GRAHAM PACKAGING COMPANY, L.P.
GPC CAPITAL CORP. I
October 25, 2010
VIA EDGAR
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Re: | | Graham Packaging Company, L.P. |
| | GPC Capital Corp. I and additional registrants |
| | Registration Statement on Form S-4 |
| | File No. 333-167976 |
Mr. Jay Ingram
Ms. Sherry Haywood
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7010
Dear Mr. Ingram and Ms. Haywood:
Graham Packaging Company, L.P., GPC Capital Corp. I and the co-registrants listed on Annex A hereto (collectively, the “Registrants”) hereby submit their request to withdraw from registration, pursuant to Rule 477 under the Securities Act of 1933, as amended, the registration statement on Form S-4 (File No. 333-167976), including all exhibits thereto (the “Registration Statement”), filed by the Registrants with the Securities and Exchange Commission (the “Commission”) on July 2, 2010, and amended on October 5, 2010, with such withdrawal to be effective as of the date hereof or as soon as practicable hereafter.
The Registration Statement is being withdrawn because a determination has been made to register the exchange offers contemplated in Amendment No. 1 to the Registration Statement, filed with the Commission on October 5, 2010 pursuant to the registration statement on Form S-4 (File No. 333-170095) filed by the Registrants on October 22, 2010. The Registration Statement was not declared effective by the Commission and no securities of the Registrant were offered or sold pursuant to the Registration Statement.
Please provide a copy of the order granting withdrawal of the Registration Statement to Richard A. Fenyes of Simpson Thacher & Bartlett LLP, the Registrant’s counsel, by fax at (212) 455-2502. If you have any questions regarding this request for withdrawal, please contact Mr. Fenyes at (212) 455-2812.
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Very truly yours, |
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GRAHAM PACKAGING COMPANY, L.P. |
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By: | | GPC Opco GP, LLC, its general partner |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer |
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GPC CAPITAL CORP. I |
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By: | | /s/ David W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer |
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GRAHAM PACKAGING HOLDINGS COMPANY |
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By: | | BCP/Graham Holdings LLC, its general partner |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Assistant Treasurer |
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GPC SUB GP LLC |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer and Secretary |
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GRAHAM PACKAGING LATIN AMERICA, LLC |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer |
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GRAHAM PACKAGING POLAND, L.P. |
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By: | | GPACSUB LLC, its general partner |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer and Secretary |
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GRAHAM RECYCLING COMPANY, L.P. |
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By: | | GPC Sub GP LLC, its general partner |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer and Secretary |
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GRAHAM PACKAGING FRANCE PARTNERS |
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By: | | Graham Packaging Company, L.P., its partner |
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By: | | GPC Opco GP LLC, its general partner |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer |
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GRAHAM PACKAGING WEST JORDAN, LLC |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer and Secretary |
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GRAHAM PACKAGING ACQUISITION CORP |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer |
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GRAHAM PACKAGING PLASTIC PRODUCTS INC. |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer |
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GRAHAM PACKAGING PET TECHNOLOGIES INC. |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer |
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GRAHAM PACKAGING REGIOPLAST STS INC. |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer and Secretary |
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GRAHAM PACKAGING INTERNATIONAL PLASTIC PRODUCTS INC. |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer |
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GRAHAM PACKAGING LEASING USA LLC |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer |
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GRAHAM PACKAGING COMERC USA LLC |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer |
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GRAHAM PACKAGING CONTROLLERS USA LLC |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer |
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GRAHAM PACKAGING TECHNOLOGICAL SPECIALTIES LLC |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer |
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GRAHAM PACKAGING MINSTER LLC |
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By: | | /s/ David. W. Bullock |
| | Name: David Bullock Title: Chief Financial Officer and Secretary |
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GPACSUB LLC |
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By: | | /s/ David. W. Bullock |
| | Name: David Bullock Title: Chief Financial Officer and Secretary |
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GRAHAM PACKAGING GP ACQUISITION LLC |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer and Vice Chairman |
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GRAHAM PACKAGING LP ACQUISITION LLC |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer and Vice Chairman |
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WCK-L HOLDINGS, INC. |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer and Vice Chairman |
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LIQUID CONTAINER INC. |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer and Vice Chairman |
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CPG-L HOLDINGS, INC. |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer and Vice Chairman |
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GRAHAM PACKAGING LC, L.P. |
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By: Liquid Container Inc., its General Partner |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer and Vice Chairman |
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GRAHAM PACKAGING PX HOLDING CORPORATION |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer and Vice Chairman |
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GRAHAM PACKAGING PX, LLC |
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| | By: Graham Packaging PX Holding Corporation, its Sole Member |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer and Vice Chairman |
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GRAHAM PACKAGING PX COMPANY |
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By: | | Graham Packaging PX Holding Corporation, its partner |
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By: | | Graham Packaging PX, LLC, its partner |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer |
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By: | | /s/ David. W. Bullock |
| | Name: David W. Bullock Title: Chief Financial Officer |
ANNEX A
Graham Packaging Holdings Company
GPC Sub GP LLC
Graham Packaging Latin America, LLC
Graham Packaging Poland, L.P.
Graham Recycling Company, L.P.
Graham Packaging France Partners
Graham Packaging West Jordan, LLC
Graham Packaging Acquisition Corp.
Graham Packaging Plastic Products Inc.
Graham Packaging PET Technologies Inc.
Graham Packaging Regioplast STS Inc.
Graham Packaging International Plastic Products Inc.
Graham Packaging Leasing USA LLC
Graham Packaging Comerc USA LLC
Graham Packaging Controllers USA LLC
Graham Packaging Technological Specialties LLC
Graham Packaging Minster LLC
GPACSUB LLC
Graham Packaging GP Acquisition LLC
Graham Packaging LP Acquisition LLC
CPG-L Holdings, Inc.
Liquid Container Inc.
Graham Packaging LC, L.P.
Graham Packaging PX Holding Corporation
Graham Packaging PX, LLC
Graham Packaging PX Company
WCK-L Holdings, Inc.