As filed with the Securities and Exchange Commission on February 24, 1997
Registration No. 333-18257
============================================================================
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. Employer
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: 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. [ ]
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The Registrant hereby removes from registration by the means of this
Post-Effective Amendment No. 1 the 25,099,987 shares of common stock, par
value $1.00 per share ("Shares") and 25,099,987 rights to purchase Shares and
the 99,987 options to purchase Shares which remain unsold at the termination
of the offering in accordance with its undertaking pursuant to Regulation S-K
Item 512(a)(3).
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 ______ day of February,
1997.
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 Executive February 24, 1997
Mike DeFabis Officer and Director
(Principal
Executive Officer)
/s/ Gary Phillips
- ------------------------ Executive Vice President February 24, 1997
Gary Phillips of Finance and Administration
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Mike DeFabis
- ------------------------ Director February 24, 1997
Doug Carolan*
/s/ Mike DeFabis
- ------------------------ Director February 24, 1997
J. Fred Ball*
/s/ Mike DeFabis
- ------------------------ Director February 24, 1997
James Queen*
/s/ Mike DeFabis
- ------------------------ Director February 24, 1997
Donald Woods, Jr.*
_______________
*Executed by Mike DeFabis as attorney-in-fact
