<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 1996
REGISTRATION NO. 33-55985
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-3
POST-EFFECTIVE AMENDMENT NO. 1
REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933
------------------
<TABLE>
<S> <C>
AGWAY
AGWAY INC. FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (EXACT NAME OF REGISTRANT 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 OFFICES) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
315-449-6431 302-654-8371
</TABLE>
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>
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
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 31, 1995, the Registrants terminated their offering of the
aforementioned securities. Under this Registration Statement, the Companies
have issued securities in the following amounts:
TITLE OF EACH CLASS OF SECURITY
-------------------------------
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OR
NUMBER OF SHARES
----------------
<S> <C>
AGWAY INC.
Guarantee of the Debt Securities ---
Series HM Preferred Stock 175 shares
Membership Common Stock 356 shares
AGWAY FINANCIAL CORPORATION
Guaranteed, Subordinated Member and Subordinated Money Market Certificates $ 41,238,700
Guaranteed, Subordinated Member and Subordinated Money Market Certificates
under the Interest Reinvestment Option $ 13,755,040
</TABLE>
2
<PAGE>
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.
TITLE OF EACH CLASS OF SECURITY
-------------------------------
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OR
NUMBER OF SHARES
----------------
<S> <C>
AGWAY INC.
Guarantee of the Debt Securities ---
Series HM Preferred Stock 1,825 shares
Membership Common Stock 3,644 shares
AGWAY FINANCIAL CORPORATION
Guaranteed, Subordinated Member and Subordinated Money Market Certificates $ 8,761,300
Guaranteed, Subordinated Member and Subordinated Money Market Certificates
under the Interest Reinvestment Option $ 4,644,960
</TABLE>
The Registration Statement on Form S-3 filed September 26, 1995 and Form S-3 -
Amendment No. 1 filed November 9, 1995, File No. 33-62927, covers 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 November 9, 1995 Registration Statement and
adjusted as allowed under Rule 424(b)(5) became effective on November 20, 1995
and does not relate to the securities being withdrawn from registration
hereby.
3
<PAGE>
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 8th day of March 1996.
AGWAY INC.
By /s/ DONALD P. CARDARELLI
-------------------------------
DONALD P. CARDARELLI
PRESIDENT, CEO AND
GENERAL MANAGER
(PRINCIPAL EXECUTIVE OFFICER)
AGWAY FINANCIAL CORPORATION
By /s/ DONALD P. CARDARELLI
------------------------------
DONALD P. CARDARELLI
CHAIRMAN OF THE BOARD, PRESIDENT,
AND DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)
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 March 8, 1996
- ------------------------------
David M. Hayes, Esq. Agent for Service
4
