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December 28, 1998
Via EDGAR
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Securities and Exchange Commission
Mail Stop 4-9
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Paula Dubberly, Esq.
Assistant Director
Division of Corporation Finance
Re: Withdrawal of AVC Holding Corp. Registration Statement on Form S-4,
File No. 333-62393
Ladies and Gentlemen:
AVC Holding Corp. desires to withdraw its Registration Statement on Form
S-4 filed in connection with its proposed exchange offer for the common stock of
Advocat Inc. Pursuant to Rule 477 of Regulation C of the General Rules and
Regulations under the Securities Act, we hereby apply for the consent of the
Securities and Exchange Commission (the "Commission") to the withdrawal of the
Registration Statement. We respectfully request that you grant this application
and order the Registration Statement withdrawn pursuant to Rule 477 immediately
or at the earliest practicable date.
The Registration Statement was filed in connection with our unsolicited
exchange offer for the shares of common stock of Advocat Inc. We seek to
withdraw the Registration Statement because, after further diligence and
investigation, we no longer plan to pursue the unsolicited exchange offer for
Advocat Inc. at the present time. We confirm that no securities have been issued
or sold pursuant to the Registration Statement, and we understand that the
registration fee previously paid will not be returned.
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Securities and Exchange Commission
December 28, 1998
Page 2
If you have any questions or comments, please contact either Rick Miller
(404) 572-6787 or Eliot Robinson (404) 572-6785 of Powell, Goldstein, Frazer &
Murphy LLP. OPtherwise, please contact us at your convenience regarding the
granting of the consent to the requested withdrawal.
Very truly yours,
AVC HOLDING CORP.
By: /s/ Francis J. Crosby
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Francis J. Crosby
President and Chief Executive Officer
cc: Nicole M. Maddrey
Essel W. Bailey, Jr.
Rick Miller
Eliot W. Robinson
