Securities Exchange Act of 1934
Rule 12g-3

September 26, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings defined in your letter.

• The reporting history of the Company under the Exchange Act may be taken into account to determine whether Holdings is eligible to use Form S-3 or Form S-8 under the Securities Act, and to determine whether Holdings may furnish information in a Form S-4 under the Securities Act in the manner permitted for a company that is eligible to use Form S-3, as contemplated by General Instruction B.1.a. of Form S-4;

• Without necessarily agreeing with your analysis, the Division will not object if Holdings, as successor to the Company, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Company's Registration Statements on Form S-8 relating to the Common Stock Plans. Instead, Holdings may adopt the Company's Registration Statements pursuant to Rule 414 under the Securities Act by filing post-effective amendments to those Registration Statements;

• The Company's Exchange Act reporting history may be taken into account when determining Holdings' compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act;

• The Reorganization will be a "succession" for purposes of Rule 12g-3(a) under the Exchange Act, and Holdings will be a "large accelerated filer" for purposes of Rule 12b-2 under the Exchange Act; and

• Holdings may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Rule 174(b) exemption from the prospectus delivery requirements of Section 4(3) under the Securities Act.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2008/mentor092608-12g3.htm