K-Fed Bancorp Adopts Plan To Reorganize And Conduct "Second Step" Stock Offering

COVINA, Calif., May 28, 2010 (GLOBE NEWSWIRE) -- K-Fed Bancorp (Nasdaq:KFED), the parent company for Kaiser Federal Bank, today announced that is 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.

In adopting the plan, Kay M. Hoveland, President and Chief Executive Officer of K-Fed Bancorp commented, "Our board of directors has been reviewing the potential for a second-step transaction for a while now. Given the current equity markets, the regulatory reform legislation as well as the opportunities present in our markets to utilize the proceeds to support our business plan, we feel proceeding with the second step transaction is in the best interests of our shareholders."

K-Fed Mutual Holding Company, a federally chartered mutual holding company formed in 2003, 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.