<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
SEPTEMBER 26, 1995 REGISTRATION NO. 33-
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933
-------------------------------------------------------
<TABLE>
<S> <C>
AGWAY
AGWAY INC. FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE DELAWARE
(STATE OF INCORPORATION) (STATE OF INCORPORATION)
15-0277720 06-1174232
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
333 BUTTERNUT DRIVE, 1105 NORTH MARKET STREET,
DEWITT, NEW YORK 13214 WILMINGTON, DELAWARE 19801
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
315-449-6431 302-654-8371
</TABLE>
DAVID M. HAYES, Esq.
AGWAY INC.
BOX 4933
Syracuse, New York 13221
315-449-6436
(NAME AND ADDRESS OF AGENT FOR SERVICE)
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable on or after the effective date of this
Registration Statement.
If the only securities being registered on the Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.
-----
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. X
-----
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AGWAY INC.
Guarantee of the Debt Securities <F1> <F1> None
Series HM Preferred Stock .................... 4,000 shs $ 25 $ 100,000 $ 34.48
Membership Common Stock ...................... 4,000 shs $ 25 $ 100,000 $ 34.48
AGWAY FINANCIAL CORPORATION
Guaranteed, Subordinated Member and
Subordinated Money Market Certificates ..... $ 52,500,000 100% $ 52,500,000 $ 18,103.58
Guaranteed, Subordinated Member and
Subordinated Money Market Certificates under
the Interest Reinvestment Option ........... $ 18,850,000 100% $ 18,850,000 $ 6,500.05
------------ ----------
$ 24,672.59
===========
<FN>
<F1> No consideration will be received by Agway Inc. for the Guarantee.
</FN>
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
The registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
PAGE 1 OF 71. EXHIBIT INDEX APPEARS ON SEQUENTIALLY NUMBERED PAGE 18.
<PAGE>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SUBJECT TO COMPLETION DATED SEPTEMBER 26, 1995
PROSPECTUS
(logo) AGWAY INC.
AND
AGWAY FINANCIAL CORPORATION
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO
TITLE OF CLASS (1) PUBLIC OR COMMISSIONS (2) COMPANIES(3)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
AGWAY INC.
Guarantee of Debt Securities -- None --
Series HM Preferred Stock (4)
Per Unit $ 25 None $ 25
Total $ 100,000 None $ 100,000
Membership Common Stock (5)
Per Unit $ 25 None $ 25
Total $ 100,000 None $ 100,000
AGWAY FINANCIAL CORPORATION
Guaranteed, Subordinated Member and
Subordinated Money Market Certificates
Per Unit 100% None
Total $52,500,000 None $52,500,000
Guaranteed, Subordinated Member and
Subordinated Money Market
Certificates under the Interest Reinvestment Option
Per Unit 100% None
Total $18,850,000 None $18,850,000
</TABLE>
------------------
A complete description of the securities offered by Agway Financial
Corporation ("AFC") is set forth on pages 6 through 15 herein.
------------------
There is no market for any of the offered securities other than that
provided by Agway Inc. (Agway) and AFC (together the "Companies") through
their practice of repurchasing certain outstanding securities whenever
registered holders elect to tender them for repurchase. The Companies do not
intend to follow this practice with respect to the 8.0% Subordinated Money
Market Certificates described herein.
------------------
FOOTNOTES ARE LOCATED ON PAGE 2
THE DATE OF THIS PROSPECTUS IS
1
<PAGE>
FOOTNOTES:
(1) See pages 6 through 15 for a description of the securities being
offered and qualifications of the purchaser.
(2) The securities offered by this Prospectus are being offered by the
Companies through their employees. No commission or other
remuneration is being paid directly or indirectly to such persons
in connection with the offer and sale of the securities.
(3) It is assumed that all securities offered are sold and the amount
of proceeds is before deduction of estimated expenses of $109,000.
Because there is no underwriting of the securities offered, there
is no assurance that all or any part of the indicated proceeds will
be received by the Companies from the offering of the securities.
(4) The Series HM Preferred Stock may be purchased only by former
members of Agway Inc.
(5) The Membership Common Stock may be purchased only by persons
entitled to membership in Agway Inc.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS;
ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANIES. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, ANY
SECURITIES OTHER THAN THE SECURITIES COVERED BY THIS PROSPECTUS; NOR DOES IT
CONSTITUTE AN OFFER TO SELL, IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL
FOR THE COMPANIES TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANIES SINCE THE DATE HEREOF.
AVAILABLE INFORMATION
Agway is a cooperative association as defined in the Agricultural
Marketing Act of 1929 and as such is exempt from certain registration, proxy
and insider trading provisions of the Securities Exchange Act of 1934. AFC is
a wholly owned subsidiary of Agway. All holders of Membership Common Stock
receive an Annual Report in November of each year which contains the
information called for by Rule 14A-3(b). An Annual Report of Agway is also
sent in January of each year to all holders of securities who have elected the
interest reinvestment option. The Annual Report contains financial information
that has been audited and reported upon, with an opinion expressed by
certified public accountants. Other holders of securities may obtain an Annual
Report or Prospectus upon request from: Patricia Edwards, Assistant Secretary,
P. O. Box 4761, Syracuse, N.Y. 13221; Telephone: 315-449-6311. Agway shall
file with the Securities and Exchange Commission supplementary and periodic
information, documents and reports required of issuers under Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934. Reports and other
information filed with the Commission can be inspected and copied at the
public reference facilities of the SEC, Judiciary Plaza, 450 Fifth Street
N.W., Washington, D.C. 20549 as well as the following Regional Offices: 7
World Trade Center, Suite 1300, New York, New York 10048; and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, IL 60661-2511. Copies of such
materials can be obtained by mail from the Commission at prescribed rates.
Requests should be directed to the SEC's Public Reference Section. In
addition, materials may be inspected or obtained at 333 Butternut Drive,
DeWitt, New York 13214 (P. O. Box 4933, Syracuse, New York, 13221; Telephone:
315-449-6436).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Companies hereby incorporate by reference into this Prospectus the
Annual Report of Agway on Form 10-K filed on September 18, 1995, pursuant to
Section 13 of the Securities Exchange Act of 1934, for the fiscal year ended
June 30, 1995 (File Number 2-22791). In an exemptive order granted by the
Securities and Exchange Commission, AFC, as a separate company, is not
required to file periodic reports with respect to these debt securities but
does report summarized AFC financial information in Agway's financial
statement footnotes.
All reports and other documents filed by Agway pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Certificates
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such reports and documents.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE - CONTINUED
The Companies will provide a copy of any of the foregoing documents
incorporated herein by reference (other than exhibits to such documents),
without charge to each person to whom a copy of this Prospectus is delivered,
upon the written or oral request of any such person to: Patricia Edwards,
Assistant Secretary, P. O. Box 4761, Syracuse, N.Y. 13221, Telephone:
315-449-6311.
THE COMPANIES
Agway Inc., incorporated under the Delaware General Corporation Law in
1964 and headquartered at 333 Butternut Drive, DeWitt, New York, 13214
(Telephone Number 315-449-6436), is an agricultural cooperative directly
engaged in product manufacturing, processing and distribution, wholesale
purchasing and marketing of agricultural related products for its members and
other patrons in twelve northeastern states.
AFC, a wholly owned subsidiary of Agway, is a Delaware corporation
incorporated in 1986 with principal executive offices at 1105 North Market
Street, Wilmington, Delaware 19801 (Telephone Number 302-654-8371). AFC's
business activities consist primarily of securing financing through bank
borrowings and issuance of corporate debt instruments to provide funds to its
sole stockholder, Agway, and AFC's wholly owned subsidiary, Agway Holdings,
Inc. (AHI) and its subsidiaries, for general corporate purposes. The payment
of principal and interest on this and on the debt securities offered by this
Prospectus is absolutely and unconditionally guaranteed by Agway. AFC, through
certain subsidiaries of AHI, is involved in the retail sale of farm-related
products, pet foods and animal care products, and yard and garden products;
wholesale distribution of certain product categories to franchised
representatives and other businesses; distribution of petroleum products;
repackaging and marketing of vegetables; underwriting and sale of certain
types of property and casualty insurance; sales of health insurance; and lease
financing.
On July 1, 1994, certain subsidiaries of AFC were transferred to Agway
Inc. and certain operating divisions of Agway Inc. were transferred to AFC.
Reference is made to Note 2 to the financial statements in the Agway Inc. 10-K
for the fiscal year ended June 30, 1995.
3
<PAGE>
SELECTED FINANCIAL DATA OF AGWAY INC. AND CONSOLIDATED SUBSIDIARIES
AND RATIO OF MARGINS (EARNINGS)
The following "Selected Financial Data" of Agway Inc. and Consolidated
Subsidiaries has been derived from consolidated financial statements audited
by Coopers & Lybrand L.L.P., whose unqualified reports for the periods ended
June 30, 1995, 1994 and 1993 are included in the Annual Report on Form 10-K,
and should be read in conjunction with the full consolidated financial
statements and notes thereto.
<TABLE>
<CAPTION>
(Thousands of Dollars Except Per Share and Ratio Amounts)
-----------------------------------------------------------------------
Years Ended June 30,
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Net sales & revenues <F1>............... $ 2,082,861 $ 2,187,193 $ 2,278,829 $ 2,390,652 $ 2,577,706
=========== =========== =========== =========== ===========
Margin (loss) from continuing
operations <F1><F2>................. $ (22,962) $ (5,682) $ 24,218 $ (59,188) $ (6,049)
=========== =========== =========== =========== ===========
Net margin (loss) <F3>.................. $ (15,908) $ (3,304) $ 19,750 $ (58,813) $ (6,420)
=========== =========== =========== =========== ===========
Total assets <F1>....................... $ 1,354,091 $ 1,400,314 $ 1,352,064 $ 1,372,992 $ 1,385,681
=========== =========== =========== =========== ===========
Total long-term debt <F1>............... $ 301,190 $ 291,587 $ 261,690 $ 278,314 $ 284,258
=========== =========== =========== =========== ===========
Total long-term subordinated debt <F1>.. $ 406,258 $ 414,306 $ 386,303 $ 389,551 $ 327,650
=========== =========== =========== =========== ===========
Preferred stock ........................ $ 65,635 $ 71,338 $ 53,474 $ 64,522 $ 64,384
=========== =========== =========== =========== ===========
Cash dividends per share of common stock $ 1.50 $ 1.50 $ 1.50 $ 1.50 $ 1.50
=========== =========== =========== =========== ===========
<FN>
<F1> Certain amounts reported in fiscal years ended June 30, 1991-1994 have been reclassified to conform to current year
presentation of Hood being re-introduced as a continuing operation.
<F2> 1995 and 1994 data reflects the adoption of Statement of Financial Accounting Standard No. 106, "Accounting for
Postretirement Benefits Other Than Pensions." See Note 13 to the financial statements in the Agway Inc. 10-K for the
fiscal year ended June 30, 1995.
<F3> 1992 data reflects a $75,000 charge before taxes for business restructuring; 1994 data reflects a $6,065 credit before
taxes from business restructuring; 1995 data reflects a $16,724 loss before taxes on investment value and divestiture
expenses related to Hood, an after-tax gain on the sale of Curtice Burns of $4,430 and a credit before taxes from
business restructuring of $3,248. See Note 3 and 17 to the financial statements in the Agway Inc. 10-K for the fiscal
year ended June 30, 1995.
</FN>
</TABLE>
RATIO OF MARGINS (EARNINGS)
For purposes of this ratio, margins from continuing operations
represent margins before (i) income taxes and discontinued operations and (ii)
fixed charges and preferred dividend requirements. Fixed charges include
interest on debt and the interest factor of rent. The pro-forma ratio of
margins to fixed charges and to fixed charges and preferred dividends combined
of Agway Inc. (parent) as of June 30, 1995, after giving effect to the
issuance of the certificates offered hereby would be 1.1 and 1.3,
respectively.
<TABLE>
<S> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Ratio of margins to fixed charges:
Agway Inc. and Consolidated
Subsidiaries (1) 0.6 0.8 1.1 0.1 1.0
=== ===== === ===== ===
Agway Inc. (2) 1.6 (0.1) 1.5 (3.1) 2.0
=== ===== === ===== ===
Ratio of margins to fixed charges and
preferred dividends combined:
Agway, Inc. and Consolidated
Subsidiaries (1) 0.6 0.9 1.2 0.1 1.0
=== ===== === ===== ===
Agway Inc. (2) 2.0 (0.1) 1.4 (2.3) 1.5
=== ===== === ===== ===
</TABLE>
4
<PAGE>
SELECTED FINANCIAL DATA OF AGWAY INC. AND CONSOLIDATED SUBSIDIARIES
AND RATIO OF MARGINS (EARNINGS) (CONTINUED)
RATIO OF MARGINS (EARNINGS) (CONTINUED)
(1) Certain ratios reported in fiscal years ended June 30, 1991-1994 have
changed as a result of Hood being re-introduced as a continuing operation.
(2) Parent-company ratios are presented since all of AFC's debt is
unconditionally guaranteed by Agway Inc.
USE OF PROCEEDS
There is no underwriting of the securities offered; thus there is no
assurance that all or any of the proceeds will be received. The net proceeds
of the sale of the offered securities will be no greater than $71,350,000. The
funds received will be applied by the Companies approximately in the relative
order that follows:
<TABLE>
<CAPTION>
AGWAY AFC TOTAL %
----------- ----------- ----------- -----
<S> <C> <C> <C> <C>
Offering expenses $ 1,000 $ 108,000 $ 109,000 .2
Repurchase of outstanding securities 1,252,000 54,000,000 55,252,000 77.4
Redemption of long-term debt -- 15,989,000 15,989,000 22.4
----------- ----------- ----------- -----
$ 1,253,000 $70,097,000 $71,350,000 100.0%
=========== =========== =========== =====
</TABLE>
Although the exact amount is presently indeterminable, it is anticipated
that approximately $55,252,000 of the proceeds of this offering will be used
for the repurchase of outstanding securities, which is a continuation of a
practice of providing a market for the securities by repurchasing such
securities (at par value in the case of preferred and common stock, and at the
principal plus accrued interest in the case of debentures and certificates) as
the holders (members or other investors) elect to tender the securities for
repurchase. The practice of repurchasing securities will not be followed with
respect to the 8.0% Subordinated Money Market Certificates described herein.
The amounts of each type of security estimated to be repurchased within the
next year are as follows:
Subordinated Debentures $ 3,348,000
Money Market Certificates 50,652,000
Preferred Stock 1,200,000
Common Stock 52,000
-----------
$55,252,000
===========
Approximately $30,700,000 of the securities at rates of 7.0%-8.5%, will
mature on October 31, 1995. Because the remaining securities estimated to be
repurchased are those presented by the holders, the Companies cannot determine
at this time the interest rates or maturities of the debt securities which may
be repurchased. If the proceeds of this offering are not sufficient to provide
funds for the repurchase of all securities tendered for repurchase, Agway
intends to utilize available cash from other sources for additional
repurchases. Long-term debt which may be paid consists of long-term senior
debt, capital leases and non-compete payments. The long-term senior debt
consists of a loan with a variable interest rate (8.35% on September 22, 1995)
that will mature on October 1, 1995.
