June 23, 2006
VIA FACSIMILE
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Pamela A. Long, Esq.
Assistant Director
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington D.C. 20549
Re: Request for Accelerated Effectiveness of PGT, Inc.'s Registration Statement
on Form S-1, File No. 333-132365 (the "Registration Statement")
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Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the
undersigned hereby join in the request of PGT, Inc., under the Registration
Statement that the effective date of the Registration Statement be accelerated
so that the Registration Statement, as amended prior to the effective time, may
be declared effective at 3:00 p.m. New York City time on June 27, 2006 or as
soon thereafter as practicable.
The following information with respect to the distribution of the preliminary
prospectus dated June 9, 2006 (the "Preliminary Prospectus") is furnished
pursuant to Rule 460 under the Securities Act of 1933, as amended, in connection
with the request for acceleration of the effective date of the aforementioned
Registration Statement.
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The approximate number of Preliminary Prospectuses distributed between June 9,
2006 and June 22, 2006 is as follows:
No. of Copies Dated
June 9, 2006
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Underwriters 4500
Dealers 750
Potential Investors 2750
Others 10
Total: 8010
Sincerely,
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES INC.
JMP SECURITIES LLC
RAYMOND JAMES & ASSOCIATES, INC.
SUNTRUST ROBINSON HUMPHREY CAPITAL MARKETS, INC.
By: DEUTSCHE BANK SECURITIES INC.
By: /s/ Brad Miller
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Name: Brad Miller
Title: Managing Director
By: /s/ Warren Estey
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Name: Warren Estey
Title: Director