SEC Comment Letter for TAYLOR CALVIN B BANKSHARES INC (CIK 0001003986) — Jul 22, 2005
TAYLOR CALVIN B BANKSHARES INC (CIK 0001003986)
Date: July 22, 2005 · CIK: 0001003986 · Accession: 0000000000-05-037833
AI Filing Summary & Sentiment
Letter
Room 4561 via fax (410) 641-4964 July 22, 2005 Reese F. Cropper, Jr. Chairman and Chief Executive Officer Calvin B. Taylor Bankshares, Inc. 24 North Main St. Berlin, MD 21811
Re: Calvin B. Taylor Bankshares, Inc Form 10-K for Fiscal Year Ended December 31, 2004 Filed March 15,2005 Form 10-Q for Fiscal Quarter Ended March 31, 2005 Filed May 10, 2005
Dear Mr. Cropper:
We have reviewed the above referenced filing and have the following comments. Please note that we have limited our review to the matters addressed in the comments below. Where indicated, we think you should revise your document 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 or may not raise additional comments.
Please understand that 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Item 9A. Controls and Procedures
1. We note your disclosure indicating that you have evaluated the effectiveness of your disclosure controls and procedures within 90 days of filing your December 31, 2004 Form 10-K and your March 31, 2005 Form 10-Q. Tell us what consideration you have given to SEC Release No. 33-8238 which requires that the evaluation be done as of the end of the period covered by the annual or quarterly reports.
2. We note that the CEO and the Treasure have concluded that the financial information and disclosures included in periodic SEC filings and the Company`s financial statements are fairly presented in conformity with generally accepted accounting principals. It does not appear that your certifying officers have reached a conclusion that your disclosure controls and procedures are effective. Tell us how you intend to address your officers` conclusions regarding the effectiveness of your disclosure controls and procedures.
3. We note that as of December 31, 2004, the Company assessed its internal control system and based on your assessment the Company believes that as of December 31, 2004, its system of internal control over financial reporting met those criteria. It does not appear that your certifying officers have reached a conclusion that your internal controls over financial reporting are effective. Tell us how you intend to address your officers` conclusions regarding the effectiveness of your internal controls over financial reporting.
Certification of Principal Executive Officer 4. We note that the Company meets the requirements of an accelerated filer and accordingly you included disclosures regarding management`s assessment of internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. Tell us how you considered Section III.D of Management`s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our website at http.//www.sec.gov/rules/final/33-8238.htm, with respect to your Section 302 certifications, to indicate that the company`s certifying officer(s) are responsible for establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under your supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Similar considerations should be made to the certifications included in your March 31, 2005 Form 10-Q.
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. You may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter with any amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing 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.
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 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 advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
You may contact me at (202) 551-3499 if you have questions regarding these comments.
Sincerely,
Kathleen Collins
Accounting Branch Chief
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Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Room 4561
via fax (410) 641-4964
July 22, 2005
Reese F. Cropper, Jr.
Chairman and Chief Executive Officer
Calvin B. Taylor Bankshares, Inc.
24 North Main St.
Berlin, MD 21811
Re: Calvin B. Taylor Bankshares, Inc
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 15,2005
Form 10-Q for Fiscal Quarter Ended March 31, 2005
Filed May 10, 2005
Dear Mr. Cropper:
We have reviewed the above referenced filing and have the
following comments. Please note that we have limited our review
to
the matters addressed in the comments below. Where indicated, we
think you should revise your document 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 or may not raise additional comments.
Please understand that 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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Item 9A. Controls and Procedures
1. We note your disclosure indicating that you have evaluated the
effectiveness of your disclosure controls and procedures within 90
days of filing your December 31, 2004 Form 10-K and your March 31,
2005 Form 10-Q. Tell us what consideration you have given to SEC
Release No. 33-8238 which requires that the evaluation be done as
of
the end of the period covered by the annual or quarterly reports.
2. We note that the CEO and the Treasure have concluded that the
financial information and disclosures included in periodic SEC
filings and the Company`s financial statements are fairly
presented
in conformity with generally accepted accounting principals. It
does
not appear that your certifying officers have reached a conclusion
that your disclosure controls and procedures are effective. Tell
us
how you intend to address your officers` conclusions regarding the
effectiveness of your disclosure controls and procedures.
3. We note that as of December 31, 2004, the Company assessed its
internal control system and based on your assessment the Company
believes that as of December 31, 2004, its system of internal
control
over financial reporting met those criteria. It does not appear
that
your certifying officers have reached a conclusion that your
internal
controls over financial reporting are effective. Tell us how you
intend to address your officers` conclusions regarding the
effectiveness of your internal controls over financial reporting.
Certification of Principal Executive Officer
4. We note that the Company meets the requirements of an
accelerated
filer and accordingly you included disclosures regarding
management`s
assessment of internal control over financial reporting as
required
by Section 404 of the Sarbanes-Oxley Act. Tell us how you
considered
Section III.D of Management`s Reports on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange
Act
Periodic Reports, SEC Release No. 33-8238, available on our
website
at http.//www.sec.gov/rules/final/33-8238.htm, with respect to
your
Section 302 certifications, to indicate that the company`s
certifying
officer(s) are responsible for establishing and maintaining
internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the company and have designed such
internal control over financial reporting, or caused such internal
control over financial reporting to be designed under your
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial
statements for external purposes in accordance with generally
accepted accounting principles. Similar considerations should be
made to the certifications included in your March 31, 2005 Form
10-Q.
As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response. Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. You
may wish to provide us with marked copies of any amendment to
expedite our review. Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information. Detailed cover letters greatly facilitate
our
review. Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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.
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 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact me at (202) 551-3499 if you have questions
regarding
these comments.
Sincerely,
Kathleen Collins
Accounting Branch Chief
??
??
??
??
Mr. Reese F. Cropper, Jr.
Calvin B. Taylor Bankshares, Inc
July 22, 2005
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