MARKET PRICE OF AND DIVIDENDS ON AGWAY'S COMMON EQUITY
The incidents of ownership of Agway's Membership Common Stock differ
considerably from those of common stock ownership in the usual business
corporation. The Membership Common Stock may be purchased only by persons
entitled to membership in the Company. Only farmers and cooperative
organizations of farmers who purchase farm supplies or services or market farm
products through Agway may be members. By reason of the fact that the Company
functions as an agricultural cooperative, its Membership Common Stock
primarily serves the purpose of evidencing membership in the Company rather
than of evidencing an equity interest in the Company. The equity claim of
Membership Common stockholders to the assets of Agway is measured by, and
restricted to, the $25 par value of the share, plus dividends declared and
unpaid, if any, for the current year. Dividends which may be declared in any
one year are not to exceed 8% of the par value of Membership Common Stock ($2
per share).
There is no market for common stock other than that provided by Agway
through its practice of repurchasing outstanding shares whenever registered
holders thereof elect to tender them for repurchase.
5
<PAGE>
DESCRIPTION OF SECURITIES TO BE REGISTERED
AGWAY INC.
DESCRIPTION OF HONORARY MEMBER PREFERRED STOCK, SERIES HM ($25 PAR VALUE)
Agway is authorized to issue 80,000 shares of Honorary Member preferred
stock having a par value of $25 per share (the "Series HM Preferred Stock").
The summary description of the Series HM Preferred Stock which follows is
subject in all respects to the provisions of the amended Certificate of
Incorporation and By-laws of Agway, copies of which have been filed as
exhibits to the Registration Statement.
LIMITATIONS ON OWNERSHIP AND TRANSFER. Series HM Preferred Stock may be
issued only to former members of Agway and no more than one share of such
stock may be issued to any one person. No subscription for this stock will be
accepted unless the subscriber was a member of Agway. Series HM Preferred
Stock may not be transferred other than to Agway except with its written
consent endorsed on the certificate. Pursuant to its By-laws, Agway will
permit transfer of such stock only to persons who were members in Agway and
will limit ownership of the stock to one share per person.
DIVIDEND RIGHTS. The holders of the Series HM Preferred Stock are
entitled to receive annual dividends, when and as declared by the Board of
Directors. Dividends are non-cumulative. There are no restrictions in any
indenture or other agreement respecting the payment of dividends on Series HM
Preferred Stock.
VOTING RIGHTS. The holders of Series HM Preferred Stock have no voting
rights.
LIQUIDATION RIGHTS. In the event of any distribution of assets in
liquidation or dissolution of Agway, all debts of Agway shall be paid before
the holders of any class or series of preferred stock or common stock are
entitled to any distribution of assets. If assets remain after all debts are
paid, the holders of the Series HM Preferred Stock would be entitled, subject
to the liquidation rights of the Series A Preferred Stock, Series B Preferred
Stock, Series B-1 Preferred Stock and Series C Preferred Stock, to receive
only the par value thereof ($25 per share) plus accrued dividends, if any. Any
net assets of Agway remaining after payment of the par value and accrued
dividends on the Series HM Preferred Stock would be distributed to the holders
of the common stock of Agway and any net assets remaining after the rights of
such holders had been satisfied would be distributed to the members and/or
patrons of Agway to whom its retained margin would be credited.
GENERAL. The Series HM Preferred Stock has no pre-emptive or conversion
rights. The shares of Series HM Preferred Stock will be, when issued, duly
authorized, validly issued and fully paid and non-assessable and the holders
thereof will not be liable for any payment of Agway's debts.
REDEMPTION PROVISIONS. The Series HM Preferred Stock is subject, at the
option of the Board of Directors, to redemption as a whole or in part, upon
payment of the par value thereof ($25 per share) with all accrued dividends to
the date fixed for redemption. In case of partial redemption, shares to be
redeemed shall be drawn by lot. There are no restrictions in any indenture or
other document respecting the redemption or purchase of shares by Agway.
REPURCHASE PRACTICE. While there is no guarantee of repurchase, it is
the present practice of Agway to repurchase, at par, the share of any holder
of Series HM Preferred Stock when presented for repurchase, and it is the
intention of Agway to follow such practice in the future.
6
<PAGE>
DESCRIPTION OF SECURITIES TO BE REGISTERED (CONTINUED)
AGWAY INC. - (CONTINUED)
DESCRIPTION OF MEMBERSHIP COMMON STOCK ($25 PAR VALUE)
Agway is authorized to issue 300,000 shares of membership common stock
having a par value of $25 per share (the "Membership Common Stock"). The
summary description of the Membership Common Stock which follows is subject in
all respects to the provisions of the amended Certificate of Incorporation and
By-laws of Agway, copies of which have been filed as exhibits to the
Registration Statement.
LIMITATIONS ON OWNERSHIP AND TRANSFER. Membership Common Stock may be
issued only to persons entitled to membership in Agway, and no more than one
share of such stock may be issued to any one person. No subscription for
Membership Common Stock will be accepted unless the subscriber is qualified
for membership in Agway. Membership in Agway consists of farmers or
cooperative organizations of farmers who are record holders of one share of
Membership Common Stock of Agway and who purchase farm supplies or farm
services or market farm products through Agway or franchised representatives.
Membership Common Stock may not be transferred other than to Agway except with
its written consent endorsed on the certificate. Pursuant to its By-laws,
Agway will permit transfer of such stock only to persons entitled to
membership in Agway and will limit ownership of the stock to one share per
person. If any holder of Membership Common Stock has ceased to be a member of
Agway because the member has ceased to be a farmer, or because the member has
done no business with Agway since the beginning of its preceding fiscal year,
such stock held by the member may be called for repurchase at the par value
thereof, plus accrued dividends, if any. It is the present intention of Agway
to call such stock for repurchase under such circumstances.
DIVIDEND RIGHTS. The holders of the Membership Common Stock are entitled
to receive, when and as declared by the Board of Directors, annual dividends
not to exceed 8% of par value ($2 per share). Dividends are non-cumulative.
The holders of preferred stock are entitled to receive, when and as declared
by the Board of Directors, preferential dividends before any dividends shall
be declared or paid or set aside for the Membership Common Stock. Such
dividends are cumulative except in the case of HM Preferred Stock. There are
no other restrictions in any indenture or other agreement respecting the
payment of dividends on Membership Common Stock.
VOTING RIGHTS. The Membership Common Stock carries the exclusive voting
rights of Agway, on the basis of one vote for each share of such stock.
LIQUIDATION RIGHTS. In the event of any liquidation of Agway or other
disposition of its assets, the holders of the Membership Common Stock would be
entitled, after all debts of Agway are paid, subject to the liquidation rights
of the Series A Preferred Stock, the Series B Preferred Stock, the Series B-1
Preferred Stock, the Series C Preferred Stock and the Series HM Preferred
Stock to receive only the par value thereof ($25 per share) plus dividends
declared and unpaid, if any, for the current year. Any net assets of Agway
remaining after payment of the par value and accrued dividends on the
Membership Common Stock would be distributed to the members and/or patrons of
Agway to whom its retained margin would be credited. No person is entitled to
any distribution of assets with respect to the retained margin or otherwise
prior to the dissolution of Agway.
GENERAL. The Membership Common Stock has no pre-emptive or conversion
rights. The shares of Membership Common Stock will be, when issued, duly
authorized, validly issued and fully-paid and non-assessable and the holders
thereof will not be liable for any payment of Agway's debts.
REDEMPTION PROVISIONS. The Membership Common Stock is subject to
redemption if any holder ceases to be a member of Agway.
REPURCHASE PRACTICE. While there is no guarantee of repurchase, it is
the present practice of Agway to repurchase, at par, the share of any holder
of Membership Common Stock when presented for repurchase, and it is the
intention of Agway to follow such practice in the future.
7
<PAGE>
DESCRIPTION OF SECURITIES TO BE REGISTERED (CONTINUED)
AGWAY FINANCIAL CORPORATION
The following are the securities currently being issued by AFC, which are
absolutely and unconditionally guaranteed by Agway (such securities being
referred to herein as the "Certificates"). In addition, AFC may change the
minimum rate of interest offered or the maturity date for certificates sold
after the date of such change by filing a supplement to this Prospectus with
the Securities and Exchange Commission setting forth the new terms. Any change
in the interest rate or maturity date offered will not affect the rate of
interest on or maturity date of any Debentures theretofore issued.
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO
TITLE OF CLASS PUBLIC OR COMMISSIONS AFC
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CERTIFICATES:
Subordinated Money Market Certificates
(minimum 6.75% per annum) due October
31, 2003 (the "6.75% Certificates")
Per Unit 100% None $ 100
Total $ 2,500,000 None $ 2,500,000
Subordinated Money Market Certificates
(minimum 7.25% per annum) due October
31, 2003 (the "7.25% Member Certificates")
Per Unit 100% None $ 100
Total $ 5,000,000 None $ 5,000,000
Subordinated Money Market Certificates
(minimum 7.0% per annum) due October
31, 2003 (the "7.0% Certificates")
Per Unit 100% None $ 5,000
Total $ 5,000,000 None $ 5,000,000
Subordinated Money Market Certificates
(minimum 7.50% per annum) due October
31, 2003 (the "7.50% Member Certificates")
Per Unit 100% None $ 5,000
Total $ 20,000,000 None $ 20,000,000
Subordinated Money Market Certificates
(minimum 8.0% per annum) due October
31, 1998 (the "8.0% Certificates")
Per Unit 100% None $ 2,000
Total $ 20,000,000 None $ 20,000,000
Subordinated Member and Subordinated Money Market
Certificates under the Interest Reinvestment
Option (ranging from minimum of 4.5% to 9.5%
per annum) due from October 31, 1996 through
October 31, 2008
Per Unit 100% None
Total $ 18,850,000 None $ 18,850,000
</TABLE>
8
<PAGE>
DESCRIPTION OF SECURITIES TO BE REGISTERED (CONTINUED)
AGWAY FINANCIAL CORPORATION - (CONTINUED)
DESCRIPTION OF THE CERTIFICATES
Interest Rates. Interest on the 6.75% Certificates and 7.25% Member
Certificates, issued in $100 denominations, is payable semiannually on January
1 and July 1, and at maturity, at a rate per annum for each semiannual period
equal to the greater of:
(1) the Certificates' "stated rate" (the "stated rate" is 6.75% for the
6.75% Certificates, and 7.25% for the 7.25% Member Certificates);
and,
(2) one-half percent (.5%) below the "Treasury Bill Rate" (as defined
below).
Interest on the 7.0% Certificates and 7.5% Member Certificates, issued
in $5,000 denominations, is payable semiannually on January 1 and July 1, and
at maturity, at a rate per annum for each semiannual period equal to the
greater of:
(1) the Certificates' "stated rate" (the "stated rate" is 7.0% for the
7.0% Certificates and 7.5% for the 7.5% Member Certificates); and,
(2) the "Treasury Bill Rate" (as defined below).
Interest on the 8.0% Certificates, issued in $2,000 denominations, is
payable semiannually on January 1 and July 1, and at maturity, at a rate per
annum for each semiannual period equal to the greater of:
(1) the Certificates' "stated rate" of 8.0%; and,
(2) the "Treasury Bill Rate" (as defined below).
U.S. Treasury bills are issued and traded on a discount basis, the
amount of the discount being the difference between their face value at
maturity and their sales price. The per annum discount rate on a U.S. Treasury
bill is the percentage obtained by dividing the amount of the discount on such
U.S. Treasury bill by its face value at maturity and annualizing such
percentage on the basis of a 360-day year. The Federal Reserve Board currently
publishes such rates weekly in its Statistical Release H.15 (519). Unlike the
interest on U.S. Treasury bills, interest on the certificates will not be
exempt from state and local income taxation.
The "Treasury Bill Rate" for each semiannual interest payment date is the
arithmetic average of the weekly per annum auction average discount rates at
issue date for U.S. Treasury bills with maturities of 26 weeks (which may vary
from the market discount rates for the same weeks), as published for each week
by the Federal Reserve Board, during the period June 1 to November 30,
inclusive, for the January 1 interest payment date or during the period
December 1 to May 31 inclusive, for the July 1 interest payment date or during
the period June 1 to September 30 for interest payable on the maturity date
(each such period, an "Interest Determination Period"). In the event that the
Federal Reserve Board does not publish the weekly per annum auction average
discount rate for a particular week, AFC shall select a publication of such
rate by any Federal Reserve Bank or any U.S. Government department or agency
to be used in computing the arithmetic average. The Treasury Bill Rate will be
rounded to the nearest one hundredth of a percentage point.
In the event that AFC in good faith determines that for any reason a
Treasury Bill Rate is not published for a particular week in an Interest
Determination Period with respect to a particular interest payment date or the
maturity date, as applicable, an "Alternate Rate" will be substituted for the
Treasury Bill Rate for such period and date. The Alternate Rate will be the
arithmetic average of the weekly per annum auction average discount rates for
those weeks in the relevant Interest Determination Period for which rates are
published as described above, if any, and the weekly per annum auction average
discount rates or market discount rates or stated interest rates for
comparable issue(s) of securities as is selected by AFC, with the concurrence
of the Trustee, for those weeks in the Interest Determination Period for which
no rate is published as described above. The Alternate Rate will be rounded to
the nearest one hundredth of a percentage point.
9
<PAGE>
DESCRIPTION OF SECURITIES TO BE REGISTERED (CONTINUED)
AGWAY FINANCIAL CORPORATION - (CONTINUED)
DESCRIPTION OF THE CERTIFICATES (CONTINUED)
In the further event that AFC in good faith determines that neither the
Treasury Bill Rate nor Alternate Rate can be computed for the period June 1 to
November 30, inclusive for the January 1 interest payment date or for the
period December 1 to May 31, inclusive, for the July 1 interest payment date,
the rate of interest payable with respect to any Certificate will be the rate
stated thereon.
The last interest payment date for the Certificates is the date of
maturity. Interest payable on the Certificates at maturity shall be calculated
as described above, during the period June 1 to September 30 in the year of
maturity.
The following chart sets forth for the periods indicated:
(1) The "Treasury Bill Rate", as defined above.
(2) The highest per annum discount rate on six month U.S. Treasury
Bills at one of the 26 auctions during the period used to
calculate the "Treasury Bill Rate".
(3) The lowest per annum discount rate on six month U.S. Treasury
Bills at one of the 26 auctions during the period used to
calculate the "Treasury Bill Rate".
<TABLE>
<CAPTION>
Payment Average
Date "Treasury Bill Rate" High Low
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Jan.-91 7.35% 7.75% 6.96%
Jul.-91 6.05% 6.96% 5.61%
Jan.-92 5.32% 5.97% 4.50%
Jul.-92 3.97% 4.39% 3.71%
Jan.-93 3.28% 3.90% 2.78%
Jul.-93 3.13% 3.46% 2.95%
Jan.-94 3.16% 3.30% 3.02%
Jul.-94 3.71% 4.81% 3.14%
Jan.-95 5.04% 5.85% 4.53%
Jul.-95 6.01% 6.42% 5.65%
</TABLE>
If the Certificates currently being offered had been outstanding on July
1, 1995, the stated interest rates would have been paid. Although the period
June 1, 1995 to November 30, 1995, is not complete as of the date of this
Prospectus (and hence the Treasury Bill Rate for the January 1, 1995 interest
payment date cannot yet be determined), the Treasury Bill Rate as of September
18, 1995, was 5.22%.
