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SEC Company Response from Heritage Financial Group (CIK 0001320002) — May 13, 2005

Heritage Financial Group (CIK 0001320002)
Date: May 13, 2005 · CIK: 0001320002 · Accession: 0000927089-05-000211

AI Filing Summary & Sentiment

File numbers found in text: 333-123581

Date
May 13, 2005
Author
HERITAGE FINANCIAL GROUP
Form
CORRESP
Company
Heritage Financial Group (CIK 0001320002)

Letter

Division of Corporation Finance Securities and Exchange Commission Re: Heritage Financial Group Form SB-2 filed March 25, 2005 File No. 333-123581 Pre-Effective Amendment No. One

Dear Mr. Schiffman:

Because the Office of Thrift Supervision is requesting a reduction in the size of the offering by Heritage Financial Group, which will not be approved until later today, we will be filing pre-effective amendment 3 to the above-referenced registration statement early Monday, May 16 to reflect that change. We hereby file on behalf of our client, Heritage Financial Group, a recision of its prior request for acceleration at 3:00 p.m. today and a request for the acceleration of the effective date of the above-referenced registration statement to Monday, May 16, 2005, at 3:00 p.m., or as soon as practicable thereafter.

If the Staff wishes to discuss this filing with us, please contact Martin L. Meyrowitz (202-295-4527) or me at (202) 295-4536.

Very truly yours,

/s/ Marianne E. Roche

Marianne E. Roche

cc: Kathryn McHale (By facsimile -- 202.772.9208)

David Permut, Office of Thrift Supervision

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HERITAGE FINANCIAL GROUP

310 West Ogelthorpe Boulevard

Albany, Georgia 31701

May 13, 2005

VIA EDGAR

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

RE: Heritage Financial Group Registration Statement Under the

1933 Act on Form SB-2 (File number 333-123581)

Gentlemen:

We hereby rescind our prior request for acceleration of the effective date of the above-captioned Registration Statement to Friday, May 13, 2005, at 3:00 p.m., and hereby request acceleration of the effective date of the above-captioned Registration Statement to Monday, May 16, 2005, at 3:00 p.m. or as soon practicable thereafter. Heritage Financial Group (the "Company") acknowledges that:

1. should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

2. the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Corporation from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3. the Corporation may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely yours,
HERITAGE FINANCIAL GROUP

Show Raw Text
CORRESP
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filename1.htm

LAW OFFICES
Silver, Freedman & Taff, L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

1700 WISCONSIN AVENUE, N.W.
WASHINGTON, D.C. 20007
PHONE: (202) 295-4500
FAX: (202) 337-5502
WWW.SFTLAW.COM

WRITER'S DIRECT DIAL NUMBER
(202) 295-4536

May 13, 2005

By Messenger and EDGAR

Todd Schiffman

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Mail Stop 0408

Washington, D.C. 20549

Re:
Heritage Financial Group

Form SB-2 filed March 25, 2005

File No. 333-123581

Pre-Effective Amendment No. One

Dear Mr. Schiffman:

          Because the Office of Thrift Supervision is requesting a reduction in the size of the offering by Heritage Financial Group, which will not be approved until later today, we will be filing pre-effective amendment 3 to the above-referenced registration statement early Monday, May 16 to reflect that change.  We hereby file on behalf of our client, Heritage Financial Group, a recision of its prior request for acceleration at 3:00 p.m. today and a request for the acceleration of the effective date of the above-referenced registration statement to Monday, May 16, 2005, at 3:00 p.m., or as soon as practicable thereafter.

         If the Staff wishes to discuss this filing with us, please contact Martin L. Meyrowitz (202-295-4527) or me at (202) 295-4536.

Very truly yours,

/s/ Marianne E. Roche

Marianne E. Roche

cc:
Kathryn McHale (By facsimile -- 202.772.9208)

David Permut, Office of Thrift Supervision

NEXT PAGE

HERITAGE FINANCIAL GROUP

310 West Ogelthorpe Boulevard

Albany, Georgia 31701

May 13, 2005

VIA EDGAR

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

RE:
Heritage Financial Group Registration Statement Under the

1933 Act on Form SB-2 (File number 333-123581)

Gentlemen:

We hereby rescind our prior request for acceleration of the effective date of the above-captioned Registration Statement to Friday, May 13, 2005, at 3:00 p.m., and hereby request acceleration of the effective date of the above-captioned Registration Statement to Monday, May 16, 2005, at 3:00 p.m. or as soon practicable thereafter. Heritage Financial Group (the "Company") acknowledges that:

1.
should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

2.
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Corporation from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

3.
the Corporation may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely yours,

HERITAGE FINANCIAL GROUP

By:
/s/ O. Leonard DormineyO. Leonard Dorminey
President and Chief Executive Officer

cc:
Todd Schiffman
Kathryn McHale
Benjamin Phippen
Don Walker

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KEEFE, BRUYETTE & WOODS, INC.

SPECIALIST IN FINANCIAL SERVICES

211 BRADENTON AVE. DUBLIN, OH 43017

May 13, 2005

VIA EDGAR

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

RE:
Heritage Financial Group
Registration Statement on Form SB-2
(File number 333-123581)

Dear Sir or Madam:

          We hereby rescind our prior request for  acceleration of the effective date of the above-captioned Registration Statement to Friday, May 13, 2005, at 3:00 p.m., and  hereby request acceleration of the effective date of the above-captioned Registration Statement to Monday, May 16, 2005, at 3:00 p.m. or as soon as practicable
thereafter that the staff of the Commission, acting pursuant to delegated authority, may determine.

KEEFE, BRUYETTE & WOODS, INC.

By:
/s/ John HinkJohn Hink
Vice President

cc:
Todd Schiffman
Kathryn McHale
Benjamin Phippen
Don Walker