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.
----------------------------------------------------------------------
NASB Financial, Inc., a Missouri corporation ("NASB" or the
"Company") hereby invites its stockholders to tender up to 387,500
shares of its common stock, par value $0.15 per share (such shares,
together with all other outstanding common stock of the Company, are
herein referred to as the "Shares"), at a price of $12.50 per Share,
net to the seller in cash, upon the terms and subject to the conditions
set forth herein and in the related Letter of Transmittal (which
together constitute the "Offer").
The Company will pay the Purchase Price for all Shares validly
tendered and not withdrawn prior to the Expiration Date (as later
defined), upon the terms and subject to the conditions of the Offer, the
procedure pursuant to which Shares will be accepted for payment, and the
proration provisions. Certificates representing Shares not purchased
because of proration will be returned at the Company's expense. NASB
reserves the right, in its sole discretion, to purchase more than
387,500 Shares pursuant to the Offer.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS.
SEE SECTIONS 6 AND 14.
The Shares are currently traded on the NASDAQ Over-the-Counter
market under the symbol, "NASB." On May 31, 2000, the closing bid
price per Share as reported on the NASDAQ Small Cap Market was $10.50
per share. Stockholders are urged to obtain current market quotations
for the Shares.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION
TO STOCKHOLDERS AT TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR
SHARES. EACH STOCKHOLDER MUST MAKE THE DECISION WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER. THE COMPANY HAS BEEN
ADVISED THAT AT LEAST ONE OF ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS
TO TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 11.
The Date of this Offer to Purchase is June 5, 2000.
<PAGE>
SUMMARY TERM SHEET
This term sheet is provided for your convenience. Please refer to
the full text of this Offer to Purchase for more specific details.
WHO IS OFFERING TO BUY MY SECURITIES?
NASB Financial, Inc. ("NASB") See Section 9 for more detailed
information.
WHAT IS THE CLASS AND AMOUNT OF SECURITIES SOUGHT IN THE OFFER?
NASB is offering to purchase 387,500 shares of our common stock, or
any lesser number of shares that stockholders properly tender in the
Offer. If more than 387,500 Shares are tendered, all Shares tendered
will be purchased on a pro rata basis, except for "odd lots" which
will be purchased on a priority basis. See Section 1 for a more
detailed discussion of the Offer.
HOW MUCH IS NASB OFFERING TO PAY FOR MY SECURITIES AND WHAT IS THE FORM
OF PAYMENT?
NASB is offering to purchase the Shares for a purchase price of
$12.50 per Share.
Stockholders whose shares are purchased in the Offer will be paid
the purchase price, in cash, as soon as practicable after the expiration
of the Offer period. Under no circumstances will NASB pay interest on
the purchase price, including but not limited to, by reason of any delay
in making payment. See Section 1 for a more detailed discussion of the
purchase price.
DOES NASB HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?
Yes. See Section 10 for a discussion of the source and amount of
funds for the transaction.
HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?
You have until 5:00 P.M. on July 5, 2000. See Section 1 for a more
detailed discussion of the expiration of the Offer.
CAN THE OFFER BE EXTENDED, AMENDED OR TERMINATED, AND UNDER WHAT
CIRCUMSTANCES?
NASB can extend or amend the Offer in its sole discretion. If it
extends the Offer, NASB may delay the acceptance of any Shares that have
been tendered. See Section 14 for a more detailed discussion of
extension and amendment of the Offer.
NASB can terminate the Offer under certain circumstances. See
Section 6 for a description of the circumstances.
HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?
NASB will issue a press release to the Business Wire News Service.
NASB may also communicate the extension of the Offer through other
means. See Section 14 for a more detailed discussion of the notification
procedure.
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ARE THERE ANY CONDITIONS TO THE OFFER?
The Offer is not subject to a condition that a minimum number of
Shares are tendered.
NASB's obligation to accept for payment, purchase or pay for any
Shares tendered depends upon a number of conditions, including:
NASB concluding that its purchase of Shares is not reasonably
likely to result in its shares being held of record by fewer than 300
persons or its Shares not being quoted on the NASDAQ.
No significant decrease in the price of equity securities
generally, or any adverse changes in the U.S. stock markets or credit
markets, shall have occurred during the Offer.