The six-month U.S. Treasury bill rate has fluctuated widely during the
periods shown in the chart. This rate can be expected to fluctuate in the
future. These fluctuations will cause the rate of interest payable on the
Certificates issued in $5,000 and $2,000 denominations to exceed the stated
rate whenever the Treasury Bill Rate exceeds the stated rate. Interest payable
on the Certificates issued in $100 denominations will exceed the stated rate
when the Treasury Bill Rate exceeds the stated rate by more than one-half
percent (.5%).
GENERAL. AFC is empowered to issue the Certificates pursuant to the
indenture dated as of August 23, 1989, between AFC and the Key Bank of New
York, as Trustee, as supplemented by the supplemental indenture dated August
24, 1992. The indenture and supplemental indenture are filed as exhibits to
the Registration Statement and reference is made thereto for a complete
statement of the terms and provisions of these Certificates.
10
<PAGE>
DESCRIPTION OF SECURITIES TO BE REGISTERED (CONTINUED)
AGWAY FINANCIAL CORPORATION - (CONTINUED)
DESCRIPTION OF THE CERTIFICATES (CONTINUED)
The Certificates bear interest payable semiannually on January 1 and
July 1 of each year and at maturity at the rates quoted herein. Principal and
interest on the Certificates will be payable at the office of the transfer
agent, Agway, in DeWitt, New York. Additional amounts may be added to the
principal of any Certificate pursuant to an election by the holder thereof to
have the semiannual interest payments added to and increase the principal
amount of the Certificate. The 6.75% Certificates and 7.25% Member
Certificates are to be issued in registered form only in denominations of $100
and multiples thereof. The 7.0% Certificates and 7.5% Member Certificates are
to be issued in registered form only in denominations of $5,000 and multiples
thereof. The 8.0% Certificates (not eligible for the Company's normal
repurchase practice) are to be issued in registered form only in denominations
of $2,000 and multiples thereof. The 7.25% Member Certificates and 7.5% Member
Certificates may be purchased only by members of Agway. The 6.75% and 7.0%
Certificates may be sold to the general public and are generally purchased by
non-member patrons of Agway, Agway employees and former employees. The 8.0%
Certificates (not subject to repurchase practice) may be purchased by both
members of Agway and the general public.
The Certificates are unsecured obligations of AFC, and the payment
thereof is to be subordinated to other debt (except debts similarly
subordinated) as hereinafter mentioned. There is no provision in the
indentures that would prevent AFC or Agway from incurring additional debt or
which would restrict the interest rate or other terms of such other debt.
TRANSFER. The 7.25% Member Certificates and the 7.5% Member Certificates
are not transferable by the holder thereof except by will or by operation of
law. The 6.75%, 7.0% and 8.0% Certificates are freely transferable.
REDEMPTION PROVISIONS. Upon not less than 30 days written notice, AFC
may, at its option, redeem all, or by lot, from time to time any part of the
Certificates at the principal amount thereof, together with accrued interest
from the last interest payment date to the date fixed for redemption at the
stated rate. Should the Certificates be redeemed by lot, all Certificates not
redeemed will be accorded equal treatment in any subsequent redemption.
REPURCHASE PRACTICE. While there is no guarantee of repurchase, it is
the present practice of AFC to repurchase at face value, plus interest accrued
at the stated rate, the Certificates of any holder whenever presented for
repurchase. It is the intention of AFC to follow such practice in the future
with respect to all of the Certificates offered in this Prospectus except the
8.0% Certificates, which AFC does not intend to repurchase.
INTEREST REINVESTMENT OPTION. At the time of application for purchase of
the Certificates, or at any time thereafter, the holder may elect to have all
interest paid on the Certificate reinvested automatically. In the event that
the automatic reinvestment option is elected, the interest due on each
semiannual interest payment date will be added to the principal amount of the
Certificate and will earn interest thereafter on the same basis as the
original principal amount. This election may be revoked only as to future
interest payments at any time by written notice to AFC, effective on the date
when the revocation notice is duly received by AFC. Interest reinvested will
be subject to federal income tax as if it had been received by the certificate
holder at the time reinvested.
SUBORDINATION PROVISIONS. The payment of the principal and interest on
the Certificates is subordinated in right of payment, to the extent set forth
in the indenture, to the prior payment in full of all "Senior Debt." Senior
Debt is defined as the principal of, and interest on (a) indebtedness (other
than the indebtedness of AFC with respect to its debentures and Certificates
issued under indentures dated as of August 25, 1982, September 1, 1985,
September 2, 1985, September 1, 1986, August 24, 1987, August 23, 1988 and
August 23, 1989 and supplemental indenture dated August 24, 1992) of AFC for
money borrowed from or guaranteed to banks, trust companies, insurance
companies, and other financial institutions, including dealers in commercial
paper, charitable trusts, pension trusts, and other investing organizations,
evidenced by notes or similar obligations, or (b) indebtedness (other than
with respect to the indentures noted in clause (a) above) of AFC evidenced by
notes, debentures or certificates issued under the provisions of an indenture
of similar instrument between AFC and a bank trust company, unless in any case
covered by clause (a) or (b) the instrument creating or evidencing the
indebtedness provides that
11
<PAGE>
DESCRIPTION OF SECURITIES TO BE REGISTERED (CONTINUED)
AGWAY FINANCIAL CORPORATION - (CONTINUED)
DESCRIPTION OF THE CERTIFICATES (CONTINUED)
such indebtedness is not superior or is subordinate in right of payment to the
certificates. Senior Debt, as thus defined, includes all debt presently
outstanding except indebtedness with respect to the debentures described in
clause (a) above. As of September 15, 1995, Senior Debt of $72,000,000 was
outstanding.
In the event of any distribution of assets of AFC under any total
liquidation or reorganization of AFC, the holders of all Senior Debt shall be
entitled to receive payment in full before the holders of the Certificates are
entitled to receive any payment. After payment in full of the Senior Debt, the
holders of the Certificates will be entitled to participate in any
distribution of assets, both as such holders and by virtue of subrogation to
the rights of the holders of Senior Debt, to the extent that the Senior Debt
was benefited by the receipt of distributions to which the holders of the
Certificates would have been entitled if there had been no subordination. By
reason of such subordination, in the event of AFC's insolvency, holders of
Senior Debt may receive more, ratably, and holders of the certificates may
receive less, ratably, than other creditors of AFC. The subordinated
debentures and Certificates rank pari passu with each other.
MODIFICATION OF INDENTURES. The indentures permit modification or
amendment thereof, but no modification of the terms of payment or reducing the
percentage required for modification will be effective against any certificate
holder without his consent.
EVENTS OF DEFAULT AND WITHHOLDING OF NOTICE THEREOF TO CERTIFICATE
HOLDERS. The indentures provide for the following Events of Default: (i)
failure to pay interest upon any of the Certificates when due, continued for a
period of 30 days; (ii) failure to pay principal of the Certificates or Senior
Debt when due; (iii) failure to perform any other covenant of AFC as set forth
in the indentures, continued for 90 days after written notice by the Trustee
or the holders of at least 25% in principal amount of the Certificates then
outstanding.
The Trustee, within 90 days after the occurrence of the default, is to
give the certificate holders notice of all defaults known to Trustee, unless
cured prior to the giving of such notice, provided that, except in the case of
default in the payment of principal or interest on any of the Certificates,
the Trustee may withhold such notice if and so long as it in good faith
determines that the withholding of such notice is in the interest of the
certificate holders.
Upon the happening and during the continuance of a default, the Trustee
or the holders of 25% in aggregate principal amount of the Certificates may
declare the principal of all the Certificates and the interest accrued thereon
due and payable, but the holders of a majority of the Certificates may waive
all defaults and rescind such declaration if the default is cured. Subject to
the provisions of the indenture relating to the duties of the Trustee in case
any such default shall have occurred and be continuing, the Trustee will be
under no obligation to exercise any of its rights or powers at the request,
order or direction of any of the certificate holders unless they shall have
offered to the Trustee reasonable security or indemnity. Subject to such
provisions for security or indemnity, a majority of the holders of outstanding
Certificates will have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee.
GUARANTEE BY AGWAY. Agway has guaranteed absolutely and unconditionally
the payment of principal, premium and interest of the Certificates. The
guarantee is subordinated to Senior Debt of Agway and of AFC to the same
extent that the Certificates are subordinated.
THE TRUSTEE. AFC will maintain a demand account and conduct routine
banking business with the Key Bank of New York, Trustee. The Trustee is also
the Trustee of a supplemental indenture dated as of October 1, 1986, between
the Trustee, Agway and AFC, which amends the indentures between the Trustee
and Agway dated as of August 25, 1982, September 1, 1985, September 2, 1985,
and September 1, 1986. The debentures and certificates issued under the August
25, 1982, September 1, 1985, September 2, 1985, September 1, 1986, August 24,
1987, August 23, 1988, and August 23, 1989 indentures and the supplemental
indenture dated August 24, 1992 rank equally as debt instruments of AFC with
the certificates covered by the indenture dated August 23, 1989 being
described herewith.
The indentures contain certain limitations on the right of the Trustee,
as a creditor of AFC, to obtain payment of claims in certain cases, or to
realize on certain property received in respect of any such claim as security
or otherwise.
12
<PAGE>
DESCRIPTION OF SECURITIES TO BE REGISTERED (CONTINUED)
AGWAY FINANCIAL CORPORATION - (CONTINUED)
DESCRIPTION OF THE CERTIFICATES (CONTINUED)
AUTHENTICATION AND DELIVERY. The Certificates may be authenticated and
delivered upon the written order or AFC without any further corporate action.
SATISFACTION AND DISCHARGE OF INDENTURES. The indentures may be
discharged upon payment or redemption of all Certificates or upon deposit with
the Trustee of funds sufficient therefor.
EVIDENCE AS TO COMPLIANCE WITH CONDITIONS AND COVENANTS. As evidence of
compliance with the covenants and conditions provided for in the indentures,
AFC is to furnish to the Trustee Officer's Certificates each year stating that
such covenants and conditions have been complied with.
On October 1, 1986, AFC assumed Agway's obligations under the indentures
between the Trustee and Agway. A supplemental indenture was filed as an
exhibit to the Registration Statement No. 33-8676, dated September 11, 1986,
and reference is made thereto for a complete statement of the terms and
provisions of such obligations.
DESCRIPTION OF THE INTEREST REINVESTMENT OPTION
GENERAL. If the Certificate holder has elected to have all interest paid
on the Certificate reinvested automatically, the interest due on each
semiannual interest payment date will be added to the principal amount of the
certificate and will earn interest thereafter on the same basis as the
original principal amount. This election may be revoked - as to future
interest payments only - by written notice to AFC, effective on the date when
the revocation notice is duly received by AFC. Interest reinvested will be
subject to federal income tax as if it had been received by the certificate
holder at the time reinvested.
RATES ON PREVIOUSLY ISSUED CERTIFICATES. The stated rates of interest on
Certificates previously issued by AFC that remain outstanding (and upon which
the interest reinvestment option might be exercised by any holder thereof) are
as follows:
Certificates having minimum face amounts of $100:
<TABLE>
<CAPTION>
Stated Rate of Interest Due October 31, Stated Rate of Interest Due October 31,
----------------------- --------------- ----------------------- ---------------
<S> <C> <C> <C>
5.0% 1996 8.0% 2004
5.5% 1996 8.5% 2004
9.0% 1997 7.5% 2005
9.5% 1997 8.0% 2005
4.5% 2001 8.5% 2005
5.0% 2001 5.5% 2006
6.5% 2001 6.0% 2006
7.0% 2001 6.0% 2008
7.0% 2002 6.5% 2008
7.5% 2002 8.5% 2008
6.75% 2003 9.0% 2008
7.25% 2003
</TABLE>
Interest on these outstanding Certificates is payable semiannually on
January 1 and July 1, and at maturity, at the rate per annum for each
semiannual period equal to the greater of:
(1) the Certificates' "stated rate"; and
(2) one-half percent (.5%) below the "Treasury Bill Rate", as defined
above.
13
<PAGE>
DESCRIPTION OF SECURITIES TO BE REGISTERED (CONTINUED)
AGWAY FINANCIAL CORPORATION - (CONTINUED)
DESCRIPTION OF THE INTEREST REINVESTMENT OPTION (CONTINUED)
Certificates having minimum face amounts of $5,000:
<TABLE>
<CAPTION>
Stated Rate of Interest Due October 31, Stated Rate of Interest Due October 31,
----------------------- --------------- ----------------------- ---------------
<S> <C> <C> <C>
6.0% 1996 4.75% 2001
6.5% 1996 5.25% 2001
6.5% 1998 6.75% 2001
7.0% 1998 7.25% 2001
8.5% 1998 8.5% 2001
9.0% 1998 9.0% 2001
7.5% 1999 5.5% 2002
8.0% 1999 6.0% 2002
9.0% 2000 7.0% 2003
9.5% 2000 7.5% 2003
</TABLE>
Interest on these outstanding Certificates is payable semiannually on
January 1 and July 1, and at maturity, at the rate per annum for each
semiannual period equal to the greater of:
(1) the Certificates' "stated rate"; and
(2) the "Treasury Bill Rate," as defined above.
Certificates having minimum face amounts of $2,000:
Stated Rate of Interest Due October 31,
----------------------- ---------------
5.5% 1996
7.75% 1997
8.0% 1998
Interest on these outstanding Certificates is payable semiannually on
January 1 and July 1, and at maturity, at the rate per annum for each
semiannual period equal to the greater of:
(1) the Certificates' "stated rate"; and
(2) the "Treasury Bill Rate," as defined above.
LEGAL OPINION
Legal matters in connection with the securities offered thereby have been
passed upon for the Companies by David M. Hayes, Esq., Senior Vice President,
General Counsel and Secretary of Agway. Mr. Hayes is a Director and the
General Counsel of AFC.
EXPERTS
The audited financial statements incorporated by reference in this
Prospectus have been audited by Coopers & Lybrand L.L.P. and Price Waterhouse
L.L.P. The companies and periods covered by these examinations are indicated
in their respective reports. Such financial statements have been so included
in reliance upon the reports of the various independent accountants given on
the authority of each firm as an expert in accounting and auditing.
14
<PAGE>
DISTRIBUTION AND REDEMPTION OF SECURITIES OFFERED
Sale of the securities offered hereby will be solicited through direct
mailings and/or personal contact by certain designated employees of Agway. No
salesmen will be employed to solicit the sale of these securities, and no
commission or discount will be paid or allowed to anyone in connection with
their sale. The individual Agway employees who participate in the sale of
these securities may be deemed to be underwriters of this offering within the
meaning of that term as defined in Section 2(11) of the Securities Act of
1933, as amended.
