PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiaries - Agrilink Foods, Inc. and AgriFrozen Foods, Inc.
Consolidated Statement of Operations and Net Proceeds
(Unaudited)

(Dollars in Thousands)
<CAPTION>

                                                                          Three Months Ended                Nine Months Ended
                                                                     March 25,        March 27,        March 25,        March 27,
                                                                       2000             1999              2000            1999
                                                                    ---------         ---------        ---------        ---------

<S>                                                                <C>              <C>              <C>               <C>
Net sales                                                          $  300,880       $   361,235      $  977,613        $  920,517
Cost of sales                                                        (210,463)         (250,847)       (674,161)         (641,292)
                                                                   ----------       -----------      ----------        ----------
Gross profit                                                           90,417           110,388         303,452           279,225
Selling, administrative, and general expense                          (66,855)          (88,005)       (220,833)         (215,006)
Income from joint venture                                                 543               728           2,238             2,417
Gains on sales of assets                                                    0               532           2,293            64,734
Restructuring                                                               0            (5,000)              0            (5,000)
                                                                   ----------       -----------      ----------        ----------
Operating income                                                       24,105            18,643          87,150           126,370
Interest expense                                                      (22,114)          (20,048)        (64,598)          (46,997)
Amortization of debt issues costs associated with a
   Bridge Facility                                                          0                 0               0            (5,500)
                                                                   ----------       -----------      ----------        ----------
Income/(loss) before taxes, dividends, allocation of net proceeds,
   and extraordinary item                                               1,991            (1,405)         22,552            73,873
Tax provision                                                          (1,066)           (1,436)         (6,744)          (28,336)
                                                                   ----------       -----------      ----------        ----------
Income/(loss) before dividends, allocation of net proceeds, and
   extraordinary item                                                     925            (2,841)         15,808            45,537
Extraordinary item relating to the early extinguishment of debt
   (net of income taxes)                                                    0                 0               0           (18,024)
                                                                   ----------       -----------      ----------        ----------
Net income/(loss)                                                  $      925       $    (2,841)     $   15,808        $   27,513
                                                                   ==========       ===========      ==========        ==========

Allocation of net proceeds:
   Net income/(loss)                                               $      925       $    (2,841)     $   15,808        $   27,513
   Dividends on common and preferred stock                             (1,838)           (1,602)         (5,544)           (5,104)
                                                                   ----------       -----------      -----------       ----------
   Net (deficit)/proceeds                                                (913)           (4,443)         10,264            22,409
   Allocation from/(to) earned surplus                                    913             4,443          (4,531)          (21,734)
                                                                   ----------       -----------      ----------        ----------
   Net proceeds available to members                               $        0       $         0      $    5,733        $      675
                                                                   ==========       ===========      ==========        ==========

Net proceeds available to members:

   Estimated cash payment                                          $        0       $         0      $    1,433        $      169
   Qualified retains                                                        0                 0           4,300               506
                                                                   ----------       -----------      ----------        ----------
   Net proceeds available to members                               $        0       $         0      $    5,733        $      675
                                                                   ==========       ===========      ==========        ==========

<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial statements.
</FN>
</TABLE>


<PAGE>
<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiaries - Agrilink Foods, Inc. and AgriFrozen Foods, Inc.
Consolidated Balance Sheet (Unaudited)
<CAPTION>
(Dollars in Thousands)                                        ASSETS                      March 25,      June 26,        March 27,
                                                                                            2000           1999            1999
                                                                                          ---------      --------        --------
<S>                                                <C>          <C>           <C>       <C>             <C>            <C>
Current assets:
   Cash and cash equivalents                                                            $    8,452      $    6,540     $    9,421
   Accounts receivable, trade, net                                                         107,601          88,249        109,254
   Accounts receivable, other                                                                7,555           9,848          5,992
   Income taxes refundable                                                                       0          11,295              0
   Current deferred tax asset                                                               16,160          16,160         13,336
   Inventories -
     Finished goods                                                                        335,874         284,863        313,748
     Raw materials and supplies                                                             51,771          50,057         48,539
                                                                                        ----------      ----------     ----------
            Total inventories                                                              387,645         334,920        362,288
                                                                                        ----------      ----------     ----------
   Current investment in CoBank                                                              4,355           2,403          3,198
   Prepaid manufacturing expense                                                            12,933          18,217         13,607
   Prepaid expenses and other current assets                                                19,885          27,883         28,427
                                                                                        ----------      ----------     ----------
            Total current assets                                                           564,586         515,515        545,523
Investment in CoBank                                                                        15,750          19,693         19,699
Investment in Great Lakes Kraut Company                                                      9,013           6,679          9,001
Property, plant, and equipment, net                                                        352,491         367,255        353,418
Assets held for sale, at net realizable value                                                  339             890            920
Goodwill and other intangible assets, net                                                  257,613         260,733        294,048
Other assets                                                                                28,225          25,714         26,415
                                                                                        ----------      ----------      ---------
            Total assets                                                                $1,228,017      $1,196,479     $1,249,024
                                                                                        ==========      ==========     ==========

