[PHAR-MOR LETTERHEAD]
April 3, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Cabot Noble, Inc. Pre-Effective Registration Statement on Form S-4
(Commission File No. 333-14051)
Dear Sir or Madam:
Pursuant to Rule 477 under the Securities Act of 1933, Cabot Noble, Inc.
("Cabot Noble") hereby respectfully requests that the above-referenced
Registration Statement, as amended by Pre-Effective Amendment No. 1 thereto
filed on January 13, 1997 and Pre-Effective Amendment thereto filed on
February 25, 1997 (the "Registration Statement"), be withdrawn. Cabot Noble
requests such withdrawal because Phar-Mor, Inc. ("Phar-Mor") and ShopKo
Stores, Inc. ("ShopKo") have terminated by mutual agreement their planned
business combination which was the subject of the Registration Statement.
Phar-Mor and ShopKo have terminated the proposed business combination due to
continuing uncertainties in consummating the transaction. Cabot Noble
confirms that no securities of Cabot Noble have been issued or sold pursuant
to the Registration Statement.
Cabot Noble respectfully requests that the Securities and Exchange
Commission consent to the withdrawal of the Registration Statement, effective
as of the earliest practicable date.
Very truly yours,
CABOT NOBLE, INC.
By: /s/ John R. Ficarro
--------------------------
John R. Ficarro
Senior Vice President
cc: Rebecca A. Bohland, Esq. (SEC)
Thomas A. Cole, Esq.
Morris F. DeFeo, Jr. Esq.
Randall J. Erickson, Esq.
Richard D. Schepp, Esq.
