LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
NASB FINANCIAL, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED JUNE 5, 2000
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., Central TIME, ON WEDNESDAY, JULY 5, 2000,
UNLESS THE OFFER IS EXTENDED.
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By Mail, Overnight, or Hand Delivery:
NASB Financial, Inc.
12498 South 71 Highway
Grandview, Missouri 64030
Attn: Investor Relations Department
By Facsimile Transmission: (816) 316-4504
Confirm by Telephone - Investor Relations Department: (816) 765-2200
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Please read the entire letter of transmittal, including the
accompanying instructions, carefully before checking any box below.
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DESCRIPTION OF SHARES TENDERED at $12.50 per share
(SEE INSTRUCTIONS 3 AND 4)
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Name(s) and Address(es) SHARES TENDERED
of Registered Holder(s)
(Please fill in exactly (Attach Addition Signed
as name(s) appear(s)on List if Necessary)
certificate(s))
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CERTIFICATE TOTAL NUMBER NUMBER OF
NUMBERS(1) OF SHARES SHARES
REPRESENTED TENDERED(2)
BY
CERTIFICATE(S)
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---------------------- ------------ ------------- ---------
---------------------- ------------ ------------- ---------
---------------------- ------------ ------------- ---------
TOTAL SHARES: ------------- ---------
(1) Need not be completed by stockholders tendering Shares by book-
entry transfer. List certificates in the order in which Shares are to
be purchased in the event of proration. See Instruction 13.
(2) Unless otherwise indicated, it will be assumed that all Shares
represented by each Share certificate delivered to the Company are being
tendered hereby. See Instruction 4.
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
BELOW WILL NOT CONSTITUTE A VALID DELIVERY.
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This Letter of Transmittal is to be used only if certificates are
being forwarded herewith or if delivery of Shares (as defined below) is
being made by book-entry transfer to the Company's account at The
Depository Trust Company ("DTC") (hereinafter referred to as the
"Book-Entry Transfer Facility") pursuant to the procedures set forth
in Section 3 of the Offer to Purchase (as defined below).
The names and addresses of the registered holders should be printed
exactly as they appear on the certificates representing Shares tendered
hereby. The certificate numbers, the number of Shares represented by
such certificates, the number of Shares that the undersigned wishes to
tender should be indicated in the appropriate boxes on this Letter of
Transmittal.
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ALL DOCUMENTS SHOULD BE MAILED TO THE COMPANY:
NASB FINANCIAL, INC.
12498 South 71 Highway
Grandview, MO 64030
Attn: Investor Relations Department
Telephone Number: (816) 765-2200
2
<PAGE>
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
/ / Check here if tendered shares are being delivered by Book-
Entry Transfer to the Company's account at the book-entry transfer
facility and complete the following:
Name of Tendering Institution
---------------------------------------------
Account No. at DTC
---------------------------------------------
Transaction Code No.
---------------------------------------------
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ODD LOTS
(SEE INSTRUCTION 8)
This section is to be completed ONLY if Shares are being tendered by or
on behalf of a person owning beneficially, as of the close of business
on June 5, 2000, and who continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[ ] was the beneficial owner as of the close of business on June 5,
2000, and continues to own beneficially as of the Expiration Date,
an aggregate of fewer than 100 Shares, all of which are being
tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other
nominee that (i) is tendering, for the beneficial owners thereof,
Shares with respect to which it is the record owner, and (ii)
believes, based upon representations made to it by each such
beneficial owner, that such beneficial owner owned beneficially as
of the close of business on June 5, 2000, and continues to own
beneficially as of the Expiration Date, an aggregate of fewer than
100 Shares and is tendering all such Shares.
Note: Signatures must be provided below. Please read the
accompanying instructions carefully.
3
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to NASB Financial, Inc., a Missouri
corporation (the "Company"), the above-described shares of its common
stock, par value $0.15 per share (such shares are hereinafter referred
to as the "Shares"), at the price per Share of $12.50, net to the
seller in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated June 5, 2000 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which together constitute the "Offer").
