-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OjWAKp8ZgV656U1XkJ9duRucDPbHOrHZCQDk8wOJhzeZqNnlDjHGXTm1LSl5eZJ/ pF19Q/yGw8wdphRB+leoQg== 0000002852-01-500065.txt : 20020413 0000002852-01-500065.hdr.sgml : 20020413 ACCESSION NUMBER: 0000002852-01-500065 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20011221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGWAY INC CENTRAL INDEX KEY: 0000002852 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 150277720 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-22791 FILM NUMBER: 1820417 BUSINESS ADDRESS: STREET 1: 333 BUTTERNUT DR CITY: DEWITT STATE: NY ZIP: 13214 BUSINESS PHONE: 3154496431 11-K 1 dec11k1201.txt THRIFT PLAN DEC 2001 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, 2001 AGWAY, INC. EMPLOYEES' 401(K) 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) AGWAY, INC. EMPLOYEES' 401(k) THRIFT INVESTMENT PLAN Report on Audited Financial Statements for the year ended June 30, 2001 ----------------------------------------------------------------------- AGWAY, INC. EMPLOYEES' 401(k) THRIFT INVESTMENT PLAN JUNE 30, 2001 AND 2000 -----------------------------------------------------------------------
INDEX Report of Independent Accountants............................................... F-2 Financial Statements: Statements of Net Assets Available for Benefits as of June 30, 2001 and 2000.................................. F-3 Statements of Changes in Net Assets Available for Benefits for the years ended June 30, 2001 and 2000.................... 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, 2001................... S-1.1 and S-1.2 Schedule H, Form IV, Line (j). Schedule of Reportable Transactions for the year ended June 30, 2001.............................. S-2.1
F-1 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' 401(k) THRIFT INVESTMENT PLAN (the "Plan") at June 30, 2001 and 2000, 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 our opinion. Our audits were conducted 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 supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits 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. Syracuse, New York December 6, 2001 F-2 AGWAY, INC. EMPLOYEES' 401(k) THRIFT INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS June 30, 2001 and 2000 ----------- (Thousands of Dollars)
ASSETS 2001 2000 ---------- --------- BGI U.S. Equity Market Fund $ 62,464 $ 84,311 Agway, Inc. Subordinated Money Market Certificates 30,113 30,006 Agway, Inc., Preferred Securities 20,399 20,399 Collective Cash Investment Funds 4,298 3,905 BGI Government/Credit Bond Index Fund 4,272 2,735 Vanguard Star Fund - Conservative Growth Portfolio 930 0 Vanguard Star Fund - Aggressive Growth Portfolio 643 0 BGI Russell 2000 Equity Index Fund 589 0 BGI EAFE Equity Index Fund 267 0 Loans to participants 2,147 1,842 ---------- ---------- TOTAL INVESTMENTS 126,122 143,198 Cash - Clearing Account 0 343 Accrued income 2,556 2,030 Contributions receivable, employer 1,127 1,049 ---------- ---------- TOTAL ASSETS 129,805 146,620 Accrued Liabilities 322 131 ---------- ---------- TOTAL LIABILITIES 322 131 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $ 129,483 $ 146,489 ========== ==========
The accompanying notes are an integral part of the financial statements. F-3 AGWAY, INC. EMPLOYEES' 401(k) THRIFT INVESTMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the years ended June 30, 2001 and 2000 ----------- (Thousands of Dollars)
2001 2000 ----------- ---------- Net (decrease) increase of interest in common collective trust and mutual funds $ (11,288) $ 8,451 Interest income 2,776 2,682 Dividend income 1,627 1,750 ----------- ---------- Total investment (loss) income (6,885) 12,883 ----------- ---------- Contributions: Participants 8,388 7,930 Agway, Inc. 1,678 1,575 ----------- ---------- Total contributions 10,066 9,505 ----------- ---------- Total additions 3,181 22,388 ----------- ---------- Deductions: Benefit payments to participants 19,486 17,464 Trustee fees, administrative and other expenses 701 610 ----------- ---------- Total deductions 20,187 18,074 ----------- ---------- Net (reductions) additions (17,006) 4,314 Net assets available for benefits: Beginning of year 146,489 142,175 ----------- ---------- Net assets available for benefits: End of year $ 129,483 $ 146,489 =========== ==========