While there is no guarantee of repurchase, the Companies intend to
continue their practice of repurchasing, when presented for redemption, any
security being offered in this Prospectus, other than the 8.0% Subordinated
Money Market Certificates described herein.
ABSENCE OF PUBLIC MARKET, REDEMPTION AND MARKET RISK
There is no market for the Debentures and there is no intent on the part
of the Companies to create or encourage a trading mechanism for these
Debentures. The Companies do not intend to apply for listing of the Debentures
on any securities exchange. The secondary market for, and the market value of,
the Debentures will be affected by a number of factors independent of the
creditworthiness of Agway Inc., and AFC, including the level and direction of
interest rates, the remaining period to maturity of the Debentures, the right
of the Companies to redeem the Debentures, the aggregate principal amount of
the Debentures and the availability of comparable investments.In addition, the
market value of the Debentures may be affected by numerous other interrelated
factors, including factors that affect the U.S. corporate debt market
generally, and Agway Inc. and AFC specifically.
15
<PAGE>
AGWAY INC.
AGWAY
FINANCIAL
CORPORATION
(logo)
PROSPECTUS
Until ,all dealers
effecting transactions in the registered
securities, whether or not participating
in this distribution, may be required to
deliver a Prospectus. This is in
addition to the obligations of dealers
to deliver a Prospectus when acting as
underwriters and with respect to their
unsold allotments or subscriptions.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*:
Registration Fee .............................. $ 25,000
Printing and Engraving ........................ 20,000
Registration Service and Trustee Expense....... 27,000
Accounting Fees and Expenses ........... ...... 4,000
"Blue Sky" Fees and Expenses .................. 22,000
Mailing Costs ................................. 5,000
Miscellaneous Expenses ........................ 6,000
---------
$109,000
========
*Approximate
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
(a) Article 12 of Agway's By-Laws states as follows:
"12. INDEMNIFICATION. - To the fullest extent possible
under the provisions of the Delaware General Corporation Law and
in the manner provided for thereunder, the corporation shall
indemnify any person who is or was a director, officer, employee
or agent of the corporation or any person who is or was serving
at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise."
(b) Article 6.4 of AFC's By-Laws states as follows:
"Section 6.4. - Indemnification of Directors, Officers and
Employees. The Corporation shall indemnify to the full extent
authorized by law any person made or threatened to be made a
party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he,
his testator or intestate is or was a director, officer or
employee of the Corporation or any predecessor of the
Corporation or serves or served any other enterprise as a
director, officer or employee at the request of the Corporation
or any predecessor of the Corporation."
Section 145 of the Delaware General Corporation Law permits
a corporation to indemnify its officers and directors against
liabilities as provided for in the By-Laws of Agway and AFC.
Under the terms of a Directors and Officers Liability and
Corporation Reimbursement Policy purchased by Agway and AFC,
each of the directors and officers of Agway and AFC is insured
against loss arising from any claim or claims which may be made
during the policy period by reason of any wrongful act (as
defined in the policy) in their capacities as directors or
officers. In addition, Agway and AFC are insured against loss
arising from any claim or claims which may be made during the
policy period against any director or officer of Agway and AFC
by reason of any wrongful act (as defined in the policy) in
their capacities as directors or officers, but only when the
directors or officers shall have been entitled to
indemnification by Agway and AFC.
17
<PAGE>
ITEM 16. EXHIBITS:
(A) EXHIBITS:
4(a)- The Indenture dated as of August 25, 1982,
between Agway and Key Bank of Central New York of
Syracuse, New York, Trustee, including forms of
Subordinated Money Market Certificates (Minimum
9% per annum) due October 31, 1997, and
Subordinated Money Market Certificates (Minimum
9.5% per annum) due October 31, 1997, filed by
reference to Exhibit 4 of the Registration
Statement (Form S-1), File No. 2-79047, dated
August 27, 1982.
4(b)- The Indenture dated as of September 1, 1985
between Agway and Key Bank of Central New York of
Syracuse, New York, Trustee, including forms of
Subordinated Money Market Certificate (Minimum
7.5% per annum) due October 31, 2005, and
Subordinated Member Money Market Certificate
(Minimum 8% per annum) due October 31, 2005,
filed by reference to Exhibit 4 of the
Registration Statement (Form S-2), File No.
2-99905, dated August 27, 1985.
4(c)- The Indenture dated as of September 2, 1985
between Agway and Key Bank of Central New York of
Syracuse, New York, Trustee, including forms of
Subordinated Money Market Certificate (Minimum 8%
per annum) due October 31, 1995, and Subordinated
Member Money Market Certificate (Minimum 8.5% per
annum) due October 31, 1995, filed by reference
to Exhibit 4 of the Registration Statement (Form
S-2), File No. 2-99905, dated August 27, 1985.
4(d)- The Indenture dated as of September 1, 1986
between AFC and Key Bank of Central New York of
Syracuse, New York, Trustee, including forms of
Subordinated Member Money Market Certificate
(Minimum 6.5% per annum) due October 31, 1996,
Subordinated Member Money Market Certificate
(Minimum 6% per annum) due October 31, 2006,
Subordinated Money Market Certificate (Minimum 6%
per annum) due October 31, 1996, and Subordinated
Money Market Certificate (Minimum 5.5% per annum)
due October 31, 2006, filed by reference to
Exhibit 4 of the Registration Statement (Form
S-3), File No. 33-8676, dated September 11, 1986.
4(e)- The Supplemental Indenture dated as of October
1, 1986 among AFC, Agway Inc. and Key Bank of
Central New York of Syracuse, New York, Trustee,
including forms of subordinated debt securities
filed by reference to Exhibit 4 or Registration
statement on Form S-3 File No. 33-8676, dated
September 11, 1986.
4(f)- The Indenture dated as of August 24, 1987
between AFC and Key Bank of Central New York of
Syracuse, New York, Trustee, including forms of
Subordinated Member Money Market Certificates
(Minimum 7% per annum) due October 31, 1998, and
Subordinated Member Money Market Certificates
(Minimum 6.5% per annum) due October 31, 2008,
and Subordinated Money Market Certificates
(Minimum 6.5% per annum) due October 31, 1998,
and Subordinated Money Market Certificates
(Minimum 6% per annum) due October 31, 2008,
filed by reference to Exhibit 4 of Registration
Statement on Form S-3, File No. 33-16734, dated
August 31, 1987.
18
<PAGE>
ITEM 16(A) EXHIBITS- (CONTINUED)
4(g)- The Indenture dated as of August 23, 1988
between AFC and Key Bank of Central New York of
Syracuse, New York, Trustee, including forms of
Subordinated Member Money Market Certificates
(Minimum 9.5% per annum) due October 31, 2000,
and Subordinated Member Money Market Certificates
(Minimum 9% per annum) due October 31, 2008, and
Subordinated Money Market Certificates (Minimum
9% per annum) due October 31, 2000, and
Subordinated Money Market Certificates (Minimum
8.5% per annum) due October 31, 2008, filed by
reference to Exhibit 4 of Registration Statement
on Form S-3, File No. 33-24093, dated August 31,
1988.
4(h)- The Supplemental Indenture dated as of October
14, 1998 among AFC, Agway Inc. and Key Bank of
Central New York, National Association, Trustee,
amending the Indentures dated as of August 23,
1988 and August 24, 1998 filed on October 18,
1988.
4(i)- The Indenture dated as of August 23, 1989, among
AFC, Agway Inc. and Key Bank of Central New York
of Syracuse, New York, Trustee, including forms
of Subordinated Money Market Certificates and
Subordinated Members Money Market Certificates,
filed by reference to Exhibit 4 of Registration
Statement on Form S-3, File No. 33-30808, dated
August 30, 1989.
4(i)- AFC Board of Directors resolutions authorizing
the issuance of Money Market Certificates under
indentures dated as of August 23, 1989, filed
herein.
4(j)- Agway Board of Directors resolutions authorizing
the issuance of Honorary Member Preferred Stock,
Series HM and Membership Common Stock and
authorizing AFC to issue Money Market
Certificates under Indentures dated as of August
23, 1989, filed herein.
4(k)- The Supplemental Indenture dated as of August
24, 1992 among AFC, Agway Inc. and Key Bank of
New York, Trustee, amending the Indenture dated
as of August 23, 1989 filed by reference to
Exhibit 4 of Registration Statement on Form S-3
File No. 33-52418, dated September 25, 1992.
4(l)- Agway Inc. By-laws as amended March 20, 1995,
filed by reference to Exhibit 3 of Annual Report
on Form 10-K, dated September 18, 1995.
5 - Opinions of David M. Hayes, Esq. dated September
22, 1995, filed herein.
12 - Statements regarding computation of ratios, filed
herein.
23 - Consents of experts and counsel, filed herein.
25 - Statements of Eligibility and Qualification of
Trustee on Form T-1, filed herein.
Exhibit numbers 1, 2, 8, 15, 24, 26 through 28 and 99 are
inapplicable and exhibit numbers 3, 6, 7, 9, 10, 11, 13,
14, and 16 through 22 are not required.
19
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned registrants hereby undertake:
A. 1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
a. To include any Prospectus required by Section
10(a)(3) of the Securities Act of 1933;
b. To reflect in the Prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
c. To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement,
including (but not limited to) any addition or
deletion of a managing underwriter;
2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
B. That, for purposes of determining liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrants
pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by either of the registrants of expenses incurred
or paid by a director, officer or controlling person of
such registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities
being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the questions whether such indemnification by
it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of DeWitt, State of New
York, on September 22, 1995.
AGWAY INC.
(Registrant)
By /s/ Donald P. Cardarelli
-------------------------------------
DONALD P. CARDARELLI
PRESIDENT, CEO AND
GENERAL MANAGER
(PRINCIPAL EXECUTIVE OFFICER)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Donald P. Cardarelli President, CEO and September 22, 1995
------------------------ General Manager
(DONALD P. CARDARELLI) (Principal Executive Officer)
/s/ Peter J. O'Neill Senior Vice President, September 22, 1995
------------------------ Treasurer and Controller
(PETER J. O'NEILL) (Principal Financial Officer
& Principal Accounting Officer)
/s/ Ralph H. Heffner Chairman of the September 22, 1995
------------------------ Board and Director
(RALPH H. HEFFNER)
/s/ Robert L. Marshman Vice Chairman of the September 22, 1995
------------------------ Board and Director
(ROBERT L. MARSHMAN)
/s/ Keith H. Carlisle Director September 22, 1995
------------------------
(KEITH H. CARLISLE)
/s/ Vyron M. Chapman Director September 22, 1995
------------------------
(VYRON M. CHAPMAN)
/s/ Peter D. Hanks Director September 22, 1995
------------------------
(PETER D. HANKS)
/s/ Frederick a. Hough Director September 22, 1995
------------------------
(FREDERICK A. HOUGH)
</TABLE>
21
<PAGE>
<TABLE>
<S> <C> <C>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Stephen P. James Director September 22, 1995
---------------------------
(STEPHEN P. JAMES)
/s/ Samuel F. Minor Director September 22, 1995
---------------------------
(SAMUEL F. MINOR)
/s/ Donald E. Pease Director September 22, 1995
---------------------------
(DONALD E. PEASE)
/s/ John H. Ross Director September 22, 1995
---------------------------
(JOHN H. ROSS)
/s/ Carl D. Smith Director September 22, 1995
---------------------------
(CARL D. SMITH)
/s/ Thomas E. Smith Director September 22, 1995
---------------------------
(THOMAS E. SMITH)
/s/ John H. Talmage Director September 22, 1995
---------------------------
(JOHN H. TALMAGE)
/s/ Gary K. Van Slyke Director September 22, 1995
---------------------------
(GARY K. VAN SLYKE)
/s/ Joel L. Wenger Director September 22, 1995
---------------------------
(JOEL L. WENGER)
/s/ Edwin C. Whitehead Director September 22, 1995
---------------------------
(EDWIN C. WHITEHEAD)
/s/ Christian F. Wolff, Jr. Director September 22, 1995
---------------------------
(CHRISTIAN F. WOLFF, JR.)
/s/ William W. Young Director September 22, 1995
---------------------------
(WILLIAM W. YOUNG)
</TABLE>
22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of DeWitt, State of New
York, on September 22, 1995.
AGWAY FINANCIAL CORPORATION
(Registrant)
By /s/Donald P. Cardarelli
------------------------------------------
DONALD P. CARDARELLI
CHAIRMAN OF THE BOARD, PRESIDENT, AND DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Donald P. Cardarelli Chairman of the Board, September 22, 1995
------------------------ President and Director
(DONALD P. CARDARELLI) (Principal Executive Officer)
/s/ Peter J. O'Neill Vice President, Treasurer and Director September 22, 1995
------------------------ (Principal Financial Officer and
(PETER J. O'NEILL) Principal Accounting Officer)
/s/ David M. Hayes Director September 22, 1995
------------------------
(DAVID M. HAYES)
/s/ Stephen B. Burnett Director September 22, 1995
------------------------
(STEPHEN B. BURNETT)
</TABLE>
23
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER
- --------------
4. Instruments defining the rights of security holders
5. Opinion re legality
12. Statements re computation of ratios
23. Consents of experts and counsel
25. Statement of eligibility of trustee (Form T-1)
Certificate of Amendment-Key Bank of New York
Balance Sheet as of September 5, 1995-Key Bank of New York
<PAGE>
EXHIBIT 4
<PAGE>
RESOLUTIONS
-----------
The following resolutions were approved and adopted by the Board of
Directors of AGWAY, INC.:
RESOLVED, That the Company offer for sale to its members, potential
members, other interested parties, and to the Trustee of the Agway, Inc.
