January 11, 2008
Mail-Stop 4561
Mr. Charles Corcoran
President
William Penn Bancorp, Inc.
8150 Route 13
Levittown, Pennsylvania 19057
Re: William Penn Bancorp, Inc.
Form SB-2
Filed December 20, 2007
File No. 333-148219
Dear Mr. Corcoran:
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
information so we may better understand your disclosure. After
reviewing this information, we may 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 any other aspect of our review. Feel free
to
call us at the telephone numbers listed at the end of this letter.
Form SB-2
Summary
Purpose of the Offering
1. Revise the first paragraph to explain what is meant by
diversifying the loans, e.g., expand the origination of multi-
family
loans and enter into commercial lending market, etc.
Our Estimated Pro Forma Market Value, page 5
2. Revise this section to disclose the actual pricing multiples
for
William Penn and explain the reasons for presenting the valuations
on
a "fully converted" basis and to explain the reasons that the
shares
are priced at a discount on a price to book basis.
ADDED
After-Market Performance of Peer Group, page 6
3. Revise to indicate in the narrative either before or after the
table that the Company expects the stock to be listed on the
OTCBB.
In addition, revise the table to add below the "All Transactions"
heading, both Average OTC and Average Nasdaq and provide the 1
day, 1
month, 1 year and through 11/30/07 percentages.
Contribution of Shares of common Stock to..., page 7
4. Revise to briefly address the Company`s ability to utilize the
tax
deduction noting the applicable limitations on charitable
deductions,
i.e., may have to be carry-forward due to 10% limitation and may
not
be available unless sufficient profits.
Stock Benefit Plans, page 9
5. Revise the heading to this section so that it more clearly
identifies that these are additional financial interests in the
offering for the officers and directors of William Penn.
ADDED
Risk Factors
If we do not achieve profitability..., page 12
6. Revise to disclose the anticipated costs to open three new
branches as well as the anticipated and/or historical timeframe
before branch offices become profitable.
Our business is geographically concentrated..., page 13
7. Revise to disclose whether the area has experienced any
declines
in local real estate values during the last year.
Pro Forma Data, page 20
General
8. We note your pro forma information is presented at or for the
twelve months ended September 30, 2007. This presentation should
include separate pro forma information for the latest fiscal year
and
interim period included in the filing (i.e. at or for the year
ended
June 30, 2007 and at or for the three months ended September 30,
2007). Refer to Note 2 preceding Item 310(a) of Regulation S-B
and
Article 11 of Regulation S-X. Please revise or advise us as
necessary.
9. We note you included the following adjustments in your pro
forma
data. Tell us how these adjustments are directly attributable to
the
transaction, factually supportable and expected to have a
continuing
impact. Refer to Note 2 preceding Item 310(a) of Regulation S-B
and
Article 11 of Regulation S-X. Please revise or advise us as
necessary.
* Reduction in interest expense and prepayment penalty on FHLB
advances associated with the December 2007 restructuring (included
in
pro forma net income, pro forma net income per share, pro forma
stockholders` equity per share and pro forma book value per
share);
and
* Termination of pension plan, net of taxes associated with the
March
2008 charge to be incurred (included in pro forma stockholders`
equity per share and pro forma book value per share).
Selected Financial and Other Data
Performance ratios, page 28
10. Noting the continuing annual declines in ROA, ROE, interest
spreads and margins, consider the need to revise existing risk
factors or add additional risk factors for these items.
MD&A
Overview..., page 30
11. With regard to the last three sentences of the third
paragraph,
consider the need to add a risk factor for the fundamental change
in
the bank`s philosophy.
Business of William Penn Bank, FSB
Lending Activities, page 46
12. Revise the second paragraph to provide more explanation, such
as,
what types of nonresidential loans, commercial, commercial real
estate, construction, etc. In addition, will the Bank sell these
loans or add to its portfolio and will they be both adjustable and
fixed rate.
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-3
13. Please revise to include a review report with language that is
consistent with the illustrative review report contained in
Auditing
Standard No. 1- References in Auditors` Reports to Standards of
the
Public Company Accounting Oversight Board.
* * * *
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 to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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 staff comments and the declaration of
effectiveness 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 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 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.
The accounting staff are reviewing the accounting responses
and
may have additional comments based upon their review. Any
questions
regarding the accounting comments may be directed to David Irving
at
(202) 551-3321 or Sharon Blume at (202) 551-3474. All other
questions may be directed to Michael Clampitt at (202) 551-3434 or
to
me at (202) 551-3419.
Sincerely,
Christian Windsor
Special Counsel
Financial Services Group
CC: John J. Spidi, Esq.
Malizia Spidi & Fisch, PC
901 New York Avenue, N.W.
Suite 210 East
Washington, DC 20001
Phone (202) 434-4660
Facsimile (202) 434-4661
Mr. Charles Corcoran
William Penn Bancorp, Inc.
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