SEC Comment Letter for Banco BBVA Argentina S.A. (BBAR) (CIK 0000913059) (BBAR) — Feb 26, 2009
Banco BBVA Argentina S.A. (BBAR) (CIK 0000913059)
Date: Feb. 26, 2009 · CIK: 0000913059 · Accession: 0000000000-09-010230
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-12568
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 4561 February 26, 2009 By U.S. Mail and Facsimile to: (212) 450-3779 Martin Ezequiel Zarich Chief Financial Officer BBVA Banco Frances S.A. Reconquista 199 (C1003ABB) Buenos Aires Republic of Argentina
Re: BBVA Banco Frances S.A. Form 20-F for the Fiscal Year Ended December 31, 2007 File No. 001-12568
Dear Mr. Zarich:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise 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 deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. 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. Form 20-F for the Fiscal Year Ended December 31, 2007
Item 7. Major Shareholders and Related Party Transactions
Related Party Transactions, page 132
1. We note that the company has not identif ied the names of the key management personnel included in the rela ted party transactions tabl e on page 134. In future filings, please identify the director, senior management member or other related
Martin Ezequiel Zarich BBVA Banco Frances S.A. February 26, 2009 Page 2
party required to be described by Item 7.B of Form 20-F who received the loan. In the alternative, please confirm that th e company will comply with Instruction 2 or 3 to Item 7.B of Form 20-F, if applicable.
Exhibits 12.1 and 12.2
Section 302 Certifications 2. We note that paragraphs 2, 3, 4 and 5 of your certifications included as Exhibits 12.1 and 12.2 to the Form 20-F contain modifications of the exact form of certification as set forth in the instructi ons to the exhibits in Form 20-F. For example, the certifications include a refe rence to the “Annual Report” rather than referring only to the “report” and use the word “registran t” instead of “company”. In future filings, please ensure that the cer tifications are in the exact form as set forth in the instructions to the exhibi ts in Form 20-F, except as otherwise indicated in Commission statemen ts or staff interpretations. Closing Comments
As appropriate, please amend your filings and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s 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 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 comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the
Martin Ezequiel Zarich BBVA Banco Frances S.A. February 26, 2009 Page 3
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Please contact Justin Dobbie at (202) 551-3469 or me at (202) 551-3434 with any questions. Sincerely,
Michael R. Clampitt Staff Attorney cc: Andres V. Gil Davis Polk & Wardwell (By facsimile)
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 4561
February 26, 2009
By U.S. Mail and Facsimile to: (212) 450-3779
Martin Ezequiel Zarich Chief Financial Officer BBVA Banco Frances S.A. Reconquista 199 (C1003ABB) Buenos Aires Republic of Argentina
Re: BBVA Banco Frances S.A.
Form 20-F for the Fiscal Year Ended December 31, 2007
File No. 001-12568
Dear Mr. Zarich:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filings. 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.
Form 20-F for the Fiscal Year Ended December 31, 2007
Item 7. Major Shareholders and Related Party Transactions
Related Party Transactions, page 132
1. We note that the company has not identif ied the names of the key management
personnel included in the rela ted party transactions tabl e on page 134. In future
filings, please identify the director, senior management member or other related
Martin Ezequiel Zarich
BBVA Banco Frances S.A. February 26, 2009 Page 2
party required to be described by Item 7.B of Form 20-F who received the loan.
In the alternative, please confirm that th e company will comply with Instruction 2
or 3 to Item 7.B of Form 20-F, if applicable.
Exhibits 12.1 and 12.2
Section 302 Certifications
2. We note that paragraphs 2, 3, 4 and 5 of your certifications included as Exhibits
12.1 and 12.2 to the Form 20-F contain modifications of the exact form of certification as set forth in the instructi ons to the exhibits in Form 20-F. For
example, the certifications include a refe rence to the “Annual Report” rather than
referring only to the “report” and use the word “registran t” instead of “company”.
In future filings, please ensure that the cer tifications are in the exact form as set
forth in the instructions to the exhibi ts in Form 20-F, except as otherwise
indicated in Commission statemen ts or staff interpretations.
Closing Comments
As appropriate, please amend your filings and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s 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 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
Martin Ezequiel Zarich
BBVA Banco Frances S.A. February 26, 2009 Page 3
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Justin Dobbie at (202) 551-3469 or me at (202) 551-3434 with any
questions.
Sincerely,
Michael R. Clampitt Staff Attorney
cc: Andres V. Gil
Davis Polk & Wardwell
(By facsimile)