Securities Exchange Act of 1934
Rules 13e-4(f)(6) and 14e-5

July 6, 2006

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance and the
Office of Trading Practices
Division of Market Regulation

John L. Savva, Esq.
David B. Harms, Esq.
Sullivan & Cromwell LLP
1870 Embarcadero Road
Palo Alto, CA 94303

Gentlemen:

We are responding to your letter dated July 6, 2006, as supplemented by telephone conversations with the staff of the Division of Corporation Finance and Division of Market Regulation, with regard to your request for no-action relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as defined in your letter.

Based on your oral and written representations and the facts and circumstances presented, the staff will not recommend that the Commission take enforcement action against the Company under Rule 13e-4(f)(6) and Rule 14e-5 under the Exchange Act if the Issuer Tender Offers are conducted in the manner described in your letter.

In granting the requested relief, we note in particular that:

• except on the basis for which relief has been granted, the Offers will be made and completed in compliance with Rule 13e-4 and Regulation 14E;
   
• commencing and completing the Exchange Offer on the timetable outlined in your letter will provide holders of the Old Securities with an additional opportunity for liquidity;
   
• neither the Exchange Offer nor the issuance of New Securities is expected to have a material impact, if any, on the trading price of the Common Stock;
   
• the purchase price of the Old Securities pursuant to the Put Option Tender Offer is below the trading price of the Old Securities, and the Company expects that the Put Option Tender Offer will be viewed as economically unattractive to holders;
   
• the Put Option Tender Offer has been made pursuant to a contractual obligation under the terms of the Old Securities, and is not expected to have an impact on the trading price of the Old Securities; and
   
• the trading price of the Old Securities is based in part on the conversion value of
   
• the Old Securities and the credit rating attached to the Old Securities, and the Put Option Tender Offer is not expected to affect either the conversion value of the Old Securities or such credit rating.

The foregoing no-action positions are based solely on your oral and written representations and the facts presented in your letter and in telephone conversations with the staff, and are strictly limited to the application of the rules to the proposed transactions. The transactions should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the Exchange Act, particularly Sections 10(b) and 14(e), and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the Issuer Tender Offers. The Divisions express no views with respect to any other questions that the proposed transactions may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transactions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/pmi070606.htm