UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    Form 10-K

        (Mark One)
            [X] Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                     For the Fiscal Year Ended June 24, 2000
                                       or

            [ ] Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                        For the Transition Period from to

               Registration Statement (Form S-4) Number 333-70143

                              AGRILINK FOODS, INC.
             (Exact name of registrant as specified in its charter)

                    New York                            16-0845824
             (State of incorporation)       (IRS Employer Identification Number)

  90 Linden Oaks, PO Box 20670, Rochester, NY       14602-0670
   (Address of Principal Executive Offices)         (Zip Code)

Registrant's  telephone number,  including area code: (716) 383-1850  Securities
Registered  Pursuant to Section  12(b) of the Act:  NONE  Securities  Registered
Pursuant to Section 12(g) of the Act: NONE

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Aggregate market value of voting stock held by non-affiliates of the registrant:

                                      NONE

           Number of common shares outstanding at August 26, 2000:
                              Common Stock: 10,000


<PAGE>



<TABLE>
                         FORM 10-K ANNUAL REPORT - 2000
                              AGRILINK FOODS, INC.
                                TABLE OF CONTENTS

                                     PART I
<CAPTION>

<S>          <C>                                                                                                           <C>
                                                                                                                           PAGE


ITEM 1.       Description of Business
                  Cautionary Statement on Forward-Looking Statements...................................................      3
                  General Development of Business......................................................................      3
                  Narrative Description of Business ...................................................................      4
                  Financial Information About Industry Segments........................................................      6
                  Packaging and Distribution...........................................................................      6
                  Trademarks...........................................................................................      7
                  Raw Material Sources.................................................................................      7
                  Environmental Matters................................................................................      7
                  Seasonality of Business..............................................................................      8
                  Practices Concerning Working Capital.................................................................      8
                  Significant Customers................................................................................      8
                  Backlog of Orders....................................................................................      8
                  Business Subject to Government Contracts.............................................................      8
                  Competitive Conditions...............................................................................      9
                  Market and Industry Data.............................................................................      9
                  New Products and Research and Development............................................................      9
                  Employees............................................................................................     10
ITEM  2.      Description of Properties................................................................................     10
ITEM  3.      Legal Proceedings........................................................................................     11
ITEM  4.      Submission of Matters to a Vote of Security Holders......................................................     11

                                     PART II

ITEM  5.      Market for Registrant's Common Stock and Related Security Holder Matters.................................     12
ITEM  6.      Selected Financial Data..................................................................................     12
ITEM  7.      Management's Discussion and Analysis of Financial Condition and Results of Operations....................     13
ITEM  7A.     Quantitative and Qualitative Disclosures About Market Risk...............................................     23
ITEM  8.      Financial Statements and Supplementary Data..............................................................     24
ITEM  9.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.....................     48

                                    PART III

ITEM 10.      Directors and Executive Officers of the Registrant.......................................................     49
ITEM 11.      Executive Compensation...................................................................................     51
ITEM 12.      Security Ownership of Certain Beneficial Owners and Management...........................................     53
ITEM 13.      Certain Relationships and Related Transactions...........................................................     53

                                     PART IV

ITEM 14.      Exhibits, Financial Statement Schedules and Reports on Form 8-K..........................................     55
              Signatures...............................................................................................     59

</TABLE>


<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

From time to time,  the  Company  makes  oral and  written  statements  that may
constitute  "forward-looking  statements"  as defined in the Private  Securities
Litigation  Reform Act of 1995 (the  "Act") or by the  Securities  and  Exchange
Commission ("SEC") in its rules, regulations,  and releases. The Company desires
to take advantage of the "safe harbor" provisions in the Act for forward-looking
statements  made  from  time  to  time,  including,  but  not  limited  to,  the
forward-looking   information  contained  in  the  Management's  Discussion  and
Analysis  (pages  13 to 23) and other  statements  made in this Form 10-K and in
other filings with the SEC.

The Company cautions readers that any such forward-looking statements made by or
on behalf of the  Company are based on  management's  current  expectations  and
beliefs but are not  guarantees  of future  performance.  Actual  results  could
differ  materially  from  those  expressed  or  implied  in the  forward-looking
statements. Among the factors that could impact the Company's ability to achieve
its goals are:

     the impact of strong competition in the food industry;

     the impact of changes in consumer demand;

     the impact of weather on the volume and quality of raw product;

     the  inherent  risks  in  the  marketplace   associated  with  new  product
     introductions, including uncertainties about trade and consumer acceptance;

     the  continuation  of  the  Company's  success  in  integrating  operations
     (including the  realization of anticipated  synergies in operations and the
     timing of any such  synergies)  and the  availability  of  acquisition  and
     alliance opportunities;

     the Company's  ability to achieve gains in productivity and improvements in
     capacity utilization; and

     the Company's ability to service debt.

                         GENERAL DEVELOPMENT OF BUSINESS

Agrilink Foods,  Inc. (the "Company" or "Agrilink  Foods"),  incorporated in New
York in 1961, is a producer and marketer of processed food  products.  The terms
"Company" and "Agrilink Foods" mean "Agrilink Foods,  Inc." and its subsidiaries
unless the context  indicates  otherwise.  The Company has four primary  product
lines including:  vegetables,  fruits, snacks, and canned meals. The majority of
each of the product lines' net sales is within the United  States.  In addition,
all of the Company's operating  facilities,  excluding one in Mexico, are within
the United States.

Agrilink  Foods  is a  wholly-owned  subsidiary  of  Pro-Fac  Cooperative,  Inc.
("Pro-Fac").  Pro-Fac is an agricultural  cooperative corporation formed in 1960
under the Cooperative  Corporation  Laws of New York to process and market crops
grown by its members. On March 1, 2000, the Cooperative  announced it will being
doing  business as  Agrilink.  In  addition,  the board of directors of Agrilink
Foods,  Inc., a  wholly-owned  subsidiary of the  Cooperative,  and Pro-Fac have
agreed to conduct joint meetings,  coordinate their activities,  and to act on a
consolidated basis.  Although Pro-Fac Cooperative,  Inc. will continue to be the
legal  entity  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.

Pro-Fac and Agrilink  Foods operate under the guidance of the Pro-Fac  Marketing
and Facilitation Agreement (the "Pro-Fac Marketing Agreement").

The  Pro-Fac  Marketing  Agreement  provides  for  Pro-Fac  to supply  crops and
additional financing to Agrilink Foods, for Agrilink Foods to provide market and
management  services  to  Pro-Fac,  and for  Pro-Fac to share in the profits and
losses of Agrilink Foods. Pro-Fac is required to reinvest at least 70 percent of
any additional  patronage income in Agrilink Foods. To preserve the independence
of Agrilink Foods,  the Pro-Fac  Marketing  Agreement also requires that certain
directors of Agrilink Foods be


<PAGE>


individuals  who are not employees or shareholders  of, or otherwise  affiliated
with,  Pro-Fac or the Company  ("Disinterested  Directors")  and  requires  that
certain  decisions,  including the volume of and the amount to be paid for crops
received from Pro-Fac, be approved by the Disinterested  Directors.  See further
discussion  of  the  relationship  with  Pro-Fac  in  NOTE 2 to  the  "Notes  to
Consolidated Financial Statements."

Under the Pro-Fac Marketing  Agreement,  Agrilink Foods manages the business and
affairs of  Pro-Fac  and  provides  all  personnel  and  administrative  support
required.  Pro-Fac  pays  Agrilink  Foods a  quarterly  fee of $25,000 for these
services.

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.
The Company had the right,  exercisable  until July 15,  1999,  to require  Dean
Foods,  jointly with the Company, to treat the DFVC Acquisition as an asset sale
for tax purposes under Section 338(h)(10) of the Internal Revenue Code. On April
15,  1999,  the  Company  paid $13.2  million to Dean  Foods and  exercised  the
election.

After the DFVC Acquisition,  DFVC was merged into the Company. 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,  Birds Eye Voila!,
Freshlike and Veg-All, and various private labels. The Company 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.

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 a 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 $176.5
million,  excluding interest owed and breakage fees outstanding thereunder.  The
Company  recognized an extraordinary  item of $16.4 million (net of income taxes
and after dividing with Pro-Fac) 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 "Bridge  Facility") and (iii) issued the
$30 million Subordinated  Promissory Note to Dean Foods. The Bridge Facility was
repaid during November of 1998  principally  with the proceeds from a new Senior
Subordinated  Note  Offering  (the  "New  Notes").  See NOTE 5 to the  "Notes to
Consolidated  Financial  Statements - Debt - Senior  Subordinated Notes - 11-7/8
Percent due 2008." Debt issue costs of $5.5 million  associated  with the Bridge
Facility were expensed during the quarter ended December 26, 1998.

The New Credit  Facility  and the New Notes  restrict  the ability of Pro-Fac to
amend the Pro-Fac Marketing and Facilitation Agreement.  The New Credit Facility
and New Notes also restrict the amount of dividends and other  payments that may
be made by the Company to Pro-Fac.

                        NARRATIVE DESCRIPTION OF BUSINESS

The  Company  sells  products  in  three  principal  categories:  (i)  "branded"
products, which are sold under various Company trademarks,  (ii) "private label"
products, which are sold to grocers who in turn use their own brand names on the
products  and (iii)  "food  service"  products,  which are sold to food  service
institutions such as restaurants,  caterers,  bakeries,  and schools.  In fiscal
2000,  approximately  64 percent of the Company's net sales were branded and the
remainder  divided  between  private  label  and  food  service/industrial.  The
Company's  branded  products are listed under the  "Trademarks"  section of this
report. The Company's private label products include


<PAGE>


canned and  frozen  vegetables,  salad  dressings,  salsa,  fruit  fillings  and
toppings,  Southern frozen vegetable specialty products, and frozen breaded, and
battered  products  which are sold to  customers  such as  Albertson's,  Kroger,
Fleming, Piggly Wiggly, Safeway,  Wal-Mart/Sam's,  SuperValu, Topco, Wegmans and
Winn-Dixie.  The  Company's  food  service/industrial   products  include  salad
dressings,  fruit fillings and toppings,  canned and frozen  vegetables,  frozen
Southern  specialties,  frozen  breaded and  battered  products,  and canned and
frozen  fruit,  which  are  sold to  customers  such as  Alliant  Food  Service,
Borden's,  Church's, Disney, Food Service of America, KFC, MBM, McDonald's, PYA,
and SYSCO.

The Company has four primary  product lines:  vegetables,  fruits,  snacks,  and
canned meals. A description of the Company's four primary product lines follows:

Vegetables: The vegetable product line consists of canned and frozen vegetables,
chili beans, and various other products. Additional products include value-added
items such as frozen vegetable blends, and  Southern-specialty  products such as
black-eyed peas,  okra,  Southern squash,  Southern  specialty side dishes,  and
stewed  tomatoes.  Branded  products  within the vegetable  product line include
Birds Eye, Birds Eye Voila!,  Freshlike,  Veg-All,  McKenzies,  and Brooks Chili
Beans. In fiscal 2000 vegetable product line net sales represented approximately
68 percent of the Company's total net sales.  Within this product line net sales
of approximately 61 percent represented branded products, 18 percent represented
private  label  products  and 21  percent  represented  food  service/industrial
products.

On June 23,  2000,  Agrilink  Foods  sold its pickle  business  based in Tacoma,
Washington to Dean Pickle and  Specialty  Products  Company,  subsidiary of Dean
Foods. This business included pickle, pepper, and relish products sold primarily
under the Nalley and  Farman's  brand  names.  Agrilink  Foods will  continue to
contract pack Nalley and Farman's  pickle  products for a period of two years at
the existing Tacoma processing plant which Agrilink Foods will operate.  Under a
related  agreement,  the  Cooperative  will  supply raw  cucumbers  grown in the
Northwestern United States to Dean Pickle and Specialty Products Company,  for a
minimum 10-year period at market pricing.

On  December  17,  1999,  the Company  sold its  Cambria,  Wisconsin  processing
facility  to Del  Monte.  This  facility  was  primarily  utilized  for  canning
operations.

On November 8, 1999, the Company sold its Midwest private label canned vegetable
business  to Seneca  Foods.  Included  in this  transaction  was the  Arlington,
Minnesota  facility.  This sale did not include  the  Company's  retail  branded
canned vegetables Veg-All and Freshlike.

On  September  24,  1998,  Agrilink  Foods  acquired  the DFVC frozen and canned
vegetable  businesses.  DFVC was one of the leading  processors of vegetables in
the United States  selling its products  under  well-known  brands such as Birds
Eye, Freshlike, and Veg-All, and various private labels.

Effective  March 30, 1998,  the Company  acquired the majority of assets and the
business of DelAgra Corp. of Bridgeville, Delaware. DelAgra Corp. was a producer
of private label frozen vegetables.

In the  fall of  1997,  the  Company  was  named  the sole  supplier  of  frozen
vegetables for all Sam's club stores across the United States.  Shipments  began
in the fourth quarter of fiscal 1998, and full  distribution  occurred in fiscal
1999.

Effective July 1, 1997, the Company and Flanagan  Brothers,  Inc. of Bear Creek,
Wisconsin contributed all their assets involved in sauerkraut production to form
a new sauerkraut  company.  This new company,  Great Lakes Kraut  Company,  LLC,
operates as a New York limited  liability  company with  ownership  and earnings
divided  equally  between the two  companies.  This joint  venture  includes the
Silver Floss and Krrrrisp Kraut brands.

Fruits:  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 Company is a major supplier of branded and private
label  fruit  fillings  to  retailers  and  food  service  institutions  such as
restaurants, caterers, bakeries, and schools. In fiscal 2000, fruit product line
net sales represented  approximately 9 percent of the Company's total net sales.
Within this product  line,  net sales of  approximately  55 percent  represented
branded products, 13 percent represented private label products,  and 32 percent
represented food service/industrial products.

Snacks:  The snacks  product line consists of several  varieties of potato chips
including  regular and kettle fried,  as well as popcorn,  cheese  curls,  snack
mixes,  and other  corn-based  snack items.  Kettle fried potato chips produce a
potato chip that is thicker and crisper


<PAGE>


than other potato chips.  Items within this product line are marketed  primarily
in the Pacific  Northwest,  Midwest and  Mid-Atlantic  states.  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. In fiscal
2000 snacks net sales represented approximately 7 percent of the Company's total
net sales.  Within this  product  line,  net sales of  approximately  93 percent
represented branded products, 5 percent represented private label products,  and
2 percent represented food service/industrial products.

Effective  June 24,  2000,  Agrilink  Foods  acquired  the  Flavor  Destinations
Trademark for snack items and will  manufacture  and market this regional  brand
through its Tim's Cascade Chips business in Auburn, Washington.

Effective July 21, 1998, the Company acquired J.A. Hopay  Distributing Co., Inc.
("Hopay") of Pittsburgh, Pennsylvania. Hopay was a former distributor for Snyder
of Berlin products.

Effective  March 10, 1998,  the Company  acquired the majority of the assets and
the business of C&O  Distributing  Company  ("C&O") of Canton,  Ohio.  C&O was a
former distributor for Snyder of Berlin products.

Canned Meals: The canned meal product line includes canned meat products such as
chilies,  stews,  soups, and various other  ready-to-eat  prepared meals.  Items
within this  product  line are  marketed  primarily  in the  Pacific  Northwest.
Branded  products within the canned meal category  include  Nalley.  Within this
product  line,  net  sales  of  approximately  75  percent  represented  branded
products,  20  percent  represented  private  label  products,   and  5  percent
represented food  service/industrial  products.  In fiscal 2000 canned meals net
sales represented approximately 5 percent of the Company's total net sales.

Other:  The Company's other product line primarily  represents  salad dressings.
Branded products within this category include  Bernstein's and Nalley. In fiscal
2000, other net sales represented approximately 5 percent of the Company's total
net sales.

On January 29, 1999,  the Company sold the Adams brand peanut butter  operations
to the J. M. Smucker Company.

                  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

The business of the Company is principally  conducted in four industry segments:
vegetables,  fruits,  canned meals, and snacks. The financial statements for the
fiscal years ended June 24, 2000,  June 26, 1999,  and June 27, 1998,  which are
included in this report,  reflect the information relating to those segments for
each of the Company's last three fiscal years.

                           PACKAGING AND DISTRIBUTION

The food products  produced by the Company are  distributed to various  consumer
markets in all 50 states. International sales account for a small portion of the
Company's  activities.  Vegetables,  fruits, and canned meals are primarily sold
through  food  brokers  who sell  primarily  to  supermarket  chains and various
institutional   entities.   Snack  products  are  primarily   marketed   through
distributors  (some of which are owned and  operated  by the  Company)  who sell
directly to retail outlets in the Midwest,  Mid-Atlantic and Pacific  Northwest.
Customer brand operations encompass the sale of products under private labels to
chain stores and under the controlled  labels of buying groups.  The Company has
developed  central storage and  distribution  facilities that permit  multi-item
single shipment to customers in key marketing areas.

Effective  March  31,  1998,  the  Company  entered  into a  multiyear  logistic
agreement under which GATX Logistics provides freight management,  packaging and
labeling services,  and distribution  support to and from production  facilities
owned by the Company in and around Coloma,  Michigan. The agreement included the
sale of the Company's labeling equipment and distribution center.

On June 27, 1997,  Americold  acquired the Company's  frozen foods  distribution
center in Montezuma,  Georgia.  In addition,  the two  companies  entered into a
long-term  logistics  agreement under which Americold  manages this facility and
all frozen food  transportation  operations of Agrilink Foods in Georgia and New
York.


<PAGE>



                                   TRADEMARKS

The major  brand  names  under  which  the  Company  markets  its  products  are
trademarks  of the Company.  Such brand names are  considered  to be of material
importance  to the  business  of the  Company  since  they  have the  effect  of
developing brand  identification  and maintaining  consumer  loyalty.  There are
trademark registrations for substantially all of the trademarks. These trademark
registrations  are of  perpetual  duration  so  long as  they  are  periodically
renewed. It is the Company's intent to maintain its trademark registrations. The
major brand names utilized by the Company are:

<TABLE>
Product Line                                                          Brand Name
<CAPTION>

<S>                <C>
Vegetables         Birds Eye, Voila!(1), Freshlike, Veg-All, Brooks, Chill-Ripe,  Comstock, Greenwood,  McKenzie's,  McKenzie's
                   Gold King, Southern Farms, Southland, Farman's, Nalley, Pixie, Thank You, Silver Floss(2), Krrrrisp Kraut(2)

Fruits             Birds Eye,  Chill-Ripe,  Comstock,  Globe,  McKenzies,  Orchard Farm, Orchard Fresh, Pixie,  Southern Farms,
                   Thank You, West Bay, Wilderness, Tropic Isle

Snacks             Snyder of Berlin,  Thunder  Crunch,  Tim's Cascade Chips, La Restaurante,  Erin's,  Husman,  Naturally Good,
                   Beehive, Pops-Rite, Savoral, Super Pop, Flavor Destinations

Canned Meals       Nalley, Mariners Cove, Riviera

Other              Bernstein's, Nalley

<FN>
(1)  An application has been filed and registration is pending.

(2)  Represent trademarks of Great Lakes Kraut Company, LLC.  The Company owns a 50 percent interest in this joint venture.
</FN>
</TABLE>



                              RAW MATERIAL SOURCES

The Company acquired  approximately 55 percent of the raw agricultural  products
supplied by Pro-Fac from members of the Cooperative.  The Company also purchased
on the open market  some crops of the same type and  quality as those  purchased
from  Pro-Fac.  Such open market  purchases  may occur at prices higher or lower
than those paid to Pro-Fac for similar products.  See further  discussion of the
relationship  with  Pro-Fac  in NOTE 2 to the "Notes to  Consolidated  Financial
Statements."

The vegetable and fruit portions of the business can be positively or negatively
affected  by weather  conditions  nationally  and the  resulting  impact on crop
yields.  Favorable  weather  conditions  can  produce  high crop  yields  and an
oversupply  situation.  This situation  typically  results in depressed  selling
prices and reduced  profitability  on the  inventory  produced  from that year's
crops.  Excessive  rain or drought  conditions can produce low crop yields and a
shortage  situation.  This  typically  results  in  higher  selling  prices  and
increased  profitability.  While the  national  supply  situation  controls  the
pricing, the supply can differ regionally because of variations in weather.

The Company  purchases all of its  requirements  for  nonagricultural  products,
including  containers,  in  the  open  market.  Although  the  Company  has  not
experienced  any  difficulty  in  obtaining  adequate  supplies  of such  items,
occasional periods of short supply of certain raw materials may occur.

                              ENVIRONMENTAL MATTERS

The disposal of solid and liquid waste material  resulting from the  preparation
and  processing  of foods and the  emission of wastes and odors  inherent in the
heating of foods during  preparation are subject to various federal,  state, and
local environmental laws and regulations.  Such laws and regulations have had an
important  effect  on  the  food  processing  industry  as  a  whole,  requiring
substantially  all firms in the  industry  to incur  material  expenditures  for
modification of existing processing facilities and for construction of new waste
treatment  facilities.  The  Company  is also  subject to  standards  imposed by
regulatory  agencies  pertaining  to the  occupational  health and safety of its
employees.  Management believes that continued measures to comply with such laws
and  regulations  will not have a material  adverse effect upon its  competitive
position or financial condition.


<PAGE>


Among the various programs for the protection of the environment which have been
adopted by the Company to date,  the most  important  for the  operations of the
Company  are the waste  water  discharge  permit  programs  administered  by the
environmental  protection  agencies in those  states in which the  Company  does
business  and  by the  federal  Environmental  Protection  Agency.  Under  these
programs, permits are required for processing facilities which discharge certain
wastes into  streams and other  bodies of water,  and the Company is required to
meet  certain  discharge  standards  in  accordance  with  compliance  schedules
established  by  such  agencies.  The  Company  has  received  permits  for  all
facilities  for  which  permits  are  required.  Each year the  Company  submits
applications for renewal permits as required for the facilities.

While the Company  cannot  predict with  certainty the effect of any proposed or
future  environmental  legislation or regulations on its processing  operations,
management of the Company believes that the waste disposal systems which are now
in operation or which are being constructed or designed are sufficient to comply
with all currently applicable laws and regulations.

The Company is cooperating with  environmental  authorities in remedying various
minor  environmental  matters at several of its plants.  Such  actions are being
conducted  pursuant  to  procedures  approved by the  appropriate  environmental
authorities at a cost that is not expected to be material.

Expenditures related to environmental  programs and facilities have not had, and
are not expected to have, a material  effect on the earnings of the Company.  In
fiscal 2000,  total  capital  expenditures  of the Company were $25.4 million of
which  approximate $0.1 million was devoted to the construction of environmental
facilities.  The Company estimates that environmental  capital expenditures will
be approximately $0.5 million for the 2001 fiscal year. However, there can be no
assurance that expenditures will not be higher.

                             SEASONALITY OF BUSINESS

From the point of view of sales,  the  business  of the  Company  is not  highly
seasonal,  since the demand for its products is fairly  constant  throughout the
year.  Exceptions  to this general rule include some  products  that have higher
sales  volume in the cool weather  months (such as canned and frozen  fruits and
vegetables, chili, and fruit fillings and toppings), and others that have higher
sales  volume  in the warm  weather  months  (such as  potato  chips  and  salad
dressings).  Since  many of the  raw  materials  processed  by the  Company  are
agricultural  crops,  production of these  products is  predominantly  seasonal,
occurring during and immediately following the harvest seasons of such crops.

                      PRACTICES CONCERNING WORKING CAPITAL

The  Company  must  maintain  substantial  inventories  throughout  the  year of
finished  products  produced from seasonal raw materials.  These inventories are
generally financed through seasonal borrowings.

The Revolving  Credit  Facility is used primarily for seasonal  borrowings,  the
amount of which fluctuates during the year.

Both the  maintenance  of substantial  inventories  and the practice of seasonal
borrowing are common to the food processing industry.

                              SIGNIFICANT CUSTOMERS

The Company's principal industry segments are not dependent upon the business of
a single customer or a few customers. The Company does not have any customers to
whom  sales  are  made in an  amount  which  equals  10  percent  or more of the
Company's net sales.

                                BACKLOG OF ORDERS

Backlog of orders has not  historically  been significant in the business of the
Company.  Orders are filled  shortly after receipt from  inventories of packaged
and processed foods.

                   BUSINESS SUBJECT TO GOVERNMENTAL CONTRACTS

No material  portion of the business of the Company is subject to  renegotiation
of contracts with, or termination by, any governmental agency.


<PAGE>


                             COMPETITIVE CONDITIONS

All products of the Company,  particularly branded products,  compete with those
of other national and major regional food  processors  under highly  competitive
conditions.  The  principal  methods of  competition  in the food industry are a
ready  availability of a broad line of products,  product  quality,  price,  and
advertising and sales promotion.