            Liabilities and Shareholders' and Members' Capitalization

Current liabilities:
   Notes payable                                                                        $  125,600      $   54,900     $  110,870
   Current portion of obligations under capital leases                                         208             208            256
   Current portion of long-term debt                                                        16,580           8,670          8,731
   Accounts payable                                                                         48,345         107,159         59,495
   Income taxes payable                                                                      1,608               0          1,978
   Accrued interest                                                                         13,959           5,974         10,935
   Accrued employee compensation                                                            11,372          15,127         13,399
   Other accrued expenses                                                                   84,004          64,603         88,825
   Dividends payable                                                                            27              45             31
   Amounts due Class B members                                                                 493           1,453              0
   Amounts due Class A members                                                              17,797          20,045         14,805
                                                                                        ----------      ----------     ----------
            Total current liabilities                                                      319,993         278,184        309,325
Obligations under capital leases                                                               568             568            503
Long-term debt                                                                             685,111         702,322        702,946
Deferred income tax liabilities                                                             23,072          23,072         34,644
Other non-current liabilities                                                               30,071          32,222         29,696
Minority interest in AgriFrozen                                                              8,000           8,000          8,000
                                                                                        ----------      ----------     ----------
            Total liabilities                                                            1,066,815       1,044,368      1,085,114
                                                                                        ----------      ----------     ----------
Commitments and contingencies

Class B cumulative  redeemable  preferred stock  liquidation  preference $10 per
   share, authorized - 500,000 shares; issued and
     outstanding 26,061, 26,061, and 28,634 shares, respectively                               261             261            286

Class A common stock, par value $5, authorized - 5,000,000 shares
                                                   March 25,     June 26,      March 27,
                                                     2000          1999          1999
                                                   ---------    ---------     -------
   Shares issued                                   2,136,820    1,995,740     1,913,892
   Shares subscribed                                 233,977      384,649       212,794
                                                   ---------    ---------     ---------
            Total subscribed and issued            2,370,797    2,380,389     2,126,686
   Less subscriptions receivable in installments    (233,977)    (384,649)     (212,794)
                                                   ---------    ---------     ---------

            Total issued and outstanding           2,136,820    1,995,740     1,913,892     10,684           9,979          9,569
                                                   =========    =========     =========
Class B common stock, par value $5, authorized
   1,600,000 shares; issued and outstanding - 755,259                                            0               0              0
Shareholders' and members' capitalization:
   Retained earnings allocated to members                                                   17,446          25,573         26,078
   Non-qualified allocation to members                                                         300           2,050          2,050
   Non-cumulative preferred stock, par value $25; authorized -
     5,000,000 shares; issued and outstanding - 37,529,
       39,635, and 41,471, respectively                                                        938             991          1,037
   Class A cumulative preferred stock, liquidation preference
     $25 per share; authorized - 10,000,000 shares; issued and
       outstanding 4,245,878, 3,694,495 and 3,692,659 shares,   respectively               106,147          92,362         92,316

   Special membership interests                                                                  0               0              0
   Earned surplus                                                                           26,189          21,658         33,182
   Accumulated other comprehensive income:
     Minimum pension liability adjustment                                                     (763)           (763)          (608)
                                                                                        ----------      ----------     ----------
            Total shareholders' and members' capitalization                                150,257         141,871        154,055
                                                                                        ----------      ----------      ---------
            Total liabilities and capitalization                                        $1,228,017      $1,196,479     $1,249,024
                                                                                        ==========      ==========     ==========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>


<PAGE>
<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiaries - Agrilink Foods, Inc. and AgriFrozen Foods, Inc.
Consolidated Statement of Cash Flows
(Dollars in Thousands)
(Unaudited)

                                                                                                       Nine Months Ended
                                                                                                 ---------------------------------
                                                                                                 March 25,          March 27,
                                                                                                   2000               1999
                                                                                                 ---------          ---------
<S>                                                                                            <C>               <C>
Cash flows from operating activities:
     Net income                                                                                $    15,808       $    27,513
     Amounts payable to members                                                                     (1,433)             (169)
     Adjustments to reconcile net income to net cash used in operating activities:
       Extraordinary item relating to the early extinguishment of debt (net of income taxes)             0            18,024
       Gains on sales of assets                                                                     (2,293)          (64,734)
       Loss on disposal of assets                                                                        0               353
       Depreciation                                                                                 24,364            20,211
       Amortization of goodwill and other intangibles                                                6,551             6,739
       Interest in-kind on Subordinated Promissory Note                                              1,174                 0
       Amortization of debt issue costs and discount on subordinated promissory notes                3,579             6,969
       Equity in undistributed earnings of Great Lakes Kraut Company                                (2,238)           (2,417)
       Equity in undistributed earnings of CoBank                                                     (412)             (520)
       Change in assets and liabilities:
         Accounts receivable                                                                       (17,430)          (18,865)
         Inventories and prepaid manufacturing expense                                             (93,041)            5,830
         Income taxes refundable/(payable)                                                          12,903             8,395
         Accounts payable and other accrued expenses                                               (35,421)          (71,714)
         Amounts due to members                                                                     (2,248)           (5,831)
         Other assets and liabilities                                                                4,617            (4,057)
                                                                                               -----------       -----------
Net cash used in operating activities                                                              (85,520)          (74,273)
                                                                                               -----------       -----------

