SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2000
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
---------------------------------------------
(FULL TITLE OF THE PLAN)
AGWAY INC.
----------------------------------------------------------
(NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN)
333 BUTTERNUT DRIVE
DEWITT, NEW YORK 13214
-----------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF THE PLAN AND THE ISSUER
OF THE SECURITIES)
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
Report on Audited Financial Statements
for the year ended June 30, 2000
----------------------------------------------
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
JUNE 30, 2000 AND 1999
------------------------------------------------
<TABLE>
<CAPTION>
INDEX
-----
<S> <C>
Report of Independent Accountants................................................ F-2
Financial Statements:
Statements of Net Assets Available for Benefits
as of June 30, 2000 and 1999................................ F-3
Statements of Changes in Net Assets Available for Benefits
for the years ended June 30, 2000 and 1999.................. F-4
Notes to Financial Statements......................................... F-5 to F-16
Supplemental Schedules (Form 5500 information):
Schedule H, Form IV, Line (i). Schedule of Assets Held
for Investment Purposes as of June 30, 2000................. S-1.1 and S-1.2
Schedule H, Form IV, Line (j). Schedule of Reportable Transactions
for the year ended June 30, 2000............................ S-2.1
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Employee Benefit Plans
Administration Committee,
Agway, Inc.
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the AGWAY INC. EMPLOYEES' THRIFT INVESTMENT PLAN (the "Plan") at June 30,
2000 and 1999, and the changes in net assets available for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying index are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are additional
information required by the Employee Retirement Income Security Act of 1974. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLC
------------------------------
Syracuse, New York
December 15, 2000
F-2
<PAGE>
<TABLE>
<CAPTION>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
June 30, 2000 and 1999
-----------
(Thousands of Dollars)
ASSETS
2000 1999
-------------- ------------
<S> <C> <C>
BGI U.S. Equity Market Fund $ 84,311 $ 79,991
Agway, Inc., Preferred Securities 20,399 23,099
Agway Financial Corporation, Subordinated
Money Market Certificates 30,006 26,795
Agway Financial Corporation, Subordinated
Debentures 0 1,580
BGI Government/Corporate Bond Index Fund 2,735 3,409
Collective Cash Investment Funds 3,905 3,065
Loans to participants 1,842 1,322
-------------- ------------
TOTAL INVESTMENTS 143,198 139,261
Cash - Clearing Account 343 0
Accrued income 2,030 2,092
Contributions receivable, employer 1,049 1,005
-------------- ------------
TOTAL ASSETS 146,620 142,358
Accrued Liabilities 131 183
-------------- ------------
TOTAL LIABILITIES 131 183
-------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 146,489 $ 142,175
============== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the years ended June 30, 2000 and 1999
-----------
(Thousands of Dollars)
2000 1999
------------- ------------
<S> <C> <C>
Net appreciation of interest in common collective trust funds $ 8,293 $ 13,573
Interest income 2,840 2,555
Dividend income 1,750 1,874
------------- ------------
Total investment income 12,883 18,002
------------- ------------
Contributions:
Participants 7,930 9,371
Agway, Inc. 1,575 1,498
------------- ------------
Total contributions 9,505 10,869
------------- ------------
Total additions 22,388 28,871
------------- ------------
Deductions:
Benefit payments to participants 17,464 16,293
Trustee fees, administrative and other expenses 610 481
------------- ------------
Total deductions 18,074 16,774
------------- ------------
Net additions 4,314 12,097
Net assets available for benefits:
Beginning of year 142,175 130,078
------------- ------------
Net assets available for benefits:
End of year $ 146,489 $ 142,175
============= ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
-----------
(Thousands of Dollars)
1. DESCRIPTION OF THE PLAN
The following brief description of the Agway, Inc. Employees' Thrift
Investment Plan (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan document for
more complete information of benefits provided under the Plan.
