8-K

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): September 13, 2004

Penford Corporation

(Exact name of registrant as specified in its charter)

Washington	0-11488	91-1221360
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)
7094 South Revere Parkway,
Englewood, Colorado		80112-3932
(Address of principal executive offices		(Zip Code)

303-649-1900
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 7.01: Regulation FD Disclosure
	Item 9.01: Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Press Release
Investor Presentation

Item 7.01: Regulation FD Disclosure

On September 13, 2004, Penford Corporation (the “Company”) issued a press release announcing that its industrial starch facility in Cedar Rapids, Iowa is operating effectively and continuing to serve customers despite a strike that began on August 1, 2004. A copy of the press release is furnished as Exhibit 99.1.

On September 13, 2004, Steven O. Cordier, Vice President and Chief Financial Officer of the Company, presented to certain investors at the Roth Capital Partners New York Conference the information presented in the slides as filed as Exhibit 99.2 to this Current Report which is incorporated herein by reference. The presentation and the accompanying slides can be viewed through the Company’s website at www.penx.com for 90 days subsequent to the presentation.

The information contained in this Current Report on Form 8-K, including the exhibits attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section, nor shall it be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 9.01: Financial Statements and Exhibits

(c) Exhibits

     The following exhibits are furnished in accordance with Item 601 of Regulation S-K:

Exhibit No.	Description
99.1	Press release dated September 13, 2004
99.2	Investor presentation given September 13, 2004

2

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 thereunto duly authorized.

	Penford Corporation
	(Registrant)
September 14, 2004	/s/ Steven O. Cordier
	Steven O. Cordier
	Vice President, Chief Financial Officer and Corporate Secretary

EXHIBIT INDEX

     Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit index immediately precedes the exhibits.

Exhibit No.	Description
99.1	Press release dated September 13, 2004
99.2	Investor presentation given September 13, 2004

3

EX-99.1

Exhibit 99.1

Contact        Steve Cordier
Vice President and Chief Financial Officer
Penford Corporation
303-649-1900
steve.cordier@penx.com

Penford Facility Operating Effectively Despite Strike

     ENGLEWOOD, Co., September 13, 2004 – Penford Corporation (Nasdaq: PENX) announced today that its industrial starch facility in Cedar Rapids, Iowa, is operating safely and effectively and is continuing to serve customers despite a strike that began August 1.

     “Our priorities have been to produce quality product safely, and the retention of our customer base,” said Tom Malkoski, Penford’s chief executive officer. “Our customers and suppliers have been supportive and loyal throughout the process, and our employees have stepped up to the challenge.”

     Malkoski added that initial costs to run the plant have been high. Additional expenses such as temporary workers, added security and costs required to achieve key production targets were about $3 million during the first month of the strike. Malkoski said the continuing financial impact should decrease as shipment patterns normalize and process efficiencies are realized. Average daily production is now approaching pre-strike levels.

     Approximately 150 members of the Bakery, Confectionary, Tobacco Workers and Grain Millers (BCTGM) Local 100G struck Penford’s Cedar Rapids industrial starch plant after rejecting a contract proposal. The parties returned to the bargaining table on September 2nd and talks continued on September 10th. Penford has implemented several actions to reduce costs in the face of demanding commercial market conditions, but the company’s labor costs remain among the highest in the industry.

     “This is a difficult environment for all stakeholders. However, this effort to address high labor costs is an investment in the future competitiveness of our industrial business,” Malkoski said. “We are encouraged that we are once again in negotiations and that our initial discussions have been constructive. We look forward to resolving the outstanding issues.”

- more -

Penford Facility Operating Effectively Despite Strike
Page 2

About Penford Corporation
Penford Corporation develops, manufactures and markets specialty natural-based ingredient systems for various applications, including papermaking and food products. Penford has nine locations in the United States, Australia and New Zealand.

