April 3, 2006
Via Facsimile (803) 253-8277 and U.S. Mail
Jay Hennig, Esq.
Nexsen Pruett Adams Kleemeier
1441 Main Street
Suite 1500
Columbia, SC 29201
RE: CNB Corporation
Soliciting Materials filed pursuant to Rule 14a-12
Filed March 20, 2006 by H. Buck Cutts, Paul R. Dusenbery, et. al.
File No. 000-24523
Dear Mr. Hennig:
We have reviewed the above-referenced 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 information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.
Please understand that 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.
Proxy Soliciting Materials
1. We note this filing made by five of the company`s ten
directors,
including two persons who are also the company`s President and
Executive Vice President. We also note that the majority of the
disclosure addresses actions taken by the company to improve its
results and governance with the participation of the filing
individuals in their capacity as directors and officers of the
company. Please tell us why this filing has not been made on
behalf
of the company. Alternatively, confirm that future similar
filings
will be made by the company.
2. We note that the last paragraph on page 10 indicates investors
are
urged to read the proxy statement "if" and when it becomes
available.
It is unclear then whether you have any intention of filing a
proxy
statement. Further, it appears that you meet none of the
exemptions
from the application of Section 14(a) and Regulation 14A detailed
in
Rule 14a-2. The Commission did not intend to create another
exemption from the proxy rules when Rule 14a-12 was adopted.
Parties
intending to rely upon Rule 14a-12 in making proxy solicitations
may
only do so to the extent that they intend to file a proxy
statement
and solicit proxies. See interpretation I.D.3. in the July 2001
Interim Supplement to the Telephone Interpretations Manual
publicly
available on our website, www.sec.gov. To the extent you do not
plan
to file and disseminate a proxy statement, please confirm that you
will either (i) find an appropriate exemption under Rule 14a-2
from
the application of Section 14(a) and Regulation 14A to future
communications; or (ii) refrain from your public solicitation
activities of CNB Corporation security holders.
3. Each statement or assertion of opinion or belief must be
clearly
characterized as such, and a reasonable factual basis must exist
for
each such opinion or belief. Support for opinions or beliefs
should
be self-evident, disclosed in the proxy statement or provided to
the
staff on a supplemental basis. For example, please provide
support
for the following:
* your assertion that the current board`s "efforts to increase
shareholder value are already showing positive results" (page 1;
emphasis added);
* your disclosure that Mr. Jennings Duncan stated "This corporate
governance is a waste of time" and that he had a "birthright" to
run
the bank (page 4);
* your disclosure that you perceived the Duncans to have a hostile
view toward "putting a woman on the Board" and that the Duncans
made
statements to that effect (pages 5 and 6);
* your disclosure that Jennings Duncan stated that he and his
father
were "`splitting`" the salary for the top job" (page 6);
* your disclosure that Willis Duncan stated that "any employee who
wanted to make more money was `greedy`" (page 7);
* your disclosure that Mr. O`Rourke had concluded that the
salaries
paid to Mr. Hucks and Mr. Dusenbery "after their raises, are well
within the acceptable range for banks the size of The Conway
National
Bank" (page 7);
* your disclosure that Willis Duncan stated that Mr. Dusenbery had
"
`been bought and paid for`" (page 8); and
* your statement that the Duncans` lawsuit has negatively affected
the bank and the company`s financial performance (page 9).
4. We note that you refer security holders to the company`s proxy
statement for the 2005 annual meeting to obtain participant
information. Please give us your analysis of how information that
is
almost one year old is sufficient to comply with the requirement
of
Rule 14a-12(1)(i).
Closing Information
Please amend your filing promptly to comply with our
comments.
If you do not agree with a comment, please tell us why in your
response. If the information you provide in response to our
comments
materially changes the information that you have already provided
to
unit holders, disseminate the revised materials in a manner
reasonably calculated to inform them of the new information.
Depending upon your response to these comments, a supplement may
need
to be sent to unit holders.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the filing persons are in possession
of
all facts relating to the disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from each of the filing persons
acknowledging
that:
* the filing person is responsible for the adequacy and accuracy
of
the disclosure in the filing;
* 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
* the filing person 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.
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 our review of your filing or in
response to our comments on your filing.
Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265. You
may
also contact us via facsimile at (202) 772-9203. Please send all
correspondence to us at the following ZIP code: 20549-3628.
Sincerely,
Daniel F. Duchovny
Special Counsel
Office of Mergers &
Acquisitions
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Jay Hennig, Esq.
Nexsen Pruett Adams Kleemeier
April 3, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE