FORM
RW
June 2,
2008
VIA
EDGAR
United
States Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549-7010
Attn:
Mr. Jay Mumford
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Re:
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Request to Withdraw
Registration Statement on Form S-3 (File No. 333-135274) for Spectrum Brands,
Inc.
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Ladies
and Gentlemen:
Pursuant to Rule 477 promulgated under
the Securities Act of 1933, as amended (the “Securities Act”), Spectrum Brands,
Inc., a Wisconsin corporation (the “Company”), hereby requests the
consent of the Securities and Exchange Commission (the “Commission”) to the
withdrawal of its Registration Statement on Form S-3 (File No. 333-135274),
together with all exhibits thereto (the "Registration Statement"), as of the
date hereof or the earliest practicable date hereafter. The Registration
Statement was originally filed by the Company with the Securities and Exchange
Commission (the “Commission”) on June 23, 2006.
The Company is requesting withdrawal
because the Company no longer intends to offer any securities for sale under the
Registration Statement. The Company confirms that no securities have
been offered or sold pursuant to the Registration Statement. The
Company believes that the withdrawal of the Registration Statement is consistent
with the public interest and the protection of investors, as required by
paragraph (a) of Rule 477 of the Securities Act. Therefore, the
Company requests that (i) the Commission issue a written order, as of the
earliest practicable date, granting the withdrawal of the Registration Statement
and (ii) pursuant to Rule 457(p) of the Securities Act, all fees paid to the
Commission in connection with the filing of the Registration Statement be
credited to the Company for future use.
Please forward a copy of the written
order granting withdrawal of the Registration Statement to the Company’s
counsel, Skadden, Arps, Slate, Meagher & Flom LLP, Attn: Margaret A. Brown,
at One Beacon Street, Boston, MA 02108. If you have any questions or comments,
or require further information or documentation, please contact Ms. Brown at
(617) 573-4815 or by facsimile at (617) 573-4806.
Thank you for your courtesy and
cooperation in this matter.
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Sincerely,
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Spectrum
Brands, Inc.
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By:
/s/
John T. Wilson
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John
T. Wilson
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Vice
President, Secretary
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and
General Counsel
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