November 30, 2000
Via Edgar Transmission and Facsmile
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: PYA/Monarch, Inc.'s Registration
Statement on Form S-1 (File No. 333-40094)
Ladies and Gentlemen:
PYA/Monarch, Inc. (the "Company"), hereby requests to withdraw from
registration, pursuant to Rule 477 of Regulation C of the Securities Act of
1933, as amended, the registration statement on Form S-1 (Registration
Statement No. 333-40094), including all exhibits thereto, filed by the
Company with the Securities Exchange Commission (the "Commission") on June
26, 2000. The Registrant's sole stockholder has determined to sell the
Registrant to a third party, which will preclude the Registrant from
proceeding with a public offering of its common stock. The Registration
Statement was not declared effective by the Commission, and none of the
Company's securities were offered or sold pursuant to the Registration
Statement.
The Company requests that the Commission consent to this application
on the grounds that the withdrawal of the Registration Statement is
consistent with the public interest and the protection of investors, as
contemplated by paragraph (a) of Rule 477.
Please provide the Company a facsimile copy of the order consenting
to the withdrawal of the Registration Statement as soon as it is available.
The facsimile number of the Company is (864) 676-8756. Please also send a
copy to our counsel, Brian W. Duwe of Skadden, Arps, Slate, Meagher & Flom
(Illinois). His fax number is (312) 407-0411.
If you have any questions regarding this request for withdrawal,
please contact Mr. Duwe at (312) 407-0816.
Sincerely,
/s/ Kelly A. Elliot
Vice President & Chief
Financial Officer