Cash flows from investing activities:

     Purchase of property, plant and equipment                                                     (22,152)          (13,411)
     Proceeds from disposals                                                                        53,538            94,913
     Proceeds from investment in CoBank                                                              2,403             1,994
     Cash paid for acquisitions                                                                          0          (516,052)
                                                                                               -----------       -----------
Net cash provided by/(used in) investing activities                                                 33,789          (432,556)
                                                                                               -----------       -----------

Cash flows from financing activities:

     Net proceeds from issuance of short-term debt                                                  70,700           110,870
     Proceeds from issuance of long-term debt                                                            0           711,530
     Payments on long-term debt                                                                    (11,773)         (287,313)
     Cash paid for debt issuance costs                                                                   0           (19,085)
     Cash portion of non-qualified conversion                                                         (445)             (153)
     Issuances of common stock                                                                         705               456
     Cash dividends paid                                                                            (5,544)           (5,104)
                                                                                               -----------       -----------
Net cash provided by financing activities                                                           53,643           511,201
                                                                                               -----------       -----------
Net change in cash and cash equivalents                                                              1,912             4,372
Cash and cash equivalents at beginning of period                                                     6,540             5,049
                                                                                               -----------       -----------
Cash and cash equivalents at end of period                                                     $     8,452       $     9,421
                                                                                               ===========       ===========


<FN>
(Table continued on next page)
</FN>
</TABLE>


<PAGE>
<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiaries - Agrilink Foods, Inc. and AgriFrozen Foods, Inc.
Consolidated Statement of Cash Flows
(Dollars in Thousands)
(Unaudited)

<CAPTION>
(Table continued from previous page)

                                                                                                       Nine Months Ended
                                                                                                   -----------------------------
                                                                                                    March 25,          March 27,
                                                                                                      2000*              1999
                                                                                                   ----------          ---------
<S>                                                                                                                    <C>
Supplemental disclosure of cash flow information:
   Acquisition of Agripac, Inc.:
     Accounts receivable                                                                                               $   12,563
     Inventories                                                                                                           39,055
     Prepaid expenses and other current assets                                                                              1,063
     Property, plant, and equipment                                                                                        30,327
     Discount on subordinated note                                                                                          8,157
     Other non-current assets                                                                                               4,000
     Other accrued expenses                                                                                               (10,644)
     Other non-current liabilities                                                                                         (4,000)
     Minority interest                                                                                                     (8,000)
                                                                                                                       ----------
                                                                                                                       $   72,521

     Escrow to be refunded                                                                                                  6,413
                                                                                                                       ----------
                                                                                                                           78,934

     Discount on subordinated note                                                                                         (8,157)
                                                                                                                       ----------
                                                                                                                       $   70,777
                                                                                                                       ==========
   Acquisition of Erin's Gourmet Popcorn:
     Inventories                                                                                                       $       33
     Property, plant, and equipment                                                                                            26
     Goodwill and other intangible assets                                                                                     554
                                                                                                                       ----------
                                                                                                                       $      613
                                                                                                                       ==========
   Acquisition of Dean Foods Vegetable Company:
     Accounts receivable                                                                                               $   24,201
     Current deferred tax asset                                                                                            30,645
     Inventories                                                                                                          195,674
     Prepaid expenses and other current assets                                                                              6,374
     Property, plant and equipment                                                                                        154,527
     Assets held for sale at net realizable value                                                                              49
     Goodwill and other intangible assets                                                                                 182,010
     Accounts payable                                                                                                     (40,865)
     Accrued employee compensation                                                                                         (8,437)
     Other accrued expenses                                                                                               (75,778)
     Long-term debt                                                                                                        (2,752)
     Subordinated promissory note                                                                                         (22,590)
     Other assets and liabilities, net                                                                                     (2,453)
                                                                                                                       ----------
                                                                                                                       $  440,605
                                                                                                                       ==========
   Acquisition of J.A. Hopay Distributing Co., Inc. -
     Accounts receivable                                                                                               $      420
     Inventories                                                                                                              153
     Property, plant and equipment                                                                                             51
     Goodwill and other intangible assets                                                                                   3,303
     Other accrued expenses                                                                                                  (251)
     Obligation for covenant not to compete                                                                                (1,363)
                                                                                                                       ----------
                                                                                                                       $    2,313
                                                                                                                       ==========
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial statements.

