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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION ------------------------------
Washington, D.C. 20549 OMB Number 3235-0145
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Expires: February 28, 2009
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Estimated average burden
hours per response . . . 11
INITIAL SCHEDULE 13G
Under the Securities Exchange Act of 1934
Seneca Foods Corporation
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
817070501
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(CUSIP Number)
August 18, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|x| Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
PAGE 1 OF 7 PAGES
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CUSIP No. 817070501 13G Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Manulife Financial Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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5 SOLE VOTING POWER
-0-
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Number of 6 SHARED VOTING POWER
Shares
Beneficially -0-
Owned by --------------------------------------------------------
Each 7 SOLE DISPOSITIVE POWER
Reporting
Person -0-
With --------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None, except through its indirect, wholly-owned subsidiaries.
See Item 4.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
See line 9 above.
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12 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 7 PAGES
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CUSIP No. 817070501 13G Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
John Hancock Life Insurance Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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5 SOLE VOTING POWER
1,005,874 directly and 19,346 indirectly through
its direct, wholly-owned subsidiary John Hancock
Variable Life Insurance Company.
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Number of 6 SHARED VOTING POWER
Shares
Beneficially -0-
Owned by --------------------------------------------------------
Each 7 SOLE DISPOSITIVE POWER
Reporting
Person 1,005,874 directly and 19,346 indirectly through
With its direct, wholly-owned subsidiary John Hancock
Variable Life Insurance Company.
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,025,220
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.77%
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12 TYPE OF REPORTING PERSON*
IA, IC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 7 PAGES
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
Item 1(a) Name of Issuer:
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Seneca Foods Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
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3736 South Main Street
Marion, New York 14505????
Item 2(a) Name of Person Filing:
This filing is made on behalf of Manulife Financial Corporation
("MFC"), and MFC's indirect, wholly-owned subsidiary, John
Hancock Life Insurance Company ("JHLICO").
Item 2(b) Address of the Principal Offices:
The principal business office of MFC is located at 200 Bloor
Street, East, Toronto, Ontario, Canada, M4W 1E5; and JHLICO is
located at P. O. Box 111, Boston, Massachusetts 02117.
Item 2(c) Citizenship:
MFC is organized and exists under the laws of Canada.
JHLICO is organized and exists under the laws of the
Commonwealth of Massachusetts.
Item 2(d) Title of Class of Securities:
Class A Common Stock
Item 2(e) CUSIP Number:
817070501
Item 3 If the Statement is being filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
MFC: (g) (X) Parent Holding Company, in accordance with
ss.240.13d-1(b)(ii)(G).
JHLICO: (e) (X) Investment Adviser registered under ss.203 of
the Investment Advisers Act of 1940.
Item 4 Ownership:
(a) Amount Beneficially Owned: JHLICO has beneficial ownership
of 1,025,220 shares of Class A Common Stock through
beneficial ownership of 1,025,220 shares of Convertible
Participating Preferred Stock, Series 2006 (of which
19,346 shares are held by JHLICO's direct, wholly-owned
subsidiary, John Hancock Variable Life Insurance Company),
which are convertible into shares of Class A Common Stock
on a one-for-one basis, subject to antidilution
adjustment. Through its parent-subsidiary relationship to
JHLICO and JHVLICO, MFC may be deemed to have beneficial
ownership of these same shares.
PAGE 4 OF 7 PAGES
(b) Percent of Class: The issuer has 4,743,794 shares of Class
A Common Stock outstanding, based on information provided
by the issuer to the reporting persons on August 18, 2006.
Assuming full conversion of the preferred stock
beneficially owned by JHLICO, JHLICO would own 1,025,220
shares of the issuer's Class A Common Stock, which would
represent 17.77% of the issuer's Class A Common Stock
outstanding after such conversion.
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
JHLICO has sole power to vote or to direct the voting
of the shares it beneficially owns.
(ii) shared power to vote or to direct the vote:
-0-
(iii)sole power to dispose or to direct the disposition of:
JHLICO has sole power to dispose or to direct the
disposition of the shares it beneficially owns.
(iv) shared power to dispose or to direct the disposition of:
-0-
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company:
See Items 3 and 4 above.
Item 8 Identification and Classification of Members of the Group:
Not applicable.
Item 9 Notice of Dissolution of a Group:
Not applicable.
Item 10 Certification:
By signing below the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
PAGE 5 OF 7 PAGES
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Manulife Financial Corporation
By: /s/ Angela Shaffer
Name: Angela Shaffer
Dated: August 28, 2006 Title: Vice President and Corporate Secretary
John Hancock Life Insurance Company
By: /s/ Warren A. Thomson
Name: Warren A. Thomson
Title: Executive Vice President and Chief
Dated: August 28, 2006 Investment Officer - US Investments
PAGE 6 OF 7 PAGES
EXHIBIT A
JOINT FILING AGREEMENT
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Manulife Financial Corporation and John Hancock Life Insurance Company agree
that the Initial Schedule 13G to which this Agreement is attached, relating to
the Class A Common Stock of Seneca Foods Corporation, is filed on behalf of each
of them.
Manulife Financial Corporation
By: /s/ Angela Shaffer
Name: Angela Shaffer
Dated: August 28, 2006 Title: Vice President and Corporate Secretary
John Hancock Life Insurance Company
By: /s/ Warren A. Thomson
Name: Warren A. Thomson
Dated: August 28, 2006 Title: Executive Vice President and Chief
Investment Officer - US Investments
PAGE 7 OF 7 PAGES