0000931763-98-003248RW AVC HOLDING CORP 19981228199812281723111722441722440 0000931763-98-003248 RW 1 19981228 AVC HOLDING CORP 0001068955 8051 582409489 DE 1231 RW NE 333-62393 98776539 6600 PEACHTREE DUNWOODY ROAD 400 EMBASSY ROW, SUITE 410 ATLANTA GA 30328 7706680142 6600 PEACHTREE DUNWOODY ROAD 400 EMBASSY ROW, SUITE 410 ATLANTA GA 30328 RW 1 AVC HOLDING INC. WITHDRAWAL REQUEST December 28, 1998 Via EDGAR --------- Securities and Exchange Commission Mail Stop 4-9 450 Fifth Street, N.W. Washington, DC 20549 Attn: Paula Dubberly, Esq. Assistant Director Division of Corporation Finance Re: Withdrawal of AVC Holding Corp. Registration Statement on Form S-4, File No. 333-62393 Ladies and Gentlemen: AVC Holding Corp. desires to withdraw its Registration Statement on Form S-4 filed in connection with its proposed exchange offer for the common stock of Advocat Inc. Pursuant to Rule 477 of Regulation C of the General Rules and Regulations under the Securities Act, we hereby apply for the consent of the Securities and Exchange Commission (the "Commission") to the withdrawal of the Registration Statement. We respectfully request that you grant this application and order the Registration Statement withdrawn pursuant to Rule 477 immediately or at the earliest practicable date. The Registration Statement was filed in connection with our unsolicited exchange offer for the shares of common stock of Advocat Inc. We seek to withdraw the Registration Statement because, after further diligence and investigation, we no longer plan to pursue the unsolicited exchange offer for Advocat Inc. at the present time. We confirm that no securities have been issued or sold pursuant to the Registration Statement, and we understand that the registration fee previously paid will not be returned. Securities and Exchange Commission December 28, 1998 Page 2 If you have any questions or comments, please contact either Rick Miller (404) 572-6787 or Eliot Robinson (404) 572-6785 of Powell, Goldstein, Frazer & Murphy LLP. OPtherwise, please contact us at your convenience regarding the granting of the consent to the requested withdrawal. Very truly yours, AVC HOLDING CORP. By: /s/ Francis J. Crosby ----------------------------------------- Francis J. Crosby President and Chief Executive Officer cc: Nicole M. Maddrey Essel W. Bailey, Jr. Rick Miller Eliot W. Robinson