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PROSPECTUS
(LOGO)
AGWAY INC.
AND
AGWAY FINANCIAL CORPORATION
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
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Price to Underwriting Discounts Proceeds to
Title of Class (1) Public or Commissions (2) Companies (3)
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<S> <C> <C> <C>
Agway Inc.
Guarantee of Debt Securities -- None --
8% Cumulative Preferred Stock, Series B
Per Unit $ 100 None $ 100
Total $ 194,600 None $ 194,600
Series HM Preferred Stock (4)
Per Unit $ 25 None $ 25
Total $ 97,225 None $ 97,225
Membership Common Stock (5)
Per Unit $ 25 None $ 25
Total $ 79,425 None $ 79,425
AGWAY FINANCIAL CORPORATION
Guaranteed, Subordinated Money Market Certificates
(minimums 8.50% and 8.75% per annum) due October 31, 2015 (6)
Per Unit (7) 100% None $ 100/5,000
Guaranteed, Subordinated Member Money Market Certificates
(minimums 9.00% and 9.25% per annum) due October 31,
2015 (6)
Per Unit (7) 100% None $ 100/5,000
Guaranteed, Subordinated Money Market Certificates
(minimum 9.50% per annum) due October 31, 2004 (6)
Per Unit 100% None $ 2,000
Guaranteed, Subordinated Money Market Certificates
(minimum 9.75% per annum) due October 31, 2009 (6)
Per Unit 100% None $ 2,000
Guaranteed, Subordinated Member and Subordinated Money Market
Certificates under the Interest Reinvestment Option
(ranging from minimum of 4.5% to 9.75% per annum) due from
October 31, 1998 through October 31, 2015
Per Unit 100% None
TOTAL AGWAY FINANCIAL CORPORATION $78,279,750 $78,27,750
</TABLE>
THE REGISTRANTS HAVE FILED A REGISTRATION STATEMENT TO REGISTER AN
ADDITIONAL $49,000,000 IN SECURITIES FOR AN OFFERING PURSUANT TO RULE 462(B)
UNDER THE SECURITIES ACT OF 1933 ("1933 ACT"). IN ADDITION, AS OF DECEMBER 12,
2000, $29,651,000 OF THE $246,200,000 OF THE SECURITIES PREVIOUSLY REGISTERED ON
REGISTRATION STATEMENT NO. 333-62509, WHICH WERE NOT SOLD, ARE INCLUDED IN THE
TOTAL PRICE TO THE PUBLIC NOTED ABOVE AND ARE OFFERED HEREUNDER PURSUANT TO RULE
429 OF THE 1933 ACT.
WHILE THE MONEY MARKET CERTIFICATES WILL, AT A MINIMUM, PAY THE STATED
RATE OF INTEREST, A HIGHER RATE MAY BE PAID BASED UPON THE TREASURY BILL RATE AS
DESCRIBED HEREIN.
The Certificates bear interest payable semiannually in arrears on
January 1 and July 1 of each year. The Certificates are redeemable at the option
of the Company. A complete description of the securities offered by Agway
Financial Corporation ("AFC") is set forth on pages 10 through 20 herein. Under
Rule 424 of the 1933 Act, the Company has modified the per annum interest and
maturity date of some of these securities.
The Company is under no obligation to repurchase these securities when
tendered and 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 9.50% and 9.75% Subordinated
Money Market Certificates due October 31, 2004 and 2009 (the "9.50%
Certificates" and the "9.75 Certificates"), respectively, described herein.
The Company may, from time to time prior to the completion of the
offering of the Certificates, change the rate of interest or maturity date
offered by filing a supplement with the Securities and Exchange Commission. Any
change in the interest rate or maturity date offered will not affect the rate of
interest on or maturity date of any Certificates theretofore issued. The
principal amount of each class of securities offered may vary but will not
exceed in the aggregate of $78,651,000.
FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY, SEE THE "RISK FACTORS" SECTION
OF THIS PROSPECTUS SET FORTH ON PAGE 4.
FOOTNOTES ARE LOCATED ON PAGE 2
THE DATE OF THIS PROSPECTUS IS DECEMBER 20, 2000
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