<PAGE> 1
As filed with the Securities and Exchange Commission on November 18, 1998
File No. 333-12345
================================================================================
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
---------------------------
GOLDEN EAGLE GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 65-0353755
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
120 STANDIFER DRIVE (281) 446-2656
HUMBLE, TEXAS 77338 (Telephone Number, Including Area Code,
(Address, Including Zip Code, of Principal Executive Offices)
of Principal Executive Offices)
Patrick H. Weston
President and Chief Executive Officer
Golden Eagle Group, Inc.
120 Standifer Drive
Humble, Texas 77338
(Name and Address of Agent For Service)
(281) 446-2656
(Telephone Number, Including Area Code, of Agent For Service)
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Page 1 of 3 pages.
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This Post-Effective Amendment No. 1 is being filed to remove from
registration 920,000 shares of common stock issuable upon exercise of warrants,
$0.01 par value per share, of Golden Eagle Group, Inc. ("Golden Eagle Group"),
and 888,000 shares of common stock, $0.01 par value per share, of Golden Eagle
Group. Such offering has been terminated in connection with the Agreement and
Plan of Merger dated as of September 22, 1998 by and among USFreightways
Corporation, a Delaware corporation, Seko Newco, Inc., a Delaware corporation,
and Golden Eagle Group, pursuant to which Golden Eagle Group will become an
indirect subsidiary of USFreightways Corporation, such merger to become
effective on November 12, 1998.
Page 2 of 3 pages.
<PAGE> 3
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Humble,
State of Texas, on this 18th day of November, 1998.
GOLDEN EAGLE GROUP, INCORPORATED
By: /s/ Patrick H. Weston
-----------------------------------------
Patrick H. Weston
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board November 18, 1998
- --------------------------------------------- and Director
Patrick M. Daher
* President, Chief November 18, 1998
- --------------------------------------------- Executive Officer
Patrick H. Weston and Director
* Executive Vice President November 18, 1998
- --------------------------------------------- and Director
Carlos A. Macaluso
* Vice President - Finance, November 18, 1998
- --------------------------------------------- Chief Financial Officer
Donald Nodorft
* Director November 18, 1998
- ---------------------------------------------
Keith Bates
* Director November 18, 1998
- ---------------------------------------------
John F. Darden
/s/ Patrick H. Weston
- ---------------------------------------------
Patrick H. Weston, attorney in fact
</TABLE>
Page 3 of 3 pages.
