EXHIBIT 23.1
NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP
     Section ll(a) of the Securities Act of 1933, as amended (the“Securities Act”), provides that if any part of a registration statement at thetime such part becomes effective contains an untrue statement of a materialfact or an omission to state a material fact required to be stated therein ornecessary to make the statements therein not misleading, any person acquiring asecurity pursuant to such registration statement (unless it is proved that atthe time of such acquisition such person knew of such untruth or omission) maysue, among others, every accountant who has consented to be named as havingprepared or certified any part of the registration statement, or as havingprepared or certified any report or valuation which is used in connection withthe registration statement, with respect to the statement in such registrationstatement, report or valuation which purports to have been prepared orcertified by the accountant.
     This Annual Report on Form 10-K is incorporated by reference intoRegistration Statement File Nos. 333-84425, 333-84287, and 333-27187 on FormS-8 (collectively, the “Registration Statements”) of the Company and, forpurposes of determining any liability under the Securities Act, is deemed to bea new registration statement for each Registration Statement into which it isincorporated by reference.
     Effective May 15, 2002 the Board of Directors of the Company, upon therecommendation of its Audit Committee, dismissed its independent accountants,Arthur Andersen LLP (“Andersen”). See the Company’s Current Report on Form 8-Kfiled May 21, 2002 for more information. After reasonable efforts, the Companyhas been unable to obtain Andersen’s written consent to the incorporation byreference into the Registration Statements of its audit reports with respect tothe Company’s financial statements as of and for the fiscal years endedDecember 29, 2001 and December 30, 2000 and the related consolidated statementsof operations, changes in shareholders’ equity (deficit) and cash flows for theseven months ended December 29, 2001 (successor company), the five months endedJune 2, 2001 (predecessor company), and for the years ended December 30, 2000and January 1, 2000 (predecessor company).
     Under these circumstances, Rule 437a under the Securities Act permits theCompany to file this Form 10-K without a written consent from Andersen.However, as a result, with respect to transactions in the Company’s securitiespursuant to the Registration Statements that occur subsequent to the date thisAnnual Report on Form 10-K is filed with the Securities and ExchangeCommission, Andersen will not have any liability under Section 1l(a) of theSecurities Act for any untrue statements of a material fact contained in thefinancial statements audited by Andersen or any omissions of a material factrequired to be stated therein. Accordingly, you would be unable to assert aclaim against Andersen under Section 11(a) of the Securities Act because it hasnot consentedto the incorporation by reference of its previously issued reports into theRegistration Statements. To the extent provided in Section 1l(b)(3)(C) of theSecurities Act, however, other persons who are liable under Section 11 (a) ofthe Securities Act, including the Company’s officers and directors, may stillrely on Andersen’s original audit reports as being made by an expert forpurposes of establishing a due diligence defense under Section 1l(b) of theSecurities Act.