Quality  of  product  and  uniformity  of  quality  are  important   methods  of
competition.  The  Company's  relationship  with Pro-Fac gives the Company local
sources of supply,  thus  allowing  the  Company to  exercise  control  over the
quality and uniformity of much of the raw product that it purchases. The members
of  Pro-Fac  generally  operate  relatively  large  production  operations  with
emphasis on mechanized growing and harvesting techniques. This factor is also an
advantage in producing uniform, high-quality food products.

The  Company's  pricing  is  generally  competitive  with  that  of  other  food
processors  for  products of  comparable  quality.  The branded  products of the
Company are  marketed  under  national  and  regional  brands.  In fiscal  2000,
marketing programs for national brands focused primarily on Birds Eye Voila! and
Birds  Eye  Baby  Vegetables.   The  national   advertising   campaign  included
television,  magazines, coupons, and in-store promotions. Marketing programs for
regional  brands are  focused  on local  tastes  and  preferences  as a means of
developing  consumer  brand loyalty.  Regional  advertising  campaigns  included
magazines, coupons, and in-store promotions.

Although  the  relative  importance  of  the  above  factors  may  vary  between
particular products or customers,  the above description is generally applicable
to all of the  products of the Company in the various  markets in which they are
distributed.

Profit  margins for fruits and  vegetables  are  subject to industry  supply and
demand  fluctuations,  attributable  to changes in growing  conditions,  acreage
planted,  inventory carryover,  and other factors. The Company has endeavored to
protect against changing growing  conditions through  geographical  expansion of
its sources of supply.

The  percentage  of sales under  brand  names owned and  promoted by the Company
amount  to  approximately   64  percent;   food   service/industrial   represent
approximately   20  percent;   and  private  label  sales  currently   represent
approximately 16 percent.

It is difficult to estimate the number of  competitors  in the markets served by
the Company. Nearly all products sold by the Company compete with the nationally
advertised brands of leading food processors,  including Del Monte, Green Giant,
Heinz,  Frito-Lay,  Kraft, and similar major brands, as well as with the branded
and private  label  products of a number of regional  processors,  many of which
operate only in portions of the marketing area served by the Company.

                            MARKET AND INDUSTRY DATA

Unless  otherwise  stated in this  report,  industry  and market share data used
throughout  this Form 10-K was derived  from  industry  sources  believed by the
Company to be  reliable.  Such data was  obtained or derived  from  consultants'
reports  and   industry   publications.   Consultants'   reports  and   industry
publications  generally  state that the information  contained  therein has been
obtained  from  sources  believed  to be  reliable,  but that the  accuracy  and
completeness  of  such  information  is not  guaranteed.  The  Company  has  not
independently verified such data and makes no representation to its accuracy.

                    NEW PRODUCTS AND RESEARCH AND DEVELOPMENT

The Company, operates a technical center located in Green Bay, Wisconsin that is
responsible for new product  development,  quality  assurance,  and engineering.
Approximately  25  employees  are  employed  within this  facility.  The Company
follows a  four-stage  new product  development  process as follows:  screening,
feasibility,  development,  and commercialization.  This new product development
process ensures input from consumers,  customers,  and internal functional areas
before a new product is brought to market.

The Company also focuses on the development of related products or modifications
of existing  products for the Company's  brands and customized  products for the
Company's private label and food service businesses.

The amount expensed during the last three fiscal years on Company-sponsored  and
customer-sponsored  research  activities  relating  to  the  development  of new
products or the improvement of existing products has not been material.

During  fiscal 1999,  Birds Eye Voila!,  a frozen  all-in-one  meal product that
includes vegetables, pasta, seasonings, and bite sized pieces of grilled chicken
breast in a variety of flavors was  introduced.  Fiscal 2000 net sales for Birds
Eye Voila! were approximately $102.5. Fiscal 1999 net sales for Birds Eye Voila!
were $74.8 million which reflects nine months of activity due to the date of the
DFVC Acquisition.


<PAGE>


                                    EMPLOYEES

As of June 24, 2000, the Company had 5,289  full-time  employees,  of whom 3,703
were  engaged  in  production   and  the  balance  in   management,   sales  and
administration.  As of that date, the Company also employed  approximately 2,134
seasonal  and other  part-time  employees,  almost  all of whom were  engaged in
production.  Most of the  production  employees  are  members of  various  labor
unions.  The Company  believes its current  relationship  with its  employees is
good.

ITEM 2.       DESCRIPTION OF PROPERTIES

All plants, warehouses, office space and other facilities used by the Company in
its business are either owned by Agrilink  Foods or one of its  subsidiaries  or
leased from unaffiliated third parties.  All of the properties owned by Agrilink
Foods are subject to mortgages in favor of its primary lender.  In general,  the
properties  include  offices,   processing  plants  and  warehouse  space.  Some
processing  plants  are  located  in rural  areas  that are  convenient  for the
delivery  of crops.  The  Company  also has  dispersed  warehouse  locations  to
facilitate the distribution of finished  products.  Agrilink Foods believes that
its  facilities  are in good  condition  and suitable for the  operations of the
Company.

The Company's Alton, New York property is held for sale.

The following  table  describes all material  facilities  leased or owned by the
Company (other than the  properties  held for sale,  certain  public  warehouses
leased by the Company from  unaffiliated  third  parties from time to time,  and
facilities  owned by the Company's  joint  venture,  Great Lakes Kraut  Company,
LLC).  Except as otherwise noted,  each facility set forth below is owned by the
Company.

<TABLE>
                       FACILITIES UTILIZED BY THE COMPANY

Type of Property (By Product Line)                                Location                              Square Feet
<CAPTION>

<S>                                                               <C>                                       <C>
Vegetables:
Warehouse                                                         Sodus, MI                                 243,138
Warehouse and office, public storage facility (1)                 Vineland, NJ                              191,710
Freezing plant, warehouse, office and dry storage                 Barker, NY                                123,600
Freezing plant                                                    Bergen, NY                                138,554
Cold storage and repack facility and public storage warehouse     Brockport, NY                             429,052
Canning plant and warehouse, freezing plant                       Oakfield, NY                              263,410
Office, freezing plant, cold storage and repackaging facility     Montezuma, GA                             591,300
Office, freezing plant and cold storage                           Alamo, TX                                 114,446
Office, freezing plant and cold storage                           Bridgeville, DE                           104,383
Freezing plant and repack plant                                   Celaya, Mexico                            318,620
Freezing plant and distribution center                            Darien, WI                                348,800
Freezing plant, repack and warehouse                              Fairwater, WI                             178,298
Repack plant and distribution center                              Fulton, NY                                263,268
Canning and freezing plant and office                             Green Bay, WI                             492,446
Canning plant and warehouse                                       Hortonville, WI                            78,000
Freezing plant and repack plant(1)                                Oxnard, CA                                 39,082
Repack plant(1)                                                   San Antonio, TX                            20,445
Freezing plant and warehouse                                      Uvalde, TX                                146,625
Freezing plant, repack and warehouse                              Watsonville, CA                           207,600
Freezing plant, repack and warehouse                              Waseca, MN                                258,475
Labeling plant and distribution center(1)                         Fond du Lac, WI                           330,000
Receiving and grading station (1)                                 Cornelius, OR                              11,700
Receiving and grading station (1)                                 Mount Vernon, WA                          110,806
Receiving and grading station (1)                                 Aurora, WA                                  6,800
Office building, warehouse and tank yards                         Enumclaw, WA                               87,313
Plant, warehouse, and tank yards                                  Tacoma, WA                                295,468

Fruits:
Canning plant and warehouse                                       Red Creek, NY                             153,076
Manufacturing plant and warehouse                                 Fennville, MI                             350,000
Canning plant and warehouse                                       Lawton, MI                                142,000
</TABLE>


<PAGE>
<TABLE>


                                            FACILITIES UTILIZED BY THE COMPANY (Continued)

Type of Property (By Product Line)                                Location                              Square Feet
<CAPTION>

<S>                                                               <C>                                       <C>Snacks:
Manufacturing plant                                               Ridgway, IL                                50,000
Distribution and warehouse                                        North Bend, NE                             50,000
Office, plant and warehouse                                       Berlin, PA                                190,225
Administrative, plant, warehouse and distribution center (1)      Auburn, WA                                 34,000
Plant, warehouse and distribution center                          Auburn, WA                                 37,442
Office, plant and warehouse                                       Cincinnati, OH                            113,576
Distribution center                                               Elwood City, PA                             8,000
Distribution center                                               Monessen, PA                               10,000
Distribution center                                               Coraopolis, PA                             15,000
Distribution center                                               Canton, OH                                  8,200

Canned Meals:
Canning plant, warehouse and distribution center                  Tacoma, WA                                313,488

Other:
Office building, manufacturing plant and warehouse                Tacoma, WA                                372,164
Parking lot and yards (1)                                         Tacoma, WA                                305,470
Office Building - Fuller Building (1)                             Tacoma, WA                                 60,000
Headquarters office (1)                                           Rochester, NY                              76,372

<FN>
(1)Leased from third parties, although certain related equipment is owned by the
Company.
</FN>
</TABLE>

ITEM 3.       LEGAL PROCEEDINGS

The  Company  is a party to legal  proceedings  from time to time in the  normal
course of its business.  In the opinion of  management,  any liability  that the
Company might incur upon the  resolution of these  proceedings  will not, in the
aggregate,  have a material adverse effect on the Company's business,  financial
condition, and results of operations.  Further, no such proceedings are known to
be contemplated  by  governmental  authorities.  The Company  maintains  general
liability insurance coverage in amounts deemed to be adequate by management.

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


<PAGE>


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS

All of the capital stock of the Company is owned by Pro-Fac Cooperative, Inc.

ITEM 6. SELECTED FINANCIAL DATA


<TABLE>
                              Agrilink Foods, Inc.

                        FIVE YEAR SELECTED FINANCIAL DATA

<CAPTION>
(Dollars in Thousands)
                                                                                        Fiscal Year Ended June
                                                            ----------------------------------------------------------------------
                                                               2000            1999           1998            1997           1996
                                                            -----------    -----------    -----------     -----------    ----------
<S>                                                         <C>            <C>            <C>             <C>            <C>
Consolidated Summary of Operations:
   Net sales                                                $ 1,182,627    $ 1,210,506    $   719,665     $   730,823    $  739,094
   Cost of sales                                               (809,633)      (854,768)      (524,082)       (539,081)     (562,926)
                                                            -----------    -----------    -----------     -----------    ----------
   Gross profit                                                 372,994        355,738        195,583         191,742       176,168
   Selling, administrative, and general expenses               (279,337)      (287,672)      (141,837)       (145,392)     (156,067)
   Gains on sales of assets                                       6,635         64,734              0           3,565             0
   Restructuring (including disposals)                                0         (5,000)             0               0        (5,871)
   Income from joint venture                                      2,418          2,787          1,893               0             0
                                                            -----------    -----------    -----------     -----------    ----------
   Operating income before dividing with Pro-Fac                102,710        130,587         55,639          49,915        14,230
   Interest expense                                             (78,054)       (65,339)       (30,633)        (35,030)      (41,998)
   Amortization of debt issue costs associated with the
     Bridge Facility                                                  0         (5,500)             0               0             0
                                                            -----------    -----------    -----------     -----------    ----------
   Pretax income/(loss) before dividing with Pro-Fac and
     before extraordinary item and cumulative effect of
       an accounting change                                      24,656         59,748         25,006          14,885       (27,768)
   Pro-Fac share of (income)/loss before extraordinary
     item and cumulative effect of an accounting change         (12,328)        (1,658)       (12,503)         (7,442)        9,037
                                                            -----------    -----------    -----------     -----------    ----------
   Income/(loss) before taxes, extraordinary item, and
     cumulative effect of an accounting change                   12,328         58,090         12,503           7,443       (18,731)
   Tax (provision)/benefit                                       (5,904)       (24,770)        (5,689)         (3,668)        6,853
                                                            -----------    -----------    -----------     -----------    ----------
   Income/(loss) before extraordinary item and
     cumulative effect of an accounting change                    6,424         33,320          6,814           3,775       (11,878)
   Extraordinary item relating to the early extinguishment
     of debt (net of income taxes and after dividing
       with Pro-Fac)                                                  0        (16,366)             0               0             0
   Cumulative effect of an accounting change (net of
   income taxes and after dividing with Pro-Fac)                      0              0              0           1,747             0
                                                            -----------    -----------    -----------     -----------    ----------
   Net income/(loss)                                        $     6,424    $    16,954    $     6,814     $     5,522    $  (11,878)
                                                            ===========    ===========    ===========     ===========    ==========
Balance Sheet Data:
   Working capital                                          $   254,094    $   225,363    $   108,075     $    84,060    $  107,875
   Ratio of current assets to current liabilities                 2.2:1          2.0:1          1.9:1           1.8:1         2.0:1
   Total assets                                             $ 1,098,887    $ 1,110,061    $   568,971     $   542,561    $  634,250
   Long-term debt and senior-subordinated notes
     (excludes current portion)                             $   644,712    $   668,316    $   229,937     $   222,829    $  309,683

Other Statistics:
     Average number of employees:
     Regular                                                      5,510          6,040          3,620           3,507         3,886
     Seasonal                                                     2,152          2,838          1,125           1,068         1,478

</TABLE>


<PAGE>


ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

The purpose of this discussion is to outline the significant reasons for changes
in the  Consolidated  Statement of  Operations  from fiscal 1998 through  fiscal
2000.

Agrilink  Foods,  Inc.  ("Agrilink  Foods" or the  "Company")  has four  primary
product  lines  including:  vegetables,  fruits,  snacks and canned  meals.  The
majority of each of the product  lines' net sales are within the United  States.
In addition, all of the Company's operating facilities, excluding one in Mexico,
are within the United States.

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  and  various  other  products.  Branded  products  within the  vegetable
category include Birds Eye, Birds Eye Voila!, Freshlike, Veg-All, McKenzies, and
Brooks Chili Bean.  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 snack category  include Tim's Cascade Chips,  Snyder of Berlin,  Husman,  La
Restaurante, Erin's, Beehive, Pops-Rite, Super Pop, and Flavor Destinations. The
canned meal product line includes  canned meat products such as chilies,  stews,
soups, and various other  ready-to-eat  prepared meals.  Branded products within
the canned meal  category  include  Nalley.  The  Company's  other  product line
primarily  represents  salad  dressings.  Brand  products  within this  category
include Bernstein's and Nalley.

The following tables  illustrate the Company's  results of operations by product
line for the fiscal years ended June 24, 2000, June 26, 1999, and June 27, 1998,
and the Company's  total assets by product line at June 24, 2000, June 26, 1999,
and June 27, 1998.

<TABLE>
EBITDA1,2
(Dollars in Millions)
<CAPTION>

                                                                Fiscal Years Ended
                                ----------------------------------------------------------------------------------
                                      June 24, 2000                June 26, 1999                  June 27, 1998
                                                 % of                           % of                         % of
                                   $             Total             $           Total             $           Total
                                 -----          ------          -----          -----          -----          -----
<S>                               <C>            <C>             <C>            <C>            <C>             <C>
Vegetables                        93.8           69.4            64.2           61.7           20.3            26.3
Fruits                            15.7           11.6            10.8           10.4           21.0            27.2
Snacks                             9.8            7.3             5.8            5.5            8.3            10.7
Canned Meals                       8.6            6.4             8.4            8.1            8.6            11.1
Other                              6.5            4.8             5.3            5.1            1.8             2.3
                                 -----          -----           -----          -----           ----           -----
   Continuing segments           134.4           99.5            94.5           90.8           60.0            77.6
Businesses sold3                   0.7            0.5             9.6            9.2           17.3            22.4
                                 -----          -----           -----          -----           ----           -----
     Total                       135.1          100.0           104.1          100.0           77.3           100.0
                                 =====          =====           =====          =====           ====           =====
<FN>
1  Earnings before interest, taxes, depreciation, and amortization ("EBITDA") is
   defined as the sum of pretax income  before  dividing with Pro-Fac and before
   extraordinary  item,  interest  expense,  amortization  of debt  issue  costs
   associated  with  the  Bridge  Facility,  depreciation  and  amortization  of
   goodwill and other intangibles.

   EBITDA should not be considered as an alternative to net income or cash flows
   from operations or any other generally accepted accounting principles measure
   of performance or as a measure of liquidity.

   EBITDA is included herein because the Company  believes EBITDA is a financial
   indicator of a company's  ability to service  debt.  EBITDA as  calculated by
   Agrilink  Foods may not be comparable to  calculations  as presented by other
   companies.

2  Excludes  the  gains on  sales  of  assets,  restructuring  charges,  and the
   extraordinary item relating to the early  extinguishment of debt. See NOTES 1
   and 3 to the "Notes to Consolidated Financial Statements."

3  Represents the operating results of operations sold. See NOTE 3 to the "Notes
   to Consolidated Financial Statements."
</FN>
</TABLE>


<PAGE>



<TABLE>
Net Sales
(Dollars in Millions)
<CAPTION>
                                                                              Fiscal Years Ended
                                                ----------------------------------------------------------------------------------
                                                    June 24, 2000                June 26, 1999                  June 27, 1998
                                              ----------------------          ----------------------        ----------------------
                                                               % of                           % of                           % of
                                                 $             Total             $             Total           $             Total
                                              -------          -----          -------         ------         -----           -----
<S>                                             <C>             <C>             <C>            <C>           <C>              <C>
Vegetables                                      800.7           67.7            734.7          60.7          233.1            32.4
Fruits                                          110.4            9.3            111.5           9.2          119.7            16.6
Snacks                                           87.3            7.4             87.9           7.3           83.7            11.6
Canned Meals                                     60.3            5.1             64.2           5.3           64.0             8.9
Other                                            54.5            4.6             73.0           6.0           58.6             8.2
                                              -------          -----          -------         -----          -----          ------
     Continuing segments                      1,113.2           94.1          1,071.3          88.5          559.1            77.7
Businesses sold1                                 69.4            5.9            139.2          11.5          160.6            22.3
                                              -------          -----          -------         -----          -----           -----
     Total                                    1,182.6          100.0          1,210.5         100.0          719.7           100.0
                                             ========          =====          =======         =====          =====           =====

<FN>
1  Includes net sales of operations sold.  See NOTE 3 to the "Notes to Consolidated Financial Statements."
</FN>
</TABLE>

<TABLE>
Operating Income1
(Dollars in Millions)
<CAPTION>
                                                                              Fiscal Years Ended
                                                ---------------------------------------------------------------------------------
                                                    June 24, 2000                June 26, 1999                  June 27, 1998
                                               ---------------------           -------------------           --------------------
                                                              % of                           % of                           % of
                                                 $            Total              $           Total            $             Total

<S>                                             <C>            <C>             <C>            <C>            <C>             <C>
Vegetables                                      65.4           68.0            43.9           61.9           11.4            20.5
Fruits                                          13.9           14.4             8.4           11.8           17.1            30.7
Snacks                                           6.7            7.0             3.3            4.7            6.1            11.0
Canned Meals                                     6.7            7.0             6.5            9.2            6.8            12.2
Other                                            4.6            4.8             3.7            5.2           (0.3)           (0.5)
                                                ----          -----            ----         ------           ----           -----
   Continuing segments                          97.3          101.2            65.8           92.8           41.1            73.9
Businesses sold2                                (1.2)          (1.2)            5.1            7.2           14.5            26.1
                                                ----          -----            ----         ------           ----           -----
     Total3                                     96.1          100.0            70.9          100.0           55.6           100.0
                                                ====          =====            ====         ======           ====           =====

<FN>
1   Excludes the gains on sales of assets,  the  restructuring  charge,  and the
    extraordinary item relating to the early extinguishment of debt. See NOTES 1
    and 3 to the "Notes to Consolidated Financial Statements."

2   Represents the operating results of the operations sold.  See NOTE 3 to the
    "Notes to Consolidated Financial Statements."

3   Operating income less interest  expense  (including the amortization of debt
    issue costs  associated  with the Bridge  Facility) of $78.1 million,  $70.8
    million, and $30.6 million for the years ended June 24, 2000, June 26, 1999,
    and June 27, 1998,  respectively,  results in pretax income before  dividing
    with Pro-Fac and before  extraordinary  item.  Management  does not allocate
    interest  expense and corporate  overhead to product  lines when  evaluating
    product line performance.
</FN>
</TABLE>


<PAGE>


<TABLE>
Total Assets
(Dollars in Millions)
<CAPTION>

                                                                              Fiscal Years Ended
                                               -----------------------------------------------------------------------------------
                                                    June 24, 2000                June 26, 1999                  June 27, 1998
                                               ---------------------           --------------------         ----------------------
                                                              % of                           % of                           % of
                                                 $            Total                $          Total           $             Total

<S>                                             <C>            <C>              <C>           <C>           <C>              <C>
Vegetables                                      876.3          79.7             885.2         79.7          300.8            52.9
Fruits                                           80.0           7.2              91.1          8.3           87.4            15.4
Snacks                                           44.0           4.0              41.5          3.7           43.1             7.6
Canned Meals                                     45.9           4.2              46.7          4.2           49.7             8.7
Other                                            52.4           4.8              43.6          3.9           47.4             8.3
                                              -------         -----           -------        -----          -----           -----
   Continuing segments                        1,098.6          99.9           1,108.1         99.8          528.4            92.9
Businesses sold1                                  0.0           0.0               1.1          0.1           37.9             6.6
Assets held for sale                              0.3           0.1               0.9          0.1            2.7             0.5
                                              -------         -----           -------        -----          -----           -----
   Total                                      1,098.9         100.0           1,110.1        100.0          569.0           100.0
                                              =======         =====           =======        =====          =====           =====

<FN>
1  Includes the assets of the operations sold.  See NOTE 3 to the "Notes to Consolidated Financial Statements."
</FN>
</TABLE>

                     CHANGES FROM FISCAL 1999 TO FISCAL 2000

Net income for fiscal 2000 of $6.4 million  represented a $10.6 million decrease
over fiscal 1999 net income of $17.0  million.  Comparability  of net income is,
however, difficult because fiscal 1999 was impacted by gains on sales of assets,
a restructuring charge, the amortization of debt issue costs associated with the
Bridge Facility, and the extraordinary item relating to the early extinguishment
of debt. In addition,  fiscal 2000 results reflect 12 months of interest expense
in the current  year versus 9 months in the prior year for the  additional  debt
associated  with the DFVC  Acquisition  which  occurred on  September  24, 1998.
Accordingly,  management believes, to summarize results, an evaluation of EBITDA
from continuing operations, as presented on page 13 in the EBITDA table included
in this  report,  is more  appropriate  because  it allows  the  business  to be
reviewed in a more consistent manner.

While a further  description  of net sales and operating  income for each of its
product lines is outlined  below, in summary,  EBITDA from  continuing  segments
increased $39.9 million,  or 42.2 percent, to $134.4 million in fiscal 2000 from
$94.5 million in the prior fiscal year.

The vegetable  product line accounts for a $29.6 million increase of the overall
EBITDA.   The  improvement  was  impacted  by  both  the  results  of  the  DFVC
Acquisition,  including  its impact on the  percentage  of branded sales for the
Company and the reduction in product costs resulting from  synergistic  savings.
As a result of the date of the DFVC  Acquisition,  the operating  results of the
acquisition  have been included for 12 months in fiscal 2000 and for 9 months in
fiscal 1999. In addition,  as  anticipated  at the  acquisition  date, a greater
percentage  of the  Company's  sales now come  from its  branded  products.  The
Company's branded products yield a higher margin than its private label and food
service  categories.  The Company has also benefited from a reduction in product
costs during  fiscal 2000  primarily  associated  with the  synergistic  savings
achieved   from  the  DFVC   Acquisition   and  other   consolidation   efforts.
Specifically,   the  Company  has  benefited  from  the  insourcing  of  product
previously purchased from outside suppliers,  staffing reductions,  and shipping
consolidations. Market conditions within the frozen vegetable category caused by
lower  consumer  demand  and  retail  consolidation  have,  however,  offset the
increases  outlined  above.  According to industry  data, for the 52-week period
ended June 25,  2000,  there has been an overall  decrease  in the total  frozen
vegetable  category of 4.0 percent in unit volume.  For the same 52-week  period
ended June 25, 2000, the decrease in the frozen vegetable private label category
was 4.7 percent in unit volume. As management does not anticipate an improvement
in the current market conditions in the immediate future,  efforts will continue
to  be  focused  on  cost  savings   initiatives  and  innovative   go-to-market
strategies.

