AGWAY INC
8-K, 2000-12-14
GRAIN MILL PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              ---------------------

                                    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) December 7, 2000


                                   AGWAY INC.
             (Exact name of registrant as specified in its charter)


Delaware                           2-22791                            15-0277720
--------------------------------------------------------------------------------
(State or other jurisdiction     (Commission                       (IRS Employer
of incorporation)                File Number)                Identification No.)


333 Butternut Drive, DeWitt, New York                                      13214
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)



        Registrant's telephone number, including area code (315) 449-6436









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<PAGE>



ITEM 5.   OTHER EVENTS

On December 7, 2000, the Board of Directors of Agway Inc.  ("Agway")  approved a
plan to realign the Agriculture  segment of Agway's  business (the "Plan").  The
Plan is  intended  to  realign  the  Agriculture  segment  with  the  continuing
concentration  of farming  and our member  farmers  in the  northeastern  United
States and to convert  the  segment's  historic  operating  losses to profits by
fiscal 2003. The Plan calls for the formation of a Feed Division and an Agronomy
Division  that  will be  structured  to  enable  Agway  to act as an  aggressive
wholesaler of its agricultural products in its traditional marketplace and as an
aggressive retailer in select markets. It is expected that this realignment will
take 18 months to complete  and will  involve the  conversion  of some  existing
Agway-owned  facilities to dealer operations,  as well as the sale or closing of
some existing  Agway-owned  facilities.  It is probable that there will be costs
for such items as severance pay and inventory  liquidation which will contribute
to losses during the transition period.  Further, it is also expected there will
be gains, and possibly losses,  related to the sale,  shut-down or conversion of
facilities.   The   level   of   gain  or  loss   will   be   determined   on  a
transaction-by-transaction basis over the transition period and cannot presently
be  reasonably  estimated.  Once  costs  associated  with  these  plans  can  be
reasonably  estimated,  these costs will be accrued and, to the extent material,
disclosed when appropriate.  During this transition  period, we expect continued
losses from the Agriculture segment's  operations,  potentially at higher levels
in fiscal 2001 than in fiscal 2000, due in part to the costs associated with the
Plan.  In fiscal 2002,  while still in the  transition  phase,  the  Agriculture
segment's  operating  losses  in  total  will  likely  continue,  but we  expect
substantial improvement in the Agriculture Segment's operating results to begin.



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<PAGE>



                                   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    December 14, 2000                   By     /s/ PETER J. O'NEILL
     -----------------------                    ------------------------------
                                                     Peter J. O'Neill
                                                   Senior Vice President
                                                     Finance & Control
                                              (Principal Financial Officer and
                                                  Chief Accounting Officer)



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