4525 Ayers Street
Corpus Christi, TX 78415
(361) 884-2463
www.susser.com
October 12, 2011
VIA EDGAR
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
| RE: | SUSSER HOLDINGS CORPORATION AND CO-REGISTRANTS; POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-3, FILED SEPTEMBER 28, 2011 (FILE NO. 333-162851) FORM AW- APPLICATION FOR WITHDRAWAL |
Ladies and Gentlemen:
Susser Holdings Corporation, a Delaware corporation (the “Company”), Susser Holdings, L.L.C. (“Susser Holdings”), Susser Finance Corporation (“Susser Finance”) and certain direct and indirect subsidiaries of the Company listed on Schedule A hereto (the “Guarantors” and, together with the Company, Susser Holdings and Susser Finance, the “Registrants”), hereby apply, pursuant to Rule 477(a) of the Securities Act of 1933, as amended (the “Securities Act”), to withdraw the above-referenced amendment (the “Post-Effective Amendment”). The Post-Effective Amendment was filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2011.
No securities have been sold or will be sold pursuant to the Post-Effective Amendment. The Post-Effective Amendment is being withdrawn because the Registrants were informed by the SEC staff that the Post-Effective Amendment was insufficient to register shares of the Company’s common stock (the “Shares”) to be sold by selling securityholders . The Company intends to file a new registration statement on Form S-3 to register the Shares of the selling securityholders.
Accordingly, the Registrants hereby respectfully request that the SEC consent to this application on the grounds that withdrawal of the Post-Effective Amendment is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) of the Securities Act.
If you have any questions regarding this application for withdrawal, please do not hesitate to contact Matthew Bloch at Weil, Gotshal & Manges LLP, at (212) 310-8165.
Very truly yours, | ||
Susser Holdings Corporation; | ||
Susser Holdings, L.L.C; | ||
Susser Finance Corporation; and | ||
APT Management Company, LLC, as General Partner of Applied Petroleum Technologies, Ltd | ||
APT Management Company, LLC | ||
C&G Investments, LLC | ||
Corpus Christi Reimco, LLC | ||
GoPetro Transport LLC | ||
Stripes Acquisition LLC | ||
Stripes Holdings LLC | ||
Stripes LLC | ||
Stripes No. 1009 LLC | ||
Susser Financial Services LLC | ||
Susser Petroleum Company LLC | ||
T&C Wholesale, Inc. | ||
TCFS Holdings, Inc. | ||
Town & Country Food Stores, Inc. | ||
By: | /s/ E. V. Bonner, Jr. | |
| E. V. Bonner, Jr. | ||
| Executive Vice President | ||
| Quick Stuff of Texas, Inc. | ||
| By: | /s/ E.V. Bonner, Jr. | |
| E. V. Bonner, Jr. | ||
| President, Secretary and Treasurer | ||
| SSP BevCo I LLC | ||
| SSP BevCo II LLC | ||
| SSP Beverage, LLC | ||
| TND Beverage, LLC | ||
| By: | /s/ E. V. Bonner, Jr. | |
| E. V. Bonner, Jr. | ||
| Manager | ||
Schedule A
Name of Guarantor | Jurisdiction of | |
Applied Petroleum Technologies, Ltd. | Texas | |
APT Management Company, LLC | Texas | |
C&G Investments, LLC | Delaware | |
Corpus Christi Reimco, LLC | Texas | |
GoPetro Transport LLC | Texas | |
Quick Stuff of Texas, Inc. | Texas | |
SSP BevCo I LLC | Texas | |
SSP BevCo II LLC | Texas | |
SSP Beverage LLC | Texas | |
Stripes Acquisition LLC | Texas | |
Stripes Holdings LLC | Delaware | |
Stripes LLC | Texas | |
Susser No. 1009 LLC | Texas | |
Susser Financial Services LLC | Texas | |
Susser Petroleum Company LLC | Texas | |
T&C Wholesale, Inc. | Texas | |
TCFS Holdings, Inc. | Texas | |
TND Beverage, LLC | Texas | |
Town & Country Food Stores, Inc. | Texas | |