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MULDOON MURPHY & AGUGGIA LLP
Attorneys at Law
5101 Wisconsin Avenue, N.W.
Washington, D.C. 20016
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Tel: (202) 362-0840
Fax: (202) 966-9409
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www.muldoonmurphy.com
February 8, 2005
VIA EDGAR AND COURIER (SEC MAIL STOP 0408)
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Mr. William Friar
Senior Financial Analyst
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, Mail Stop 0408
Washington, D.C. 20549
RE: FEDFIRST FINANCIAL CORPORATION
AMENDMENT NO. 1 TO FORM SB-2, FILED JANUARY 27, 2005
FILE NO. 333-121405
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Dear Mr. Friar:
On behalf of FedFirst Financial Corporation (the "Company"), enclosed
for filing is Pre-Effective Amendment No. 2 to the Registration Statement on
Form SB-2 (the "Amended Registration Statement"), including exhibits, marked
pursuant to Rule 472 under the Securities Act of 1933, as amended, to indicate
changes from Amendment No. 1 to the Registration Statement on Form SB-2 filed on
January 27, 2005.
The Amended Registration Statement is filed in response to the staff's
comment letter issued on February 4, 2005. To aid in your review, we have
repeated the staff's comments followed by the Company's responses and indicated
where the document has been revised in response to such comments.
REASONS FOR THE OFFERING - PAGE 6
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COMMENT NO. 1:
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AT THE BOTTOM OF PAGE 6, PLEASE DISCLOSE THE DOLLAR AMOUNT OF CORE
CAPITAL AND THE AMOUNT TO BE QUALIFIED AS "WELL CAPITALIZED."
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U.S. Securities and Exchange Commission
February 8, 2005
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RESPONSE TO COMMENT NO. 1:
The additional information requested has been provided on page 6 of the
prospectus in response to this comment.
USE OF PROCEEDS - PAGE 21
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COMMENT NO. 2:
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DISCLOSE THAT YOU ARE IN THE EARLY STAGES OF SELECTING A SITE FOR A NEW
BRANCH. DISCLOSE THE ESTIMATED AMOUNT TO OPEN A NEW BRANCH. IF YOU HAVE
NO ESTIMATE, SO STATE AND DISCLOSE THE RANGE OF COSTS TO OPEN OTHER
BRANCHES.
RESPONSE TO COMMENT NO. 2:
Additional disclosure has been provided on page 27 of the prospectus in
response to this comment.
ANALYSIS AND DETERMINATION OF THE ALLOWANCE FOR LOAN LOSSES - PAGES 61 & 62
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COMMENT NO. 3:
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WE NOTE YOUR REVISED DISCLOSURE ON PAGE 62 IN RESPONSE TO OUR PRIOR
COMMENT 23 THAT DURING 2003 YOU APPLIED THE SAME LOSS FACTORS TO PURCHASED
RESIDENTIAL AND MULTI-FAMILY LOANS AS YOU APPLIED TO YOUR ORIGINAL LOANS. PLEASE
REVISE TO DISCLOSE THE FOLLOWING:
o THE REASONS IT IS DIFFICULT FOR YOU TO ASSESS THE FUTURE
PERFORMANCE OF THESE LOANS;
o THE SIGNIFICANT FACTORS AND CHARACTERISTICS OF THE PURCHASED
RESIDENTIAL AND MULTI-FAMILY LOANS THAT YOU DETERMINED WERE
SIMILAR TO YOUR ORIGINATED LOANS WHEN DECIDING TO APPLY THE SAME
LOSS FACTORS; AND
o THE IMPACT, IF ANY, ON THE UNALLOCATED PORTION OF YOUR ALLOWANCE,
IN LIGHT OF THE DIFFICULTY IN ASSESSING THE FUTURE PERFORMANCE OF
THESE LOANS.
RESPONSE TO COMMENT NO. 3:
Additional disclosure has been provided on page 67 of the prospectus in
response to this comment.
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U.S. Securities and Exchange Commission
February 8, 2005
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LIQUIDITY MANAGEMENT - PAGE 65
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COMMENT NO. 4:
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WE NOTE YOUR SUPPLEMENTAL RESPONSE TO OUR PRIOR COMMENT 24 THAT YOU ARE
UNABLE, WITHOUT UNDUE BURDEN AND EXPENSE, TO CALCULATE GROSS LOAN ORIGINATIONS
FOR A PARTICULAR PERIOD. IN LIGHT OF THE REPORTING REQUIREMENTS OF THRIFT
FINANCIAL REPORT'S SCHEDULE CF AND THE SIGNIFICANCE OF AN INVESTOR'S
CONSIDERATION OF LOAN ORIGINATION VOLUME, PLEASE REVISE TO SEPARATELY QUANTIFY
THE GROSS CASH FLOWS FOR ORIGINATIONS AND PRINCIPAL REPAYMENTS OF LOANS
RECEIVABLE FOR EACH PERIOD PRESENTED. PLEASE SUPPLEMENTALLY TELL US THE AMOUNT
OF LOAN ORIGINATIONS AND PRINCIPAL REPAYMENTS THAT YOU HAVE PROVIDED TO OTS PER
THE REPORTING REQUIREMENTS MENTIONED ABOVE FOR EACH OF THE LAST TWO YEARS. IF
YOU HAVE RECEIVED ANY WAIVERS OR CONCESSIONS OF DISCLOSURE REQUIREMENTS WITH
RESPECT TO THIS DISCLOSURE ITEM, PLEASE SUPPLEMENTALLY TELL US THE DATE AND
TERMS OF THE WAIVERS.