The Company's fruit category showed an increase of  approximately  $4.9 million.
This  improvement  results  from a return to the  Company's  historical  pricing
strategy and a reduction  in  promotional  spending in fiscal 2000.  Fiscal 1999
results also included spending of $0.9 million for a new product launch. No such
costs were incurred in fiscal 2000.

Snacks showed an increase of $4.0 million due to changes in product mix.  During
fiscal 2000, a greater  percentage of sales were associated with the potato chip
category which carries a higher margin than the Company's  popcorn product line.
In  addition,  fiscal 1999  results  were  impacted by a strike at the Snyder of
Berlin facility. This action resulted in incremental costs of approximately $2.5
million in the prior year. The matter was settled in the first quarter of fiscal
2000. Management believes its current relationship with these employees is good.


<PAGE>


Canned  meals  showed  a  modest  increase  of $0.2  million  due  primarily  to
production  efficiencies  and a reduction in raw product  costs within the chili
category.

The other product line, which is primarily comprised of salad dressings,  showed
an  improvement  of $1.2 million due to changes in product mix and benefits from
reductions in raw product costs.

Net Sales:  Total net sales decreased $27.9 million or 2.3 percent,  to $1,182.6
million  in  fiscal  2000  from  $1,210.5  million  in  fiscal  1999.  Excluding
businesses  sold,  net sales  increased by $41.9  million,  or 3.9  percent,  to
$1,113.2 million in fiscal 2000 from $1,071.3 million in fiscal 1999.

The increase in net sales from continuing  operations is primarily  attributable
to an increase of $66.0 million within the vegetable product line. The inclusion
of the Birds Eye, Freshlike, and Veg-All brands for 12 months during fiscal 2000
versus nine months of results in fiscal 1999  resulted in  incremental  sales of
approximately  $86.2 million.  Excluding  this impact,  vegetable net sales have
declined  $20.2  million and, as  highlighted  above,  this decline is primarily
attributable to lower consumer demand and retail  consolidations  which occurred
throughout the year.

Net sales for the fruit  product line  decreased  $1.1 million in fiscal 2000 to
$110.4  million from $111.5  million in fiscal  1999.  While the  Company's  pie
filling category exceeded the prior year,  decreases were highlighted within its
applesauce category due to competitive pricing within the industry.

Net sales for snacks decreased by $0.6 million in fiscal 2000. Improvements were
highlighted in the potato chip category,  however,  these amounts were offset by
declines in popcorn due to both a decrease in volume and pricing.

Net sales for  canned  meals  declined  $3.9  million in fiscal  2000  primarily
attributable to a decline in sales volume in private label chili.

The other product line, while it primarily consists of dressings,  also includes
sales from the production of canned  products  primarily for use by the military
and other governmental operations. The majority of the $18.5 million decrease in
the other product line is associated  with the decline in government  demand for
these items.

Operating  Income:  Operating  income of $102.7 million in fiscal 2000 decreased
approximately  $27.9 million from $130.6  million in fiscal 1999.  Excluding the
impact of businesses  sold and other  non-recurring  items as identified on page
14, operating income from continuing  operations increased from $65.8 million in
fiscal 1999 to $97.3 million in fiscal 2000.  This  represents an improvement of
$31.5 million or 47.9 percent.  As  highlighted in the discussion of EBITDA from
continuing  segments,  the increase is  attributable to the date of and benefits
from the DFVC Acquisition and other repositioning efforts.

Additionally,  while  the  Company  experienced  significant  benefits  from its
efforts in fiscal 1999 to consolidate warehouses and other logistics operations,
the  decline  in sales  resulting  from the  current  industry  trend has caused
inventory  levels to increase.  Storage and handling costs  associated  with the
increase in inventory approximate $13 million.  Management has taken significant
steps to mitigate  those costs for fiscal 2001 by both  reducing crop intake and
adopting innovative go-to-market strategies.

Gains on Sales of Assets: On June 23, 2000, the Company sold its pickle business
based in Tacoma, Washington to Dean Pickle and Specialty Products. This business
included pickle, pepper, and relish products sold primarily under the Nalley and
Farman's  brand names.  The Company  received  proceeds of  approximately  $10.3
million  which were applied to bank loans ($4.0  million of which was applied to
the Term Loan  Facility and $6.3  million of which was applied to the  Company's
Revolving Credit Facility).  A gain of approximately $4.3 million was recognized
on this transaction.

On July 21,  2000,  the Company sold the  machinery  and  equipment  utilized in
production  of pickles and other  related  products to Dean Pickle and Specialty
Products.  No significant gain or loss was recognized on this  transaction.  The
proceeds of approximately $3.2 million were applied to the Term Loan Facility.

This  transaction  did not include any other products  carrying the Nalley brand
name.  Agrilink Foods will continue to contract pack Nalley and Farman's  pickle
products for a period of two years at the existing Tacoma processing plant which
Agrilink  Foods will  operate.


<PAGE>


Under a related  agreement,  the Cooperative  will supply raw cucumbers grown in
the  Northwestern  United  States to Dean Pickle and  Specialty  Products  for a
minimum 10-year period at market pricing.

On December 17, 1999 Agrilink Foods announced they had completed the sale of the
Company's  Cambria,  Wisconsin  processing  facility  to Del Monte.  The Company
received  proceeds of approximately  $10.5 million from the sale of its Cambria,
Wisconsin  facility  which were applied to bank loans.  A gain of  approximately
$2.3 million was recognized on this transaction.  The sale includes an agreement
for Del Monte to produce a portion of Agrilink  Foods'  product needs during the
2000 packing season.

Restructuring: Implementation of a corporate-wide restructuring program resulted
in a charge of $5.0 million in the third  quarter of fiscal 1999.  See NOTE 1 to
the "Notes to Consolidated Financial Statements."

Income From Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut  Company,  LLC, a joint venture  formed  between
Agrilink Foods and Flanagan Brothers, Inc. on July 1, 1997. The decrease of $0.4
million over the prior year is attributable  to the sale of assets.  See further
discussion at NOTE 3 to the "Notes to Consolidated Financial Statements."

Interest  Expense:  Interest expense increased $12.8 million to $78.1 million in
fiscal 2000 from $65.3  million in fiscal  1999.  The  increase in interest  is,
therefore,  associated  with debt utilized to finance the DFVC  Acquisition  and
higher  levels  of  seasonal  borrowings  to  fund  additional  working  capital
requirements  associated with the increase in the Company's size. As a result of
the date of the DFVC  Acquisition  interest  expense  has been  included  for 12
months in fiscal 2000 and 9 months in fiscal 1999. In addition, this increase is
associated with an overall increase in prevailing  interest rates which occurred
over the last year.

Amortization of Debt Issue Costs Associated with the Bridge  Facility:  In order
to consummate the DFVC  Acquisition,  Agrilink Foods entered into a $200 million
bridge loan facility  (the "Bridge  Facility").  The Bridge  Facility was repaid
with the proceeds from the new senior  subordinated note offering (see NOTE 5 to
the "Notes to Consolidated  Financial  Statements" - "Debt - Senior Subordinated
Notes 11-7/8 Percent due 2008").  Debt issuance costs associated with the Bridge
Facility were $5.5 million and were fully amortized during the second quarter of
fiscal 1999.

Pro-Fac Share of Income Before  Extraordinary  Item:  The Company's  contractual
relationship with Pro-Fac is defined in the Pro-Fac Marketing  Agreement.  Under
the Pro-Fac Marketing  Agreement,  in any year in which the Company has earnings
on  products  which were  processed  from crops  supplied  by Pro-Fac  ("Pro-Fac
products"),  the Company pays to Pro-Fac,  as additional  patronage  income,  90
percent  of such  earnings,  but in no case more than 50  percent  of all pretax
earnings  of the  Company.  In years in which the  Company has losses on Pro-Fac
products, the Company reduces the commercial market value it would otherwise pay
to Pro-Fac by 90 percent of such losses,  but in no case by more than 50 percent
of all pretax losses of the Company.  Earnings and losses are  determined at the
end of the fiscal year, but are accrued on an estimated basis during the year.

In fiscal 2000, 90 percent of earnings on patronage products exceeded 50 percent
of all pretax earnings of the Company.  Accordingly, the Pro-Fac share of income
has been  recognized  at a  maximum  of 50  percent  of pretax  earnings  of the
Company.

As  the  gain  on  the  sale  of  the  aseptic  operations  was a  non-patronage
transaction,  the Pro-Fac  share of  earnings in fiscal 1999 was  recorded at 90
percent of the earnings on patronage products.

Tax  Provision:  The tax  provision of $5.9 million in fiscal 2000  represents a
reduction of $18.9 million from the prior year. Of this decrease,  $25.2 million
is attributable to the provision associated with the fiscal 1999 gain on sale of
the aseptic  operations and the tax benefit of $2.1 million  associated with the
amortization  of debt issue costs also in fiscal 1999. In fiscal 2000,  the sale
of certain  intangibles in conjunction with the pickle sale negatively  impacted
the  Company's  effective  tax  rate.  As  previously  outlined,  the  Company's
effective  tax  rate  has   historically   been   negatively   impacted  by  the
non-deductibility  of certain amounts of goodwill.  A further  discussion of tax
matters  is  included  at  NOTE  6  to  the  "Notes  to  Consolidated  Financial
Statements."

Extraordinary  Item Relating to the Early  Extinguishment of Debt:  Concurrently
with  the  DFVC  Acquisition,   Agrilink  Foods  refinanced  its  then  existing
indebtedness,  including its 12 1/4 percent Senior  Subordinated  Notes due 2005
and its then existing  bank debt.  Premiums and breakage  fees  associated  with
early  redemptions  and other fees  incurred  amounted to $16.4  million (net of
income taxes of $10.4 million and after allocation to Pro-Fac of $1.7 million).


<PAGE>

                     CHANGES FROM FISCAL 1998 TO FISCAL 1999

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.

After the DFVC  Acquisition,  DFVC was merged into the Company.  This entity 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, Birds Eye Voila!,
Freshlike and Veg-All, and various private labels. The Company believes that the
DFVC Acquisition has strengthened 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.

Net income for fiscal 1999 of $17.0 million represented a $10.2 million increase
over fiscal  1998 net income of $6.8  million.  Comparability  of net income is,
however,  difficult  because fiscal 1999 was impacted by acquisitions,  gains on
sales of assets,  a restructuring  charge,  an increase in interest  expense and
depreciation  expense associated with the DFVC Acquisition,  the amortization of
debt issue costs associated with the Bridge Facility, and the extraordinary item
relating to the early extinguishment of debt.  Accordingly,  management believes
that, to summarize results, an evaluation of EBITDA from continuing  operations,
as  presented on page 13 in the EBITDA  table  included in this report,  is more
appropriate  because it allows the business to be reviewed in a more  consistent
manner.  While a further  description of net sales and operating income for each
of its product  lines is outlined  below,  in  summary,  EBITDA from  continuing
operations  increased a net $34.5 million or 57.5  percent,  to $94.5 million in
the current fiscal year from $60.0 million in the prior fiscal year.

The vegetable  product line accounts for a $43.9 million increase of the overall
EBITDA  increase and is primarily  attributable to the DFVC  Acquisition.  While
this product line benefited from the inclusion of the Birds Eye, Freshlike,  and
Veg-All brands, the category was negatively impacted by market conditions within
the  frozen  private  label  segment  as a  result  of  lower  demand,  industry
oversupply, and resulting declines in pricing.

The Company's  fruit category showed a decrease of  approximately  $10.2 million
primarily  due to a change in the  Company's  pricing and  promotional  strategy
within this product line.

Snacks were impacted by competitive  pricing within the popcorn  product line as
an increase in production from foreign countries such as Argentina which reduced
selling prices. In addition, the potato chip category was negatively impacted by
a strike at the  Snyder of  Berlin  facility  during  the  spring of 1999  which
resulted in additional costs of approximately $2.5 million.

Canned meals showed a modest decline due primarily to the  recognition in fiscal
1998 of a  favorable  settlement  of an  outstanding  tax claim  regarding  meat
products.

The other product  category showed an improvement due primarily to reductions in
costs and promotional spending.

Net Sales: Total net sales increased $490.8 million or 68.2 percent, to $1,210.5
million in fiscal 1999 from $719.7 million in fiscal 1998.  Excluding businesses
sold,  net sales  increased  by $512.2  million,  or 91.6  percent,  to $1,071.3
million in fiscal 1999 from $559.1 million in fiscal 1998.

The increase in net sales from continuing  operations is primarily  attributable
to the $501.6 million increase within the vegetable  product line as a result of
the DFVC  Acquisition.  In addition,  during fiscal 1998, the Company became the
sole supplier of frozen  vegetables  for the Sam's  national  club stores.  Full
distribution under this contract was achieved in fiscal 1999. These improvements
within the  preexisting  vegetable  operations  were  offset by a decline in the
frozen  private  label  segment.  Beginning  in January  of 1999 and  continuing
through fiscal 1999, the private label frozen vegetable segment,  as reported by
several  sources,  has  experienced  a decline in unit sales of between 7 and 10
percent.

Net sales for the fruit  product line  decreased  $8.2 million in fiscal 1999 to
$111.5  million from $119.7  million in fiscal 1998.  As a result of a change in
pricing  and  promotional  strategy,  the Company  experienced  a decline in its
branded pie filling volume and an


<PAGE>


increase in its private label volume throughout fiscal 1999. Management returned
its historic  pricing and promotional  strategy and improvements in this product
line occurred.

Net sales for snacks  increased  by $4.2  million in fiscal  1999 as a result of
unit volume primarily within the potato chip category.

The other  product line showed an increase of $14.4  million.  This  increase is
attributable to sales from the production of canned  products  primarily for use
by the military and other  governmental  operations.  This business was obtained
through the DFVC acquisition and, thus, there were no such sales in fiscal 1998.
This increase was offset by declines within the salad dressings  category caused
by competitive pressures.

Operating  Income:  Operating  income of $130.6 million in fiscal 1999 increased
approximately  $75.0  million from $55.6  million in fiscal 1998.  Excluding the
impact of businesses  sold and other  non-recurring  items as identified on page
14, operating income from continuing  operations increased from $41.1 million in
fiscal 1998 to $65.8 million in fiscal 1999. This  represented an improvement of
$24.7 million or 60.1 percent.

Vegetables showed improvements of $32.5 million or 285.1 percent.  The vegetable
product line obtained through the DFVC  Acquisition  accounted for $54.7 million
of this increase,  while  preexisting  vegetable  operations showed a decline of
$22.2  million.  The  preexisting  vegetable  operations  showed margin  erosion
resulting from the downward trend in the private label frozen  vegetable  market
as previously  highlighted.  In addition,  the reduction in the volume of frozen
vegetable  product  repackaged  and sold  resulted  in a higher  per unit  cost.
Additionally, incremental warehousing costs (storage, handling, and shipping) of
approximately  $5.0 million were incurred to  consolidate  the operations of the
Company's frozen vegetable business as part of the DFVC Acquisition.

Fruits  showed a decline of $8.7  million  from $17.1  million in fiscal 1998 to
$8.4 million in fiscal 1999. Pie filling accounted for a decline of $6.1 million
due  to  the  change  in  pricing  and  promotional  strategy  discussed  above.
Applesauce  showed  declines  of $1.4  million due to the  reduction  in pricing
resulting from an increased industry supply. The remaining decline resulted from
incremental costs associated with a new product launch in fiscal 1999.

Snacks showed a decline of $2.8 million from $6.1 million in fiscal 1998 to $3.3
million in fiscal 1999.  The decline  resulted  from costs  associated  with the
strike at the Snyder of Berlin  facility of  approximately  $2.5 million and the
competitive pressures within the popcorn category.

Canned meals showed a modest decline due primarily to the  recognition in fiscal
1998 of a  favorable  settlement  of an  outstanding  tax claim  regarding  meat
products.

The  other  product  category  showed an  improvement  due  primarily  to canned
products sold to the military as  highlighted  above and reductions in costs and
promotional spending.

Gains on Sales of Assets: In conjunction with the DFVC Acquisition,  the Company
sold its aseptic  business to Dean Foods.  The purchase price of $80 million was
based  upon  an  appraisal  completed  by an  independent  appraiser.  The  gain
recognized on the sale was approximately $61.2 million.

On January 29, 1999, the Company sold the Adams brand peanut butter operation to
the J.M. Smucker Company.  The Company received proceeds of approximately  $13.5
million which were applied to outstanding  bank loans.  A gain of  approximately
$3.5 million was recognized on this transaction.

Restructuring: Implementation of a corporate-wide restructuring program resulted
in a charge of $5.0 million in the third  quarter of fiscal 1999.  See NOTE 1 to
the "Notes to Consolidated Financial Statements."

Income from Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut  Company,  LLC, a joint venture  formed  between
Agrilink Foods and Flanagan Brothers, Inc. on July 1, 1997. The increase of $0.9
million  over  the  prior  year is  attributable  to  increases  in  volume  and
improvements  in  pricing.  See  further  discussion  at NOTE 3 to the "Notes to
Consolidated Financial Statements."

Interest  Expense:  Interest expense increased $34.7 million to $65.3 million in
fiscal 1999 from $30.6 million in fiscal 1998.  This increase is associated with
debt  utilized to finance  the DFVC  Acquisition  and higher  levels of seasonal
borrowings  to fund changes in operating  activities  due to the increase in the
Company's size.


<PAGE>



Amortization of Debt Issue Costs Associated with the Bridge  Facility:  In order
to  consummate  the DFVC  Acquisition,  the Company  entered into a $200 million
bridge loan facility  (the "Bridge  Facility").  The Bridge  Facility was repaid
with the proceeds from the new senior  subordinated note offering (see NOTE 5 to
the "Notes to Consolidated  Financial  Statements" - "Debt - Senior Subordinated
Notes 11-7/8 Percent due 2008").  Debt issuance costs associated with the Bridge
Facility were $5.5 million and were fully amortized during the second quarter of
fiscal 1999.

Pro-Fac Share of Income Before  Extraordinary  Item:  The Company's  contractual
relationship with Pro-Fac is defined in the Pro-Fac Marketing  Agreement.  Under
the Pro-Fac Marketing  Agreement,  in any year in which the Company has earnings
on  products  which were  processed  from crops  supplied  by Pro-Fac  ("Pro-Fac
Products"),  the Company pays to Pro-Fac,  as additional  patronage  income,  90
percent  of such  earnings,  but in no case more than 50  percent  of all pretax
earnings  of the  Company.  In years in which the  Company has losses on Pro-Fac
Products, the Company reduces the commercial market value it would otherwise pay
to Pro-Fac by 90 percent of such losses,  but in no case by more than 50 percent
of all pretax losses of the Company.  Due to the  recognition of the gain on the
sale of the aseptic operations in fiscal 1999, the Pro-Fac share of earnings was
recorded at 90 percent of the earnings on patronage  products in the prior year.
The reduction in the Company's  preexisting vegetable product line and its fruit
product line,  as described  above,  caused the decline in additional  patronage
earnings.

Tax Provision:  The provision for taxes increased $19.1 million to $24.8 million
in fiscal 1999 from $5.7 million in fiscal  1998.  Of this net  increase,  $25.2
million is  attributable  to the provision  associated  with the gain on sale of
assets.  This amount was offset by a $2.1 million tax benefit resulting from the
amortization  of debt  issue  costs  associated  with the Bridge  Facility.  The
remaining  variance is impacted by the change in earnings  before tax.  Agrilink
Foods'  effective tax rate is negatively  impacted by the  non-deductibility  of
certain amounts of goodwill.  A further discussion of tax matters is included at
NOTE 6 to the "Notes to Consolidated Financial Statements."

Extraordinary  Item Relating to the Early  Extinguishment of Debt:  Concurrently
with  the  DFVC   Acquisition,   the  Company   refinanced   its  then  existing
indebtedness,  including its 12 1/4 percent Senior  Subordinated  Notes due 2005
and its then existing  bank debt.  Premiums and breakage  fees  associated  with
early  redemptions  and other fees  incurred  amounted to $16.4  million (net of
income taxes of $10.4 million and after allocation to Pro-Fac of $1.7 million).

                         LIQUIDITY AND CAPITAL RESOURCES

The following  discussion  highlights  the major  variances in the  Consolidated
Statement of Cash Flows for fiscal 2000 compared to fiscal 1999.

Net cash used in operating  activities of $17.7 million in fiscal 2000 increased
$5.8  million  from the fiscal  1999  balance of $11.9  million.  This  increase
primarily  results  from an  increase in  inventories  due to the decline in net
sales resulting from lower consumer demand and retail  consolidation,  offset by
variances  within  accounts  payable  and other  accruals  due to the  timing of
liquidation of outstanding balances.

Net cash used in investing  activities  was  significantly  impacted by the DFVC
Acquisition  in fiscal  1999.  The  purchase of  property,  plant and  equipment
increased  $3.3  million to $25.4  million in fiscal 2000 from $22.1  million in
fiscal 1999. The increase was primarily utilized to support additional operating
facilities acquired in conjunction with the DFVC Acquisition and was for general
operating purposes.

Net cash used in financing  activities in fiscal 2000 was  primarily  associated
with mandatory  prepayments,  including proceeds from the disposition of assets.
In addition,  the Company's  outstanding  notes payable  balance (the  Revolving
Credit Facility) was approximately $5.7 million at June 24, 2000. The balance on
this facility at June 26, 1999 was  approximately  $18.9 million.  The reduction
was primarily  attributable to changes in operating  activities  outlined above.
The financing activities in fiscal 1999 were significantly  impacted by the DFVC
Acquisition and the activities  completed  concurrently  with the acquisition to
refinance existing indebtedness.

New Credit Facility (Bank Debt): In connection  with the DFVC  Acquisition,  the
Company entered into a new credit  facility ("New Credit  Facility") with Harris
Bank as Administrative  Agent and Bank of Montreal as Syndication Agent, and the
lenders  thereunder.  The New  Credit  Facility  consists  of the  $200  million
Revolving Credit Facility and the $455 million Term Loan Facility. The Term Loan
Facility  is  comprised  of the Term A  Facility,  which has a maturity  of five
years, the Term B Facility, which has a maturity of six


<PAGE>


years,  and the Term C  Facility,  which  has a  maturity  of seven  years.  The
Revolving  Credit Facility has a maturity of five years.  All previous bank debt
was repaid in conjunction with the execution of the New Credit Facility.

The  New  Credit  Facility  bears  interest,  at the  Company's  option,  at the
Administrative  Agent's alternate base rate or the London Interbank Offered Rate
("LIBOR")  plus,  in  each  case,  applicable  margins  of:  (i) in the  case of
alternate base rate loans, (x) 1.00 percent for loans under the Revolving Credit
Facility  and the Term A Facility,  (y) 2.75  percent for loans under the Term B
Facility  and (z) 3.00  percent for loans under the Term C Facility  and (ii) in
the case of LIBOR loans,  (x) 2.75 percent for loans under the Revolving  Credit
Facility  and the Term A Facility,  (y) 3.75  percent for loans under the Term B
Facility  and (z)  4.00  percent  for  loans  under  the  Term C  Facility.  The
Administrative  Agent's  "alternate base rate" is defined as the greater of: (i)
the prime commercial rate as announced by the  Administrative  Agent or (ii) the
Federal Funds rate plus 0.50 percent. The fiscal 2000  weighted-average  rate of
interest applicable to the Term Loan Facility was 9.51 percent. In addition, the
Company pays a commitment  fee calculated at a rate of 0.50 percent per annum on
the daily average unused commitment under the Revolving Credit Facility.

Upon consummation of the DFVC  Acquisition,  the Company drew $455 million under
the Term Loan  Facility,  consisting  of $100  million,  $175  million  and $180
million of loans under the Term A Facility, Term B Facility and Term C Facility,
respectively.  Additionally,  the Company drew $93 million  under the  Revolving
Credit  Facility for seasonal  working capital needs and $14.3 million under the
Revolving  Credit  Facility  was issued for letters of credit.  During  December
1998,  the  Company's  primary  lender  exercised its right under the New Credit
Facility to transfer $50 million from the Term A Facility to the Term B and Term
C Facilities in increments of $25 million.

