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)
(Amendment No. 1)
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.
/X/ 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: $969.00 Filing Party: Issuer
Form or Registration No.: 5-58543 Date Filed: June 5, 2000
/ / 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: / /
<PAGE>
NASB Financial, Inc. (the "Company") has amended its Offer to
Purchase dated June 5, 2000, (the "Offer to Purchase") (which is
incorporated in this Tender Offer Statement on Schedule TO, as amended,
by reference) as follows:
FORWARD-LOOKING STATEMENTS. The language contained in the Offer to
Purchase under the heading "Forward - Looking Statements" is amended
by deletion of the original language and substituting in its place the
following:
"Any forward-looking statements made in the Offer to Purchase are
not entitled to safe-harbor protection under the Securities Litigation
Reform Act."
THE OFFER - CERTAIN CONDITIONS OF THE OFFER. The first paragraph
in the section entitled "The Offer - Certain Conditions of the Offer"
is amended to read as follows:
"Notwithstanding any other provisions of the Offer, the Company
shall not be required to accept for payment, purchase or pay for any
Shares tendered, and may terminate or amend the Offer or may postpone
the acceptance for payment of, or the purchase of and the payment for
Shares tendered, subject to Rule 13e-4(f) promulgated under the Exchange
Act, if at any time on or after June 5, 2000, and at or before the
expiration of the Offer (except for those events dependent upon receipt
of necessary governmental approval) and prior to the time of payment for
any such Shares (whether any Shares have heretofore been accepted for
payment, purchased or paid for pursuant to Offer), any of the following
events shall have occurred (shall have been reasonably determined by the
Company to have occurred):"
The last paragraph in the section entitled "The Offer - Certain
Conditions of the Offer" is amended to read as follows:
"The foregoing conditions are for the Company's sole benefit and
may be asserted by the Company regardless of the circumstances giving
rise to any such condition (including any action or inaction by the
Company) or may be waived by the Company in whole or in part. The
Company's failure at any time to exercise any of the foregoing rights
shall not be deemed a waiver of any such right, and each such right
shall be deemed an ongoing right that may be asserted at any time and
from time to time up to the Expiration Date of the Offer, except for the
receipt of necessary governmental approvals which may be asserted at any
time prior to payment. In certain circumstances, if the Company waives
any of the foregoing conditions, it may be required to extend the
Expiration Date of the Offer. Any determination by the Company
concerning the events described above will be final and binding on all
parties."
SOURCE AND AMOUNT OF FUNDS. The section entitled "Source and
Amount of Funds" is amended to read as follows:
"Assuming the Company purchases 387,500 Shares pursuant to the
Offer at a price of $12.50 per Share, the total amount required by the
Company to purchase such Shares will be $4,843,750, exclusive of fees
and other expenses. The Company expects to fund the purchase of Shares
from cash on hand. The Company does not have an alternative financing
plan."
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this amended statement is
true, complete and correct.
NASB FINANCIAL, INC.
/s/ Keith B. Cox
Keith B. Cox
Vice President & Treasurer
Dated: July 5, 2000
