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 27, 2010
K-Fed Bancorp
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(Exact name of registrant as specified in its charter)
Federal 000-50592 20-0411486
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(State or other jurisdiction) (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
1359 N. Grand Avenue, Covina, CA 91722
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Address of principal executive offices
(626) 339-9663
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Registrant's telephone number, including area code
Not Applicable
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(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)
[X] 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 May 27, 2010, the Boards of Directors of K-Fed Bancorp (the "Company"), K-Fed
Mutual Holding Company, (the "Mutual Holding Company"), and Kaiser Federal Bank
(the "Bank") each adopted the Plan of Conversion and Reorganization of the
Mutual Holding Company (the "Plan") pursuant to which the Mutual Holding Company
will undertake a "second-step" conversion and cease to exist. The Bank will
reorganize from a two-tier mutual holding company structure to a stock holding
company structure. The Mutual Holding Company currently owns approximately 66.7%
of the shares of common stock of the Company.
Pursuant to the Plan, (i) the Bank will become a wholly owned subsidiary of
Kaiser Federal Financial Group, Inc. a Maryland corporation ("New Holding
Company"), (ii) the shares of common stock of the Company held by persons other
than the Mutual Holding Company (whose shares will be canceled) will be
converted into shares of common stock of the New Holding Company pursuant to an
exchange ratio designed to preserve the percentage ownership interests of such
persons, and (iii) the New Holding Company will offer and sell shares of commons
stock representing the ownership interest of the Mutual Holding Company to
eligible members of the Mutual Holding Company in a subscription offering. The
Plan is subject to regulatory approval as well as the approval of the Bank's
depositors and the Company's stockholders (including the approval of a majority
of the shares held by persons other than the Mutual Holding Company).
Shares not subscribed for in the subscription offering are expected to be
available for sale in a community offering to members of the local community and
the general public, and if necessary in a syndicated community offering. The
number and price of shares to be sold in the conversion offering and the
exchange ratio for current stockholders of the Company will be based on an
independent appraisal. A copy of the Plan is filed as Exhibit 2.1 hereto and is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
2.1 Plan of Conversion and Reorganization of K-Fed Mutual Holding Company
(Incorporated by reference to Exhibit 2 to the Registration
Statement on Form S-1, filed by Kaiser Federal Financial
Group, Inc. with the Securities and Exchange Commission on May
28, 2010 (File No. 333-167179).
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.
K-FED BANCORP
DATE: June 2, 2010 By: /s/ Kay M. Hoveland
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Kay M. Hoveland
President and Chief Executive Officer