AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1997
REGISTRATION NO. 33-62927
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3 - AMENDMENT NO. 1
POST-EFFECTIVE AMENDMENT NO. 1
REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933
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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, 1105 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
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DAVID M. HAYES, Esq.
AGWAY INC.
BOX 4933
Syracuse, New York 13221
315-449-6431
(Name and address of agent for service)
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If the only securities being registered on the Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement number of the earlier effective registration
statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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PAGE 1 OF 4.
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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 30, 1996, 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
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Principal Amount or
number of Shares
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Agway Inc.
Guarantee of the Debt Securities ---
Series HM Preferred Stock 176 shares
Membership Common Stock 389 shares
Agway Financial Corporation
Guaranteed, Subordinated Member and
Subordinated Money Market Certificates $40,650,900
Guaranteed, Subordinated Member and
Subordinated Money Market Certificates
under the Interest Reinvestment Option $15,311,640
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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
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Principal Amount or
number of Shares
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Agway Inc.
Guarantee of the Debt Securities ---
Series HM Preferred Stock 3,824 shares
Membership Common Stock 3,611 shares
Agway Financial Corporation
Guaranteed, Subordinated Member and
Subordinated Money Market Certificates $11,849,100
Guaranteed, Subordinated Member and
Subordinated Money Market Certificates
under the Interest Reinvestment Option $ 3,538,360
The Registration Statement on Form S-3 filed September 12, 1996 covers a new
offering of:
Agway Inc.
Guarantee of the Debt Securities
8% Cumulative Preferred Stock, Series B
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 September 12, 1996 Registration Statement became
effective on September 23, 1996 and does not relate to the securities being
withdrawn from registration hereby.
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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 28th day of February 1997.
AGWAY INC.
By /s/ DONALD P. CARDARELLI
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Donald P. Cardarelli
President, CEO and
General Manager
(Principal Executive Officer)
AGWAY FINANCIAL CORPORATION
By /s/ DONALD P. CARDARELLI
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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.
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Signature Title Date
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/s/ DAVID M. HAYES
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David M. Hayes, Esq. Agent for Service February 28, 1997
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