UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM RW
REQUEST FOR WITHDRAWAL OF REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Date of report: September 16, 1998
Superior Holdings, Inc.
(Commission file number: 0-24237)
(Exact names of registrants as specified in their charters)
Colorado 05-0485447
(State of Incorporation of registrant) (I.R.S. Employer Identification No.)
360 Thames Street
Newport, Rhode Island 02840
(Address of principal executive office)
(401) 841-9444
(Registrant's telephone number)
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NARRATIVE
Superior Holdings, Inc. (the "Company") requests that the Commission
permit the withdrawal of the Form 10SB12G Registration Statement, file
number 0-24237, which was filed May 14, 1998. The Company no
longer intends to pursue the registration of its common equity covered
by the Registration Statement. See letter dated September 16, 1998 to
Branch Chief of the Securities and Exchange Commission, attached as
an exhibit hereto.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf
by the undersigned thereunto duly authorized.
SUPERIOR HOLDINGS, INC.
Date: September 16, 1998 By: /s/ Mark T. Thatcher
Mark T. Thatcher
Vice President, General Counsel
and Secretary
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Exhibit
September 16, 1998
Office of Small Business Policy
Division of Corporation Finance
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
Enclosed herewith for filing please find one Form RW
Statement to Withdraw a Registration Statement, filed pursuant
to Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act"), on behalf of Superior Holdings, Inc.
(the "Registrant"), whose corporate address is as follows:
C/O Mark T. Thatcher, Esq.
Superior Holdings, Inc.
360 Thames Street
Newport, RI 02840
(401) 841-9444
Please be advised that this Form RW is being filed pursuant
to Comment No. 38 of the Staff's July 22 letter. At the
time of filing of Form 10SB12G, the Registrant presumed
that Mr. Werner (officer and director of the Registrant)
would be offered a settlement in the Aqua Buoy matter
by consent decree that would not bar him from serving as
an officer and director of a Section 12 issuer. Since that
time, the Northeast Regional Office of the S.E.C.
determined that they would be unable to offer a settlement
on those terms and would instead be forced to seek at least
a five (5) year bar from serving. Therefore, in light of
on-going developments in the S.E.C. v. Chester Holdings,
Inc. et. al., Mr. Werner and my office have agreed to
totally divest his interest in the Registrant and withdraw
the Form 10SB12G.
Please do not hesitate to contact my office with any questions
regarding this filing. Thank you for your assistance with
respect to your review.
Respectfully,
/s/ Mark T. Thatcher, Esq.
MARK T. THATCHER, P.C.
cc: Gerald A. Gross,
Staff Attorney
S.E.C., Northeast Regional Office
