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Allied Digital Technologies Corp.
140 Fell Court
Hauppauge, New York 11788
August 28, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Att: H. Christopher Owings
Assistant Director
Re: Allied Digital Technologies Corp.
Registration Statement on Form S-2
(File No. 333-56173)
Dear Mr. Owings:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, Allied
Digital Technologies Corp. (the "Company") hereby makes application to the
Commission for withdrawal of the above-referenced Registration Statement, and
all amendments filed with respect thereto.
Because the Company and JP Morgan could not agree on certain conditions related
to the contemplated financing, the Company explored certain other financing
alternatives and elected to finance the merger with Analog Acquisition Corp.
from loans proposed to be arranged through a syndicate of banks which may be led
by Fleet National Bank or a comparable financial institution and Citicorp
Mezzanine Partners, L.P. Additional disclosure has been added to the Company's
Proxy Statement on Schedule 14A (File No. 1-13580) to reflect this change in
financing. Therefore, the Company will not seek to have the Registration
Statement on Form S-2 declared effective and hereby requests that it should be
withdrawn.
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Please notify us of the consent of the Commission for withdrawal of
the Registration Statement by contacting the undersigned at the above address,
with copies to Alon Y. Kapen, Esq., Warshaw Burstein Cohen Schlesinger & Kuh,
LLP and Edward J. Yocum, Esq., Morgan Lewis & Bockius LLP, 101 Park Avenue, New
York, New York 10178.
Sincerely,
/s/ Charles A. Mantione
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Charles A. Mantione
Chief Financial Officer
cc: Alon Y. Kapen, Esq.
Edward J. Yocum, Esq.
