TELMARK LLC
POS AM, 1998-09-24
MISCELLANEOUS EQUIPMENT RENTAL & LEASING
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   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1998
                                                      REGISTRATION NO. 333-11205
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- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM S-1
                           POST EFFECTIVE AMENDMENT #3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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                                   TELMARK LLC
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                    DELAWARE
                      (STATE OF INCORPORATION OR FORMATION)
                                   16-1551523
                      (I.R.S. EMPLOYER IDENTIFICATION NO.)
                                      6159
              (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NO.)
                              333 BUTTERNUT DRIVE,
                             DEWITT, NEW YORK 13214
                                  315-449-7935
     (ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)


                              DAVID M. HAYES, ESQ.
                                   TELMARK LLC
                                    BOX 4943
                            SYRACUSE, NEW YORK 13221
                                  315-449-6431
            (NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                               ------------------


      If the  only  securities  being  registered  on the Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. o
      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. o
      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. o
      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. o
      If delivery of the prospectus is expected to be made pursuant to Rule 435,
please check the following box.  o

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                            POST EFFECTIVE AMENDMENT


The  Registrant,  Telmark  LLC,  has filed this  Post-Effective  Amendment #3 to
deregister   the  unsold  portion  of  the  following   securities   under  this
Registration Statement.

Debentures

On June 30, 1998, the Registrant  terminated its offering of the  aforementioned
securities. Under this Registration Statement, the Company has issued securities
in the following amounts:


                         TITLE OF EACH CLASS OF SECURITY
                         -------------------------------

                                                             PRINCIPAL AMOUNT OR
SHARES                                                              NUMBER OF
- ------                                                       -------------------

Debentures                                                     $12,969,528.46


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The  following  unsold  portion  of the  securities  registered  is  accordingly
withdrawn  from  registration  under  this  Post-Effective  Amendment  and  this
Registration Statement will be terminated.


                         TITLE OF EACH CLASS OF SECURITY
                         -------------------------------


                                                             PRINCIPAL AMOUNT OR
SHARES                                                         NUMBER OF SHARES
- ------                                                       -------------------


Debentures                                                      $9,030,471.54

A separate  Registration  Statement on Form S-2, File No.  333-62865,  was filed
September 3, 1998, covering a new offering of:

Debentures

The prospectus included in the September 3, 1998 Registration Statement 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  Registrant,  a
limited  liability  company  duly  organized  and  existing  under  the  laws of
Delaware,  has duly caused this Post-Effective  Amendment #3 to the Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of DeWitt, and the State of New York, 13214, on the 24th
day of September, 1998.

                                                TELMARK LLC


                                                By /s/ DANIEL J. EDINGER
                                                   -----------------------------
                                                   Daniel J. Edinger, President


Pursuant to Rule 478 of the  Regulations  under the  Securities  Act of 1933, as
amended, this Post-Effective Amendment #3 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
- ------------------
David M. Hayes, Esq.        Agent for Service                 September 24, 1998



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