November 26, 2004
Mail Stop 0408
By U.S. Mail and facsimile to (850) 878-1230.
James S. Weaver
President and Chief Executive Officer
Partners Financial Corporation
4085 Tamiami Trail North
Suite B-204
Naples, Florida 34103
Re: Partners Financial Corporation
Form SB-2 filed October 29, 2004
File No. 333-120068
Dear Mr. Weaver:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects. We welcome any questions you may have
about our comments or any other aspect of our review. Feel free
to
call us at the telephone numbers listed at the end of this letter.
General
1. Please eliminate the defined terms, such as "Bank," "OTS" and
"FDIC." Use the full name of the bank or a shortened version
that
is clear from context and not generic. Avoid use of acronyms that
may not be widely known.
2. If Partners Financial or Partners Bank maintains a website,
please
disclose the website address.
3. Please advise the staff as to the location of the information
required by Item 201 of Regulation S-B. In your amendment, please
discuss the steps taken by management, if any, to facilitate the
trading your shares on the Pink Sheets or any other market system.
Cover Page
4. Expand the second paragraph to state that the insiders will
also
receive warrants to acquire 305,000 shares and, upon exercise,
will
own between 34% and 47% of Partners Financial.
5. Revise the cover page to clarify that you must receive
regulatory
approval in order to begin operations. Also, please clarify that
breaking escrow is contingent upon receiving any level of OTS or
FDIC
approval.
6. Revise to state that in the event that you break escrow and
begin
operations but fail to gain final regulatory approval,
shareholders
will receive their funds, less any expenses or the claims of
creditors. Similarly, please add a more extensive discussion of
this
subject to the Summary.
Prospectus Summary - page 1
7. Since receiving regulatory approval is required before you
begin
operations, please revise this section to clarify the steps that
you
have and will have to take prior to receiving preliminary and
final
regulatory approval.
Terms of the Offering - page 6
8. Revise this section to note any states in which you currently
expect to qualify this offering.
The Offering - page 7
9. Confirm that the continuous offering will be made at the $10.00
offering price throughout, regardless of the price in any trading
market.
10. Revise this section and the Cover Page to identify the last
date
to which you can extend the offering.
Plan of Distribution and How to Subscribe - page 10
11. Revise this section to discuss the right of the Board to
reject
subscriptions at their sole discretion. If there are any
particular
types of subscriptions that the Board anticipates rejecting at
this
time, please identify those particular types of potential
shareholders.
12. Please advise the staff, and revise this section, to clarify
whether your officers and directors will be relying upon the safe
harbor contained in Rule 3a4-1. If your officers and directors
plan
to rely upon the rule, please provide your analysis as to how you
determined that they met the rule`s requirements. Alternatively,
please identify the officers and directors as statutory
underwriters
or provide the staff with your analysis as to how you determined
that
they were not underwriters.
Capitalization - page 12
13. Your pro forma capitalization table shows a deficit balance in
total stockholder`s equity under the minimum-offering scenario.
Please revise.
Dividend Policy - page 12
14. Revise this section to state whether management has any plans
to
pay dividends in the first 12 months of operations.
Management`s Discussion and Analysis of Operations - page 20
15. Revise this section, or the discussion in the Business section
to
provide a more detailed description of how management intends to
implement its business plan in the opening 12 months of
operations.
Which types of loans will you emphasize? What deposits will you
focus upon, retail, commercial, brokered deposits? What risks
does
your operating strategy pose? The investor must be able to
understand how you will deploy the capital raised in the offering
as
you begin operations. Please see Item 303 (a) of Regulation S-B.
Business of the Bank - page 21
General - page 21
16. Advise or revise the first sentence of the second paragraph to
clarify the meaning of "permanent loans."
17. Please consider clarifying the statement in the third
paragraph
that your locations will be a major tool in your effort to capture
market share. We note disclosure that your locations will be one
main office and one branch office in Naples.
Market Area and Competition - page 22
18. Consider revising to provide demographic information on the
age
and aging trends of the population in Collier and Lee Counties.
19. Provide population and income demographics for Lee County.
Loan Portfolio - page 23
20. State the risks associated with each loan type and note which
loans carry higher degrees of risk. Distinguish among the various
residential loan types.
21. Disclose the percentage of each loan type management
anticipates
will comprise the loan portfolio.
Management and Stock Ownership- page 28
22. Disclose Mr. DeBilio`s occupation between leaving Chittenden
Trust in 1998 and starting at Bancshares of Florida in 2002.
Also,
please confirm that Mr. DeBilio is not subject to any covenants
not
to compete or any other restriction on his service with Partners
by
virtue of his work with Bancshares of Florida.
23. Clarify when Mr. Saad became semi-retired and what occupation
he
currently engages in part-time.
24. Disclose when Mr. Watt became associated with Gulfshore Homes.
25. Clarify Mr. Weaver`s occupation during the past five years.
The
disclosure excludes his occupation between 2000 and 2002 and from
2003 to present.
Part II
Signatures
26. Please revise to provide the signature of the Controller or
Principal Accounting Officer. Any person who occupies more than
one
of the positions specified in the instructions for signatures of
Form
SB-2 shall indicate each capacity in which he signs the
registration
statement.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should 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;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
You may contact Sharon M. Johnson at 202-942-2961 or Don
Walker
at 202-942-1799 if you have questions regarding comments on the
financial statements and related matters. Please contact Jessica
Livingston at 202-942-1892 or the undersigned at 202-942-1974 with
any other questions.
Sincerely,
Christian Windsor
Special Counsel
cc: Via U.S. Mail and Facsimile: (850) 878-1230
A. George Igler, Esq.
Richard L. Pearlman, Esq.
Igler & Dougherty, P.A.
2457 Care Drive
Tallahassee, Florida 32308
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Partners Financial Corporation -- Form SB-2 Page 5 of 5