General
The Plan is a defined contribution plan covering substantially all
full-time employees of Agway, Inc. (the "Sponsor" or "Company") and
part-time employees who have reached their first anniversary date (as
defined in the Plan) and worked 1,000 hours. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
Contributions
Participants may elect to contribute "regular investments" of 1% to
6% of annual compensation (as defined in the Plan). These investments
can be made on a "pre-tax" basis, an "after-tax" basis or a
combination thereof, subject to Internal Revenue Service ("IRS")
limitations. Pre-tax regular investments are designed to take
advantage of Section 401(k) of the Internal Revenue Code ("IRC") and
are contributed to the Plan before being subject to federal income
tax and, in most cases, state income tax. After-tax regular
investments are contributed to the Plan after being subject to
federal and state income taxes.
Participants may invest an additional 1% to 9% of annual compensation
(as defined in the Plan) as "additional investments" on a pre-tax
basis (subject to IRS limitations) if the participant contributes the
maximum 6% of regular investments. Amounts exceeding the annual
pre-tax contribution limit established by the IRS are made on an
after-tax basis based on the election of the participant.
Participants may also contribute amounts representing distributions
from other qualified defined benefit or contribution plans.
The Sponsor shall contribute an amount equal to at least 10%, but not
more than 50%, of each participant's regular investment to the Plan
not to exceed 6% of the participant compensation. All employer
contributions are invested in the Company Security Fund. The
discretionary percentage of Sponsor contributions above 10% for each
year of operation of the Plan shall be determined by the Board of
Directors of the Sponsor. The Sponsor's contribution will be made
each pay period at a rate of 10% of the participant's regular
investment. Any amount of the Sponsor's contribution greater than 10%
of the participant's regular investment as determined by the Board of
Directors will be paid not later than the time prescribed by law for
filing the Sponsor's federal income tax return for the applicable
taxable year, including extensions for such filing.
F-5
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
-----------
(Thousands of Dollars)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Participant Accounts
Each participant's account is credited with the participant's
contributions and allocations of (a) the Sponsor's contributions, (b)
plan earnings, and (c) administrative expenses. Allocation of plan
earnings is done on a daily basis and is based on each fund's daily
earning percentage (fund earnings divided by fund market value) times
the participant's accumulated investments and earnings to date in the
fund. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's vested account.
Vesting
Participants vest immediately in their contributions plus actual
earnings thereon and the Sponsor contributions and earnings thereon.
Investment Options
The Plan provides for the following separate investment fund choices
to participants: the Stock Fund, Company Security Fund, Bond Fund and
Cash Fund. All participant contributions and earnings thereon are
participant-directed. Upon enrollment in the Plan, a participant may
direct employee contributions in 1 percent increments in any of the
four funds. A participant may change investment options or elect to
transfer employee contributions on a daily basis. Sponsor
contributions and earnings thereon may not be transferred from the
Company Security Fund to other investment funds. As of June 30, 2000,
there were 4,444 employees and former employees participating in this
Plan. The number of participants under each investment fund at June
30, 2000, is as follows:
Stock Fund 3,648 Bond Fund 717
Company Security Fund 4,420 Cash Fund 450
F-6
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
-----------
(Thousands of Dollars)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Investment Options (continued)
Stock Fund
The Stock Fund, including earnings thereon, shall be invested in any
common stock(s), common stock fund(s), or any security convertible
into common stock as the Sponsor's Employee Benefit Plans Investment
Committee ("EBPIC") may deem advisable from time to time, but which
shall not include shares of stock or other securities of the Sponsor
or any of its subsidiaries or affiliates. The investment manager will
make purchases of such securities in the open market at prices
prevailing in such market on the day of purchase. Short-term
obligations of the U.S. Government or other investments of a
short-term nature may be purchased and held pending the selection and
purchase of suitable securities. Substantially all of the Stock Fund
investments were in the "Barclays Global Investors, N.A. ("BGI") U.S.
Equity Market Fund" at June 30, 2000 and 1999, which is a common
collective trust fund. As there is no market quotation available, the
fair value of the Stock Fund investments is based on the unit market
value established by the investment manager. This unit value is
calculated by dividing the net assets of the applicable Market Fund,
stated at quoted market values, by the units outstanding.
