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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13D-2(a)
(Amendment No. ____)
Capitol Federal Financial
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
14057C 10 6
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(CUSIP Number)
James S. Fleischer, P.C.
Martin L. Meyrowitz, P.C.
Silver, Freedman & Taff, L.L.P.
1100 New York Ave., N.W.
7th Floor, East Tower
Washington, D.C. 20005
(202) 414-6100
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 31, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule Section 240.13d-1(e), 240.13d-1(f) or 204.13d-1(g),
check the following box __.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Page 1 of 8)
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SCHEDULE 13D
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CUSIP No. 14057C 10 6
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1. NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capitol Federal Savings Bank MHC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) __
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ___
PURSUANT TO ITEM 2(d) OR 2(e)
N/A
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7. SOLE VOTING POWER
52,192,817
SHARES -----------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY 0
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OWNED BY 9. SOLE DISPOSITIVE POWER
52,192,817
EACH REPORTING -----------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON WITH 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,192,817
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES __
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.03%
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14. TYPE OF REPORTING PERSON
HC
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(Page 2 of 8)
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Item 1. Security and Issuer
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This Schedule 13D relates to shares of common stock, par value $0.01 per
share (the "Common Stock"), of Capitol Federal Financial, a federal stock
corporation (the "Company"), whose principal executive offices are located at
700 Kansas Avenue, Topeka, Kansas 66603.
Item 2. Identity and Background
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(a)-(b)-(c) This Schedule 13D is filed on behalf of Capitol Federal Savings
Bank, MHC, a federally chartered mutual holding company (the "MHC"). The MHC's
principal business is to hold the majoirty of the Company's shares of Common
Stock. The business address of the MHC is 700 Kansas Avenue, Topeka, Kansas
66603.
Pursuant to General Instruction C of Schedule 13D, the following
information is being provided with respect to each executive officer and
director of the MHC (collectively, "Insiders"):
<TABLE>
<CAPTION>
Name Occupation
- ---- ----------
<S> <C>
B.B. Andersen Director; Retired real estate developer.
John B. Dicus Director, President and Chief Operating Officer of Capitol Federal
Financial, Capitol Federal Savings Bank MHC and Capitol Federal Savings
Bank.
John C. Dicus Chairman of the Board and Chief Executive Officer of Capitol Federal
Financial, Capitol Federal Savings Bank MHC and Capitol Federal Savings
Bank.
Robert B. Maupin Director; Retired.
Carl W. Quarnstrom Director; Partner of Shaw, Hergenreter, Quarnstrom & Kocher, L.L.P.,
law firm.
Frederick P. Reynolds Director; Chairman of Sound Products, Inc.
Marilyn S. Ward Director; Executive Director of ERC/Resource & Referral.
Stanley F. Mick Executive Vice President and Chief Lending Officer of Capitol Federal
Savings Bank.
Neil F. M. McKay Executive Vice President, Chief Financial Officer and Treasurer of
Capitol Federal Financial, Capitol Federal Savings Bank MHC and Capitol
Federal Savings Bank.
Larry K. Brubaker Executive Vice President for Corporate Services of Capitol Federal
Savings Bank.
R. Joe Aleshire Executive Vice President for Retail Operations of Capitol Federal
Savings Bank.
Kent G. Townsend First Vice President and Controller of Capitol Federal Financial,
Capitol Federal Savings Bank MHC and Capitol Federal Savings Bank.
</TABLE>
(Page 3 of 8)
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(d) During the last five years, neither the MHC nor any of the Insiders has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither the MHC nor any of the Insiders has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) All of the Insiders are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
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On March 31, 1999, the Company was formed for the purpose of becoming the
stock holding company of Capitol Federal Savings Bank, a federally chartered
savings bank located in Topeka, Kansas (the "Bank"), and the MHC was formed for
the purpose of becoming the mutual holding company parent of the Company.
Pursuant to the Plan of Reorganization and Stock Issuance Plan ("Plan of
Reorganization"), effective March 31, 1999, the Bank became a wholly owned
subsidiary of the Company, which became a majority owned subsidiary of the MHC
(the "Mutual Holding Company Reorganization"). On March 31, 1999, 52,192,817
shares of Common Stock were issued to the MHC at no cost to the MHC. In
addition, on March 31, 1999, certain Insiders purchased shares of Common Stock
using their personal funds. All shares purchased by Insiders were purchased at a
price of $10.00 per share.