*There have been no acquisitions completed for the period ending March 25, 2000.
</FN>
</TABLE>


<PAGE>

                            PRO-FAC COOPERATIVE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF ACCOUNTING POLICIES

Pro-Fac  Cooperative,  Inc.  ("Pro-Fac" or the "Cooperative") is an agricultural
cooperative  which  processes and markets crops grown by its members through its
wholly-owned  subsidiary Agrilink Foods, Inc. ("Agrilink Foods") and through its
subsidiary PF Acquisition  II, Inc. in which it has a controlling  interest.  On
March 1, the Cooperative  announced it will being doing business as Agrilink. In
addition,  the board of directors of Agrilink and Pro-Fac have agreed to conduct
joint meetings, coordinate their activities, and to act on a consolidated basis.
Although  Pro-Fac  Cooperative  will  continue  to be  the  legal  name  of  the
Cooperative,  with the same  structure and  regulations  required by bank credit
agreements and bond indentures, and with the same stock symbol, "PFACP," it will
be presented as Agrilink for all other  communications.  PF Acquisition II, Inc.
conducts business under the name AgriFrozen Foods ("AgriFrozen").

Agrilink Foods has four primary  product lines  including:  vegetables,  fruits,
snacks, and canned meals. AgriFrozen has vegetables as its primary product line.
The majority of the net sales of each product line are within the United States.
In addition,  all of the Cooperative's  operating  facilities,  excluding one in
Mexico, are within the United States.

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting  principles and, in the opinion
of management,  include all  adjustments  (consisting  only of normal  recurring
adjustments)  necessary for a fair presentation of the results of operations for
these periods.  The following  summarizes the  significant  accounting  policies
applied in the  preparation  of the  accompanying  financial  statements.  These
financial statements should be read in conjunction with the financial statements
and accompanying notes contained in the Pro-Fac Cooperative,  Inc. Form 10-K/A-1
for the fiscal year ended June 26, 1999.

Consolidation: The consolidated financial statements include the Cooperative and
its subsidiaries,  Agrilink Foods and AgriFrozen.  The financial  statements are
after  elimination of  intercompany  transactions  and balances.  Investments in
affiliates  owned  more than 20  percent  but not in excess  of 50  percent  are
recorded under the equity method of accounting.

Reclassification:  Certain  items for  fiscal  1999 have  been  reclassified  to
conform with the current presentation.

NOTE 2. ACQUISITIONS

Agripac Frozen Vegetable Business: On February 23, 1999, AgriFrozen acquired the
frozen vegetable business of Agripac, Inc.  ("Agripac"),  an Oregon cooperative.
AgriFrozen was formed in January 1999 under the corporation laws of New York. On
January 4, 1999  Agripac  filed a  voluntary  petition  under  Chapter 11 of the
Bankruptcy  Code in the  United  States  Bankruptcy  Court for the  District  of
Oregon.  On January 22, 1999 Agripac,  as  debtor-in-possession,  filed a motion
with the Bankruptcy Court for authority to sell  substantially all of the assets
comprising its frozen food processing  business.  The bankruptcy court confirmed
the sale of Agripac's  frozen food  processing  assets to AgriFrozen by an order
entered on February 18, 1999.

The net  purchase  price for the assets was $80.5  million.  AgriFrozen  paid an
additional  $7.8 million in related  expenses,  including  $6.4 million to prior
member-growers  of Agripac to obtain crop delivery  agreements with  AgriFrozen,
and  transaction  expenses and  miscellaneous  costs  totaling $1.4 million.  In
addition,  AgriFrozen is paying $1.2 million in severance costs  associated with
the acquisition and the implementation of AgriFrozen's business plan.

The acquisition was accounted for under the purchase method of accounting. Under
purchase  accounting  tangible and identifiable  intangible  assets acquired are
recorded at their  respective fair values.  Final  allocations of purchase price
were made within one year of the acquisition date.

In order to consummate  the  acquisition,  AgriFrozen  (i) entered into a credit
facility with CoBank (the "CoBank Credit Facility") providing for $30 million of
term loan  borrowings  and  currently  up to $55  million  of  revolving  credit
borrowings  (the  "CoBank  Revolving  Credit  Facility")  and (ii)  issued a $12
million  Subordinated  Promissory  Note to CoBank.  Neither Pro-Fac nor Agrilink
Foods  guaranteed  the debts of  AgriFrozen  or  otherwise  pledged any of their
respective  properties  as security for the CoBank  financing.  In fact,  all of
AgriFrozen's  indebtedness is expressly without recourse to Pro-Fac and Agrilink
Foods.