Company Security Fund
It is explicitly provided and intended that the Company Security Fund
be invested in qualified Agway, Inc. securities. These qualified
Agway, Inc. securities include cumulative preferred stock and Agway
Financial Corporation ("AFC") subordinated money market certificates
and debentures. However, if at any time when the Trustee has funds
available for such investment and such prescribed securities are not
available for purchase from the Sponsor, the Trustee is authorized to
hold such funds in an interest bearing account, or to invest such
funds in one or more securities of other corporations, as instructed
by EBPIC, which are comparable to the prescribed securities of the
Sponsor. Securities of Agway, Inc. and AFC will be purchased from the
Sponsor at par value or principal amount, since the market value of
such securities is maintained as such by the Sponsor as a result of
its practice of repurchasing outstanding securities at par whenever
holders thereof elect to tender them for redemption prior to
maturity. The Company is under no obligation to repurchase such debt
when so presented and may stop or suspend this repurchase practice at
any time.
F-7
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
-----------
(Thousands of Dollars)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Investment Options (continued)
Bond Fund
The Bond Fund is invested primarily in bonds of U.S. Government and
investment grade bonds of industrial, financial and utility
corporations. "Investment Grade" is a term for securities of high
quality that are rated BAA or better by Moody's Investor Service and
BBB or better by Standard & Poor's Corporation. Substantially all of
the Bond Fund investments were in the BGI "Government/Corporate Bond
Index Fund" at June 30, 2000 and 1999, which is a common collective
trust fund. As there is no market quotation available, fair value of
the Bond Fund investments is based on the unit market value
established by the investment manager. This unit value is calculated
by dividing the net assets of the Bond Index Fund, stated at quoted
market value, by the units outstanding.
Cash Fund
The Cash Fund investment objective is to preserve capital and earn a
competitive day-to-day interest rate. It invests in high quality,
short-term money market instruments whose maturities normally will
not exceed one year and are, on average, less than three months.
Investments may be made in U.S. Treasury or agency obligations;
obligations issued by financial, industrial, public utility, or other
companies; bankers' acceptances, bank certificates of deposit or time
deposits; commercial paper; and other similar obligations. The
majority of investments of the Cash Fund were in the BGI "Money
Market Fund" at June 30, 2000 and 1999, which is a common collective
trust fund.
Loans to Participants
The Plan also includes various terms and conditions under which a
participating employee can obtain loans from the Plan. Participants
may borrow up to 50% of their vested account balance. Participant
loans must be no less than $500 and no greater than $50,000. Loan
transactions are treated as a transfer to (from) the investment funds
and from (to) the participant loan fund. Loan terms range from 1 to 5
years or up to 20 years for the purchase of a primary residence. The
loans are secured by the balance in the participant's account and
bear interest at a rate of 1 percent over prime. Principal and
interest are paid ratably through payroll deductions.
F-8
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
-----------
(Thousands of Dollars)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Payment of Benefits
On termination of service due to death, disability or retirement, a
participant may elect, in most circumstances, to receive either a
lump-sum amount equal to the value of the participant's vested
interest in his or her account, and either monthly or annual
installments over periods ranging from 5 to 20 years. For termination
of service due to other reasons, a participant can only receive the
value of the vested interest in his or her account as a lump- sum
distribution.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan are prepared under the accrual
basis of accounting in conformity with accounting principles
generally accepted in the United States of America. The accounting
principles and practices which affect the more significant elements
of the financial statements are:
Investment Valuation
Agway, Inc. preferred stock and AFC subordinated money market
certificates and debentures are valued at par, which approximates
fair value, since it has been the Sponsor's practice to repurchase
outstanding securities at par whenever holders thereof elect to
tender them for redemption prior to maturity. The Company is under no
obligation to repurchase such debt when so presented and may stop or
suspend this repurchase practice at any time. All Agway, Inc.
securities are also purchased at par. All other Plan investments are
held in bank commingled trust funds ("common collective trust
funds"), shares of which are valued at the net asset value of shares
held by the Plan at year-end as determined by the investment manager.
Purchases and sales of securities are recorded on a trade-date basis.
Participant loans are valued at cost.
Income Recognition
Interest income from investments is recognized as earned. Dividends
are recorded on the ex- dividend date. The Plan presents in the
statement of changes in net assets the net appreciation in interest
in common collective trust funds which consists of current year
realized and unrealized gains or losses.
