AECOM MERGER CORPORATION
555 South Flower Street, Suite 3700
Los Angeles, California 90071
(213) 593-8000
April 11, 2003
U.S. Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Attention: Elaine Wolf
Re: AECOM Merger Corporation
Registration Statement on Form S-1 (File No. 333-85252)
Ladies and Gentlemen:
On behalf of AECOM Merger Corporation (the “Company”) and pursuant to Rule 477 of the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests the withdrawal of its Registration Statement on Form S-1 (File No. 333-85252), filed on March 29, 2002 and amended on June 21, 2002 and July 2, 2002 (the “Registration Statement”).
In light of current market conditions, the Company has determined not to proceed with the offering contemplated by the Registration Statement at this time. No securities have been sold pursuant to the Registration Statement. The Company may undertake a subsequent private offering of equity securities in the future in reliance on Rule 155(c) of the Securities Act.
If you have any questions regarding this, please do not hesitate to contact me or Richard A. Boehmer, Esq. (213-430-6643) of O’Melveny & Myers LLP.
Sincerely, AECOM MERGER CORPORATION |
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By: | | /s/ GLENN ROBSON
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Name: | | Glenn Robson |
Title: | | Chief Financial Officer |