Mail Stop 4561
August 16, 2005
Patrice M. Lima
Vice President, Controller
Blue River Bancshares, Inc.
29 East Washington Street
Shelbyville, Indiana 46176
Re: Blue River Bancshares, Inc.
Item 4.02 Form 8-K
Filed April 20, 2005
Form 10-KSB for the fiscal year ended
December 31, 2004
Forms 10-QSB for quarterly periods ended
March 31, 2005 and June 30, 2005
File No. 000-24501
Dear Ms. Lima:
We have reviewed your filings and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our comments. 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 more information so we may better
understand
your disclosure. After reviewing this information, we may 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.
Form 8-K Item 4.02 Filed April 20, 2005
1. We note that you reported the material weakness with respect to
your controls over accounting for SFAS 91 in your filed 2004 Form
10-
KSB. Please tell us how you determined that:
* You did not have to file a Form 8-K Item 4.02 upon discovering
the
error in your previously issued financial statements;
* The incorrect accounting for deferred loan fees and costs
impacted
only your financial statements included in 2004 periodic reports
and
none of your previously filed financial statements; and
* No disclosure of the correction of the error was required in the
2004 Form 10-KSB. It appears to us that the correction
significantly
impacted your net income for fiscal 2004 as well as each of the
quarters in 2004.
2. Please file restated financial statements for each of the
quarters
in 2004 in amended Forms 10-QSB to disclose the correction of
error
in accordance with paragraph 37of APB Opinion No. 20.
Form 10-KSB For The Fiscal Year Ended December 31, 2004
Item 8A. Controls And Procedures
Evaluation Of Disclosure Controls And Procedures, page 21
3. Please revise to expressly disclose the conclusions of your
principal executive and principal financial officers regarding the
effectiveness of your disclosure controls and procedures as of the
end of the period covered by the report. Your current disclosure
only
addresses the evaluation of your disclosure controls and
procedures.
Form 10-QSB For The Quarterly Period Ended March 31, 2005
Item 3. Controls And Procedures
Evaluation Of Disclosure Controls And Procedures, page 21
4. Please revise to include unqualified conclusions of your
principal
executive and principal financial officers regarding the
effectiveness of your disclosure controls and procedures as of the
end of the period covered by the report. Refer to Question 5 of
Division of Corporation Finance FAQ (revised October 6, 2004) on
Management`s Report on Internal Control Over Financial Reporting
and
Certification of Disclosure in Exchange Act Periodic Reports.
Limitations On Effectiveness Of Controls, page 21
5. We note your disclosures that control systems can only provide
reasonable assurance that objectives of the control system are
met.
Please revise the conclusions of your principal executive and
financial officers to expressly disclose, if true, whether the
disclosure controls and procedures are effective at the reasonable
assurance level. Refer to Section II.F.4 of the Commission`s
Release
No. 33-8238.
Form 10-QSB For The Quarterly Period Ended June 30, 2005
Item 3. Controls And Procedures
Evaluation Of Disclosure Controls And Procedures, page 25
6. Please revise this section to incorporate changes similar to
those
requested in the comments on the Form 10-QSB for the quarter ended
March 31, 2005.
As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
respond.
You may wish to provide us with
marked copies of the amendment 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 cover letters greatly facilitate
our
review. Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under
the Securities Exchange Act of 1934 and that they have provided
all
information investors require for an informed investment 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.
Questions may be directed to Chris Harley at (202) 551-3695
or
me at (202) 551- 3423.
Sincerely,
Amit Pande
Assistant Chief Accountant
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Ms. Patrice Lima
Vice President, Controller
Blue River Bancshares, Inc.
August 16, 2005
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