SecProbe.io

CORRESP
1
filename1.htm

    November
      12, 2008

    VIA
      EDGAR
      SUBMISSION

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

    Attention:
      Mr. William Friar

              Re:

              West
                Bancorporation, Inc.

              Preliminary
                Proxy Statement on Schedule 14A

              Filed
                October 28, 2008

              File
                No. 0-49677

    Ladies
      and Gentlemen:

    We
      are
      writing in response to the comments contained in the Staff’s comment letter
      dated November 7, 2008 (the “Comment Letter”) with respect to the preliminary
      proxy statement on Schedule 14A of West Bancorporation, Inc. (the “Company”), as
      filed with the SEC on October 28, 2008 (the “Proxy Statement”). Concurrently
      with the filing of this letter, the Company is filing a revised preliminary
      Proxy Statement (the “Revised Proxy Statement”).

    For
      the
      convenience of the Staff, we have set forth the comments contained in the
      Comment Letter along with the responses of the Company.

    Impact
      of the Capital Purchase Program

    1.
      Please
      revise to clarify how you expect to use the proceeds of your proposed sale
      of
      securities to the Treasury Department.

    Response:
      The
      Company has added a disclosure of its expected use of any proceeds from the
      sale
      of securities to the Treasury Department on page 4 of the Revised Proxy
      Statement under the caption “Proposal to Amend Restated Articles of
      Incorporation.”

    2.
      Please
      discuss how your participation in the Capital Purchase Program
      may

              ·

              require
                you to expand your board of directors to accommodate Treasury Department
                appointments to it;

              ·

              require
                you to register for resale securities you have issued to the Treasury
                Department; and

              ·

              impact
                how you operate your Company, for example, how the terms of participation
                will require you to restructure your executive compensation
                arrangements.

    Response:
      In
      response to the comment regarding the board of directors, the Company has added
      disclosure on page 4 of the Revised Proxy Statement under the caption “Proposal
      To Amend Restated Articles Of Incorporation” that describes the circumstances
      under which the Company would be required to expand its board of directors
      to
      accommodate the right of the holders of the senior preferred shares sold to
      Treasury to elect two directors.

    In
      response to the comment regarding the Company’s requirement to register
      securities issued to the Treasury Department, the Company has added disclosure
      on page 4 of the Revised Proxy Statement under the caption “Proposal to Amend
      Restated Articles of Incorporation” that describes that
      requirement.

    In
      response to the comment regarding the impact that participation in the Capital
      Purchase Program would have on the Company’s operations, the Company notes that
      the Proxy Statement includes disclosure regarding the fact that if senior
      preferred shares were sold to the Treasury Department, the Company would not
      be
      able to increase its dividend rate on common stock or make certain repurchases
      of its common stock for three years, without the consent of the Treasury
      Department. The Company does not believe that participation in the Capital
      Purchase Program would have any other material impact on the operations of
      the
      Company. The Company has added disclosure on page 4 of the Revised Proxy
      Statement under the caption “Proposal To Amend Restated Articles Of
      Incorporation” to the effect that if it sells senior preferred shares under the
      Capital Purchase Program, it will not need to modify any plans or contracts
      to
      comply with limits on executive compensation established by Section 111 of
      the
      Emergency Economic Stabilization Act of 2008.

    3.
      Disclose,
      if true, that the Treasury Department is not obligated to accept your
      application to participate in the Capital Purchase Program and that the
      estimated proceeds of your proposed sale of securities to the Treasury
      Department are not guaranteed.

    Response:
      The
      Company has added a disclosure on page 4 of the Revised Proxy Statement under
      the caption “Proposal To Amend Restated Articles Of Incorporation” to the effect
      that the Treasury Department is not obligated to accept the Company’s
      application to participate in the Capital Purchase Program and that the Treasury
      Department may decide not to purchase any senior preferred shares from the
      Company

    4.
      Disclose
      any material effect on your liquidity, capital resources or results of
      operations if the proposal is approved and the Treasury Department denies your
      application.

    Response:
      The
      Company believes that there would be no material effect on the Company’s
      liquidity, capital resources or results of operation if the Company’s
      application to participate in the Capital Purchase Program is denied. As noted
      in the Proxy Statement, at September 30, 2008, the Company and its principal
      subsidiary, West Bank, had capital ratios in excess of those required to be
      considered well-capitalized under banking regulations. The Company has applied
      for participation in the Capital Purchase Program because additional capital
      under the program would provide additional flexibility to meet future capital
      needs that may arise and because it believes the cost of capital available
      through the program appears favorable. It is not applying to participate in
      the
      program because of any current need for capital. Accordingly, the Company has
      not made any changes to the Proxy Statement in response to this
      comment.

    5.
      Disclose
      the company’s common stock market price as of a recent date, or disclose the
      market price using a 20-day trailing average.

    Response:
      The
      Company has added a disclosure of the 20-day trailing average of the Company’s
      common stock price as of November 7, 2008 on page 4 of the Revised Proxy
      Statement under the caption “Proposal to Amend Restated Articles of
      Incorporation.”

