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The Trylon Corporation
970 W. 190th Street
Suite 900
Torrance, California 90502
November 27, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Thomas Jones
Robert Osberger
Re: Request for Withdrawal
Form S-1 Registration Statement
File No. 333-09915
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Ladies and Gentlemen:
On August 9, 1996, The Trylon Corporation (the "Company") filed with
the Securities and Exchange Commission (the "Commission") a registration
statement on Form S-1 (File No. 333-09915) relating to an initial public
offering of common stock. The registration statement was amended by Amendments
No. 1 and 2 filed with the Commission on August 15, 1996 and October 9, 1996
(together with such amendments and all exhibits thereto, the "Registration
Statement").
The Company has now determined, based on current market conditions and
after consultation with its underwriters, that it is not at this time in a
position to effect the public offering on terms acceptable to it. Accordingly,
the Company hereby requests an order granting the withdrawal of the Registration
Statement. The Company notes in connection with its request that it has not
printed or circulated preliminary prospectuses or engaged in any "roadshow" or
other solicitations in connection with the contemplated public offering.
Based on the foregoing, the Company respectfully requests, pursuant to
Rule 477 under the Securities Act of 1933, that the Commission find the
withdrawal of the Registration Statement consistent with the public interest and
the protection of investors, and that it consent thereto. As required by
Rule 478(c), this request for withdrawal has been duly executed on behalf of the
Company by the agent for service named in the Registration Statement.
Should the Staff have any questions or comments regarding this request,
or should the Commission for any reason determine not to grant such request,
please contact the undersigned at 310/327-8820 or the Company's counsel, Robert
A. Koenig of Latham & Watkins, at 213/891-7919.
Respectfully submitted,
THE TRYLON CORPORATION
By: /s/ Martin L. Lonky
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Martin L. Lonky
President and
Chief Executive Officer
cc: Nasdaq Stock Market
