August 23, 2006
VIA FACSIMILE AND EDGAR
Attention: Larry Spirgel
Securities and Exchange Commission
Mailstop 3720
100 F Street N.E.
Washington, D.C. 20549
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Re:
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Request for Withdrawal of Registration Statement on Form S-4 |
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File Number 333-135424 (the Registration Statement) |
Dear Mr.
Spirgel:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, ADC Telecommunications,
Inc. (the Company) hereby makes application to withdraw the Registration Statement relating to
its common stock, par value $0.20 per share, and the attached Rights to Purchase Shares of Series A
Junior Participating Preferred Stock. On August 9, 2006, the Company and Andrew Corporation
announced that they have terminated the proposed business combination to which the Registration
Statement relates. The Company represents that no securities have been sold under the Registration
Statement and all activity in pursuit of the public offering has been discontinued.
Accordingly, we request an order granting the withdrawal of the Registration Statement be
issued by the Securities and Exchange Commission as soon as possible. Should you have any
questions regarding this matter, please contact Robert A. Rosenbaum of Dorsey & Whitney LLP at
(612) 340-2600.
Very truly yours,
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ADC Telecommunications, Inc.
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By: |
/s/ Gokul V. Hemmady
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Name: |
Gokul V. Hemmady |
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Title: |
Vice President, Chief Financial Officer |
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cc:
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Paul Fischer, Securities and Exchange Commission |
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Robert A. Rosenbaum, Dorsey & Whitney LLP |
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James T. Lidbury, Mayer, Brown, Rowe & Maw LLP |