Trustee Fees, Administrative and Other Expenses
Trustee fees, administrative expenses and all other expenses are
recognized in the period incurred. The Plan incurred approximately
$326 in 2000 and $385 in 1999 in administrative expenses paid to the
Plan Sponsor during the year.
F-9
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
-----------
(Thousands of Dollars)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and
liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options in any combination
of three common collective trust funds (stock, bond or cash) or
Company securities. Investment securities are exposed to various
risks, such as interest rate, market and credit. Due to the level of
risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities,
it is at least reasonably possible that changes in risks in the near
term would materially affect participants' account balances and the
amounts reported in the statement of net assets available for
benefits and the statement of changes in net assets available for
benefits.
F-10
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
-----------
(Thousands of Dollars)
3. INVESTMENTS
The Plan's investments are held by a bank-administered trust fund.
The following table presents the fair value of investments as
determined by estimated market price. Investments that represent 5
percent or more of the Plan's net assets are listed separately.
<TABLE>
<CAPTION>
INVESTMENTS AT ESTIMATED FAIR VALUE
2000 1999
--------------- --------------
<S> <C> <C>
Stock Fund:
BGI U.S. Equity Market Fund $ 84,311 $ 79,991
Company Security Fund:
Agway, Inc., Preferred Securities:
8% cumulative preferred stock - Series B 19,942 19,942
7% cumulative preferred stock - Series C 457 3,157
--------------- --------------
20,399 23,099
AFC Subordinated Money Market Certificates 30,006 26,795
AFC Subordinated Debentures 0 1,580
Bond Fund:
BGI Government/Corporate Bond Index Fund 2,735 3,409
Collective Cash Investment Funds 3,905 3,065
Loans to participants 1,842 1,322
--------------- --------------
TOTAL INVESTMENTS AT FAIR VALUE $ 143,198 $ 139,261
=============== ==============
</TABLE>
During 2000 and 1999, the Plan's interest in common collective trust
funds (including gains and losses on investments bought and sold, as
well as held during the year) increased in value for the Plan years
ended June 30 as follows:
<TABLE>
<CAPTION>
NET APPRECIATION IN INTEREST IN COMMON 2000 1999
--------------- ---------------
COLLECTIVE TRUST FUNDS:
<S> <C> <C>
BGI U.S. Equity Market Fund $ 8,169 $ 13,485
BGI Government/Corporate Bond Index Fund 124 88
--------------- ---------------
Total $ 8,293 $ 13,573
=============== ===============
</TABLE>
F-11
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
-----------
(Thousands of Dollars)
4. PLAN TRUSTEE
The cash and investments of the Plan are held by Boston Safe Deposit
and Trust Company (the "Trustee") under a trust agreement dated April
1, 1995. In general, the duties of the Trustee include: (1) holding
assets and collecting income therefrom; (2) investing the assets of
the Plan as directed by EBPIC or the appointed investment manager;
(3) selling or exchanging the assets of the Plan; and (4) paying
benefits to participants in the Plan on the written order of the
Employee Benefit Plans Administration Committee ("EBPAC"), which is
appointed by the Board of Directors of the Sponsor. The investment of
assets in the Stock Fund, Bond Fund and Cash Fund are directed by an
investment manager, Barclays Global Investors, N.A., San Francisco,
California.
5. PLAN TERMINATION
The Sponsor may amend or terminate the Plan. Although the Sponsor has
not expressed any intent to do so, in the event the Plan is
terminated or employer contributions are discontinued, all of the
assets of the Plan shall be used for the benefit of participants and
beneficiaries under the Plan.
6. FEDERAL INCOME TAX STATUS
A favorable determination letter dated April 17, 2000, was issued by
the IRS on behalf of the Plan which stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
IRC. The Plan has been amended since receiving the determination
letter. However, the plan administrator believes that the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the IRC. Accordingly, no provision for
income taxes has been included in the Plan's financial statements.