The accompanying notes are an integral part of the financial statements. F-4 AGWAY, INC. EMPLOYEES' 401(k) THRIFT INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS ----------- (Thousands of Dollars) 1. DESCRIPTION OF THE PLAN The following brief description of the Agway, Inc. Employees' 401(k) 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"). Reclassifications Certain reclassifications have been made to conform prior year financial statements with the current year presentation. 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 contributes to the plan an amount equal to at least 10%, but not more than 50%, of each participant's regular investment. By definition, "regular investment" is limited to 6% of annual 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 is determined by the Board of Directors of the Sponsor. The Sponsor's contribution is 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 F-5 AGWAY, INC. EMPLOYEES' 401(k) THRIFT INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS ----------- (Thousands of Dollars) 1. DESCRIPTION OF THE PLAN (CONTINUED) Contributions (continued) determined by the Board of Directors) is paid no 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. 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) multiplied by 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 Effective July 1, 2000, the Plan increased its investment fund choices from four to eight. The Plan provides for the following separate investment fund choices to participants: the U.S. Broad Market Stock Fund, Company Security Fund, Bond Fund, Cash Fund, Conservative Growth Multi-Asset Fund, Aggressive Growth Multi-Asset Fund, International Stock Fund, and U.S. Small Cap Stock 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 eight 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, 2001, there were 4,008 employees and former employees participating in this Plan. The number of participants under each investment fund at June 30, 2001, is as follows: Conservative Growth MAF 147 Company Security Fund 3,987 Aggressive Growth MAF 202 U.S. Broad Market Stock Fund 3,186 Cash Fund 472 U.S. Small Cap Stock Fund 162 Bond Fund 798 International Stock Fund 106 F-6 AGWAY, INC. EMPLOYEES' 401(k) THRIFT INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS ----------- (Thousands of Dollars) 1. DESCRIPTION OF THE PLAN (CONTINUED) Investment Options (continued) U.S. Broad Market Stock Fund (formerly "Stock Fund") The assets of the U.S. Broad Market Stock Fund, including earnings thereon, are invested in any common stock(s), common stock fund(s), or any security convertible into common stock issued by U.S. companies, or other types of domestic equity investments, as the Sponsor's Employee Benefit Plans Investment Committee ("EBPIC") may deem advisable from time to time, but which may not include shares of stock or other securities of the Sponsor or any of its subsidiaries or affiliates. The investment manager makes 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 Fund's investments were in the "Barclays Global Investors, N.A. ("BGI") U.S. Equity Market Fund" at June 30, 2001 and 2000, which is a common collective trust fund. As there is no market quotation available, the fair value of the U.S. Broad Market 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, Inc. 