SEC Comment Letter for COMMUNITY BANKS OF GEORGIA INC (CIK 0001273555) — Jul 18, 2005
COMMUNITY BANKS OF GEORGIA INC (CIK 0001273555)
Date: July 18, 2005 · CIK: 0001273555 · Accession: 0000000000-05-036635
AI Filing Summary & Sentiment
Letter
July 15, 2005 By Facsimile and U.S. Mail James W. Stevens, Esq. Richard R. Cheatham, Esq. Kilpatrick Stockton LLP 1100 Peachtree Street, Suite 2800 Atlanta, Georgia 30309
Re: Community Banks of Georgia, Inc. Revised Preliminary Proxy Statement on Schedule 14A Schedule 13E-3, Amendment No. 2 Filed by Community Banks of Georgia, Inc., CBG Interim Corporation, John T. Trammell, Mickey Dunn, Frank Eubanks, Robert James, Donald Keeter, Boyd Lee Mulins, Pierce Neese & Geraldine Moody Filed July 8, 2005
Dear Messrs. Stevens and Cheatham:
We have the following comments on the above-referenced filing. Please note that we have limited our review to issues related to Rule 13e-3.
Preliminary Proxy Statement on Schedule 14A Background and Procedures, page 8 1. We note your response to comment 5. Confirm that none of the other trades identified in the revised table on page 26 involved affiliates of the company.
Determination of Fairness by the Board of Directors of the Company, page 10 2. We reissue comment 6. It remains unclear whether the filing persons have made two separate procedural and substantive fairness determinations, one each with respect to each group of unaffiliated security holders alone. 3. We reissue comment 7. It is unclear how the board determined that net book value equals liquidation value. Please revise the disclosure to disclose the board`s consideration of each value. 4. Please refer to comment 8 and the revised disclosure on pages 12- 13. The revised disclosure is unclear in that it mixes a discussion of whether the transaction should be approved by a vote of a majority of the unaffiliated security holders with a discussion regarding whether the transaction should be approved by security holders who own fewer than 500 shares. As noted in the disclosure, there are unaffiliated security holders who hold more than 500 shares and will remain security holders of the company after the transaction. Please further clarify the board`s procedural fairness determination in accord with prior comment 8. Determination of Fairness by Interim and Other Company Affiliates, page 13 5. We reissue comment 9 because the discussion adopted by the filing persons in this section is not complete as discussed above.
* * *
Please respond to these comments by promptly amending the filing and submitting a response letter filed via EDGAR under the label "CORRESP." If you do not agree with a comment, please tell us why in your response. Direct any questions to me at (202) 551- 3262. You may also contact me by facsimile at (202) 772-9203.
Sincerely,
Abby Adams
Special Counsel
Office of Mergers and Acquisitions
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<TEXT>
July 15, 2005
By Facsimile and U.S. Mail
James W. Stevens, Esq.
Richard R. Cheatham, Esq.
Kilpatrick Stockton LLP
1100 Peachtree Street, Suite 2800
Atlanta, Georgia 30309
Re: Community Banks of Georgia, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Schedule 13E-3, Amendment No. 2
Filed by Community Banks of Georgia, Inc., CBG Interim
Corporation,
John T. Trammell, Mickey Dunn, Frank Eubanks, Robert James, Donald
Keeter, Boyd Lee Mulins, Pierce Neese & Geraldine Moody
Filed July 8, 2005
Dear Messrs. Stevens and Cheatham:
We have the following comments on the above-referenced
filing.
Please note that we have limited our review to issues related to
Rule
13e-3.
Preliminary Proxy Statement on Schedule 14A
Background and Procedures, page 8
1. We note your response to comment 5. Confirm that none of the
other trades identified in the revised table on page 26 involved
affiliates of the company.
Determination of Fairness by the Board of Directors of the
Company,
page 10
2. We reissue comment 6. It remains unclear whether the filing
persons have made two separate procedural and substantive fairness
determinations, one each with respect to each group of
unaffiliated
security holders alone.
3. We reissue comment 7. It is unclear how the board determined
that
net book value equals liquidation value. Please revise the
disclosure to disclose the board`s consideration of each value.
4. Please refer to comment 8 and the revised disclosure on pages
12-
13. The revised disclosure is unclear in that it mixes a
discussion
of whether the transaction should be approved by a vote of a
majority
of the unaffiliated security holders with a discussion regarding
whether the transaction should be approved by security holders who
own fewer than 500 shares. As noted in the disclosure, there are
unaffiliated security holders who hold more than 500 shares and
will
remain security holders of the company after the transaction.
Please
further clarify the board`s procedural fairness determination in
accord with prior comment 8.
Determination of Fairness by Interim and Other Company Affiliates,
page 13
5. We reissue comment 9 because the discussion adopted by the
filing
persons in this section is not complete as discussed above.
* * *
Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP." If you do not agree with a comment, please tell
us
why in your response. Direct any questions to me at (202) 551-
3262.
You may also contact me by facsimile at (202) 772-9203.
Sincerely,
Abby Adams
Special Counsel
Office of Mergers and Acquisitions
??
??
??
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James W. Stevens, Esq.
Richard R. Cheatham, Esq.
July 15, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF
CORPORATION FINANCE
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