NASB FINANCIAL, INC.
OFFER TO PURCHASE FOR CASH
UP TO 387,500 SHARES OF ITS COMMON STOCK, PAR VALUE $0.15 PER SHARE
AT A PURCHASE PRICE OF $12.50 PER SHARE
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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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To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated June
5, 2000 (the "Offer to Purchase"), and the related Letter of
Transmittal (which, as amended from time to time, together constitute
the "Offer") setting forth an 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, net to the seller in cash, specified
by tendering stockholders, upon the terms and subject to the conditions
of the Offer. Also enclosed herewith is certain other material related
to the Offer, including a letter to stockholders from David H. Hancock,
Chairman of the Board of Directors of the Company.
WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. AS
SUCH, A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO
TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or
all of the Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer to Purchase and the
Letter of Transmittal.
Your attention is invited to the following:
1. Stockholders may tender Shares at a price of $12.50 net per
share.
2. The Offer is not conditioned upon any minimum number of Shares
being tendered, but up to 387,500 Shares may be purchased. The
Offer is, however, subject to certain other conditions set forth
in the Offer to Purchase.
3. 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. Your instructions to us should be forwarded
to us in ample time to permit us to submit a tender on your
behalf.
4. Tendering stockholders will not be obligated to pay brokerage
commissions, solicitation fees or (subject to Instruction 6 of
the Letter of Transmittal) stock transfer taxes on the purchase
of Shares by the Company pursuant to the Offer. However, backup
withholding at a 31% rate may be required (unless an exemption
is proved or unless the required tax identification information
is provided). See Instruction 9 to the Letter of Transmittal.
<PAGE>
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE
MAKING OF THE OFFER. HOWEVER, STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. NEITHER
THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY
STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
If you wish to have us tender any or all or your Shares, please so
instruct us by completing, executing and returning to us the attached
instruction form. An envelope to return your instructions is enclosed.
If you authorize us to tender your Shares, all such Shares will be
tendered unless otherwise specified. The enclosed Letter of Transmittal
is furnished to you for your information only and cannot be used to
tender Shares.
The Offer is being made to all holders of Shares. The Company is
not aware of any jurisdiction where the making of the Offer is not in
compliance with applicable law. If the Company becomes aware of any
jurisdiction where the making of the Offer is not in compliance with any
valid applicable law, the Company will make a good faith effort to
comply with such law. If, after such good faith effort, the Company
cannot comply with such law, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of Shares residing
in such jurisdiction.
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<PAGE>
INSTRUCTION FORM
WITH RESPECT TO OFFER TO PURCHASE FOR CASH
UP TO 387,500 SHARES OF COMMON STOCK OF
NASB FINANCIAL, INC.
The undersigned acknowledge(s) receipt of your letter and the
enclosed Offer to Purchase, dated June 5, 2000, and the related Letter
of Transmittal (which, as amended from time to time, together constitute
the "Offer") in connection with the Offer by NASB Financial, Inc. (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, net to the undersigned in cash, specified by the undersigned,
upon the terms and subject to the and conditions of the Offer.
This will instruct you to tender to the Company the number of
Shares indicated below (or, if no number is indicated below, all Shares)
that are held by you for the account of the undersigned, at the price
per Share indicated below, upon the terms and subject to the conditions
of the Offer.
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SHARES TENDERED
/ / By checking this box, all Shares held by us for your account will
be tendered. If fewer than all Shares are to be tendered, please check
the box below and indicate the aggregate number of Shares to be tendered
by us.
/ / Tender Shares.
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Unless otherwise indicated, it will be assumed that all Shares held by
us for your account are to be tendered.
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ODD LOTS
/ / By checking this box, the undersigned represent(s) that the
undersigned owned beneficially, as of the close of business on June 5,
2000 and continue(s) to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares and is tendering all of such Shares.
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SIGN HERE
Dated: , 2000 Signature(s)
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Print Name(s)
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Address
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Social Security or
Taxpayer ID No.:
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