<PAGE>
Phase I  environmental  audits were  performed on the  facilities  acquired from
Agripac,  including  lease  properties.  A number  of  environmental  conditions
requiring  remedial action have been identified,  but none of them individually,
or in the  aggregate,  are expected to exceed the $4.0 million of debt reduction
for environmental  remediation to be provided by CoBank. As part of its business
strategy,  AgriFrozen has also entered into an administrative services agreement
with  Agrilink  Foods to  provide  it with  certain  management  consulting  and
administrative services.

The effects of the Agripac acquisition are not material and,  accordingly,  have
been excluded from the pro forma information presented below.

Dean Foods Vegetable Company: On September 24, 1998, Agrilink Foods acquired the
Dean Foods Vegetable Company ("DFVC"),  the frozen and canned vegetable business
of Dean Foods Company ("Dean Foods"),  by acquiring all the outstanding  capital
stock of Dean  Foods  Vegetable  Company  and  Birds Eye de Mexico SA de CV (the
"DFVC  Acquisition").  In connection with the DFVC  Acquisition,  Agrilink Foods
sold its aseptic  business to Dean Foods.  Agrilink  Foods paid $360  million in
cash,  net of the sale of the aseptic  business,  and issued to Dean Foods a $30
million unsecured subordinated  promissory note due November 22, 2008 (the "Dean
Foods Subordinated Promissory Note"), as consideration for the DFVC Acquisition.
On April 15, 1999, Agrilink Foods paid $13.2 million to Dean Foods and exercised
its right to require Dean Foods,  jointly with Agrilink Foods, to treat the DFVC
Acquisition  as an asset sale for tax purposes  under Section  338(h)(10) of the
Internal Revenue Code.

After the DFVC  Acquisition,  DFVC was merged into Agrilink Foods. DFVC has been
one of the leading  processors of vegetables in the United  States,  selling its
products under well-known brand names, such as Birds Eye, Freshlike and Veg-All,
and various  private labels.  Agrilink Foods believes that the DFVC  Acquisition
strengthens its competitive position by: (i) enhancing its brand recognition and
market  position,  (ii) providing  opportunities  for cost savings and operating
efficiencies and (iii) increasing its product and geographic diversification.

The DFVC  Acquisition was accounted for under the purchase method of accounting.
Under purchase accounting,  tangible and identifiable intangible assets acquired
and liabilities assumed were recorded at their respective fair values.  Goodwill
associated  with the DFVC  Acquisition is being  amortized over 30 years.  Final
allocations  of  purchase  price were made in the third and fourth  quarters  of
fiscal 1999.

The following  unaudited pro forma financial  information  presents a summary of
consolidated results of operations of Pro-Fac and DFVC as if the acquisition had
occurred at the beginning of the 1999 fiscal year.

                                                       Nine Months Ended

(Dollars in Millions)                                     March 27, 1999
                                                       -----------------

Net sales                                                   $1,017.5
Income before extraordinary item                            $   35.3
Net income                                                  $   17.3

These  unaudited pro forma results have been prepared for  comparative  purposes
only  and  include   adjustments   for  additional   depreciation   expense  and
amortization and interest expense on acquisition debt. They do not purport to be
indicative of the results of operations  which  actually would have resulted had
the  combination  been in effect at the beginning of the 1999 fiscal year, or of
the future operations of the consolidated entities.

Concurrently with the DFVC  Acquisition,  Agrilink Foods refinanced its existing
indebtedness   (the   "Refinancing"),   including  its  12  1/4  percent  Senior
Subordinated  Notes due 2005 (the "Old Notes") and its then  existing bank debt.
On August 24, 1998, Agrilink Foods commenced a tender offer (the "Tender Offer")
for all the Old Notes and consent  solicitation to certain  amendments under the
indenture governing the Old Notes to eliminate substantially all the restrictive
covenants and certain events of default therein.  Substantially  all of the $160
million aggregate  principal amount of the Old Notes were tendered and purchased
by Agrilink Foods for aggregate  consideration  of  approximately  $184 million,
including  accrued interest of $2.9 million.  Agrilink Foods also terminated its
then existing  bank  facility  (including  seasonal  borrowings)  and repaid the
$176.5  million,   excluding   interest  owed  and  breakage  fees   outstanding
thereunder.  Agrilink Foods  recognized an  extraordinary  item of $18.0 million
(net of income  taxes) in the first  quarter  of fiscal  1999  relating  to this
refinancing.

In order to consummate the DFVC  Acquisition  and the Refinancing and to pay the
related  fees and  expenses,  Agrilink  Foods:  (i)  entered  into a new  credit
facility  (the "New Credit  Facility")  providing  for $455 million of term loan
borrowings (the "Term Loan Facility") and up to $200 million of revolving credit
borrowings (the "Revolving Credit Facility"),  (ii) entered into and drew upon a
$200 million bridge loan facility (the "Subordinated Bridge Facility") and (iii)
issued the $30 million Subordinated Promissory Note


<PAGE>
to Dean Foods.  The  Subordinated  Bridge Facility was repaid during November of
1998  principally  with the proceeds  from the  issuance of Senior  Subordinated
Notes (the "New Notes") for $200 million aggregate principal amount due November
1, 2008.  Interest  on the New Notes  accrues at the rate of 11-7/8  percent per
annum. Debt issue costs of $5.5 million associated with the Subordinated  Bridge
Facility were expensed during the quarter ended December 26, 1998.

