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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 28, 1994
AGWAY INC.
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(Exact name of registrant as specified in its charter)
Delaware 2-22791 15-0277720
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
333 Butternut Drive, DeWitt, New York 13214
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (315) 449-6431
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Item 5. Other Events
One of Agway Inc.'s significant investments, Curtice Burns
Foods, Inc. ("Curtice Burns"), announced on September 28,
1994 that it has accepted an offer from Pro-Fac Cooperative,
Inc. ("Pro-Fac") to acquire all outstanding shares of Curtice
Burns stock for $19 per share in cash and that Curtice Burns has
entered into a definitive merger agreement with Pro-Fac. A
copy of the Curtice Burns press release is attached.
Agway Inc., through its wholly owned subsidiary Agway
Holdings, Inc. ("AHI"), owns approximately 34% of the
outstanding common stock of Curtice Burns, AHI's ownership
consists of 14% of the Class A common stock and 99% of the
Class B common stock. The Class A common stock is publicly
traded on the American Stock Exchange. Agway Inc., through
its ownership of the Class B common stock, is entitled to elect
70% of the Board of Directors of Curtice Burns.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
AGWAY INC.
(Registrant)
Date September 28, 1994 By /s/ PETER J. O'NEILL
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Peter J. O'Neill
Senior Vice President
Corporate Finance and Control
(Principal Financial Officer and
Chief Accounting Officer)
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CURTICE BURNS BOARD VOTES TO ACCEPT ACQUISITION OFFER FROM PRO-FAC
COOPERATIVE FOR $19 PER SHARE
ROCHESTER, NEW YORK September 28, 1994...The Board
of Directors of Curtice Burns Foods, Inc. (AMEX:CBI) today
announced that it has accepted an offer from Pro-Fac
Cooperative to acquire all outstanding shares of Curtice Burns
stock for $19 per share in cash and that Curtice Burns has
entered into a definitive merger agreement with Pro-Fac.
Pro-Fac will make a cash tender offer for all outstanding shares
of Curtice Burns Class A and Class B common stock for $19 per
share. The tender offer will commence no later than October 4,
1994. Following the successful completion of this tender offer,
Curtice Burns will be merged with a subsidiary of Pro-Fac.
Each share of Curtice Burns not previously purchased by Pro-
Fac will be converted into the right to receive $19 in cash.
Pro-Fac has advised Curtice Burns that it expects to complete its
tender offer prior to November 15. In the merger agreement,
Curtice Burns has agreed not to pay a dividend for the current
quarter with a record date earlier than November 15. If the
tender offer has not been completed by November 15, the
Curtice Burns Board of Directors will consider whether a
dividend should be declared for the current quarter.
Pro-Fac's tender offer is subject to certain conditions, including
the valid tender of shares representing 90 percent of each class
of common stock of Curtice Burns, receipt by Pro-Fac of
financing sufficient to permit it to consummate the offer and
other customary conditions. Agway Inc., the holder of
approximately 99 percent of the Class B common stock and 14
percent of the Class A common stock, has agreed with Pro-Fac
to tender all its shares if a majority of the Class A shares not
held by Agway are tendered. Curtice Burns has, in the merger
agreement, required Pro-Fac to exchange shares of Class B
common stock for shares of Class A common stock if necessary
to meet the minimum 90 percent condition to the offer.
Financing for the Pro-Fac offer and to refinance existing bank
debt is to be obtained through approximately $200 million of
senior bank financing from Springfield Bank for Cooperatives,
which has committed such financing, and from the issuance of
up to $160 million in senior subordinated debt securities through
Pro-Fac's investment bank, Dillon, Read & Co. Inc. Dillon
Read has delivered a letter stating that it is highly confident that
it will be able to arrange such subordinated debt financing.
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After a review of Pro-Fac's offer, the Curtice Burns Board of
Directors voted in favor of the tender offer and related merger
and determined that the terms are fair to and in the best interest
of Curtice Burns shareholders. The Curtice Burns Board
recommends that its shareholders accept Pro-Fac's offer and
tender their shares.
Curtice Burns Chairman, Donald Pease, said, "Our Board is
pleased to have concluded the merger agreement with Pro-Fac.
Notwithstanding our recent disputes, Curtice Burns and our
controlling shareholder, Agway, are glad to be in agreement with
Pro-Fac and at the same time see that a fair price is paid to our
Class A and Class B shareholders."
As required by the merger agreement with Pro-Fac, Curtice
Burns is terminating all ongoing discussions between Curtice
Burns and Dean Foods Company, which had previously
proposed to acquire Curtice Burns for a maximum of $20 per
share in cash, subject to certain contingencies.
J. William Petty, President and Chief Executive Officer of
Curtice Burns, said, "The merger agreement with Pro-Fac is the
result of an intensive evaluation of strategic alternatives to
provide enhanced value to Curtice Burns shareholders, which
began in early 1993. This past June, when we announced that
our Board of Directors had decided to pursue a maximum $20
per share proposal from Dean Foods, we believed that the Dean
Foods transaction offered the best potential value for our
shareholders, compared with the $16.87 per share offer Pro-Fac
had proposed at that time. The Dean Foods proposal was
conditioned on a resolution of the disputes between Curtice
Burns and Pro-Fac regarding rights under the Integrated
Agreement between the two companies as well as the sale of the
Curtice Burns Nalley's business. After extensive efforts, it has
become clear that resolution of the disagreements with Pro-Fac
would only be resolved through arbitration proceedings. Pro-Fac
subsequently increased its offer to $19 a share, a significant
increase from its original proposal of $16.87 per share, and our
board concluded that this transaction not only provides a fair
price for Curtice Burns shares, but is also the only transaction
likely to be consummated in the near future.
"I would like to extend sincere thanks from myself and the entire
Curtice Burns Board to Dean Foods and its management for the
considerable time and effort they have put into trying to develop
a transaction with Curtice Burns. Dean Foods is an excellent
company with fine people."
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Roy Myers, General Manager for Pro-Fac Cooperative, said,
"Pro-Fac greatly appreciates the substantial time and effort put
in by the Curtice Burns Board and the many Curtice Burns
employees involved in the process. Pro-Fac looks forward to
continuing to work with the Curtice Burns employees and
continuing the thirty year relationship of the two companies."
Curtice Burns Foods processes and markets 21 product lines of
regional branded, private label and foodservice products through
seven autonomously managed divisions located throughout the
United States and Western Canada.
