May 9, 2000
VIA EDGAR AND FACSIMILE (202) 942-9648
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549
Southern States Cooperative, Incorporated/
Southern States Capital Trust II/
Registration Statement on Form S-1/
Registration Statement on Form 8-A
(File Nos. 333-69265 and 333-69265-02)
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, the
undersigned registrants, Southern States Cooperative, Incorporated, a Virginia
corporation ("Southern States") and Southern States Capital Trust II, a Delaware
business trust (the "Southern States Capital Trust"), hereby request the
Commission's consent to withdraw the above-referenced registration statement on
Form S-1 (filed on December 18, 1998, as amended May 11, 1999, August 9, 1999
and February 7, 2000), as well as the registration statement on Form 8-A, filed
by the undersigned registrants on December 21, 1998, pursuant to section 12(b)
of the Securities Exchange Act of 1934.
No securities have been offered or sold pursuant to either of these
registration statements.
This request is made because the Company has concluded that market
conditions do not currently permit an offering of the proposed securities on
terms acceptable to the registrants.
The Company believes that withdrawal of the registration statement is
consistent with the public interest and the protection of investors.
Accordingly, the undersigned registrants respectfully request that the
Commission grant their request to withdraw the registration statement.
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Securities and Exchange Commission
May 9, 2000
Page 2 of 2
If you have questions or comments about the foregoing, please call me
at (804) 281-1331 or F. Claiborne Johnston, Jr. of Mays & Valentine, L.L.P. at
(804) 697-1214.
Sincerely yours,
SOUTHERN STATES COOPERATIVE, INCORPORATED
/s/ Jonathan A. Hawkins
Jonathan A. Hawkins
Senior Vice President and Chief Financial Officer
SOUTHERN STATES CAPITAL
TRUST II
/s/ Jonathan A. Hawkins
Jonathan A. Hawkins
Administrative Trustee
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