-----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, RqVZyeKuareqV4vUkWqGFPNF2qgAcoVZ68FCXMJWNuF5EB0AJG70HfPMCZX14hSs Bjs7lcZRSisiakL9dsJ72A== 0000950123-11-011014.txt : 20110209 0000950123-11-011014.hdr.sgml : 20110209 20110209162110 ACCESSION NUMBER: 0000950123-11-011014 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110209 DATE AS OF CHANGE: 20110209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MERCURY FINANCIAL CORP CENTRAL INDEX KEY: 0000929186 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 383164336 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-159255 FILM NUMBER: 11587387 BUSINESS ADDRESS: STREET 1: 29621 NORTHWESTERN HWY STREET 2: PO BOX 5096 CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 8103584010 MAIL ADDRESS: STREET 1: 29621 NORTHWESTERN HGWY STREET 2: PO BOX 5096 CITY: SOUTHFIELD STATE: MI ZIP: 48086 RW 1 k50041rw.htm RW rw
[FIRST MERCURY LETTERHEAD]
February 9, 2011
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re:       First Mercury Financial Corporation
Application for Withdrawal of Registration Statement on Form S-3 (File No. 333-159255)
Ladies and Gentlemen:
First Mercury Financial Corporation, a Delaware corporation (the “Company”), hereby requests that its Registration Statement on Form S-3 (File No. 333-159255), originally filed with the Securities and Exchange Commission (the “Commission”) on May 15, 2009 (the “Registration Statement”), registering up to (i) $125,000,000 of common stock, debt securities, preferred stock, depositary shares, warrants to purchase debt securities, warrants to purchase common stock, warrants to purchase preferred stock, share purchase contracts and stock purchase units of the Company in a primary offering and (ii) $1,961,459 of common stock of the Company in a secondary offering, together with all exhibits thereto, be withdrawn, with such withdrawal to be effective as of the date hereof pursuant to Rule 477 under the Securities Act of 1933, as amended.
On February 9, 2011, the Company completed its merger with Fairfax Investments III USA Corp. (“Merger Sub”), a Delaware corporation and an indirect wholly-owned subsidiary of Fairfax Financial Holdings Limited (“Fairfax”), a Canadian corporation, pursuant to the Agreement and Plan of Merger, dated as of October 28, 2010, among Fairfax, Merger Sub and the Company, as amended on December 30, 2010. As a result of the merger, Merger Sub merged with and into the Company and the Company is now an indirect wholly-owned subsidiary of Fairfax. The Company intends to file a Form 15 with the Securities and Exchange Commission to terminate its duty to file reports under the Securities Exchange Act of 1934, as amended. As a result, the Company is requesting withdrawal of the Registration Statement. No securities were sold pursuant to the Registration Statement.
If you have any questions regarding the foregoing application for withdrawal, please telephone Heidi Steele of McDermott, Will & Emery LLP, counsel to the Company, at (312) 984-3624.
         
  Very truly yours,

FIRST MERCURY FINANCIAL CORPORATION
 		  
  By:   /s/ Richard H. Smith    
    Name:   Richard H. Smith  
    Title:   Chairman, President and Chief Executive Officer  
 

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