Item 4. Purpose of Transaction
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The primary purpose of the Mutual Holding Company Reorganization was to
establish a structure that will enable the Bank to compete and expand more
effectively in the financial services marketplace, and that will enable the
Bank's depositors, employees, management and directors to obtain an equity
ownership interest in the Bank through their ownership interests in the Company.
The mutual holding company structure permitted the Company to sell capital
stock, which is a source of capital not available to a mutual savings
institution. The transaction also gives the Bank and the Company greater
flexibility to structure and finance the expansion of operations and to
diversify into other financial services. Because the Company only issued a
minority of the Common Stock for sale to the public in the Mutual Holding
Company Reorganization, the Bank's ability to remain an independent savings bank
and to provide community-related financial services is expected to be preserved.
While the MHC and Insiders intend to exercise their rights as stockholders,
neither the MHC nor the Insiders currently has any plans or proposals which
relate to or would result in: (a) the acquisition by any person of additional
securities of the Company or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
(Page 4 of 8)
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other material change in the Company's business or corporate structure; (g)
changes in the Company's charter or bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Company by
any person; (h) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized or quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
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(a) As of March 31, 1999, the MHC directly and beneficially owned
52,192,817 shares of the Company's Common Stock, which represented 57.03% of the
issued and outstanding shares of Common Stock on such date. The following table
sets forth information with respect to the shares of Common Stock beneficially
owned by the Insiders as of March 31, 1999. All of such shares were purchased by
the Insiders in the subscription offering conducted by the Company in accordance
with the Plan of Reorganization:
No. of
Shares
Beneficially % of Outstanding
Name Owned Common Stock
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B.B. Andersen(1) 52,306 .14%
John B. Dicus(2) 50,300 .13%
John C. Dicus(3) 52,500 .14%
Robert B. Maupin(4) 53,600 .14%
Carl W. Quarnstrom(5) 10,000 .03%
Frederick P. Reynolds(6) 50,000 .13%
Marilyn S. Ward 10,000 .03%
Stanley F. Mick 10,000 .03%
Neil F.M. McKay 5,000 .01%
Larry K. Brubaker(7) 20,666 .05%
R. Joe Aleshire(8) 25,000 .07%
Kent G. Townsend(9) 275 .00%
(Page 5 of 8)
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(1) Mr. Andersen shares voting and dispositive power for 50,000 shares with his
spouse.
(2) Mr. John B. Dicus shares voting and dispositive power for 40,300 shares
with his spouse.
(3) Mr. John C. Dicus shares voting and dispositive power for 2,500 shares with
his spouse.
(4) Mr. Maupin shares voting and dispositive power for 3,500 shares with his
spouse.
(5) Mr. Quarnstrom shares voting and dispositive power for 4,500 shares with
his spouse.
(6) Mr. Reynolds shares voting and dispositive power for 25,000 shares with his
spouse.
(7) Mr. Brubaker shares voting and dispositive power for 2,201 shares with his
spouse. Mr. Brubaker shares voting and dispositive power for 15,127 shares
which are held by the Brubaker Family Trust.
(8) Mr. Aleshire shares voting and dispositive power for 18,025 shares with his
spouse.
(9) Mr. Townsend shares voting and dispositive power for 250 shares with his
spouse.
(b) The MHC has sole voting power over 52,192,817 shares and sole
dispositive power over 52,192,817 shares. The Insiders have voting and
dispositive power over the shares listed in Item 5(a) above as discused in the
footnotes to Item 5(a).
(c) Other than the issuance to the MHC of the 52,192,817 shares of the
Company's Common Stock and the purchase by the Insiders of the shares of Common
Stock listed in Item 5(a) above, neither the MHC nor any Insider has effected
any transaction in the Company's Common Stock within the past 60 days. For
information with respect to such issuance, see Item 3 above.
(d) Not applicable.
(e) Not applicable.
(Page 6 of 8)
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
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As of the date of this Schedule 13D, neither the MHC nor any of the Insiders is
a party to any contract, arrangement, understanding or relationship among
themselves or with any other person with respect to any securities of the
Company, including but not limited to transfer or voting of any of the Common
Stock, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, the giving or
withholding of proxies, or otherwise subject to a contingency the occurrence of
which would give another person voting or investment power over the Common
Stock.
Item 7. Material to Be Filed as Exhibits
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None.
(Page 7 of 8)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CAPITOL FEDERAL SAVINGS BANK MHC
By: /s/ John B. Dicus
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John B. Dicus,
as President and Chief Operating Officer
(Page 8 of 8)
