Mail Stop 0408
December 6, 2006
David K. Johnson
President and Chief Executive Officer
WSB Financial Group, Inc.
607 Pacific Avenue
Bremerton, Washington 98337
Re: WSB Financial Group, Inc.
Amendment Number Four to Registration Statement on Form S-1
File No. 333-137038
Filed November 27, 2006
Dear Mr. Johnson:
We have reviewed your filing and your letters of November
22,
November 27, and November 30. Our comments are set forth below.
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
information so we may better understand your disclosure. 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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please submit on EDGAR all correspondence, including
attachments
that you have sent to the Commission staff since you filed your
Form
S-1.
Our Market Area, page 3
2. We note your response to comment 3 and comment 6 of our letter
to
you dated November 22, 2006. As we requested, please revise the
second paragraph in this section and the first paragraph on page
57
to balance your discussion by disclosing that according to your
federal banking regulator, the Federal Deposit Insurance
Corporation,
your main office in Bremerton is located in a "low income" area
and
that the five branches are located in "middle income" areas.
Management`s Discussion and Analysis, page 21
3. We note your response to comment 5 of our letter to you dated
November 22, 2006. Please revise the statement you added, in the
third paragraph on page 21, that 88 percent of your revenues is
derived from real estate since it appears, on page F-3, that a
higher
percent of your revenues are from real estate when you include the
net gain on sale of loans (which are residential mortgages).
Please
include this revised statement in the first paragraph of the
summary
on page 1.
Seattle Metropolitan Statistical Area, page 59
4. We note your response to comment 7 of our letter to you dated
November 22, 2006. We note that this section is duplicative of
your
disclosure in the sections entitled Pierce County and South King
County that immediately precede this section. Please eliminate
the
confusion and please revise as follows:
* replace each abbreviation for MSA with the full term;
* disclose that the term is defined by the U.S. Census Bureau;
* clarify that your two locations in the Seattle Metropolitan
Statistical Area are the loan production office in Federal Way in
King County and the branch office in Gig Harbor in Pierce County;
and
* disclose the distance of these two locations from Seattle.
Underwriting, page 94
5. We note your response to comment 8 of our letter to you dated
November 22, 2006. As we requested in comment 8 of our letter to
you
dated November 22, 2006 and comment 16 of our letter to you dated
November 9, 2006, please provide more detail, in both the summary
the
Underwriting section, regarding the circumstances under which D.A.
Davidson believes it may change the offering price and other
selling
terms during the initial public offering and distribution. Please
provide us with your legal analysis of how changing the offering
price and other selling terms would be consistent with the
securities
laws. Please confirm that before you or D.A. Davidson changes
the
offering price or offering terms you will file a post effective
amendment, indicating all such changes, with the Commission and
the
Commission shall have declared it effective.
* * * * * * * * * * * * *
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 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 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 and each filing person
acknowledging that:
* the company or filing person 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 or filing person 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 Rebekah Moore at (202) 551-3463 or Kevin
L.Vaughn at 202-551-3494 if you have questions regarding comments
on
the financial statements and related matters. Please contact
either
Jonathan E. Gottlieb at (202) 551-3416 or me at (202) 551-3491
with
any other questions.
Sincerely,
Todd K. Schiffman
Assistant Director
cc. Thomas A. Sterken, Esquire
Keller Rohrback, L.L.P.
Suite 3200
1201 Third Avenue
Seattle, Washington 98101
David K. Johnson
WSB Financial Group, Inc.
December 6, 2006
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