Mail Stop 7010
September 2, 2005
via U.S. mail and facsimile
J. Randall Clemons
President and Chief Executive Officer
Wilson Bank Holding Company
623 West Main Street
Lebanon, Tennessee 37087
Re: Wilson Bank Holding Company
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 16, 2005
Form 10-K/A for Fiscal Year Ended December 31, 2004
Filed April 29, 2005
Forms 10-Q for Fiscal Quarters Ended March 31, 2005 and June 30,
2005
File No. 0-20402
Dear Mr. Clemons:
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. In our comments, we are asking you to
provide us with information so we may better understand your
disclosure. Please be as detailed as necessary in your
explanation.
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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K/A for the Fiscal Year Ended December 31, 2004
Item 9A. Controls and Procedures, page 4
Evaluation of Disclosure Controls and Procedures, page 4
1. We note that you have identified a material weakness as of
December 31, 2004 and concluded that your internal control over
financial report was not effective. Please tell us how you were
able
to conclude that disclosure controls and procedures were
ineffective
in accordance with Item 307 of Regulation S-K in your Form 10-K
for
the fiscal year ended December 31, 2004 and your Forms 10-Q for
the
fiscal quarters ended March 31, 2005 and June 30, 2005 in light of
the material weakness identified and that no changes in your
internal
control over financial reporting occurred during the fiscal
quarters
ended March 31, 2005 and June 30, 2005.
Report of Management on Internal Control Over Financial Reporting,
page 4
2. In your disclosure, you state, "The chief financial officer
accumulates financial information and electronic files which are
provided to the Company`s registered public accounting firm. The
accounting firm assembles an initial draft of the financial
statements and related notes which management of the Company
thereafter reviews and revises as appropriate. The lack of
controls
could result in incomplete or inaccurate disclosures in the
financial
statements." Based on these statements, it is unclear how your
Audit
Committee determined that your independent registered public
accounting firm, Maggart & Associates, P.C., complied with the
SEC`s
auditor independence rules. Please provide us with a detailed
explanation as to why your Audit Committee believes Maggart &
Associates, P.C. is independent. Please refer to Section II.B.1.
of
Rule 33-8183 for guidance.
Form 10-Q for the Fiscal Quarter Ended June 30, 2005
Item 4. Controls and Procedures, page 25
3. We note that in your controls and procedures disclosures for
your
Forms 10-Q for the fiscal quarters ended March 31, 2005 and June
30,
2005, you did not have any changes to your internal control over
financial reporting, even though you reported that you had a
material
weakness as of December 31, 2004. Please tell us how you intend
to
correct this material weakness, including when you expect to make
such changes to your internal control over financial reporting to
correct the material weakness. Refer to Item 308(c) of Regulation
S-
K for guidance.
* * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested information. Detailed response letters
greatly facilitate our review. Please file your response letter
on
EDGAR. Please understand that we may have additional comments
after
reviewing 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 Tracey Houser, Staff Accountant, at (202)
551-
3736, or me at (202) 551-3255, if you have questions regarding
comments on the financial statements and related matters.
Sincerely,
Nili Shah
Accounting Branch Chief
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J. Randall Clemons
Wilson Bank Holding Company
September 2, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE