[Buchanan Ingersoll Letterhead]
Vincent A. Vietti Eleven Penn Center, 14th Floor
215-665-3860 1835 Market Street
[email protected] Philadelphia, PA 19103-2985
Telephone: 215-665-8700
Fax: 215-655-8760
July 31, 1998
Mr. Richard K. Wulff, Chief
Securities and Exchange Commission
Office of Small Business
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: USA Finance, Inc.
Form SB-2 filed January 22, 1997
File No. 333-21115
Dear Mr. Wulff:
We are in receipt of your July 6, 1998 correspondence to Stephen E.
Michaelson, the former Chief Executive Officer of USA Finance, Inc. (the
"Company") with respect to the above-referenced matter. For the reasons
explained below, the Company hereby makes application to withdraw the
above-referenced Registration Statement pursuant to Rule 477 under the
Securities Act of 1933, as amended (the "Securities Act").
On or about March 30, 1998, the Company and each of its subsidiaries filed
a Voluntary Petition with the United States Bankruptcy Court for the District of
Delaware seeking relief under the provisions of Chapter 11 of Title XI of the
United States Code. Inasmuch as the Company is currently undergoing an orderly
liquidation, there is no need to update the Registration Statement. Accordingly,
the Company believes that it is in the best interest of the Company, its
stockholders and creditors not to incur the expenses required to update the
Registration Statement and to simply withdraw the Registration Statement.
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July 31, 1998
Page -2-
Should you need any additional information or have any questions regarding
the above, please call me directly at (215) 665-3860.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ Vincent A. Vietti
-------------------------
Vincent A. Vietti
VAV/kmc
cc: Donald J. Rinehart, Esquire
Ms. Carrie Sommer
President,
USA Finance, Inc.
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