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As filed with the Securities and Exchange Commission on May 10, 1996
Registration No. 333-2698
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 2 TO THE
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KENWOOD BANCORP, INC.
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(Exact name of registrant as specified in its articles of incorporation)
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<S> <C> <C>
Delaware 6711 Being Applied For
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(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Code Number) Identification No.)
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7711 Montgomery Road
Cincinnati, Ohio 45236
(513) 791-2834
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Thomas W. Burns
Executive Vice President and Chief Executive Officer
Kenwood Bancorp, Inc.
7711 Montgomery Road
Cincinnati, Ohio 45236
(513) 791-2834
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
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<S> <C> <C>
John P. Soukenik, Esq. Jack A. Selman, Esq.
Jeffrey D. Haas, Esq. Sneed, Vine, Wilkerson, Selman & Perry
Elias, Matz, Tiernan & Herrick L.L.P. and 901 Congress Avenue
734 15th Street, N.W., 12th Floor Austin, Texas 78701
Washington, D.C. 20005
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
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PROPOSED
MAXIMUM
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 204,986 shares(2) $10.00(2) $2,049,860 $ 706.85
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Common Stock, par
value $.01 per share 183,253 shares(3) $ 8.55(3) $1,566,813 $ 540.28(3)
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Total 388,239 shares $3,616,673 $1,247.13
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Represents a maximum of 204,986 shares that may be issued in the offering.
The registration fee for these shares is calculated in accordance with Rule
457(a).
(3) Represents a maximum of 184,058 shares that may be issued in exchange for
shares of common stock of Kenwood Savings and Loan Association (inclusive
of shares which may be issued upon exercise of outstanding stock options).
The registration fee for these shares is calculated in accordance with Rule
457(f) based upon an assumed exchange ratio of 2.5307 and the book value of
a share of Kenwood Savings and Loan Association common stock of $21.65 on
December 31, 1995.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
The exhibits and financial statement schedules filed as a part of this
Registration Statement are as follows:
(a) LIST OF EXHIBITS (filed herewith unless otherwise noted)
1.1* Engagement Letter dated February 26, 1996 with Charles Webb & Company
1.2* Form of Agency Agreement with Charles Webb & Company
2.1* Plan of Conversion and Agreement and Plan of Reorganization
3.1* Certificate of Incorporation of Kenwood Bancorp, Inc.
3.2* Bylaws of Kenwood Bancorp, Inc.
4.1* Form of Stock Certificate of Kenwood Bancorp, Inc.
5.1* Opinion of Elias, Matz, Tiernan & Herrick L.L.P. regarding legality of
securities
8.1* Opinion of Elias, Matz, Tiernan & Herrick L.L.P. regarding federal
income tax consequences
8.2 Opinion of Clark, Schaefer, Hackett & Co. regarding Ohio income tax
consequences
8.3* Opinion of RP Financial, LC. regarding subscription rights
10.1* 1992 Stock Incentive Plan
10.2* 1992 Directors' Stock Option Plan
10.3* 1992 Management Recognition Plan
10.4* Kenwood Bancorp, Inc. Employee Stock Ownership Plan and Trust
10.5* Form of Severance Agreement between Kenwood Bancorp, Inc., Kenwood
Savings Bank and Thomas W. Burns
23.1* Consent of Clark, Schaefer, Hackett & Co.
23.2* Consent of Grant Thornton LLP
23.3* Consent of RP Financial, LC.
23.4* Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in
Exhibit 5)
23.5 Consent of Clark, Schaefer, Hackett & Co. (included in Exhibit 8.2)
24.1* Power of Attorney (included in Signature Page of this Registration
Statement)
99.1* Proxy Statement and form of proxy for solicitation of stockholders of
Kenwood Savings and Loan Association
99.2* Proxy Statement and form of proxy for solicitation of members of
Kenwood Federal Mutual Holding Company
99.3* Appraisal Report of RP Financial, LC.
99.4* Marketing Materials
99.5 Letter of Grant Thornton LLP pursuant to Item 304(a) of Regulation S-K
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* Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused the Form S-1 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the State of Ohio
on May 9, 1996.
KENWOOD BANCORP, INC.