Employees Thrift Investment Plan, the following securities at the prices
indicated:
TITLE AMOUNT PRICE
- ----- ------ -----
Preferred Stock, Series B $100 par value 30,000 $ 100
shares
Honorary Member Preferred Stock 4,000 $ 25
$25 par value shares
Common Stock $25 par value 4,000 $ 25
shares
pursuant to the By-Laws of the Company through designated employees, provided
that no commission or other remuneration shall be paid to any person with
respect to the sale of such securities; and be it
FURTHER RESOLVED, That the Company approves Agway Financial Corporation,
a wholly-owned subsidiary, offering for sale to Agway members, other
interested parties, and to the Trustee of the Agway, Inc. Employees Thrift
Investment Plan, the following securities at the prices indicated:
Subordinated Money Market Certificates $21,000,000 100%
due October 31, 2003 (Minimum 7.50% per
annum; Member; denomination of $5,000)
Subordinated Money Market Certificates $ 5,250,000 100%
due October 31, 2003 (Minimum 7.00% per
annum; General; denomination of $5,000)
Subordinated Money Market Certificates $ 5,250,000 100%
due October 31, 2003 (Minimum 7.25% per
annum; Member; denomination of $100)
Subordinated Money Market Certificates $ 2,650,000 100%
due October 31, 2003 (Minimum 6.75% per
annum; General; denomination of $100)
Subordinated Money Market Certificates $26,400,000 100%
due October 31, 1998 (Minimum 8.00% per
annum; General; denomination of $2,000)
<PAGE>
-2-
FURTHER RESOLVED, That the Company approves Agway Financial Corporation,
a wholly-owned subsidiary, offering for sale to Agway members, other
interested parties, and to the Trustee of the Agway, Inc. Employees Thrift
Investment Plan, the following previously offered securities now registered
under the reinvestment option at the prices indicated:
Subordinated Money Market Certificates $ 500,000 100%
due October 31, 2001 (Minimum 7.25% per
annum; Member)
Subordinated Money Market Certificates $ 200,000 100%
due October 31, 2001 (Minimum 6.75% per
annum; General)
Subordinated Money Market Certificates $ 75,000 100%
due October 31, 2001 (Minimum 7.0% per
annum; Member)
Subordinated Money Market Certificates $ 75,000 100%
due October 31, 2001 (Minimum 6.50% per
annum; General)
Subordinated Money Market Certificates $1,700,000 100%
due October 31, 1997 (Minimum 7.75% per
annum; General)
Subordinated Money Market Certificates $ 110,000 100%
due October 31, 2001 (Minimum 5.25% per
annum; Member)
Subordinated Money Market Certificates $ 25,000 100%
due October 31, 2001 (Minimum 4.75% per
annum; General)
Subordinated Money Market Certificates $ 25,000 100%
due October 31, 2001 (Minimum 5.0% per
annum; Member)
Subordinated Money Market Certificates $ 10,000 100%
due October 31, 2001 (Minimum 4.5% per
annum; General)
Subordinated Money Market Certificates $ 350,000 100%
due October 31, 1996 (Minimum 5.5% per
annum; General)
Subordinated Money Market Certificates $ 550,000 100%
due October 31, 2002 (Minimum 6.0% per
annum; Member)
<PAGE>
-3-
Subordinated Money Market Certificates $ 175,000 100%
due October 31, 2002 (Minimum 5.5% per
annum; General)
Subordinated Money Market Certificates $ 110,000 100%
due October 31, 1996 (Minimum 5.5% per
annum; Member)
Subordinated Money Market Certificates $ 50,000 100%
due October 31, 1996 (Minimum 5.0% per
annum; General)
Subordinated Money Market Certificates $1,510,000 100%
due October 31, 1999 (Minimum 8.0% per
annum; Member)
Subordinated Money Market Certificates $ 710,000 100%
due October 31, 1999 (Minimum 7.5% per
annum; General)
Subordinated Money Market Certificates $ 75,000 100%
due October 31, 2002 (Minimum 7.5% per
annum; Member)
Subordinated Money Market Certificates $ 350,000 100%
due October 31, 2002 (Minimum 7.0% per
annum; General)
Subordinated Money Market Certificates $ 850,000 100%
due October 31, 2001 (Minimum 9.0% per
annum; Member)
Subordinated Money Market Certificates $ 550,000 100%
due October 31, 2001 (Minimum 8.5% per
annum; General)
Subordinated Money Market Certificates $ 675,000 100%
due October 31, 2005 (Minimum 8.5% per
annum; Member)
Subordinated Money Market Certificates $1,085,000 100%
due October 31, 2005 (Minimum 8.0% per
annum; General)
Subordinated Money Market Certificates $2,100,000 100%
due October 31, 1998 (Minimum 9.0% per
annum; Member)
Subordinated Money Market Certificates $ 375,000 100%
due October 31, 1998 (Minimum 8.5% per
annum; General)
<PAGE>
-4-
Subordinated Money Market Certificates $ 75,000 100%
due October 31, 2004 (Minimum 8.5% per
annum; Member)
Subordinated Money Market Certificates $ 50,000 100%
due October 31, 2004 (Minimum 8.0% per
annum; General)
Subordinated Money Market Certificates $1,500,000 100%
due October 31, 2000 (Minimum 9.5% per
annum; Member)
Subordinated Money Market Certificates $ 975,000 100%
due October 31, 2000 (Minimum 9% per
annum; General)
Subordinated Money Market Certificates $ 475,000 100%
due October 31, 2008 (Minimum 9% per
annum; Member)
Subordinated Money Market Certificates $ 125,000 100%
due October 31, 2008 (Minimum 8.5% per
annum; General)
Subordinated Money Market Certificates $ 75,000 100%
due October 31, 1998 (Minimum 7% per
annum; Member)
Subordinated Money Market Certificates $ 10,000 100%
due October 31, 1998 (Minimum 6.5% per
annum; General)
Subordinated Money Market Certificates $ 25,000 100%
due October 31, 2008 (Minimum 6.5% per
annum; Member)
Subordinated Money Market Certificates $ 15,000 100%
due October 31, 2008 (Minimum 6% per
annum; General)
Subordinated Money Market Certificates $ 75,000 100%
due October 31, 1996 (Minimum 6.5% per
annum; Member)
Subordinated Money Market Certificates $ 15,000 100%
due October 31, 1996 (Minimum 6% per
annum; General)
Subordinated Money Market Certificates $ 25,000 100%
due October 31, 2006 (Minimum 6% per
annum; Member)
<PAGE>
-5-
Subordinated Money Market Certificates $ 10,000 100%
due October 31, 2006 (Minimum 5.5% per
annum; General)
Subordinated Money Market Certificates $375,000 100%
due October 31, 2005 (Minimum 8% per
annum; Member)
Subordinated Money Market Certificates $ 75,000 100%
due October 31, 2005 (Minimum 7.5% per
annum; General)
Subordinated Money Market Certificates $250,000 100%
due October 31, 1997 (Minimum 9% per
annum; General)
Subordinated Money Market Certificates $975,000 100%
due October 31, 1997 (Minimum 9.5% per
annum; Member)
; and be it
FURTHER RESOLVED, That the Agway Financial Corporation Board of Directors
is hereby authorized to revise the minimum interest rate on certificates of
any class or series to be issued. In the event that the minimum interest rate
is so revised, an officer's certificate with a copy of the resolution of the
Board certified by the President or any Vice President and by the Treasurer,
the Secretary or any Assistant Treasurer or Assistant Secretary shall be
delivered to the Trustee under the Indenture for such certificate. A
prospectus supplement shall be filed with the Securities and Exchange
Commission and a copy of the resolution shall be filed under Form 8-K; and be
it
FURTHER RESOLVED, That the appropriate officers and employees of the
Company with the assistance of its accountants and attorneys be, and they
hereby are, authorized and directed to prepare, execute and file with the
Securities and Exchange Commission on behalf of the Company Registration
Statements including any and all documents and exhibits related thereto for
registration under the Securities Act of 1933 of the Common Stock and
Preferred Stock as well as any and all amendments to said Registration
Statements in such form as the officers executing same on advice of counsel
may deem necessary and appropriate so as to secure and maintain the
effectiveness of said Registration Statements; and be it
FURTHER RESOLVED, That David M. Hayes, Esq., Senior Vice President,
General Counsel and Secretary of the Company and Nels G. Magnuson, Esq.,
Associate General Counsel of the Company be, and they hereby are, each of them
appointed and designated as persons duly authorized to receive communications
and notices from the Securities and Exchange Commission with respect to the
aforesaid Registration Statements; and be it
<PAGE>
-6-
FURTHER RESOLVED, That the Common Stock and Preferred Stock when issued
and sold for cash as provided here and above shall be fully paid and
nonassessable; and be it
FURTHER RESOLVED, That the President-General Manager or any Vice
President, the Secretary or any Assistant Secretary, and the Treasurer of this
Company be, and each of them hereby is, authorized to take, on behalf of and
in the name of this Company, any and all actions, which, in the judgment of
the officer taking the action, is necessary, useful or appropriate in order to
render Common Stock or Preferred Stock of this Company, to be issued and sold
pursuant to resolutions adopted by this Board at this meeting, to be eligible
for offering and sale within or from any state of the United States under the
securities regulation laws of such state, and to qualify the Company as a
securities dealer under any such laws, including, but without limiting the
generality of the foregoing, making or filing applications for any and all
licenses, permits, orders or other approvals or clearances under such laws,
and in that connection, executing and filing any and all documents, including
but without limiting the generality of the foregoing, consents to service of
process and appointment of agents to accept service of process on behalf of
this Company with respect to any matter as to which such consent or
appointment may be required by such securities laws and making such
agreements, covenants and undertakings as may be necessary, useful or
appropriate, and all such consents, appointments, agreements, covenants and
undertakings heretofore or hereinafter given or entered into pursuant to the
authority of this resolution shall be binding upon this Company with the same
effect as though set forth in full herein and expressly authorized hereby.
I, Barbara S. Woolard, Assistant Secretary of AGWAY, INC., hereby certify
that the foregoing is a true and complete copy of the resolutions approved and
adopted by the Board of Directors of this Corporation at a meeting held on the
24th day of August, 1995, at which a quorum was present and more than a
majority of the Directors voted in the affirmative. The foregoing resolutions
have not been amended, modified, rescinded or revoked.
WITNESS my signature and seal of this Corporation this 25th day of
August, 1995.
/s/ BARBARA S. WOOLARD
Assistant Secretary
<PAGE>
CERTIFICATION
-------------
I, Barbara S. Woolard, Secretary of AGWAY FINANCIAL CORPORATION, do
hereby certify that the attached is a true and complete copy of the
resolutions approved and adopted by unanimous written consent of the Directors
of AGWAY FINANCIAL CORPORATION as of the 24th day of August, 1995. The
attached resolutions have not been amended, modified, rescinded or revoked.
WITNESS my signature and the seal of this Corporation this 25th day of
August, 1995.
/s/ BARBARA S. WOOLARD
Secretary
<PAGE>
UNANIMOUS WRITTEN CONSENT OF THE
BOARD OF DIRECTORS OF AGWAY FINANCIAL CORPORATION
The undersigned, being all of the directors of Agway Financial
Corporation, a Delaware corporation, acting by written consent
without a meeting pursuant to Section 141(f) of the Delaware
General Corporation Law do hereby adopt the following resolutions:
SECURITIES RESOLVED, That the Company approves Agway offering for
REGISTRA- sale to Agway members, other interested parties, and the
TION Trustee of the Agway, Inc. Employees Thrift Investment Plan, the
1995-96 following securities at the prices indicated:
Subordinated Money Market Certificates $21,000,000 100%
due October 31, 2003 (Minimum 7.50% per
annum; Member; denomination of $5,000)
Subordinated Money Market Certificates $ 5,250,000 100%
due October 31, 2003 (Minimum 7.00% per
annum; General; denomination of $5,000)
Subordinated Money Market Certificates $ 5,250,000 100%
due October 31, 2003 (Minimum 7.25% per
annum; Member; denomination of $100)
Subordinated Money Market Certificates $ 2,650,000 100%
due October 31, 2003 (Minimum 6.75% per
annum; General; denomination of $100)
Subordinated Money Market Certificates $26,400,000 100%
due October 31, 1998 (Minimum 8.00% per
annum; General; denomination of $2,000)
REINVEST- FURTHER RESOLVED, That the Company approves Agway
MENT offering for sale to Agway members, other interested parties,
OPTION and the Trustee of the Agway, Inc. Employees Thrift Investment
Plan, the following previously offered securities now registered
under the reinvestment option at the price indicated:
Subordinated Money Market Certificates $500,000 100%
due October 31, 2001 (Minimum 7.25% per
annum; Member)
Subordinated Money Market Certificates $200,000 100%
due October 31, 2001 (Minimum 6.75% per
annum; General)
Subordinated Money Market Certificates $ 75,000 100%
due October 31, 2001 (Minimum 7.0% per
annum; Member)
<PAGE>
-2-
Subordinated Money Market Certificates $ 75,000 100%
due October 31, 2001 (Minimum 6.50% per
annum; General)
Subordinated Money Market Certificates $1,700,000 100%
due October 31, 1997 (Minimum 7.75% per
annum; General)
Subordinated Money Market Certificates $ 110,000 100%
due October 31, 2001 (Minimum 5.25% per
annum; Member)
Subordinated Money Market Certificates $ 25,000 100%
due October 31, 2001 (Minimum 4.75% per
annum; General)
Subordinated Money Market Certificates $ 25,000 100%
due October 31, 2001 (Minimum 5.0% per
annum; Member)
Subordinated Money Market Certificates $ 10,000 100%
due October 31, 2001 (Minimum 4.5% per
annum; General)
Subordinated Money Market Certificates $ 350,000 100%
due October 31, 1996 (Minimum 5.5% per
annum; General)
Subordinated Money Market Certificates $ 550,000 100%
due October 31, 2002 (Minimum 6.0% per
annum; Member)
Subordinated Money Market Certificates $ 175,000 100%
due October 31, 2002 (Minimum 5.5% per
annum; General)
Subordinated Money Market Certificates $ 110,000 100%
due October 31, 1996 (Minimum 5.5% per
annum; Member)
Subordinated Money Market Certificates $ 50,000 100%
due October 31, 1996 (Minimum 5.0% per
annum; General)
Subordinated Money Market Certificates $1,510,000 100%
due October 31, 1999 (Minimum 8.0% per
annum; Member)
<PAGE>
-3-
Subordinated Money Market Certificates $ 710,000 100%
due October 31, 1999 (Minimum 7.5% per
annum; General)
Subordinated Money Market Certificates $ 75,000 100%
due October 31, 2002 (Minimum 7.5% per
annum; Member)
Subordinated Money Market Certificates $ 350,000 100%
due October 31, 2002 (Minimum 7.0% per
annum; General)
Subordinated Money Market Certificates $ 850,000 100%
due October 31, 2001 (Minimum 9.0% per
annum; Member)
Subordinated Money Market Certificates $ 550,000 100%
due October 31, 2001 (Minimum 8.5% per
annum; General)
Subordinated Money Market Certificates $ 675,000 100%
due October 31, 2005 (Minimum 8.5% per
annum; Member)
Subordinated Money Market Certificates $1,085,000 100%
due October 31, 2005 (Minimum 8.0% per
annum; General)
Subordinated Money Market Certificates $2,100,000 100%
due October 31, 1998 (Minimum 9.0% per
annum; Member)
Subordinated Money Market Certificates $ 375,000 100%
due October 31, 1998 (Minimum 8.5% per
annum; General)
Subordinated Money Market Certificates $ 75,000 100%
due October 31, 2004 (Minimum 8.5% per
annum; Member)
Subordinated Money Market Certificates $ 50,000 100%
due October 31, 2004 (Minimum 8.0% per
annum; General)
Subordinated Money Market Certificates $1,500,000 100%
due October 31, 2000 (Minimum 9.5% per
annum; Member)
<PAGE>
-4-
Subordinated Money Market Certificates $975,000 100%
due October 31, 2000 (Minimum 9% per
annum; General)
Subordinated Money Market Certificates $475,000 100%
due October 31, 2008 (Minimum 9% per
annum; Member)
Subordinated Money Market Certificates $125,000 100%
due October 31, 2008 (Minimum 8.5% per
annum; General)
Subordinated Money Market Certificates $ 75,000 100%
due October 31, 1998 (Minimum 7% per
annum; Member)
Subordinated Money Market Certificates $ 10,000 100%
due October 31, 1998 (Minimum 6.5% per
annum; General)
Subordinated Money Market Certificates $ 25,000 100%
due October 31, 2008 (Minimum 6.5% per
annum; Member)
Subordinated Money Market Certificates $ 15,000 100%
due October 31, 2008 (Minimum 6% per
annum; General)
Subordinated Money Market Certificates $ 75,000 100%
due October 31, 1996 (Minimum 6.5% per
annum; Member)
Subordinated Money Market Certificates $ 15,000 100%
due October 31, 1996 (Minimum 6% per
annum; General)
Subordinated Money Market Certificates $ 25,000 100%
due October 31, 2006 (Minimum 6% per
annum; Member)
Subordinated Money Market Certificates $ 10,000 100%
due October 31, 2006 (Minimum 5.5% per
annum; General)
Subordinated Money Market Certificates $375,000 100%
due October 31, 2005 (Minimum 8% per
annum; Member)
<PAGE>
-5-
Subordinated Money Market Certificates $ 75,000 100%
due October 31, 2005 (Minimum 7.5% per
annum; General)
Subordinated Money Market Certificates $250,000 100%
due October 31, 1997 (Minimum 9% per
annum; General)
Subordinated Money Market Certificates $975,000 100%
due October 31, 1997 (Minimum 9.5% per
annum; Member)
through designated persons, provided that no commission or other
remuneration shall be paid to any person with respect to the sale
of such securities; and be it
FURTHER RESOLVED, That the Board of Directors of this
Corporation is hereby authorized to revise the minimum interest
rate on certificates of any class or series to be issued. In the
event that the minimum interest rate is so revised, an officer's
certificate with a copy of the resolution of the Board certified
by the President or any Vice President and by the Treasurer, the
Secretary or any Assistant Treasurer or Assistant Secretary shall
be delivered to the Trustee under the Indenture for such
certificate. A prospectus supplement shall be filed with the
Securities and Exchange Commission and a copy of the resolution
shall be filed under Form 8-K; and be it
FURTHER RESOLVED, That the appropriate officers and employees
of the Company with the assistance of its accountants and
attorneys be, and they hereby are, authorized and directed to
prepare, execute and file with the Securities and Exchange
Commission on behalf of the Company Registration Statements
including any and all documents and exhibits related thereto for
registration under the Securities Act of 1933 of the Common Stock
and Preferred Stock as well as any and all amendments to said
Registration Statements in such form as the officers executing
same on advice of counsel may deem necessary and appropriate so as
to secure and maintain the effectiveness of said Registration
Statements; and be it
FURTHER RESOLVED, That David M. Hayes, Esq., General Counsel
of the Company and Nels G. Magnuson, Esq., Associate General
Counsel of the Company be, and they hereby are, each of them
appointed and designated as persons duly authorized to receive
communications and notices from the Securities and Exchange
Commission with respect to the aforesaid Registration Statements;
and be it
<PAGE>
-6-
FURTHER RESOLVED, That the Subordinated Money Market
Certificates, the sale of which has been authorized here and
above, shall be issued and sold pursuant to and subject to the
Trust Indenture dated as of March 27, 1981, and Amendments thereto
dated as of August 25, 1982 and the Trust Indentures dated as of
September 1, 1985, September 2, 1985, September 1, 1986, August
24, 1987, August 23, 1988, and August 23, 1989 with the Key Bank
of New York, N.A., Albany, New York, as Trustee, and that said
certificates when issued and sold for cash or sold pursuant to the
interest reinvestment program as provided here and above shall be
binding obligations of the Company; and be it
FURTHER RESOLVED, That the President-General Manager or any
Vice President, the Secretary or any Assistant Secretary, and the
Treasurer of this Company be, and each of them hereby is,
authorized to take, on behalf of and in the name of this Company,
any and all actions, which, in the judgment of the officer taking
the action, is necessary, useful or appropriate in order to render
Common Stock or Preferred Stock of this Company, to be issued and
sold pursuant to resolutions adopted by this Board at this
meeting, to be eligible for offering and sale within or from any
state of the United States under the securities regulation laws of
such state, and to qualify the Company as a securities dealer
under any such laws, including, but without limiting the
generality of the foregoing, making or filing applications for any
and all licenses, permits, orders or other approvals or clearances
under such laws, and in that connection, executing and filing any
and all documents, including but without limiting the generality
of the foregoing, consents to service of process and appointment
of agents to accept service of process on behalf of this Company
with respect to any matter as to which such consent or appointment
may be required by such securities laws and making such
agreements, covenants and undertakings as may be necessary, useful
or appropriate, and all such consents, appointments, agreements,
covenants and undertakings heretofore or hereinafter given or
entered into pursuant to the authority of this resolution shall be
binding upon this Company with the same effect as though set forth
in full herein and expressly authorized hereby.
