AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933
---------------------
AGWAY
AGWAY INC. FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT (EXACT NAME OF REGISTRANT
AS SPECIFIED IN ITS CHARTER) 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 (ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES) EXECUTIVE OFFICES)
315-449-6431 302-654-8371
CHRISTOPHER W. FOX, Esq.
AGWAY INC.
BOX 4933
Syracuse, New York 13221-4933
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.
---
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement number of the earlier effective registration
statement for the same offering. X
---
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
---
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
---
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
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.................... (1) (1) None
AGWAY FINANCIAL CORPORATION
Guaranteed, Subordinated Member and
Subordinated Money Market Certificates............ * 100% * *
Guaranteed, Subordinated Member and
Subordinated Money Market Certificates under
the Interest Reinvestment Option.................. * 100% * *
-------------- -------------- -------------
$ 49,000,000 $ 49,000,000 $ 14,848.00
============== ============== =============
</TABLE>
* The principal amount of Certificates sold at a particular interest rate
and maturity date and the proceeds realized can vary. However, the
aggregate price to the public will not exceed $49,000,000.
(1) No consideration will be received by Agway Inc. for the Guarantee.
--------------------------------------------------------------------------------
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>
FORM S-3 REGISTRATION NO. 333-
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The Registrants, Agway Inc. and Agway Financial Corporation, have filed this
Registration Statement to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act. The earlier effective
Registration Statement, Form S-3, No. 333-62509, relates to the securities
registered hereunder, and the contents thereof are incorporated by reference.
ITEM 16. EXHIBITS
4 - By-Laws of Agway Inc., as amended to December 8, 2000,filed herewith.
5 - Opinions of Christopher W. Fox, Esq., dated December 13, 2000, filed
herewith.
23 - Consent of Counsel.
2
<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 December
13, 2000.
AGWAY INC.
(Registrant)
By /s/ Donald P. Cardarelli
-----------------------------------------
DONALD P. CARDARELLI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
(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>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Donald P. Cardarelli President and Chief Executive Officer December 13, 2000
(DONALD P. CARDARELLI) (Principal Executive Officer)
/s/ Peter J. O'Neill Senior Vice President, December 13, 2000
(PETER J. O'NEILL) Finance & Control
(Principal Financial Officer
& Principal Accounting Officer)
/s/ Gary K. Van Slyke Chairman of the December 13, 2000
(GARY K. VAN SLYKE) Board and Director
/s/ Andrew J. Gilbert Vice Chairman of the December 13, 2000
(ANDREW J. GILBERT) Board and Director
/s/ Keith H. Carlisle Director December 13, 2000
(KEITH H. CARLISLE)
/s/ D. Gilbert Couser Director December 13, 2000
(D. GILBERT COUSER)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Robert L. Marshman Director December 13, 2000
(ROBERT L. MARSHMAN)
/s/ Jeffrey B. Martin Director December 13, 2000
(JEFFREY B. MARTIN)
/s/ Samuel F. Minor Director December 13, 2000
(SAMUEL F. MINOR)
/s/ Richard H. Skellie Director December 13, 2000
(RICHARD H. SKELLIE)
/s/ Carl D. Smith Director December 13, 2000
(CARL D. SMITH)
/s/ Thomas E. Smith Director December 13, 2000
(THOMAS E. SMITH)
/s/ Joel L. Wenger Director December 13, 2000
(JOEL L. WENGER)
/s/ Edwin C. Whitehead Director December 13, 2000
(EDWIN C. WHITEHEAD)
/s/ Dennis C. Wolff Director December 13, 2000
(DENNIS C. WOLFF)
/s/ William W. Young Director December 13, 2000
(WILLIAM W. YOUNG)
</TABLE>
4
<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 December
13, 2000.
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>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Donald P. Cardarelli Chairman of the Board, December 13, 2000
(DONALD P. CARDARELLI) President and Director
(Principal Executive Officer)
/s/ Peter J. O'Neill Vice President and Director December 13, 2000
(PETER J. O'NEILL) (Principal Financial Officer and
Principal Accounting Officer)
/s/ Christopher W. Fox Director December 13, 2000
(CHRISTOPHER W. FOX)
</TABLE>
5
