Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13D/A
Under the
Securities Exchange Act of 1934
(Amendment
No. 1)*
Kentucky
First Federal Bancorp
(Name of
Issuer)
Common
Stock, par value $0.01 per share
(Title of
Class of Securities)
491292
10 8
(CUSIP
Number)
Tony
D. Whitaker
President
and Chief Executive Officer
First
Federal MHC
479
Main Street
Hazard,
Kentucky 41701
(606)
436-3860
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
February
14, 2007
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
NOTE: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
|
CUSIP
NO. 491292 10 8
|
SCHEDULE
13D/A
|
|||||
|
1
|
NAMES
OF REPORTING PERSONS:
First
Federal MHC
|
|||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
|||||
|
3
|
SEC
USE ONLY
|
|||||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
|||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
4,727,938
|
|||
|
8
|
SHARED
VOTING POWER
|
0
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
|
4,727,938
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
|
0
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,727,938
|
|||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
|||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.35%
(1)
|
|||||
|
14
|
TYPE
OF REPORTING PERSON
HC
|
|||||
(1) Based on 7,834,148 shares
outstanding as of March 31, 2009.
Page 2 of
6 Pages
|
Item
1.
|
Security and
Issuer.
|
|
This
Amendment No. 1 to Schedule 13D relates to shares of the common stock, par
value, $0.01 per share (the “Common Stock”), of Kentucky First Federal
Bancorp (the “Issuer”), which has its principal executive offices at 216
W. Main Street, Frankfort, Kentucky 40602. This Schedule 13D/A
is being filed to report an increase in the percentage of the Issuer’s
outstanding shares of Common Stock owned by First Federal MHC (the “MHC”)
resulting solely from a reduction in the number of outstanding shares of
Common Stock due to stock
repurchases.
|
|
Item
2.
|
Identity and
Background.
|
This
amended Schedule 13D is being filed by First Federal MHC (the “MHC”), a
federally chartered mutual holding company. The MHC’s principal
business is to hold a majority of the shares of the Issuer’s common
stock. The principal office of the MHC is located at Main &
Lovern Streets, Hazard, Kentucky 41701. During the last five years
the MHC has not been convicted in a criminal proceeding nor during the last five
years has the MHC 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.
Attached
as Schedule I hereto and incorporated herein by reference is a list containing
certain information with respect to each director and executive officer of the
MHC (collectively, the “Insiders”). To the MHC’s knowledge, each of
the Insiders is a United States citizen, and none of the Insiders has, during
the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor
during the last five years have any of the Insiders 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.
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration.
|
The information set forth in Item 3 of
the MHC’s Schedule 13D filed with the Securities and Exchange Commission on
March 14, 2005 (the “Schedule 13D”) is incorporated herein by
reference.
|
Item
4.
|
Purpose
of Transaction.
|
The information set forth in Item 4 of
the Schedule 13D is incorporated herein by reference.
Page 3 of
6 Pages
|
Item
5.
|
Interest
in Securities of the Issuer.
|
(a) – (b) According to the
most recently available filing with the Securities and Exchange Commission by
the Company, there are 7,834,148 shares of Common Stock
outstanding. The MHC beneficially owns a total of 4,727,938 shares of
Common Stock, or 60.35% of the outstanding shares.
The
following table provides information about the shares of Common Stock of the
Issuer’s Common Stock that may be considered to be owned by each Insider as of
March 31, 2009. A person may be considered to own shares over which
he or she has, directly or indirectly, sole or shares voting or dispositive
power. Unless otherwise indicated, each of the named individuals has
sole voting and dispositive power with respect to the shares shown.
|
Name
|
Shares Owned
|
Percent
of Class
|
|||||
|
Tony
D. Whitaker
|
153,606 | (1) |
*
|
||||
|
Stephen
G. Barker
|
41,331 | (2) |
|
*
|
|||
|
Walter
G. Ecton, Jr.
|
35,802 | (3) |
*
|
||||
|
William
D. Gorman
|
47,600 | (4) |
*
|
||||
|
Don
D. Jennings
|
82,625 | (5) |
*
|
||||
|
Herman
D. Regan, Jr
|
61,375 | (6) |
*
|
||||
|
David
R. Harrod
|
22,056 | (7) |
*
|
||||
|
Kaye
Craft
|
12,755 | (8) |
*
|
||||
____________
*
Represents less than 1% of shares outstanding.
|
|
(1)
|
|
|
|
(2)
|
Includes
12,600 shares subject to vested stock options and 3,360 shares of unvested
restricted stock over which Mr. Barker has voting
power.
|
|
|
(3)
|
Includes
12,600 shares subject to vested stock options and 3,360 shares of unvested
restricted stock over which Mr. Ecton has voting power. Also
includes 600 shares held for the benefit of Mr. Ecton’s wife under her
IRA, over which she has voting and dispositive power and as to which Mr.
