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8158 Adams Drive
Liberty Centre, Building 200
Hummelstown, PA 17036
Phone: 717-561-2400 Fax: 717-564-8439 |
September 27,
2005
VIA EDGAR
Securities
and Exchange Commission
Division of Corporation
Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
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| Re: |
TransCore Holdings, Inc.
Request for Withdrawal of Registration Statement on
Form S-1
(File No. 333-116392) |
Ladies and Gentleman:
Pursuant to Rule 477 promulgated under the Securities Act
of 1933, as amended (the Securities Act), TransCore
Holdings, Inc. (the Company) hereby applies for the
withdrawal of the Registration Statement on Form S-1 (File
No. 333-116392), together with all exhibits thereto, filed
with the Securities and Exchange Commission (the
Commission) on June 10, 2004, including all
subsequent amendments thereto (the Registration
Statement).
In connection with its acquisition by Roper Industries, Inc, a
Delaware corporation, the Company has elected not to proceed
with the initial public offering of enhanced yield securities or
the related public offering of senior subordinated notes. The
Registration Statement was never declared effective and no
securities have been issued or sold pursuant thereto.
The Company requests, in accordance with Rule 457(p) under
the Securities Act, that all fees paid to the Commission with
the filing of the Registration Statement be credited to the
account of the Company for future use.
Please provide the Company and its counsel with a copy of the
order granting withdrawal of the Registration Statement as soon
as it is available.
If you have any questions regarding the foregoing application
for withdrawal, please contact me at (717) 561-2400 or
Richard J. McMahon of Blank Rome LLP at (215) 569-5500.
Sincerely,
/s/ Joseph S. Grabias
Joseph S. Grabias
TransCore Holdings, Inc.
Executive Vice President and Chief Financial Officer