Utilizing  outstanding  balances  at June 24,  2000,  the Term Loan  Facility is
subject to the following amortization schedule:

(Dollars in Millions)

Fiscal Year    Term Loan A        Term Loan B         Term Loan C       Total
-----------    -----------        -----------         -----------       -----
                              (Dollars in millions)
    2001         $  10.0            $  0.4             $   0.4         $  10.8
    2002            10.0               0.4                 0.4            10.8
    2003            10.0               0.4                 0.4            10.8
    2004             9.2               0.4                 0.4            10.0
    2005             0.0             190.5                 0.4           190.9
    2006             0.0               0.0               195.0           195.0
                 -------            ------              ------         -------
                 $  39.2            $192.1              $197.0         $ 428.3
                 =======            ======              ======         =======

The Term  Loan  Facility  is  subject  to  mandatory  prepayment  under  various
scenarios as defined in the New Credit  Facility.  During fiscal 2000,  Agrilink
Foods made  mandatory  prepayments of $10.0 million from proceeds of the sale of
the Cambria facility and the pickle operations. In addition, during fiscal 2000,
principal payments of $8.3 million were made on the Term Loan Facilities.

The Company's  obligations under the New Credit Facility are collateralized by a
first-priority lien on: (i) substantially all existing or after-acquired assets,
tangible or intangible,  (ii) the capital stock of certain of Pro-Fac's  current
and future  subsidiaries  (excluding  AgriFrozen Foods, which is a subsidiary of
Pro-Fac);  and (iii) all of the Company's  rights under the agreement to acquire
DFVC  (principally   indemnification  rights)  and  the  Pro-Fac  Marketing  and
Facilitation Agreement.  The Company's obligations under the New Credit Facility
are  guaranteed by Pro-Fac and certain of the Company's  current and future,  if
any,  subsidiaries  (excluding  AgriFrozen  Foods,  which  is  a  subsidiary  of
Pro-Fac).

The New Credit Facility  contains  customary  covenants and  restrictions on the
Company's ability to engage in certain  activities,  including,  but not limited
to:  (i)  limitations  on  the  incurrence  of  indebtedness  and  liens,   (ii)
limitations on sale-leaseback  transactions,  consolidations,  mergers,  sale of
assets,  transactions  with affiliates and investments and (iii)  limitations on
dividend  and  other  distributions.  The  New  Credit  Facility  also  contains
financial   covenants   requiring   Pro-Fac  to  maintain  a  minimum  level  of
consolidated EBITDA, a minimum  consolidated  interest coverage ratio, a minimum
consolidated fixed charge coverage ratio, a maximum consolidated  leverage ratio
and a minimum level of consolidated  net worth.  Under the New Credit  Facility,
the assets, liabilities, and results of operations of AgriFrozen, Inc., which is
a  subsidiary  of Pro-Fac,  are not  consolidated  with  Pro-Fac for purposes of
determining  compliance  with the  covenants.  In  August of 1999,  the  Company
negotiated  an amendment to the original  covenants.  In  conjunction  with this
amendment, the Company incurred a fee of approximately $2.6 million. This fee is
being amortized over the remaining life of the New Credit Facility.  Pro-Fac and
the Company are in compliance with all covenants,  restrictions and requirements
under the terms of the New Credit Facility as amended.


<PAGE>


Senior  Subordinated  Notes - 11-7/8  Percent  (due  2008):  To  extinguish  the
Subordinated Bridge Facility,  the Company issued 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 and is
payable semiannually in arrears on May 1 and November 1.

The  New  Notes  represent  general   unsecured   obligations  of  the  Company,
subordinated  in right of  payment  to certain  other  debt  obligations  of the
Company (including the Company's obligations under the New Credit Facility). The
New Notes are  guaranteed  by Pro-Fac and certain of the  Company's  current and
future, if any, subsidiaries.

The New Notes  contain  customary  covenants and  restrictions  on the Company's
ability to engage in certain  activities,  including,  but not  limited  to: (i)
limitations on the incurrence of  indebtedness  and liens;  (ii)  limitations on
consolidations,  mergers,  sales of assets,  transactions  with affiliates;  and
(iii)  limitations  on  dividends  and other  distributions.  The  Company is in
compliance  with all covenants,  restrictions,  and  requirements  under the New
Notes.

Subordinated  Bridge  Facility:  To complete the DFVC  Acquisition,  the Company
entered into a  Subordinated  Bridge  Facility (the "Bridge  Facility").  During
November  1998,  the net proceeds from the sale of the New Notes,  together with
borrowings  under  the  Revolving  Credit  Facility,  were used to repay all the
indebtedness  outstanding  ($200 million plus accrued interest) under the Bridge
Facility.  The  outstanding  indebtedness  under  the  Bridge  Facility  accrued
interest at an approximate rate per annum of 10 1/2 percent. Debt issuance costs
associated with the Bridge Facility of $5.5 million were fully amortized  during
the second quarter of fiscal 1999.

Subordinated Promissory Note: As partial consideration for the DFVC Acquisition,
the Company issued to Dean Foods a Subordinated  Promissory Note for $30 million
aggregate  principal amount due November 22, 2008.  Interest on the Subordinated
Promissory Note is accrued quarterly in arrears commencing December 31, 1998, at
a rate per annum of 5  percent  until  November  22,  2003,  and at a rate of 10
percent thereafter. As the rates on the Note are below market value, the Company
has imputed the  appropriate  discount  utilizing an effective  interest rate of
11-7/8 percent.  Interest  accruing  through November 22, 2003 is required to be
paid in kind  through the  issuance by the  Company of  additional  subordinated
promissory  notes  identical to the  Subordinated  Promissory  Note. The Company
satisfied this  requirement  through the issuance of six  additional  promissory
notes each for approximately $0.4 million.  Interest accruing after November 22,
2003 is payable in cash. The Subordinated  Promissory Note may be prepaid at the
Company's option without premium or penalty.

The Subordinated  Promissory Note is expressly  subordinate to the New Notes and
the New Credit Facility and contains no financial  covenants.  The  Subordinated
Promissory Note is guaranteed by Pro-Fac.

Senior  Subordinated  Notes  - 12 1/4  Percent  - Due  2005  ("Old  Notes"):  In
conjunction  with the DFVC  Acquisition,  the Company  repurchased  $159,985,000
principal  amount of its Old Notes,  of which $160 million  aggregate  principal
amount was  previously  outstanding.  The Company paid a total of  approximately
$184 million to repurchase the Old Notes,  including interest accrued thereon of
$2.9  million.  Holders who  tendered  consented  to certain  amendments  to the
indenture relating to the Old Notes,  which eliminated or amended  substantially
all the  restrictive  covenants and certain events of default  contained in such
indenture.  The Company may  repurchase the remaining Old Notes in the future in
open market transactions, privately negotiated purchases or otherwise.

Capital  Expenditures:  The Company  anticipates  that capital  expenditures for
fiscal  years 2001 and 2002 will be  approximately  $25 million  per annum.  The
Company  believes  that cash flow from  operations  and  borrowings  under  bank
facilities  will  be  sufficient  to meet  its  liquidity  requirements  for the
foreseeable future.

Short- and Long-Term Trends: Throughout fiscal 2000 and 1999, Agrilink Foods has
focused on its core businesses and growth opportunities. During fiscal 1999, the
Company  acquired the frozen and canned  vegetable  business of Dean Foods.  The
Company believes that the DFVC Acquisition strengthened 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.  A complete  description  of the
acquisition  and  disposal  activities  completed  is  outlined at NOTE 3 to the
"Notes to Consolidated Financial Statements."

The vegetable and fruit portions of the business can be positively or negatively
affected  by weather  conditions  nationally  and the  resulting  impact on crop
yields.  Favorable  weather  conditions  can  produce  high crop  yields  and an
oversupply  situation.  This  results in  depressed  selling  prices and reduced
profitability on the inventory  produced from that year's crops.  Excessive rain
or drought conditions can produce low crop yields and a shortage situation. This
typically  results in higher selling prices and increased  profitability.  While
the  national  supply  situation  controls  the  pricing,  the supply can differ
regionally because of variations in weather.


<PAGE>


Management  believes  that the  decrease  in  consumer  demand will result in an
increased supply throughout the industry.  Accordingly,  this increase in supply
along with the current trend of the decline of 4.7 percent in unit volume within
the  private  label  frozen  vegetable  category  has  negatively  impacted  the
Company's  margin in the third and fourth  quarters of fiscal 2000 and continues
to date.

Supplemental  Information  on Inflation:  The changes in costs and prices within
the Company's  business due to inflation were not  significantly  different from
inflation in the United States economy as a whole. Levels of capital investment,
pricing and inventory  investment were not materially affected by changes caused
by inflation.

OTHER MATTERS:

Recently Issued  Accounting  Statements:  In June 1998, the FASB issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. In June 1999,
the FASB issued SFAS 137,  which  deferred the effective date of SFAS No. 133 to
fiscal years  beginning  after June 15, 2000,  and requires all  derivatives  be
measured at fair value and recorded on a company's  balance sheet as an asset or
liability,  depending  upon  the  company's  underlying  rights  or  obligations
associated  with  the  derivative   instrument.   Agrilink  Foods  currently  is
investigating the impact of this pronouncement.

Year  2000  Readiness  Disclosure:   Agrilink  Foods  has  not  experienced  any
significant  Year 2000 related system failures nor, to  management's  knowledge,
have any of the  Company's  suppliers.  Agrilink  Foods  intends to  continue to
monitor and test systems for ongoing Year 2000 compliance;  however,  management
cannot  guarantee that the systems of other companies upon which operations rely
could not be affected by issues associated with the Year 2000 conversion.

All material costs  associated with the Company's Year 2000  compliance  project
were covered under its service  agreement  with Systems and Computer  Technology
Corporation  ("SCT").  The Company's  ten-year  agreement  with SCT is currently
valued  at $50  million  and is for SCT's  OnSite  outsourcing  services,  which
includes  assistance  in solving the Year 2000 issue.  These  amounts  have been
funded through operating cash flows.

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest  Rate Risk  Management:  The  Company is  subject  to market  risk from
exposure to changes in interest  rates based on its  financing  activities.  The
Company has entered into certain financial  instrument  transactions to maintain
the desired level of exposure to the risk of interest rate  fluctuations  and to
minimize  interest  expense.  More  specifically,  the Company  entered into two
interest rate swap agreements with the Bank of Montreal.  The agreements provide
for fixed  interest  rate  payments  by the  Company in  exchange  for  payments
received at the three-month LIBOR rate. See further  discussion at NOTE 5 to the
"Notes to Consolidated  Financial  Statements"  "Debt - Interest Rate Protection
Agreements."

The following is a summary of the Company's interest rate swap agreements:

                                                       June 24, 2000
                                                       -------------
Interest Rate Swap:
Variable to Fixed - notional amount                    $250,000,000
   Average pay rate                                     4.96-5.32%
   Average receive rate                                    6.29%
   Maturities through                                      2001

The  Company  had a two-year  option to extend the  maturity  date on one of the
interest rate swap agreements with a notional amount of $100,000,000. On June 8,
1999,  the  Company  sold this  option  to Bank of  Montreal  for  approximately
$2,050,000.  The gain  resulting  from the  sale is  being  recognized  over the
remaining life of the interest rate swap.

While there is potential  that interest  rates will fall, and hence minimize the
benefits of the Company's hedge position, it is the Company's position that on a
long-term  basis,  the  possibility  of interest  rates  increasing  exceeds the
likelihood of interest  rates  decreasing.  The Company will,  however,  monitor
market conditions to adjust its position as it considers necessary.

Foreign Currency:  The Cooperative hedges certain foreign currency  transactions
by entering into forward exchange  contracts.  Gains and losses  associated with
currency rate changes on forward  exchange  contracts  hedging foreign  currency
transactions  are recorded in earnings  upon  settlement.  In fiscal  2000,  the
Cooperative  entered into forward exchange  contracts to hedge aggregate foreign
currency  exposures  of  approximately  $11.5  million.   The  forward  exchange
contracts have varying maturities ranging from July 2000 to April 2001 with cash
settlements made at maturity based upon rates agreed to at contract inception.


<PAGE>


<TABLE>
ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS
<S>                                                                                                                        <C>
     ITEM                                                                                                                  Page

Agrilink Foods, Inc. and Consolidated Subsidiaries:
   Management's Responsibility for Financial Statements....................................................................   25
   Report of Independent Accountants.......................................................................................   26
   Consolidated Financial Statements:
     Consolidated Statements of Operations, Accumulated Earnings/(Deficit), and Comprehensive Income
       for the years ended June 24, 2000, June 26, 1999, and June 27, 1998.................................................   27
     Consolidated Balance Sheets at June 24, 2000 and June 26, 1999........................................................   28
     Consolidated Statements of Cash Flows for the years ended June 24, 2000, June 26, 1999, and June 27, 1998.............   29
     Notes to Consolidated Financial Statements............................................................................   31

</TABLE>

<PAGE>














              MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

Management is  responsible  for the  preparation  and integrity of the financial
statements  and related notes which begins on the page  following the "Report of
Independent Accountants." These statements have been prepared in accordance with
accounting principles generally accepted in the United States.

The Company's  accounting  systems include internal controls designed to provide
reasonable  assurance of the reliability of its financial records and the proper
safeguarding  and use of its assets.  Such  controls are  monitored  through the
internal and external audit programs.

The  financial  statements  have been  audited  by  PricewaterhouseCoopers  LLP,
independent  accountants,  who were responsible for conducting their examination
in accordance with generally accepted auditing standards. Their resulting report
is on the subsequent page.

The  Board  of  Directors  exercises  its  responsibility  for  these  financial
statements.  The independent  accountants  and internal  auditors of the Company
have full and free access to the Board.  The Board  periodically  meets with the
independent  accountants and the internal auditors,  without management present,
to discuss accounting, auditing and financial reporting matters.

/s/ Dennis M. Mullen                  /s/ Earl L. Powers
    Dennis M. Mullen                      Earl L. Powers
    President and                         Executive Vice President Finance and
    Chief Executive Officer               Chief Financial Officer

August 1, 2000



<PAGE>













                        Report of Independent Accountants

To the Shareholder and
Board of Directors of
Agrilink Foods, Inc.

In our  opinion,  the  consolidated  balance  sheets  and  related  consolidated
statements of operations and accumulated retained earnings/(deficit) and of cash
flows  listed  under Item 8 of this Form 10-K  present  fairly,  in all material
respects, the financial position of Agrilink Foods, Inc. and its subsidiaries at
June 24, 2000 and June 26, 1999,  and the results of their  operations and their
cash flows for each of the three  years ended in the period  June 24,  2000,  in
conformity with accounting  principles  generally accepted in the United States.
These financial  statements are the responsibility of the Company's  management;
our responsibility is to express an opinion on these financial  statements based
on our audits.  We conducted our audits of these  statements in accordance  with
auditing standards generally accepted in the United States which require that we
plan and  perform the audit to obtain  reasonable  assurance  about  whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for the opinion expressed above.

Our audits of the  consolidated  financial  statements also included an audit of
the financial  statement schedule listed in the accompanying index and appearing
under  Item 14 of the  Form  10-K.  In our  opinion,  this  financial  statement
schedule  presents fairly, in all material  respects,  the information set forth
therein for the fiscal  years ended June 24, 2000,  June 26, 1999,  and June 27,
1998 when read in conjunction with the consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

     PRICEWATERHOUSECOOPERS LLP

     Rochester, New York
     August 1, 2000


<PAGE>


                              FINANCIAL STATEMENTS

<TABLE>
Agrilink Foods, Inc.
Consolidated Statements of Operations, Accumulated Earnings/(Deficit), and Comprehensive Income
(Dollars in Thousands)
<CAPTION>

                                                                                         Fiscal Years Ended
                                                                           ------------------------------------------------
                                                                           June 24, 2000     June 26, 1999    June 27, 1998
                                                                           -------------     -------------    -------------
<S>                                                                         <C>               <C>              <C>
Net sales                                                                   $ 1,182,627       $ 1,210,506      $    719,665
Cost of sales                                                                  (809,633)         (854,768)         (524,082)
                                                                            -----------       -----------      ------------
Gross profit                                                                    372,994           355,738           195,583
Selling, administrative, and general expenses                                  (279,337)         (287,672)         (141,837)
Gains on sales of assets                                                          6,635            64,734                 0
Restructuring                                                                         0            (5,000)                0
Income from joint venture                                                         2,418             2,787             1,893
                                                                            -----------       -----------      ------------
Operating income before dividing with Pro-Fac                                   102,710           130,587            55,639
Interest expense                                                                (78,054)          (65,339)          (30,633)
Amortization of debt issue costs associated with the Bridge Facility                  0            (5,500)                0
                                                                            -----------       -----------      ------------
Pretax income before dividing with Pro-Fac and before extraordinary
   item                                                                          24,656            59,748            25,006
Pro-Fac share of income before extraordinary item                               (12,328)           (1,658)          (12,503)
                                                                            -----------       -----------      ------------
Income before taxes and extraordinary item                                       12,328            58,090            12,503
Tax provision                                                                    (5,904)          (24,770)           (5,689)
                                                                            -----------       -----------      ------------
Income before extraordinary item                                                  6,424            33,320             6,814
Extraordinary item relating to the early extinguishment of debt (net
   of income taxes and after dividing with Pro-Fac)                                   0           (16,366)                0
                                                                            -----------       -----------      ------------
Net income                                                                        6,424            16,954             6,814
Accumulated deficit at beginning of period                                       (2,424)          (11,878)          (11,878)
Dividends to Pro-Fac                                                                  0            (7,500)           (6,814)
                                                                            -----------       -----------      ------------
Accumulated earnings/(deficit) at end of period                             $     4,000       $    (2,424)     $    (11,878)
                                                                            ===========       ===========      ============
Accumulated other comprehensive income at beginning of period               $      (763)      $      (608)     $          0
Minimum pension liability adjustment                                                238              (155)             (608)
                                                                            -----------       -----------      ------------
Accumulated other comprehensive income at end of period                     $      (525)      $      (763)     $       (608)
                                                                            ===========       ===========      ============

Net income                                                                  $     6,424       $    33,320      $      6,814
Other comprehensive income:
   Minimum pension liability                                                        238              (155)             (608)
                                                                            -----------       -----------      ------------
Comprehensive income                                                        $     6,662       $    33,165      $      6,206
                                                                            ===========       ===========      ============

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


<PAGE>


<TABLE>
Agrilink Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
                                     ASSETS

                                                                                                       June 24,          June 26,
                                                                                                         2000              1999
                                                                                                    ------------       -----------
<S>                                                                                                  <C>               <C>
Current assets:
   Cash and cash equivalents                                                                         $     4,994       $     6,540
   Accounts receivable trade, net of allowances for doubtful accounts of
     $887 and $1,202, respectively                                                                        95,499            81,430
   Accounts receivable, other                                                                              9,855             6,184
   Income taxes refundable                                                                                 7,331             9,360
   Current deferred tax asset                                                                             11,552            15,565
   Inventories -
     Finished goods                                                                                      250,112           247,389
     Raw materials and supplies                                                                           45,185            46,181
                                                                                                     -----------       -----------
       Total inventories                                                                                 295,297           293,570
                                                                                                     -----------       -----------
   Current investment in CoBank                                                                            2,927             2,403
   Prepaid manufacturing expense                                                                          20,296            18,217
   Prepaid expenses and other current assets                                                              18,706            17,989
                                                                                                     -----------       -----------
       Total current assets                                                                              466,457           451,258
Investment in CoBank                                                                                      15,893            19,693
Investment in Great Lakes Kraut Company, LLC                                                               6,775             6,679
Property, plant, and equipment, net                                                                      317,994           339,753
Assets held for sale at net realizable value                                                                 339               890
Goodwill and other intangible assets, net of accumulated amortization of $28,248
   and $22,031, respectively                                                                             258,545           260,733
Other assets                                                                                              23,484            21,655
Note receivable due from Pro-Fac                                                                           9,400             9,400
                                                                                                     -----------       -----------
       Total assets                                                                                  $ 1,098,887       $ 1,110,061
                                                                                                     ===========       ===========
                      LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
   Notes payable                                                                                     $     5,700       $    18,900
   Current portion of obligations under capital leases                                                       218               208
   Current portion of long-term debt                                                                      16,583             8,670
   Accounts payable                                                                                       80,687            96,800
   Accrued interest                                                                                       11,398             5,476
   Accrued employee compensation                                                                          10,114            13,717
   Other accrued expenses                                                                                 64,138            60,242
   Due to Pro-Fac                                                                                          9,141            15,067
   Due to AgriFrozen                                                                                      14,384             6,815
                                                                                                     -----------       -----------
       Total current liabilities                                                                         212,363           225,895
Obligations under capital leases                                                                             520               568
Long-term debt                                                                                           644,712           668,316
Deferred income tax liabilities                                                                           32,262            23,174
Other non-current liabilities                                                                             29,852            28,224
                                                                                                     -----------       -----------
       Total liabilities                                                                                 919,709           946,177
                                                                                                     -----------       -----------
Commitments and Contingencies
Shareholder's Equity:
   Common stock, par value $.01; 10,000 shares outstanding, owned by Pro-Fac                                   0                 0
   Additional paid-in capital                                                                            175,703           167,071
   Accumulated earnings/(deficit)                                                                          4,000            (2,424)
   Accumulated other comprehensive income:
     Minimum pension liability adjustment                                                                   (525)             (763)
                                                                                                     -----------       -----------
       Total shareholder's equity                                                                        179,178           163,884
                                                                                                     -----------       -----------
       Total liabilities and shareholder's equity                                                    $ 1,098,887       $ 1,110,061
                                                                                                     ===========       ===========

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


<PAGE>


<TABLE>
Agrilink Foods, Inc.
Consolidated Statements of Cash Flows

(Dollars in Thousands)
<CAPTION>

                                                                                                 Fiscal Years Ended
                                                                                    -----------------------------------------------
                                                                                    June 24, 2000   June 26, 1999     June 27, 1998
                                                                                    -------------   -------------     -------------
<S>                                                                                  <C>               <C>              <C>
Cash Flows From Operating Activities:
   Net income                                                                        $  6,424          $ 16,954          $  6,814
   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 and after dividing with Pro-Fac)                                  0           16,366                0
     Gains on sales of assets                                                          (6,635)          (64,734)                0
     Loss on disposal of assets                                                             0               353                 0
     Amortization of goodwill and other intangibles                                     8,768             9,396             3,581
     Amortization of debt issue costs (including fees associated with
      the Bridge Facility)                                                              4,318             7,678               800

     Interest in-kind on Subordinated Promissory Note                                   1,571               782                 0
     Depreciation                                                                      30,313            23,804            18,009
     Equity in undistributed earnings of CoBank                                          (102)             (520)             (715)
     Provision for deferred taxes                                                       9,000             9,742               281
     Provision for losses on accounts receivable                                          201               208                17
     Change in assets and liabilities:
       Accounts receivable                                                            (15,276)           (2,048)           (9,293)
       Inventories and prepaid manufacturing                                          (51,802)           33,083           (25,654)
       Income taxes payable/refundable                                                  2,029            (3,193)           (1,209)
       Accounts payable, and accrued expenses                                          (8,477)          (51,768)           18,269
       Due (from)/to Pro-Fac                                                           (5,926)              683            (1,720)
       Other assets and liabilities                                                     7,888            (8,695)          (11,322)
                                                                                     --------          --------         ---------
Net cash (used in)/provided by operating activities                                   (17,706)          (11,909)           (2,142)
                                                                                     --------          --------         ---------
Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                                         (25,428)          (22,064)          (14,056)
   Proceeds from disposals                                                             64,360            93,486            12,794
   Proceeds from sales of idle facilities                                                   0             1,427                 0
   Proceeds from investment in CoBank                                                   3,378             2,795             1,611
   Cash paid for acquisitions                                                            (250)         (443,531)           (7,423)
                                                                                     --------          --------         ---------
Net cash provided by/(used in) investing activities                                    42,060          (367,887)           (7,074)
                                                                                     --------          --------         ---------
Cash Flows From Financing Activities:
   Net proceeds from notes payable                                                    (13,200)           18,900                 0
   Proceeds from issuance of long-term debt                                                 0           677,100            18,180
   Payments on long-term debt                                                         (18,470)         (287,574)           (8,076)
   Payments on capital leases                                                            (238)             (282)             (616)
   Cash paid for debt issuance costs and amendments                                    (2,624)          (19,354)                0
   Capital contribution by Pro-Fac                                                      8,632                 0             8,752
   Dividends paid to Pro-Fac                                                                0            (7,500)           (6,814)
                                                                                     --------          --------         ---------
Net cash (used in)/provided by financing activities                                   (25,900)          381,290            11,426
                                                                                     --------          --------         ---------
Net change in cash and cash equivalents                                                (1,546)            1,494             2,210
Cash and cash equivalents at beginning of period                                        6,540             5,046             2,836
                                                                                     --------          --------         ---------
Cash and cash equivalents at end of period                                           $  4,994          $  6,540          $  5,046
                                                                                     ========          ========         =========
Supplemental Disclosure of Cash Flow Information:
   Cash paid during the year for :
     Interest (net of amount capitalized)                                            $ 72,132          $ 68,422         $  30,062
                                                                                     ========          ========         =========
     Income taxes refunded/(paid), net                                               $  6,637          $(12,935)        $  (6,617)
                                                                                     ========          ========         =========