     The statements contained in this release that are not historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements can be identified by the use of words such as “believes,” “may,” “will,” “looks,” “should,” “could,” “anticipates,” “expects,” or comparable terminology or by discussions of strategies or trends. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve substantial risks and uncertainties that could significantly affect expected results. Actual future results could differ materially from those described in such forward-looking statements, and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Among the factors that could cause actual results to differ materially are the risks and uncertainties discussed in this release, and those described from time to time in filings with the Securities and Exchange Commission which include, but are not limited to, competition; the possibility of interruption of business activities due to equipment problems, accidents, strikes, weather or other factors; product development risk; changes in corn and other raw material prices and availability; changes in general economic conditions or developments with respect to specific industries or customers affecting demand for the Company’s products including unfavorable shifts in product mix; unanticipated costs, expenses or third party claims; the risk that results may be affected by construction delays, cost overruns, technical difficulties, nonperformance by contractors or changes in capital improvement project requirements or specifications; interest rate and energy cost volatility; foreign currency exchange rate fluctuations; or other unforeseen developments in the industries in which Penford operates.

# # #

EX-99.2

These materials are visual supplements to an oral presentation meant to illustrate points explained in the presentation, and as such, are inherently incomplete outside the context of the presentation. No person should rely solely on these materials in making any judgment concerning Penford Corporation. Exhibit 99.2

SEPTEMBER 2004 Nature. Science. Solutions.(tm)

Forward Looking Statements Any forward-looking statements regarding future events or the financial performance of the company are just predictions and actual events or results may differ materially. These forward-looking statements are subject to numerous risks and uncertainties. These include the performance of the economy as a whole and its impact on Penford's customers, customer acceptance of new products or technologies at less than anticipated rates, issues impacting customer demand or orders, increased competition, raw material costs, interest rate and energy cost volatility, and foreign exchange rate fluctuations. Please refer to the documents that we file from time to time with the Securities & Exchange Commission for a discussion of these and other risks and uncertainties. We do not undertake to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events.

A global leader in natural ingredient systems based on renewable raw materials for a wide variety of food and industrial applications. Penford Corporation

Penford Corporation Strategic focus on differentiating technologies and product applications that give customers advantages in their marketplace.

Auckland, NZ Corn Starch Mfg. Richland, WA Potato Starch Mfg. Tamworth, AUS Wheat Starch Mfg. Englewood, CO Corporate HQ Idaho Falls, ID Potato Starch Mfg. Plover, WI Potato Starch Mfg. Cedar Rapids, IA Corn Starch Mfg. Lane Cove, AUS Corn Starch Mfg. Facilities Overview

Senior Management Senior Management

Vision to Build Shareholder Value

Natural Raw Materials

Science - Differentiating Technologies and Applications Technologies and Applications Technologies and Applications Technologies and Applications Technologies and Applications

Solutions - Deliver Value to Customers Solutions - Deliver Value to Customers Solutions - Deliver Value to Customers Solutions - Deliver Value to Customers

Nature. Science. Solutions. TM Segment Review

Penford Sales by Segment May-04 YTD Industrial Food Australia East 107006 34283 65847 Note: Australia excludes $459K of intercompany sales.

Penford Products Overview Headquarters/Facilities: Cedar Rapids, Iowa A leading supplier of specialty chemical starches to the paper and textile industries. textile industries. textile industries. textile industries. textile industries. textile industries. textile industries. textile industries. textile industries.

Penford Products Market Segments Printing & writing papers Corrugated Recycled news print Recycled paperboard Adhesives Textiles Animal nutrition De-icing additives Bio-packaging A leader in the U.S. production of value-added specialty ingredients serving the printing and writing segment of the paper industry.

Case Study: Liquid Natural Additives

Penford Food Ingredients Overview Headquarters: Englewood, Colorado Facilities: Plover, Wisconsin Richland, Washington, Idaho Falls, Idaho A rapidly emerging competitor in the food ingredients segment offering specialized properties that differentiate our products in the coatings, binders and texturizer categories.

