LAW OFFICES OF
KELLER ROHRBACK L.L.P.
- --------------------------------------------------------------------------------
LAURIE B. ASHTON + P > C
IAN S. BIRK
STEPHEN R. BOATWRIGHT + > C
KAREN E. BOXX C
JOHN H. BRIGHT
GRETCHEN FREEMAN CAPPIO
JASON P. CHUKAS
T. DAVID COPLEY #
ALICIA M. CORBETT + > C
CLAIRE CORDON
SHANE P. CRAMER # C
ROB J. CRICHTON -
CHLOETHIEL W. DEWEESE
MAUREEN M. FALECKI !
JULI FARRIS ! /
RAYMOND J. FARROW
DANIEL S. FRIEDBERG < C
GLEN P. GARRISON S
LAURA R. GERBER
GARY A. GOTTO + > C
MARK A. GRIFFIN
AMY N.L. HANSON <
IRENE M. HECHT
SCOTT C. HENDERSON
TOBIAS J. KAMMER
RON KILGARD + > C
BENJAMIN J. LANTZ
HEIDI LANTZ
CARI CAMPEN LAUFENBERG
ELIZABETH A. LELAND
TANA LIN ? ** /
DEREK W. LOESER
DAVID R. MAJOR
JOHN MELLEN ?
ROBERT S. OVER * /
AMY PHILLIPS
LORRAINE LEWIS PHILLIPS
ERIN M. RILEY <
PAUL M. ROSNER
DAVID J. RUSSELL
MARK D. SAMSON + > C
LYNN LINCOLN SARKO / <
FREDERICK W. SCHOEPFLIN
WILLIAM C. SMART
THOMAS A. STERKEN
BRITT L. TINGLUM <
LAURENCE R. WEATHERLY
MARGARET E. WETHERALD -
AMY WILLIAMS-DERRY
MICHAEL WOERNER
BENSON D. WONG
+ ADMITTED IN ARIZONA
# ALSO ADMITTED IN ARIZONA
! ALSO ADMITTED IN CALIFORNIA
P ALSO ADMITTED IN COLORADO
S ALSO ADMITTED IN IDAHO
? ALSO ADMITTED IN ILLINOIS
* ALSO ADMITTED IN MARYLAND
** ALSO ADMITTED MICHIGAN
" ALSO ADMITTED IN NEW YORK
- - ALSO ADMITTED IN OREGON
/ ALSO ADMITTED IN WASHINGTON, D.C.
< ALSO ADMITTED IN WISCONSIN
> NOT ADMITTED IN WASHINGTON
C OF COUNSEL
December 8, 2006
Mr. Todd K. Schiffman
U.S. Securities and Exchange Commission
Division of Corporate Finance, #7 Financial Services
100 F Street NE
Washington, DC 20549
Re: WSB Financial Group, Inc.
Amendment No. 5 to Registration Statement on Form S-1
File No. 333-137038
Dear Mr. Schiffman:
This letter accompanies the above-referenced filing and responds to
your letter, dated December 6, 2006, to David K. Johnson, President and Chief
Executive Officer of WSB Financial Group, Inc., relating to the Registration
Statement on Form S-1, File No. 333-137038.
We are filing Amendment No. 5 today on Edgar in response to these
comments. Four marked copies of Amendment No. 5 are enclosed to expedite your
review.
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.
Response: We have submitted on EDGAR all correspondence and
attachments, which were not previously submitted on EDGAR, including our letters
and faxes dated November 30, November 22, November 17 (with enclosures),
November 15, November 13 and September 13, 2006.
REPLY TO: 1201 THIRD AVENUE SUITE 3200 SEATTLE, WASHINGTON 98101-3052
TELEPHONE: (206) 623-1900 FAX: (206) 623-3384
WWW.KELLERROHRBACK.COM
AFFILIATED OFFICE: KELLER ROHRBACK PLC 3101 N. CENTRAL AVENUE, SUITE 1400
PHOENIX, ARIZONA 85012 (602) 248-0088 FAX (602) 248-2822
Mr. Todd K. Schiffman KELLER ROHRBACK L.L.P.
December 8, 2006
Page 2
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.
Response: We have made these revisions in pages 3 and 58 of the
Amendment, as requested.
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.