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. are purchased from the Sponsor at par value or principal amount. While there is no trading market for the sponsor's securities, the sponsor has historically repurchased outstanding securities at par whenever holders thereof have tendered them for redemption prior to maturity. The Company is under no obligation to repurchase such debt prior to its maturity or preferred stock when so presented and may stop or suspend this practice at any time or may be required to stop or suspend such practice if it does not meet the conditions of its Credit Agreement with lenders. F-7 AGWAY, INC. EMPLOYEES' 401(k) 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/Credit Bond Index Fund" at June 30, 2001 and 2000, 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, 2001 and 2000, which is a common collective trust fund. Aggressive Growth Multi-Asset Fund The Aggressive Growth Multi-Asset Fund investment objective is to achieve long-term growth of capital and income. This fund does not buy securities directly; instead, it invests in a domestic stock fund, an international stock fund, a bond fund, and an asset allocation fund. The fund gives exposure to a broad group of U.S. and foreign stocks and various types of bonds. Substantially all of the fund's investments were in the "Vanguard LifeStrategy Growth Fund" at June 30, 2001, which is a mutual fund. This fund was added as an investment option at July 1, 2000. F-8 AGWAY, INC. EMPLOYEES' 401(k) THRIFT INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS ----------- (Thousands of Dollars) 1. DESCRIPTION OF THE PLAN (CONTINUED) Investment Options (continued) Conservative Growth Multi-Asset Fund The Conservative Growth Multi-Asset Fund investment objective is to seek a high level of income and moderate long-term growth of capital and income. The fund does not buy securities directly; instead, it invests in a domestic stock fund, an international stock fund, two bond funds, and an asset allocation fund. This fund gives exposure to a broad group of U.S. and foreign stocks and various types of bonds. Substantially all of the fund's investments were in the "Vanguard LifeStrategy Conservative Growth Fund" at June 30, 2001, which is a mutual fund. This fund was added as an investment option at July 1, 2000. International Stock Fund The International Stock Fund is intended for long-term investors seeking to capture high returns and diversification by investing in a broad range of foreign stocks. Substantially all of the fund's investments were in the "BGI EAFE Equity Index International Stock Fund" at June 30, 2001, which is a common collective trust fund. This fund was added as an investment option at July 1, 2000. U.S. Small Cap Stock Fund The U.S. Small Cap Stock fund investment objective is long-term capital appreciation from investing in smaller U.S. companies. Substantially all of the fund's investments were in the "BGI Russell 2000 Index Fund" at June 30, 2001, which is a common collective trust fund. This fund was added as an investment option at July 1, 2000. 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-9 AGWAY, INC. EMPLOYEES' 401(k) 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, or installments over periods ranging from 5 to 20 years. Those installments may be made on either a monthly or annual basis. 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 subordinated money market certificates and debentures are valued at par, which approximates fair value, since the Sponsor historically has repurchased outstanding securities at par whenever holders thereof have tendered 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 or mutual 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 and mutual 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 $76 in 2001 and $326 in 2000 in administrative expenses paid to the Plan Sponsor during the year. F-10 AGWAY, INC. EMPLOYEES' 401(k) 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 five common collective trust funds and two mutual funds (U.S. Broad Market Stock, Bond, Cash, Aggressive Growth Multi-Asset, Conservative Growth Multi-Asset, International Stock, or U.S. Small Cap Stock) or Company securities. Investment securities are exposed to various risks, such as interest rate, market and credit risk. 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-11 AGWAY, INC. EMPLOYEES' 401(k) 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.
