TELMARK INC
POS AM, 1998-04-01
MISCELLANEOUS EQUIPMENT RENTAL & LEASING
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     As filed  with the  Securities  and  Exchange  Commission  on April 1, 1998
                                                       Registration No. 33-84442
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    Form S-1
                           POST EFFECTIVE AMENDMENT #3
             REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933

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                                  TELMARK INC.
             (Exact Name of Registrant as Specified in Its Charter)
                                    NEW YORK
                            (State of Incorporation)
                                   16-0907546
                      (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 INC.
                                    BOX 4943
                            Syracuse, New York 13221
                                  315-449-6431
 (Name, Address Including Zip Code, and Telephone Number, Including Area Code,
                             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.|_|
      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.|_|
      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.|_|
      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. |_|
      If delivery of the prospectus is expected to be made pursuant to Rule 435,
please check the following box. |_|

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Page 1 of 4

<PAGE>



                            POST EFFECTIVE AMENDMENT


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

Debentures

On  October  28,  1997,   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                                                       $27,309,044


Page 2 of 4

<PAGE>



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

Debentures                                                       $2,690,956

A separate  Registration  Statement on Form S-1, File No.  333-11205,  was filed
September 5, 1997, covering a new offering of:

Debentures

The prospectus  included in the September 5, 1997 Registration  Statement became
effective  on  October  31,  1997 and does not  relate to the  securities  being
withdrawn from registration hereby.

Page 3 of 4

<PAGE>


                                   SIGNATURES


Pursuant to the  requirements of the Securities Act of 1933, the  Registrant,  a
corporation  duly  organized and existing  under the laws of New York,  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 30th day of March, 1998.

                                            TELMARK INC.


                                            By  /s/ DANIEL J. EDINGER, PRESIDENT
                                                --------------------------------
                                                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, ESQ.
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David M. Hayes, Esq.           Agent for Service                  March 30, 1998



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