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
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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
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