0001412109-11-000017.txt : 20110606 0001412109-11-000017.hdr.sgml : 20110606 20110606164812 ACCESSION NUMBER: 0001412109-11-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110531 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110606 DATE AS OF CHANGE: 20110606 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: 001-34979 FILM NUMBER: 11895752 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 dform8k053111.htm FORM 8-K RETIREMENT OF DIRECTOR/OFFICER; APPOINTMENT OF OFFICER dform8k053111.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): May 31, 2011

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

Maryland
 
001-34979
 
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)           On May 31, 2011, Kay M. Hoveland announced her retirement as President, Chief Executive Officer and Director of Kaiser Federal Financial Group, Inc. (the “Company”) and as Chief Executive Officer and Director of Kaiser Federal Bank (the “Bank”) effective July 1, 2011.

(c)           On June 4, 2011, the Board of Directors of the Company and the Bank appointed Dustin Luton (age 41) as President and Chief Executive Officer of the Company and the Bank, respectively, effective July 1, 2011.  Mr. Luton served as the Chief Financial Officer for the Bank from November 2006 until his appointment as the Chief Operating Officer in July 2009 and was given the additional position as President of the Bank in February 2011.  He has served as the Chief Financial Officer of the Company and its predecessor since November 2006.  Mr. Luton was previously Partner-in-Charge of the Southern California office of the National Credit Union Division of the accounting firm, McGladrey & Pullen, LLP.    Mr. Luton is not a party to any transaction with the Company or the Bank that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.

On June 4, 2011, the Board of Directors of the Company appointed Jean M. Carandang (age 46) as Chief Financial Officer of the Company effective July 1, 2011.  Ms. Carandang was appointed Chief Financial Officer of the Bank in July 2009.  She served as Vice President of Finance of the Bank since December 2008 and was formerly Senior Vice President, Controller of PFF Bank & Trust from 2005 until 2008. Ms. Carandang is not a party to any transaction with the Company or the Bank that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.

A copy of the press release, dated June 6, 2011, announcing the management changes is attached as Exhibit 99.1 to this report.

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 June 6, 2011


 
 

 

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: June 6, 2011
By:
/s/ Kay M. Hoveland
   
Kay M. Hoveland
   
President and Chief Executive Officer
   
(Duly Authorized Representative)

 
 

 

EX-99.1 2 dex99-1.htm PRESS RELEASE dex99-1.htm
 
 

 


FOR IMMEDIATE RELEASE
For more information contact:
K.M. Hoveland, CEO
Dustin Luton, Chief Financial Officer
(626) 339-9663

KAY M. HOVELAND ANNOUNCES RETIREMENT
DUSTIN LUTON APPOINTED PRESIDENT AND CEO

Covina, CA – June 6, 2011.  Kaiser Federal Financial Group, Inc. (the “Company”) (NASDAQ: KFFG), the holding company for Kaiser Federal Bank (the “Bank”), today announced that Kay M. Hoveland notified the respective Board of Directors that effective July 1, 2011, she will retire from her positions as Chief Executive Officer and director of the Bank as well as President and Chief Executive Officer and director of the Company. In a unanimous decision, the Board of Directors appointed Dustin Luton to succeed Ms. Hoveland as the Chief Executive Officer of the Bank and President and Chief Executive Officer of the Company. They also unanimously appointed Jean M. Carandang to become the Chief Financial Officer of the Company.

“With retirement plans of travel and family obligations, I concluded that I will not have time to adequately fulfill the duties of an officer and director in a full and complete manner  deserving of this organization as they move forward with the business of running KFFG,” stated Ms. Hoveland. “Dustin’s demonstrated commitment to the strategic direction and business plan of this company that will enhance the long-term value for the shareholders makes my decision possible.”

James L. Breeden, Chairman of the Board of the Company stated, “While we understand Kay’s personal reasons for her complete retirement we know she will maintain a strong interest in her investment in KFFG.  During her outstanding 25 year commitment to this organization she led us through the various transformations to make us the success we are today.”

Dustin Luton joined the Bank in November 2006 and has served as the Chief Financial Officer of the Company.

Jean Carandang has been the Chief Financial Officer of the Bank since 2009.

Except for the historical information contained in this press release, the matters discussed may be deemed to be forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties.  Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “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 Securities and Exchange Commission filings.  Actual strategies and results in future periods may differ materially from those currently expected.  We caution readers not to place undue reliance on forward-looking statements. The Company disclaims any obligation to revise or update any forward-looking statements contained in this release to reflect future events or developments.