INVESTMENTS AT ESTIMATED FAIR VALUE 2001 2000 ------------- ----------- U.S. Broad Market Stock Fund: BGI U.S. Equity Market Fund $ 62,464 $ 84,311 Company Security Fund: Agway, Inc., Preferred Securities: 8% cumulative preferred stock - Series B 19,942 19,942 7% cumulative preferred stock - Series C 457 457 ------------- ------------ 20,399 20,399 Agway; Inc.: Subordinated Money Market Certificates 30,113 30,006 Bond Fund: BGI Government/Credit Bond Index Fund 4,272 2,735 Collective Cash Investment Funds 4,298 3,905 Vanguard Star Fund-Aggressive Growth Portfolio 643 0 Vanguard Star Fund-Conservative Growth Portfolio 930 0 BGI Russell 2000 Equity Index Fund 589 0 BGI EAFE Equity Index Fund 267 0 Loans to participants 2,147 1,842 ------------- ------------ TOTAL INVESTMENTS AT FAIR VALUE $ 126,122 $ 143,198 ============= ============
F-12 AGWAY, INC. EMPLOYEES' 401(k) THRIFT INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS ----------- (Thousands of Dollars) 3. INVESTMENTS (CONTINUED) During 2001 and 2000, the Plan's interest in common collective trust and mutual funds (including gains and losses on investments bought and sold, as well as held during the year) changed in value for the Plan years ended June 30 as follows:
NET INCREASE (DECREASE) IN INTEREST IN COMMON COLLECTIVE TRUST FUNDS: 2001 2000 ------------- ------------- BGI U.S. Equity Market Fund $ (11,685) $ 8,169 BGI Government/Credit Bond Index Fund 324 124 Collective Cash Investment Funds 197 158 BGI Russell 2000 Equity Index Fund 11 0 Vanguard Star Fund - Conservative Growth Portfolio (5) 0 Vanguard Star Fund - Conservative Growth Portfolio (64) 0 BGI EAFE Equity Index Fund (66) 0 ------------- ------------- Total $ (11,288) $ 8,451 ============= =============
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. 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. F-13 AGWAY, INC. EMPLOYEES' 401(k) THRIFT INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS ----------- (Thousands of Dollars) 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. 7. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS
June 30, 2001 ------------------------------------------------------ Participant Non-Participant Directed Funds Directed Total ----------------- ---------------- ------------- Investments $ 109,421 $ 16,701 $ 126,122 Accrued income 1,868 688 2,556 Contributions receivable, employer 0 1,127 1,127 ---------------- ---------------- ------------- TOTAL ASSETS 111,289 18,516 129,805 Accrued liabilities (316) (6) (322) ---------------- ---------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS $ 110,973 $ 18,510 $ 129,483 ================ ================ ============= June 30, 2000 ------------------------------------------------------ Participant Non-Participant Directed Funds Directed Total ---------------- ---------------- ------------- Investments $ 126,995 $ 16,203 $ 143,198 Accrued income 1,394 636 2,030 Contributions receivable, employer 0 1,049 1,049 Cash - Clearing Account 0 343 343 ---------------- ---------------- ------------- TOTAL ASSETS 128,389 18,231 146,620 Accrued liabilities (126) (5) (131) ---------------- ---------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS $ 128,263 $ 18,226 $ 146,489 ================ ================ =============
F-14 AGWAY, INC. EMPLOYEES' 401(k) THRIFT INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS ----------- (Thousands of Dollars) 8. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT PROGRAMS
For the Year Ended June 30, 2001 -------------------------------------------------------------- Participant Non-Participant Directed Funds Directed Total ------------------ ------------------ ------------------ Net (decrease) increase of interest in collective investment funds $ (11,288) $ 0 $ (11,288) Interest income 1,923 853 2,776 Dividend income 1,093 534 1,627 ------------------ ------------------ ------------------ (8,272) 1,387 (6,885) ------------------ ------------------ ------------------ Contributions: Participants 8,388 0 8,388 Agway Inc. 0 1,678 1,678 ------------------ ------------------ ------------------ 8,388 1,678 10,066 ------------------ ------------------ ------------------ Total additions 116 3,065 3,181 ------------------ ------------------ ------------------ Deductions Benefit payments to participants 16,837 2,649 19,486 Administrative expenses 633 68 701 ------------------ ------------------ ------------------ Total deductions 17,470 2,717 20,187 ------------------ ------------------ ------------------ Net (decrease) increase (17,354) 348 (17,006) Net assets available for benefits, beginning of year 129,085 17,404 146,489 ------------------ ------------------ ------------------ Net assets available for benefits, end of year $ 111,731 $ 17,752 $ 129,483 ================== ================== ==================
