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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) March 31, 2000
PULASKI FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-24571 43-1816913
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(State or other Jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
12300 Olive Boulevard, St. Louis, Missouri 63141
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(Address of principal executive offices)
(314) 878-2210
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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)
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ITEM 5. OTHER EVENTS.
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On March 31, 2000, the Board of Directors of Pulaski Financial Corp., a
Delaware corporation (the "Company"), declared a special cash distribution in
the amount of $4.00 per share to each shareholder of record on August 1, 2000 to
be payable on September 1, 2000. Management of the Company expects that most of
the distribution will be a non-taxable return of capital, although the exact
amount of the distribution that could be considered non-taxable cannot be
confirmed until the Company's operating results for the 2000 tax year have been
determined.
Shareholders are advised to consult with their personal tax advisors with
respect to their particular income tax situation. A copy of the press release
announcing the distribution is attached as Exhibit 99 hereto and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
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Exhibit 99 Press Release dated April 3, 2000.
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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.
Dated: April 3, 2000 By: /s/ William A. Donius
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William A. Donius
President and Chief Executive Officer
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EXHIBIT 99 PRESS RELEASE
Pulaski Financial Corp. Announces Return of Capital
ST. LOUIS, April 3 /PRNewswire/ -- Pulaski Financial Corp. (Nasdaq: PULB - news)
announced today that its Board of Directors declared a special cash distribution
in the amount of $4.00 per share. The cash distribution will be payable on
September 1, 2000 to stockholders of record as of the close of business on
August 1, 2000. Management of the Company expects that most of the distribution
will be a non-taxable return of capital, although the exact amount of the
distribution that could be considered non-taxable cannot be confirmed until the
Company's operating results for the 2000 tax year have been determined. The
amount of the special cash distribution that would be treated as a return of
capital will be treated as a reduction in the cost basis of each share and will
not be subject to income tax as a dividend to shareholders.
William A. Donius, Chairman and Chief Executive Officer of Pulaski Financial
Corp. indicated that the Board of Directors declared the special cash
distribution in view of the strong capital position of the Company's subsidiary,
Pulaski Bank, and the difficulty of achieving a competitive return on equity
with the Company's current capital position.
Mr. Donius stated that, "We believe that the special cash distribution is in the
best interest of the Company and its shareholders. When we converted the company
from the mutual holding company format into a full public company, the
regulatory process dictated the resulting capital level of the new entity.
Returning capital to shareholders affords us the opportunity to right-size the
capital level of the company. We believe productive capital deployment is a
critical tool in developing value for shareholders. The special cash
distribution is reflective of the Board's commitment to enhance shareholder
value."
The Company expects to record a one-time compensation expense in connection with
the pass- through of the special distribution to recipients of restricted stock
awards under the Company's 2000 Stock-Based Benefit Plan. However, it is
anticipated that the special distribution will also result in a reduction of the
Company's ongoing compensation expense with respect to such awards as a result
of adjustments to the value of unvested shares subject to awards. In addition,
it is expected that the trustees of Pulaski Bank's Employee Stock Ownership Plan
will apply the special distribution to regularly scheduled payments and a
prepayment of principal on the ESOP's debt obligation to the Company. This
application of the special distribution will also result in increased
compensation expense for the current quarter, as additional shares are committed
to be released to ESOP participants. The aggregate expense amount of the entire
transaction is anticipated to be approximately $1,400,000, with the majority of
the expense incurred in the quarter ended, March 31, 2000.
Further, CEO William A. Donius announced that the Corporation's Board of
Directors declared a 9 cents per share quarterly cash dividend on the
Corporation's outstanding common stock. The regular quarterly cash dividend will
be payable on April 24, 2000 to stockholders of record April 10, 2000.
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Pulaski Bank is an FDIC-insured retail banking institution that provides
consumer oriented financial services through five offices within the St. Louis
metropolitan area.
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