AGWAY INC
POS AM, 1994-02-18
GROCERIES & RELATED PRODUCTS
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<PAGE>1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 1994
                       REGISTRATION NO. 33-52418 





                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549



                                 Form S-3

                      POST-EFFECTIVE AMENDMENT NO. 1
         REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933





                                                     AGWAY
       AGWAY INC.                            FINANCIAL CORPORATION
(Exact name of registrant                 (Exact name of registrant
as specified in its charter)              as specified in its charter)

       DELAWARE                                   DELAWARE
(State of incorporation)                  (State of incorporation)
      15-0277720                                 06-1174232
(I.R.S. Employer Identification No.)   (I.R.S. Employer Identification No.)
  333 Butternut Drive,                   1100 North Market Street,
DeWitt, New York 13214                   Wilmington, Delaware 19801
(Address of principal executive         (Address of principal executive
 offices)                                offices)
     315-449-6431                              302-654-8371



                        DAVID M. HAYES, Esq.
                             AGWAY INC.
                             BOX 4933
                    Syracuse, New York  13221
                           315-449-6431
              (Name and address of agent for service)














PAGE 1 OF 4.

<PAGE>2
                 POST-EFFECTIVE AMENDMENT NO. 1


The Registrants, Agway Inc. and Agway Financial Corporation, have filed
this Post-Effective Amendment No. 1 to deregister the unsold portion of
the following securities under this Registration Statement:


Agway Inc.
- ----------
Guarantee of the Debt Securities
6% Cumulative Preferred Stock, Series A
Series HM Preferred Stock
Membership Common Stock

Agway Financial Corporation
- ---------------------------
Guaranteed, Subordinated Member and Subordinated Money Market Certificates
Guaranteed, Subordinated Member and Subordinated Money Market Certificates
  under the Interest Reinvestment Option

On December 29, 1993, the Registrants terminated their offering of the
aforementioned securities.  Under this Registration Statement, the 
Companies have issued securities in the following amounts:

<TABLE>
<CAPTION>
                 Title of each class of Security

                                                                                    Principal Amount or
                                                                                     number of Shares
<S>                                                                                     <C>
Agway Inc.                                                                              
- ----------
Guarantee of the Debt Securities                                                              ---
6% Cumulative Preferred Stock, Series A                                                 3,378 shares
Series HM Preferred Stock                                                                 136 shares
Membership Common Stock                                                                   741 shares


Agway Financial Corporation
- ---------------------------
Guaranteed, Subordinated Member and Subordinated Money Market Certificates              $ 48,291,600
Guaranteed, Subordinated Member and Subordinated Money Market Certificates              $ 13,357,663
under the Interest Reinvestment Option

</TABLE>

<PAGE>3

The following unsold portion of the securities registered are accordingly 
withdrawn from registration under this Post-Effective Amendment No. 1 and 
this Registration Statement will be terminated.


<TABLE>
<CAPTION>

                    Title of each class of Security

                                                                                      Principal Amount or
                                                                                       number of Shares
<S>                                                                                   <C>
Agway Inc.
- ---------
Guarantee of the Debt Securities                                                              ___
6% Cumulative Preferred Stock, Series A                                               185,622 shares
Series HM Preferred Stock                                                               1,864 shares
Membership Common Stock                                                                 3,259 shares


Agway Financial Corporation
- ---------------------------
Guaranteed, Subordinated Member and Subordinated Money Market Certificates              $ 21,708,400
Guaranteed, Subordinated Member and Subordinated Money Market Certificates
   under the Interest Reinvestment Option                                               $  5,442,337

</TABLE>

The Registration Statement on Form S-3, File No. 33-50469, filed 
October 1, 1993, covers a new offering of:

Agway Inc.
- ----------
Guarantee of the Debt Securities
6% Cumulative Preferred Stock, Series A
Series HM Preferred Stock
Membership Common Stock


Agway Financial Corporation
- ---------------------------
Guaranteed, Subordinated Member and Subordinated Money Market Certificates
Guaranteed, Subordinated Member and Subordinated Money Market Certificates
   under the Interest Reinvestment Option

The prospectus included in the October 1, 1993 Registration Statement 
became effective on October 20, 1993.

<PAGE>4

                            SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 
Registrants, Agway Inc. and Agway Financial Corporation, corporations 
duly organized and existing under the laws of Delaware, have duly caused
this Post-Effective Amendment No. 1 to the Registration Statement to be
signed on their behalf by the undersigned, thereunto duly authorized, in
the Town of DeWitt, and the State of New York, 13214, on the 17th day of
February 1994.

                               AGWAY INC.


                                    By   /s/ PETER J. O'NEILL
                                         --------------------
                                         PETER J. O'NEILL
                                       Senior Vice President,
                                  Corporate Finance & Control

                               AGWAY FINANCIAL CORPORATION


                                    By   /s/ PETER J. O'NEILL
                                         --------------------
                                         PETER J. O'NEILL
                                          Vice President



Pursuant to Rule 478 of the Regulations under the Securities Act of 1933,
as amended, this Post-Effective Amendment No. 1 to the Registration 
Statement has been signed below by the Agent for Service named in this
amendment to the Registration Statement.

   Signature                      Title                     Date
   ---------                      -----                     ----


/s/ DAVID M. HAYES                                     February 17, 1994
David M. Hayes, Esq.           Agent for Service  



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