Schedule 13D
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ________)*
Seneca
Foods Corporation
(Name
of
Issuer)
Class
A Common Stock
(Title
of
Class of Securities)
817070-50-1
(CUSIP
Number)
I.
Wistar Morris, III
c/o
Boenning & Scattergood, Inc.
4
Tower Bridge, Suite 300
200
Bar Harbor Drive
West
Conshohocken, Pennsylvania 19428
610-832-5271
(Name,
Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August
15, 2006
(Date
of
Event Which Requires Filing of This Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box o.
Check
the
following box if a fee is being paid with the statement o. (A fee is not required only
if the
reporting person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities described
in Item
1; and (2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7).
Note:
Six copies of this statement, including all exhibits, should be filed with
the
Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
817070501
SCHEDULE
13D Page 2
of 4
|
1
|
NAME
OF REPORTING PERSONS: I.
Wistar Morris, III
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
N/A
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS* PF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania,
U.S.
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING
POWER
184,700
|
|
8
|
SHARED
VOTING POWER
38,942
|
|
9
|
SOLE
DISPOSITIVE
POWER
184,700
|
|
10
|
SHARED
DISPOSITIVE
POWER
348,722
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
533,422
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.09%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
*SEE
INSTRUCTIONS BEFORE FILLING
OUT!
SCHEDULE
13D
FILED
BY
I. WISTAR MORRIS, III REGARDING
SENECA
FOODS CORPORATION CLASS A COMMON STOCK
ITEM
1.
SECURITY AND ISSUER
This
statement relates to the common stock of Seneca Foods Corporation, (The
"Company"). The Company's principal offices are located at 3736 South Main
Street, Marion, NY 104505.
ITEM
2.
IDENTITY AND BACKGROUND
The
name
of the person filing this statement is I. Wistar Morris, 111, an
individual
(the "reporting person"). The reporting person's business address is c/o
Boenning and Scattergood, Inc., 4 Tower Bridge, Suite 300, 200 Barr Harbor
Drive, West Conshohocken, Pennsylvania 19428. He is employed as a registered
representative with Boenning &
Scattergood,
Inc., which is a NASD registered broker-dealer.
During
the last five years, the reporting person has not been convicted in a criminal
proceeding. During the last five years, the reporting person was not a party
to
a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which was or is subject to a judgment, decree
final
order enjoining future violation of, or prohibiting, or mandatory activities
subject to federal or state securities laws of finding any violation with
respect to such laws.
The
reporting person is a United States citizen.
ITEM
3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This
schedule 13D covers 533,422 shares beneficially owned by Morris individually
and
through his immediate family. Of the 533,422 shares beneficially owned by
Morris
individually and through his immediate family, 184,700 shares are held in
nominees' name for his benefit, 134,980 shares are held in nominee's name
for
the benefit of his wife, 36,200 shares are held in nominee's name in a trust
for
the benefit of his wife, 138,600 shares are held in nominee's name for the
benefit of his children and 38,942 shares are held in nominee's name for
a
Foundation in which Morris is co-trustee. The stock beneficially owned by
Morris
individually and through his immediate family was purchased with personal
funds
beginning in 1997, with the last purchase being made on 5-12-06. The reason
for
this filing was the exchange of class M shares to class A
shares.
ITEM
4.
PURPOSE OF TRANSACTION.
The
purpose of the acquisition of the stock beneficially owned by the reporting
person and his immediate family is for personal investment.
The
reporting person has no present plans or proposals that relate to or would
result in
any
of
the actions specified in clauses (a) through (j)
of
Item 4
of Schedule 13D, except that additional purchases may be made which would
not
result in the reporting person having beneficial ownership of 10% or more
of the
Issuer's outstanding common stock.
ITEM
5.
INTEREST IN SECURITIES OF THE ISSUER.
Morris
individually and through his immediate family beneficially owns 533,422 shares
of Class A common stock of the Company, which based on the Company's 2006
Annual
Report, represents approximately 13.09% of the outstanding common stock as
of
March 3 1, 2006.
Morris
has the sole voting power and the sole dispositive power over 184,700 shares
held for his benefit in nominee name. He has no voting power but he has shared
dispositive power with respect to the 178,180 shares held by his wife, in
nominee name for her benefit and the 138,600 shares held in nominee name
for the
benefit of his children, as well as, the38,942 shares registered in nominee
name
for a Foundation in which he is the co-trustee.
ITEM
6. CONTRACTS,
ARRANGEMENTS, UNDERSTANDING, OR RELATIONSHIP WITH RESPECT TO SECURITIES OF
THE
ISSUER.
None.
ITEM
7.
MATERIAL TO BE FILED AS EXHIBITS.
None.
Signature.
After
reasonable inquiry and to the best of my knowledge and belief, I certify
that
the information set forth in this statement is true, complete, and correct.
Date:
August 15, 2006
/s/
I.
Wistar Morris,
III
I.
Wistar
Morris, III