___________________________________
) APPLICATION FOR
) WITHDRAWAL OF
In the Matter of ) REGISTRATION
) STATEMENT
FAMILY BARGAIN CORPORATION )
) Pursuant to Rule 477
(File No. 333-09853) ) Under The Securities
) Act of 1933, as
) Amended
___________________________________)
FAMILY BARGAIN CORPORATION (the "Company") hereby
applies for an order of the Securities and Exchange Commission (the
"Commission") pursuant to Rule 477 under the Securities Act of 1933,
as amended, granting the Company's request for withdrawal of the Company's
Registration Statement on Form S-2 (File No. 333-09853) filed with the
Commission on August 9, 1996 (as amended, the "Registration Statement").
The Registration Statement relates to an underwritten
public offering by the Company of Convertible Subordinated Debentures due
2006. The Company has decided, due to public market conditions and on the
advice of its investment bankers, to withdraw its offering and hereby
requests immediate withdrawal of the Registration Statement. Withdrawal of
the Registration Statement is consistent with the public interest and
the protection of investors. Although preliminary prospectuses related
to the securities which are the subject of this Registration Statement
were distributed, the Company confirms that none of these securities
were sold.
All notices and orders issued pursuant to this Application
should be directed to the undersigned at 4000 Ruffin Road, San
Diego, California, 92123-1866 (telephone 619-627-1800, facsimile 619-637-4180)
with a copy to David W. Bernstein, Esq., Rogers & Wells, 200 Park
Avenue, New York, New York 10166 (telephone 212-878-8000, facsimile
212-878-8375).
FAMILY BARGAIN CORPORATION
Dated: January 22, 1997 By: /s/ Jeffrey C. Gerstel
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Name: Jeffrey C. Gerstel
Title: Executive Vice President, Finance
(Principal Financial and
Accounting Officer)
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