-----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, HK/cvGRpABzgRiLeoJuop7OvKaq47NdZL7/WGIiihvez0u1LoHVUJZ3JDac5XnO2 yYbTo1ajSwX6rfmWHxYOjQ== 0000950103-09-001512.txt : 20090625 0000950103-09-001512.hdr.sgml : 20090625 20090625091741 ACCESSION NUMBER: 0000950103-09-001512 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090625 DATE AS OF CHANGE: 20090625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RUBY TUESDAY INC CENTRAL INDEX KEY: 0000068270 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 630475239 STATE OF INCORPORATION: GA FISCAL YEAR END: 0603 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-159413 FILM NUMBER: 09908544 BUSINESS ADDRESS: STREET 1: 150 W CHURCH ST CITY: MARYVILLE STATE: TN ZIP: 37801 BUSINESS PHONE: 2053443000 MAIL ADDRESS: STREET 1: 150 W CHURCH ST CITY: MARYVILLE STATE: TN ZIP: 37801 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON RESTAURANTS INC/ DATE OF NAME CHANGE: 19930923 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON RESTAURANTS INC DATE OF NAME CHANGE: 19930923 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON INC /DE/ DATE OF NAME CHANGE: 19920703 RW 1 dp13932_rw.htm FORM RW
 
   
Ruby Tuesday, Inc.
   
150 West Church Avenue
   
Maryville, Tennessee 37801
     
     
June 25, 2009
 
Mr. Matthew Spitzer
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549


 
Re:
Ruby Tuesday, Inc. (the “Company”) File No. 333-159413 Form RW – Application for Withdrawal
 
Ladies and Gentlemen:

Pursuant to Rule 477(a) promulgated under the Securities Act
of 1933, as amended, Ruby Tuesday, Inc., a Georgia corporation, hereby applies for an order granting the immediate withdrawal of its Registration Statement on Form S-1, File No. 333-159413, together with all exhibits and amendments thereto (the “Registration Statement”).  The Registration Statement was originally filed with the Securities and Exchange Commission on May 22, 2009.

Pursuant to the Registration Statement, the Company proposed to register securities with a proposed maximum aggregate offering price of $300,000,000, for issuance to the public.  No securities have been sold under the Registration Statement.  The Company is now eligible to file on Form S-3 and accordingly, we hereby request that an order granting the withdrawal of the Registration Statement be issued by the Securities and Exchange Commission as soon as possible.

Should you have any questions regarding this matter, please do not hesitate to contact the undersigned at (865) 379-5700, or Richard A. Drucker of Davis Polk & Wardwell LLP, legal counsel to the Company, at (212) 450-4000.


 

Sincerely,
  
   
Ruby Tuesday, Inc.
  
     
     
By:
/s/ Scarlett May
  
 
Name:    Scarlett May
  
 
Title:      Vice President, General Counsel and Secretary
 



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