NOTE 3.       AGREEMENTS WITH AGRILINK FOODS AND AGRIFROZEN

Agrilink Foods: The contractual  relationship between Pro-Fac and Agrilink Foods
is defined in the Pro-Fac  Marketing  and  Facilitation  Agreement  (the Pro-Fac
Marketing  Agreement").  Under the Pro-Fac Marketing  Agreement,  Agrilink Foods
pays  Pro-Fac the  commercial  market  value  ("CMV") for all crops  supplied by
Pro-Fac.  CMV is defined as the weighted  average price paid by other commercial
processors  for similar  crops sold under  preseason  contracts  and in the open
market in the same or competing  market area.  Although CMV is intended to be no
more than the fair market value of the crops purchased by Agrilink Foods, it may
be more or less than the price  Agrilink  Foods  would pay in the open market in
the absence of the Pro-Fac Marketing Agreement.

Under the Pro-Fac Marketing Agreement, Agrilink Foods is required to have on its
board of directors some persons who are neither  members of nor affiliated  with
Pro-Fac ("Disinterested  Directors"). The number of Disinterested Directors must
at least equal the number of  directors  who are members of Pro-Fac.  The volume
and type of crops to be purchased by Agrilink Foods under the Pro-Fac  Marketing
Agreement are determined  pursuant to its annual profit plan, which requires the
approval of a majority of the  Disinterested  Directors  of Agrilink  Foods.  In
addition,  under the Pro-Fac Marketing Agreement,  in any year in which Agrilink
Foods has  earnings on products,  which were  processed  from crops  supplied by
Class A Pro-Fac  members  ("Pro-Fac  Products"),  Agrilink Foods pays to Class A
members of Pro-Fac,  as additional  patronage  income,  up to 90 percent of such
earnings,  but in no case more than 50 percent of all  pretax  earnings  (before
dividing with Pro-Fac) of Agrilink  Foods.  In years in which Agrilink Foods has
losses on Class A Pro-Fac  Products,  Agrilink  Foods  reduces  the CMV it would
otherwise  pay to Pro-Fac by up to 90 percent of such losses,  but in no case by
more than 50 percent of all pretax  losses  (before  dividing  with  Pro-Fac) of
Agrilink  Foods.  Additional  patronage  income is paid to Pro-Fac for  services
provided  to  Agrilink,  including  the  provision  of a long term,  stable crop
supply,  favorable payment terms for crops and the sharing of risks in losses of
certain  operations of the business.  Earnings and losses are  determined at the
end of the fiscal year,  but are accrued on an estimated  basis during the year.
Under the Pro-Fac Marketing Agreement,  Pro-Fac is required to reinvest at least
70 percent of the additional patronage income in Agrilink Foods.

AgriFrozen:  The  contractual  relationship  between  Pro-Fac and  AgriFrozen is
defined  in  a  Marketing  and  Facilitation   Agreement   between  Pro-Fac  and
AgriFrozen.  Under this  agreement,  AgriFrozen  will purchase raw products from
Pro-Fac and will process and market the finished  products.  AgriFrozen will pay
Pro-Fac CMV for the crops supplied by Pro-Fac. In addition, in any year in which
AgriFrozen  has earnings on any products  sold which were  processed  from crops
supplied by Pro-Fac,  such  earnings will be  distributed  to Class B members of
Pro-Fac.  However,  in the event  AgriFrozen  experiences  any losses on Pro-Fac
products,  AgriFrozen  will  deduct  the  losses  from the total CMV  payable to
Pro-Fac. The agreement also permits AgriFrozen to pay 20 percent of its earnings
on Pro-Fac  products  in cash and retain 80 percent of its  earnings  on Pro-Fac
products as working capital.

Under the Marketing and Facilitation  Agreement between  AgriFrozen and Pro-Fac,
the board of  directors  of  AgriFrozen  is required to consist of: (i) at least
three and as many as five directors who are  individuals  who currently serve as
directors of Pro-Fac and who are chosen by Pro-Fac's  board of  directors;  (ii)
one  director who is  nominated  by the  president of Agrilink  Foods from among
Agrilink  Foods'  management  employees;  and (iii) any number of  disinterested
directors who are to be elected from  individuals  suggested by the president of
Agrilink Foods.  Disinterested  directors are persons who are neither employees,
shareholders,  nor  otherwise  affiliated  with Pro-Fac or  AgriFrozen,  but may
include a disinterested director of Agrilink Foods.


