Mail-Stop 4561
October 11, 2006
(Via facsimile and U.S. Mail)
Mr. Mark S. White
President and Chief Executive Officer
239 East Main Street
Pawhuska, Oklahoma 74056
Re: Osage Bancshares, Inc.
Registration Statement on Form S-1
Filed September 15, 2006
File Number 333-137377
Dear Mr. White:
We have reviewed your Form S-1 and have the following
comments.
Please note that we have conducted a full review and our
accounting
staff has no comments at this time. 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.
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.
General
1. The staff notes the registration of "interests" in 401(k) plan.
In
this regard, please file the 401(k) prospectus with the next pre-
effective amendment or advised the staff as to what Prospectus the
Company intends to use for current 401(k) participants.
2. We note the holders who are being asked to exchange their
shares
do not appear to have the proxy information required for them to
make
an investment decision. Please revise to include the information
in
the next pre-effective amendment (a joint proxy prospectus or S-4
type disclosures) or advise us as to how such holders will be
provided with such information. Please refer to Rule 145 of the
Securities Act of 1933.
3. Supplementally provide the staff with a copy of the Keller
appraisal (Bluebook).
4. Please note the updating requirements of Rule 3-12 of
Regulation
S-X.
5. Please file updated consents for all audited financial
statements
included in your next filing.
Summary, page 1
6. Revise to add a subsection titled, "Dissenters` Rights" and
explain therein each step that must be taken to perfect
dissenters`
rights as well as explain every action that cannot be taken if
holders want to dissent. In addition, add a cross-reference to
page
81 and the "Dissenters` and Appraisal Right" disclosures and
include
therein the federal rules and a complete disclosure of all
material
matters relating thereto. Finally, add a risk factor for
dissenters`
rights and disclose the recent stock price, the range of exchange
ratios, and disclose how the Company will pay for any dissenters`
shares.
Conditions to Completion of the Conversion, page 5
7. With a view towards additional disclosure, advise the staff if
any
level of dissenters` would impact the ability or the intention of
the
Company going forward with the conversion and offering.
Restrictions on Acquisition of Osage Bancshares, Inc., page 11
8. Revise the narrative to indicate whether these restrictions
currently exist under the present Articles or are new as a result
of
the new Incorporation.
Risk Factors
Our Growth Strategy ...., page 13
9. Revise herein, or the last paragraph on page 9, to reconcile
the
conflicting disclosures relating to the opening of new branches.
We Intend to Continue Increasing ....., page 13
10. Revise to also disclose the percentage growth in the last 2
years
for the other than one-to-four family first mortgages portfolios.
Increase in Market Rates, page 15
11. Revise to disclose the loss through September 30, 2006 if the
Form 10-Q is filed for that period prior to effectiveness.
Other Risks
12. Noting that the Company will change from a Federal charter to
become a Maryland corporation, consider adding a risk factor if
this
will result in any changes to the Regulation and Supervision of
any
of the Company`s entities.
13. Revise to add a risk factor to disclose any and all changes to
shareholder rights that result from the change to a Maryland
corporation. In addition, add a section to the "Effect of
Conversion
on Minority Stockholders" discussion beginning on page 81, and
explain in detail therein any and all changes to the by-laws and
Articles of Incorporation.
14. Consider adding a risk factor if the change to a Maryland
corporation results in any state tax changes that may result in
additional costs to the Company.
15. Add a risk factor or revise an existing risk factor to
disclose
and quantify the increased benefits to officers and directors
resulting from the proposed changes in benefit plans.
Use of Proceeds, page 20
16. Noting the disclosures regarding adding branches and acquiring
a
local financial institution, revise herein to disclose those
intentions. In addition, if there are any plans, arrangements or
understandings related to adding branches or acquiring another
financial institution, so state. If not, state in the negative. If
branches are to be opened, disclose the anticipated cost of each
opening.