Dated as of: August 24, 1995
/s/DONALD P. CARDARELLI /s/DAVID M. HAYES
------------------------ ------------------------
Donald P. Cardarelli David M. Hayes
/s/STEPHEN B. BURNETT /s/PETER J. O'NEILL
------------------------ ------------------------
Stephen B. Burnett Peter J. O'Neill
<PAGE>
EXHIBIT 5
<PAGE>
(logo)
AGWAY INC., PO BOX 4933, SYRACUSE, NEW YORK 13221-4933
September 22, 1995
Agway Inc.
333 Butternut Drive
DeWitt, NY 13214
Gentlemen:
As General Counsel of Agway Inc., I am acting as your legal counsel
in connection with the registration of 4,000 shares ($25 par value) of Series
HM Preferred Stock and 4,000 shares ($25 par value) of Membership Common Stock
(hereinafter referred to as the "Equity Securities"), being registered with
the Securities and Exchange Commission on Form S-3. I am familiar with the
relevant documents and materials used in preparing such registration.
Based upon my review of the relevant documents and materials, it is
my opinion that:
(a) Agway Inc. is a valid and subsisting Delaware corporation;
(b) The Equity Securities being registered with the
Securities and Exchange Commission on Form S-3 will,
when sold, be legally issued, fully paid and
non-assessable; and
(c) The matters of law and legal conclusions set forth under
"Description of Honorary Member Preferred Stock, Series
HM", and "Description of Membership Common Stock" in the
Prospectus filed as a part of said registration are
correct.
This letter is written to be used as an exhibit in the filing of the
Registration Statement.
Very truly yours,
/s/ DAVID M. HAYES
David M. Hayes
Senior Vice President,
General Counsel
AGWAY INC.
DMH/df
333 BUTTERNUT DRIVE, DEWITT, NEW YORK 13214
<PAGE>
(logo)
AGWAY FINANCIAL CORPORATION, PO BOX 8985, WILMINGTON, DE 19899
302-654-8371
September 22, 1995
Agway Financial Corporation
Suite 1300
1105 North Market Street
Wilmington, Delaware 19801
Gentlemen:
As General Counsel of Agway Financial Corporation ("AFC"), I am
acting as your legal counsel in connection with the registration of
$52,500,000 in principal amount of Subordinated Member Money Market
Certificates and Subordinated Money Market Certificates and $18,850,000 in
principal amount of Money Market Certificates, member and general, under the
interest reinvestment option (hereinafter referred to as the "Debt
Securities"), being registered with the Securities and Exchange Commission on
Form S-3. I am familiar with the relevant documents and materials used in
preparing such registration.
Based upon my review of the relevant documents and materials, it is
my opinion that:
(a) Agway Financial Corporation is a valid and subsisting
Delaware corporation;
(b) The Debt Securities being registered with the Securities
and Exchange Commission on Form S-3 will, when sold, be
binding obligations of Agway Financial Corporation; and
(c) The matters of law and legal conclusions set forth under
"Description of Certificates" in the Prospectus filed as
a part of said registration are correct.
This letter is written to be used as an exhibit in the filing of the
Registration Statement.
Very truly yours,
/s/ DAVID M. HAYES
David M. Hayes
General Counsel
AGWAY FINANCIAL CORPORATION
DMH/df
1105 N. MARKET ST., SUITE 1300, WILMINGTON, DE 19801
<PAGE>
EXHIBIT 12
<PAGE>
COMPUTATION OF RATIO OF MARGINS TO FIXED CHARGES
AND PREFERRED DIVIDENDS COMBINED
<TABLE>
<CAPTION>
AGWAY INC. AND CONSOLIDATED SUBSIDIARIES
FOR THE FIVE YEARS ENDED JUNE 30, 1995
(THOUSANDS OF DOLLARS)
----------------------------------------------------------------
1995 1994 1993 1992 1991
---------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Margins before income taxes and
member refunds............................. $ (26,740) $ (4,556) $ 10,340 $ (62,432) $ (2,388)
Fixed charges - Interest................... 62,673 55,774 57,186 65,676 67,465
- Rentals.................... 6,942 4,908 5,728 6,756 6,075
---------- --------- ---------- --------- ----------
Total fixed charges........................ 69,615 60,682 62,914 72,432 73,540
---------- --------- ---------- --------- ----------
Adjusted net margins....................... $ 42,875 $ 56,126 $ 73,254 $ 10,000 $ 71,152
========== ========= ========== ========= ==========
Ratio of margins to fixed
charges.................................... 0.6 0.9 1.2 0.1 1.0
========== ========= ========== ========= ==========
Deficiency of adjusted net
margins to total fixed charges............. $ 26,740 $ 4,556 N/A $ 62,432 N/A
========== ========= ========== ========= ==========
Fixed charges and preferred
dividends combined:
Preferred dividend factor:
Preferred dividend requirements......... $ 4,620 $ 4,878 $ 3,962 $ 4,724 $ 5,052
Ratio of pre-tax margin to
after-tax margin*....................... 114.1% 75.3% 234.2% 110.2% (412.1%)
Preferred dividend factor on
pre-tax basis........................... 4,049 6,478 1,692 4,287 (1,226)
Total fixed charges (above)................ 69,615 60,682 62,914 72,432 73,540
---------- --------- ---------- --------- ----------
Fixed charges and preferred
dividends.................................. $ 73,664 $ 67,160 $ 64,606 $ 76,719 $ 72,314
========== ========= ========== ========= ==========
Ratio of margins to fixed charges
and preferred dividends
combined**................................. 0.6 0.8 1.1 0.1 1.0
========== ========= ========== ========= ==========
Deficiency of adjusted net
margins to fixed charges and
preferred dividends........................ $ 30,789 $ 11,034 N/A $ 66,719 N/A
========== ========= ========== ========= ==========
</TABLE>
*Represents pre-tax adjusted net margin from continuing operations divided by
after-tax margin, which adjusts dividends on preferred stock to a pre-tax
basis.
**Represents adjusted net margins divided by fixed charges and preferred
dividends.
N/A - No deficiency.
<PAGE>
COMPUTATION OF RATIO OF MARGINS TO FIXED CHARGES AND
PREFERRED DIVIDENDS COMBINED
<TABLE>
<CAPTION>
AGWAY INC. (PARENT)
FOR THE FIVE YEARS ENDED JUNE 30, 1995 PRO FORMA
(THOUSANDS OF DOLLARS) JUNE 30, 1995
------------------------------------------------------ -----------------------
1995 1994 1993 1992 1991 ADJMTS ADJUSTED
-------- -------- -------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Margins before income taxes and
member refunds .................................. $ 4,600 $(17,330) $ 4,501 $(51,202) $ 16,793 $ (3,113)<F1> $ 1,487
Fixed charges - Interest ........................ 5,874 14,985 8,282 11,940 16,368 3,113<F1> 8,987
- Rentals ......................... 1,960 1,183 755 662 684 1,960
-------- -------- -------- -------- -------- --------- --------
Total fixed charges ............................. 7,834 16,168 9,037 12,602 17,052 3,113 10,947
-------- -------- -------- -------- -------- --------- --------
Adjusted net margins ............................ $ 12,434 $ (1,162) $ 13,538 $(38,600) $ 33,845 $ 0 $ 12,434
======== ======== ======== ======== ======== ========= ========
Ratio of margins to fixed
charges ......................................... 1.6 (0.1) 1.5 (3.1) 2.0 1.1
======== ======== ======== ======== ======== ========
Deficiency of adjusted net
margins to total fixed charges .................. N/A $ 17,330 N/A $ 51,202 N/A N/A
======== ======== ======== ======== ======== ========
Fixed charges and preferred
dividends combined:
Preferred dividend factor:
Preferred dividend requirements .............. $ 4,620 $ 4,878 $ 3,962 $ 4,724 $ 5,502 $ (162)<F2> $ 4,458
Ratio of pre-tax margin to
after-tax margin<F4>.......................... (291.2%) 214.5% 404.4% 108.4% 99.5% (291.2%) (291.2%)
Preferred dividend factor on
pre-tax basis ................................ (1,587) 2,274 980 4,358 5,077 56 (1,531)
Total fixed charges (above) ..................... 7,834 16,168 9,037 12,602 17,052 3,113 10,947
-------- -------- -------- -------- -------- --------- --------
Fixed charges and preferred
dividends ....................................... $ 6,247 $ 18,442 $ 10,017 $ 16,960 $ 22,129 $ 3,169 $ 9,146
======== ======== ======== ======== ======== ========= ========
Ratio of margins to fixed charges
and preferred dividends
combined<F5>..................................... 2.0 (0.1) 1.4 (2.3) 1.5 1.3
======== ======== ======== ======== ======== ========
Deficiency of adjusted net
margins to fixed charges and
preferred dividends ............................. N/A $ 19,604 N/A $ 55,560 N/A N/A
======== ======== ======== ======== ======== ========
<FN>
<F1> Represents change in annual interest. Calculated by adding interest on certificates and debentures offered hereby and
subtracting interest on debentures redeemed and long-term debt repaid (see "Use of Proceeds" section of Prospectus).
Calculation as follows (in 000's):
Debt offered:
Certificates $ 2,500 x .0675 = $ 169
5,000 x .0725 = 363
5,000 x .0700 = 350
20,000 x .0750 = 1,500
20,000 x .0800 = 1,600
Reinvestment option 18,850 x <F3> = 1,476
-------- -------
$ 71,350 $ 5,458
======== =======
Less debt repaid:
Debentures $ 3,348 x .0750 x 12/12 = $ (251)
Certificates 8,876 x .0850 x 1/12 = (63)
4,428 x .0800 x 1/12 = (30)
17,348 x .0700 x 1/12 = (101)
20,000 x .0950 x 12/12 = (1,900)
-------- --------
$ 54,000 $(2,345)
======== ========
<F2> Represents the change in preferred stock dividend requirements as a result of the current offering $12 ($200 x 6%) less
anticipated redemptions $(174), (calculated at $2,500 x 6.94%, the weighted average rate paid on preferred stock during the
year ended June 30, 1995).
<F3> Various rates ranging from 4.5% to 9.5%.
<F4> Represents pre-tax adjusted net margin from continuing operations divided by after-tax margin, which adjusts dividends on
preferred stock to a pre-tax basis.
<F5> Represents adjusted net margins divided by fixed charges and preferred dividends.
N/A No deficiency.
</FN>
</TABLE>
<PAGE>
EXHIBIT 23
<PAGE>
CONSENT OF COUNSEL
The consent of David M. Hayes, General Counsel and Secretary of the
Company, is included in his opinions, a copy of which is filed as Exhibit 5.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-3 (File No. _____) of our reports dated September 15,
1995, on our audits of the consolidated financial statements and financial
statement schedules of Agway Inc. and Consolidated Subsidiaries as of June 30,
1995 and 1994, and for the years ended June 30, 1995, 1994, and 1993,
appearing in the Annual Report on Form 10-K (SEC File No. 2-22791) of Agway
Inc. and Consolidated Subsidiaries filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934.