Subject to, and effective upon, acceptance for payment of and
payment for the Shares tendered herewith in accordance with the terms
and subject to the conditions of the Offer (including, if the Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to, or
upon the order of, the Company all right, title and interest in and to
all the Shares that are being tendered hereby or orders the registration
of such Shares tendered by book-entry transfer that are purchased
pursuant to the Offer to or upon the order of the Company and hereby
irrevocably constitutes and appoints the Company the true and lawful
agent and attorney-in-fact of the undersigned with respect to such
Shares, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to:
(i) deliver certificates for such Shares, or transfer ownership of such
Shares on the account books maintained by the Book-Entry Transfer
Facility, together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of the Company upon
payment by the Company of the Purchase Price (as defined below) with
respect to such Shares;
(ii) present certificates for such Shares for cancellation and transfer
on the books of the Company; and
(iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, all in accordance with the terms of
the Offer.
The undersigned hereby represents and warrants to the Company that
the undersigned has full power and authority to tender, sell, assign and
transfer the Shares tendered hereby and that, when and to the extent the
same are accepted for payment by the Company, the Company will acquire
good, marketable and unencumbered title thereto, free and clear of all
liens, restrictions, charges, encumbrances, conditional sales agreements
or other obligations relating to the sale or transfer thereof, and the
same will not be subject to any adverse claims. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Company to be necessary or desirable to complete the sale, assignment
and transfer of the Shares tendered hereby.
The undersigned represents and warrants to the Company that the
undersigned has read and agrees to all of the terms of the Offer. All
authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the
undersigned, and any obligation of the undersigned hereunder shall be
binding upon the heirs, personal representatives, successors and assigns
of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase
and in the Instructions will constitute the undersigned's acceptance of
the terms and conditions of the Offer, as well as the undersigned's
representation and warranty to the Company that (i) the undersigned has
a net long position in the Shares or equivalent securities being
tendered within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
(ii) the tender of such Shares complies with Rule 14e-4 of the Exchange
Act. The Company's acceptance for payment of Shares tendered pursuant
to the Offer will constitute a binding agreement between the undersigned
and the Company upon the terms and subject to the conditions of the
Offer.
The names and addresses of the registered holders should be printed
exactly as they appear on the certificates representing Shares tendered
hereby. The certificate numbers, the number of Shares represented by
such certificates and the number of Shares that the undersigned wishes
to tender should be indicated in the appropriate boxes on this Letter of
Transmittal.
The undersigned understands that the Company will purchase 387,500
Shares (or such lesser number of Shares as are validly tendered and not
withdrawn) at the Purchase Price, net to the seller in cash, without
interest
4
<PAGE>
thereon, upon the terms and subject to the conditions of the offer,
including its proration provisions, and that the Company will return all
other Shares, including Shares not purchased because of proration. See
Section 1 of the Offer to Purchase.
The undersigned recognizes that, under certain circumstances set
forth in the Offer to Purchase, the Company may terminate or amend the
Offer or may postpone the acceptance for payment of, or the payment for,
Shares tendered or may not be required to purchase any of the Shares
tendered hereby or may accept for payment fewer than all of the Shares
tendered hereby.
Unless otherwise indicated herein under "Special Payment
Instructions," please issue the check for the Purchase Price of any
Shares purchased, and/or return any Shares not tendered or not
purchased, in the name(s) of the undersigned (and, in the case of Shares
tendered by book-entry transfer, by credit to the account at the Book-
Entry Transfer Facility). Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail the check for the
Purchase Price of any Shares purchased and any certificates for Shares
not tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the
undersigned's signature(s). In the event that both "Special Payment
Instructions" and "Special Delivery Instructions" are completed,
please issue the check for the Purchase Price of any Shares purchased
and return any Shares not tendered or not purchased in the name(s) of,
and mail such check and any certificates to, the person(s) so indicated.
The undersigned recognizes that the Company has no obligation, pursuant
to the "Special Payment Instructions," to transfer any Shares from the
name of the registered holder(s) thereof if the Company does not accept
for payment any of the Shares so tendered.
