AGWAY INC
POS AM, 1994-12-22
PETROLEUM BULK STATIONS & TERMINALS
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<PAGE>1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1994
                                                REGISTRATION NO. 33-50469
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------



                      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 as         (Exact name of registrant as
     specified in its charter)             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,                 1105 North Market Street,
      DeWitt, New York 13214               Wilmington, Delaware 19801
       (Address of principal                  (Address of principal 
        executive offices)                      executive offices)
            315-449-6431                           302-654-8371



                              DAVID M. HAYES, Esq.
                                   AGWAY INC.
                                    BOX 4933
                           Syracuse, New York  13221
                                  315-449-6436
                    (Name and address of agent for service)

                                --------------







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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 October 26, 1994, 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>     
Agway Inc.                                                                          <C>
Guarantee of the Debt Securities                                                         ---
6% Cumulative Preferred Stock, Series A                                             2,000 shares
Series HM Preferred Stock                                                             119 shares
Membership Common Stock                                                               441 shares


Agway Financial Corporation
Guaranteed, Subordinated Member and Subordinated Money Market Certificates         $  13,051,300
Guaranteed, Subordinated Member and Subordinated Money Market Certificates         $  14,707,273
      under the Interest Reinvestment Option
</TABLE>

<PAGE>3
      
The following unsold portions 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                                              ___
Series HM Preferred Stock                                                        1,881 shares
Membership Common Stock                                                          3,559 shares


Agway Financial Corporation
Guaranteed, Subordinated Member and Subordinated Money Market Certificates       $ 16,948,700
Guaranteed, Subordinated Member and Subordinated Money Market Certificates
      under the Interest Reinvestment Option                                     $  3,967,727
</TABLE>

A separate Registration Statement on Form S-3, File No. 33-55985, was filed
October 11, 1994, covering a new offering of:

Agway Inc.
Guarantee of the Debt Securities
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 11, 1994 Registration Statement
became effective on October 19, 1994 and does not relate to the securities     
being withdrawn from registration hereby.

<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 21st day of December 1994.

                            AGWAY INC.


                               By  /s/ DONALD P. CARDARELLI 
                                 --------------------------
                                    Donald P. Cardarelli
                                Executive Vice President,and
                                  Chief Operating Officer
                                (Principal Executive Officer)
                                                                   

                            AGWAY FINANCIAL CORPORATION
                           

                                By  /s/ DONALD P. CARDARELLI 
                                  --------------------------
                                     Donald P. Cardarelli            
                                        Vice President 
                                         and Director


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                                   December 21, 1994 
- ---------------------
 David M. Hayes, Esq.         Agent for Service  



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