We also consent to the reference to our firm under the caption "Experts"
in this Prospectus.
COOPERS & LYBRAND L.L.P.
Syracuse, New York
September 22, 1995
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated August 11, 1995, relating to the consolidated financial statements of H.
P. Hood Inc., appearing on page 33 of Agway Inc.'s Annual Report on Form 10-K
for the year ended June 30, 1995. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Boston, Massachusetts
September 25, 1995
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated August 16, 1995, relating to the June 25, 1994 and June 26, 1993
financial statements of Curtice Burns Foods, Inc., which report is included in
Agway Inc.'s Annual Report on Form 10-K, for the year ended June 30, 1995. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.
PRICE WATERHOUSE LLP
Rochester, New York
September 22, 1995
<PAGE>
EXHIBIT 25
<PAGE>
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2):
--------
KEY BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 14-0912685
(Jurisdiction of incorporation or (IRS Employer
organization if not a U.S. national bank) Identification No.)
66 South Pearl Street, Albany, New York 12207
(Address of Principal Executive Offices) (Zip Code)
NOT required--trustee is a New York state-chartered bank
(Name, address, and telephone number of agent for service)
Agway, Inc.
(Exact Name of Obligor as Specified in its Charter)
Delaware 15-0277720
(State or Other Jurisdiction of Incorporation) (IRS Employer
Identification No.)
333 Butternut Drive, DeWitt, New York 13214
(Address of Principal Executive Offices) (Zip Code)
Agway Financial Corporation
(Exact Name of Obligor as Specified in Its Charter)
Delaware 06-1174232
(State or Other Jurisdiction of Incorporation) (IRS Employer
Identification No.)
1105 North Market Street, Suite 1300
Wilmington, Delaware 19899
(Address of Principal Executive Offices) (Zip Code)
<PAGE>
Subordinated Member Money Market Certificates issued in multiples of
$5,000 under Indenture dated as of August 23, 1989, as amended by
Supplemental Indenture dated as of August 24, 1992, due October 31,
2003 (minimum 7.50% per annum).
Subordinated Money Market Certificates issued in multiples of $5,000
under Indenture dated as of August 23, 1989, as amended by
Supplemental Indenture dated as of August 24, 1992, due October 31,
2003 (minimum 7.00% per annum).
Subordinated Member Money Market Certificates issued in multiples of
$100 under Indenture dated as of August 23, 1989, as amended by
Supplemental Indenture dated as of August 24, 1992, due October 31,
2003 (minimum 7.25% per annum).
Subordinated Money Market Certificates issued in multiples of $100
under Indenture dated as of August 23, 1989, as amended by
Supplemental Indenture dated as of August 24, 1992, due October 31,
2003 (minimum 6.75% per annum).
Subordinated Non-Redeemable Money Market Certificates issued in
multiples of $2,000 under Indenture dated as of August 23, 1989, as
amended by Supplemental Indenture dated as of August 24, 1992, due
October 31, 1998 (minimum 8.00% per annum).
[TITLE OF THE INDENTURE SECURITIES]
2
<PAGE>
Item 1. General Information. Furnish the following information as
to the trustee -
(a) Name and address of each examining or
supervisory authority to which it is
subject.
State of New York Banking Department, 2
Rector Street, New York, New York 10006.
Federal Deposit Insurance Corporation,
Washington, D.C.
(b) Whether it is authorized to exercise
corporate trust powers.
YES.
Item 2. Affiliations with the obligor. If the obligor is an
affiliate of the trustee, describe each such affiliation.
AS TO EACH OBLIGOR: NONE
Item 3. Voting securities of the trustee. Furnish the following
information as to each class of voting securities of the
trustee.
AS OF AUGUST 31, 1995:
Title of Class: Amount Outstanding:
Common Stock $1.00 Par Value 228,635,987 shares
Item 4. Trusteeships under other indentures. If the trustee is a
trustee under another indenture under which any other
securities, or certificates of interest or participation in
any other securities, of the obligor are outstanding,
furnish the following information:
(a) Title of the securities outstanding under each such
other indenture.
(1) Subordinated Member Debentures (minimum 8
1/2%), issued under Indenture dated
October 1, 1974, due July 1, 1999.
(2) Subordinated Debentures (minimum 8%),issued
under Indenture dated October 1, 1974, due
July 1, 1999.
3
<PAGE>
(3) Subordinated Member Debentures (minimum 7
1/2%), issued under Indenture dated
September 1, 1976, due July 1, 2001.
(4) Subordinated Debentures (minimum 7%),issued
under Indenture dated September 1,1976, due
July 1, 2001.
(5) Subordinated Member Debentures (minimum
8%), issued under Indenture dated
September 1, 1978, due July 1, 2003.
(6) Subordinated Debentures (minimum 7 1/2%),
issued under Indenture dated September 1,
1978, due July 1, 2003.
(7) Subordinated Member Money Market
Certificates issued under Indenture dated
August 25, 1982, due October 31, 1997
(minimum 9 1/2%).
(8) Subordinated Money Market Certificates
issued under Indenture dated August 25,
1982, due October 31, 1997 (minimum 9%).
(9) Subordinated Money Market Certificates
issued under Indenture dated September 1,
1985, due October 31, 2005 (minimum 7
1/2%).
(10) Subordinated Member Money Market
Certificates issued under Indenture dated
September 1, 1985, due October 31, 2005
(minimum 8%).
(11) Subordinated Money Market Certificates
issued under Indenture dated September 2,
1985, due October 31, 1995 (minimum 8%).
(12) Subordinated Member Money Market
Certificates issued under Indenture dated
September 2, 1985, due October 31, 1995
(minimum 8 1/2%).
(13) Subordinated Member IRA Certificates
issued under Indenture dated September 3,
1985, due October 31, 1995 (minimum 10%).
(14) Subordinated Member IRA Certificates
issued under Indenture dated September 2,
1986, due October 31, 1996 (minimum 7%).
(15) Subordinated Member Money Market
Certificates issued under Indenture dated
September 1, 1986, due October 31, 1996
(minimum 6 1/2%).
4
<PAGE>
(16) Subordinated Money Market Certificates
issued under Indenture dated September 1,
1986, due October 31, 1996 (minimum 6%).
(17) Subordinated Member Money Market
Certificates issued under Indenture dated
September 1, 1986, due October 31, 2006
(minimum 6%).
(18) Subordinated Money Market Certificates
issued under Indenture dated September 1,
1986, due October 31, 2006 (minimum 5
1/2%).
(19) Subordinated Member Money Market
Certificates issued under Indenture dated
August 24, 1987, due October 31, 1998
(minimum 7%).
(20) Subordinated Member Money Market
Certificates issued under Indenture dated
August 24, 1987, due October 31, 2008
(minimum 6 1/2%).
(21) Subordinated Money Market Certificates
issued under Indenture dated August 24,
1987, due October 31, 1998 (minimum 6
1/2%).
(22) Subordinated Money Market Certificates
issued under Indenture dated August 24,
1987, due October 31, 2008 (minimum 6%).
(23) Subordinated Member IRA Certificates
issued under Indenture dated August 25,
1987, due October 31, 1997 (minimum 7
1/2%).
(24) Subordinated Member Money Market
Certificates issued under Indenture dated
as of August 23, 1988, as amended by
Supplemental Indenture dated as of October
14, 1988, due October 31, 2000 (minimum 9
1/2% per annum).
(25) Subordinated Money Market Certificates
issued under Indenture dated as of August
23, 1988, as amended by Supplemental
Indenture dated as of October 14, 1988,
due October 31, 2000 (minimum 9% per
annum).
(26) Subordinated Member Money Market
Certificates issued under Indenture dated
as of August 23, 1988, as amended by
Supplemental Indenture dated as of October
14, 1988, due October 31, 2008 (minimum 9%
per annum).
(27) Subordinated Money Market Certificates
issued under Indenture dated as of August
23, 1988, as amended by Supplemental
Indenture dated as of October 14, 1988,
due October 31, 2008 (minimum 8 1/2% per
annum).
5
<PAGE>
(28) Subordinated Member IRA Certificates
issued under Indenture dated as of August
24, 1988, as amended by Supplemental
Indenture dated as of October 14, 1988,
due October 31, 1998 (minimum 9 1/2% per
annum).
(29) Subordinated Member Money Market
Certificates issued under Indenture dated
as of August 23, 1989, due October 31,
1998 (minimum 9% per annum).
(30) Subordinated Money Market Certificates
issued under Indenture dated as of August
23, 1989, due October 31, 1998 (minimum 8
1/2% per annum).
(31) Subordinated Member Money Market
Certificate issued under Indenture dated
as of August 23, 1989, due October 31,
2004 (minimum 8 1/2% per annum).
(32) Subordinated Money Market Certificates
issued under Indenture dated as of August
23, 1989, due October 31, 2004 (minimum 8%
per annum).
(33) Subordinated Member IRA Certificates
issued under Indenture dated as of August
24, 1989, due October 31, 1999 (minimum 9%
per annum).
(34) Subordinated Member IRA Certificates
issued under Indenture dated as of August
24, 1989, due October 31, 2000 (minimum 9%
per annum).
(35) Subordinated Member Money Market
Certificates issued under Indenture dated
as of August 23, 1989, due October 31,
2001 (minimum 9% per annum).
(36) Subordinated Money Market Certificates
issued under Indenture dated as of August
23, 1989, due October 31, 2001 (minimum 8
1/2% per annum).
(37) Subordinated Member Money Market
Certificates issued under Indenture dated
as of August 23, 1989, due October 31,
2005 (minimum 8 1/2% per annum).
6
<PAGE>
(38) Subordinated Money Market Certificates
issued under Indenture dated as of August
23, 1989, due October 31, 2005 (minimum 8%
per annum).
(39) Subordinated Member Money Market
Certificates issued under Indenture dated
as of August 23, 1989, due October 31,
1999 (minimum 8% per annum).
(40) Subordinated Money Market Certificates
issued under Indenture dated as of August
23, 1989, due October 31, 1999 (minimum
7.5% per annum).
(41) Subordinated Member Money Market
Certificates issued under Indenture dated
as of August 23, 1989, due October 31,
2002 (minimum 7.5% per annum).
(42) Subordinated Money Market Certificates
issued under Indenture dated as of August
23, 1989, due October 31, 2002 (minimum 7%
per annum).
(43) Subordinated Member Money Market
Certificates issued under Indenture dated
as of August 23, 1989, as amended by
Supplemental Indenture dated as of August
24, 1992, due October 31, 2002 (minimum 6%
per annum).
(44) Subordinated Money Market Certificates
issued under Indenture dated as of August
23, 1989, as amended by Supplemental
Indenture dated as of August 24, 1992, due
October 31, 2002 (minimum 5.5% per annum).
(45) Subordinated Member Money Market
Certificates issued under Indenture dated
as of August 23, 1989, as amended by
Supplemental Indenture dated as of August
24, 1992, due October 31, 1996 (minimum
5.5% per annum).
(46) Subordinated Money Market Certificates
issued under Indenture dated as of August
23, 1989, as amended by Supplemental
Indenture dated as of August 24, 1992, due
October 31, 1996 (minimum 5% per annum).
(47) 7% Subordinated Money Market Certificates
issued under Indenture dated as of August
23, 1989, as amended by Supplemental
Indenture dated as of August 24, 1992, due
October 31, 1995 (minimum 7% per annum).
7
<PAGE>
(48) Subordinated Member Money Market
Certificates issued under Indenture dated
as of August 23, 1989, as amended by
Supplemental Indenture dated as of August
24, 1992, due October 31, 2001 (minimum
5.25% per annum).
(49) Subordinated Member Money Market
Certificates issued under Indenture dated
as of August 23, 1989, as amended by
Supplemental Indenture dated as of August
24, 1992, due October 31, 2001 (minimum
5.00% per annum).
(50) Subordinated Money Market Certificates
issued under Indenture dated as of August
23, 1989, as amended by Supplemental
Indenture dated as of August 24, 1992, due
October 31, 2001 (minimum 4.75% per
annum).
(51) Subordinated Money Market Certificates
issued under Indenture dated as of August
23, 1989, as amended by Supplemental
Indenture dated as of August 24, 1992, due
October 31, 2001 (minimum 4.50% per
annum).
(52) Subordinated Money Market Certificates
issued under Indenture dated as of August
23, 1989, as amended by Supplemental
Indenture dated as of August 24, 1992, due
October 31, 1996 (minimum 5.50% per
annum).
(53) Subordinated Member Money Market
Certificates issued in multiples of $5,000
under Indenture dated as of August 23,
1989, as amended by Supplemental Indenture
dated as of August 24, 1992, due October
31, 2001 (minimum 7.25% per annum).
(54) Subordinated Money Market Certificates
issued in multiples of $5,000 under
Indenture dated as of August 23, 1989, as
amended by Supplemental Indenture dated as
of August 24, 1992, due October 31, 2001
(minimum 6.75% per annum).
(55) Subordinated Member Money Market
Certificates issued in multiples of $100
under Indenture dated as of August 23,
1989, as amended by Supplemental Indenture
dated as of August 24, 1992, due October
31, 2001 (minimum 7.00% per annum).
8
<PAGE>
(56) Subordinated Money Market Certificates
issued in multiples of $100 under
Indenture dated as of August 23, 1989, as
amended by Supplemental Indenture dated as
of August 24, 1992, due October 31, 2001
(minimum 6.50% per annum).
(57) Subordinated Non-Redeemable Money Market
Certificates issued under Indenture dated
as of August 23, 1989, as amended by
Supplemental Indenture dated as of August
24, 1992, due October 31, 1997 (minimum
7.75% per annum).
(b) A brief statement of facts relied upon as a basis for the
claim that no conflicting interest within the meaning of
Section 310(b)(1) of the Act arises as a result of the
trusteeship under any such other indenture, including a
statement as to how the indenture securities will rank as
compared with the securities issued under such other
indenture.
The proviso clause of Section 310(b)(1) of the Act is
applicable. See Section 8.08(c)(1) of the Indentures dated
as of October 1, 1974; September 1, 1976; September 1, 1978;
August 25, 1982; September 1, 1985; September 2, 1985; and
Section 11.10 of the Indentures dated September 3, 1985;
September 1, 1986; September 2, 1986; August 24, 1987;
August 25, 1987; August 23, 1988; August 24, 1988; August
23, 1989; and August 24, 1989. The debentures, debenture
bonds, or certificates issued under these indentures are
wholly unsecured and except for their maturities and
interest rates will rank equally with one another.
Item 5. Interlocking directorates and similar relationship with
obligor or underwriters. If the trustee or any of the
directors or executive officers of the trustee is a
director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the
obligor, identify each such person having any such
connection and state the nature of each such connection.
AS TO EACH OBLIGOR: NONE.