Acquisition of Flavor Destinations Trademark:
   Goodwill and other intangible assets                                              $    250          $      0          $      0

Acquisition of Erin's Gourmet Popcorn:
       Inventories                                                                   $      0          $     33          $      0
       Property, plant, and equipment                                                       0                26                 0
       Goodwill and other intangible assets                                                 0               554                 0
                                                                                     --------          --------         ---------
                                                                                     $      0          $    613          $      0
                                                                                     ========          ========         =========

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


<PAGE>


<TABLE>
Agrilink Foods, Inc.
Consolidated Statement of Cash Flows (Continued)

(Dollars in Thousands)
<CAPTION>

                                                                                                Fiscal Years Ended
                                                                                 June 24, 2000    June 26, 1999      June 27, 1998

     <S>                                                                          <C>               <C>              <C>
     Acquisition of Dean Foods Vegetable Company:
       Accounts receivable                                                        $      0          $24,201          $      0
       Current deferred tax asset                                                        0           30,645                 0
       Inventories                                                                       0          195,674                 0
       Prepaid expenses and other current assets                                         0            6,374                 0
       Property, plant, and equipment                                                    0          154,527                 0
       Assets held for sale                                                              0               49                 0
       Goodwill and other intangible assets                                              0          182,010                 0
       Accounts payable                                                                  0          (40,865)                0
       Accrued employee compensation                                                     0           (8,437)                0
       Other accrued expenses                                                            0          (75,778)                0
       Long-term debt                                                                    0           (2,752)                0
       Subordinated promissory note                                                      0          (22,590)                0
       Other assets and liabilities, net                                                 0           (2,453)                0
                                                                                  --------          --------         --------
                                                                                  $      0          $440,605         $      0
                                                                                  ========          ========         ========

     Acquisition of J.A. Hopay Distributing Co., Inc.:
       Accounts receivable                                                        $      0          $   420          $      0
       Inventories                                                                       0              153                 0
       Property, plant, and equipment                                                    0               51                 0
       Goodwill and other intangible assets                                              0            3,303                 0
       Other accrued expenses                                                            0             (251)                0
       Obligation for covenant not to compete                                            0           (1,363)                0
                                                                                  --------          --------         --------
                                                                                  $      0          $ 2,313          $      0
                                                                                  ========          ========         ========

     Acquisition of DelAgra:
       Accounts receivable                                                        $      0          $     0          $    403
       Inventories                                                                       0                0             3,212
       Prepaid expenses and other current assets                                         0                0                81
       Property, plant, and equipment                                                    0                0             1,842
       Goodwill and other intangible assets                                              0                0             1,508
       Other accrued expenses                                                            0                0              (433)
                                                                                  --------          --------         --------
                                                                                  $      0          $     0          $  6,613
                                                                                  ========          ========         ========
     Acquisition of C&O Distributing Company:
       Property, plant, and equipment                                             $      0          $     0          $     54
       Goodwill and other intangible assets                                              0                0               756
                                                                                  --------          --------         --------
                                                                                  $      0          $     0          $    810
                                                                                  ========          ========         ========

     Investment in Great Lakes Kraut Company, LLC:
       Inventories                                                                $      0          $     0          $  2,175
       Prepaid expenses and other current assets                                         0                0               409
       Property, plant, and equipment                                                    0                0             6,966
       Other accrued expenses                                                            0                0               (62)
                                                                                  --------          --------         --------
                                                                                  $      0          $     0          $  9,488
                                                                                  ========          ========         ========

Supplemental schedule of non-cash investing and financing activities:

   Capital lease obligations incurred                                             $    171          $   320          $    222
                                                                                  ========          ========         ========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>


<PAGE>


                              AGRILINK FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.       SUMMARY OF ACCOUNTING POLICIES

Agrilink Foods,  Inc. (the "Company" or "Agrilink  Foods"),  incorporated in New
York in 1961, is a producer and marketer of processed food products. The Company
has four primary product lines including: vegetables, fruits, snacks, and canned
meals. The majority of each of the product lines' net sales is within the United
States. In addition, all of the Company's operating facilities, excluding one in
Mexico, are within the United States.  The Company is a wholly-owned  subsidiary
of Pro-Fac Cooperative, Inc. ("Pro-Fac" or the "Cooperative"). On March 1, 2000,
the Cooperative announced it will begin doing business as Agrilink. In addition,
the board of  directors  of Agrilink  Foods 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  entity  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.

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance with accounting  principles  generally  accepted in the United States
which  requires  management to make  estimates and  assumptions  that affect the
reported  amounts of assets and liabilities and disclosure of contingent  assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from these estimates.

Fiscal  Year:  The fiscal year of Agrilink  Foods  corresponds  with that of its
parent,  Pro-Fac,  and ends on the last Saturday in June. Fiscal 2000, 1999, and
1998 each comprised 52 weeks.

Consolidation: The consolidated financial statements include the Company and its
wholly-owned  subsidiaries  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 and 1998 have been reclassified
to conform with the current presentation.

Restructuring:  During  the third  quarter of fiscal  1999,  the  Company  began
implementation of 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 (which have improved annual
earnings  by   approximately   $8.0  million).   Efforts  have  focused  on  the
consolidation  of operating  functions and the  elimination of  approximately  5
percent of the work force.  Reductions  in  personnel  include  operational  and
administrative  positions.  Of this charge,  $3.3 million has been liquidated to
date, and the remaining  termination  benefits are  anticipated to be liquidated
within the next 12 months.

Extraordinary  Item Relating to the Early  Extinguishment of Debt: During fiscal
1999,  the Company  refinanced its existing  indebtedness,  including its 12 1/4
percent  Senior  Subordinated  Notes due 2005 and its then  existing  bank debt.
Premiums and breakage  fees  associated  with early  redemptions  and other fees
incurred  amounted to $16.4  million (net of income  taxes of $10.4  million and
after  allocation  to  Pro-Fac  of $1.7  million).  See NOTE 3 to the  "Notes to
Consolidated Financial Statements."

Cash  and  Cash  Equivalents:  Cash  and  cash  equivalents  include  short-term
investments with original maturities of three months or less. There were no such
short-term investments at June 24, 2000 or June 26, 1999.

Inventories:  Inventories  are  stated  at the  lower of cost or  market  on the
first-in, first-out ("FIFO") method. Reserves recorded at June 24, 2000 and June
26, 1999 were $1,106,000 and $2,777,000, respectively. Reductions to the reserve
were recorded in fiscal 2000 as related inventory was disposed.

Investment  in CoBank:  The  Company's  investment  in CoBank is  required  as a
condition of borrowing.  These  securities are not physically  issued by CoBank,
but rather the Company is notified as to their monetary value. The investment is
carried at cost plus the Company's share of the undistributed earnings of CoBank
(that portion of patronage refunds not distributed currently in cash).

Earnings on the Company's  investment in CoBank in fiscal year 2000,  1999,  and
1998 amounted to $147,000, $743,000, and $1,023,000, respectively.


<PAGE>


Prepaid Manufacturing Expense:  Allocation of manufacturing overhead to finished
goods produced is on the basis of a production  period;  thus at the end of each
period,  manufacturing costs incurred by seasonal plants,  subsequent to the end
of previous  pack  operations,  are deferred  and  included in the  accompanying
balance  sheet.  Such  costs are  applied  to  finished  goods  during  the next
production period and recognized as an element of cost of goods sold.

Property, Plant, and Equipment and Related Lease Arrangements:  Property, plant,
and equipment  are  depreciated  over the  estimated  useful lives of the assets
using the straight-line method, half-year convention, over 4 to 40 years.

Lease arrangements are capitalized when such leases convey  substantially all of
the risks and benefits  incidental  to ownership.  Capital  leases are amortized
over either the lease term or the life of the  related  assets,  depending  upon
available purchase options and lease renewal features.

Assets  held  for sale are  separately  classified  on the  balance  sheet.  The
recorded value represents an estimate of net realizable value.

Goodwill and Other Intangibles: Goodwill and other intangible assets include the
cost in excess of the fair value of net  tangible  assets  acquired  in purchase
transactions and acquired  non-competition  agreements and trademarks.  Goodwill
and  other  intangible  assets,  stated  net of  accumulated  amortization,  are
amortized on a straight-line basis over 3 to 35 years. The Company  periodically
assesses whether there has been a permanent impairment in the value of goodwill.
This is accomplished by determining  whether the estimated,  undiscounted future
cash flows from operating activities exceed the carrying value of goodwill as of
the  assessment  date.  Should  aggregate  future  cash  flows be less  than the
carrying  value,  a writedown  would be  required,  measured  by the  difference
between the discounted future cash flows and the carrying value of goodwill.

Other Assets:  Other assets are primarily comprised of debt issuance costs. Debt
issuance  costs are amortized  over the term of the debt.  Amortization  expense
incurred,  including  $5,500,000 of fees  associated with the Bridge Facility in
fiscal 1999 were approximately $2,758,000,  $7,678,000,  and $800,000, in fiscal
2000, 1999, and 1998, respectively.

Income  Taxes:  Income  taxes are  provided  on income for  financial  reporting
purposes.  Deferred  income taxes resulting from temporary  differences  between
financial  reporting  and tax  reporting  are  appropriately  classified  in the
balance sheet.

Pension:  The  Company  and its  subsidiaries  have  several  pension  plans and
participate  in various  union  pension  plans  which on a combined  basis cover
substantially  all employees.  Charges to income with respect to plans sponsored
by the Company and its subsidiaries are based upon actuarially determined costs.
Pension  liabilities are funded by periodic payments to the various pension plan
trusts.

Derivative Financial  Instruments:  The Company does not engage in interest rate
speculation.  Derivative  financial  instruments  are utilized to hedge interest
rate risks and are not held for trading purposes.

The Company  enters into  interest  rate swap  agreements  to limit  exposure to
interest  rate  movements.  Net  payments or receipts  are accrued  into prepaid
expenses and other current assets and/or other accrued expenses and are recorded
as adjustments to interest  expense.  Interest rate instruments are entered into
for periods no greater than the life of the underlying transaction being hedged.
Management  anticipates  that  all  interest  rate  derivatives  will be held to
maturity.   Any  gains  or  losses  on  prematurely   terminated  interest  rate
derivatives  will  be  recognized  over  the  remaining  life,  if  any,  of the
underlying transaction as an adjustment to interest expense.

Commodities  Options  Contracts:  In  connection  with the  purchase  of certain
commodities for anticipated manufacturing requirements, the Company occasionally
enters into  options  contracts  as deemed  appropriate  to reduce the effect of
price  fluctuations.  These  options  contracts are accounted for as hedges and,
accordingly,  gains and losses are deferred and  recognized  in cost of sales as
part of the product cost.  These activities are not significant to the Company's
operations as a whole.

Foreign Currency:  The Cooperative hedges certain foreign currency  transactions
by entering into forward exchange  contracts.  Gains and losses  associated with
currency rate changes on forward  exchange  contracts  hedging foreign  currency
transactions  are recorded in earnings  upon  settlement.  In fiscal  2000,  the
Cooperative  entered into forward exchange  contracts to hedge aggregate foreign
currency  exposures  of  approximately  $11.5  million.   The  forward  exchange
contracts have varying maturities ranging from July 2000 to April 2001 with cash
settlements made at maturity based upon rates agreed to at contract inception.


<PAGE>


Recently Issued  Accounting  Statements:  In June 1998, the FASB issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. In June 1999,
the FASB issued SFAS 137,  which  deferred the effective date of SFAS No. 133 to
fiscal years  beginning  after June 15, 2000,  and requires all  derivatives  be
measured at fair value and recorded on a company's  balance sheet as an asset or
liability,  depending  upon  the  company's  underlying  rights  or  obligations
associated  with  the  derivative   instrument.   Agrilink  Foods  currently  is
investigating the impact of this pronouncement.

Casualty  Insurance:  The  Company  is  insured  for  workers  compensation  and
automobile  liability  through a primarily  self-insured  program.  The Company
accrues for the estimated losses from both asserted and unasserted  claims.  The
estimate  of  the  liability  for  unasserted  claims  arising  from  unreported
incidents is based on an analysis of  historical  claims  data.  The accrual for
casualty  insurance at June 24, 2000 and June 26, 1999 was $5.2 million and $6.3
million, respectively.

Environmental  Expenditures:  Environmental expenditures that pertain to current
operations   are  expensed  or   capitalized   consistent   with  the  Company's
capitalization  policy.  Expenditures  that  result from the  remediation  of an
existing  condition  caused by past operations that do not contribute to current
or  future  revenues  are  expensed.  Liabilities  are  recorded  when  remedial
activities are probable, and the cost can be reasonably estimated.

Advertising:  Production  costs of commercials  and  programming  are charged to
operations in the year first aired. The costs of other advertising promotion and
marketing  programs  are  charged  in the  year  incurred.  Advertising  expense
incurred  in  fiscal  year  2000,  1999,  and  1998  amounted  to  approximately
$43,195,000, $38,158,000, and $9,878,000, respectively.

Earnings Per Share Data Omitted:  Earnings per share amounts are not  presented,
as subsequent to November 3, 1994, the Company is a  wholly-owned  subsidiary of
Pro-Fac.

Disclosures About Fair Value of Financial Instruments: The following methods and
assumptions  were used by the Company in estimating  its fair value  disclosures
for financial instruments:

         Cash and Cash Equivalents,  Accounts Receivable, and Notes Payable: The
         carrying amount  approximates  fair value because of the short maturity
         of these instruments.

         Long-Term  Investments:  The carrying value of the investment in CoBank
         was $18.8  million at June 24,  2000.  As there is no market  price for
         this investment, a reasonable estimate of fair value is not possible.

         Long-Term Debt: The fair value of the long-term debt is estimated based
         on the quoted  market  prices for the same or similar  issues or on the
         current rates offered for debt of the same  remaining  maturities.  See
         NOTE 5 to the "Notes to Consolidated Financial Statements."

NOTE 2.       AGREEMENTS WITH PRO-FAC

Effective  November 3, 1994,  the Company  became a  wholly-owned  subsidiary of
Pro-Fac.

The Company's  contractual  relationship  with Pro-Fac is defined in the Pro-Fac
Marketing and Facilitation  Agreement  ("Agreement").  Under the Agreement,  the
Company 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  Agreement.  For the fiscal  years ended 2000,
1999,  and 1998 the CMV for all crops  supplied  by  Pro-Fac  amounted  to $69.6
million, $62.2 million, and $58.5 million, respectively.

Under the  Agreement  the Company 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's  board of directors.
The volume and type of crops to be  purchased  by  Agrilink  Foods from  Pro-Fac
under the Agreement  are  determined  pursuant to its annual profit plan,  which
requires the approval of a majority of the Disinterested Directors. In addition,
under the  agreement,  in any year in which the Company has earnings on products
which were processed from crops supplied by Pro-Fac  ("Pro-Fac  Products"),  the
Company pays to Pro-Fac,  as  additional  patronage  income,  90 percent of such
earnings,  but in no case more than 50  percent of all  pretax  earnings  of the
Company. In years in which the Company has losses on


<PAGE>


Pro-Fac Products,  the Company reduces the CMV it would otherwise pay to Pro-Fac
by 90  percent  of such  losses,  but in no case by more than 50  percent of all
pretax losses of the Company. Additional patronage income is paid to Pro-Fac for
services  provided to Agrilink  Foods,  including  the provision of a long term,
stable crop supply,  favorable payment terms for crops, and the sharing of risks
of 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.  For the fiscal years 2000 and 1998 such  additional  patronage
income amounted to $12.3 million and $12.5 million, respectively.  During fiscal
1999, there was no additional patronage income. Under the Agreement,  Pro-Fac is
required to reinvest at least 70 percent of the additional  Patronage  income in
Agrilink  Foods.  Since Pro-Fac's  acquisition of Agrilink in 1994,  Pro-Fac has
invested an additional $29.9 million in the Company.

In the first  quarter of fiscal 1999,  the Company  reclassified  a $9.4 million
demand receivable due from Pro-Fac  reflecting the conversion of such receivable
to a  non-interest  bearing,  long-term  obligation  due from  Pro-Fac  having a
10-year maturity.

NOTE 3.       ACQUISITIONS AND DISPOSALS

Fiscal 2000 -

Sale of Pickle Business:  On June 23, 2000, the Company sold its pickle business
based in Tacoma, Washington to Dean Pickle and Specialty Products. This business
included pickle, pepper, and relish products sold primarily under the Nalley and
Farman's  brand names.  The Company  received  proceeds of  approximately  $10.3
million  which were applied to bank loans ($4.0  million of which was applied to
the Term Loan  Facility and $6.3  million of which was applied to the  Company's
Revolving Credit Facility).  A gain of approximately $4.3 million was recognized
on this transaction.

On July 21,  2000,  the Company sold the  machinery  and  equipment  utilized in
production  of pickles and other  related  products to Dean Pickle and Specialty
Products.  No significant gain or loss was recognized on this  transaction.  Net
proceeds of approximately $3.2 million were applied to the Term Loan Facility.

This  transaction  did not include any other products  carrying the Nalley brand
name,  including prepared canned meal products.  Agrilink Foods will continue to
contract pack Nalley and Farman's  pickle  products for a period of two years at
the existing Tacoma processing plant which Agrilink Foods will operate.

Under a related  agreement,  the Cooperative  will supply raw cucumbers grown in
the  Northwestern  United  States to Dean Pickle and  Specialty  Products  for a
minimum 10-year period at market pricing.

Sale of Midwest Private Label Canned  Vegetable  Business:  On November 8, 1999,
the Company  completed the sale of Agrilink  Foods' Midwest private label canned
vegetable  business  to  Seneca  Foods.  Included  in this  transaction  was the
Arlington,  Minnesota  facility.  The Company received proceeds of approximately
$42.4 million which were applied to borrowings  outstanding  under the Company's
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 the Company'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 the  Company's
Cambria,  Wisconsin  processing  facility  to Del Monte.  The  Company  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 the Company's Revolving Credit Facility). A gain of approximately
$2.3  million was  recognized  on this  transaction.  The sale also  includes an
agreement  for Del Monte to produce a portion of Agrilink  Foods'  product needs
during the 2000 packing season.

Fiscal 1999 -

Sale of Adams Brand Peanut Butter  Operations:  On January 29, 1999, the Company
sold the Adams brand peanut butter  operations to the J.M. Smucker Company.  The
Company received  proceeds of approximately  $13.5 million which were applied to
outstanding bank loans. A gain of  approximately  $3.5 million was recognized on
this transaction.

Acquisition of Erin's Gourmet Popcorn:  On January 5, 1999, the Company acquired
the assets of Erin's Gourmet Popcorn ("Erin's"),  a Seattle-based,  ready-to-eat
popcorn  manufacturer.  The  acquisition  was accounted  for as a purchase.  The
purchase price was approximately $0.6 million. Intangibles of approximately $0.6
million were recorded in conjunction with this transaction and are


<PAGE>


being  amortized  over 3 to 30  years.  The  operations  from  Erin's  have been
included in the Company's statement of operations since the acquisition date.

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

Acquisition of 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.  The Company had the right,  exercisable
until July 15, 1999, to require Dean Foods,  jointly with the Company,  to treat
the DFVC Acquisition as an asset sale for tax purposes under Section  338(h)(10)
of the Internal  Revenue Code. On April 15, 1999, the Company paid $13.2 million
to Dean Foods and exercised the election.

After the DFVC Acquisition,  DFVC was merged into the Company. 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.  The Company  believes that the DFVC Acquisition has
strengthened  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.

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

(Dollars in Millions)
                                                       Fiscal Year Ended
                                                        June 26, 1999
                                                       -----------------

Net sales                                                  $ 1,307.6
Income before extraordinary items                          $    23.4
Net income                                                 $     7.0

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 then
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 $176.5
million,  excluding interest owed and breakage fees outstanding thereunder.  The
Company  recognized an extraordinary  item of $16.4 million (net of income taxes
and after dividing with Pro-Fac) 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 "Bridge  Facility") and (iii) issued the
$30 million Subordinated  Promissory Note to Dean Foods. The Bridge Facility was
repaid during November of 1998  principally  with the proceeds from a new Senior
Subordinated Note


<PAGE>


Offering.  See NOTE 5 - "Debt - Senior  Subordinated  Notes 11-7/8  Percent (due
2008)." Debt issue costs of $5.5  million  associated  with the Bridge  Facility
were expensed during the quarter ended December 26, 1998.

Acquisition of J.A. Hopay  Distributing  Co, Inc.:  Effective July 21, 1998, the
Company  acquired J.A.  Hopay  Distributing  Co., Inc.  ("Hopay") of Pittsburgh,
Pennsylvania.  Hopay distributed snack products for Snyder of Berlin, one of the
Company's  businesses  included within its snack foods unit. The acquisition was
accounted for as a purchase. The purchase price (net of liabilities assumed) was
approximately  $2.3  million.  Intangibles  of  approximately  $3.3 million were
recorded in conjunction  with this transaction and are being amortized over 5 to
30 years.

The effects of the Hopay  acquisition  are not material and,  accordingly,  have
been excluded from the above pro forma  presentation.  The operations from Hopay
have  been  included  in  the  Company's   statement  of  operations  since  the
acquisition date.

Fiscal 1998 -

Sale of Michigan  Distribution  Center:  Effective  March 31, 1998,  the Company
entered into a multiyear  logistics  agreement  under which GATX  Logistics will
provide freight  management,  packaging and labeling services,  and distribution
support to and from  production  facilities  owned by the  Company in and around
Coloma,  Michigan.  The agreement  included the sale of the  Company's  labeling
equipment  and  distribution  center.  The  Company  received  proceeds of $12.6
million for the equipment and facility  which were applied to  outstanding  bank
loans. No significant gain or loss occurred as a result of this transaction.

Acquisition of DelAgra Corp.: Effective March 30, 1998, the Company acquired the
majority of assets and the business of DelAgra Corp. of  Bridgeville,  Delaware.
DelAgra Corp. is a producer of private label frozen vegetables.  The acquisition
was  accounted  for as a purchase.  The purchase  price was  approximately  $6.6
million.  Goodwill of approximately $0.6 million and $0.9 million for a covenant
not to compete were recorded in conjunction with this transaction. These amounts
are being amortized over 30 and 5 years, respectively. The operations of DelAgra
Corp.  have been  included in the Company's  Statement of  Operations  since the
acquisition date.

Acquisition of C&O Distributing  Company.:  Effective March 9, 1998, the Company
acquired the majority of assets and the business of C&O Distributing  Company of
Canton,  Ohio. C&O distributes  snack products for Snyder of Berlin,  one of the
Company's  businesses  included within its snack foods unit. The acquisition was
accounted for as a purchase.  The purchase price was approximately $0.8 million.
Intangibles of approximately $0.8 million were recorded in conjunction with this
transaction  and are being  amortized over 30 years.  The operations of C&O have
been included in the Company's  Statement of  Operations  since the  acquisition
date.

