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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 18, 1997
Penford Corporation
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(Exact Name of Registrant as Specified in Charter)
Washington
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(State or Other Jurisdiction of Incorporation)
0-11488 91-1221360
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(Commission File Number) (IRS Employer Identification No.)
777-108th Avenue N.E., Suite 2390
Bellevue, Washington 98004-5193
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (425) 462-6000
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PENWEST, LTD.
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On December 18, 1997, the Registrant issued a press release
announcing that the initial public offering of its subsidiary, Penwest
Pharmaceuticals Co., has been postponed due to market conditions for new issues
in general as well as for health care and technology stocks in particular.
The postponement is related solely to market conditions and the
Registrant intends to go forward with the offering as soon as practicable after
market conditions improve. The postponement may cause the planned spin-off of
Penwest Pharmaceuticals Co. to be delayed beyond the second quarter of calendar
1998.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(C) EXHIBITS
99.1 Press release dated December 18, 1997
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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.
PENFORD CORPORATION
December 18, 1997 By /s/ Jeffrey T. Cook
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Date Jeffrey T. Cook
Vice President, Finance and
Chief Financial Officer
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Contact: Jeffrey T. Cook Lissa Perlman
Penford Corporation Roanne Kulakoff
425-462-6000 Kekst and Company
212-521-4800
FOR IMMEDIATE RELEASE
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PENWEST PHARMACEUTICALS CO. POSTPONES INITIAL PUBLIC OFFERING
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Bellevue, WA, December 18, 1997 - Penford Corporation (NASDAQ: PENX) today
announced that the initial public offering of its subsidiary, Penwest
Pharmaceuticals Co., has been postponed due to market conditions for new issues
in general as well as for health care and technology stocks in particular.
The company said the postponement is related solely to market conditions and
that it intends to go forward with the offering as soon as practicable after
market conditions improve. The postponement may cause the planned spin-off of
Penwest Pharmaceuticals Co. to be delayed beyond the second quarter of
calendar 1998.
Penford Corporation develops, manufactures and markets specialty
carbohydrate-based chemicals for papermaking and specialty food ingredients
through its Penford Products Co. and Penford Food Ingredients Co. subsidiaries.
Its Penwest Pharmaceuticals Co. subsidiary is engaged in the research,
development and commercialization of novel drug delivery technologies and is an
established manufacturer and distributor of excipients to the pharmaceutical
and nutritional industries.
This press release contains forward-looking statements concerning the
completion of the proposed public offering and spin-off of Penwest
Pharmaceuticals Co. There are a variety of factors which could cause actual
events to differ materially from those projected in the forward-looking
statements, including without limitation, the risks that the public offering or
spin-off may not be completed as the result of future developments in
Penford Corporation's or Penwest Pharmeceuticals Co.'s business or conditions
in the securities markets, failure to obtain neccessary government rulings or
approvals or third party consents or agreements or other unforeseen
developments. Accordingly, there can be no assurance that the public offering
will be completed as described in the forward-looking statements.
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