<PAGE>

NOTE 4.       DEBT

<TABLE>
Summary of Long-Term Debt:
(Dollars in Thousands)
<CAPTION>
                                                                                   March 25, 2000
                                                     --------------------------------------------------------------------------
                                                       Agrilink                                      June 26,         March 27,
                                                         Foods     AgriFrozen          Total           1999             1999
                                                     -----------   ----------       ----------     -----------       ----------

<S>                                                  <C>             <C>            <C>            <C>               <C>
Term Loan Facility                                   $  435,000      $ 30,000       $  465,000     $  476,600        $  476,800
Senior Subordinated Notes                               200,015             0          200,015        200,015           200,015
Subordinated Promissory Notes (net of discount)          25,447         4,364           29,811         27,378            27,802
Other                                                     6,865             0            6,865          6,999             7,060
                                                     ----------      --------       ----------     ----------        ----------
Total debt                                              667,327        34,364          701,691        710,992           711,677
Less current portion                                    (16,580)            0          (16,580)        (8,670)           (8,731)
                                                     ----------      --------       ----------     ----------        ----------
Total long-term debt                                 $  650,747      $ 34,364       $  685,111     $  702,322        $  702,946
                                                     ==========      ========       ==========     ==========        ==========
</TABLE>

NOTE 5.       OTHER MATTERS

Sale of Midwest Private Label Canned  Vegetable  Business:  On November 8, 1999,
Agrilink Foods completed the sale of its Midwest private label canned  vegetable
business to Seneca  Foods.  Included in this  transaction  was  Agrilink  Food's
Arlington, Minnesota facility. Agrilink Foods received proceeds of approximately
$42.4 million which were applied to the  borrowings  outstanding  under Agrilink
Foods Revolving  Credit Facility.  In addition,  Seneca Foods issued to Agrilink
Foods a $5.0  million  unsecured  subordinated  promissory  note due February 8,
2009.  This  transaction  did not include  Agrilink Food's retail branded canned
vegetables, Veg-All and Freshlike. No significant gain or loss was recognized on
this transaction.

On  December  17,  1999,  Agrilink  Foods  completed  the  sale of its  Cambria,
Wisconsin  processing  facility to Del Monte. The sale includes an agreement for
Del Monte to produce a portion of Agrilink  Foods' product needs during the 2000
packing season.  Agrilink Foods received proceeds of approximately $10.5 million
which were applied to bank loans ($6.0  million of which was applied to the Term
Loan Facility and $4.5 million of which was applied to Agrilink Foods' Revolving
Credit  Facility).  A gain of approximately  $2.3 million was recognized on this
transaction.

Restructuring: During the third quarter of fiscal 1999, Agrilink Foods completed
a corporate-wide  restructuring program. The overall objectives of the plan were
to reduce expenses,  improve productivity,  and streamline operations. The total
restructuring  charge  amounted to $5.0 million and was  primarily  comprised of
employee  termination  benefits.  Efforts have focused on the  consolidation  of
operating  functions and the  elimination of  approximately  five percent of the
work force.  Reductions  in personnel  include  operational  and  administrative
positions.  Of this charge,  $2.6 million has been  liquidated to date,  and the
remaining  termination benefits are anticipated to be liquidated within the next
12 months.

NOTE 6:       OPERATING SEGMENTS

The  Cooperative  is  organized by product line for  management  reporting  with
operating   income   being  the  primary   measure  of  segment   profitability.
Accordingly,  no items below operating  earnings are allocated to segments.  The
Cooperative's  four  primary  operating  segments  are as  follows:  vegetables,
fruits, snacks, and canned meals.

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  pickles,  and  various  other  products.  Branded  products  within  the
vegetable  category  include Birds Eye,  Birds Eye Voila!,  Freshlike,  Veg-All,
McKenzies,  Brooks Chili  Beans,  Farman's  and Nalley.  The fruit  product line
consists of canned and frozen  fruits  including  fruit  fillings and  toppings.
Branded products within the fruit category include Comstock and Wilderness.  The
snack product line consists of potato chips,  popcorn and other corn-based snack
items.  Branded products within the snacks category include Tim's Cascade Chips,
Snyder of Berlin, Husman, La Restaurante,  Erin's, Beehive, Pops-Rite, and Super
Pop. The canned meal product line includes canned meat products such as chilies,
stew,  soups, and various other  ready-to-eat  prepared meals.  Branded products
within the canned meal category include Nalley. The Cooperative's  other product
line primarily  represents salad  dressings.  Branded products within the "other
category" include Bernstein's and Nalley.


