-----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, U8AZCxXrlf249drhJN34VhCYz8Raj6Z3PKIQRuH7v4n+CM8hFXMn6zV5xHyVWJU7 c+Z0fuOfwOhcsCmS4UT6ow== 0000002852-03-000003.txt : 20030117 0000002852-03-000003.hdr.sgml : 20030117 20030117154051 ACCESSION NUMBER: 0000002852-03-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030117 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030117 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-22791 FILM NUMBER: 03517875 BUSINESS ADDRESS: STREET 1: 333 BUTTERNUT DR STREET 2: C/O AGWAY INC CITY: DEWITT STATE: NY ZIP: 13214 BUSINESS PHONE: 3154497446 MAIL ADDRESS: STREET 1: 333 BUTTERNUT DR STREET 2: C/O AGWAY INC CITY: DEWITT STATE: NY ZIP: 13214 8-K 1 ceoresignation.txt CARDARELLI RESIGNATION UNITED STATES 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) January 17, 2003 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 1 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE Agway Inc. announced today that Donald P. Cardarelli will resign as President, Chief Executive Officer and a Director of Agway Inc. effective April 1, 2003. The Company also announced that Michael R. Hopsicker, a 13-year company veteran, has been named Chief Operating Officer effective immediately and will succeed Mr. Cardarelli upon his resignation. A copy of the press release dated January 17, 2003 is attached as an exhibit to this filing and incorporated herein by reference. CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Agway is including the following cautionary statement in this Form 8-K to make applicable and take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statement made by, or on behalf of, Agway. Where any such forward-looking statement includes a statement of the assumptions or basis underlying such forward-looking statement, Agway cautions that, while it believes such assumptions or basis to be reasonable and makes them in good faith, assumed facts or basis almost always vary from actual results, and the differences between assumed facts or basis and actual results can be material, depending upon the circumstances. Certain factors that could cause actual results to differ materially from those projected have been discussed herein and include the factors set forth below. Other factors that could cause actual results to differ materially include uncertainties of economic, competitive and market decisions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Agway. Where, in any forward-looking statement, Agway, or its management, expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. The words "believe," "expect," "intend" and "anticipate" and similar expressions identify forward-looking statements. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following exhibits are filed as part of this report. No. - -- 99 Press release dated January 17, 2003 3 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 January 17, 2003 By /s/ PETER J. O'NEILL ---------------------- ------------------------------------ Peter J. O'Neill Senior Vice President Finance & Control (Principal Financial Officer and Chief Accounting Officer) (AGWAY LOGO) Contact: Stephen H. Hoefer Agway Inc., P.O. Box 4933 Syracuse, New York 13221 NEWS SERVICE Phone: Office 315.449.6474 FAX: 315.449.6281 E-Mail: shoefer@agway.com - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE AGWAY ANNOUNCES LEADERSHIP CHANGE CEO Don Cardarelli Will Assist With Leadership Transition and Step Down April 1st EVP Mike Hopsicker Named COO and Successor SYRACUSE, NY, JANUARY 17, 2003 - Agway Inc. announced today that Donald P. Cardarelli will resign as President, Chief Executive Officer and a Director of Agway Inc. effective April 1, 2003. The Company also announced that Michael R. Hopsicker, a 13-year company veteran, has been named Chief Operating Officer effective immediately and will succeed Mr. Cardarelli upon his resignation. "This was a decision that the Board and I reached after assessing our progress to date and our needs going forward," said Mr. Cardarelli, who has been CEO since 1995. "By April we expect to have completed all of the major restructuring initiatives we announced early last year, including the very important step of selling our lease financing business. Agway will then be a more focused and smaller organization. The next phase is to develop the plan for the Company's emergence from Chapter 11. That plan should be developed and carried out under leadership that is expected to be part of Agway's future." Agway Board Chairman Gary Van Slyke said that naming Mike Hopsicker to succeed Cardarelli was a unanimous decision of the Agway Board. "Mike Hopsicker has exhibited tremendous leadership capabilities and brings considerable experience as well as a successful business track record at Agway to this position. We are confident that Mike is the right person to lead us through the reorganization process and beyond," said Van Slyke. Mr. Hopsicker said, "I appreciate the confidence the Agway Board has placed in me and I welcome this opportunity. Agway's greatest strength is in its many skilled and dedicated employees. I strongly believe that our employees have the ability and determination to take the next steps that will build value for all of Agway's stakeholders." Mr. Hopsicker most recently served as Executive Vice President of Agriculture and Energy and President of Agway Energy Products. He joined Agway as a financial analyst in 1989. Over the years, Mr. Hopsicker took on a number of key assignments that have drawn on his expertise and talents in the areas of financial management, strategic planning, business restructuring and business development. Most recently, Mr. Hopsicker led the successful effort to sell the Company's Agronomy and Seedway businesses. Since 1996, Mr. Hopsicker has provided overall leadership to the Agway Energy Products team, which has taken this business to a level where profits are consistently earned each year. In addition to his new role, Mr. Hopsicker will remain President of Agway Energy Products. PAGE 2 "We are grateful to Don Cardarelli for his nearly 19 years of service to Agway and we are pleased that he has agreed to remain available to the Board and management team to facilitate the transition in leadership," said Van Slyke. "Don is a very capable and respected leader who inherited a difficult financial situation and led the cooperative during difficult times. Unfortunately, the convergence of several events last year, including the unexpected failed sale of one of our businesses, resulted in Chapter 11 being the only option for Agway's many stakeholders. Don had the foresight to prepare the Company for Chapter 11 while continuing to pursue needed restructuring initiatives. Those initiatives have already generated $100 million in cash, which has allowed the Company to reduce its current secured lender borrowings to zero and have a cash surplus available." Agway Inc., headquartered in DeWitt, NY, is an agricultural cooperative owned by 69,000 Northeast farmer-members. On October 1, 2002, Agway Inc. and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Agway Energy Products LLC, Agway Energy Services, Inc., Agway Energy Services-PA, Inc. and Telmark LLC were not included in the Chapter 11 filings. Visit Agway at WWW.AGWAY.COM. ------------- --30-- Forward Looking and Cautionary Statement - ---------------------------------------- Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. Agway wishes to caution you that these statements are only predictions and that actual events or results may differ materially. Agway refers you to the documents the Company files from time to time with the Securities and Exchange Commission, specifically, the Company's most recent Form 10-K and Form 10-Q. These documents contain and identify important factors that could cause the actual results to differ materially from those contained in Agway's projections or forward looking statements. -----END PRIVACY-ENHANCED MESSAGE-----