Mail Stop 0408
October 18, 2006
Mr. Thomas R. Burton
President and Chief Executive Officer
Hampden Bancorp, Inc.
19 Harrison Avenue.
Springfield, Massachusetts 01102
Re: Hampden Bancorp, Inc.
Registration Statement on Form S-1
File No. 333-137359
Filed September 15, 2006
Dear Mr. Burton:
We have reviewed your filings 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
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. Use no type smaller than the type used in most of the
prospectus.
Outside Front Cover Page Of Prospectus
2. Please comply with Item 501(b)(5) by highlighting the cross-
reference to risk factors.
3. Please delete the footnote to the table referring to a section
of
the prospectus. In addition, please delete, on the bottom of the
page, the phone number and reference on how to subscribe to the
offering.
Summary, page 1
4. In the preamble, please state that the Summary highlights
"material," not "selected" information.
How We Determined the Offering Range, page 4
5. Please revise the first sentence, on page 4, to explain that
you
determined the range of the number of shares based upon an
offering
price of ten dollars per share which equaled the appraised value.
In
addition, explain, in plain English, the term "pro forma market
value" as you use it on page 4 and elsewhere.
6. Please disclose, on page 4, the material factors on which RP
Financial based its appraisal instead of listing some of the
factors
that it considered "among others;"
7. Please revise the second paragraph on page 5 as follows:
* revise the table on the top of page 5 to include the number of
shares at the maximum as adjusted;.
* disclose the nature and extent of the "valuation adjustments"
made
by RP Financial to which you refer; and
* disclose the characteristics that RP Financial used to determine
that eleven publicly traded financial institutions were
"comparable"
to you.
8. Please revise the discussion relating to the table on page 6 as
follows:
* revise the table to include data for the third methodology price
to
assets;
* revise the table to include data for you and other companies as
of
the same date (not June 30 for you and September 1 for the peer
group); and
* explain, in plain English, by how much your stock price of ten
dollars would be more expensive or less expensive relative to the
peer group.
After-Market Performance of Mutual to Stock Conversions, page 7
9. Please revise the first paragraph of this section on page 7 as
follows:
* disclose, in the first sentence, the total number of mutual-to
stock conversions that were completed during the period;
* explain the basis for your selecting these seven particular
conversions out of all conversions during this period; and
* using the same factors used in selecting the peer group,
indicate
which of the seven companies and conversions are "comparable" to
you.
10. Please revise the table on page 7 as follows:
* disclose in a footnote for each respective company any
transaction
out of the ordinary course of business undertaken by any of the
seven
companies in connection with the conversion or thereafter;
* disclose in a footnote for each respective company whether it
undertook a two step conversion, and if so the date of the second
step;
* revise the last two lines of the table to clarify that the
average
and median data are only for the seven conversions that you
selected;
* disclose aggregate data for all conversions during this period;
and
* disclose the number of conversion during this period whose stock
did not appreciate.
11. Please revise your description of the table as disclosing
data
for "companies that only recently completed their initial public
offerings" to clarify that this table only includes data for seven
of
many companies that undertook conversions during this period.
We Will Form the Hampden Bank Charitable Foundation, page 10
12. Please disclose who will serve on the Board and who will
control
voting of the five percent interest.
Benefits of the Conversion to Management, page 11
13. Please summarize in one paragraph, using bullet points, all of
the benefits that your officers and directors will receive,
directly
and indirectly, immediate and long term, comparing the type of
benefit before the conversion with the benefit after the
conversion.
Please disclose the aggregate amount of benefits. Please
summarize
the costs to you of these benefits.
Purchases by Directors and Executive Officers, page 20
14. Please state, if true, that the purchases by directors and
officers will be for investment purposes.
Stock Information Center, page 22
15. Please delete the last clause of the next-to-last sentence on
page 22 and the words "and make no representation as to the
accuracy
of," in the last sentence.
Liquidity Risk Management, page 56
16. You indicate in Note 3 of your Financial Statements that your
unrealized losses on debt securities are not other than temporary
because the securities are issued by the Federal Government and
its
agencies and you have the intent and ability to hold the debt
securities for the foreseeable future. On page 56, you state that
your investment securities are classified as available for sale to
provide for flexibility in liquidity management and on page 75,
you
also state that you classify these securities as available for
sale
to satisfy regulatory and operational liquidity needs. Therefore,
please revise your disclosures to clarify that these securities
are
not available for liquidity purposes in the near term, and
disclose
the how long you anticipate that these securities will remain in
an
unrealized loss position and therefore not available for liquidity
purposes.
How We Determined the Offering Range and the $10.00 Purchase
Price,
page 110
17. Please provide more detail, in the second full paragraph on
page
111, regarding the peer group including but not limited to,
addressing comments issued regarding the summary of this section
on
page 4 and the following:
* identify the companies that compose the peer group;
* provide more detail regarding the selection and characteristics
of
the peer group, including how long they have been public, their
geographic locations, the extent to which their stock is publicly
traded and the extent to which is owned by depositors, borrowers
and
management; and
* disclose the range of each of the five characteristics (instead
of
the average) and compare with the pro forma results of the company
to
each.
18. Please provide more analysis of the table on page 112
including,
but not limited to, the following:
* provide analysis, in the last paragraph on page 111, of the
minimum, midpoint and maximum not just the maximum;
* disclose the results of the third analysis;
* reconcile your statement on page 111 that the appraisal did not
consider one valuation approach to be more important than the
other"
with your statement, in the second full paragraph on page 5,that
RP
financial "placed greatest emphasis" on two approaches;
* explain why you used data from different dates (earnings and
book
value of June 30 but stock prices as of September 1); and
* discuss in detail the "valuation adjustments to which you refer
in
the second full paragraph on page 5."
Consolidated Financial Statements
Summary of Significant Accounting Policies
Derivative Financial Instruments, page F-9
19. You disclose that you would use an interest rate swap to
convert
a portion of your variable rate mortgage loans to a fixed rate,
but
it is not clear whether you have actually entered into any such
hedging relationships. Please revise to clarify whether you have
any
cash flow hedges and if so, provide the applicable disclosures
required by SFAS 133.
5. Premises and Equipment, page F-18
20. Please revise to disclose your basis for selecting 5 years as
the
period over which to depreciate certain of your buildings.
13. On Balance Sheet Derivative Instruments and Hedging
Activities,
page F-25
21. We note that you utilize interest rate swaps to hedge a
portfolio
of certificates of deposit. Based on your disclosure on page F-25
it
appears that you are using the shortcut method to assess hedge
effectiveness. Please explain to us how you considered the
guidance
in DIG Issue E10 with respect to your application of the shortcut
method to these portfolio hedges. Specifically clarify whether
the
notional amount of the interest rate swap equals the aggregate
notional amount of the portfolio of deposits and clearly explain
how
you determined that the requirements of paragraph 68 of SFAS 133
have
been met with respect to the interest rate swap and each
individual
certificate of deposit in the portfolio.
* * * * * * * * * * * * *
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 202-551-3643 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) 551-3448
with
any other questions.
Sincerely,
Mark Webb
Legal Branch Chief
cc. R. Mark Chamberlain, Esquire
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P..C.
One Financial Center
Boston, Massachusetts 02111
Mr. Thomas R. Burton
Hampden Bancorp, Inc.
October 18, 2006
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