<PAGE>

<TABLE>
The following table illustrates the Cooperative's operating segment information:
(Dollars in Millions)
<CAPTION>

                                                                         Three Months Ended                Nine Months Ended
                                                                   ----------------------------      ----------------------------
                                                                     March 25,         March 27,       March 25,        March 27,
                                                                       2000              1999            2000             1999
                                                                   -----------       ----------      -----------        ---------
<S>                                                                  <C>              <C>              <C>              <C>
Net Sales:
   Vegetables                                                        $  232.3         $   249.5        $  703.8         $   581.8
   Fruits                                                                19.8              22.0            88.7              90.4
   Snacks                                                                20.8              23.2            64.2              67.6
   Canned Meals                                                          14.9              18.6            49.9              51.3
   Other                                                                 13.1              25.9            41.0              52.5
                                                                     --------         ---------        --------         ---------
     Continuing segments                                                300.9             339.2           947.6             843.6
   Businesses sold1                                                       0.0              22.0            30.0              76.9
                                                                     --------         ---------        --------         ---------
       Total                                                         $  300.9         $   361.2        $  977.6         $   920.5
                                                                     ========         =========        ========         =========

Operating income:
   Vegetables2                                                       $   18.6         $    16.4        $   62.2         $    38.8
   Fruits                                                                 1.8               1.6            11.4              10.5
   Snacks                                                                 1.2               1.1             4.1               4.7
   Canned Meals                                                           1.6               2.4             6.1               5.5
   Other                                                                  0.9               1.3             2.4               2.4
                                                                     --------         ---------        --------         ---------
     Continuing segments                                                 24.1              22.8            86.2              61.9
   Businesses sold1                                                       0.0               0.2            (1.4)              4.7
                                                                     --------         ---------        --------         ---------
       Total                                                             24.1              23.0            84.8              66.6
Gains on sales of assets                                                  0.0                .6             2.3              64.7
Restructuring                                                             0.0              (5.0)            0.0              (5.0)
                                                                     --------         ---------        --------         ---------
Total consolidated operating income                                      24.1              18.6            87.1             126.3
Interest expense                                                        (22.1)            (20.0)          (64.6)            (47.0)
Amortization of debt issue costs associated with a Bridge Facility        0.0               0.0             0.0              (5.5)
                                                                     --------         ---------        --------         ---------
Income/(loss) before taxes, dividends, allocation of net proceeds
   and extraordinary item                                            $    2.0         $    (1.4)       $   22.5         $    73.8
                                                                     ========         =========        ========         =========

<FN>
1  Includes the Midwest private label canned  vegetable  business sold in fiscal 2000 and the aseptic and peanut butter businesses
   sold in fiscal 1999.

2  The vegetable  product line includes  earnings  derived from Agrilink  Foods' investment in Great Lakes Kraut Company of $.5
   million and $.7 million for the three months ended March 25, 2000 and March 27, 1999,  respectively,  and $2.2  million and $2.4
   million for the nine months  ended March 25, 2000 and March 27, 1999, respectively.
</FN>
</TABLE>

NOTE 7. SUBSIDIARY GUARANTORS

Kennedy  Endeavors,   Incorporated  and  Linden  Oaks  Corporation  wholly-owned
subsidiaries of Agrilink Foods ("Subsidiary  Guarantors"),  and the Cooperative,
have jointly and severally,  fully and unconditionally  guaranteed,  on a senior
subordinated  basis,  the obligations of Agrilink Foods with respect to Agrilink
Foods' 11-7/8 percent Senior  Subordinated  Notes due 2008 ("New Notes") and the
New Credit Facility.  The covenants in the New Notes and the New Credit Facility
do  not  restrict  the  ability  of  the  Subsidiary  Guarantors  to  make  cash
distributions to Agrilink Foods.

Separate   financial   statements  of  the  Cooperative  and  other  disclosures
concerning the Subsidiary  Guarantors are not presented  because  management has
determined  that  such  financial  statements  and  other  disclosures  are  not
material.   Accordingly,   set  forth  below  is  certain  summarized  financial
information  derived from unaudited  historical  financial  information  for the
Subsidiary Guarantors, on a combined basis.


<PAGE>

<TABLE>
(Dollars in Millions)
<CAPTION>
                                                                         Three Months Ended                Nine Months Ended
                                                                   ----------------------------      -----------------------
                                                                     March 25,        March 27,        March 25,         March 27,
                                                                       2000             1999             2000              1999
                                                                   -----------       ----------      -----------        ----------
<S>                                                                  <C>              <C>               <C>              <C>
Summarized Statement of Operations:
   Net sales                                                         $  17.3          $    8.2          $ 56.5           $    14.6
   Gross profit                                                         13.7               6.1            45.5                 9.2
   Income from continuing operations                                    14.2               5.5            45.9                 6.6
   Net income                                                            9.2               3.6            29.8                 4.2

Summarized Balance Sheet:
   Current assets                                                    $   2.9          $    2.0
   Noncurrent assets                                                   212.7             219.5
   Current liabilities                                                   6.3               2.6
</TABLE>

NOTE 8. OTHER MATTERS

Dividends:  Subsequent  to its  quarter  end,  the  Cooperative  declared a cash
dividend  of $.43 per share on the Class A  Cumulative  Preferred  Stock.  These
dividends approximate $1.8 million and were paid on April 28, 2000.