AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 1998
REGISTRATION NO. 333-11891
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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 (EXACT NAME OF REGISTRANT
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, 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
315-449-6431
(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 (#333-11891):
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
On November 4, 1997, the Registrants terminated their offering of the
aforementioned securities. Under this Registration Statement (#333-11891), 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 ---
8% Cumulative Preferred Stock, Series B 0 shares
Series HM Preferred Stock 184 shares
Membership Common Stock 555 shares
AGWAY FINANCIAL CORPORATION
Guaranteed, Subordinated Member and
Subordinated Money Market Certificates $42,740,300.00
Guaranteed, Subordinated Member and
Subordinated Money Market Certificates
under the Interest Reinvestment Option $16,630,337.68
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The following unsold portion of the securities registered are accordingly
withdrawn from registration under this PostEffective 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 ---
8% Cumulative Preferred Stock, Series B 10,000 shares
Series HM Preferred Stock 3,816 shares
Membership Common Stock 3,445 shares
AGWAY FINANCIAL CORPORATION
Guaranteed, Subordinated Member and
Subordinated Money Market Certificates $17,259,700.00
Guaranteed, Subordinated Member and
Subordinated Money Market Certificates
under the Interest Reinvestment Option $2,484,662.32
The Registration Statement on Form S-3 filed October 16, 1997 (#333-34781)
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 October 16, 1997 Registration Statement became
effective on October 28, 1997 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 PostEffective
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 10th day of March 1998.
AGWAY INC.
By /s/ DONALD P. CARDARELLI
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DONALD P. CARDARELLI
PRESIDENT AND CEO
(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 March 10, 1998
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