SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement
(Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of
1934)
NASB FINANCIAL, INC.
(Name of Subject Company (issuer))
NASB FINANCIAL, INC. (issuer and offeror)
(Name of Filing Person(s) (identifying status as offeror,
issuer or other person))
Common Stock, par value $0.15 per share
(Title of Class of Securities)
628968109
(CUSIP Number of Class of Securities)
Keith B. Cox
Vice President and Treasurer
NASB Financial, Inc.
12498 S. 71 Highway
Grandview, Missouri 64030
(816) 765-2200
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
COPY TO:
Joseph T. Porter, Jr.
Polsinelli, White, Vardeman & Shalton, P.C.
100 S. Fourth Street, Suite 1110
St. Louis, Missouri 63102
(314) 231-1950
CALCULATION OF FILING FEE
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*TRANSACTION VALUATION AMOUNT OF FILING FEE
----------------------------------------------------------------------
$4,843,750 $969.00
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* Calculated solely for purposes of determining the filing fee. Based
upon the purchase of 387,500 shares at the tender offer price per share
of $12.50.
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/ / Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid.
Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing: N/A
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
/ / Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
/ / third party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO (the "Statement")
relates to the tender offer by NASB Financial, Inc., a Missouri
corporation (the "Company"), to purchase up to 387,500 shares of its
common stock, par value $0.15 per share (the "Shares"), at a purchase
price of $12.50 per Share, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated June 5, 2000 (the "Offer to
Purchase") and the related Letter of Transmittal. Copies of the Offer
to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(i)
and (a)(1)(ii), respectively, to this Statement.
The information in the Offer to Purchase and Letter of Transmittal
is incorporated herein by reference in answer to Items 1 through 11 of
Schedule TO except as to those Items for which additional information is
specifically provided herein.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Except as set forth in the Offer to Purchase, neither the Company
nor any person controlling the Company nor, to the Company's knowledge,
any of its directors or executive officers, is a party to any contract,
arrangement, understanding or relationship with any other person with
respect to any securities of the Company (including, but not limited to,
any contract, arrangement, understanding or relationship concerning the
transfer or the voting of any such securities, joint ventures, loan or
option arrangements, puts or calls, guarantees of loans, guarantees
against loss or the giving or withholding of proxies, consents or
authorizations).
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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Except as disclosed in the Offer to Purchase, the Company currently
has no plans or proposals nor is the Company involved in any
negotiations that relate to or would result in (a) any extraordinary
transaction, such as a merger, reorganization or liquidation, involving
the Company or any of its subsidiaries; (b) any purchase, sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (c) any material change in the present dividend policy or
indebtedness or capitalization of the Company; (d) any change in the
present Board of Directors or management of the Company; (e) any other
material change in the Company's corporate structure or business; (f) a
class of equity securities of the Company being delisted from a national
securities exchange; (g) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; (h) the suspension of the Company's
obligation to file reports pursuant to Section 15(d) of the Exchange
Act; (i) the acquisition by any person of additional securities of the
Company or the disposition of securities of the Company; or (j) any
change in the Company's Certificate of Incorporation or By-laws or any
actions which may impede the acquisition of control of the Company by
any person.
ITEM 7. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
There are no material conditions to the Company's arrangements for
the financing for the tender offer and the financing has been obtained.
ITEM 11. ADDITIONAL INFORMATION.
(a)(1) Except as disclosed in the Offer to Purchase, there are no
present or proposed material agreements between the Company and any of
its executive officers, directors, controlling persons or subsidiaries.
(a)(5) The Company is not aware of any legal proceedings pending or
threatened, relating to the tender offer.
ITEM 12. EXHIBITS.
(a)(1) Form of Offer to Purchase dated June 5, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(4) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(5) Form of letter dated June 5, 2000 from the Chairman of the
Company's Board of Directors to stockholders of the Company.
(a)(6) Form of Press Release.
(b) Not applicable.
(d) Not applicable.
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(g) Not applicable.
(h) Not applicable.
SIGNATURE
After due 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.
NASB FINANCIAL, INC.
/s/ Keith B. Cox
Keith B. Cox
Vice President & Treasurer
Dated: June 5, 2000
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INDEX TO EXHIBITS
ITEM DESCRIPTION
(a)(1) Form of Offer to Purchase dated June 5, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(4) Form of Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(5) Form of letter dated June 5, 2000 from the Chairman
of the Company's Board of Directors to stockholders
of the Company.
(a)(6) Form of Press Release.
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