SPECIAL DELIVERY INSTRUCTIONS SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8) (SEE INSTRUCTIONS 6 AND 8)
To be completed ONLY if the check To be completed ONLY of the
for the aggregate Purchase Price of Purchase Price of Shares
Shares purchased and/or certificates purchased and/or certificates
for Shares not tendered or not for Shares not purchased are
purchased are to be issued in the to be mailed to someone other
name of someone other than the than the undersigned at an
undersigned. address other than that shown
below the undersigned's
signature(s)
Issue: / / check and/or Mail: / / check and/or
/ / certificate(s) to: / / certificate(s) to:
Name: Name:
----------------------- -------------------------
(Please Print) (Please Print)
---------------- -----------------
Address: Address:
----------------------- ------------------------
(Include Zip Code) (Include Zip Code)
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
The undersigned understands that acceptance of Shares by the
Company for payment will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions
of the Offer.
5
<PAGE>
TO BE COMPLETED AND SIGNED BY ALL STOCKHOLDERS
(Please Complete Substitute W-9 included in this Letter of
Transmittal)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Share certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. (If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please
set forth full title and see Instruction 5.)
PLEASE SIGN HERE:
Dated: , 2000
Name(s) (please print):
----------------------
----------------------
Capacity (full title):
----------------------
Address:
----------------------
----------------------
Area Code and Telephone No.
----------------------
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Name of Firm:
----------------------
Authorized Signature
Name
----------------------
Title
----------------------
Address
----------------------
----------------------
Area Code and Telephone No.
------------------------
Dated: , 2000
6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as provided below, all signatures on
this Letter of Transmittal must be guaranteed by a firm that is an
Eligible Institution (as defined below), unless (i) this Letter of
Transmittal is signed by the registered holder(s) of the Shares (which
term, for purposes of this document, shall include any participant in a
Book-Entry Transfer Facility whose name appears on a security position
listing as the owner of Shares) tendered herewith and such holder(s)
have not completed the box entitled "Special Payment Instructions" or
the box entitled "Special Delivery Instructions" on this Letter of
Transmittal, or (ii) such Shares are tendered for the account of a
member firm of a registered national securities exchange, a member of
the National Association of Securities Dealers, Inc. or a commercial
bank or trust company (not a savings bank or savings and loan
association) having an office, branch or agency in the United States
(each such entity, an "Eligible Institution"). See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This
Letter of Transmittal is to be used either if Share certificates are to
be forwarded herewith or if delivery of Shares is to be made by book-
entry transfer pursuant to the procedures set forth in Section 3 of the
Offer to Purchase. Certificates for all physically delivered Shares, or
a confirmation of a book-entry transfer into the Company's account at
the Book-Entry Transfer Facility of all Shares delivered electronically,
as well as a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile thereof) and any other documents required
by this Letter of Transmittal, must be received by the Company at its
address set forth on the front page of this Letter of Transmittal prior
to the Expiration Date. If certificates are forwarded to the Company in
multiple deliveries, a properly completed and duly executed Letter of
Transmittal must accompany each such delivery.
The method of delivery of all documents, including share
certificates, the Letter of Transmittal and any other required
documents, is at the election and risk of the tendering stockholder, and
the delivery will be deemed made only when actually received by the
Company. If delivery is by mail, registered mail with return receipt
requested, property insured, is recommended. In all cases, sufficient
time should be allowed to ensure timely delivery.
No alternative or contingent tenders will be accepted. By
executing this Letter of Transmittal (or facsimile thereof), the
tendering stockholder waives any right to receive any notice of the
acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and the number of Shares should be listed on a
separate signed schedule and attached to this Letter of Transmittal.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-
ENTRY TRANSFER). If fewer than all the Shares represented by any
certificate delivered to the Company are to be tendered, fill in the
number of Shares that are to be tendered in the box entitled "Number of
Shares Tendered." In such case, a new certificate for the remainder of
the Shares represented by the old certificate will be sent to the
person(s) signing this Letter of Transmittal, unless otherwise provided
in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes on this Letter of Transmittal, as promptly as
practicable following the expiration or termination of the Offer. All
Shares represented by certificates delivered to the Company will be
deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered hereby, the signatures(s) must correspond with the
name(s) as written on the face of the certificates without alteration,
enlargement or any change whatsoever.
If any of the Shares tendered hereby are held of record by two or
more persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different
names on different certificates, it will be necessary to complete, sign
and submit as many separate Letters of Transmittal (or facsimiles
thereof) as there are different registrations of such Shares.
