<PAGE>
As filed with the Securities and Exchange Commission on July 24, 1997
Registration No. 333-25511-01
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WABAN INC.
(Exact name of registrant as specified in its charter)
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Delaware 33-0109661
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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One Mercer Road
Natick, MA 01760
(508) 651-6500
(Address Including Zip Code and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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Herbert J. Zarkin
President and Chief Executive Officer
WABAN INC.
One Mercer Road
Natick, MA 01760
(508) 651-6500
(Name, Address Including Zip Code and Telephone
Number, Including Area Code, of Agent for Service)
Copy to:
Mark G. Borden, Esq.
HALE AND DORR LLP
60 State Street
Boston, Massachusetts 02109
Telephone: (617) 526-6000
Telecopy: (617) 526-5000
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Date of commencement of sale to the public: June 6, 1997
If the only securities being registered on this Form S-3 are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form S-3 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. [X]
If this Form S-3 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 for the same offering. [_]
If this Form S-3 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 number of the earlier effective registration statement for the
same offering. [_]
If delivery of the Form S-3 prospectus is expected to be made pursuant
to Rule 434, please check the following box. [_]
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Pursuant to a Registration Statement on Form S-3 (File No.
333-25511-01) filed with the Securities and Exchange Commission on April 18,
1997 (as amended, the "Registration Statement"), Waban Inc., a Delaware
corporation (the "Company"), registered under the Securities Act of 1933, as
amended (the "Act"), a total of 4,321,171 shares of common stock, $.01 par value
per share, of the Company (the "Registered Shares"). The Registered Shares were
issuable upon conversion of the Company's 6.5% Convertible Subordinated
Debentures due July 1, 2002 (the "Convertible Debentures"). The number of
Registered Shares was based on the principal amount of Notes outstanding as of
the date of filing ($106,949,000).
On June 6, 1997, at which time $106,934,000 principal amount of
Convertible Debentures were outstanding, the Company called the Convertible
Debentures for redemption. As of 6:00 p.m., Eastern time, on June 26, 1997, the
expiration time of the privilege to convert the Convertible Debentures,
$106,712,000 of such $106,934,000 outstanding principal amount had been
submitted for conversion. Consequently, at the conversion price of $24.75 per
Registered Share (equivalent to a conversion rate of 40.404 Registered Shares
for each $1,000 principal amount of Convertible Debentures), the Company issued
4,311,525 Registered Shares to the holders of Convertible Debentures submitted
for conversion.
This Post Effective Amendment No. 1 to the Registration Statement is
being filed solely for the purpose of deregistering the 9,646 Registered Shares
not issued (i) because Convertible Debentures were converted prior to the call
for redemption in reliance on the exemption from registration provided by
Section 3(a)(9) of the Act, (ii) because Convertible Debentures were redeemed
for cash or (iii) as a result of the payment of cash in lieu of fractional
shares upon conversion of Convertible Debentures.
Pursuant to Rule 478 promulgated under the Act, the Company has duly
caused this Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereto duly authorized, in the Town of Natick, Commonwealth of
Massachusetts, on this 24th day of July, 1997.
WABAN INC.
By: /s/ Edward J. Weisberger
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Edward J. Weisberger
Senior Vice President and
Chief Financial Officer
