GRAHAM PACKAGING COMPANY, L.P.
2401 PLEASANT VALLEY ROAD
YORK, PENNSYLVANIA 17402
(717) 849-8500
April 10, 2003
Steven C. Duvall
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549-0405
Re: Graham Packaging Company, L.P., GPC Capital Corp. I and
GPC Capital Corp. II Registration Statement on Form S-1
(File No. 333-89430)
Dear Mr. Duvall:
Reference is made to the above registration statement (the "Registration
Statement") filed on May 30, 2002 and amended on June 27, 2002 and July 10,
2002. Graham Packaging Company, L.P., GPC Capital Corp. I and GPC Capital Corp.
II (collectively, the "Registrants") have refinanced the credit facility that
was intended to be partially refinanced with the offering of senior subordinated
notes contemplated by the registration statement and, as a result, have ceased
their efforts to pursue that debt offering. Accordingly, pursuant to Rule 477 of
the Securities Act of 1933, as amended, (the "Securities Act") the Registrants
hereby request the withdrawal of the Registration Statement. The Registrants
have not sold any securities in connection with the proposed offering. The
Registrants may undertake a subsequent private offering of debt 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 Edward Tolley (212-455-3189) or Richard Fenyes (212-455-2812) of Simpson
Thacher & Bartlett.
Very truly yours,
Graham Packaging Company, L.P.
By: GPC Opco LLC, its General Partner
By: /s/ John E. Hamilton
--------------------
Name: John E. Hamilton
Title: Chief Financial Officer,
Vice President and Treasurer
GPC Capital Corp. I
By: /s/ John E. Hamilton
--------------------
Name: John E. Hamilton
Title: Vice President
GPC Capital Corp. II
By: /s/ John E. Hamilton
--------------------
Name: John E. Hamilton
Title: Vice President
cc: Daniel L. Horwood
Edward P. Tolley III
Richard A. Fenyes
William M. Hartnett