Ecton disclaims beneficial
ownership.
|
|
|
(4)
|
Includes
12,600 shares subject to vested stock options and 3,360 shares of unvested
restricted stock over which Mr. Gorman has voting power. This amount also
includes 3,000 shares owned by Mr. Gorman’s spouse and 2,000 shares held
by Mr. Gorman’s spouse as custodian under the Uniform Transfers to Minors
Act, over which she has voting and dispositive power and as to which Mr.
Gorman disclaims beneficial
ownership.
|
|
|
(5)
|
Includes
31,200 shares subject to vested stock options and 6,100 shares of unvested
restricted stock over which Mr. Jennings has voting
power.
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Page 4 of
6 Pages
|
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(6)
|
Includes
12,600 shares subject to vested stock options and 3,360 shares of unvested
restricted stock over which Mr. Regan has voting
power.
|
|
|
(7)
|
Includes
12,600 shares subject to vested stock options and 3,360 shares of unvested
restricted stock over which Mr. Harrod has voting
power.
|
|
|
(8)
|
Includes
5,040 shares subject to vested stock options, 1,332, shares allocated to
Ms. Craft’s account
under the Company’s Employee Stock
Ownership Plan and 2,000 shares of unvested restricted stock
over which Ms. Craft has voting
power.
|
(c)
Neither the MHC nor the Insiders have effected any transaction in
the Issuer’s common stock within the past 60 days.
(d) No
person other than the MHC has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the securities
owned by the MHC as described in Item 5(a)-(b) above.
(e) Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with respect toSecurities of
the Issuer.
|
Not applicable.
|
Item
7.
|
Material
to Be Filed as Exhibits.
|
Not applicable.
Page 5 of
6 Pages
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.
|
Date
June 26, 2009
|
FIRST
FEDERAL MHC
|
||
|
By:
|
/s/
Tony D. Whitaker
|
||
|
Tony
D. Whitaker
|
|||
|
President
and Chief Executive Officer
|
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Page 6 of
6 Pages
Schedule
I
Directors and Executive
Officers of First Federal MHC
The
names, business address and present principal occupation of each director,
executive officer and controlling person of First Federal MHC are set forth
below. All persons are citizens of the United States.
|
Name
|
Business Address
|
Principal Occupation
|
||
|
Tony
D. Whitaker
|
479
Main Street
P.O.
Box 1069
Hazard,
Kentucky 41702
|
President,
Chief Executive Officer and Director of First Federal MHC; Chief Executive
Officer and Chairman of Kentucky First Federal Bancorp; President and
Chief Executive Officer of First Federal Savings and Loan Association of
Hazard.
|
||
|
Stephen
G. Barker
|
479
Main Street
P.O.
Box 1069
Hazard,
Kentucky 41702
|
Director
of First Federal MHC, Kentucky First Federal Bancorp and First Federal
Savings and Loan Association of Hazard; Assistant General Counsel to
Kentucky River Properties, LLC.
|
||
|
Walter
G. Ecton, Jr.
|
479
Main Street
P.O.
Box 1069
Hazard,
Kentucky 41702
|
Director
of First Federal MHC, Kentucky First Federal Bancorp and First Federal
Savings and Loan Association of Hazard; Attorney in private practice,
Richmond, Kentucky.
|
||
|
William
D. Gorman
|
479
Main Street
P.O.
Box 1069
Hazard,
Kentucky 41702
|
Director
of First Federal MHC, Kentucky First Federal Bancorp and First Federal
Savings and Loan Association of Hazard; Mayor of Hazard,
Kentucky.
|
||
|
Don
D. Jennings
|
479
Main Street
P.O.
Box 1069
Hazard,
Kentucky 41702
|
Director
of First Federal MHC; President, Chief Operating Officer and Director of
Kentucky First Federal Bancorp; Vice Chairman and Chief Executive Officer
of First Federal Savings Bank of Frankfort.
|
||
| Herman D. Regan, Jr. |
479
Main Street
P.O.
Box 1069
Hazard,
Kentucky 41702
|
Director
of First Federal MHC, Kentucky First Federal Bancorp and First Federal
Savings Bank of Frankfort; Retired.
|
||
|
David
R. Harrod
|
479
Main Street
P.O.
Box 1069
Hazard,
Kentucky 41702
|
Director
of First Federal MHC, Kentucky First Federal Bancorp and First Federal
Savings Bank of Frankfort; Certified Public Accountant and Principal of
Harrod and Associates, P.S.C.
|
||
|
Kaye
Craft
|
479
Main Street
P.O.
Box 1069
Hazard,
Kentucky 41702
|
Treasurer
of First Federal MHC and First Federal Savings and Loan Association of
Hazard.
|