SEC Comment Letter for COMMERCE BANCSHARES (CBSH) — Apr 10, 2009
COMMERCE BANCSHARES INC /MO/ (CBSH) (CIK 0000022356)
Date: April 10, 2009 · CIK: 0000022356 · Accession: 0000000000-09-018951
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-02989
Referenced dates: April 3, 2009
Letter
DIVISION OF CORPORATION FINANCE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 April 10, 2009 By U.S. Mail and Facsimile to: (816) 234-2369 Jeffery D. Aberdeen Controller Commerce Bancshares, Inc. 1000 Walnut Kansas City, MO 64106
Re: Commerce Bancshares, Inc. Form 10-K for the Fiscal Year Ended December 31, 2008 File No. 000-02989
Dear Mr. Aberdeen:
We have reviewed the above referenced fili ng, related materials and your response letter dated April 3, 2009 and have the following co mments. Where indicated, we think your documents should be revised. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessa ry. Please be as detailed as necessary in your explanation. In your respons e, please indicate your intent to include the requested revision in future filings and provide a draft of your proposed disclosure. 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 have additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements 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 fr ee to call us at the telephone numbers listed at the end of th is letter.
Form 10-K for the Fiscal Year Ended December 31, 2008
Item 13. Certain Relationships and Relate d Transactions, and Di rector Independence
Jeffery D. Aberdeen Commerce Bancshares, Inc. April 10, 2009 Page 2 Definitive Proxy Statement on Schedule 14A
Transactions With Related Persons, page 12
1. We note your response to our prior comment 2. However, your narrative disclosure in Note 20 to the Consolidated Financial Statements on page 109 of the Form 10-K seems to imply that during 2007 and 2008, the only paymen ts to Tower Properties Company (other than dividends paid on stock held by Tower) related to leased surface parking lots. Please explain the payments described in this section and shown in the table in Note 20 that do not appear to be related to leased surface parking lots.
Closing Comments
Please respond to this comment within ten bus iness days or tell us when you will provide us with a response. Your re sponse letter should key your respons es to our comments, indicate your intent to include the request ed revision in future filings, provide a draft of your proposed disclosure and provide any requested information. We may ha ve additional comments after reviewing your response.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information re quired under the Securities Exchange Act of 1934 and that they have provi ded all information investors require for an informed investment decision. Since the compa ny and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made. In connection with responding to our comment s, please provide, in writing, a statement from the company acknowledging that: • the company 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 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.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the sta ff of the Division of Corporati on Finance in our review of your filing or in response to our comments on your filing.
Jeffery D. Aberdeen Commerce Bancshares, Inc. April 10, 2009 Page 3 Please contact Michael Seaman at (202) 551-3366 or me at (202) 551-3698 with any questions. Sincerely,
Mark Webb Legal Branch Chief
Show Raw Text
DIVISION OF CORPORATION FINANCE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 April 10, 2009 By U.S. Mail and Facsimile to: (816) 234-2369 Jeffery D. Aberdeen Controller Commerce Bancshares, Inc. 1000 Walnut Kansas City, MO 64106 Re: Commerce Bancshares, Inc. Form 10-K for the Fiscal Year Ended December 31, 2008 File No. 000-02989 Dear Mr. Aberdeen: We have reviewed the above referenced fili ng, related materials and your response letter dated April 3, 2009 and have the following co mments. Where indicated, we think your documents should be revised. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessa ry. Please be as detailed as necessary in your explanation. In your respons e, please indicate your intent to include the requested revision in future filings and provide a draft of your proposed disclosure. 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 have additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements 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 fr ee to call us at the telephone numbers listed at the end of th is letter. Form 10-K for the Fiscal Year Ended December 31, 2008 Item 13. Certain Relationships and Relate d Transactions, and Di rector Independence Jeffery D. Aberdeen Commerce Bancshares, Inc. April 10, 2009 Page 2 Definitive Proxy Statement on Schedule 14A Transactions With Related Persons, page 12 1. We note your response to our prior comment 2. However, your narrative disclosure in Note 20 to the Consolidated Financial Statements on page 109 of the Form 10-K seems to imply that during 2007 and 2008, the only paymen ts to Tower Properties Company (other than dividends paid on stock held by Tower) related to leased surface parking lots. Please explain the payments described in this section and shown in the table in Note 20 that do not appear to be related to leased surface parking lots. Closing Comments Please respond to this comment within ten bus iness days or tell us when you will provide us with a response. Your re sponse letter should key your respons es to our comments, indicate your intent to include the request ed revision in future filings, provide a draft of your proposed disclosure and provide any requested information. We may ha ve additional comments after reviewing your response. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information re quired under the Securities Exchange Act of 1934 and that they have provi ded all information investors require for an informed investment decision. Since the compa ny and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made. In connection with responding to our comment s, please provide, in writing, a statement from the company acknowledging that: • the company 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 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. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the sta ff of the Division of Corporati on Finance in our review of your filing or in response to our comments on your filing. Jeffery D. Aberdeen Commerce Bancshares, Inc. April 10, 2009 Page 3 Please contact Michael Seaman at (202) 551-3366 or me at (202) 551-3698 with any questions. Sincerely, Mark Webb Legal Branch Chief