If this Letter of Transmittal is signed by the registered holder(s)
of the Shares tendered hereby, no endorsements of certificates or
separate stock powers are required unless payment of the Purchase Price
is to be made to, or Shares not tendered or not purchased are to be
registered in the name of, any person other than the registered
holder(s). See Instruction 1.
7
<PAGE>
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case, signed exactly as the name(s)
of the registered holder(s) appear(s) on such certificate(s).
Signature(s) on any such certificates or stock powers must be guaranteed
by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing,
and proper evidence satisfactory to the Company of the authority of such
person so to act must be submitted.
6. STOCK TRANSFER TAXES. The Company will pay or cause to be paid any
stock transfer taxes with respect to the sale and transfer of any Shares
to it or its order pursuant to the Offer. If, however, payment of the
aggregate Purchase Price is to be made to, or Shares not tendered or not
purchased are to be registered in the name of, any person other than the
registered holder(s), or if tendered Shares are registered in the name
of any person other than the person(s) signing this Letter of
Transmittal, the amount of any stock transfer taxes (whether imposed on
the registered holder(s), such other person or otherwise) payable on
account of the transfer to such person will be deducted from the
purchase price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted. See Section 5 of the Offer
to Purchase. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE
NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE CERTIFICATES REPRESENTING
SHARES TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the
purchase price of any Shares tendered hereby is to be issued in the name
of, or any Shares not tendered or not purchased are to be returned to, a
person other than the person(s) signing this Letter of Transmittal, or
if the check or any certificates for Shares not tendered or not
purchased are to be mailed to someone other than the person(s) signing
this Letter of Transmittal or to an address other than that shown above
in the box captioned "Description of Shares Tendered," then the boxes
captioned "Special Payment Instructions" and "Special Delivery
Instructions" on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account
maintained by such stockholder at the Book-Entry Transfer Facility from
which such transfer was made.
8. ODD LOTS. As described in Section 1 of the Offer to Purchase, if
fewer than all Shares validly tendered and not withdrawn prior to the
Expiration Date are to be purchased, the Shares purchased first will
consist of all Shares tendered by any stockholder who owned beneficially
as of the close of business on June 5, 2000, and continues to own
beneficially as of the Expiration Date, an aggregate of fewer than 100
Shares and who validly tendered all such Shares. Partial tenders of
Shares will not qualify for this preference and this preference will not
be available unless the box captioned "Odd Lots" in this Letter of
Transmittal is completed.
9. SUBSTITUTE FORM W-9 AND FORM W-8. Under the United States federal
income tax backup withholding rules, unless an exemption applies under
the applicable law and regulations, 31% of the gross proceeds payable to
a stockholder or other payee pursuant to the Offer must be withheld and
remitted to the United States Treasury, unless the stockholder or other
payee provides such person's taxpayer identification number (employer
identification number or social security number) to the Company and
certifies that such number is correct. Therefore, each tendering
stockholder must complete and sign the Substitute Form W-9 included as
part of this Letter of Transmittal so as to provide the information and
certification necessary to avoid backup withholding, unless such
stockholder otherwise establishes to the satisfaction of the Company
that it is not subject to backup withholding. Certain stockholders
(including, among others, all corporations and certain foreign
stockholders) are not subject to these backup withholding requirements.
To prevent possible erroneous backup withholding, an exempt holder must
enter its correct taxpayer identification number in Part 1 of Substitute
Form W-9, certify that such Stockholder is not subject to backup
withholding in Part 2 of such form, and sign and date the form. In
order for a foreign stockholder to qualify as an exempt recipient, a
foreign stockholder must submit an Internal Revenue Service ("IRS")
Form W-8 or a Substitute Form W-8, signed under penalties of perjury,
attesting to that stockholder's exempt status. Form W-8 may be obtained
from the Company.
