-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HlvwdobBKlIEsRLfFjhNzBZUExQmCpzdLGTRaNPv9ZkPIJ+PkZFyoI1lZWyTDOZb Jkh2hv2Yvi45Tx7mxrhFKw== 0000943374-10-001162.txt : 20101119 0000943374-10-001162.hdr.sgml : 20101119 20101119144108 ACCESSION NUMBER: 0000943374-10-001162 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101119 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101119 DATE AS OF CHANGE: 20101119 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: 101205181 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 form8kclosingnew_111810.htm FORM 8-K form8kclosingnew_111810.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 19, 2010

Kaiser Federal Financial Group, Inc.
(Exact Name of Registrant as Specified in its charter)


Maryland
 
333-167179
 
   26-1500698
(State or Other Jurisdiction
of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)


1359 N. Grand Avenue, Covina, CA 91722
Address of principal executive offices
 
(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 19, 2010, Kaiser Federal Financial Group, Inc. (the “Company”), a Maryland corporation and the holding company for Kaiser Federal Bank (the “Bank”), announced the completion of the “second-step” conversion of the Bank from the mutual holding company to the stock holding company form of organization (the “Conversion”) and the related public offering by the Company.  A copy of the press release announcing the completion of the Conversion 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.
(c)
Not Applicable.
(d)
Exhibits
 
        99.1           Press release dated November 19, 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 19, 2010
By: /s/ Kay M. Hoveland                                           
 
Kay M. Hoveland
 
President and Chief Executive Officer
 
(Duly Authorized Representative)


EX-99.1 2 ex99prerel_111810.htm PRESS RELEASE ex99prerel_111810.htm
FOR IMMEDIATE RELEASE

For additional information contact:
K.M. Hoveland
President and Chief Executive Officer
(626) 339-9663
 
 
KAISER FEDERAL FINANCIAL GROUP, INC.
 
COMPLETES SECOND STEP CONVERSION AND $63.8 MILLION STOCK OFFERING

Covina, California, November 19, 2010 – Kaiser Federal Financial Group, Inc. (the “Company”) (Nasdaq: KFFG), the holding company for Kaiser Federal Bank, announced today that it has completed the conversion from a mutual holding company structure to a stock holding company form of organization and related public offering. Kaiser Federal Bank is now 100% owned by the Company and the Company is 100% owned by public stockholders.  The Company sold a total of 6,375,000 shares of common stock in the subscription, community and syndicate d community offerings, including 382,500 shares to the Kaiser Federal Bank employee stock ownership plan.  All shares were sold at a purchase price of $10.00 per share.  Keefe, Bruyette & Woods, Inc. acted as selling agent for the subscription offering and community offering portions of the offering.  Keefe, Bruyette & Woods, Inc. also acted as sole book-running manager and Sterne, Agee & Leach, Inc. acted as co-manager for the syndicated community offering portion of the offering.
 
Concurrent with the completion of the offering, shares of K-Fed Bancorp common stock owned by public stockholders were exchanged for 0.7194 shares of the Company’s common stock.  Cash in lieu of fractional shares will be paid at a rate of $10.00 per share.  As a result of the offering, the exchange and cash in lieu of fractional shares, the Company now has approximately 9,558,960 shares outstanding and a market capitalization of approximately $95.6 million.
 
The shares of common stock sold in the offering and issued in the exchange will begin trading on the NASDAQ Global Market on November 19, 2010 under the symbol “KFFG.”  Statements reflecting the 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 the Company 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.
 
Luse Gorman Pomerenk & Schick, P.C., Washington, D.C., served as special counsel to the Company and K-Fed Bancorp for the conversion and offering.  Breyer & Associates, PC acted as counsel to Keefe, Bruyette & Woods, Inc. for the conversion and offering.  RP Financial, LC., Arlington, Virginia served as independent appraiser for the conversion and offering.
 
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 materially from expected results include 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 the Company and its subsidiary are engaged; the future earnings and capital levels of Kaiser Federal Bank, which would affect the ability of the Company to pay dividends in accordance with its dividend policies; and other risks detailed from time to time in the Company’s SEC filings. Actual strategies and results in future periods may differ materially from those currently expected.  These forward-looking statements represent the Company’s judgment as of the date of this release.  The Company disclaims, however, any intent or obligation to update these forward-looking statements.
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