August 5, 2005
Mail-Stop 4561
Via facsimile and U.S. Mail
Mr. Richard L. Harbaugh
President and Chief Operating Officer
Equitable Financial Corp.
113-115 North Locust Street
Grand Island, Nebraska 68801
Re: Equitable Financial Corp.
Form SB-2
File No. 333-126617
Filed July 15, 2005
Dear Mr. Harbaugh:
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 on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
Prospectus Cover Page
1. Revise the third sentence of the fourth paragraph to indicate
that, "(I)f the offering is extended beyond (Extension Date 1),
subscribers will have their funds promptly returned unless they
reconfirm their subscription."
The Offering
Purchase Price - page 4
2. Revise to delete the second sentence or revise the sentence to
indicate Sandler O`Neill will receive fees from the proceeds.
Risk Factors
Risks Related to Our Business - page 18
3. Revise the second risk to add disclosure of the costs incurred
for
the offices opened since March 31, 2005. In addition, disclose how
many new employees have been hired for these offices. If
additional
costs are expected to be incurred for these new offices and/or new
employees are anticipated for these offices, please disclose.
4. Revise the risk related to increased commercial lending to
disclose the largest exposure to one borrower and the internal
and/or
regulatory cap on exposure to one borrower.
Use of Proceeds - page 28
5. Please disclose the estimated cost of the planned expansion of
the
new branches.
MD&A
Operating Strategy - page 49
6. Revise the disclosures relating to non-deposit investments on
page
51 to name the third party broker/dealer.
Liquidity Management - page 73
7. Noting that the FHLB advances are costing significantly more
than
the securities available for sale are earning, briefly discuss why
the Bank is holding the securities. In addition, if prepayment
penalties will occur on early payment of the advances, disclose
the
potential amounts.
Off-Balance Sheet Arrangements - page 75
8. Revise to disclose whether the Bank or Company anticipates
engaging in hedging activities in the future.
Current Agreements - page 81
9. In the second bullet point, please disclose the maximum amount
of
the incentive bonus that could be paid. If there is no maximum,
please note.
The Reorganization and Stock Offering
Effect on Voting Rights of Members - page 99
10. Noting in the last sentence of the second paragraph that
"most"
matters will be controlled by the MHC, revise to disclose those
matters that will not be controlled by the MHC.
Structure of the Charitable Foundation - page 116
11. Revise to briefly discuss compensation of the directors,
whether
or not employees are expected to be hired and whether or not there
are any requirements to make grants and loans.
Beneficial Ownership Limitation - page 119
12. Revise to add a risk factor disclosing that no person can
purchase more than 10% of the stock for a period of 5 years. The
caption should state, "Possible adverse impact on price may result
from charter restrictions on accumulating stock" or another
similar
caption.
Legal and Tax Opinion Exhibits
13. Revise to include final versions, dated and signed, in a pre-
effective amendment.
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 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.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Any questions regarding the accounting comments may be
directed
to Amanda Roberts (202) 551-____ or John Nolan at (202) 551-3492.
All other questions may be directed to Michael Clampitt at (202)
551-
3434 or to me at (202) 551-____.
Sincerely,
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Equitable Financial Corp.
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