Formation of New  Sauerkraut  Company:  Effective  July 1, 1997, the Company and
Flanagan Brothers,  Inc. of Bear Creek,  Wisconsin  contributed all their assets
involved in sauerkraut  production to form a new  sauerkraut  company.  This new
company,  Great  Lakes  Kraut  Company,  LLC,  operates  as a New  York  limited
liability  company with ownership and earnings  divided  equally between the two
companies.  The joint  venture  is  accounted  for using  the  equity  method of
accounting.  Summarized financial  information of Great Lakes Kraut Company, LLC
is as follows:

Condensed Statement of Earnings
(Dollars in Thousands)

                                            Fiscal Years Ended
                             ------------------------------------------------
                             June 24, 2000     June 26, 1999    June 27, 1998
                             -------------     -------------    -------------

Net sales                      $   32,200        $   30,174       $   27,620
Gross profit                   $    9,150        $    9,392       $    7,439
Operating income               $    5,488        $    6,267       $    4,411
Net income                     $    4,836        $    5,575       $    3,786



<PAGE>


Condensed Balance Sheet
(Dollars in Thousands)

                               June 24, 2000     June 26, 1999
                               -------------     -------------

Current assets                 $   12,464        $   14,112
Noncurrent assets              $   22,081        $   21,669
Current liabilities            $   13,158        $   13,237
Noncurrent liabilities         $    4,579        $    5,736

NOTE 4.       PROPERTY, PLANT AND EQUIPMENT AND RELATED OBLIGATIONS

The  following  is a summary  of  property,  plant  and  equipment  and  related
obligations at June 24, 2000 and June 26, 1999:

<TABLE>
(Dollars in Thousands)
<CAPTION>

                                                    June 24, 2000                                  June 26, 1999
                                       ---------------------------------------      -------------------------------------------
                                          Owned        Leased                          Owned          Leased
                                          Assets       Assets          Total           Assets         Assets            Total
                                       -----------   ----------      ---------      ----------      ----------       ----------

<S>                                    <C>           <C>             <C>            <C>             <C>              <C>
Land                                   $   14,143    $       0       $  14,143      $   15,554      $       0        $   15,554
Land improvements                           7,297            0           7,297           7,907              0             7,907
Buildings                                 108,055          395         108,450         106,414            395           106,809
Machinery and equipment                   287,532          936         288,468         280,241            827           281,068
Construction in progress                   13,228            0          13,228          17,599              0            17,599
                                       ----------    ---------       ---------      ----------      ---------        ----------
                                          430,255        1,331         431,586         427,715          1,222           428,937
Less accumulated depreciation            (112,888)        (704)       (113,592)        (88,620)          (564)          (89,184)
                                       ----------    ---------       ---------      ----------      ---------        ----------
Net                                    $  317,367    $     627       $ 317,994      $  339,095      $     658        $  339,753
                                       ==========    =========       =========      ==========      =========        ==========
Obligations under capital leases1                    $     738                                      $     776
Less current portion                                      (218)                                          (208)
                                                     ---------                                      ---------
Long-term portion                                    $     520                                      $     568
                                                     =========                                      =========

<FN>
1  Represents the present value of net minimum lease payments  calculated at the
   Company's  incremental  borrowing rate at the inception of the leases,  which
   ranged from 6.3 to 9.8 percent.
</FN>
</TABLE>

Interest capitalized in conjunction with construction  amounted to approximately
$691,000, $259,000, and $248,000 in fiscal 2000, 1999, and 1998, respectively.

The following is a schedule of future minimum lease  payments  together with the
present value of the minimum lease payments related to capitalized  leases, both
as of June 24, 2000:

(Dollars in Thousands)

Fiscal Year Ending Last                   Capital    Operating    Total Future
   Saturday In June                       Leases       Leases      Commitment
-----------------------                   -------    ----------   ------------
       2001                               $   294    $   4,690     $   4,984
       2002                                   222        2,647         2,869
       2003                                   147        1,584         1,731
       2004                                   121          826           947
       2005                                    89          403           492
   Later years                                 35          314           349
                                          -------    ---------     ---------
Net minimum lease payments                    908    $  10,464     $  11,372
                                                     =========     =========
Less amount representing interest            (170)
                                          -------
Present value of minimum lease payments   $   738
                                          =======

Total rent expense related to operating leases (including lease  arrangements of
less than one year which are not  included in the  previous  table)  amounted to
$13,631,000, $13,596,000, and $12,250,000 for fiscal years 2000, 1999, and 1998,
respectively.


<PAGE>


NOTE 5.       DEBT

The following is a summary of long-term debt outstanding:

(Dollars in Thousands)

                                                   June 24,            June 26,
                                                     2000                1999
                                                  ----------         ----------

Bank debt                                         $  428,300         $  446,600
Senior Subordinated Notes                            200,015            200,015
Subordinated Promissory Note (net of discount)        26,144             23,372
Other                                                  6,836              6,999
                                                  ----------         ----------
Total debt                                           661,295            676,986
Less current portion                                 (16,583)            (8,670)
                                                  ----------         ----------
Total long-term debt                              $  644,712         $  668,316
                                                  ==========         ==========

New Credit Facility (Bank Debt): In connection  with the DFVC  Acquisition,  the
Company entered into the New Credit Facility with Harris Bank as  Administrative
Agent and Bank of Montreal as Syndication Agent, and the lenders thereunder. The
New Credit Facility  consists of a $200 million  Revolving Credit Facility and a
$455 million Term Loan Facility. The Term Loan Facility is comprised of the Term
A Facility, which has a maturity of five years, the Term B Facility, which has a
maturity of six years,  and the Term C  Facility,  which has a maturity of seven
years.  The Revolving Credit Facility has a maturity of five years. All previous
bank  debt was  repaid  in  conjunction  with the  execution  of the New  Credit
Facility.

The  New  Credit  Facility  bears  interest,  at the  Company's  option,  at the
Administrative  Agent's alternate base rate or the London Interbank Offered Rate
("LIBOR")  plus,  in  each  case,  applicable  margins  of:  (i) in the  case of
alternate base rate loans, (x) 1.00 percent for loans under the Revolving Credit
Facility  and the Term A Facility,  (y) 2.75  percent for loans under the Term B
Facility  and (z) 3.00  percent for loans under the Term C Facility  and (ii) in
the case of LIBOR loans,  (x) 2.75 percent for loans under the Revolving  Credit
Facility  and the Term A Facility,  (y) 3.75  percent for loans under the Term B
Facility  and (z)  4.00  percent  for  loans  under  the  Term C  Facility.  The
Administrative  Agent's  "alternate base rate" is defined as the greater of: (i)
the prime commercial rate as announced by the  Administrative  Agent or (ii) the
Federal Funds rate plus 0.50 percent. The fiscal 2000  weighted-average  rate of
interest applicable to the Term Loan Facility was 9.51 percent. In addition, the
Company pays a commitment  fee calculated at a rate of 0.50 percent per annum on
the daily average unused commitment under the Revolving Credit Facility.

Utilizing  outstanding  balances  at June 24,  2000,  the Term Loan  Facility is
subject to the following amortization schedule:

(Dollars in Millions)

Fiscal Year   Term Loan A        Term Loan B         Term Loan C         Total
-----------   -----------        -----------         -----------        -------
                             (Dollars in millions)
    2001        $  10.0            $   0.4             $    0.4         $  10.8
    2002           10.0                0.4                  0.4            10.8
    2003           10.0                0.4                  0.4            10.8
    2004            9.2                0.4                  0.4            10.0
    2005            0.0              190.5                  0.4           190.9
    2006            0.0                0.0                195.0           195.0
                -------            -------             --------         -------
                $  39.2            $ 192.1             $  197.0         $ 428.3
                =======            =======             ========         =======

The Term  Loan  Facility  is  subject  to  mandatory  prepayment  under  various
scenarios as defined in the New Credit  Facility.  During fiscal 2000,  Agrilink
Foods made  mandatory  prepayments of $10.0 million from proceeds of the sale of
the Cambria facility and the pickle operations. In addition, during fiscal 2000,
principal payments of $8.3 million were made on the Term Loan Facilities.

The Company's  obligations under the New Credit Facility are collateralized by a
first-priority lien on: (i) substantially all existing or after-acquired assets,
tangible or intangible,  (ii) the capital stock of certain of Pro-Fac's  current
and future subsidiaries  (excluding  AgriFrozen,  Inc., which is a subsidiary of
Pro-Fac),  and (iii) all of the Company's  rights under the agreement to acquire
DFVC  (principally   indemnification  rights)  and  the  Pro-Fac  Marketing  and
Facilitation Agreement.  The Company's obligations under the New Credit Facility
are guaranteed by Pro-Fac and certain of the Company's  subsidiaries  (excluding
AgriFrozen, Inc.).


<PAGE>



The New Credit Facility  contains  customary  covenants and  restrictions on the
Company's ability to engage in certain  activities,  including,  but not limited
to:  (i)  limitations  on  the  incurrence  of  indebtedness  and  liens,   (ii)
limitations on sale-leaseback  transactions,  consolidations,  mergers,  sale of
assets,  transactions  with affiliates and investments and (iii)  limitations on
dividend  and  other  distributions.  The  New  Credit  Facility  also  contains
financial   covenants   requiring   Pro-Fac  to  maintain  a  minimum  level  of
consolidated EBITDA, a minimum  consolidated  interest coverage ratio, a minimum
consolidated fixed charge coverage ratio, a maximum consolidated  leverage ratio
and a minimum level of consolidated net worth.  Under the Credit Agreement,  the
assets, liabilities,  and results of operations of AgriFrozen,  Inc., which is a
subsidiary  of  Pro-Fac,  are not  consolidated  with  Pro-Fac  for  purposes of
determining  compliance  with the  covenants.  In  August of 1999,  the  Company
negotiated  an amendment to the original  covenants.  In  conjunction  with this
amendment, the Company incurred a fee of approximately $2.6 million. This fee is
being amortized over the remaining life of the New Credit Facility.  Pro-Fac and
the Company are in compliance with all covenants,  restrictions and requirements
under the terms of the New Credit Facility as amended.

Interest Rate Protection  Agreements:  The Company has entered into a three-year
interest rate swap agreement with the Bank of Montreal in the notional amount of
$150 million.  The swap agreement  provides for an interest rate of 4.96 percent
over the term of the swap payable by the Company in exchange for payments at the
published  three-month  LIBOR. In addition,  the Company entered into a separate
interest rate swap agreement with the Bank of Montreal in the notional amount of
$100 million for an initial period of three years. This swap agreement  provides
for an interest  rate of 5.32 percent over the term of the swap,  payable by the
Company in exchange for payments at the published three-month LIBOR. The Company
entered  into  these  agreements  in order to manage its  interest  rate risk by
exchanging its floating rate interest payments for fixed rate interest payments.

The  Company  had a two-year  option to extend the  maturity  date on one of the
interest rate swap agreements with a notional amount of $100,000,000. On June 8,
1999,  the  Company  sold this  option  to Bank of  Montreal  for  approximately
$2,050,000.  The gain  resulting  from the  sale is  being  recognized  over the
remaining interest rate swap life.

Senior  Subordinated  Notes - 11-7/8  Percent  (due  2008):  To  extinguish  the
Subordinated Bridge Facility,  the Company issued 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 and is
payable semiannually in arrears on May 1 and November 1.

The  New  Notes  represent  general   unsecured   obligations  of  the  Company,
subordinated  in right of  payment  to certain  other  debt  obligations  of the
Company (including the Company's obligations under the New Credit Facility). The
New Notes are guaranteed by Pro-Fac and certain of the Company's subsidiaries.

The New Notes  contain  customary  covenants and  restrictions  on the Company's
ability to engage in certain  activities,  including,  but not  limited  to: (i)
limitations on the incurrence of  indebtedness  and liens;  (ii)  limitations on
consolidations,  mergers,  sales of assets,  transactions  with affiliates;  and
(iii)  limitations  on  dividends  and other  distributions.  The  Company is in
compliance  with all covenants,  restrictions,  and  requirements  under the New
Notes.

Subordinated  Bridge  Facility:  To complete the DFVC  Acquisition,  the Company
entered into a  Subordinated  Bridge  Facility (the "Bridge  Facility").  During
November  1998,  the net proceeds from the sale of the New Notes,  together with
borrowings  under  the  Revolving  Credit  Facility,  were used to repay all the
indebtedness  outstanding  ($200 million plus accrued interest) under the Bridge
Facility.  The  outstanding  indebtedness  under  the  Bridge  Facility  accrued
interest at an approximate rate per annum of 10 1/2 percent. Debt issuance costs
associated with the Bridge Facility of $5.5 million were fully amortized  during
the second quarter of fiscal 1999.

Subordinated Promissory Note: As partial consideration for the DFVC Acquisition,
the Company issued to Dean Foods a Subordinated  Promissory Note for $30 million
aggregate  principal amount due November 22, 2008.  Interest on the Subordinated
Promissory Note is accrued quarterly in arrears commencing December 31, 1998, at
a rate per annum of 5  percent  until  November  22,  2003,  and at a rate of 10
percent thereafter. As the rates on the Note are below market value, the Company
has imputed the  appropriate  discount  utilizing an effective  interest rate of
11-7/8 percent.  Interest  accruing  through November 22, 2003 is required to be
paid in kind  through the  issuance by the  Company of  additional  subordinated
promissory  notes  identical to the  Subordinated  Promissory  Note. The Company
satisfied this  requirement  through the issuance of six  additional  promissory
notes each for approximately $0.4 million.  Interest accruing after November 22,
2003 is payable in cash. The Subordinated  Promissory Note may be prepaid at the
Company's option without premium or penalty.

The Subordinated  Promissory Note is expressly  subordinate to the New Notes and
the New Credit Facility and contains no financial  covenants.  The  Subordinated
Promissory Note is guaranteed by Pro-Fac.


<PAGE>



Senior  Subordinated  Notes  - 12  1/4  Percent  (due  2005,  "Old  Notes"):  In
conjunction  with the DFVC  Acquisition,  the Company  repurchased  $159,985,000
principal  amount of its Old Notes,  of which $160 million  aggregate  principal
amount was  previously  outstanding.  The Company paid a total of  approximately
$184 million to repurchase the Old Notes,  including interest accrued thereon of
$2.9  million.  Holders who  tendered  consented  to certain  amendments  to the
indenture relating to the Old Notes,  which eliminated or amended  substantially
all the  restrictive  covenants and certain events of default  contained in such
indenture.  The Company may  repurchase the remaining Old Notes in the future in
open market transactions, privately negotiated purchases or otherwise.

Revolving Credit Facility (Notes Payable): Borrowings under short-term Revolving
Credit Facilities were as follows:

<TABLE>
(Dollars in Thousands)
<CAPTION>
                                                                    Fiscal Years Ended
                                                  -----------------------------------------------------
                                                  June 24, 2000       June 26, 1999       June 27, 1998
                                                  -------------       -------------       -------------
<S>                                                 <C>                 <C>                 <C>
Balance at end of period                            $    5,700          $  18,900           $       0
Rate at fiscal year end                                 9.375%                8.2%                0.0%
Maximum outstanding during the period               $  156,100          $ 116,200           $  66,000
Average amount outstanding during the period        $   90,800          $  76,700           $  51,300
Weighted average interest rate during the period           8.5%               7.8%                7.0%
</TABLE>

Agrilink Foods also maintains a Letter of Credit Facility which provides for the
issuance of letters of credit through September 2000. As of June 24, 2000, there
were $14.2  million in letters  of credit  outstanding.  Management  anticipates
timely renewals of the Letter of Credit facilities.

Fair  Value:  The  estimated  fair  value  of  long-term  debt  outstanding  was
approximately  $615.5  million and $673.7  million at June 24, 2000 and June 26,
1999, respectively. The fair value for long-term debt was estimated using either
quoted market prices for the same or similar issues or the current rates offered
to the Company for debt with similar maturities.

Other Debt:  Other debt of $6.8 million  carries  rates up to 10 percent at June
24, 2000.

Maturities:  Total long-term debt maturities during each of the next five fiscal
years are as follows:  2001,  $16.6 million;  2002,  $11.2 million;  2003, $11.1
million;  2004, $10.3 million, and 2005, $190.6 million.  Provisions of the Term
Loan  require  annual  payments on the last day of each  September  of each year
(commencing  September  30,  1999) of an amount equal to the "annual cash sweep"
(equivalent to  approximately 75 percent of net income adjusted for certain cash
and non-cash  items) for the preceding  fiscal year. As of June 24, 2000,  there
was no  obligation  under this  provision.  Provisions of the Term Loan Facility
also require that cash  proceeds  from the sale of  businesses be applied to the
Term Loan Facility.

NOTE 6.       TAXES ON INCOME

Taxes on income before extraordinary item include the following:

(Dollars in Thousands)
                                         Fiscal Years Ended
                           ------------------------------------------------
                           June 24, 2000   June 26, 1999      June 27, 1998
                           -------------   -------------      -------------
 Federal -
   Current                   $ (2,886)         $13,012          $  4,534
   Deferred                     8,098            8,765               730
                             --------          -------          --------
                                5,212           21,777             5,264
                             --------          -------          --------
 State and foreign -
   Current                       (210)           2,016               874
   Deferred                       902              977              (449)
                             --------          -------          --------
                                  692            2,993               425
                             --------          -------          --------
                             $  5,904          $24,770          $  5,689
                             ========          =======          ========


<PAGE>


A reconciliation  of the Company's  effective tax rate to the amount computed by
applying the federal  income tax rate to income  before taxes and  extraordinary
item is as follows:
<TABLE>

                                                                                   Fiscal Years Ended
                                                                  ----------------------------------------------------
                                                                  June 24, 2000      June 26, 1999       June 27, 1998
                                                                  -------------      -------------       -------------

<S>                                                                    <C>              <C>                  <C>
Statutory federal rate                                                 35.0%            35.0%                35.0%
State and foreign income taxes, net of federal income tax benefit       5.6%             3.5%                 4.6%
Goodwill amortization                                                  10.3%             5.9%                 7.7%
Dividend received reduction                                            (0.3)%           (0.4)%               (2.4)%
Other, net                                                             (2.7)%           (1.4)%                0.6%
                                                                      -----             ----                 ----
Effective Tax Rate                                                     47.9%            42.6%                45.5%
                                                                      =====             ====                 ====
</TABLE>

<TABLE>
The deferred tax (liabilities)/assets consist of the following:

(Dollars in Thousands)
<CAPTION>

                                                                       June 24, 2000         June 26, 1999
                                                                       -------------         -------------
<S>                                                                     <C>                    <C>
Liabilities
   Depreciation                                                         $  (39,101)            $ (28,468)
   Goodwill and other intangible assets                                     (5,796)               (1,379)
   Prepaid manufacturing expense                                            (7,895)               (7,086)
   Prepaid expenses and other current assets                                     0                (1,672)
   Investment in Great Lakes Kraut Company, LLC                             (1,727)               (1,892)
   Discount on Subordinated Promissory Notes                                (2,415)               (2,882)
                                                                        ----------             ---------
                                                                           (56,934)              (43,379)
                                                                        ----------             ---------
Assets
   Inventories                                                              11,190                 9,182
   Credits and operating loss carryforwards                                  7,515                 1,538
   Accrued employee compensation                                             1,084                 5,316
   Insurance accruals                                                        3,259                 4,422
   Pension/OPEB accruals                                                    10,752                 7,353
   Restructuring reserve                                                       661                 1,556
   Promotional reserves                                                        374                   867
   Other                                                                     7,141                 6,945
                                                                        ----------             ---------
                                                                            41,976                37,179
                                                                        ----------             ---------
   Net deferred liabilities                                                (14,958)               (6,200)
   Valuation allowance                                                      (5,752)               (1,409)
                                                                        ----------             ---------
     Total                                                              $  (20,710)            $  (7,609)
                                                                        ==========             =========
</TABLE>
During fiscal 2000, the Company recorded a valuation  allowance in the amount of
$4.3 million.  This valuation allowance was primarily  established for state net
operating  losses and credit  generated  during the year. As the Company  cannot
assure that realization is more likely than not to occur, a valuation  allowance
has been established.

During fiscal year 1999, the Company  utilized the $5.5 million of net operating
loss  carryforwards  ($1.9 million of tax). The benefits for these net operating
losses had been recorded in previous years.

In January 1995, the Boards of Directors of Agrilink Foods and Pro-Fac  approved
appropriate  amendments to the Bylaws of Agrilink  Foods to allow the Company to
qualify as a  cooperative  under  Subchapter T of the Internal  Revenue Code. In
August 1995,  Agrilink  Foods and Pro-Fac  received a favorable  ruling from the
Internal  Revenue  Service  approving the change in tax treatment  effective for
fiscal  1996.  Subsequent  to this date,  a  consolidated  return has been filed
incorporating  Agrilink Foods and Pro-Fac.  Tax expense is allocated to Agrilink
Foods based on its operations.


<PAGE>


NOTE 7.       PENSIONS, PROFIT SHARING, AND OTHER EMPLOYEE BENEFITS

Pensions:  The Company  has  primarily  noncontributory  defined  benefit  plans
covering  most  employees.  The benefits for these plans are based  primarily on
years of service and  employees'  pay near  retirement.  The  Company's  funding
policy  is  consistent  with  the  funding   requirements  of  Federal  law  and
regulations.  Plan assets consist principally of common stocks,  corporate bonds
and US government obligations.

The Company also  participates in several union  sponsored  pension plans. It is
not  possible to  determine  the  Company's  relative  share of the  accumulated
benefit obligations or net assets for these plans.

<TABLE>
Pension cost for fiscal years ended 2000,  1999, and 1998 includes the following
components:

(Dollars in Thousands)
<CAPTION>

                                                                                       Pension Benefits
                                                                          ----------------------------------------
                                                                                      Fiscal Years Ended
                                                                          ----------------------------------------
                                                                          June 24, 2000              June 26, 1999
                                                                          -------------              -------------
<S>                                                                        <C>                          <C>
Change in benefit obligation:
   Benefit obligation at beginning of period                               $  110,833                   $  101,504
   Service cost                                                                 6,520                        4,727
   Interest cost                                                                7,592                        6,953
   Plan participants' contributions                                               160                          242
   Amendments                                                                   2,296                            0
   Actuarial (gain)/loss                                                      (16,122)                       4,976
   Benefits paid                                                               (9,584)                      (7,569)
                                                                           ----------                   ----------
     Benefit obligation at end of period                                      101,695                      110,833
                                                                           ----------                   ----------
Change in plan assets:
   Fair value of assets at beginning of period                                108,183                      107,253
   Actual return on plan assets                                                12,941                        8,000
   Employer contribution                                                          256                          257
   Plan participants' contributions                                               160                          242
   Benefits paid                                                               (9,584)                      (7,569)
                                                                           ----------                   ----------
     Fair value of assets at end of period                                    111,956                      108,183
                                                                           ----------                   ----------
Plan funded status:                                                            10,261                       (2,650)
   Unrecognized prior service cost                                              2,181                         (131)
   Unrecognized actuarial gain                                                (29,217)                     (10,810)
   Union plans                                                                      0                          (31)
                                                                           ----------                   ----------
     Accrued benefit liability prior to additional minimum liability          (16,775)                     (13,622)
Amounts recognized in the statement of financial position consist of:
   Accrued benefit liability                                                  (17,300)                     (14,385)
   Accumulated other comprehensive income                                         525                          763
                                                                           ----------                   ----------
     Net amount recognized                                                 $  (16,775)                  $  (13,622)
                                                                           ==========                   ==========

Weighted-average assumptions:
   Discount rate                                                                  8.0%                        7.0%
   Expected return on plan assets                                                 9.5%                       10.0%
   Rate of compensation increase                                                  4.5%                        4.5%

</TABLE>


<PAGE>

<TABLE>

                                                                                  Pension Benefits
                                                                  --------------------------------------------------
                                                                                 Fiscal Years Ended
                                                                  --------------------------------------------------
                                                                  June 24, 2000     June 26, 1999      June 27, 1998
                                                                  -------------     -------------      -------------
<S>                                                                   <C>              <C>               <C>
Components of net periodic benefit cost:
   Service cost                                                       $ 6,520          $  4,727          $ 2,796
   Interest cost                                                        7,592             6,953            6,776
   Expected return on plan assets                                     (10,604)          (10,528)          (8,708)
   Amortization of prior service cost                                     (16)              (15)             (22)
   Amortization of gain                                                   (51)             (741)            (593)
   Union costs                                                             37                81               88
                                                                      --------         --------          -------
   Net periodic cost                                                  $ 3,478          $    477          $   337
                                                                      ========         ========          =======
</TABLE>

The Company maintains a non-tax qualified Supplemental Executive Retirement Plan
which provides  additional  retirement  benefits to two prior  executives of the
Company who retired prior to November 4, 1994.

On January 28, 1992, the Company adopted an Excess Benefit Retirement Plan which
serves to provide  employees  with the same  retirement  benefit they would have
received from the Company's  retirement  plan under the career  average base pay
formula,  but for  changes  required  under  the  1986  Tax  Reform  Act and the
compensation  limitation  under Section  401(a)(17) of the Internal Revenue Code
having been revised in the 1992 Omnibus Budget Reform Act.

The projected benefit obligation,  accumulated benefit obligation and fair value
of plan  assets for the two  non-qualified  retirement  plans  with  accumulated
benefit obligations in excess of plan assets were:

<TABLE>
(Dollars in Thousands)
<CAPTION>

                                    Supplemental Executive Retirement Plan            Excess Benefit Retirement Plan
                                    --------------------------------------          -----------------------------------
                                              Fiscal Years Ended                            Fiscal Years Ended
                                    --------------------------------------          -----------------------------------
                                    June 24, 2000           June 26, 1999           June 24, 2000         June 26, 1999
                                    -------------           -------------           -------------         -------------
<S>                                   <C>                     <C>                      <C>                  <C>
Projected benefit obligation          $ 1,729                 $  1,895                 $  1,159             $  1,128
Accumulated benefit obligation          1,729                    1,895                      834                  855
Plan assets                                 0                        0                        0                    0
</TABLE>

Postretirement Benefits Other Than Pensions: Generally, other than pensions, the
Company does not pay retirees' benefit costs.  Various  exceptions exist,  which
have evolved from union negotiations,  early retirement  incentives and existing
retiree commitments from acquired companies.

