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[MHM SERVICES, INC. LETTERHEAD]
December 19, 1997
BY EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Amy Metlzer Starr
RE: MHM SERVICES, INC. - WITHDRAWAL OF REGISTRATION STATEMENT
Ladies and Gentleman:
Pursuant to Rule 477 of the Securities Act of 1933, as amended, please
accept this letter as a request for the consent of the Securities and Exchange
Commission (the "Commission") to the withdrawal of the Registration Statement
on Form S-3, File Number 333-1750 (the "Registration Statement"), of MHM
Services, Inc. (the "Company"). The Registration Statement as originally filed
was amended on July 23, 1996, October 11, 1996, and March 12, 1997. The
Registration Statement was filed to permit resales of securities by the holders
thereof and did not include any securities to be sold directly by the Company.
To the best of our knowledge, none of the selling stockholders has sold any
securities under the Registration Statement. Such withdrawal is consistent with
the public interest and the protection of investors for the following reason.
On November 21, 1997, the New Jersey Superior Court entered summary judgment
against the Company and in favor of MEDIQ Incorporated. The adverse decision
dismisses the Company's suit against MEDIQ to set aside the Company's
Promissory Note in favor of MEDIQ in the original principal amount of $11.5
million. The Company is currently pursuing several alternatives, including the
possibility of filing for reorganization under Chapter 11 of the bankruptcy
laws. Given the potential financial impact of the court's decision, the Company
has determined that it is in the best interest of the stockholders for the
Company to withdraw the Registration Statement so that management can focus its
time and financial resources on resolving issues related to the MEDIQ lawsuit.
The Company does not intend to pursue registration of the securities covered by
the Registration Statement at this time.
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Securities and Exchange Commission
December 19, 1997
Page Two
If you have any questions regarding this application, please contact the
undersigned at (703)749-4610 or the Company's legal counsel, Ellen C. Grady of
Shaw Pittman Potts & Trowbridge at (703) 790-7946.
Sincerely,
MHM Services, Inc.
By: MICHAEL S. PINKERT
----------------------
Michael S. Pinkert
President and Chief Executive Officer
MSP:psc
cc: Carol Stacey, Mail Stop 7-6
Nathan Cheney, Mail Stop 4-10
Joseph K. Pascale, Mail Stop 7-7
Shelley Parratt, Mail Stop 7-6
Ellen C. Grady, Esq.
