American Country Holdings Inc.
222 N. LaSalle Street
Chicago, Illinois 60601
August 4, 1998
VIA EDGAR SUBMISSION
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D. C. 20549
Re: American Country Holdings Inc.
Registration Statement on Form S-3
FILE NO. 333-52293
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of
1933, as amended, American Country Holdings Inc. (the "Company")
hereby requests the withdrawal of its Registration Statement on Form
S-3 (File No. 333-52293) (the "Registration Statement") filed with the
Commission on May 11, 1998. The Company originally intended to offer
(the "Offer") the holders of its issued and outstanding Common Stock
Purchase Warrants (the "Old Warrants") the opportunity to receive,
upon the exercise of each such warrant and the payment of the $4.00
per warrant ($1.83 per share) exercise price, 2.19 shares of the
Company's common stock (the "Common Stock") and 2.19 Class A
Redeemable Common Stock Purchase Warrants in lieu of the 2.19 shares
of Common Stock otherwise issuable upon such exercise. The Company
planned to use the proceeds of the Offer to reduce the outstanding
balance due under a credit agreement. However, since the time the
Registration Statement was filed with the Commission, the trading
price of the Common Stock, which had been $2.12 on May 7, 1998, has
declined, and at times, has been below the $1.83 per share exercise
price of the Old Warrants. The Company believes that, as a result of
the decline in the trading price of the Common Stock, significantly
fewer holders would exercise their Old Warrants pursuant to the Offer
than originally anticipated and, consequently, that the diminished
proceeds to be received by the Company from the Offer would not be
sufficient enough, in light of the expenses of the Offer, to merit
undertaking the Offer. The Board of Directors of the Company
therefore determined not to proceed with the Offer and to request the
withdrawal of the Registration Statement.
Please acknowledge your consent to the Company's request by
entering an order for the withdrawal of the Registration Statement in
the file for the Registration Statement.<PAGE>
Securities and Exchange Commission
August 4, 1998
Page 2
With respect to the Staff s comment letter dated June 19, 1998
relating to the Registration Statement, the Company intends to respond
within the next two weeks to the Staff s comments relating to the
Company s Form 10-K for the year ended December 31, 1997, Form 10-Q
for the three months ended March 31, 1998 and Form 8-K dated July 29,
1997.
If you would like to discuss the matters set forth herein any
further, please contact Stuart Goodman of Schiff Hardin & Waite,
counsel to the Company, at (312) 258-5711.
Very truly yours,
/s/Edwin W. Elder
-------------------------------
Edwin W. Elder
EXECUTIVE VICE PRESIDENT AND
CHIEF OPERATING OFFICER
cc: (all via Federal Express)
Mary Brooks Fraser, Esq.
Karen J. Garnett, Esq.
Ms. Clair DeLabar
Ms. Carol Stacy
Stuart L. Goodman, Esq.
bcc: Mr. Martin L. Solomon
Mr. William J. Barrett<PAGE>