The  Company has not  prefunded  any of its  retiree  medical or life  insurance
liabilities. Consequently there are no plan assets held in a trust, and there is
no expected  long-term rate of return assumption for purposes of determining the
annual expense.


<PAGE>


<TABLE>
The plan's funded status was as follows:

(Dollars in Thousands)
<CAPTION>
                                                                                        Other Benefits
                                                                           ----------------------------------------
                                                                                      Fiscal Years Ended
                                                                           ----------------------------------------
                                                                           June 24, 2000              June 26, 1999
                                                                           -------------              -------------
<S>                                                                        <C>                          <C>
Change in benefit obligation:
   Benefit obligation at beginning of period                               $    6,507                   $    2,758
   Service cost                                                                   184                           90
   Interest cost                                                                  433                          250
   (Decrease due to sale)/increase due to acquisition                            (295)                       2,065
   Actuarial (gain)/loss                                                         (715)                       1,932
   Benefits paid                                                                 (456)                        (588)
                                                                           ----------                   ----------
     Benefit obligation at end of period                                        5,658                        6,507
                                                                           ----------                   ----------
Change in plan assets:
   Fair value of assets at beginning of period                                      0                            0
   Employer contribution                                                          456                          588
   Benefits paid                                                                 (456)                        (588)
                                                                           ----------                   ----------
     Fair value of assets at end of period                                          0                            0
                                                                           ----------                   ----------
Plan funded status:                                                            (5,658)                      (6,507)
   Unrecognized actuarial loss                                                    717                        1,886
                                                                           ----------                   ----------
     Accrued benefit liability                                                 (4,941)                      (4,621)
Amounts recognized in the statement of financial position consist of:

   Accrued benefit liability                                                   (4,941)                      (4,621)
                                                                           ----------                   ----------
     Net amount recognized                                                 $   (4,941)                  $   (4,621)
                                                                           ==========                   ==========

Weighted-average assumptions:
   Discount rate                                                                  8.0%                        7.0%
   Expected return on plan assets                                                  N/A                          N/A
   Rate of compensation increase                                                  4.5%                        4.5%

</TABLE>

<TABLE>
                                                                                          Other Benefits
                                                                        ---------------------------------------------------
                                                                        June 24, 2000     June 26, 1999       June 27, 1998
                                                                        -------------     -------------       -------------
<S>                                                                       <C>                <C>                <C>
Components of net periodic benefit cost:
   Service cost                                                           $     184          $     90           $       6
   Interest cost                                                                433               250                 198
   Amortization of loss/(gain)                                                  159                 0                 (10)
                                                                          ---------          --------           ---------
   Net periodic benefit cost                                              $     776          $    340           $     194
                                                                          =========          ========           =========
</TABLE>

For measurement  purposes, a 8.5 percent rate of increase in the per capita cost
of covered  health  care  benefits  was assumed  for fiscal  2000.  The rate was
assumed to decrease  gradually  to 5.0 percent for 2007 and remain at that level
thereafter.

The Company sponsors benefit plans that provide  postretirement medical and life
insurance benefits for certain current and former employees.  For the most part,
current employees are not eligible for the postretirement  medical coverage.  As
such,  the assumed health care trend rates have an  insignificant  effect on the
amounts  reported for the  postretirement  benefits plan.  One-percentage  point
change in the assumed health care trend rates would have the following effect:

<TABLE>
                                                                     1-Percentage       1-Percentage
                                                                     Point Increase     Point Decrease
                                                                     --------------     --------------

<S>                                                                   <C>                <C>
Effect on total of service and interest cost components               $    47,913        $    (43,868)
Effect on postretirement benefit obligation                           $   283,765        $   (260,670)
</TABLE>

Retirements  Savings  and  Incentive  Plan:  Under the  Retirement  Savings  and
Incentive Plan ("RSIP"), the Company makes an incentive contribution to the plan
if certain pre-established earnings goals are achieved. In addition, the Company
contributes  401(k)  matching  contributions  to the  plan  for the  benefit  of
employees  who elect to defer a portion of their  salary  into the plan.  During
fiscal  2000,  1999,  and 1998 the Company  allocated  $955,000,  $888,000,  and
$475,000,  respectively,  in the form of matching  contributions and $0, $0, and
$400,000,  respectively,  in the form of incentive contributions for the benefit
of its employees.

In addition,  Agrilink Foods also maintains a Non-qualified  Retirement  Savings
Plan in which the Company  allocates  matching  contributions for the benefit of
"highly  compensated  employees" as defined under Section 414(q) of the Internal
Revenue  Code.  During  fiscal  2000,  1999,  and 1998,  the  Company  allocated
$243,000,   $208,000,   and  $131,000  respectively  in  the  form  of  matching
contributions to this plan.

Long-Term  Incentive Plan: On June 24, 1996, the Company  introduced a long-term
incentive  program,  the Agrilink Foods Equity Value Plan,  which it has amended
from time to time. The Equity Value Plan provides  performance units to a select
group of management.  The future value of the performance units is determined by
the Company's performance on earnings and debt repayment.

Units  issued in 1996  through  1999 vest 25  percent  each year after the first
anniversary of the grant,  becoming 100 percent vested on the fourth anniversary
of grant. For units granted in 1996, the appreciated value of units in excess of
the initial grant price is paid as cash compensation on the tenth anniversary of
grant. The total units granted in 1996 were 248,511 at $13.38. For units granted
in 1997, 1998 and 1999, the final value of the  performance  units is determined
on the fourth anniversary of grant.  One-third of the appreciated value of units
in excess of the initial grant price is paid as cash  compensation  over each of
the subsequent  three years. The total units granted from 1997 through 1999 were
402,715  at $26.00 per unit in 1999,  308,628  at $21.88  per unit in 1998,  and
176,278 at $25.04 per unit in 1997.

For  units  granted  in  2000,  the  final  value  of the  performance  units is
discretionary.  Units granted in 2000 vest 100 percent on the fourth anniversary
of grant. The total units granted in 2000 were 371,806.

Units forfeited  since the inception of the plan include 8,731 at $26.00,  9,418
at $21.88, 18,362 at $25.04, and 27,165 at $13.38.

The value of the grants from the Agrilink  Foods Equity Value Plan will be based
on the Company's future earnings and debt repayment.

NOTE 8.       OPERATING SEGMENTS

During  fiscal 1999,  the Company  adopted  Statement  of  Financial  Accounting
Standards No. 131,  "Disclosures  about Segments of an  Enterprise"  (SFAS 131).
SFAS No. 131 establishes  requirements for reporting information about operating
segments and establishes  standards for related  disclosures  about products and
services,  and  geographic  areas.  SFAS No.  131 also  replaces  the  "industry
segment"  approach  with the  "management"  approach.  The  management  approach
designates  the  internal  organization  that is used by  management  for making
operating  decisions  and  assessing  performance  as the  source of  reportable
segments. As management makes the majority of its operating decisions based upon
the  Company's  significant  product  lines,  the Company has elected to utilize
significant product lines in determining its operating  segments.  The Company'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,  and  various  other  products.  Branded  products  within the  vegetable
category include Birds Eye, Birds Eye Voila!, Freshlike, Veg-All, McKenzies, and
Brooks Chili Beans.  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, Super Pop and Flavor Destinations. The
canned meal product line includes  canned meat  products such as chilies,  stew,
and soups,  and various other  ready-to-eat  prepared  meals.  Branded  products
within the canned meals category  include  Nalley.  The Company's  other product
lines primarily  represent salad  dressings.  Branded products within the "other
category" include Bernstein's and Nalley.


<PAGE>


<TABLE>
The following table illustrates the Company's operating segment information:

(Dollars in Millions)                                                                      Fiscal Years Ended
<CAPTION>                                                                 --------------------------------------------------
                                                                          June 24, 2000      June 26, 1999     June 27, 1998
                                                                          -------------      -------------     -------------
<S>                                                                        <C>                 <C>             <C>
Net Sales:
   Vegetables                                                              $     800.7         $    734.7      $    233.1
   Fruits                                                                        110.4              111.5           119.7
   Snacks                                                                         87.3               87.9            83.7
   Canned Meals                                                                   60.3               64.2            64.0
   Other                                                                          54.5               73.0            58.6
                                                                           -----------         ----------       ---------
     Continuing segments                                                       1,113.2         $  1,071.3           559.1
   Businesses sold                                                                69.4              139.2           160.6
                                                                           -----------         ----------       ---------
       Total                                                               $   1,182.6         $  1,210.5       $   719.7
                                                                           ===========         ==========       =========
Operating income:
   Vegetables1                                                             $      65.4         $     43.9       $    11.4
   Fruits                                                                         13.9                8.4            17.1
   Snacks                                                                          6.7                3.3             6.1
   Canned Meals                                                                    6.7                6.5             6.8
   Other                                                                           4.6                3.7            (0.3)
                                                                           -----------         ----------       ---------
     Continuing segments operating income                                         97.3               65.8            41.1
   Businesses sold                                                                (1.2)               5.1            14.5
                                                                           -----------         ----------       ---------
       Subtotal                                                                   96.1               70.9            55.6
Gains on sales of assets                                                           6.6               64.7             0.0
Restructuring                                                                      0.0               (5.0)            0.0
                                                                           -----------         ----------       ---------
Operating income before dividing with Pro-Fac                                    102.7              130.6            55.6
Interest expense                                                                 (78.1)             (65.3)          (30.6)
Amortization of debt issue costs associated with the Bridge Facility               0.0               (5.5)            0.0
                                                                           -----------         ----------       ---------
Pretax income before dividing with Pro-Fac and before extraordinary item   $      24.6         $     59.8       $    25.0
                                                                           ===========         ==========       =========
Total Assets:
   Vegetables                                                              $     876.3         $    885.2       $   300.8
   Fruits                                                                         80.0               91.1            87.4
   Snacks                                                                         44.0               41.5            43.1
   Canned meals                                                                   45.9               46.7            49.7
   Other                                                                          52.4               43.6            47.4
                                                                           -----------         ----------       ---------
     Continuing segments                                                       1,098.6            1,108.1           528.4
   Businesses sold                                                                 0.0                1.1            37.9
   Assets held for sale                                                            0.3                0.9             2.7
                                                                           -----------         ----------       ---------
       Total                                                               $   1,098.9         $  1,110.1       $   569.0
                                                                           ===========         ==========       =========
Depreciation expense:
   Vegetables                                                              $      22.3         $     16.7       $     9.2
   Fruits                                                                          1.7                2.3             3.5
   Snacks                                                                          2.4                1.7             1.6
   Canned meals                                                                    1.2                1.2             1.0
   Other                                                                           1.2                1.0             1.4
                                                                           -----------         ----------       ---------
     Continuing segments                                                          28.8               22.9            16.7
   Businesses sold                                                                 1.5                0.9             1.3
                                                                           -----------         ----------       ---------
       Total                                                               $      30.3         $     23.8       $    18.0
                                                                           ===========         ==========       =========

Amortization Expense:
   Vegetables                                                              $       6.1         $      7.0       $     1.1
   Fruits                                                                          0.1                0.1             0.3
   Snacks                                                                          0.8                0.9             0.6
   Canned meals                                                                    0.7                0.7             0.8
   Other                                                                           0.7                0.6             0.6
                                                                           -----------         ----------       ---------
     Continuing segments                                                           8.4                9.3             3.4
   Businesses sold                                                                 0.4                0.1             0.2
                                                                           -----------         ----------       ---------
       Total                                                               $       8.8         $      9.4       $     3.6
                                                                           ===========         ==========       =========
</TABLE>


<PAGE>

<TABLE>

(Dollars in Millions)                                Fiscal Years Ended
                                    --------------------------------------------------
                                    June 24, 2000      June 26, 1999     June 27, 1998
                                    -------------      -------------     -------------
<S>                                  <C>                 <C>              <C>
Capital expenditures:
   Vegetables                        $      19.8         $     17.8       $     8.0
   Fruits                                    1.6                1.3             1.5
   Snacks                                    2.3                2.0             1.8
   Canned meals                              1.1                0.6             0.5
   Other                                     0.2                0.3             0.4
                                     -----------         ----------       ---------
     Continuing segments                    25.0               22.0            12.2
   Businesses sold                           0.4                0.1             1.9
                                     -----------         ----------       ---------
       Total                         $      25.4         $     22.1       $    14.1
                                     ===========         ==========       =========

<FN>
1  The  vegetable  product line  includes  earnings  derived from the  Company's
   investment in Great Lakes Kraut Company,  LLC of $2.4 million,  $2.8 million,
   and $1.9 million in fiscal 2000, 1999, and 1998, respectively.  See NOTE 3 to
   the  "Notes  to  Consolidated   Financial  Statements"  -  "Acquisitions  and
   Disposals - Formation of New Sauerkraut Company."
</FN>
</TABLE>

NOTE 9.       SUBSIDIARY GUARANTORS

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

Full  financial  statements  of Pro-Fac are  included as an Exhibit to this Form
10-K.  Separate  financial  statements  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.

(Dollars in Thousands)
                                                Fiscal Year Ended
                                          --------------------------------
                                          June 24,    June 26,    June 27,
                                            2000        1999        1998
                                          --------    --------    --------

Summarized Statement of Operations:
   Net sales/royalty income             $   74,163   $ 33,026     $ 12,086
   Gross profit                             59,072     23,641        5,123
   Income from continuing operations        59,343     20,732        1,002
   Net income                               38,573     13,401        1,002

Summarized Balance Sheet:
   Current assets                       $    3,258   $  1,759     $  2,033
   Noncurrent assets                       211,107    217,684        7,129
   Current liabilities                       6,926      8,290        1,267

NOTE 10.      OTHER MATTERS

Transactions  Between  Agrilink Foods and  AgriFrozen:  Agrilink Foods purchases
frozen  vegetables  from  AgriFrozen  Foods  ("AgriFrozen").   AgriFrozen  is  a
subsidiary of Pro-Fac.  For fiscal 2000, the net sales amounted to approximately
$22.4  million.  At June 24, 2000,  AgriFrozen had an accounts  receivable  from
Agrilink of $10.3 million.

In addition,  AgriFrozen  entered into an administrative  service agreement with
Agrilink Foods.  Agrilink Foods provides  certain  management,  consulting,  and
administrative  services.  For the year ended June 24, 2000, AgriFrozen incurred
approximately $1.0 million in service fees related to the agreement.

Legal Matters:  The Company is party to various litigation and claims arising in
the ordinary  course of business.  Management  and legal counsel for the Company
are of the opinion that none of these legal actions will have a material  effect
on the financial position of the Company.


<PAGE>


Commitments:  Agrilink Foods has guaranteed an approximate $3.0 million loan for
the Great Lakes Kraut  Company,  LLC joint venture in which Agrilink Foods has a
50 percent interest.

The Company has also guaranteed an approximate $1.4 million loan for the City of
Montezuma to renovate a sewage  treatment  plant operated in Montezuma on behalf
of the City.

ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
              AND FINANCIAL DISCLOSURE

Not applicable.


<PAGE>


                                    PART III

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Management  and Directors:  Effective upon the  acquisition of Agrilink Foods by
Pro-Fac,  Pro-Fac established a management structure for the Company,  providing
for a  Board  of  Directors  consisting  of  one  management  director,  Pro-Fac
Directors and Disinterested  Directors. The number of Pro-Fac Directors is equal
to the number of Disinterested Directors. The Chairman of the Board is a Pro-Fac
Director.  The management and directors are listed below. The Company may in the
future  expand the Board of Directors,  but Pro-Fac has  undertaken to cause the
Company to  maintain a Board on which the number of Pro-Fac  Directors  does not
exceed the number of Disinterested  Directors.  The Senior  Subordinated Notes -
11-7/8 Percent (due 2008) provide that there will be a Change of Control if, for
a period of 120 consecutive  days, the number of Disinterested  Directors on the
Board of  Directors  of the Company is less than the greater of (i) two and (ii)
the  number of  directors  who are also  directors,  members  or  affiliates  of
Pro-Fac. The New Credit Facility provides that there will be a change of control
if  the  number  of  Pro-Fac  directors  exceeds  the  number  of  disinterested
directors.

Set forth below is certain  information  concerning the individuals who serve as
directors and executive officers of the Company.
<TABLE>

                                       Year of
             Name                       Birth                              Positions
----------------------------------    --------       -------------------------------------------------

<S>                                     <C>
Dennis M. Mullen(1)                     1953         President and Chief Executive Officer and Director

Earl L. Powers                          1944         Executive Vice President and Chief Financial Officer

Stephen R. Wright                       1947         Executive Vice President Agriculture and Secretary

William D. Rice(4)                      1934         Senior Vice President Strategic Development

David M. Mehalick                       1956         Vice President and Legal Counsel

Bruce R. Fox(2)                         1947         Director and Chairman of the Board

Cornelius D. Harrington, Jr.(3)         1927         Director

Steven D. Koinzan(2)                    1948         Director and Vice Chairman of the Board

Walter F. Payne(3)                      1936         Director

Paul E. Roe(2)                          1939         Director

Frank M. Stotz(3)                       1930         Director

<FN>
(1) Management Director.

(2) Pro-Fac Director.

(3) Disinterested Director.

(4) Mr. Rice retired from the Company effective June 30, 2000.
</FN>
</TABLE>


Dennis M.  Mullen  has been the  President  and Chief  Executive  Officer  since
January  1998 and a  Director  of the  Company  since  May  1996.  He was  Chief
Operating  Officer from May 1996 to January 1998 and  Executive  Vice  President
since January 1996. He had been President and Chief Executive Officer of Curtice
Burns  Foods from  March 1993 to May 1996.  He was  Senior  Vice  President  and
Business Unit Manager Food Service of Curtice Burns Foods from 1991 to 1993, and
Senior Vice  President-Custom  Pack Sales for Nalley from 1990 to 1991. Prior to
employment  with the Company,  he was President and Chief  Executive  Officer of
Globe  Products  Company.  He  currently  serves on the Board of  Directors  for
Grocery  Manufacturers  of America,  National Food Processors  Association,  the
Popcorn  Institute,  United Way of Greater  Rochester,  Genesee Valley  American
Heart Association, St. Leo College, the Rochester Institute of Technology School
of Food,  Hotel and  Travel  Management's  National  Advisory  Board,  and Chase
Manhattan Bank's Northeast Regional Advisory Board.


<PAGE>


Earl L. Powers has been  Executive Vice  President and Chief  Financial  Officer
since February 1997. He was Vice President and Corporate  Controller  from March
1993 to February  1997, and Vice  President  Finance and Management  Information
Systems,  Curtice  Burns  Foods from 1991 to March  1993.  Prior to joining  the
Company,  he was Controller of various Pillsbury Company divisions 1987-1990 and
various other executive management positions at the Pillsbury Company 1976-1987.

William D. Rice has been  Senior  Vice  President  Strategic  Development  since
February 1997 and Secretary of Agrilink Foods since 1989. He was Chief Financial
Officer from 1969 to February 1997. He was Treasurer of Agrilink Foods from 1975
to 1996. He was Vice  President-Finance  of Agrilink Foods from 1969 to 1991. He
was Assistant  Treasurer of Pro-Fac from 1970 to February 1997 (Management Chief
Financial Officer for Pro-Fac).  Mr. Rice has retired from the company effective
June 30, 2000.

Stephen R. Wright has been Executive  Vice President  since November 6, 1996 and
was elected Secretary March 30, 2000. He was Senior Vice President - Procurement
of the Company from  November  1994 and Vice  President --  Procurement  for the
Company from 1990 to November,  1994,  having served as Director of  Commodities
and Administration Services for the Company from 1988 to 1990.

David M. Mehalick  joined the company May 1, 1999 as Vice  President and General
Counsel.  Prior to employment with the Company,  he practiced law in the firm of
Harris Beach & Wilcox from 1981 to 1999.

Bruce R. Fox has been a Director  of the  Company  since the  completion  of the
Pro-Fac  acquisition of Agrilink and in fiscal 2000 was elected  Chairman of the
Board. He has been a Director of Pro-Fac since 1974. He was Treasurer of Pro-Fac
from 1984 until March 27,  1995,  when he was elected  President.  He has been a
member of Pro-Fac since 1974. Mr. Fox is a fruit and vegetable  grower (N.J. Fox
& Sons, Inc., Shelby, MI).

Cornelius D. Harrington,  prior to his retirement,  was President of the Bank of
New  England-West  in  Springfield,  MA or a  predecessor  to  the  Bank  of New
England-West  from 1978 to December 1990. He was Chief Executive  Officer of the
Bank of New  England-West  from 1984 to December 1990.  Until 1987, he served as
Chairman of the Board of Directors of BayState  Medical  Center in  Springfield,
Massachusetts.  He is a former  Director of the Farm Credit Bank of  Springfield
since January 1994.

Steven D. Koinzan has been a Director of the Company since the completion of the
Pro-Fac  acquisition  of  Agrilink  Foods and in fiscal  2000 was  elected  Vice
Chairman  of the board.  He has been a Director of Pro-Fac  since  1983.  He was
Secretary of Pro-Fac  from March 1993 until March 27, 1995,  when he was elected
Treasurer. He has been a member of Pro-Fac since 1979. Mr. Koinzan is a popcorn,
field corn and soybean farmer (Koinzan Farms; Norden, Nebraska).

Walter F.  Payne has been a  Director  of the  Company  since  January  1996 and
President  and Chief  Executive  Officer of Blue Diamond  Growers since 1992. He
held  various  positions at Blue Diamond  Growers  between 1973 and 1992.  He is
currently on the Board of Directors  of the Almond Board of  California  and the
International Nut Council, and the National Council of Farmer Cooperatives,  and
a member of the Board of Trustees  for the  Graduate  Institute  of  Cooperative
Leadership.

Paul E. Roe was elected a Director of  Agrilink  in fiscal  2000.  He has been a
Director of Pro-Fac since 1986 and a member of Pro-Fac since 1961.  Mr. Roe is a
vegetable, grain and dry bean farmer (Roe Acres, Inc.; Bellona, New York).

Frank M. Stotz has been a Director of the Company  since the  completion  of the
Pro-Fac  acquisition  of  Agrilink  Foods.  Mr.  Stotz  retired in 1994 from his
position  as Senior  Vice  President  - Finance  of Bausch & Lomb  Incorporated.
Before  joining  Bausch & Lomb in that capacity in 1991, Mr. Stotz was a partner
with Price Waterhouse.

Term of Office:  All  directors of the Company will hold office from the date of
election  until  the next  annual  meeting  of the  shareholder  or until  their
successors are duly elected and qualified. Each executive officer of the Company
will hold  office from the date of election  until his  successor  is elected or
appointed.

There are no family  relationships  between any Director,  executive officer, or
any person  nominated or chosen by the Company to become a Director or executive
officer.


<PAGE>


ITEM 11.      EXECUTIVE COMPENSATION

The following tables show the cash  compensation and certain other components of
the  compensation  of the chief  executive  officer  and three other most highly
compensated executive officers of the Company,  earned during fiscal years ended
June 24,  2000,  June 26,  1999,  and June 27,  1998  (collectively,  the "Named
Executive Officers").

<TABLE>
Executive Compensation
Summary Compensation Table
<CAPTION>

                                                                                                                        RSIP/
                                                                                                                       Matching
                                                                                                                     Contributions
                                                                                           Annual                      Deferred
                                                                                       Compensation1                    Profit
Name and Principal Position                                       Year            Salary           Bonus2               Sharing
                                                                  ----          ---------        --------            ------------
<S>                                                                <C>          <C>              <C>                   <C>
Dennis M. Mullen -                                                 2000         $ 525,000        $       0             $  3,173
   President and Chief Executive Officer and Director              1999         $ 500,000        $       0             $  4,241
                                                                   1998         $ 432,256        $ 216,000             $  7,783

Earl L. Powers                                                     2000         $ 283,854        $       0             $  4,125
   Executive Vice President Finance and Chief Financial Officer    1999         $ 260,096        $       0             $  5,124
                                                                   1998         $ 239,327        $ 140,000             $  7,106

William D. Rice4                                                   2000         $ 271,014        $       0             $  3,752
   Senior Vice President Strategic Development                     1999         $ 271,014        $       0             $  4,781
                                                                   1998         $ 273,342        $100,000              $  5,019

David M. Mehalick3                                                 2000         $ 241,867        $       0             $      0
   Vice President and Legal Counsel                                1999         $  36,923        $       0             $      0

Stephen R. Wright                                                  2000         $ 212,160        $       0             $  3,120
   Executive Vice President Agriculture and Secretary              1999         $ 205,999        $       0             $  3,762
                                                                   1998         $ 200,154        $ 100,000             $  5,446

<FN>
1  No Named Executive  Officer has received  personal benefits during the period
   in excess of the lesser of $50,000 or 10 percent of annual salary.

