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Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
(312) 558-5600
July 17, 1998
Ms. Paula Dubberly
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 4-9
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Prime Capital Investment Corp. (Issuer File No. 333-37343)
Application for Withdrawal of Registration Statement
Dear Ms. Dubberly:
We are legal counsel to Prime Capital Investment Corp., a Maryland
Corporation ("Prime Capital") and have been authorized by Prime Capital to make
the various factual representations contained in this letter.
This application is made on behalf of Prime Capital pursuant to Rule 477
under the Securities Act of 1933, as amended, for withdrawal of Prime Capital's
registration statement (the "Registration Statement") on Form S-11 (Reg. No.
333-37343, filed on October 7, 1997).
The withdrawal requested hereby is being sought for the following reasons:
(a) Prime Capital has determined, after advice and consultation with its
underwriter regarding the current state of the public markets, that it is not in
the best interests of Prime Capital to offer or sell its securities at this
time; (b) the Registration Statement has not been declared effective by the
Securities and Exchange Commission (the "Commission"); and (c) it would be
unnecessarily burdensome and expensive for Prime Capital to continue with an
initial public offering of its common stock. No securities have been sold
pursuant to The Registration Statement.
On the basis of the foregoing, Prime Capital respectfully requests that the
Commission grant its application to withdraw the Registration Statement.
Should you have any questions or require anything further, please contact
Wayne D. Boberg at (312) 558-5882 or F. Ellen Duff at (312) 558-5891.
Yours sincerely,
/s/ Wayne D. Boberg
Wayne D. Boberg
Winston & Strawn
