20549-0408
May 11, 2005
Gary Ocepek
President
Ottawa Savings Bancorp, Inc
925 LaSalle Street
Ottawa, Illinois 61350
Re: Ottawa Savings Bancorp, Inc.
Form SB-2, amendment number 1, filed May 3, 2005
File Number 333-123455
Dear Mr. Ocepek:
We have reviewed your amended Form SB-2 and have the
following
comments. Where indicated, we think you should revise your
documents
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 have
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.
Capitalization - page 24
1. Please review for presentational consistency and revise as
necessary the number of shares offered for each scenario shown in
various tables, including but not limited to: Use of Proceeds -
page
21, Regulatory Capital Compliance - page 25, and the Pro Forma
Data
section - pages 26 to 31.
Regulatory Capital Compliance - page 25
2. Please revise the table to include the data for each of the
offering scenarios discussed in the explanatory paragraph
preceding
the table. As presented, all the scenarios provided have the same
results.
Management`s Discussion and Analysis of Results of Operations and
Financial Condition
Rate/Volume Analysis - page 38
3. Please revise the table to include the 2003 comparison from
2002
or advise why the data has been excluded. Refer to Item 1.C of
Industry Guide III.
Allowance for Loan Losses - page 51
4. Please revise the discussion of the increase in the unallocated
category of your loan loss allowance to specifically address what
effect the changes in asset quality of the loan portfolio have had
on
the provision and allowance allocation.
5. Supplementally, please describe any understandings or
agreements
you may have with your regulators concerning current and future
estimate changes in your loan loss provision and allowance.
* * * * *
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.
Direct any questions on accounting matters to Paula Smith at
202-551-3696, or to Don Walker, Senior Assistant Chief Accountant,
at
202-551-3490. Please direct any other questions to David Lyon at
202-551-3421, or to me at 202-551-3417.
Sincerely,
Barry McCarty
Senior Counsel
By fax : J. Brett Pritchard
Fax number 312-443-0336
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Ottawa Savings Bancorp, Inc.
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