AW 1 d242570daw.htm AMENDMENT WITHDRAWL Amendment Withdrawl

LOGO

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 The Post-Effective Amendment is being withdrawn because the Registrants were informed by the SEC staff that the Post-Effective Amendment was insufficient to register shares of the Company’s common stock (the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
Incorporation or Organization

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