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K-Fed Bancorp Approves Plan To Reorganize From Two-tier Mutual Holding Co To Full Stock Holding Co - Quick Facts

(RTTNews) - K-Fed Bancorp (KFED), the parent company for Kaiser Federal Bank, announced that it has adopted a plan to reorganize from a two-tier mutual holding company to a full stock holding company and undertake a "second-step" offering of additional shares of common stock.

K-Fed Mutual Holding Company currently holds approximately 66.7% of the issued and outstanding shares of K-Fed Bancorp, which in turn owns all of the stock of Kaiser Federal Bank. The remaining 33.3% of K-Fed Bancorp's shares currently are held by public shareholders.

As part of the reorganization, Kaiser Federal Bank will become a wholly owned subsidiary of a new stock corporation, Kaiser Federal Financial Group, Inc. The currently outstanding shares of the common stock of K-Fed Bancorp, including shares held by the general public and employee stock benefit plans, other than shares held by K-Fed Mutual Holding Company, will be converted into shares of common stock in Kaiser Federal Financial Group Inc., using an exchange ratio designed to preserve current percentage ownership interests.

Shares owned by K-Fed Mutual Holding Company will be retired, and new shares representing that ownership interest will be offered and sold to the Bank's eligible depositors, Kaiser Federal Bank's tax qualified employee benefit plans and members of the general public as set forth in the Plan of Conversion and Reorganization of K-Fed Mutual Holding Company. The highest priority will be depositors with qualifying deposits as of March 31, 2009.

The number of shares of common stock to be offered and the exchange ratio for shares of K-Fed Bancorp will be based upon an independent appraisal, assuming shares are issued at $10.00 per share, the company said. Subject to such approvals, the conversion and the offering are expected to be completed in the fourth quarter of calendar 2010.