10. WITHHOLDING ON FOREIGN STOCKHOLDERS. Even if a foreign stockholder
has provided the required certification to avoid backup withholding, the
Company will withhold United States federal income taxes equal to 30% of
the gross payments payable to a foreign stockholder or its agent unless
(a) the Company determines that a reduced rate of withholding is
available pursuant to a tax treaty or that an exemption from withholding
is applicable because such gross proceeds
8
<PAGE>
are effectively connected with the conduct of a trade or business in the
United States or (b) the foreign stockholder establishes to the
satisfaction of the Company that the sale of Shares by such foreign
stockholder pursuant to the Offer will qualify as a "sale or
exchange," rather than as a distribution taxable as a dividend, for
United States federal income tax purposes (see Section 12 of the Offer
to Purchase). For this purpose, a foreign stockholder is any
stockholder that is not (i) a citizen or resident of the United States,
(ii) a corporation, partnership or other entity created or organized in
or under the laws of the United States, any State or any political
subdivision thereof, (iii) an estate, the income of which is subject to
United States federal income taxation regardless of the source of such
income or (iv) a trust the administration of which a court within the
United States is able to exercise primary supervision and all
substantial decisions of which one or more United States persons have
the authority to control. In order to obtain a reduced rate of
withholding pursuant to a tax treaty, a foreign stockholder must deliver
to the Company a properly completed IRS Form 1001. In order to obtain
an exemption from withholding on the grounds that the gross proceeds
paid pursuant to the Offer are effectively connected with the conduct of
a trade or business within the United States, a foreign stockholder must
deliver to the Company a properly completed IRS Form 4224. The Company
will determine a stockholder's status as a foreign stockholder and
eligibility for a reduced rate of, or an exemption from, withholding by
reference to outstanding certificates or statements concerning
eligibility for a reduced rate of, or exemption from, withholding (e.g.,
IRS Form 1001 or IRS Form 4224) unless facts and circumstances indicate
that such reliance is not warranted. A foreign stockholder may be
eligible to obtain a refund of all or a portion of any tax withheld if
such stockholder meets the "complete redemption," "substantially
disproportionate" or "not essentially equivalent to a dividend" test
described in Section 12 of the Offer to Purchase or is otherwise able to
establish that no tax or a reduced amount of tax is due. Each foreign
stockholder is urged to consult its tax advisor regarding the
application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption and refund
procedures.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or
requests for assistance may be directed to the Company at its address
and telephone number on page 2. Requests for additional copies of the
Offer to Purchase, this Letter of Transmittal or other tender offer
materials may be directed to the Company, and such copies will be
furnished promptly at the Company's expense. Stockholders may also
contact their local broker, dealer, commercial bank or trust company for
documents relating to, or assistance concerning, the Offer.
12. IRREGULARITIES. All questions as to the number of Shares to be
accepted, the price to be paid therefore and the validity, form,
eligibility (including time of receipt) and acceptance for payment of
any tender of Shares will be determined by the Company, in its sole
discretion, which determination shall be final and binding on all
parties. The Company reserves the absolute right to reject any or all
tenders it determines not to be in proper form or the acceptance of or
payment for which may, in the opinion of the Company's counsel, be
unlawful. The Company also reserves the absolute right to waive any of
the conditions of the Offer and any defect or irregularity in the tender
of any particular Shares or any particular stockholder. No tender of
Shares will be deemed to be validly made until all defects or
irregularities have been cured or waived. Neither the Company nor any
other person is or will be obligated to give notice of any defects or
irregularities in tenders, and none of them will incur any liability for
failure to give any such notice.
13. ORDER OF PURCHASE IN EVENT OF PRORATION. Stockholders may designate
the order in which their Shares are to be purchased in the event of
proration. The order of purchase may have an effect on the United
States federal income tax classification of any gain or loss on the
Shares purchased. See Sections 1 and 12 of the Offer to Purchase.
14. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any stockholder
whose certificates have been mutilated, lost, stolen or destroyed should
contact the Company's transfer agent, UMB Bank, n.a. (the "Transfer
Agent"), at P.O. Box 410064, Kansas City, Missouri 64141-0064, for
further instructions as soon as possible. In the event of a mutilated,
lost, stolen or destroyed certificate, certain procedures will be
required to be completed before this Letter of Transmittal can be
processed. Because these procedures may take a substantial amount of
time to complete, notice of any mutilated, lost, stolen or destroyed
certificate should be provided to the Transfer Agent as soon as
possible.
Important: this Letter of Transmittal (or a facsimile thereof) together
with Share certificates or confirmation of book-entry transfer and all
other required documents must be received by the Company, prior to the
Expiration Date. Stockholders should complete and return the enclosed
substitute Form W-9 with their Letter of Transmittal.
