SHEARMAN & STERLING
599 Lexington Avenue
New York, NY 10022-6069
(212) 848-7017
July 13, 1999
CONFIDENTIAL,
FOR USE OF THE
COMMISSION ONLY
BY EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Covance Inc. (File No. 1-12213)
PAREXEL International Corporation (File No. 0-27058)
Request to Withdraw Confidential Preliminary Proxy Materials
Ladies and Gentlemen:
On behalf of our client, Covance Inc. ("Covance"), and on
behalf of PAREXEL International Corporation, Inc. ("PAREXEL"), we hereby request
that the Securities and Exchange Commission (the "Commission") withdraw the
confidential preliminary proxy materials filed with the Commission on June 4,
1999 (the "Preliminary Proxy Materials").
The Preliminary Proxy Materials were filed pursuant to Rule
14a-6(a) promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") in connection with a proposed transaction between Covance and
PAREXEL (the "Proposed Transaction"). On June 25, 1999, Covance and PAREXEL
announced that they had terminated the Proposed Transaction by mutual consent.
Accordingly, we will not be filing definitive proxy materials and we hereby
request withdrawal of the Preliminary Proxy Materials.
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Please do not hesitate to contact the undersigned at (212)
848-7017 if you have any questions regarding the foregoing.
Very truly yours,
/s/ Douglas A. Hand
------------------------------
Douglas A. Hand, Jr.
cc: Jeffrey S. Hurwitz
Covance Inc.
Minnie S. Joung
Testa, Hurwitz & Thibeault, LLP (Boston)
New York Stock Exchange, Inc.
