AGWAY INC
8-K, 2000-05-18
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) May 17, 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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Item 5.  Other Events

Agway,  Inc.  and  Southern  States  Cooperative,  Inc.  announced on May 17 the
signing of a letter of intent to pursue  discussions  toward the  creation  of a
relationship to serve Agway consumer dealers in the northeastern  United States.
The letter of intent  provides  for the two  cooperatives  to work  together  to
develop a product distribution and marketing system that will serve dealers with
a full-line  of branded  and  non-branded  products,  as well as  marketing  and
advertising  support to develop the  cooperatives'  brands and trademarks over a
larger geographic area.

Under the terms of the letter of intent,  Southern  States would acquire certain
assets  relating  to  Agway's   consumer   wholesale   business  (the  "Consumer
Business"),  would  assume  all  dealer  marketing,   development,   operations,
distribution  and logistics  associated with the Consumer  Business  operated by
Agway and would provide Agway branded  products,  while Agway would  continue to
manufacture,  promote,  distribute  and sell the Agway and  Legends  bagged feed
products  through the dealer channel in the Northeast.  Agway would also provide
Agway Feathered Friend bird food, Agway seed and Seedway's  commercial vegetable
seed and turf seed products in this market.

The terms of the letter of intent are subject to the  negotiation  and execution
of a definitive  agreement between Agway and Southern States. Under terms of the
letter of intent, the new product  distribution and marketing system would be in
place by July 2000.

Currently, Agway and Southern States co-own a bulk and bagged feed manufacturing
plant in Gettysburg,  PA and are co-owners of a pet food joint venture with four
other farmer-owned  cooperatives.  Brands currently  available through Agway and
Southern  States  dealers now  include:  Statesman(R),  Legends(R),  Respond(R),
Pro-Pet(R), Big Red(R), and Li'l Red(R).




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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       May 18, 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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