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[HECHINGER COMPANY LETTERHEAD]
October 21, 1994
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
RE: Application for Withdrawal of Hechinger Company
Registration Statement on Form S-3 (No. 33-55569)
Ladies and Gentlemen:
Hechinger Company, a Delaware corporation (the "Company"), pursuant to Rule 477
promulgated under the Securities Act of 1933, as amended, hereby applies to
withdraw its Registration Statement on Form S-3 (No. 33-55569) covering
5,750,000 shares of the Company's Class A Common Stock which was filed with the
Commission on September 21, 1994.
The Company has filed this application to withdraw the Registration Statement
because the Company believes that given the current market price of the
Company's Class A Common Stock, which has declined since the filing of the
Registration Statement, it is not in the best interests of the Company to
proceed with the public offering at this time.
Please direct any inquiries regarding this application to counsel for the
Company, Stephen W. Hamilton, at (202) 371-7010.
Please acknowledge receipt of this letter by stamping the enclosed letter
and returning it to our messenger.
Very truly yours,
HECHINGER COMPANY
/s/ W. CLARK McCLELLAND
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W. Clark McClelland
Executive Vice President
Chief Financial Officer
WCM/cwb
Enclosure
cc: Robert F. Bartelmes
Branch Chief
