SEC Trends & Developments - Summer 2012 - Latest Comments from the Commission
“Latest Comments from the Commission” intends to highlight quotes from recent SEC comment letters. For a complete listing of SEC comment letters and registrants' response, please visit the commission's website at www.sec.gov.
In future filings, revise each sub caption relating to each risk factor, to comply with Item 503(c) which requires that each sub caption adequately describe the respective risk and with Staff Legal Bulletin No.7. For instance, several of your sub captions fail to identify any consequence of a risk materializing. Others have vague consequences such as it would adversely affect you.
We note that your loan portfolio is highly concentrated in the following respects:
- ninety six percent of your loans are in real estate;
- all of your loans are geographically concentrated in south and southwest Chicago and the western suburbs of Chicago; and
- over fifteen percent of your loans is to companies controlled by two individuals (which exceed limits set by the OTS).
Please consider adding a risk factor addressing the risks associated with such high concentrations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Schedule 14A Audit Committee
Please provide to us and undertake to include in your future filings a more detailed explanation, consistent with Item 407(d)(5)(C), of the reasons why you do not have an audit committee financial expert on your Audit Committee. Please explain how your current members have “sufficient knowledge and experience” and identify which of the attributes enumerated in Item 407(5)(C) your members possess.
Please provide to us and undertake to include in your future filings, a description of your process for identifying and evaluating nominees as required by Item 407(c)(2)(vi) including how your nominating committee considers diversity in identifying nominees for director. Confirm to us Item 407(c)(2)(ix) that you did not receive any recommended nominees from a security holder that beneficially owned more than five percent of your stock.
Please provide to us and undertake to include in your future filings disclosure of the role of executive officers in determining the amount of director compensation, as required by 407(e)(3)(iii).
Transactions with Related Persons
Please provide to us and undertake to include in your future filings the disclosure required by Item 404 including the following:
- revise the last sentence to state, as required by Item 404(a) Instruction (4)(c)(ii), whether or not each of the loans “were made on substantially the same terms including interest rates and collateral, as those prevailing at the time for comparable loans with person not related” to you; and
- revise the last sentence to state, as required by Item 404(a) Instruction (4)(c), whether either of the loans is nonaccrual, past due, restructured or potential problems.
SEC Trends & Developments - Summer 2012 Issue