Graubard Miller The Chrysler Building 405 Lexington Avenue NEW YORK, N.Y. 10174-1901 (212) 818-8800 | ||||||
facsimile (212) 818-8881 | direct dial number (212) 818-8638 email address | |||||
jgallant@graubard.com |
August 5, 2009
VIA FEDERAL EXPRESS AND EDGAR
Mr. Thomas Kluck
Mr. Duc Dang
Division of Corporation Finance
Mail Stop 3010
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Capitol Acquisition Corp. |
Proxy Statement on Schedule 14A |
File No. 001-33769 |
Filed June 24, 2009 |
Dear Mr. Kluck:
On behalf of Capitol Acquisition Corp. (the “Company”), we respond as follows to the Staff’s comment letter, dated July 30, 2009, relating to the above-captioned proxy statement on Schedule 14A (“Proxy Statement”). Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.
General
1. | Please note that we are reviewing the registration statement on Form S-4 (File No. 333-160199) filed by Two Harbors Investment Corp., which contains the proxy directed towards your shareholders. Please revise the disclosure in your proxy to ensure it is consistent with the disclosure in the noted registration statement, as amended. |
Duly noted. The Company will not make any subsequent filings with respect to the Proxy Statement until all comments related to the Registration Statement on Form S-4
Securities and Exchange Commission
Page 2
August 5, 2009
(File No. 333-160199) filed by Two Harbors Investment Corp. have been addressed. When all such comments have been addressed, the Company will file its final definitive proxy statement to include the revised material contained in the Registration Statement on Form S-4.
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Very truly yours,
/s/ Jeffrey M. Gallant
Jeffrey M. Gallant
cc: | Mark D. Ein |