SecProbe.io

Filing text and metadata
Intelligence Terminal Search Probe Scores Topics IPO Watchlist Monthly Activity About API

SEC Company Response from TAYLOR CALVIN B BANKSHARES INC (CIK 0001003986) — Aug 4, 2005

TAYLOR CALVIN B BANKSHARES INC (CIK 0001003986)
Date: Aug. 4, 2005 · CIK: 0001003986 · Accession: 0001003986-05-000010

AI Filing Summary & Sentiment

Referenced dates: July 22, 2005

Date
August 1, 2005
Author
Chief Executive Officer
Form
CORRESP
Company
TAYLOR CALVIN B BANKSHARES INC (CIK 0001003986)

Letter

Calvin B. Taylor Bankshares, Inc. P.O. Box 5 Berlin, Maryland 21811-0005 (410) 641-1700 August 1, 2005 Ms. Kathleen Collins, Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549

Subject: Response to letter dated July 22, 2005 Calvin B. Taylor Bankshares, Inc. (Company) 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 Ms. Collins,

In response to the referenced letter, we are providing examples of the corrections we will make to our future periodic filings with SEC on pages 2 through 4 of this correspondence.

The undersigned acknowledge that: .. the Company is responsible for the adequacy and accuracy of disclosures in filings with United States Securities and Exchange Commission (Commission); .. comments by Commission staff or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the referenced filings; 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.

We appreciate the cooperative manner in which you have assisted us in improving and standardizing our disclosures and certifications.

Sincerely,
/s/ Reese F. Cropper, Jr.
Reese F. Cropper, Jr.
Chief Executive Officer

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
              Calvin B. Taylor Bankshares, Inc.
                         P.O. Box 5
                 Berlin, Maryland 21811-0005
                       (410) 641-1700

August 1, 2005

Ms. Kathleen Collins, Accounting Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549

Subject:   Response to letter dated July 22, 2005
           Calvin B. Taylor Bankshares, Inc. (Company)
           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 Ms. Collins,

     In response to the referenced letter, we are providing examples
of the corrections we will make to our future periodic filings with
SEC on pages 2 through 4 of this correspondence.

     The undersigned acknowledge that:
.. the Company is responsible for the adequacy and accuracy of
disclosures in filings with United States Securities and Exchange
Commission (Commission);
.. comments by Commission staff or changes to disclosure in response to
staff comments do not foreclose the Commission from taking any action
with respect to the referenced filings; 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.

     We appreciate the cooperative manner in which you have assisted
us in improving and standardizing our disclosures and certifications.

Sincerely,

/s/ Reese F. Cropper, Jr.
Reese F. Cropper, Jr.
Chief Executive Officer

/s/ Jennifer G. Hawkins
Jennifer G. Hawkins
Treasurer

Ms. Kathleen Collins, Accounting Branch Chief
United States Securities and Exchange Commission
Page 2

Item 9A. Controls and Procedures

1.     Commission Comment: "...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."

Company Response to 1.:
The process of evaluating disclosure controls and procedures was
conducted over a period of not more than 90 days prior to the
reporting period end, in order to be relied upon for a conclusion as
of the reporting period end.  We will clarify this in the wording of
Item 9A in future filings as follows:

     "The Company's management, including the CEO and Treasurer,
performed an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures as
of [reporting period end]."

2.     Commission Comment: "...Tell us how you intend to address your
       officers' conclusions regarding the effectiveness of your
       disclosure controls and procedures."

Company Response to 2.:
We will address the effectiveness of our disclosure controls and
procedures in future filings as follows.  This statement will
immediately follow the statement in response to Commission Comment 1.:

"Based on that evaluation, the Company's management, including
the CEO and Treasurer, have concluded that the Company's
disclosure controls and procedures are effective."

3.     Commission Comment: "...Tell us how you intend to address your
       officers' conclusions regarding the effectiveness of your
       internal controls over financial reporting."

Company Response to 3.:
We will address the effectiveness of our internal controls over
financial reporting in future filings as follows:

"As of [reporting period end], the Company's management,
including the CEO and Treasurer, have concluded that the
Company's internal controls over financial reporting are
effective."

Ms. Kathleen Collins, Accounting Branch Chief
United States Securities and Exchange Commission
Page 3

Certification of Principal Executive Officer
4.     Commission Comment: "...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..."

Company Response to 4.:
We will modify our Section 302 certifications to comply with SEC
Release No. 33-8238 to read as follows:

Exhibit 31.1
Certification - Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002

I, Reese F. Cropper, Jr., certify that:
1.   I have reviewed this quarterly report on Form 10-Q of Calvin B.
     Taylor Bankshares, Inc.;
2.   Based on my knowledge, this report does not contain any untrue
     statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the
     circumstances under which such statements were made, not
     misleading with respect to the period covered by this report;
3.   Based on my knowledge, the financial statements, and other
     financial information included in this report, fairly present in
     all material respects the financial condition, results of
     operations and cash flows of the registrant as of, and for, the
     periods presented in this report;
4.   The registrant's other certifying officers and I are responsible
     for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
     and internal control over financial reporting (as defined in
     Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
     we have:
     a)  designed such disclosure controls and procedures, or caused
         such disclosure controls and procedures to be designed under
         our supervision,  to ensure that material information
         relating to the registrant, including its consolidated
         subsidiary, is made known to us by others within those
         entities, particularly during the period in which this
         report is being prepared;
     b)  designed such internal control over financial reporting, or
         caused such internal control over financial reporting to be
         designed under our 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;

Ms. Kathleen Collins, Accounting Branch Chief
United States Securities and Exchange Commission
Page 4

     c)  evaluated the effectiveness of the registrant's disclosure
         controls and procedures and presented in this report our
         conclusions about the effectiveness of the disclosure
         controls and procedures, as of the end of the period covered
         by this report based on such evaluation; and
     d)  disclosed in this report any change in the registrant's
         internal control over financial reporting  that occurred
         during the most recent fiscal quarter that has or is
         reasonably likely to materially affect the registrant's
         internal control over financial reporting; and
5.   The registrant's other certifying officers and I have disclosed,
     based on our most recent evaluation of internal control over
     financial reporting, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons
     performing the equivalent function):
     a)  all significant deficiencies and material weaknesses in the
         design or operation of internal control over financial
         reporting which are reasonably likely to adversely affect
         the registrant's ability to record, process, summarize and
         report financial information; and
     b)  any fraud, whether or not material, that involves management
         or other employees who have a significant role in the
         registrant's internal control over financial reporting.

                                    Calvin B. Taylor Bankshares, Inc.
Date:  _______                      By:
                                    Reese F. Cropper, Jr.
                                    Chairman & Chief Executive Officer

</TEXT>
</DOCUMENT>