Penford Food Ingredients Specialty starches used to provide crispness, improved taste and texture, increased product life, reduced fat levels and improved color and consistency in foods. Market Segments Coating Systems Meats & Poultry Soup, Sauce & Gravy Bakery Confections Pharmaceuticals Customer Segments Restaurant chains Branded manufacturers Processors Food Service

Case Study: Processed Meat Applications

Headquarters: Lane Cove, New South Wales Facilities: Lane Cove, New South Wales; Tamworth, New South Wales; and Auckland, New Zealand The leading Australian producer of a broad line of modified starches for food and industrial applications. A significant and growing platform in Asia. Penford Australia Overview

Penford Australia Market Segments Bakery Dairy Confections Beverage Soup, sauce & gravy Coatings Corrugated Recycled newsprint Customer Segments Branded manufacturers Processors Food Service Paper manufacturing Mining The sole producer of corn starch products in Australia and New Zealand. Manufactures products to enhance the quality of packaged food products. Starches also used in industrial applications.

Case Study: Bio-degradable Packaging Packaging Packaging

Nature. Science. Solutions. TM Financial Review

Financial Overview by Segment Key P&L Figures (in MMs)

Cash Flow Highlights (in MMs)

Penford Corporation Consolidated Debt (in MMs) Q1-01 Q2-01 Q3-01 Q4-01 Q1-02 Q2-02 Q3-02 Q4-02 Q1-03 Q2-03 Q3-03 Q4-03 Q1-04 Q2-04 Q3-04 Q1 107 118 118 113 107 102 104 96 95 90 82 80 85 82 79 Q 4 Debt Reduction of more than 30% since 2001. Increase in AUD$ has hindered debt reduction over the past 3 years. $0.53 Fx rate at Aug 31, 2001 $0.55 Fx rate at Aug 31, 2002 $0.64 Fx rate at Aug 31, 2003 $0.72 Fx rate at Aug 31, 2004

Penford Corporation - Consolidated Review (in MMs) Q1 Q2 Q3 Q4 2001 4.19 1.613 1.693 3.241 2002 3.914 1.885 3.946 3.325 2003 4.106 3.515 3.12 3.089 2004 2.365 2.484 3.888 Q1 Q2 Q3 Q4 2001 0.03 -0.11 -0.08 0.06 2002 0.16 0.02 0.18 0.13 2003 0.42 0.2 0.21 0.21 2004 0.1 0.12 0.26 Included in the above (all items below are pretax): Q1 2001: 1.4 loss on early extinguishment of debt (EPS only). Q3 2001: restructuring charge of $0.3 MM and investment write-off of $0.5 MM (EPS only). Q4 2001: restructuring charge of $0.2 MM. Q2 2002: restructuring charge of $1.4 MM. Q4 2002: investment write-off of $0.5 MM (EPS only). Q1 2003: gain on sale of hi-maize business of $1.9 MM (EPS only). Q1 2004: restructuring charge of $0.3 MM and $0.7MM loss on early extinguishment of debt (EPS only). Q2 2004: restructuring charge of $0.5 MM. Q3 2004: restructuring charge of $0.4 MM.

Business Drivers Energy Continuing high natural energy costs 20% over last year Recent prices leveling off Commodity Raw Materials Australian grain costs declining Still above historical levels Currency AUD exchange rate declining Import/export pressure easing Labor

Labor Strike began 8/1/04 @ Cedar Rapids, IA facility 150 members of Bakery, Confectionary, Tobacco Worker's Grain Millers Local 100G Production rates approaching pre-strike levels Customers and suppliers are supportive First month added costs approximately $3 million Continuing financial impact should decrease as Penford achieves process efficiencies Talks with union continued on 9/2 and 9/10

Progress Banking facility renewal - Oct 2003 Reduced discretionary spending Headcount reduction at Penford Australia and Products Interest expense declined 20% Market cap increased 30% or $34.6 million during 2004 Strengthened management organization and Board of Directors

NASDAQ: PENX Nature. Science. Solutions.(tm)