October 24, 2007
Mail-Stop 4561
Ms. Kay M. Hoveland
President and Chief Executive Officer
Kaiser Federal Financial Group, Inc.
1359 North Grand Avenue
Covina, California 91724
Re: Kaiser Federal Financial Group, Inc.
Form S-1
Filed September 27, 2007
File No. 333-146364
Dear Ms. Hoveland:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects. We welcome any questions you may have
about our comments or any other aspect of our review. Feel free
to
call us at the telephone numbers listed at the end of this letter.
Form S-1
Prospectus cover page
1. Revise the first paragraph to disclose the Company`s current
trading market and the market price as of the most recent
practicable
date.
2. Revise the penultimate sentence before the table to clarify
that
there may be a community offering concurrent with or after the
subscription offering and that may be followed by a syndicated
community offering.
Summary
Kaiser Federal Bank, page 1
3. Revise the second paragraph to disclose the dollar amount and
type
of loans purchased during the last full year through June 30,
2007.
In addition, advise the staff if there are any current plans,
arrangements or understanding to purchase any loans, and, if so,
briefly describe.
Business Strategy, page 3
4. Revise the fourth bullet to indicate whether the anticipated
increase in commercial real estate and multi-family loans will be
by
originations or purchases.
After-Market Performance Information, page 8
5. Supplementally advise the staff if any of the companies listed
had
a trading market before the second step conversion, and, if so,
advise us of the trading price at the date of announcement of the
second step conversion or another applicable date.
6. Noting that existing holders will retain their percentage
ownership (assuming no additional purchases) but may lose market
value as a result of the exchange (price may drop from current
market
price as a result of additional share issuance), revise to add a
risk
factor and address this issue. In addition, confirm to us that
this
disclosure will also be in the Proxy statement to be used in
connection with obtaining authority for the second step
conversion.
Benefits to Management ..., page 9
7. Noting in the last sentence on page 9 that the benefit plans
may
not be adopted until after one year, revise to indicate the
Company`s
current intention as to whether they will adopt the plans prior to
or
after one year. Also, indicate if shareholder approval will be
required if the Company waits beyond one year. If the Company
remains
undecided, add a risk factor and discuss the potential significant
increase in compensation costs, dilution (if authorized but
unissued
shares are used), and number of shares authorized in the benefit
plans, that may result from
adopting the plans after the one year period as well as whether or
not shareholder approval will be required.
Risk factors, page 20
8. Revise to add a risk factor for the Nasdaq deficiency letter
recently received related to the resignation of the financial
expert
on the audit committee. In this regard, address the cure period
and
the implications if not cured.
9. Revise the last risk on page 20 to indicate whether the
purchased
loans are conforming, subprime or alt A and the percentage or
amount
of each. In addition, address the concentration risk of all these
loans being collateralized by California properties and recent
trends
in housing values in the areas of California where the properties
underlying the loans are located. In this regard, we note your
disclosure in the fourth paragraph under "Market Area" on page 61.
Our Policy Regarding Dividends, page 34
10. Revise the second and third paragraphs to disclose the amounts
available for dividends as of the most recent practicable date.
MD&A
Expected Increase in Non-Interest Expense...., page 44
11. Depending upon your response to our comment above regarding
whether or not the benefit plans will be adopted within one year,
revise as applicable with the information asked for in the comment
above.
Liquidity, Capital Resources and Commitments, page 53
12. Noting the decreasing capital ratios, net interest rate
spreads
and margins, ROA and ROE since 2005, revise to briefly address
these
issues as required by Item 303(a)(1) of Regulation S-K.
Management, page 98
13. Revise to disclose the ages of the directors and executive
officers on page 99.
Executive Compensation Plan, page 101
14. Noting the bonus paid to Kay Hoveland disclosed in the table
on
page 103, revise the disclosure here or advise the staff as to how
this narrative reconciles with the bonus paid.
General
15. Please note the updating requirements of Rule 3-12 of
Regulation
S-X and provide an updated consent from your independent
accountant
in your next pre-effective amendment.
Proxy Statement for K-Fed Bancorp
16. Make the applicable changes to the proxy statement from the
comments above. Advise us as to what pages in the proxy have
changed
as a result of the comments above.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
??should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
??the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
??the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in connection with our review
of
your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the
securities specified in the above registration statement. We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
The accounting staff are reviewing the accounting responses
and
may have additional comments based upon their review. Any
questions
regarding the accounting comments may be directed to David Irving
at
(202) 551-3321 or Hugh West at (202) 551-3872. All other
questions
may be directed to Michael Clampitt at (202) 551-3434 or to me at
(202) 551-3491.
Sincerely,
Todd Schiffman
Assistant Director
Financial Services Group
CC: Richard S. Garabedian, Esq.
Luse Gorman Pomerenk & Schick, P.C.
5335 Wisconsin Avenue N.W., Suite 400
Washington, DC 20015
Phone (202) 274-2030
Facsimile (202) 362-2902
Ms. Kay M. Hoveland
Kaiser Federal Financial Group, Inc.
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