F-12
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
-----------
(Thousands of Dollars)
7. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS
<TABLE>
<CAPTION>
June 30, 2000
-------------
Participant Non-Participant
Directed Funds Directed Total
------------------ ---------------- ---------------
<S> <C> <C> <C>
Investments $ 126,995 $ 16,546 $ 143,541
Accrued income 1,394 636 2,030
Contributions receivable, employer 0 1,049 1,049
------------------ ---------------- ---------------
TOTAL ASSETS 128,389 18,231 146,620
Accrued liabilities (126) (5) (131)
------------------ ---------------- ---------------
NET ASSETS
AVAILABLE
FOR BENEFITS $ 128,263 $ 18,226 $ 146,489
================== ================ ===============
<CAPTION>
June 30, 1999
-------------
Participant Non-Participant
Directed Funds Directed Total
------------------ ---------------- ----------------
<S> <C> <C> <C>
Investments $ 122,995 $ 16,266 $ 139,261
Accrued income 1,452 640 2,092
Contributions receivable, employer 0 1,005 1,005
------------------ ---------------- ----------------
TOTAL ASSETS 124,447 17,911 142,358
Accrued liabilities (174) (9) (183)
------------------ ---------------- ----------------
NET ASSETS
AVAILABLE
FOR BENEFITS $ 124,273 $ 17,902 $ 142,175
================== ================ ================
</TABLE>
F-13
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
-----------
(Thousands of Dollars)
8. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT
PROGRAMS
<TABLE>
<CAPTION>
For the Year Ended June 30, 2000
--------------------------------
Participant Non-Participant
Directed Funds Directed Total
-------------- ---------------- ----------------
<S> <C> <C> <C>
Net increase of interest in collective
investment funds $ 8,451 $ 0 $ 8,451
Interest income 1,860 822 2,682
Dividend income 1,186 564 1,750
-------------- ---------------- ---------------
11,497 1,386 12,883
-------------- ---------------- ---------------
Contributions:
Participants 7,930 0 7,930
Agway Inc. 0 1,575 1,575
-------------- ---------------- ---------------
7,930 1,575 9,505
-------------- ---------------- ---------------
Total additions 19,427 2,961 22.388
-------------- ---------------- ---------------
Deductions
Benefit payments to participants 14,645 2,819 17,464
Administrative expenses 546 64 610
-------------- ---------------- ---------------
Total deductions 15,191 2,883 18,074
-------------- ---------------- ---------------
Net increase 4,236 78 4,314
Net assets available for benefits,
beginning of year 124,849 17,326 142,175
-------------- ---------------- ---------------
Net assets available for benefits,
end of year $ 129,085 $ 17,404 $ 146,489
============== ================ ===============
</TABLE>
F-14
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
-----------
(Thousands of Dollars)
8. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT
PROGRAMS
<TABLE>
<CAPTION>
For the Year Ended June 30, 1999
--------------------------------
Participant Non-Participant
Directed Funds Directed Total
--------------- ----------------- ---------------
<S> <C> <C> <C>
Net increase of interest in collective
investment funds $ 13,679 $ 0 $ 13,679
Interest income 1,727 722 2,449
Dividend income 1,293 581 1,874
--------------- ----------------- ---------------
16,699 1,303 18,002
--------------- ----------------- ---------------
Contributions:
Participants 9,371 0 9,371
Agway Inc. 0 1,498 1,498
--------------- ----------------- ---------------
9,371 1,498 10,869
--------------- ----------------- ---------------
Total additions 26,070 2,801 28.871
--------------- ----------------- ---------------
Deductions
Benefit payments to participants 14,230 2,063 16,293
Administrative expenses 421 60 481
--------------- ----------------- ---------------
Total deductions 14,651 2,123 16,774
--------------- ----------------- ---------------
Net increase 11,419 678 12,097
Net assets available for benefits,
beginning of year 113,430 16,648 130,078
--------------- ----------------- ---------------
Net assets available for benefits,
end of year $ 124,849 $ 17,326 $ 142,175
=============== ================= ===============
</TABLE>
F-15
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
-----------
(Thousands of Dollars)
9. SUBSEQUENT EVENT - PLAN AMENDMENT
The Plan was amended with an effective date of July 1, 2000. The
following items represent changes to the Plan as a result of the
amendments. In addition, other miscellaneous items were amended as
part of this change.
- The name of the Plan shall be changed to the "Agway, Inc. Employees'
401(k) Thrift Investment Plan."
