Associated Wholesale Grocers Group Inc – ‘POS AM’ on 3/4/97

As of:  Tuesday, 3/4/97   ·   Accession #:  922907-97-54   ·   File #:  333-18257

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment                               3±    12K 


   As filed with the Securities and Exchange Commission on February 24, 1997
                                              Registration No. 333-18257
============================================================================    
SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549        
_______________________       

Post-Effective        
Amendment No. 1         
to          
FORM S-4          
REGISTRATION STATEMENT        
Under           
The Securities Act of 1933        
__________________________        
ASSOCIATED WHOLESALE GROCERS GROUP, INC.  
(Exact name of registrant as specified in its charter)    
___________________________       
Kansas                                5141                      48-1189356      
(State or other jurisdiction   (Primary Standard Industrial  (I.R.S. Employer   
of incorporation or organization) Classification Code Number) Identification    
                                                          No.)
5000 Kansas Avenue        
Kansas City, Kansas 66106       
(913) 288-1000        

(Address including zip code, of Registrant's principal executive officer)       
___________________________       

FRANCES PELLEGRINO PUHL, ESQ.     
5000 Kansas Avenue        
Kansas City, Kansas 66106     
(913) 288-1000          
(Name, address, including zip code, and telephone number, including area code,  
of agent for service)                                                           

Copies to:        
SHARI L. WRIGHT, ESQ.       
Blackwell Sanders Matheny Weary & Lombardi L.C.   
Two Pershing Square       
2300 Main, Suite 1100       
Kansas City, Missouri 64108     
(816) 274-6800        
___________________________       

Approximate date of commencement of proposed sale to the public:  The 
sale of securities pursuant to this Registration Statement was conditioned      
upon the approval by the shareholders of Associated Wholesale Grocers, Inc. of  
an Agreement and Plan of Merger with the Registrant, which condition was not    
satisfied.  Therefore, no sales of securities pursuant to this Registration     
Statement will occur.                                                           

If the securities being registered on this Form are being offered in  
connection with the formation of a holding company and there is compliance      
with General Instruction G, check the following box.  [  ]                      
============================================================================    

The Registrant hereby removes from registration by the means of this  
Post-Effective Amendment  No. 1 the 25,099,987 shares of common stock, par      
value $1.00 per share ("Shares") and 25,099,987 rights to purchase Shares and   
the 99,987 options to purchase Shares which remain unsold at the termination    
of the offering in accordance with its undertaking pursuant to Regulation S-K   
Item 512(a)(3).                                                                 

SIGNATURES              

Pursuant to the requirements of the Securities Act of 1933, the       
Registrant has duly caused this Registration Statement or Amendments thereto    
to be signed on its behalf by the undersigned, thereunto duly authorized, in    
the City of Kansas City, and State of Kansas on the ______ day of February,     
1997.                                                                           

                              ASSOCIATED WHOLESALE GROCERS GROUP, INC.

            /S/ Mike DeFabis
                               By:______________________________________
                             Mike DeFabis, President and Chief
             Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this      
Registration Statement or Amendment has been signed below by the following      
persons in the capacities and on the dates indicated.                           

SIGNATURE                         TITLE               DATE                      

/s/ Mike DeFabis                                                                
------------------------ President, Chief Executive   February 24, 1997         
Mike DeFabis             Officer and Director                                   
(Principal                    
Executive Officer)            

/s/ Gary Phillips                                                               
------------------------ Executive Vice President     February 24, 1997         
Gary Phillips            of Finance and Administration                          
and Chief Financial Officer   
(Principal Financial and      
Accounting Officer)           

/s/ Mike DeFabis                                                                
------------------------ Director                     February 24, 1997         
Doug Carolan*                                                                   

/s/ Mike DeFabis                                                                
------------------------ Director                     February 24, 1997         
J. Fred Ball*                                                                   

/s/ Mike DeFabis                                                                
------------------------ Director                     February 24, 1997         
James Queen*                                                                    

/s/ Mike DeFabis                                                                
------------------------ Director                     February 24, 1997         
Donald Woods, Jr.*                                                              

_______________                                                                 
*Executed by Mike DeFabis as attorney-in-fact                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘POS AM’ Filing		Date		Other Filings
Filed on:		3/4/97		15-12B
		2/24/97
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