAL RESOURCES - OCTOBER 30, 2004
Liquidating distributions have been paid to shareholders under the
Corporation's plan of liquidation and dissolution as follows:
AMOUNT AMOUNT
DATE PAID DISTRIBUTED PER SHARE
--------- ----------- ---------
March 1, 2001 $12,557,000 $7.50
November 1, 2001 21,763,000 13.00
May 17, 2002 8,370,000 5.00
August 26, 2002 8,370,000 5.00
October 11, 2002 5,023,000 3.00
March 17, 2003 4,185,000 2.50
April 28, 2003 2,511,000 1.50
June 18, 2004 2,511,000 1.50
----------- ----
TOTAL $65,290,000 $39.00
=========== ======
Subject to amounts that the Corporation may hold to discharge
obligations and potential contingent liabilities (see Contingent
Liability Reserve Policy described below), the Corporation expects to
pay additional liquidating distributions as the Corporation is allowed
to reduce the financial assurance for its self-insured workers
compensation liability described below and reduces the amount of the
Contingent Liability Reserve described below. The length of time that
will be required to wind-up the Corporation's affairs is uncertain and
will impact the value of the Corporation's net assets in liquidation
due to the ongoing expense of operating the Corporation. The
Corporation has estimated the present value of those costs at $257,000
and this amount has been recorded on the accrued expenses and other
liabilities line in the accompanying Statement of Net Assets in
Liquidation.
Page 10 of 16
GENESEE CORPORATION
AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
LIQUIDITY AND CAPITAL RESOURCES - OCTOBER 30, 2004 (continued)
Since it is unknown how long it will be before a final liquidating
distribution is paid to shareholders, the present value of the net
assets in liquidation per outstanding share could be less or more than
is reported in the accompanying Statement of Net Assets in Liquidation
and the ultimate distributions to shareholders may differ materially
from the Corporation's current estimate.
The Corporation's unrestricted and restricted cash and cash equivalents
are invested in commercial bank money market funds to earn a market
rate of return on those funds and give the Corporation the security and
flexibility required as it completes the liquidation and dissolution
process. These funds are currently yielding approximately 1.6% per
annum. The Corporation adopted a Contingent Liability Reserve Policy
whereby the Corporation maintains a cash contingency for unexpected
expenses of the Corporation. The amount of the reserve may be modified
in the future as deemed necessary. The balance of this reserve was $2.5
million, or approximately $1.50 per share, at May 1, 2004; however,
after the sale of the High Falls Note on May 25, 2004, it was further
reduced to $1.6 million, or approximately $1.00 per share. This reserve
remains at $1.6 million at October 30, 2004 and is not classified as
restricted or as a liability in the accompanying Statement of Net
Assets in Liquidation.
Restricted cash represents cash that the Corporation is temporarily
unable to access. At October 30, 2004, restricted cash in the amount of
$2.4 million is being held in a money-market account with a commercial
bank as collateral required for a standby letter of credit issued by
the bank to provide statutorily required financial assurance for the
Corporation's self-insured workers compensation liability. The
Corporation is required by the New York Workers Compensation Board (the
"Compensation Board") to maintain the standby letter of credit, which
is in effect through August 2005. It is management's current
expectation that the Compensation Board will require the Corporation to
maintain some amount of financial assurance for the actuarially
determined duration of the self-insured workers compensation liability,
which is currently estimated to be twenty to twenty-five years, and any
such amount will not be available for distribution to shareholders
until the Corporation is relieved of its financial assurance
obligation. The Corporation is investigating potential alternatives to
obtain a substitute for the self-insured workers compensation financial
assurance amount which would allow it to accelerate the resolution of
the self-insured workers compensation liability. The Corporation could
incur additional costs to settle this workers compensation liability.
During the first quarter of fiscal 2005, the Corporation received
$1,000,000 in proceeds from the sale of the High Falls Note. See Note B
to the accompanying consolidated financial statements.
During the second quarter and first quarter of fiscal 2005, the
Corporation received $319,000 and 3,000, respectively, in expected
income tax refunds from federal and state taxing authorities. As a
result, the estimated net income tax receivable line item decreased by
$322,000 from its May 1, 2004 balance.