RESPONSE TO COMMENT NO. 4:
The second table on page 71 of the prospectus has been revised in
response to this comment to disclose loans disbursed and loan principal
repayments. Although the Company is not able, without undue and expense, to
provide gross cash flows for loan originations, the Company does disclose loan
disbursements on Schedule CF of the Thrift Financial Report. The additional
disclosure in the table is based on the information disclosed in Schedule CF.
Because the information provided in the revised table is the same as what was
reported in Schedule CF of the TFR, the Company is not supplementally providing
the data reported in the TFR.
COMMENT NO. 5:
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PLEASE REVISE TO DISCLOSE AND QUANTIFY CHANGES IN YOUR FUNDING MIX
(I.E., DEPOSITS, ADVANCES, OTHER BORROWINGS) AND RELATIVE COST OF FUNDING AND
ANY EXPECTED CHANGES TO THE MIX IN THE FUTURE.
RESPONSE TO COMMENT NO. 5:
Additional disclosure has been provided on page 71 of the prospectus in
response to this comment.
DIRECTORS' COMPENSATION - PAGE 72
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COMMENT NO. 6:
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WE NOTE YOUR RESPONSE TO PRIOR COMMENT 26, BUT IT DOES NOT APPEAR THAT
THE AMOUNT OF THE INSURANCE PREMIUMS PAID BY THE COMPANY HAVE BEEN INCLUDED IN
THE DISCLOSURE. PLEASE REVISE.
RESPONSE TO COMMENT NO. 6:
Additional disclosure has been provided on page 77 of the prospectus in
response to this comment.
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U.S. Securities and Exchange Commission
February 8, 2005
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CHANGE IN ACCOUNTANTS - PAGE 109
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COMMENT NO. 7:
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WE NOTE YOUR REVISED DISCLOSURE IN RESPONSE TO PRIOR COMMENT 31. AS YOU
ENGAGED A NEW INDEPENDENT AUDITOR TO AUDIT YOUR 2002 AND 2003 FINANCIAL
STATEMENTS, WE BELIEVE THAT PARENTE RANDOLPH WAS DISMISSED OR RESIGNED AS OUR
PRINCIPAL INDEPENDENT ACCOUNTANT. PLEASE REVISE TO SPECIFICALLY STATE THAT
PARENTE RANDOLPH WAS DISMISSED OR RESIGNED AND THE DATE THEREOF. PROVIDE AN
UPDATED LETTER FROM PARENTE RANDOLPH STATING WHETHER IT AGREES WITH THE
STATEMENTS MADE AND, IF NOT, STATING THE RESPECTS IN WHICH IT DOES NOT AGREE.
RESPONSE TO COMMENT NO. 7:
The section captioned "Change in Accountants" has been revised in
response to this comment. An updated letter from Parente Randolph is included as
Exhibit 16.
COMMENT NO. 8:
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WE NOTE YOUR SUPPLEMENTAL RESPONSES TO OUR PRIOR COMMENTS 32 AND 33. AS
THE PROHIBITED NON-AUDIT SERVICES WERE PERFORMED DURING THE 2004 AUDIT PERIOD WE
DO NOT CONSIDER PARENTE RANDOLPH TO BE INDEPENDENT IN RELATION TO THE 2004 YEAR
END AUDIT.
RESPONSE TO COMMENT NO. 8:
The Company's acknowledges the Staff's conclusions and will not retain
Parente Randolph to audit the Company's 2004 financial statements. The Section
captioned "Change in Accountants" has been revised accordingly.
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U.S. Securities and Exchange Commission
February 8, 2005
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Please stamp the enclosed copy of this letter to indicate the date of
receipt and return it in the enclosed envelope. If you have any questions
concerning this submission, please telephone Paul M. Aguggia or the undersigned
at (202) 362-0840.
Very truly yours,
MULDOON MURPHY & AGUGGIA LLP
/s/ Aaron M. Kaslow
Aaron M. Kaslow, Esq.
Enclosures
cc: Peter D. Griffith
Gregory Dundas, Securities and Exchange Commission
Benjamin Phippen, Securities and Exchange Commission
Paul M. Aguggia, Esq.
Michael Brown, Esq.