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[Jefferson Bancshares, Inc. Letterhead]
February 22, 2006
VIA EDGAR AND FACSIMILE
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Mr. Benjamin Phippen
Reviewing Accountant
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
RE: Jefferson Bancshares, Inc. (the "Company")
Form 10-K for the Period Ended June 30, 2005
Form 10-Q for the Quarter Ended September 30, 2005
File Number 1-31689
Dear Mr. Phippen:
We have received your letter dated February 14, 2006 in response to our
letter submitted on February 2, 2006 and offer the following comments. To
facilitate your review, we have repeated each of your comments followed by our
response.
FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 2005
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CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, PAGE F-9
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COMMENT NO. 1:
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We note your response to comments one and two of our letter dated January 20,
2006. Based on your response it appears that the $3.1 million of loans
originated pending sale to investors should be classified as loans
held-for-sale. Please confirm that in future filings you will separately present
these loans as loans held-for-sale. Confirm that you will separately present the
origination and sale of these loans in the operating section of your statements
of cash flows. Refer to paragraph 13(e) of SOP 01-6 and paragraph 9 of SFAS 102.
RESPONSE TO COMMENT NO. 1:
In future filings, we will separately present loans originated pending sale to
investors as loans held-for-sale. Further, we will separately present the
origination and sale of these
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Mr. Benjamin Phippen
February 22, 2006
Page 2
loans in the operating section of our statements of cash flows.
COMMENT NO. 2:
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In future filings please include a footnote disclosing the nature of the
transactions through which you originate and sell loans to investors and
describe the related accounting policies. Refer to paragraph 13(a) of SOP 01-6.
RESPONSE TO COMMENT NO. 2:
In future filings, we will include a footnote disclosing the nature of the
transactions through which we originate and sell loans to investors and describe
the related accounting policies.
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Furthermore, the Company hereby acknowledges that:
o the Company is responsible for the adequacy and accuracy of the disclosure
in the filing;
o 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
o the Company 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.
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If you have any questions about our responses or require any additional
information, please do not hesitate to call me at (423) 586-8421 or Aaron Kaslow
or Edward Olifer of Muldoon Murphy & Aguggia LLP at (202) 362-0840.
Very truly yours,
JEFFERSON BANCSHARES, INC.
/s/ Jane P. Hutton
Jane P. Hutton
Chief Financial Officer
cc: Joyce Sweeney, Accounting Branch Chief, Securities and Exchange Commission
Anderson L. Smith, Jefferson Bancshares, Inc.
Aaron M. Kaslow, Muldoon Murphy & Aguggia LLP
Edward G. Olifer, Muldoon Murphy & Aguggia LLP