BAKER TRI-CITIES TENNESSEE/VIRGINIA
DONELSON 207 MOCKINGBIRD LANE
BEARMAN, CALDWELL SUITE 300
& BERKOWITZ, PC JOHNSON CITY, TENNESSEE 37604
PHONE: 423.928.0181
FAX: 423.928.5694
MAILING ADDRESS:
P.O.BOX 3038
JOHNSON CITY, TENNESSEE 37602
www.bakerdonelson.com
LINDA M. CROUCH-MCCREADIE
Direct Dial: (423) 975-7623
Direct Fax: (423) 979-7623
E-Mail Address: lcrouch@bakerdonelson.com
September 29, 2005
Ms. Jessica Livingston
Senior Attorney
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: United Tennessee Bankshares, Inc.
Amendment No. 3 to Schedule 13E-3
Amendment No. 3 to Preliminary Schedule 14A
Filed September 19, 2005
File No. 05-23551
Dear Ms. Livingston:
This letter responds to the comments received from the Staff of the
Securities and Exchange Commission by letter dated September 28, 2005, to Mr.
Christopher Triplett, with respect to the above-referenced filings of United
Tennessee Bankshares, Inc. (the "Company" or "Registrant").
The following discussion summarizes the manner in which we have revised the
Preliminary Schedule 14A in response to Staff comments made in the September 28,
2005 letter (the "Letter"). The following paragraphs of this letter are numbered
to correspond to the numbers of the comments contained in the Letter and page
numbers refer to pages in the Amendment to the Preliminary Schedule 14A "marked
to show changes."
Preliminary Schedule 14A
- ------------------------
Background of the Going Private Merger Proposal, page 12
- --------------------------------------------------------
1. Registrant has added additional information regarding the nature of the
offering party. Please see page 13.
We have provided staff with marked copies of the amendment to the Schedule
14A and Schedule 13E-3 to expedite its review.
If you have any questions or require additional information, please feel
free to contact me.
Very truly yours,
/s/ Linda M. Crouch-McCreadie
Enclosure
cc: Richard G. Harwood