<PAGE> 1
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
June 28, 1996
- --------------------------------------------------------------------------------
(Date of earliest event reported)
Kenwood Bancorp, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-20907 31-1457996
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7711 Montgomery Road, Cincinnati, Ohio 45236
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(513) 791-2834
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS
On June 28, 1996, Kenwood Savings Bank (the "Savings Bank") announced
that Kenwood Bancorp, Inc., the holding company for the Savings Bank, completed
its stock offering in connection with the Savings Bank's conversion from the
mutual holding company form of organization to the stock holding company form
of organization. A total of 157,651 shares were sold at $10.00 per share in
connection with the stock offering, and approximately 137,519 shares are
expected to be issued in exchange for shares of common stock of the Savings
Bank. The press release is included as an exhibit hereto and is incorporated
by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99(a) Press Release, dated June 28, 1996
2
<PAGE> 3
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 thereunto duly authorized.
KENWOOD BANCORP, INC.
Date: June 28, 1996 By: /s/ Thomas W. Burns
------------------------------------------
Thomas W. Burns, Executive Vice President
and Chief Executive Officer
3
<PAGE> 1
Exhibit 99(a)
Press Release, dated June 28, 1996
<PAGE> 2
PRESS RELEASE
CONTACT: THOMAS W. BURNS
EXECUTIVE VICE PRESIDENT
AND CHIEF EXECUTIVE OFFICER
KENWOOD SAVINGS AND
LOAN ASSOCIATION
TELEPHONE: (513) 791-2834
Cincinnati, Ohio -- February ___, 1996. The Boards of Directors of
Kenwood Federal Mutual Holding Company, a federal mutual holding company (the
"Mutual Holding Company"), and Kenwood Savings and Loan Association, an Ohio
savings and loan association and subsidiary of the Mutual Holding Company (the
"Association"), unanimously adopted a plan of conversion ("Plan") pursuant to
which the Mutual Holding Company, which currently owns approximately 53.4% of
the Association, will convert from mutual to stock form and simultaneously
offer and sell shares of common stock in a subscription and community offering.
Under the terms of the Plan, upon completion of the conversion and
reorganization, outstanding shares of common stock of the Association will be
exchanged for shares of a newly formed Delaware stock holding company, by means
of an exchange ratio which would preserve the current minority ownership
percentage of the Association's stockholders.
The amount and pricing of the proposed stock offering will be based
upon an independent appraisal of the Association. Shares issued will be
offered to the Association's depositors, benefit plans and stockholders in
accordance with current regulations of the Office of Thrift Supervision. The
Plan must be approved by the members of the Mutual Holding Company, the holders
of the shares of the Association's outstanding common stock and the Office of
Thrift Supervision and the Ohio Department of Commerce, Division of Financial
Institutions.
Commenting upon adoption of the Plan, Thomas W. Burns, Executive Vice
President and Chief Executive Officer of the Association and the Mutual Holding
Company, stated: "The formation of this mutual holding company has benefited
the Association, our stockholders and depositors. Now, we wish to position the
Association for the future by converting the Mutual Holding Company to stock
form. We believe that the proposed conversion will be in the best interests of
the Association's minority stockholders and the members of the Mutual Holding
Company. We also believe that this conversion is consistent with the
Association's goals of enhancing value for stockholders and depositors, while
positioning the Association to better serve its customers and the local
community."
<PAGE> 3
After the conversion and reorganization, the Association will operate
as an Ohio-chartered stock savings institution subsidiary of the newly formed
Delaware corporation. The Association's deposits will continue to be insured by
the Federal Deposit Insurance Corporation, and the Association will maintain
its membership in the Federal Home Loan Bank system.
The Association is an Ohio-charted savings and loan association which
conducts business through one full service office headquartered in Cincinnati,
Ohio. The address of the Association is 7711 Montgomery Road, Cincinnati,
Ohio 45236, and its telephone number is (513) 791-2834.
