June 13, 2000
VIA EDGAR
Filing Desk
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Mail-Well, Inc. Registration Statement on Form S-3 Filed August 4,
1998 (File No. 333-60595)
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Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the
"Act"), the undersigned registrant, Mail-Well, Inc. (the "Company"), hereby
requests the Commission's consent to withdraw the above-referenced
Registration Statement.
The Company was contractually obligated to file the Registration
Statement in order to register for resale certain of those shares of the
Company's $.01 par value Common Stock issued in a private placement. In
addition, the Company was obligated to maintain the Registration Statement
effectiveness only until such time as the holders of such shares became
eligible to rely on Rule 144(d) under the Act for the sale of such shares.
As of the date of this letter, the Company is no longer contractually
obligated to maintain the effectiveness of the Registration Statement due to
the expiration of such period.
For the foregoing reasons, the Company respectfully requests that the
Commission grant its request to withdraw the Registration Statement. If you
have any questions or require any additional information, please contact the
undersigned at (303) 397-7407.
Sincerely,
/s/Mark L. Zoeller
Mark L. Zoeller
Assistant General Counsel
MLZ:bcd