9
<PAGE>
Item 6. Voting securities of the trustee owned by the obligor or
its officials. Furnish the following information as to the
voting securities of the trustee owned beneficially by the
obligor and each director, partner, and executive officer of
the obligor:
AS OF AUGUST 31, 1995:
SO FAR AS IS KNOWN TO THE TRUSTEE, AND BASED UPON
INFORMATION SUPPLIED BY THE OBLIGORS, THE AMOUNT OF VOTING
SECURITIES OF THE TRUSTEE, OWNED BENEFICIALLY BY THE
OBLIGORS AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE
OFFICERS, TAKEN AS A GROUP, DOES NOT EXCEED 1 PERCENT OF THE
OUTSTANDING VOTING SECURITIES OF THE TRUSTEE.
Item 7. Voting securities of the trustee owned by underwriters or
their officials. Furnish the following information as to the
voting securities of the trustee owned beneficially by each
underwriter for the obligor and each director, partner, and
executive officer of each such underwriter:
AS OF AUGUST 31, 1995:
AS TO EACH OBLIGOR: NONE
Item 8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to the securities of
the obligor owned beneficially or held as collateral
security for obligations in default by the trustee:
AS OF AUGUST 31, 1995:
AS TO EACH OBLIGOR: NONE
Item 9. Securities of underwriters owned or held by the trustee.
If the trustee owns beneficially or holds as collateral
security for obligations in default any securities of any
underwriter for the obligor, furnish the following
information as to each class of securities of such
underwriter any of which are so owned or held by the
trustee:
AS OF AUGUST 31, 1995:
AS TO EACH OBLIGOR: NONE
10
<PAGE>
Item 10. Ownership or holdings by the trustee of voting
securities of certain affiliates or security holders of the
obligor. If the trustee owns beneficially or holds as
collateral security for obligations in default voting
securities of 10 a person who, to the knowledge of the
trustee (1) owns 10 percent or more of the voting securities
of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor, furnish the following
information as to the voting securities of such person;
AS OF AUGUST 31, 1995:
AS TO EACH OBLIGOR: NONE
Item 11. Ownership or holdings by the trustee of any securities of
a person owning 50 percent or more of the voting securities
of the obligor. If the trustee owns beneficially or holds as
collateral security for obligations in default any
securities of a person who, to the knowledge of the trustee,
owns 50 percent or more of the voting securities of the
obligor, furnish the following information as to each class
of securities of such person any of which are so owned or
held by the trustee.
AS OF AUGUST 31, 1995:
AS TO EACH OBLIGOR: NONE
Item 12. Indebtedness of the Obligor to the Trustee. Except as noted
in the instructions, if the obligor is indebted to the
trustee, furnish the following information:
Col. A Col. B Col. C
Nature of Amount
Indebtedness Outstanding Date Due
AS TO EACH OBLIGOR: NONE
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with
respect to the securities under this indenture.
Explain the nature of any such default.
AS TO EACH OBLIGOR: NONE
11
<PAGE>
(b) If the trustee is a trustee under another indenture
under which any other securities, or certificates
of interest or participation in any other
securities, of the obligor are outstanding, or is
trustee for more than one outstanding series of
securities under the indenture, state whether there
has been a default under any such indenture or
series, identify the indenture or series affected,
and explain the nature of any such default.
AS TO EACH OBLIGOR: NONE
Item 14. Affiliations with the Underwriters. If any underwriter is an
affiliate of the trustee, describe each such affiliation.
AS TO EACH OBLIGOR: NONE
Item 15. Foreign Trustee. Identify the order or rule pursuant to
which the foreign trustee is authorized to act as sole
trustee under indentures qualified or to be qualified under
the Act.
NOT APPLICABLE.
Item 16. List of Exhibits:
1. (a) A copy of the Organization
Certificate of the trustee as amended
through August 26, 1993.(1)
(b) Certificate of Amendment dated
August 24, 1995 of the Organization
Certificate of the Trustee.
2. A copy of the letter dated June 12,
1992, from the New York Superintendent
of Banks authorizing the trustee to
convert to a New York State charter
(and commence business as a New York
State-chartered banking corporation)
on June 17, 1992. (2)
3. The authorization of the trustee to
exercise corporate trust powers is
contained in the Organization
Certificate. (3)
4. A copy of the existing by-laws of the
trustee. (4)
12
<PAGE>
5. Inapplicable, since neither obligor is
in default.
6. The trustee hereby consents, solely to
the extent required by Section 321(b)
of the Trust Indenture Act of 1939,
that reports of examinations by
Federal, State, Territorial, or
District authorities may be furnished
by such authorities to the Securities
and Exchange Commission upon such
Commission's request therefor.
7. A copy of the latest balance sheet of
the trustee, dated September 5, 1995,
prepared pursuant to the requirements
of the New York State Banking
Department (its supervising or
examining authority).
8. Inapplicable.
9. Inapplicable.
(1) thru (4) Incorporated by reference to Statement by Key Bank of New York
of Eligibility Under the Trust Indenture Act of 1939 as a Corporation
Designated to Act as Trustee, filed as Exhibit 25 to Registration Statement
No. 33-50469 of Agway, Inc. and Agway Financial Corporation filed with the
Securities and Exchange Commission on October 1, 1993.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Key Bank of New York, a New York state-chartered banking corporation,
has duly caused this statement of eligibility and qualification to be signed
on its behalf by the undersigned, thereunto duly authorized, all in the City
of Albany, and State of New York, on the 20th day of September, 1995.
KEY BANK OF NEW YORK, trustee
By:/s/ STEPHEN E. GORZYNSKI
Stephen E. Gorzynski
Vice President
13
<PAGE>
STATE OF NEW YORK,
BANKING DEPARTMENT
I, CARMINE M. TENGA, Deputy Superintendent of Banks of the State of New York, DO
HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF THE
ORGANIZATION CERTIFICATE OF KEY BANK OF NEW YORK UNDER SECTION 8005 OF THE
BANKING LAW", dated August 24, 1995, providing for an increase in the amount of
capital stock from $41,816,030.00 consisting of 7,797,206 shares of common stock
with a par value of $5.00 per share and 566,000 shares of preferred stock with a
par value of $5.00 per share, to $42,816,030.00 consisting of 7,997,206 shares
of common stock with a par value of $5.00 per share and 566,000 shares of
preferred stock with a par value of $5.00 per share.
WITNESS, my hand and official seal of the Banking Department at the City of
New York, this 29th day of August in the Year of our Lord
one thousand nine hundred and ninety-five.
/s/ CARMINE M. TENGA
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF
KEY BANK OF NEW YORK
UNDER SECTION 8005 OF THE BANKING LAW
The undersigned, being respectively the President and Assistant Secretary
of Key Bank of New York, do hereby certify that:
1. The name of the Corporation is Key Bank of New York. The name under
which the Corporation was formed in NSA Bank.
2. The Corporation's Organization Certificate was filed by the
Superintendent of Banks of the State of New York on February 11, 1993.
3. The Corporation's Organization Certificate is amended to increase the
amount of its capital stock from $41,816,030.00 consisting of 7,797,206 shares
of common stock with a par value of $5.00 each and 566,000 shares of preferred
stock with a par value of $5.00 each to $42,816,030.00 consisting of 7,997,206
shares of common stock with a par value of $5.00 each and 566,000 shares of
preferred stock with a par value of $5.00 each
.
4. Article THIRD of the Corporation's Organization Certificate is hereby
amended to read as follows:
THIRD. That the amount of its capital stock
is to be Forty Two Million Eight Hundred Sixteen
Thousand Thirty and No/100 Dollars
($42,816,030.00) and the number of shares into
which such capital stock is to be divided is
8,563,206 with a par value of $5.00 each.
<PAGE>
5. Paragraph (a) of Article FOURTH of the Corporation's Organization
Certificate is hereby amended to read as follows:
a) The number and par value of shares to be
included in each class are as follows: 566,000
shares of preferred stock with a par value of
$5.00 each; 7,997,206 shares of common stock with
a par value of $5.00 each.
6. This Amendment to the Organization Certificate of the Corporation was
authorized by the Board of Directors of the Corporation by a majority vote of
all the members thereof and by the unanimous written consent of the Sole
Shareholder of the Corporation adopted pursuant to Section 6015 of the Banking
Law of the State of New York.
IN WITNESS WHEREOF, the undersigned have executed this Certificate this
24th day of August, 1995.
KEY BANK OF NEW YORK
By: /s/ Richard A. Molyneux
------------------------
Richard A. Molyneux
President and Chief
Executive Officer
By: /s/ Mae A. Cavoli
------------------------
Mae A. Cavoli
Assistant Secretary
<PAGE>
STATE OF NEW YORK ) SS
COUNTY OF ALBANY )
RICHARD A. MOLYNEUX, being duly sworn, deposes and says that he is the
President and Chief Executive Officer of KEY BANK OF NEW YORK, the Bank named
in the foregoing Certificate of Amendment of the Organization Certificate of
Key Bank of New York under Section 8005 of the Banking Law, that he has read
and signed said Certificate and knows the contents thereof, and that the
statements contained therein are true.
/s/ Richard A. Molyneux
--------------------------
Richard A. Molyneux
President and Chief
Executive Officer
Sworn to before me this 24th
day of August , 1995
/s/ Nancy J. Stock
- --------------------
Notary Public
NANCY J. STOCK
NOTARY PUBLIC, STATE OF NEW YORK
QUALIFIED IN ALBANY COUNTY
4693754
MY COMMISSION EXPIRES NOV. 30, 1995
<PAGE>
KEY BANK OF NEW YORK
BALANCE SHEET AS OF 9/5/95
(UNAUDITED)(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
KBNY KBUSA KBNY
WITHOUT BALANCE ACTUAL 9/5/95
KBUSA MERGED BALANCE SHEET
----------- ----------- --------------
- --ASSETS--
<S> <C> <C> <C>
LOANS:
LOANS TO DEPOSITORY INST $ 3,425 $ $ 3,425
AGRICULTURAL LOANS 78,095 78,095
COMMERCIAL OTHER 1,570,672 378,834 1,949,506
DEALER FLOOR PLAN 150,360 150,360
NONRATED MUNICIPAL LOANS 119,172 119,172
----------- ----------- -----------
TOTAL COMMERCIAL OTHER 1,921,724 378,834 2,300,558
CONSUMER--INSTALLMENT DIRECT 297,028 321 297,349
CONSUMER--INSTALLMENT INDIRECT 1,881,737 1,881,737
STUDENT 118,030 118,030
CASH RESERVE 68,004 349 68,353
CREDIT CARD 192,782 1 192,783
----------- ----------- -----------
TOTAL REAL ESTATE 2,557,581 671 2,558,252
REAL ESTATE--CONSTRUCTION 205,471 205,471
REAL ESTATE--RESIDENTIAL 2,944,853 179,221 3,124,074
REAL ESTATE--HOME EQUITY 754,832 754,832
REAL ESTATE--COMMERCIAL 1,710,998 617 1,711,615
REAL ESTATE--AGRICULTURAL 20,210 20,210
----------- ----------- -----------
TOTAL REAL ESTATE 5,636,364 179,838 5,816,202
LEASE FINANCING 135,949 24,176 160,125
TOTAL LOANS NET OF UNEARNED 10,251,618 583,519 10,835,137
INVESTMENT SECURITIES:
TAXABLE-US TREASURY 0
TAXABLE-US GOVERNMENT CORPS 0
TAXABLE-MORTGAGE BACKED 1,783,282 91,417 1,874,699
TAXABLE OTHER 2,061 2,061
----------- ----------- -----------
TOTAL TAXABLE SECURITIES 1,785,343 91,417 1,876,760
TAX-PREFERRED-STATE AND MUNICIPAL 886,326 1,587 887,913
TAX-PREFERRED-OTHER
TOTAL TAX-PREFERRED SECURITIES 886,326 1,587 887,913
SECURITIES HELD FOR SALE 202,355 202,355
----------- ----------- ----------
TOTAL INVESTMENT SECURITIES 2,874,024 93,004 2,967,028
FED FUNDS SOLD AND SEC U/A RESELL 198,250 198,250
DUE FROM BANKS INTEREST BEARING 206 206
TOTAL EARNINGS ASSETS 13,324,098 676,523 14,000,621
ALLOWANCE FOR POSSIBLE LOAN LOSS (131,110) (1,092) (132,202)
CASH & DUE FROM BANKS 534,032 2,823 536,855
PREMISE & EQUIPMENT 147,025 147,025
OTHER RE OWNED 18,523 101 18,624
INTANGIBLE ASSETS 33,154 33,154
CAP MORTGAGE SERVICE 626 626
INTEREST REC 86,956 2,920 89,876
MISCELLANEOUS 419,193 19,076 438,269
----------- ----------- -----------
TOTAL OTHER ASSETS 1,108,399 23,828 1,132,227
----------- ----------- -----------
TOTAL ASSETS $14,432,497 $ 700,351 $15,132,848
=========== =========== ===========
</TABLE>
<PAGE>
KEY BANK OF NEW YORK
BALANCE SHEET AS OF 9/5/95
(UNAUDITED)(DOLLARS IN THOUSANDS)
KBNY KBUSA KBNY
WITHOUT BALANCE ACTUAL 9/5/95
KBUSA MERGED BALANCE SHEET
---------- ---------- -------------
- --LIABILITIES--
NONINTEREST BEARING:
PERSONAL $ 387,168 $ 1 $ 387,169
PARTNERSHIP/CORPS 1,087,920 1,087,920
PUBLIC 238,297 1 238,298
OTHER 119,839 11 119,850
---------- ---------- ----------
TOTAL NONINTEREST BEARING 1,833,224 13 1,835,237
INTEREST BEARING:
MONEY MARKET 2,181,791 2,181,791
NOW AND SUPER NOW 1,058,646 1,058,646
SAVINGS DEPOSITS 2,013,923 2,013,923
---------- ----------
SUBTOTAL 5,254,360 5,254,360
CERTIFICATES OF DEPOSIT:
CD'S UNDER $100K 3,309,742 3,309,742
CD'S OVER $100K 979,830 979,830
---------- ----------
TOTAL CD'S 4,289,572 4,289,572
TOTAL INTEREST BEARING 9,543,932 9,543,932
TOTAL DEPOSITS 11,377,156 13 11,377,169
SHORT TERM BORROWINGS:
FED FUNDS PURCHASED 840,050 639,252 1,479,302
SEC. SOLD U/A TO REPURC 174,317 174,317
OTHER ST BORROWINGS 825,139 825,139
LONG TERM DEBT 125 125
TOTAL DEPOSITS & BORROW 13,216,787 639,265 13,856,052
INTEREST PAYABLE 50,432 50,432
ACCRUED TAXES AND EXPENSE 83,793 186 83,979
OTHER LIABILITIES 27,114 39 27,153
---------- ---------- ----------
TOTAL OTHER LIABILITIES 161,339 225 161,564
TOTAL LIABILITIES 13,378,126 639,490 14,017,616
---------- ---------- ----------
SHAREHOLDER'S EQUITY 1,054,371 60,861 1,115,232
---------- ---------- ----------
TOTAL LIABILITIES AND SHE $14,432,497 $ 700,351 $15,132,848
=========== ========== ===========
