UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) July 1, 1998
TELMARK LLC
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(Exact name of registrant as specified in its charter)
New York 33-70732 16-1551523
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
333 Butternut Drive, DeWitt, New York 13214
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (315) 449-7935
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ITEM 5. - OTHER EVENTS
On July 1, Telmark Inc. merged into Telmark LLC. The purpose of the merger was
to change the company's legal form of doing business from a New York corporation
to a Delaware limited liability company.
Telmark Inc. was a wholly owned indirect subsidiary of Agway Inc. ("Agway").
Telmark LLC is also a wholly owned indirect subsidiary of Agway, and prior to
the merger had no significant assets or liabilities. As part of the merger,
Telmark LLC assumed all of the assets and liabilities of Telmark Inc. The change
in form is part of a restructuring of Agway intended to increase the overall
profitability of Agway and its subsidiaries resulting in improved cash flow.
The liabilities assumed by Telmark LLC include the debentures sold to the public
by Telmark Inc. pursuant to registration statements filed with the Securities
and Exchange Commission (Registration Nos. 33-84442 and 333-11205) and issued
pursuant to the Indenture dated as of September 30, 1993 as amended, (the
"Indenture"). The Indenture has been amended by a Supplemental Indenture dated
July 1, 1998 to reflect the change of the issuer from Telmark Inc. to Telmark
LLC. Previously, the Indenture had been amended to permit successors of Telmark
Inc. to be both corporations and limited liability companies. Offerings of
debentures to be issued under the Indenture by Telmark LLC will be separately
registered with the Securities and Exchange Commission.
Telmark LLC will continue to be a separate legal entity. Inter-company charges
between Telmark and Agway and Agway affiliates will not be impacted by the
business restructuring. The new structure will have no effect on Telmark's
operations, profitability, or cash flow.
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ITEM 7. - EXHIBITS
4 - Instrument defining the rights of security holders, including
Indentures
4(a) Supplemental Indenture dated June 30, 1998 between
Telmark Inc. and Manufacturers and Traders Trust
Company.
4(b) Supplemental Indenture dated July 1, 1998 between
Telmark Inc., Telmark LLC and Manufacturers and
Traders Trust Company.
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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.
TELMARK LLC
(Registrant)
Date July 6, 1998 By /s/ PETER J. O'NEILL
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Peter J. O'Neill
Treasurer and Chairman of the Board
and Director
(Principal Financial Officer and
Chief Accounting Officer)
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SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE dated as of June 30, 1998, between TELMARK,
INC., a New York corporation (the "Company") and MANUFACTURERS AND TRADERS TRUST
COMPANY, a New York banking corporation, as successor by merger to OnBank &
Trust Company, (the "Trustee").
Background
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1. The Company and the Trustee are parties to an Indenture dated as of
September 30, 1993 (the "Indenture") relating to certain Subordinated Debentures
of the Company (the "Debentures").
2. The Company and the Trustee wish to amend the Indenture pursuant to
Section 9.01 thereof.
Each party agrees as follows for the benefit of the other party and to
the equal and ratable benefit of the holders of the Debentures:
Section 1. Section 5.01 of the Indenture is hereby amended by deleting
such section in its entirety and substituting the following new section 5.01:
Section 5.01. When Company May Merge, etc. The Company shall not
consolidate or merge into, or transfer or lease all or substantially
all of its assets to any person unless:
(1) the person is a corporation or a limited liability
company, in either case organized and existing under the laws
of the United States or any state thereof;
(2) the person assumes by supplemental indenture of the
Company under the Debentures and this Indenture; and
(3) immediately after the transaction no Default exists.
The surviving, transferee or lessee corporation shall be the successor
Company but the predecessor Company in the case of a transfer or lease
shall not be released from the obligation to pay the principal of and
interest on the Debentures.
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Section 2. The Trustee's address stated in Section 11.10 of the
Indenture is amended to read as follows:
Manufacturers and Traders Trust Company
Corporate Trust and Investment Services
7th Floor
One M&T Plaza
Buffalo, New York 14240
SIGNATURES:
Dated: June 30, 1998 TELMARK INC.
By: /s/DANIEL J. EDINGER
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Daniel J. Edinger, President
Attest:
/s/KIPP R. WEAVER
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Kipp R. Weaver, Assistant Secretary
Dated: June 30, 1998 MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/RUSSELL T. WHITLEY
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Russell T. Whitley, Assistant Vice President
Attest:
/s/STEVEN J. WATTIE
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Steven J. Wattie, Trust Officer
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SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE dated as of July 1, 1998, between TELMARK INC.,
a New York corporation (the "Company"), TELMARK LLC, a Delaware limited
liability company (the "Successor Company") and MANUFACTURERS AND TRADERS TRUST
COMPANY, a New York banking corporation, as successor by merger to OnBank &
Trust Company (the "Trustee").
Background
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1. The Company and the Trustee are parties to an Indenture dated as of
September 30, 1993 (the "Indenture") and a Supplemental Indenture dated as of
June 30, 1998 (the "First Supplemental Indenture") relating to certain
Subordinated Debentures of issued by the Company (the "Debentures").
2. Section 5.01 of the Indenture, as amended by the First Supplemental
Indenture, provides that the Company shall not consolidate or merge into, or
transfer or lease all or substantially all of its assets to any person unless:
(1) the person is a corporation or a limited liability
company in either case organized and existing under the
laws of the United States or any state thereof;
(2) the person assumes by supplemental indenture of the
Company under the Debentures and this Indenture; and
(3) immediately after the transaction no Default exists.
3. The Company and the Successor Company have entered into an agreement
pursuant to which the Company will be merged with and into the Successor
Company, with the Successor Company being the surviving entity.
4. In accordance with Section 5.01(3) of the Indenture, as amended by
the First Supplemental Indenture, the Successor Company intends by this
Supplemental Indenture to assume all of the obligations of the Company under the
Debentures and the Indenture.
Each party agrees as follows for the benefit of the other party and to
the equal and ratable benefit of the holders of the Debentures:
Section 1. The Successor Company hereby assumes all the obligations of
the Company under the Debentures and the Indenture.
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Section 2. The form of Debenture attached to the Indenture as Exhibit A
is amended to substitute "Telmark LLC" for "Telmark Inc." wherever such words
appear therein. Each reference to the Company in the Indenture and the
Debentures shall be deemed to refer to the Successor Company, as successor by
merger to the Company.
SIGNATURES:
Dated: July 1, 1998 TELMARK INC.
By: /s/DANIEL J. EDINGER
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Daniel J. Edinger, President
Attest:
/s/KIPP R. WEAVER
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Kipp R. Weaver, Assistant Secretary
Dated: July 1, 1998 TELMARK LLC
By: /s/DANIEL J. EDINGER
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Daniel J. Edinger, President
Attest:
/s/KIPP R. WEAVER
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Kipp R. Weaver, Assistant Secretary
Dated: July 1, 1998 MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/RUSSELL T. WHITLEY
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Russell T. Whitley, Assistant Vice President
Attest:
/s/STEVEN J. WATTIE
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Steven J. Wattie, Trust Officer
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