December 20, 2004
Mail Stop 0408
By U.S. Mail and facsimile to (202) 966-9409.
Tony D. Whitaker
Chief Executive Officer
Kentucky First Federal Bancorp
479 Main Street
Hazard, KY 41702
Re: Kentucky First Federal Bancorp
Form S-1, Amendment No. 2 filed December 9, 2004
File No. 333-119041
Frankfort First
Revised Preliminary Proxy Statement filed December 9, 2004
Form 10-K for Fiscal Year ended June 30, 2004
File No. 0-26360
Dear Mr. Whitaker:
We have reviewed your filing and have the following 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
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.
Registration Statement on Form S-1 for Kentucky First Bancorp.
Prior Comments 4 & 5
1. We note your responses and, though not necessarily agreeing
with
the points outlined in your response letter, have determined not
to
pursue the issues beyond the revised disclosure.
Prior Comment 6
2. This will confirm our agreement with counsel that you will add
a
column to the table which reflects the cumulative appreciation to
date information for the after market.
Selected Financial and Other Data of First Federal of Hazard -
page
25
3. Please revise to remove "Unaudited" from the September 30
information presented in the tables and in the introductory
paragraph
where you state, "the unaudited selected data..." Labeling or
identifying this information as unaudited can create the
impression
that the unlabeled information is audited. If you have engaged
your
auditors to report on the selected financial data which is not
labeled, please include their report and have them revise their
consent accordingly. If you have not engaged your auditors to
report
on the selected financial data, the statement that the information
is
derived from either audited or unaudited information in the
headnote
to the data is sufficient to inform investors that they have not
reported on the information.
Pro Forma Data - page 45
4. As of September 30, 2004, the estimated market value of the
Federal Home Loan Bank Advances as submitted in your response
dated
December 9, 2004 is $42,093,000. As shown in your response this
reflects a premium of $4,093,000 over the $38,000,000 principal
amount of the advances. As the carrying amount of these advances
on
Frankfort First Bancorp`s balance sheet as of September 30, 2004
is
$43,444,000, it appears the fair value adjustment should reduce
these
advances by $1,351,000 rather than increase the fair value to
$47,537,000. Please revise the fair value adjustment in the
proforma
financial data and the disclosure in note A-10 to Frankfort First
Bancorp`s consolidated financial statements.
5. Please revise your pro forma balance sheets to record the core
deposit intangible as an increase to other assets rather than a
decrease to deposits.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. 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 supplemental 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 filings 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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
You may contact Heidi Berg, Staff Accountant, at (202) 824-
5463
or Donald Walker, Senior Assistant Chief Accountant, at (202) 942-
1799 if you have questions regarding comments on the financial
statements and related matters. You may contact me at (202) 942-
1779
any other questions regarding this review.
Sincerely,
Barry McCarty
Senior Counsel
cc: Via US MAIL AND FACSIMILE: (202) 966-9409
Gary R. Bronstein, Esquire
Joel E. Rappoport, Esquire
Muldoon Murphy Faucette & Aguggia LLP
5101 Wisconsin Avenue, N.W.
Washington, D.C. 20016
(202) 362-0840
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Kentucky First Federal Bancorp
Tony D. Whitaker, CEO
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