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RAGAR CORP.
100 MAIDEN LANE
NEW YORK, NEW YORK 10038
January 13, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Application for Withdrawal of Registration Statement of Ragar
Corp. on Form S-1 (the "Registration Statement"), SEC File
No. 33-80745
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Dear Sirs:
Pursuant to Rule 477 of Regulation C under the Securities Act of
1933, as amended, Ragar Corp. (the "Company") hereby requests that the
above-referenced Registration Statement be withdrawn and further requests
that the Securities and Exchange Commission consent to such withdrawal. This
will confirm that no offers or sales of securities have been effected
pursuant to such Registration Statement.
The Company filed the Registration Statement to register shares of
the Company's common stock, par value $.001 per share (the "Common Stock"),
for the account of certain selling stockholders (the "Selling Stockholders").
Currently, the Company is in the process of seeking to effect an underwritten
public offering of Common Stock for the Company's own account. In connection
with the underwritten offering, the Company and the prospective underwriters
have agreed that it is desirable that the Company request withdrawal of the
Registration Statement to avoid any confusion concerning the Common Stock
being sold at this time. In connection with such offering, the Company
anticipates obtaining lockup agreements from a significant portion of the
Selling Stockholders and may, at some later date, file a registration
statement on their behalf.
We would appreciate your calling Andrew J. Levinson at (212)
344-5500 should you have any questions or require further information.
Kindly acknowledge receipt of this letter by stamping the enclosed
copy and returning it in the enclosed postage prepaid envelope.
Very truly yours,
RAGAR CORP.
By: /s/ Philip A. Herman
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Philip A. Herman
Chairman of the Board
and President
cc: William C-L Friar, Esq.
Barry McCarty, Esq.
Bob Seabolt
Mark D. Coller, Esq.