The accrued expenses and other liabilities line item decreased during
the second quarter of fiscal 2005 as a result of the occurrence of
anticipated expenditures.
See also Note D to the accompanying consolidated financial statements,
which is incorporated herein by reference thereto, which explains the
Corporation's Class B Common Stock de-listing and closing of the
Corporation's stock books.
Page 11 of 16
GENESEE CORPORATION
AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Forward-Looking Statements
This report contains forward-looking statements within the meaning of
the federal securities laws. These forward-looking statements include
estimates of the net assets of the Corporation in liquidation,
statements about the amount and timing of the payment of additional
liquidating distributions and statements about the Corporation's
operating costs through final dissolution, including the additional
wind-up costs, which will vary with the length of time it operates. The
cautionary statements regarding estimates of net assets in liquidation
set forth in Note B to the accompanying consolidated financial
statements that accompany this report are incorporated herein by
reference. The forward-looking statements in this report are subject to
a number of other significant risks and uncertainties, and there can be
no assurance that the expectations reflected in those statements will
be realized or achieved. Such risks and uncertainties include, without
limitation, possible contingent liabilities and post-closing
indemnification and other obligations arising from the sale of the
Corporation's operating businesses and other assets; the risk that
federal, state or local taxing authorities will audit the tax returns
filed by the Corporation that report the sale of its brewing, foods and
equipment leasing businesses and other assets resulting in additional
taxes being assessed against the Corporation; the risk that income,
sales, use and other tax returns filed by the Corporation prior to the
divestiture of its brewing, foods and equipment leasing businesses
might be audited by federal, state or local taxing authorities
resulting in additional taxes being assessed against the Corporation;
the risk that the Corporation may not be able to realize its current
estimate of the net value of its assets; the risk that the Corporation
may have underestimated the settlement expense of its obligations and
liabilities, including without limitation, its estimates of
self-insured workers compensation liability, accrued compensation, and
tax liabilities; risks associated with the liquidation and dissolution
of the Corporation, including without limitation, settlement of the
Corporation's liabilities and obligations, costs, including
professional fees, incurred in connection with carrying out the Plan of
Liquidation and Dissolution and additional run-out expenses, discharge
of contingent liabilities, and the winding up and dissolution of the
Corporation.
Item 4. Controls and Procedures
The management of the Corporation is responsible for establishing and
maintaining effective disclosure controls and procedures, as defined
under Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934.
As of October 30, 2004, an evaluation was performed under the
supervision and with the participation of management, including the
Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Corporation's
disclosure controls and procedures. Based on that evaluation,
management concluded that the Corporation's disclosure controls and
procedures as of October 30, 2004 were effective in ensuring that
information required to be disclosed in this Quarterly Report on Form
10-Q was recorded, processed, summarized, and reported within the time
period required by the United States Securities and Exchange
Commission's rules and forms.
There has been no change in the Corporation's internal control over
financial reporting that occurred during the most recent fiscal quarter
that has materially affected, or is reasonably likely to affect, the
Corporation's internal control over financial reporting.
Page 12 of 16
GENESEE CORPORATION
AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The Corporation did not hold an annual meeting of its Class A
Shareholders this year. On October 22, 2004, by written consent of the
holders of a majority of the Corporation's Class A Common Stock,
Stephen B. Ashley was re-elected the sole director of the Corporation.
No proxies were solicited.
Item 6. Exhibits.
See Exhibit Index at Page 13 of this report.
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 thereunto duly authorized.
GENESEE CORPORATION
Date: 12/3/04 /s/ Steven M. Morse
------------ ----------------------------------
Steven M. Morse
President, Treasurer, and Secretary
Page 13 of 16
GENESEE CORPORATION
AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit
Number Exhibit Page No.
- ------- -------------------------------------------------------- --------
31.1 Officer Certifications as required by Section 302 of the
Sarbanes-Oxley Act of 2002. 14
31.2 Officer Certifications as required by Section 302 of the
Sarbanes-Oxley Act of 2002. 15
32 Officers Certifications as required by Section 906 of the
Sarbanes-Oxley Act of 2002. 16