    6.
      Disclose
      whether you will modify any plans or contracts to comply with limits on
      executive compensation established by Section 111 of the Emergency Economic
      Stabilization Act of 2008.

    Response:
      The
      Company has added a disclosure on page 4 of the Revised Proxy Statement
      under the caption “Proposal To Amend Restated Articles Of Incorporation” to the
      effect that it will not need to modify any plans or contracts to comply with
      limits on executive compensation established by Section 111 of the Emergency
      Economic Stabilization Act of 2008.

    Financial
      Statements

    7.
      Item
      13 of Schedule 14A requires you to include financial information in your proxy
      statement if you are seeking authorization to issue common or preferred stock
      under certain circumstances. We note that you have not included financial
      information in your proxy statement. Please explain to us why you believe
      financial statements are not material in connection with issuing the warrants
      to
      purchase common stock. See Note A to Schedule 14A and Instruction 1 to Item
      13(a) of Schedule 14A.

    If
      you expect the proceeds of the sale of securities to the Treasury Department
      to
      have a material impact on your financial statements, you may provide a
      discussion of the pro forma effect rather than pro forma financial statements.
      In your discussion, please address the impact of both the minimum and maximum
      estimated proceeds.

    Response:
      Instruction 1 to Item 13 of Schedule 14A provides that the information required
      by paragraph (a) of Item 13 (i.e. the financial statements and related financial
      information) may be omitted if not "material for the exercise of prudent
      judgment in regard to the matter to be acted upon." It further provides that
      "in
      the usual case the information is deemed material to the exercise of prudent
      judgment where the matter to be acted upon is the authorization ... of a
      material amount of senior securities, but the information is not deemed material
      where the matter to be acted upon is ... the authorization of preferred stock
      without present intent to issue or the authorization of preferred stock for
      issuance for cash in an amount constituting fair value." Here, the Company
      is
      seeking the authorization of a class of preferred stock without the intent
      to
      issue, except possibly under the Capital Purchase Program, and if it does issue
      shares under the Capital Purchase Program, it will be for cash in an amount
      constituting fair value. In any event, the Company believes that the information
      required by paragraph (a) of Item 13 is not material to shareholders in deciding
      on how to vote on the proposal to amend the Restated Articles of Incorporation
      of the Company. The possible sale of securities to the Treasury Department
      (which will not exceed $36 million in proceeds) will not have a material impact
      on the Company’s financial statements so we believe that no pro forma
      information is required. The Company estimates that, assuming the sale of $36
      million of senior preferred shares to the Treasury and a warrant exercise price
      equal to the 20-trading day trailing average of the Company’s Common Stock as of
      November 7, 2008, the number of shares of Common Stock that would be issued
      upon
      exercise in full of the warrants would be approximately three percent of the
      current Common Shares outstanding. Further, the estimated annualized impact
      on
      net income available to common shareholders based on such assumptions would
      be
      approximately $0.04 per common share. We further note that, if the Staff were
      to
      disagree with the Company’s position as set forth in this paragraph, the Company
      would be able to incorporate by reference the financial information otherwise
      required by paragraph (a) of Item 13.

    The
      Company has set a record date for the special meeting of its shareholders of
      November 7 and would like to mail the definitive Proxy Statement on November
      14
      so it can hold a special meeting of its shareholders on December 10. We would
      appreciate your efforts to allow us to meet this schedule.

    If
      you
      have any questions regarding the foregoing or the Revised Proxy Statement,
      please contact the undersigned at 515-222-2309

    Sincerely,

    /s/
      Douglas R. Gulling

    Douglas
      R. Gulling

    Executive
      Vice President and Chief Financial Officer

    November
      12, 2008

    VIA
      EDGAR
      SUBMISSION

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

    Attention:
      William Friar

              Re:

              West
                Bancorporation, Inc.

              Preliminary
                Proxy Statement on Schedule 14A

              Filed
                November 10, 2008

              File
                No. 0-49677

    Ladies
      and Gentlemen:

    We
      are
      writing in response to the request contained in the Staff’s comment letter dated
      November 7, 2008 (the “Comment Letter”) for a written statement with respect to
      the preliminary proxy statement on Schedule 14A of West Bancorporation, Inc.
      (the “Company”), as filed with the SEC on October 28, 2008 (the “Proxy
      Statement”). In this regard, we acknowledge that:

              ·

              the
                Company is responsible for the adequacy and accuracy of the disclosure
                in
                the Proxy Statement as filed with the Securities and Exchange Commission
                (the “Commission”);

              ·

              staff
                comments or changes to disclosure in response to staff comments do
                not
                foreclose the Commission from taking any action with respect to the
                Proxy
                Statement; and

              ·

              the
                Company may not assert staff comments as a defense in any proceedings
                initiated by the Commission or any person under the federal securities
                laws of the United States.

                Sincerely

                WEST
                  BANCORPORATION, INC.

                By:

                /s/
                  Douglas R. Gulling

                Name:

                Douglas
                  R. Gulling

                Title:

                Executive
                  Vice President and Chief Financial
                  Officer