WAHLCO ENVIRONMENTAL SYSTEMS INC
15-12B, 1999-01-27
SHEET METAL WORK
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<PAGE>
 
                                    FORM 15
      [As adopted in Release No. 34-20784, March 22, 1984, 49 F.R. 12688.]

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                    FORM 15

Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 and Suspension of Duty to File Reports Under
         Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                        Commission File Number: 1-10478

                       Wahlco Environmental Systems, Inc.
             (Exact name of registrant as specified in its charter)

  3600 West Segerstrom Avenue, Santa Ana, California 92704-6495 (714) 979-7300
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                         Common Stock, $0.01 par value
            (Title of each class of securities covered by this Form)

                                      None
  (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

        Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

        Rule 12g-4(a)(l)(i)   [X]              Rule 12h-3(b)(1)(ii)    [_]
        Rule 12g-4(a)(1)(ii)  [_]              Rule 12h-3(b)(2)(i)     [_]
        Rule 12g-4(a)(2)(i)   [_]              Rule 12h-3(b)(2)(ii)    [_]
        Rule 12g-4(a)(2)(ii)  [_]              Rule 15d-6              [_]
        Rule 12h-3(b)(1)(i)   [X]


     Approximate number of holders of record as of the certification or notice
date: one (1)

     Pursuant to the requirements of the Securities Exchange Act of 1934, Wahlco
Environmental Systems, Inc. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.

Date: January 13, 1999                  By: /s/ Daniel S. Tedone
                                            --------------------------
                                            Daniel S. Tedone,
                                            Chief Financial Officer


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