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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Sections 13(a) and 15(d)

November 13, 2013

Response of the Office of Chief Counsel
Division of Corporation Finance


The Allied Defense Group, Inc.
Incoming letter dated November 7, 2013

Based on the facts presented, the Division will not object if ADG does not file future periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, beginning with its quarterly report on Form 10-Q for the quarter ended September 30, 2013. In reaching this position, we particularly note the following:

  • ADG's stockholders approved and adopted the Plan of Dissolution;
  • ADG will file reports on Form 8-K to disclose any material events relating to its winding up and dissolution, including the amounts of any liquidation distributions, payments and expenses;
  • ADG will file a final report on Form 8-K and a Form 15 when the dissolution is complete;
  • ADG is current in its reporting obligations under the Exchange Act;
  • ADG filed its Certificate of Dissolution with the Delaware Secretary of State and the effective date of the dissolution was August 31, 2011;
  • There is no trading in ADG's securities; and
  • ADG's transfer agent has closed ADG's stock transfer books and discontinued recording transfers of ADG's stock.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusions on the questions presented.


Michael J. Reedich
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 11/13/2013