As filed with the Securities and Exchange Commission on December 18,
1996
Registration No. 333-10525
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ASSOCIATED WHOLESALE GROCERS GROUP, INC.
(Exact name of registrant as specified in its charter)
Kansas 5141 48-1189356
(State or other jurisdiction (Primary Standard Industrial (I.R.S.
of incorporation or organization)Classification Code Number)
Identification
No.)
5000 Kansas Avenue
Kansas City, Kansas 66106
(913) 288-1000
(Address including zip code, of Registrant's principal executive
officer)
FRANCES PELLEGRINO PUHL, ESQ.
5000 Kansas Avenue
Kansas City, Kansas 66106
(913) 288-1000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
SHARI L. WRIGHT, ESQ.
Blackwell Sanders Matheny Weary & Lombardi L.C.
Two Pershing Square
2300 Main, Suite 1100
Kansas City, Missouri 64108
(816) 274-6800
Approximate date of commencement of proposed sale to the public:
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The sale of securities pursuant to this Registration Statement was
conditioned upon the approval by the shareholders of Associated
Wholesale Grocers, Inc. of an Agreement and Plan of Merger with the
Registrant, which condition was not satisfied. Therefore, no sales of
securities pursuant to this Registration Statement will occur.
If the securities being registered on this Form are being offered
in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. ____
______________________________________________________________________
The Registrant hereby removes from registration by the means of
this Post-Effective Amendment No. 1 the 25,000,000 Shares which
remain unsold at the termination of the offering in accordance with
its undertaking pursuant to Regulation S-K Item 512(a)(3).
<PAGE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement or Amendments
thereto to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kansas City, and State of Kansas on the
18th day of December, 1996.
ASSOCIATED WHOLESALE GROCERS GROUP, INC.
/s/ Mike DeFabis
By:_____________________________________
Mike DeFabis, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
_________ ______ _____
/s/ Mike DeFabis
___________________________ President, Chief December 18, 1996
Mike DeFabis Executive Officer
and Director
(Principal Executive
Officer)
/s/ Gary Phillips
___________________________ Executive Vice December 18, 1996
Gary Phillips President of Finance
and Administration and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Doug Carolan
___________________________ Director December 18, 1996
Doug Carolan*
/s/ J. Fred Ball
___________________________ Director December 18, 1996
J. Fred Ball*
<PAGE>
/s/ James Queen
___________________________ Director December 18, 1996
James Queen*
/s/ Donald Woods, Jr.
___________________________ Director December 18, 1996
Donald Woods, Jr.*
_______________
*Executed by Mike DeFabis as attorney-in-fact
</PAGE>
