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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 24, 1995
AGWAY INC.
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(Exact name of registrant as specified in its charter)
Delaware 2-22791 15-0277720
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
333 Butternut Drive, DeWitt, New York 13214
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (315) 449-6431
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Item 5. Other Events
On March 23, 1993, the Company's Board of Directors
authorized management to sell its 34% interest in Curtice Burns
Foods, Inc. (Curtice Burns) and 99% interest in H.P. Hood, Inc.
(Hood), the major investments in Agway's food group segment.
Management and the Board had specific plans for the divestiture
of these operations and expected the divestiture of both
investments in fiscal 1994; however, due to unanticipated
occurrences, neither transaction was consummated by September
30, 1994. The investment in Curtice Burns was sold effective
November 3, 1994 as previously discussed in Agway's 10-Q filing
for the quarter ended September 30, 1994. At that time, relative
to the Hood sale, Agway had negotiated terms of a sale agreement
which were acceptable to both Agway and a Hood management led buyout
group (the "Buyers"). This transaction included a complex
financing plan on behalf of the Buyers. The Buyers had
identified lenders and investors and had negotiated amounts and
terms of the respective loans and investments. The terms of the
sale transaction and the related financial structure were outlined
in a proposal letter prepared in October 1994 by the proposed
senior lender as a basis for their due diligence update prior to
issuing a commitment letter. Senior lender due diligence was in
process in October with a final commitment letter anticipated in
mid-November.
The issuance of the commitment letter was delayed and
in December 1994, a renegotiation of the senior financing took
place culminating in delivery of a senior lender commitment
letter the first week of January 1995 which was acceptable to
both Agway and the Buyers. Discussions by the Buyers at that
time with the other investors supporting their purchase initiative
revealed additional issues to be resolved with those investors.
Based on the status of the discussions, on January 24, 1995, it
was mutually agreed by Agway and the Buyers that this
transaction would no longer be pursued.
Agway has decided to actively pursue alternative buyers
for Hood. Under these circumstances, while Agway is still
actively interested in the sale of Hood and while such a sale
could be consummated in the near future, Agway is no longer
able to estimate with reasonable certainty whether a sale will
occur within the next year and, accordingly, will reclassify Hood
from discontinued operations to continuing operations for
financial reporting purposes until such time as a sale is
imminent. The effect of this decision is expected to have an
adverse impact on the financial statements of Agway. Agway is
in the process of determining the effect on current and historical
financial statements and will include this information in the 10-Q
filing for the quarter ended December 31, 1994.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AGWAY INC.
(Registrant)
Date January 27, 1995 By /s/ PETER J. O'NEILL
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Peter J. O'Neill
Senior Vice President
Corporate Finance and Control
(Principal Financial Officer and
Chief Accounting Officer)