Response: We respectfully submit that this statement in page 22 of the
Amendment is accurate and therefore, no revision is required. The 88% includes
the net gain on sale of residential loans. Looking at page F-3, total interest
and fees on loans totaled $19,539 (dollars in thousands) for the nine months
ended September 30, 2006, of which $18,113 was derived from real estate loans.
Total income derived from real estate including the $2,574 net gain on the sale
of residential loans was $20,687, or 88.0% of the company's total revenues of
$23,510 (total interest income of $20,091 plus total other income of $3,419).
Further, as requested by the staff, the difference between the 94% of
loan-related income in the second sentence of the third paragraph in page 22 of
the Amendment and the 88% of loan-related income derived from real estate in the
fifth sentence of the same paragraph, represents interest and fees on commercial
and consumer loans.
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:
o replace each abbreviation for MSA with the full term;
o disclose that the term is defined by the U.S. Census Bureau;
o 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
Mr. Todd K. Schiffman KELLER ROHRBACK L.L.P.
December 8, 2006
Page 3
o disclose the distance of these two locations from Seattle.
Response: We have included the requested revisions in pages 59 and 60
of the Amendment, and spelled out Seattle Metropolitan Area throughout the
Amendment.
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.
Response: Upon reconsideration of the staff's comment and review of the
underwriting agreement, we have deleted the following sentence on page 95 of the
Amendment: "After the initial public offering of the shares, D. A. Davidson &
Co. may change the offering price and the concessions and allowances to brokers
and dealers."
As disclosed in the underwriting section of the registration statement,
and in accordance with Item 508 of Regulation S-K, upon execution of the
underwriting agreement and satisfaction or waiver of the conditions to closing
set forth therein, the underwriters will be committed to take and to pay for all
of the securities offered pursuant to the registration statement, at the initial
public offering price, if any such securities are taken. This is commonly
referred to as a "firm commitment" underwriting.
As required by the Securities Act and the rules and regulations
promulgated thereunder, if the Company or D. A. Davidson were to change the
public offering price or other offering terms during the distribution, then the
Company would file a post-effective amendment to disclose any material
information with respect to the plan of distribution that was not previously
disclosed in the registration statement, and would suspend sales until the
Commission had declared such amendment effective.
After the distribution is completed, if and to the extent that D.A.
Davidson has retained ownership for its own account of any of the shares that it
has acquired from the Company, it may re-sell the securities, or change the
selling concession or discounts that it offers to brokers or dealers who re-sell
the securities, in accordance with applicable securities laws. Because the
sentence referred to paragraph (1) above is not relevant to the plan of
distribution in this offering (but rather relates to potential resales by D.A.
Davidson after the offering is completed), we have deleted the sentence.
The updated letter from LC Financial Advisors, LLC and the updated
consents of Moss Adams LLP, Ball & Treger, LLP and LC Financial Advisors, LLC
are attached to Amendment No. 5 as Exhibits 16.1, 23.1, 23.2 and 23.4,
respectively. In addition, the updated consent of Keller Rohrback L.L.P. is
attached as Exhibit 5.1.
The required statement from the company acknowledging its
responsibility for disclosures in the filing and the status of Staff comments,
is also enclosed.
Please call the undersigned at (206) 224-7585 (direct) with any
questions. As discussed, today we are also filing and sending our requests for
acceleration of the S-1 and Form 8-A registration statements.
Very truly yours,
/s/ Thomas A. Sterken
---------------------
Thomas A. Sterken
TAS:sjm
Encs: Company Acknowledgement
Marked copy of Amendment No. 5
cc w/encs.: Jonathan E. Gottlieb
Margaret B. Fitzgerald
Mr. Todd K. Schiffman KELLER ROHRBACK L.L.P.
December 8, 2006
Page 4
cc: w/o encs.: David K. Johnson
C.J. Voss
COMPANY ACKNOWLEDGEMENT
The registrant, WSB Financial Group, Inc. ("Company"), hereby
acknowledges to the U.S. Securities and Exchange Commission ("Commission"), with
respect to the Company's Registration Statement on Form S-1, File No.
333-137038, filed August 31, 2006, and amendments thereto, as follows:
1. The Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
2. 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
3. The Company 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.
DATED this 8th day of December, 2006.
WSB FINANCIAL GROUP, INC.
By: /s/ David K. Johnson
------------------------------------------
David K. Johnson
President and Chief Executive Officer