2  Pursuant to the  Management  Incentive  Plan of the Company  (the  "Incentive
   Plan"), additional compensation is paid if justified by the activities of the
   officers and employees  eligible under the Incentive Plan and by the earnings
   of the Company and of Pro-Fac Cooperative, Inc. ("Pro-Fac").

3  Mr. Mehalick's employment with the Company began May 1, 1999.

4  Mr. Rice retired from the Company on June 30, 2000.
</FN>
</TABLE>



<PAGE>


<TABLE>
Long-Term Incentive Plan - Awards in Last Fiscal Year

                                                                                      Estimated Future Payouts
                              (b)                        (c)                     Under Non-Stock Price Based Plans
                       Number of Shares          Performance or Other              (d)                    (e)
   (a)                  Units or Other          Period Until Maturation         Threshold               Target
  Name                Rights Granted (1)               or Payout                 ($ or #)             ($ or #)(2)
-----------------     ------------------        -----------------------         ---------             -----------
<S>                         <C>                        <C>                          <C>                     <C>
Dennis M. Mullen            82,850                     6/23/2004                    $0                      $0
Earl L. Powers              34,176                     6/23/2004                    $0                      $0
Stephen R. Wright           22,403                     6/23/2004                    $0                      $0
David M. Mehalick           27,838                     6/23/2004                    $0                      $0

<FN>
(1)  On June 29, 2000, the Company issued  performance  units under the Agrilink
     Foods Equity Value Plan ("EVP") to a select group of management. The future
     value of the performance units is discretionary. The performance units vest
     100  percent  on  the  fourth  anniversary  of  grant.   One-third  of  the
     appreciated  value of units in excess of the initial grant price is paid as
     cash  compensation  over the subsequent three years. The final value of the
     2000 performance units is determined on the fourth anniversary of grant.

(2)  The value of the June 29, 2000 grants from the Agrilink  Foods Equity Value
     Plan is  discretionary.  The beginning value of these performance units was
     set at a level requiring improved earnings and debt-repayment  performance.
     The target  payouts  shown above are based on the value of the  performance
     units at fiscal  2000  earnings  and debt  levels and would yield no payout
     from the plan at those  levels.  If future  performance  equals fiscal 2000
     performance,  no payouts will be made from the plan relative to the options
     granted on June 29, 2000.
</FN>
</TABLE>

Retirement  Plans: The Company's  Master Salaried  Retirement Plan (the "Pension
Plan") provides  defined  retirement  benefits for its officers and all salaried
and clerical  personnel.  The  compensation  upon which the pension benefits are
determined  is  included  in the  salary  columns of the  "Summary  Compensation
Table."

For retirement  before age 65, the annual  benefits are reduced by an amount for
each year prior to age 65 at which such retirement  occurs so that if retirement
occurs at age 55, the benefits are 70 percent of those payable at age 65.

The  approximate  number  of years of Plan  participation  under  the  Company's
Pension  Plan as of June 24,  2000,  of the  Executive  Officers  listed  in the
Summary  Compensation  Table  are as  follows:  Dennis  M.  Mullen-10,  Earl  L.
Powers-9, Stephen R. Wright-26, and David M. Mehalick-0.

On January 28, 1992, the Company adopted an Excess Benefit Retirement Plan which
serves to provide  employees  with the same  retirement  benefit they would have
received from the Company's  Master  Salaried  Retirement  Plan under the career
average base pay formula, but for changes required under the 1986 Tax Reform Act
and the compensation limitation under Section 401(a)(17) of the Internal Revenue
Code,  which was  $150,000 on January 1, 1994,  having been  revised in the 1992
Omnibus Budget Reform Act.


<PAGE>


The following table shows the estimated  pension  benefits  payable to a covered
participant,  at age 65,  at the  specified  final  average  pay,  and  years of
credited service levels under the Company's Master Salaried  Retirement Plan and
the Excess Benefit Retirement Plan.

<TABLE>
                               Pension Plan Table

    Final                                     Years of Plan Participation
 Average Pay            15              20               25               30                35
------------       --------        ---------         ---------        ---------         ---------
<S>                <C>             <C>               <C>              <C>               <C>
$  125,000         $ 21,476        $  27,988         $  34,530        $  41,120         $  47,915
   150,000           26,726           34,988            43,280           51,620            60,165
   175,000           31,976           41,988            52,030           62,120            72,415
   200,000           37,226           48,988            60,780           72,620            84,665
   225,000           42,476           55,988            69,530           83,120            96,915
   250,000           47,726           62,988            78,280           93,620           109,165
   275,000           52,976           69,988            87,030          104,120           121,415
   300,000           58,226           76,988            95,780          114,620           133,665
   325,000           63,476           83,988           104,530          125,120           145,915
   350,000           68,726           90,988           113,280          135,620           158,165
   375,000           73,976           97,988           122,030          146,120           170,415
   400,000           79,226          104,988           130,780          156,620           182,665
</TABLE>

Termination Protection Provisions: The Company has adopted a Salary Continuation
Agreement for Mr. Mullen, whereby, two years of salary and benefits continuation
will be provided if Mr.  Mullen's  employment is  involuntarily  terminated  for
reasons  other than for  "cause" as such term is  defined in the  Agreement.  In
addition, this agreement provides Mr. Mullen with a retention bonus in an amount
equal to one year of his base salary as of  September 1, 1998 if he continues to
provide  services to Agrilink Foods through August 31, 2001 in accordance to the
reasonable terms and conditions of his employment.

Directors'  Compensation:  In  fiscal  2000,  non-employee  directors  who  were
designated by Pro-Fac  received an annual stipend of $6,000 per year,  plus $200
per day for  attending  Board  or  Committee  meetings.  The  Pro-Fac  President
received an annual stipend of $12,000 per year,  plus $400 per day for attending
Board or  Committee  meetings.  In fiscal  2000,  all other  outside  directors,
Messrs.  Harrington,  Payne,  and Stotz  received  an annual  rate of $18,000 in
addition to $600 per day. In fiscal 2000,  the Chairman of the Board  received a
fixed  amount in lieu of the  standard  attendance  fees and  annual  stipend of
$24,700.

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

All of the  outstanding  capital  stock  of the  Company  is  owned  by  Pro-Fac
Cooperative, Inc.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management  believes  all  transactions  were on terms no less  favorable to the
Company than could have been reached with unaffiliated third parties.

Borrowings by Pro-Fac:  The New Credit Facility and Senior  Subordinated Notes -
11-7/8 Percent (due 2008) permit the Company to make demand loans to Pro-Fac for
working  capital  purposes in amounts not to exceed  $40.0  million at any time,
each such  loan to bear  interest  at a rate  equal to the rate in effect on the
date of such loan  under the  Revolving  Credit  Facility.  The loan  balance is
required to be reduced to zero for a period of not less than 15 consecutive days
in each fiscal year. Except for the foregoing provision and except for Pro-Fac's
guarantee of the Senior  Subordinated  Notes - 11-7/8 Percent (due 2008) and the
New  Credit  Facility,  as long as  Pro-Fac  has the right to  borrow  under the
Pro-Fac Marketing and Facilitation  Agreement,  the Senior  Subordinated Notes -
11-7/8 Percent (due 2008) do not permit Pro-Fac to incur any other indebtedness.

Equity  Ownership in CoBank:  As part of its lending  arrangements  with CoBank,
which is a  cooperative,  the  Company  has made  investments  in the bank.  The
Company made these investments  through (i) a capital purchase  obligation equal
to a percentage, set annually based on the bank's capital needs, of its interest
paid to the bank and (ii) a patronage  rebate on interest paid to the bank based
on the bank's earnings,  which is paid in cash and capital  certificates.  As of
June  24,  2000,  the  amount  of  the  Company's  investment  in the  Bank  was
approximately $18.8 million.


<PAGE>


Purchase of Crops From  Pro-Fac:  Each of the members of Pro-Fac  sells crops to
Pro-Fac  pursuant  to a general  marketing  agreement  between  such  member and
Pro-Fac,  which  crops in turn are sold to the  Company  pursuant to the Pro-Fac
Marketing  and  Facilitation  Agreement.   During  fiscal  2000,  the  following
directors and  executive  officers of Pro-Fac,  directly or  indirectly  through
entities  owned or  controlled  by such  officers and  directors,  sold crops to
Pro-Fac and provided harvesting, trucking and waste removal services to Agrilink
Foods for the following aggregate amounts:

<TABLE>
(Dollars in Thousands)
<CAPTION>

                                                                     RELATIONSHIP                             GROSS PURCHASES
        NAME                                                         TO PRO-FAC                                IN FISCAL 2000
                                                                                                            (Dollars in Thousands)
---------------------------------------------   --------------------------------------------------------    ----------------------
<S>                                              <C>                                                               <C>
Dale E. Burmeister...........................    Director                                                          $    343
Robert V. Call, Jr...........................    Director                                                          $  3,711**
Peter R. Call................................    Director                                                          $  3,711**
Glen Lee Chase...............................    Director                                                          $     55
Tom R. Croner................................    Director and Secretary                                            $    111
Kenneth A. Dahlstedt.........................    Director                                                          $    266
Robert DeBadts...............................    Director                                                          $    401
Bruce R. Fox***..............................    Director and Chairman of the Board, President                     $  1,159
Steven D. Koinzan***.........................    Director and Vice Chairman of the Board, Vice President           $    469
Kenneth A. Mattingly.........................    Director                                                          $  1,388
Allan W. Overhiser...........................    Director                                                          $     64
Paul E. Roe***...............................    Director                                                          $    868
Darell Sarff.................................    Director                                                          $     95

<FN>
*     Robert V. Call, Jr. resigned from the board effective February 2000.

**    Robert V. Call, Jr. and Peter R. Call both indirectly sold crops through My-T Acres, Inc.

***   Bruce Fox, Steven D. Koinzan, and Paul E. Roe are directors of both Pro-Fac and Agrilink Foods.

</FN>
</TABLE>
                   DIRECTORS AND OFFICERS LIABILITY INSURANCE

As authorized  by New York law and in accordance  with the policy of that state,
the Company has  obtained  insurance  from Chubb Group  Insurance  insuring  the
Company against any obligation it incurs as a result of its  indemnification  of
its officers  and  directors,  and insuring  such  officers  and  directors  for
liability  against  which  they  may not be  indemnified  by the  Company.  This
insurance  has a term  expiring  on  October  15,  2000,  at an  annual  cost of
approximately  $130,000. As of this date, no sums have been paid to any officers
or directors of the Company under this indemnification insurance contract.


<PAGE>


                                     PART IV

<TABLE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) (1)    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS

The Following Appear in ITEM 8 of This Report
<CAPTION>

    ITEM                                                                                                                 Page
<S>                                                                                                                         <C>
Agrilink Foods, Inc. and Consolidated Subsidiaries:
   Management's Responsibility for Financial Statements..................................................................   25
   Report of Independent Accountants.....................................................................................   26
   Consolidated Financial Statements:
     Consolidated Statement of Operations, Accumulated (Earnings)/Deficit, and Comprehensive Income
       for the years ended June 24, 2000, June 26, 1999, and June 27, 1998...............................................   27
     Consolidated Balance Sheets at June 24, 2000 and June 26, 1999......................................................   28
     Consolidated Statements of Cash Flows for the years ended June 24, 2000, June 26, 1999, and June 27, 1998...........   29
     Notes to Consolidated Financial Statements..........................................................................   31
</TABLE>

         (2)    The following additional financial data are set forth herein:

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
                                                                                                                        SCHEDULE II
Agrilink Foods, Inc.
Valuation and Qualifying Accounts
For the Three Fiscal Years Ended June 24, 2000
<CAPTION>

                                                           Fiscal Year Ended
                                            June 24, 2000    June 26, 1999     June 27, 1998
                                            -------------    -------------     -------------
<S>                                         <C>              <C>               <C>
Allowance for doubtful accounts
  Balance at beginning of period            $  1,202,000     $    774,000      $    970,000
  Additions charged to expense                   201,000          208,000            17,000
  Deductions                                    (516,000)        (280,000)         (213,000)
  Increase due to acquisition*                         0          500,000                 0
                                            ------------     ------------      ------------
  Balance at end of period                  $    887,000     $  1,202,000      $    774,000
                                            ============     ============      ============

Inventory reserve**
  Balance at beginning of period            $  2,777,000     $    391,000      $    362,000
  Net change                                  (1,671,000)         290,000            29,000
  Increase due to acquisition*                         0        2,096,000                 0
                                            ------------     ------------      ------------
  Balance at end of period                  $  1,106,000     $  2,777,000      $    391,000
                                            ============     ============      ============

Tax valuation allowance***
  Balance at beginning of period            $  1,409,000     $  5,550,000      $  6,212,000
  Net change                                   4,343,000       (4,141,000)         (662,000)
                                            ------------     ------------      ------------
  Balance at end of period                  $  5,752,000     $  1,409,000      $  5,550,000
                                            ============     ============      ============

<FN>
*    Represents the balance acquired in conjunction with the DFVC Acquisition.

**   Difference  between FIFO cost and market  applicable  to  inventories.  Reductions  to the reserve in fiscal 2000 were recorded
     as related inventory was disposed.

***  See  further  discussion  regarding  tax  matters at NOTE 6 to the "Notes to Consolidated Financial Statements."
</FN>
</TABLE>

Schedules  other than those listed above are omitted because they are either not
applicable  or not  required,  or  the  required  information  is  shown  in the
financial statements or the notes thereto.


<PAGE>



     (3) The following  exhibits are filed herein or have been previously  filed
with the Securities and Exchange Commission:


(b)   Reports on Form 8-K:


      No reports on Form 8-K were filed in the fourth quarter of fiscal 2000.

<TABLE>
(c) EXHIBITS:
      Exhibit
      Number                                Description

        <S>      <C>
        3.1      Certificate of Incorporation of the Company (filed as Exhibit 3.3
                 to the  Company's  Quarterly  Report  on Form  10-Q for the first
                 fiscal quarter ended September 27, 1997 and  incorporated  herein
                 by reference).

        3.2      Certificate of Amendment to the Company's Certificate of Incorporation
                 (filed herewith).

        3.3      Bylaws of the Company (filed herewith).

        4.1      Indenture,  dated as of  November  18,  1998,  between the
                 Company,  the  Guarantors  named  therein and IBJ Schroder
                 Bank & Trust  Company,  Inc., as Trustee (filed as Exhibit
                 4.1 to the  Company's  Registration  Statement on Form S-4
                 filed January 5, 1999  (Registration  No.  333-70143)  and
                 incorporated herein by reference).

        4.2      Form of 11[7/8]% Senior Subordinated Notes due 2008 (filed
                 as Exhibit B, to Exhibit 4.1 to the Company's Registration
                 Statement on Form S-4 filed January 5, 1999  (Registration
                 No. 333-70143) and incorporated herein by reference).

        4.3      Indenture,  dated as of  November  3,  1994,  among  PFAC,
                 Pro-Fac and IBJ Schroder Bank & Trust Company, as Trustee,
                 as amended by First  Supplemental  Indenture,  dated as of
                 November  3,  1994,  each with  respect  to the  Company's
                 12.25%  Senior  Subordinated  Notes  due  2005  (filed  as
                 Exhibit 4.1 to the  Company's  Registration  Statement  on
                 Form  S-4  filed  November  17,  1994   (Registration  No.
                 33-56517) and incorporated herein by reference).

        4.4      Second  Supplemental  Indenture  (amending  the  Indenture
                 referenced in Exhibit 4.4 herein) dated  November 10, 1997
                 (filed as Exhibit 10.25 to the Company's  Annual Report on
                 Form 10-K for the  fiscal  year  ended  June 27,  1998 and
                 incorporated herein by reference).

        4.5      Third  Supplemental   Indenture  (amending  the  Indenture
                 referenced in Exhibit 4.4 herein) dated September 24, 1998
                 (filed as Exhibit 10.26 to the Company's  Annual Report on
                 Form 10-K for the fiscal  year ended  June 26,  1999,  and
                 incorporated herein by reference).

       10.1      Marketing and Facilitation Agreement, dated as of November
                 3, 1994, between Pro-Fac and the Company (filed as Exhibit
                 10.1 to the Company's  Registration  Statement on Form S-4
                 filed November 17, 1994  (Registration  No.  33-56517) and
                 incorporated herein by reference).

       10.2      Amendment to Marketing and Facilitation  Agreement between
                 the Company and Pro-Fac dated September 23, 1998 (filed as
                 Exhibit  10.5 to the  Company's  Quarterly  Report on Form
                 10-Q for the third fiscal quarter ended March 27, 1999 and
                 incorporated herein by reference).

       10.3      Management  Incentive  Plan, as amended  (filed as Exhibit
                 10.2 to the Company's  Registration  Statement on Form S-4
                 filed November 17, 1994  (Registration  No.  33-56517) and
                 incorporated herein by reference).

       10.4      Supplemental  Executive Retirement Plan, as amended (filed
                 as Exhibit 10.3 to the Company's Registration Statement on
                 Form  S-4  filed  November  17,  1994   (Registration  No.
                 33-56517) and incorporated herein by reference).
</TABLE>

<PAGE>


<TABLE>
(c) EXHIBITS (Continued):
      Exhibit
       Number                                   Description

       <S>          <C>
       10.5         Master  Salaried  Retirement  Plan,  as amended  (filed as
                    Exhibit 10.5 to the  Company's  Registration  Statement on
                    Form  S-4  filed  November  17,  1994   (Registration  No.
                    33-56517) and incorporated herein by reference).

       10.6         Non-Qualified  Profit  Sharing Plan, as amended  (filed as
                    Exhibit 10.6 to the  Company's  Registration  Statement on
                    Form  S-4  filed  November  17,  1994   (Registration  No.
                    33-56517) and incorporated herein by reference).

        10.7        Second  Amendment  to  Non-Qualified  Profit  Sharing Plan
                    (filed  as  Exhibit   10.14  to   Pro-Fac's   Registration
                    Statement  on Form S-1 filed June 15,  1995  (Registration
                    No. 33-60273) and incorporated herein by reference).

       10.8         Excess  Benefit  Retirement  Plan  (filed as Exhibit  10.7 to the
                    Company's  Registration  Statement on Form S-4 filed November 17, 1994
                    (Registration No. 33-56517) and incorporated herein by reference).

       10.9         Salary Continuation Agreement - Dennis M. Mullen (filed as
                    Exhibit 10.13 to the Company's  Annual Report on Form 10-K
                    for the fiscal year ended June 26,  1999 and  incorporated
                    herein by reference).

       10.10        Agrilink Equity Value Plan adopted June 24, 1996 (filed as
                    Exhibit 10.17 to the Company's  Annual Report on Form 10-K
                    for the fiscal year ended June 29,  1996 and  incorporated
                    herein by reference).

       10.11        OnSite   Services   Agreement   with  Systems  &  Computer
                    Technology (filed as Exhibit 10.21 to the Company's Annual
                    Report on Form 10-K for the  fiscal  year  ended  June 28,
                    1997 and incorporated herein by reference).

       10.12        Raw Product Supply Agreement with Seneca Foods Corporation
                    (filed as Exhibit 10.22 to the Company's  Annual Report on
                    Form 10-K for the  fiscal  year  ended  June 28,  1997 and
                    incorporated herein by reference).

       10.13        Reciprocal Co-Pack Agreement with Seneca Foods Corporation
                    (filed as Exhibit 10.23 to the Company's  Annual Report on
                    Form 10-K for the  fiscal  year  ended  June 28,  1997 and
                    incorporated herein by reference).

       10.14        Credit Agreement among the Company,  Pro-Fac  Cooperative,
                    Inc.,  and  Harris  Trust and  Savings  Bank,  and Bank of
                    Montreal,  Chicago  Branch,  and the Lenders  from time to
                    time party  hereto,  dated as of September 23, 1998 (filed
                    as Exhibit 10.1 to the Company's  Quarterly Report on Form
                    10-Q for the first fiscal quarter ended September 26, 1998
                    and incorporated herein by reference).

       10.15        Subordinated  Promissory Note of the Company to Dean Foods
                    Company,  dated as of September 23, 1998 (filed as Exhibit
                    10.3 to the  Company's  Quarterly  Report on Form 10-Q for
                    the first  fiscal  quarter  ended  September  26, 1998 and
                    incorporated herein by reference).

       10.16        First  Amendment to the Credit  Agreement  referenced in Exhibit
                    10.14 herein (filed as Exhibit 10.1 to the Company's Amended Quarterly
                    Report on Form 10-Q/A for the first fiscal quarter ended September 25,
                    1999 and incorporated herein by reference).

       10.17        Second  Amendment to the Credit Agreement  referenced in Exhibit 10.14
                    herein (filed as Exhibit 10.2 to the Company's Amended Quarterly  Report
                    on Form 10-Q/A for the first fiscal quarter ended  September 25, 1999 and
                    incorporated  herein by reference).

       10.18        Third  Amendment to the Credit  Agreement  referenced in Exhibit 10.14 herein
                    (filed as Exhibit 10.3 to the Company's Amended Quarterly  Report on Form 10-Q/A
                    for the first fiscal quarter ended  September 25, 1999 and  incorporated  herein
                    by reference).

       10.19        Fourth  Amendment to the Credit Agreement  referenced in Exhibit 10.14 herein
                    (filed as Exhibit 10.4 to the Company's  Amended Quarterly  Report on Form 10-Q/A
                    for the first fiscal quarter ended  September 25, 1999 and  incorporated  herein
                    by reference).
</TABLE>
<PAGE>


<TABLE>
(c) EXHIBITS (Continued):
      Exhibit
      Number                                                          Description

       <S>          <C>
       10.20        Fifth  Amendment to the Credit  Agreement  referenced in Exhibit 10.14 herein
                    (filed as Exhibit 10.5 to the Company's  Amended Quarterly  Report on Form 10-Q/A
                    for the first fiscal quarter ended  September 25, 1999 and  incorporated  herein
                    by reference).

       10.21        Service  Agreement  between the Company and PF Acquisition II, Inc.,  dated as
                    of February 22, 1999 (filed as Exhibit 10.4 to the  Company's  Quarterly  Report
                    on Form 10-Q for the  third  fiscal   quarter  ended  March  27,  1999  and
                    incorporated herein by reference).

       18           Accountant's  Report Regarding Change in Accounting Method filed as Exhibit 18
                    to the Company's  Quarterly Report on Form 10-Q for the first fiscal quarter ended
                    September 28, 1996 and incorporated herein by reference).

       21           List of Subsidiaries (filed herewith)

       24           Power of Attorney (included on page 59 of this Report)

       27           Financial Data Schedule (filed herewith).

       99           Pro-Fac Cooperative, Inc. Audited Financial Statements for the fiscal year
                    ended June 24, 2000.
</TABLE>





<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

                                            AGRILINK FOODS, INC.



Date:    September 15, 2000           By:/s/    Earl L. Powers
                                                Earl L. Powers
                                      Executive Vice President Finance and
                                             Chief Financial Officer
                                        (Principal Financial Officer
                                       and Principal Accounting Officer)



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Earl L. Powers,  his true and lawful  attorneys-in-fact
and agents, with full power of substitution and  resubstitution,  for him and in
his  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments  to this  Annual  Report on Form 10-K and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.


<PAGE>


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

         SIGNATURE                               TITLE



/s/ Bruce R. Fox                       Chairman of the Board and Director
   (BRUCE R. FOX)



/s/ Cornelius D. Harrington            Vice Chairman of the Board and Director
   (CORNELIUS D. HARRINGTON)



/s/ Steven D. Koinzan                  Director
   (STEVEN D. KOINZAN)



/s/ Walter F. Payne                    Director
   (WALTER F. PAYNE)



/s/ Paul E. Roe                        Director
   (PAUL E. ROE)



/s/ Frank M. Stotz                     Director
   (FRANK M. STOTZ)



/s/ Dennis M. Mullen                   President and Chief Executive Officer
   (DENNIS M. MULLEN)                  and Director
                                       (Principal Executive Officer)



/s/ Earl L. Powers                     Executive Vice President Finance and
   (EARL L. POWERS)                    Chief Financial Officer
                                       (Principal Financial Officer
                                        and Principal Accounting Officer)

SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

NO ANNUAL REPORT OR PROXY MATERIAL HAS BEEN SENT TO  REGISTRANT'S  SHAREHOLDERS,
AND NO PROXY MATERIAL IS INTENDED TO BE SENT. AN ANNUAL REPORT IS INTENDED TO BE
SENT.