GENMAR
HOLDINGS, INC.
December 8, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Re: Application for Withdrawal of (i) Registration Statement on
Form S-1 (No. 333-85447) and (ii) Registration Statement on
Form 8-A (No. 000-27651), of Genmar Holdings, Inc.
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Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended
(the "Securities Act") and Rule 12d2-2 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), application hereby is made by Genmar
Holdings, Inc., a Delaware corporation (the "Company"), to withdraw the
following:
(a) the Registration Statement on Form S-1 (No. 333-85447), filed by
the Company with the Securities and Exchange Commission (the "Commission"),
together with Amendment No. 1 and all exhibits thereto (the "S-1 Registration
Statement"), relating to the proposed initial public offering (the "Offering")
of shares of common stock, par value $0.01 per share, of the Company (the
"Shares"). None of the Shares covered by the S-1 Registration Statement have
been sold by the Company pursuant to the S-1 Registration Statement.
(b) the Registration Statement on Form 8-A (No. 000-27651), filed by
the Company with the Commission, relating to Shares (the "8-A Registration
Statement").
The basis upon which this application for withdrawal is made is as
follows:
The Company is currently engaged in discussions with certain parties
which could result in transactions that would have a material impact on the
Company. The Company has consequently concluded that it is not in the best
612-339-7600 Fax 612-337-1930
100 South Main Street, Suite 2400
Minneapolis, Minnesota 55402
NY2:\852583\01\$9%V01!.DOC\47650.0010
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Securities and Exchange Commission
December 8, 1999
Page 2
interests of the Company or its stockholders to proceed with the Offering at
this time.
Accordingly, the Company respectfully requests the Commission to (i)
grant the application of the Company to have (1) the S-1 Registration Statement
withdrawn pursuant to Rule 477 under the Securities Act, and (2) the 8-A
Registration Statement withdrawn pursuant to Rule 12d2-2 under the Exchange Act
and (ii) issue an appropriate order to be included in each of the files for the
S-1 Registration Statement (No. 333-85447) and the 8-A Registration Statement
(No. 000-27651) to the effect that the S-1 Registration Statement and the 8-A
Registration Statement, respectively, have been "Withdrawn upon the request of
the Registrant, the Commission consenting thereto."
Very truly yours,
GENMAR HOLDINGS, Inc.
/s/ Mary P. McConnell
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By: Mary P. McConnell
General Counsel
cc: Securities and Exchange Commission
Mr. Patrick Grosso
The Nasdaq Stock Market, Inc.
Ms. Marcia Brown
