-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ix3JOL4s8G8+f/ljanpgiYv23PwWtsBwBOgYrOJF3eTd0zs10BM8DfrxTgiqhwOi +S6ELMUFQUhGMi8YoO+6Ug== 0000950129-05-000666.txt : 20050128 0000950129-05-000666.hdr.sgml : 20050128 20050128100429 ACCESSION NUMBER: 0000950129-05-000666 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050128 DATE AS OF CHANGE: 20050128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCURY AIR GROUP INC CENTRAL INDEX KEY: 0000052532 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 111800515 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-104932 FILM NUMBER: 05556000 BUSINESS ADDRESS: STREET 1: 5456 MCCONNELL AVE CITY: LOS ANGELES STATE: CA ZIP: 90066 BUSINESS PHONE: 3106462994 FORMER COMPANY: FORMER CONFORMED NAME: IPM TECHNOLOGY INC DATE OF NAME CHANGE: 19891225 FORMER COMPANY: FORMER CONFORMED NAME: IDEAL PRECISION METER CO INC DATE OF NAME CHANGE: 19690911 FORMER COMPANY: FORMER CONFORMED NAME: PRECISION METER CO INC DATE OF NAME CHANGE: 19670906 RW 1 a05059rwrw.htm MERCURY AIR GROUP, INC. - REG. NO. 333-104932 rw
 

January 28, 2005

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         
  Re:   Mercury Air Group, Inc.
Form RW – Application for Withdrawal

Ladies and Gentlemen:

     Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as amended, Mercury Air Group, Inc., a Delaware corporation (the “Registrant”) hereby applies for an order granting the immediate withdrawal of its Registration Statement on Form S-3, File No. 333-104932, together with all exhibits thereto (the “Registration Statement”). The Registration Statement was originally filed with the Securities Exchange Commission on May 3, 2003.

     The Registration Statement was initially filed in order to comply with contractual requirements accorded J.H. Whitney Mezzanine Fund, L.P. (“WMF”), with respect to common stock to be issued upon exercise of a certain warrant issued to WMF. However, because the Registrant lost its S-3 eligibility in October 2003 due to the late filing of certain financial reports, and because the contractual obligations to WMF’s successor have lapsed, the Registrant is withdrawing its Registration Statement.

     The Registration Statement has never been declared effective, and no shares have been sold pursuant to the Registration Statement. Should you have any questions regarding this matter, please do not hesitate to contact James R. Stern, legal counsel to the Registrant, at (312) 332-6405, or the undersigned at (310) 827-2737.

Sincerely,

MERCURY AIR GROUP, INC.

/s/ Wayne Lovett

Wayne Lovett, General Counsel

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