By: /s/ Thomas W. Burns
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Thomas W. Burns
Executive Vice President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Name Title Date
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<S> <C> <C>
/s/ Robert P. Isler President and Chairman of the May 9, 1996
------------------------------- Board
Robert P. Isler*
/s/ Thomas W. Burns Executive Vice President and
--------------------------- Chief Executive Officer
Thomas W. Burns (principal executive, financial May 9, 1996
and accounting officer)
/s/ Richard C. Kent Director May 9, 1996
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Richard C. Kent*
/s/ Donald G. Ashcraft
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Donald G. Ashcraft* Director May 9, 1996
/s/ P. Lincoln Mitchell
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P. Lincoln Mitchell* Secretary and Director May 9, 1996
/s/ James N. Murphy
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James N. Murphy* Director May 9, 1996
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* By Thomas W. Burns, attorny-in-fact
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EXHIBIT 8.2
Opinion of Clark, Schaefer, Hackett & Co.
regarding Ohio income tax consequences
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[CLARK, SCHAEFER, HACKETT & CO. LETTERHEAD]
May 9, 1996
Board of Directors
Kenwood Bancorp Inc.
Kenwood Savings and Loan Association
Kenwood Federal Mutual Holding Company
7711 Montgomery Rd.
Cincinnati, OH 45236
Re: State Tax Opinion relating to (i) conversion of Kenwood Federal
Mutual Holding Company ("MHC") from mutual to stock
form; (ii) the merger of MHC with and into Kenwood Savings and
Loan Association (the Association) (the foregoing transaction
referred to as "Merger 1"); and (iii) acquisition of the
Association by Kenwood Bancorp Inc., an Ohio-chartered company
(the "Company"), by means of a merger of Association with a
federally-chartered, interim stock savings institution (the
"Interim Savings Bank) which will be organized as a wholly
owned subsidiary of the Company (the foregoing transaction
referred to as "Merger 2").
Gentlemen:
In accordance with your request, set forth below is the opinion of this
firm relating to the State of Ohio tax consequences of the proposed Merger 1
and Merger 2 transactions described above (collectively, the "Conversion").
FACTS
We reviewed the Federal Income Tax Opinion of Elias, Matz, Tiernan &
Herrick L.L.P. dated May 3, 1996, which was addressed and furnished to you, and
we have relied on the facts stated in that opinion and the Company's Prospectus
as to the manner in which the formation of the Company and the Interim Savings
Bank and the conversion of MHC from mutual to stock form will be accomplished.
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[CLARK, SCHAEFER, HACKETT & CO. LETTERHEAD]
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OPINION OF THE FIRM
Based solely upon the information and facts in the opinion of Elias,
Matz, Tiernan & Herrick L.L.P. dated May 3, 1996, and the Company's Prospectus
we render the following opinion:
1. Both Merger 1 and Merger 2 will not, per se, result in any adverse tax
consequences under Ohio law to the Association or the Company. However, to the
extent that the issuance and sale of Company stock increases the net worth of
the Association and/or the Company, the Ohio franchise tax liability of the
Association and/or the Company could be increased.
2. The conversion itself will not, per se, result in any adverse tax
consequences under Ohio law to the depositors of the Company.
The various State laws and regulations on which this opinion is based
are necessarily subject to change from time to time and any such change could
affect this opinion. In addition, the opinion stated herein is based upon the
facts mentioned above. Any changes in the facts could affect the conclusions
stated herein. We hereby consent to the use of our firm's name and to
references to our firm in the Registration Statement to be filed with SEC and
the Prospectus included herein.
Sincerely,
CLARK, SCHAEFER, HACKETT & CO.
/s/ CLARK, SCHAEFER, HACKETT & CO.
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EXHIBIT 99.5
Letter of Grant Thornton LLP
pursuant to Item 304(a) of Regulation S-K
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[GRANT THORNTON LETTERHEAD]
May 9, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: Kenwood Savings and Loan Association
Commission File No. 333-2698
Gentlemen:
We have reviewed the disclosures under the heading "Change in Accountants" in
the prospectus of the above referenced registrant's registration statement on
Form S-1. We agree with such disclosure insofar as it pertains to matters
between this firm and the registrant.
Very truly yours.
GRANT THORNTON LLP
/s/ RON J. COPHER
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Ron J. Copher
Partner
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