Mail-Stop 4561
April 27, 2007
(Via facsimile and U.S. Mail)
Mr. David J. O`Connor
President and Chief Executive Officer
New England Bancshares, Inc.
855 Enfield Street
Enfield, Connecticut 06082
Re: New England Bancshares, Inc.
Amendment No. 1 to Form S-4
Filed April 13, 2007
File Number 333-140031
Dear Mr. O`Connor:
We have reviewed your Form S-4 and have the following
comments.
Where indicated, we think you should revise your documents 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 have 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 on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
Form S-4
General
1. Please disclose the estimated 2007 revenue, earnings, and
earnings
per share in the budget provided to New England.
Summary, page 4
First Valley Bancorp
2. Revise the narrative herein to disclose that First Valley
trades
on the OTCBB and included the trading symbol and the most recent
practicable trade price.
Special Meeting..., page 4
3. Revise the first full paragraph on page 5 to add narrative at
the
end disclosing the New England option on 67,250 shares and that if
purchased before the record date may be voted in favor of the
merger.
Also disclose the percentage of the vote those shares would
constitute.
General
4. Please note the updating requirements of Item 310 of Regulation
S-
B. Alternatively, if your interim financial statements as of and
for
the three month period ended March 31, 2007 are not available
before
the date your registration statement is declared effective, please
revise your MD&A to include a recent developments section
describing
your most recent interim results of operations and any significant
transactions since December 31, 2006.
Background of the Merger, page 24
5. As previously requested, please revise to disclose the
negotiation
of the principal terms of the transaction, including price.
Conduct of Business Before Merger, page 41
6. We note disclosure on page 42 of your filing which states that
you
have the right to purchase 67,250 shares of First Valley Bancorp
stock prior to the merger at a fixed cost of $14.87 per share.
Please
tell us if you have exercised your option to purchase any of these
shares as of the date of your response.
Pro Forma Financial Information, page 49
7. We note your response to comment 26 from our letter dated
February
16, 2007. However, we continue to remain unclear as to the
reasons
for the pro forma adjustments contained in Note H on page 55
pertaining to accretion/amortization of discounts/premiums on
securities, loans, deposits and borrowings. Please tell us and
revise your filing to explain the nature and reasons for these
adjustments. Additionally, please tell us and provide evidence,
as
applicable, to support how you determined these pro forma
adjustments
are directly attributable to the merger, expected to have a
continuing impact, and factually supportable in accordance with
Article 11-2(b)(6) of Regulation S-X.
Liquidity and Capital Resources, page 98
8. Please revise your disclosures herein to fully discuss how the
following will impact your liquidity and capital resources for the
twelve months following December 31, 2006:
* your disclosure on page 55 that you intend to liquidate
securities
available for sale to raise the funds needed to pay the cash
portion
of the merger consideration ($10,750,920 as disclosed on page 53);
and
* your intent to downstream $12,000,000 to First Valley Bancorp
after
the completion of the merger, as provided in your response to
comment
22 of our letter dated February 16, 2007 and as provided in the
merger agreement.
New England Bancshares, Inc. Unaudited Financial Statements
Note 4 - Recent Accounting Pronouncements, page F-5
9. Please revise to describe the expected impact to your financial
statements of the adoption of SFAS 159.
New England Bancshares, Inc. Audited Financial Statements
Note 3 - Investments in Available-For-Sale Securities, page F-20
10. We note your response to comment 29 from our letter dated
February 16, 2007. We also note your revised disclosure on page
55
in which you state that your securities available- for-sale will
be
liquidated to raise the funds needed to pay the cash portion of
the
merger consideration. Please tell us how this disclosure effects
your "ability and intent" assertion as provided in your response
based upon the fact that you may, as a result of this merger, sell
securities available-for-sale (including your marketable equity
securities) that are currently in an unrealized loss position.
Please tell us if you have identified specific securities you
intend
to sell in order to pay the cash portion of the merger
consideration.
Additionally, if known, please address the following:
* for each specific available-for-sale security you intend to sell
in
order to pay the cash consideration of the merger, tell us the
amortized cost, fair value, and corresponding unrealized gain or
loss
position;
* tell us when these securities were identified for sale; and
* provide us with copies of supporting documentation (i.e. board
minutes or other materials) which identifies which securities are
to
be sold.
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 this action as 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 Rule 461 regarding requesting
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.
Direct any questions on accounting matters to John Spitz at
202-551-3484, or to Lisa Haynes, Senior Accountant, at 202-551-
3424.
Please direct any other questions to Michael R. Clampitt at 202-
551-
3434, or to me at 202-551-3698.
Sincerely,
Mark Webb
Branch Chief
Financial Services Group
By fax: Lawrence Spaccasi, Esq.
Muldoon Murphy & Aguggia LLP
5101 Wisconsin Avenue, NW, Suite 400
Washington, DC 20016
Fax number (202) 966-9409
Mr. D. J. O'Connor
New England Bancshares, Inc.
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