form8k_mtg-111710.htm

0000943374-10-001153.txt : 20101118 0000943374-10-001153.hdr.sgml : 20101118 20101118094628 ACCESSION NUMBER: 0000943374-10-001153 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101115 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101118 DATE AS OF CHANGE: 20101118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kaiser Federal Financial Group, Inc. CENTRAL INDEX KEY: 0001412109 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-146364 FILM NUMBER: 101201507 BUSINESS ADDRESS: STREET 1: 1359 NORTH GRAND AVENUE CITY: COVINA STATE: CA ZIP: 91724 BUSINESS PHONE: (800) 524-2274 MAIL ADDRESS: STREET 1: 1359 NORTH GRAND AVENUE CITY: COVINA STATE: CA ZIP: 91724 8-K 1 form8k_mtg-111710.htm FORM8-K MEETING RESULTS (NEW CO) form8k_mtg-111710.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2010

	Kaiser Federal Financial Group, Inc.
(Exact name of registrant as specified in its charter)

Maryland	333-167179	26-1500698
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

	(626) 339-9663
Registrant’s telephone number, including area code

	Not Applicable
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On November 15, 2010, the Company announced that Kaiser Federal Bank’s depositors and the Company’s stockholders each approved the Plan of Conversion and Reorganization. Kaiser Federal Financial Group, Inc. also announced the results of the offering. A copy of the press release is included as exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) No financial statements of businesses acquired are required.

(b) No pro forma financial information is required.

(d) 99.1 Press Release dated November 15, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

KAISER FEDERAL FINANCIAL GROUP, INC.

DATE: November 17, 2010 By: /s/ Kay M. Hoveland

Kay M. Hoveland

President and Chief Executive Officer

EX-99.1 2 form8k_pr-111710.htm PRESS RELEASE form8k_pr-111710.htm

FOR IMMEDIATE RELEASE

November 15, 2010

For additional information contact:

K. M. Hoveland

President & CEO

(626) 339-9663

KAISER FEDERAL FINANCIAL GROUP, INC.

ANNOUNCES RESULTS OF STOCK OFFERING, STOCKHOLDER VOTE AND MEMBER VOTE

Covina, California, November 15, 2010 – K-Fed Bancorp (Nasdaq: KFED), announced today that its stockholders and the members of K-Fed Mutual Holding Company (depositors of Kaiser Federal Bank) have each approved the plan of conversion and reorganization pursuant to which K-Fed Mutual Holding Company will convert to a stock holding company form of organization. Kaiser Federal Financial Group, Inc. (“Kaiser Federal Financial Group”), the proposed stock holding company for Kaiser Federal Bank (the “Bank”) also announced the results of its offering of shares of common stock in connection with the conversion. Kaiser Federal Financial Group expects to sell 6,375,000 shares of common stock at $10.00 per share, for gross offering proceeds of $63.8 million, in its stock offering. Orders for a total of 5,202,193 shares of common stock have been accepted in the syndicated community offering, for which Keefe, Bruyette & Woods, Inc. acted as sole book-running manager and Sterne, Agee & Leach, Inc. acted as co-manager. Kaiser Federal Financial Group received orders for 1,172,807 shares of common stock in the subscription and community offerings, for which Keefe, Bruyette & Woods, Inc. acted as selling agent. All orders properly executed in the subscription and community offerings will be filled in whole, including the order by Kaiser Federal Financial Group’s employee stock ownership plan. Kaiser Federal Financial Group’s new CUSIP number is 483056 107.

Concurrent with the completion of the offering, shares of K-Fed Bancorp’s common stock owned by the public will be exchanged for shares of Kaiser Federal Financial Group’s common stock so that K-Fed Bancorp’s existing stockholders will own approximately the same percentage of Kaiser Federal Financial Group’s common stock as they owned of K-Fed Bancorp’s common stock immediately prior to the conversion. Stockholders of K-Fed Bancorp will receive 0.7194 shares of Kaiser Federal Financial Group’s common stock for each share of K-Fed Bancorp common stock they own immediately prior to completion of the transaction. Cash in lieu of fractional shares will be paid based on the offering price of $10.00 per share. As a result of the offering and the exchange of shares, Kaiser Federal Financi al Group will have approximately 9,560,756 shares outstanding after giving effect to the transaction.

The transaction is scheduled to close on November 19, 2010, at which time K-Fed Mutual Holding Company and K-Fed Bancorp will cease to exist and Kaiser Federal Financial Group will become the fully public stock holding company of the Bank. The shares of common stock of K-Fed Bancorp will cease trading under the trading symbol “KFED” on the Nasdaq Global Market at the close of business on November 18, 2010. The shares of common stock sold in the offering and issued in the exchange are expected to begin trading on the Nasdaq Global Market on November 19, 2010 under the trading symbol “KFFG.”

A statement reflecting ownership of shares of common stock for shares purchased in the subscription and community offerings are expected to be mailed to subscribers on or about November 19, 2010. Syndicated community offering subscribers and current stockholders of K-Fed Bancorp that hold their shares in street name or in book-entry form will have shares of Kaiser Federal Financial Group deposited directly to their accounts. Stockholders of K-Fed Bancorp holding shares in certificated form will be mailed a statement reflecting that stockholder’s ownership of shares on or about November 23, 2010 and a check representing cash in lieu of fractional shares. Existing K-Fed Bancorp stock certificates will be void following completion of the conversion.

This press release contains certain forward-looking statements about the conversion and reorganization within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ mater ially from expected results include delays in consummation of the transactions contemplated by the Plan of Conversion and Reorganization; increased competitive pressures; changes in the interest rate environment; demand for loans in Kaiser Federal Bank’s market area; adverse changes in general economic conditions, either nationally or in Kaiser Federal Bank’s market areas; adverse changes within the securities markets; legislative and regulatory changes that could adversely affect the business in which Kaiser Federal Financial Group and its subsidiary are engaged; the future earnings and capital levels of Kaiser Federal Bank, which would affect the ability of Kaiser Federal Financial Group to pay dividends in accordance with its dividend policies; and other risks detailed from time to time in Kaiser Federal Financial Group’s SEC filings. Actual strategies and results in future periods may differ materially from those currently expected. These forward-looking statements represent the K aiser Federal Financial Group's judgment as of the date of this release. Kaiser Federal Financial Group disclaims, however, any intent or obligation to update these forward-looking statements.

A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. This press release is neither an offer to sell nor a solicitation of an offer to buy common stock which is made only by means of the written prospectus forming part of the registration statement (and, in the case of the subscription offering, an accompanying stock order form). The shares of common stock are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.