- The investment options have been expanded from 4 to 8 by adding the
following new options:
- Aggressive Growth Multi-Asset Fund
- Conservative Growth Multi-Asset Fund
- International Stock Fund
- U.S. Small Cap Stock Fund
- The Stock Fund investment option shall be changed to the "U.S. Broad
Market Stock Fund."
- Participants may be allowed a maximum of two "general purpose loans"
and one "home loan" outstanding at any time. Previously only one
general purpose and one home loan could be outstanding at any time.
F-16
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
SCHEDULE H, FORM IV, LINE (i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of June 30, 2000
(Thousands of Dollars)
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
------- ------ ------ ------
Balance Held at
Close of Period
(Number of Shares Market Value
Name of Issuer or Principal Amount Cost of of Each Item at
and Title of Issue of Bonds and Notes) Each Item Close of Period
------------------------------- ------------------- --------------- ---------------
<S> <C> <C> <C>
Stock Fund:
BGI U.S. Equity Market Fund 2,572,038 $ 68,960 $ 84,311
Company Security Fund:
Agway, Inc.:
8% cumulative preferred
stock - Series B 199,420 19,942 19,942
7% cumulative preferred
stock - Series C 4,570 457 457
Agway Financial Corporation:
8% subordinated money
market certificates,
due October 31, 2006 $ 7,782 7,782 7,782
9% subordinated money
market certificates,
due October 31, 2000 3,531 3,531 3,531
8% subordinated money
market certificates,
due October 31, 2002 2,438 2,438 2,438
7-1/2% subordinated money
market certificates,
due October 31, 2002 2,077 2,077 2,077
8-1/2% subordinated money
market certificates,
due October 31, 2001 3,951 3,951 3,951
7-1/2% subordinated money
market certificates
due October 1, 2014 3,000 3,000 3,000
8-1/2% subordinated money
market certificates,
due October 31, 2003 5,359 5,359 5,359
8% subordinated money
market certificates,
due October 31, 2005 1,868 1,868 1,868
--------------- ---------------
Total Company Security Fund $ 50,405 $ 50,405
--------------- ---------------
</TABLE>
S-1.1
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
SCHEDULE H, FORM IV, LINE (i)- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
Continued
as of June 30, 2000
(Thousands of Dollars)
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
------- ------ ------ ------
Balance Held at
Close of Period
(Number of Shares Market Value
Name of Issuer or Principal Amount Cost of of Each Item at
and Title of Issue of Bonds and Notes) Each Item Close of Period
------------------------------- ------------------- --------------- ---------------
<S> <C> <C> <C>
Bond Fund
BGI Government/Corporate
Bond Index Fund 229,037 $ 2,636 $ 2,735
Cash Fund:
WFB Money Market Fund $ 2,825 2,825 2,825
TBC Inc. Pooled Employee Funds 1,080 1,080 1,080
---------------- ----------------
3,905 3,905
Loans to Participants:
Participant Notes $ 1,842 1,842 1,842
---------------- ----------------
TOTAL INVESTMENTS $ 127,748 $ 143,198
================ ================
</TABLE>
S-1.2
<PAGE>
AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
SCHEDULE H, FORM IV, LINE (j) - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended June 30, 2000
(Thousands of Dollars)
<TABLE>
<CAPTION>
Current Value
of Investment
Purchase Selling on Transaction Net
Price Price Date Gain(Loss)
---------------- --------------- ----------------- ------------
<S> <C> <C> <C> <C>
SINGLE SECURITY TRANSACTIONS IN
EXCESS OF 5% OF MARKET VALUE None
SERIES OF SECURITY TRANSACTIONS
IN EXCESS OF 5% OF MARKET VALUE
7.5% subordinated money market
certificates $ 10,900 $ 0 $ 10,900 $ 0
7.5% subordinated money market
certificates 0 7,900 7,900 0
TBC Inc. Pooled Employee Fund 32,306 0 32,306 0
TBC Inc. Pooled Employee Fund 0 32,318 32,318 0
BGI US Equity Market Fund 6,777 0 6,777 0
BGI US Equity Market Fund 0 10,617 9,184 1,433
</TABLE>
S-2.1
