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[LOGO - BP] Joseph M. Cesarik
Associate General Counsel
Law Department
BP America Inc.
200 Public Square 11-2655-B
Cleveland, OH 44114-2375
Phone: 216-566-6945
Fax: 216-586-4535
February 21, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: File No. 333-3892
EDGAR Accession No. 950152-96-0002749
Date Accepted: June 3, 1996
Ladies and Gentlemen:
Please accept this request, on behalf of Unifrax Acquisition Inc., to withdraw
the referenced EDGAR document pursuant to Rule 477(a) of the Securities Act of
1933, as amended. The Registrant abandoned the proposed offering because
BP America and its affiliates did not sell the North American Fibers Business
described in the Registration Statement to the Registrant and instead sold most
of its interest in that business to an entity other than the Registrant.
Subsequent to that sale, BP America Inc. purchased all 1,000 shares of
outstanding Common Stock of the Registrant (which were initially issued
pursuant to the private placement described in the Registration Statement) and
the Registrant was merged into BP America Inc. Prior to the merger, the
Registrant did not issue any shares of its Common Stock except for the initial
issuance of 1,000 shares in the private placement described in the Registration
Statement.
Very truly yours,
/s/ Joseph M. Cesarik
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Joseph M. Cesarik