F-15 AGWAY, INC. EMPLOYEES' 401(k) THRIFT INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS ----------- (Thousands of Dollars) 8. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT PROGRAMS
For the Year Ended June 30, 2000 -------------------------------------------------------------- Participant Non-Participant Directed Funds Directed Total ------------------ ------------------ ------------------ 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 ================== ================== ==================
9. SUBSEQUENT EVENT - PLAN AMENDMENT The Plan was amended with an effective date of July 1, 2001. The following item represent changes to the Plan as a result of the amendments. In addition, other miscellaneous items were amended as part of this change. o Employees employed at the Milford Fertilizer division of the Company shall be eligible to participate in this Plan effective as of the later of (i) the date the employee satisfies the other eligibility and participation requirements of the Plan, or (ii) July 1, 2001. F-16 AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN SCHEDULE H, FORM IV, LINE (i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES as of June 30, 2001 (Thousands of Dollars)
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 - ---------------------------------- ------------------- ----------------- --------------- U.S. Broad Market Stock Fund: BGI U.S. Equity Market Fund 2,227,683 $ 60,017 $ 62,464 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, Inc.: 9.25% subordinated money market certificates, due October 31, 2015 $ 11,000 11,000 11,000 8.00% subordinated money market certificates, due October 31, 2006 $ 8,417 8,417 8,417 8.50% subordinated money market certificates, due October 31, 2003 $ 5,824 5,824 5,824 8.00% subordinated money market certificates, due October 31, 2002 $ 2,637 2,637 2,637 7.50% subordinated money market certificates due October 1, 2002 $ 2,235 2,235 2,235 ----------------- --------------- Total Company Security Fund $ 50,512 $ 50,512 ----------------- --------------- Bond Fund BGI Government/Credit Bond Index Fund 321,400 $ 3,910 $ 4,272 Cash Fund: BGI Money Market Fund $ 3,795 $ 3,795 $ 3,795 TBC Inc. Pooled Employee Funds $ 503 503 503 ----------------- --------------- $ 4,298 $ 4,298 Conservative Growth MAF: Vanguard Star Fund Conservative Growth Portfolio 65,051 $ 970 $ 930 Aggressive Growth MAF: Vanguard Star Fund Growth Portfolio 35,138 $ 717 $ 643
S-1.1 AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN SCHEDULE H, FORM IV, LINE (i)- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, Continued as of June 30, 2001 (Thousands of Dollars)
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 - ------------------------------------ ------------------- ----------------- --------------- U.S. Small Cap Stock Fund: BGI Russell 2000 Equity Index Fund 48,370 $ 573 $ 589 International Stock Fund: BGI EAFE Equity Index Fund 15,632 $ 321 $ 267 Loans to Participants: Participant Notes $ 2,147 $ 2,147 $ 2,147 ---------------- --------------- TOTAL INVESTMENTS $ 123,465 $ 126,122 ================= ===============
S-1.2 AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN SCHEDULE H, FORM IV, LINE (j) - SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended June 30, 2001 (Thousands of Dollars)
Current Value of Investment Purchase Selling on Transaction Net Price Price Date Gain(Loss) -------------- -------------- -------------- ------------ SINGLE SECURITY TRANSACTIONS IN EXCESS OF 5% OF MARKET VALUE Agway 9.25% subordinated money market certificates $ 11,000 $ 0 $ 11,000 $ 0 SERIES OF SECURITY TRANSACTIONS IN EXCESS OF 5% OF MARKET VALUE Agway, Inc. 7.5% subordinated money market certificates $ 5,132 $ 0 $ 5,132 $ 0 Agway; Inc. 7.5% subordinated money market certificates 0 8,132 8,132 0 Agway, Inc. 8.75% subordinated money market certificates 3,855 0 3,855 0 Agway, Inc. 8.75% subordinated money market certificates 0 3,855 3,855 0 TBC Inc. Pooled Employee Fund 31,959 0 31,959 0 TBC Inc. Pooled Employee Fund 0 32,535 32,535 0 BGI US Equity Market Fund 2,615 0 2,615 0 BGI US Equity Market Fund $ 0 $ 12,773 $ 11,558 $ 1,215
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