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NATIONS FLOORING, INC.
April 1, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Application for Withdrawal of Registration Statement
of Nations Flooring, Inc. on Form S-1 (the
"Registration Statement"), SEC File No. 333-19871
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Dear Sirs:
Pursuant to Rule 477 of Regulation C under the Securities
Act of 1933, as amended, Nations Flooring, Inc. (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requests that the above-referenced Registration Statement be withdrawn and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"), in an underwritten public offering (the "Offering"), for the
Company's account. At the present time, the Company has determined that it can
not effect the Offering at a price per share of Common Stock consistent with
the value it believes the Common Stock to be worth. Accordingly, the Company
has decided to abandon the Offering and instead seek private financing on
terms it believes will be more favorable to the Company and its stockholders.
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,
NATIONS FLOORING, INC.
By: /s/ Philip A. Herman
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Philip A. Herman
Chairman of the Board
and President
cc: H. Christopher Owings, Esq.
Terry Hatfield
Patricia Woodbury
Jennifer Hardy
David Ryan
100 MAIDEN LANE o 17th Floor o NEW YORK, NY 10038 o
Tel: 212-898-8888 o Fax: 212-898-8800