Selected Consolidated Financial and Other Data, page 29
17. Please include selected quarterly financial data as required
by
Item 11(g) of Form S-1 and Item 302 of Regulation S-K.
Off-Balance Sheet Arrangements, page 42
18. Advise the staff of what other off-balance sheet instruments
you
are party to and the amounts involved.
Sources of Funds, page 60
19. Please revise to describe the reasons and potential impact on
liquidity and cost of funds due to the fact that your loan
portfolio
has grown at a significantly higher rate than your deposits. In
addition, discuss whether this trend may impact your ability to
continue to effectively grow your loan portfolio.
Jumbo Certificates of Deposit, page 62
20. Revise to disclose how often the municipals come up for
bidding
and when the next competitive bidding will occur.
Effect of the Conversion on Minority Stockholders, page 81
21. Revise to address voting rights, liquidation rights and the
right
to purchase in this offering. In addition, revise the dissenters`
rights subsection to clarify what holders must do and not do to
perfect their dissenters` rights.
Consolidated Financial Statements
Note 2 - Securities, page F-9
22. We note your disclosure that you have had mutual fund
investments
and mortgage-backed securities in an unrealized loss position for
greater than 12 months for each of the past two fiscal years.
Please
refer to paragraph 17(b) of FSP FAS 115-1 and SAB Topic 5:M and
disclose the following with respect to these investments as of the
fiscal year-end:
* the nature and terms of the investments;
* the severity and duration of impairment;
* changes in credit ratings, interest rates, and other factors
during
the periods presented;
* the time period you estimate until the forecasted recovery of
fair
value up to the cost of for each mutual fund investment and your
basis for that estimate; and
* how you determined that you have the intent and ability to
retain
your mutual fund investments for a period of time sufficient to
allow
for any anticipated recovery in market value in light of the fact
that these are equity investments for which there are not
contractual
provisions for a return of your principal investment.
Additional information is available in Section II H of the Current
Accounting and Disclosure Issues in the Division of Corporation
Finance, which can be found on our website at www.sec.gov.
23. Regarding your investment in mutual funds that invest in
primarily mortgage securities, please provide us with your
analysis
demonstrating the changes in the relevant interest rate index and
changes in the valuation of your investments during the last two
fiscal years. In your analysis, identify the specific interest
rate
index that you believe drives the valuation of this investment.
Provide us with the objective basis for your expectation regarding
interest rates and the specific point at which the investment`s
fair
value will equal cost.
Exhibit 5: Legality Opinion of Malizia Spidi & Fisch, PC
24. Please confirm that by "Maryland General Corporation Law"
counsel
also means all decisions of the Maryland Court of Appeals or the
state`s subordinate courts, the Constitution of the State of
Maryland
and the statutes of the State of Maryland necessary to interpret
the
Maryland General Corporation Law.
25. We note that counsel disclaims the obligation to update the
opinion in the event that they discover facts that render the
opinion
invalid. Please note that this does not remove the registrant`s
obligation under Item 601(b)(5) to provide a valid opinion as to
legality.
Exhibit 8.1: Tax Opinion of Malizia Spidi & Fisch, PC
26. The third paragraph of this opinion appears to assume several
legal conclusions. Please clarify whether counsel is relying upon
a
separate legal opinion to justify these assumptions and name the
counsel supplying that opinion, or revise the remove the
assumptions.
* * * * *
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 Rule 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.
Direct any questions on accounting matters to Joyce Sweeney
at
202-551-3449, or to John Nolan, Branch Chief, at 202-551-3492.
Please direct any other questions to Michael R. Clampitt at 202-
551-
3434, or to me at 202-551-3419.
Sincerely,
Christian Windsor
Special Counsel
By fax: James C. Stewart, Esq.
Malizia Spidi & Fisch, PC
901 New York Ave., N.W.
Washington, DC 20001
Fax number (202) 434-4661
Mark S. White
Osage Bancshares, Inc.
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