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ENZON PHARMACEUTICALS, INC.
March 29, 2006
VIA Facsimile and EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention: John L. Krug
Jeffrey Riedler
Re: Enzon Pharmaceuticals, Inc.
Preliminary Proxy Statement filed March 22, 2006
File No. 000-12957
Gentlemen:
In connection with our response to the letter dated March 28, 2006 from the
Staff of the Commission, the Staff providing certain comments regarding the
Schedule 14A Preliminary Proxy Statement (the "Proxy Statement") of Enzon
Pharmaceuticals, Inc. (the "Company") filed on March 22, 2006, the Company
acknowledges that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Very truly yours,
By: /s/ LAWRENCE R. MILLER
Name: Lawrence R. Miller
Title: Vice President and General Counsel
cc: Kevin T. Collins, Esq.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
HELLER EHRMAN LLP
March 28, 2006
March 28, 2006 Kevin T. Collins
Shareholder
Via Facsimile and EDGAR Kevin.Collins@hellerehrman.com
Direct +1.212.847.8742
Direct Fax +1.212.703.8942
Main +1.212.832.8300
Fax +1.212.763.7600
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention: John L. Krug
Jeffrey Riedler
Re: Enzon Pharmaceuticals, Inc.
Preliminary Proxy Statement filed March 22, 2006
File No. 000-12957
Gentlemen:
By letter dated March 28, 2006 from the Staff of the Commission, the Staff
provided certain comments regarding the Schedule 14A Preliminary Proxy Statement
(the "Proxy Statement") of Enzon Pharmaceuticals, Inc. (the "Company") filed on
March 22, 2006. On behalf of the Company, we are responding to the comment
letter in the following numbered paragraph which corresponds to the paragraph
number in the comment letter. To respond to the comment letter, the Company will
include the change described below when it files its Definitive Proxy Statement.
Proposal 3: Approval of increase in number of authorized shares of common stock
Please expand the discussion to state whether you have any plan,
commitment, arrangement, understanding or agreement, either oral or written,
regarding the issuance of common stock subsequent to the increase in the number
of authorized shares.
Response: The Company does not have any current plan, commitment,
arrangement, understanding or agreement, either oral or written, regarding the
issuance of common stock subsequent to the increase in the number of authorized
shares. The fourth paragraph of Proposal 3 will be revised to add the underlined
disclosure (last sentence) below:
"The purpose of the proposed amendment is to allow us to have a sufficient
number of shares of authorized and unissued common stock which can be issued in
connection with such corporate purposes as may be considered advisable by the
Board. Having such shares available for issuance in the future will give us
greater flexibility and will allow such shares to be issued as determined by the
Board without the expense and delay of a special stockholders' meeting. Such
stock could be used, for example, for acquisitions, for stock splits or stock
dividends, for our employee benefit plans, or in connection with equity
or convertible debt financings. We do not have any currently existing
plan, commitment, arrangement, understanding or agreement, either oral or
written, regarding the issuance of common stock subsequent to the increase in
the number of authorized shares."
A statement of the Company acknowledging that: (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the filing; (ii)
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
(iii) the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States is enclosed.
Please contact me at (212) 847-8742 or Molly Gardner of this office at
(212) 847-8757 if you have any questions regarding the foregoing.
Very truly yours,
/s/ KEVIN T. COLLINS
Kevin T. Collins
cc: Lawrence R. Miller, Esq.
Heller Ehrman LLP Times Square Tower 7 Times Square New York, NY 10036-6524
www.hellerehrman.com
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