Start Preamble May 19, 2003.

Atlantic Premium Brands, Ltd., a Delaware corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”)^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Common Stock, $.01 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

The Issuer stated in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in the State of Delaware, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Board of Directors (“Board”) of the Issuer approved a resolution on May 14, 2003 to withdraw the Issuer's Security from listing on the Amex. The Board considered such action to be in the best interest of the Issuer and its stockholders. In addition, the Board states that it took into account alternatives explored by the Issuer, including, without limitation, that: (i) The significant costs associated with maintaining the Issuer's status as a reporting company are expected to increasingly reduce profitability; (ii) the limited volume of trading of the Issuer's Security has resulted in the shares not providing a practical source of capital or liquidity; and (iii) no analysts currently cover the Issuer and its Security. The Issuer states in its application that it is currently seeking to list its Security on the Pink Sheets.

The Issuer's application relates solely to the withdrawal of the Securities from listing on the Amex and from registration under section 12(b) of the Start Printed Page 28865Act ^[3] shall not affect its obligation to be registered under section 12(g) of the Act.^[4]

Any interested person may, on or before June 12, 2003, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

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