9
<PAGE>
IMPORTANT TAX INFORMATION
------------------------------------------------------------------------
Under federal income tax law, a stockholder whose tendered Shares
are accepted for payment is required by law to provide the Company with
such stockholder's correct taxpayer identification number ("TIN") on
Substitute Form W-9 below. If the Company is not provided with the
correct TIN, the Internal Revenue Service (the "IRS") may subject the
stockholder or other payee to a penalty. In addition, payments that are
made to such stockholder or other payee with respect to Shares purchased
pursuant to the Offer may be subject to backup withholding.
Certain Stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding
and reporting requirements. For a foreign individual to qualify as an
exempt recipient, he/she mush submit a Form W-8, signed under penalty of
perjury, attesting to the individual's exempt status. A Form W-8 can be
obtained from the Company.
If backup withholding applies, the Company is required to withhold
31% of any such payments made the stockholder or other payee. Backup
withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of
tax withheld. If withholding results in an overpayment of taxes, the
Stockholder may obtain a refund.
Purpose of Substitute Form W-9
To prevent backup withholding on payment made to a stockholder or
other payee with respect to Shares purchased pursuant to the Offer, the
stockholder is required to notify the Company of the stockholder's
correct TIN by completing the form below, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such stockholder is
awaiting a TIN) and that:
(a) the IRS has not notified the stockholder that the stockholder
is subject to backup withholding as a result of failure to report all
interest or dividends; or
(b) the IRS has notified the stockholder that the stockholder is no
longer subject to backup withholding.
What Number to Provide to the Company
The stockholder is required to give the Company the TIN (either a
social security number or employer identification number) of the record
owner of the Shares. If the Shares are in more than one name or are not
in the name of the actual owner, the stockholder should consult his or
her tax advisor as to which number to report.
------------------------------------------------------------------------
TO BE COMPLETED BY ALL TENDERING REGISTERED HOLDERS OF SECURITIES
PAYOR'S NAME: NASB FINANCIAL, INC.
SUBSTITUTE REQUEST FOR TAXPAYER Give form to the
FORM W-9 IDENTIFICATION NUMBER requester. Do not
AND CERTIFICATION send to the IRS.
DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE
PART 1 TAXPAYER IDENTIFICATION NUMBER (TIN)
--------------------------------------------
Enter your TIN in the appropriate box. For individuals, this is
your social security number (SSN). However, if you are a resident alien
and you do not have and are not eligible to get a SSN, your TIN is your
IRS individual taxpayer identification number. For other entities, it
is your employer identification number (EIN). If you do not have a
number, see How to Get a TIN below.
10
<PAGE>
Social security number: - -
OR
Employer identification number: -
PART 2 - CERTIFICATION
----------------------
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification
number (or I am waiting for a number to be issued to me), AND
2. I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (c) the IRS
has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS. - You must cross out item 2 above if you
have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends
on your tax return. For real estate transactions, item 2 does not
apply. For mortgage interest paid, acquisition or abandonment of
secured property, cancellation of debt, contributions to an individual
retirement arrangement (IRA), and generally, payments other than
interest and dividends, you are not required to sign the Certification,
but you must provide your correct TIN.
SIGNATURE DATE
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How to Get a TIN:
If you do not have a TIN, apply for one immediately. To apply for
a SSN, get Form SS-5, Application for Social Security Card, from your
local Social Security Administration office. Get Form W-7, Application
for IRS Individual Taxpayer Identification Number, to apply for an ITIN
or Form SS-4, Application for Employer Identification Number, to apply
for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-
800-TAX-FORM (1-800-829-3676) or from the IRS's Internet Web Site at
www. irs.gov.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or
delivered and application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office or (2) I intend to mail or deliver an application
in the near future. I understand that if I do not provide a taxpayer
identification number by the time of payment, 31% of all reportable
payments due to me will be withheld, but will be refunded if I provide a
Taxpayer Identification Number within 60 days.
--------------------------- , 2000
Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE W-9 FORM MAY RESULT
IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THIS OFFER.
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ALL DOCUMENTS SHOULD BE MAILED TO THE COMPANY:
NASB FINANCIAL, INC.
12498 South 71 Highway
Grandview, MO 64030
Attn: Investor Relations Department
Telephone Number: (816) 765-2200
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