No legal action shall have been threatened, or be pending or taken,
that might adversely affect the Offer.
No material change in the business, condition (financial or
otherwise), income, operations or prospects of NASB shall have occurred
during the Offer.
The Offer is subject to other conditions. See Section 6 for a more
detailed discussion of conditions of the Offer.
HOW DO I TENDER MY SHARES?
If the Share certificates are registered in your name, you should
send the Share certificates together with a properly completed Letter of
Transmittal to NASB at the address on the Letter of Transmittal.
If your Shares are registered in the name of a broker or other
nominee, you should instruct your broker or other nominee to tender the
shares on your behalf. Your broker or other nominee will execute a
Letter of Transmittal on your behalf.
Under some conditions, you may need to obtain a signature guarantee
or provide other documentation. See Section 3 for a more detailed
discussion of the procedure for tendering Shares, including instructions
regarding book-entry transfer.
IN WHAT ORDER WILL TENDERED SHARES BE PURCHASED? WILL TENDERED SHARES
BE PRORATED?
FIRST, NASB will purchase Shares from all holders of "odd lots"
of less than 100 Shares who properly tender all of their Shares; and
SECOND, after purchasing all Shares from the "odd lot holders,"
NASB will then purchase Shares from all other stockholders who properly
tender Shares, on a pro rata basis.
Consequently, all of the Shares that you tender in the Offer may
not be purchased even if they are tendered.
See Section 1 for a more detailed discussion of proration.
ii
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UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES?
You can withdraw Shares previously tendered until 5:00 P.M.,
Central Time on July 5, 2000. If the Offer is extended beyond that time,
you may withdraw your tendered Shares at any time until the expiration
of the Offer.
In addition, if NASB has not yet accepted your Shares for payment,
you may withdraw Shares you previously tendered after the expiration of
40 business days from the commencement of the Offer. See Section 4 for
a more detailed discussion of withdrawal rights.
HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?
You must send a notice containing your name, the number of Shares
tendered, the number of Shares you wish to withdraw and the name of the
registered holder to NASB and NASB must receive the notice before the
time to withdraw Shares has expired.
If you delivered or otherwise identified the certificates to NASB,
you will need to provide the serial numbers on those certificates and
your signature on your withdrawal notice must be guaranteed by an
eligible institution, which means a bank, broker, dealer or other firm
or entity that is a member in good standing of the Securities Transfer
Agents Medallion Program.
If your Shares were to be tendered by book-entry transfer, the
notice must identify the relevant account number. See Section 3 for a
more detailed discussion of withdrawal procedures.
IS THIS THE FIRST STEP IN A GOING-PRIVATE TRANSACTION?
No.
IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?
You will increase your percentage ownership interest in NASB.
You will increase your percentage interest in our future earnings.
See Section 8 for a more detailed discussion of the effects of the
Offer.
WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?
As of May 31, 2000, the closing price per Share of NASB common
stock, as reported on the NASDAQ Small Cap Market was $10.63. See
Section 7 for a more detailed discussion of the Share price.
DO NASB INSIDERS OR AFFILIATES HAVE ANY MATERIAL INTEREST IN THE
TRANSACTION?
NASB has been advised that at least one director and executive
officer intends to tender their Shares in connection with the Offer.
In any event, the percentage of Shares owned by executive officers
and directors of NASB will increase after the Offer has been completed.
Assuming 387,500 Shares are tendered and purchased by NASB, and the
direction and execution officer who intends to tender up to 9,500 Shares
tenders all of such shares pursuant to the Offer, our executive
officers' and directors' aggregate percentage ownership of our
outstanding common stock will
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increase from 52.4% to 54.7%. See Section 11 for a more detailed
discussion of the interests of our executive officers and directors.
DOES NASB RECOMMEND THAT I TENDER IN THE OFFER?
The Board of Directors has approved the Offer, but is not making
any recommendation whether stockholders should tender.
WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?
If you have questions about the tender offer, you should contact
the Company's Investor Relations Department at (816) 765-2200 or consult
your personal broker, dealer or advisor.
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TABLE OF CONTENTS
SECTION PAGE
SUMMARY TERM SHEET i
FORWARD-LOOKING STATEMENTS vi
IMPORTANT INFORMATION vi
INTRODUCTION 1
THE OFFER 2
1. NUMBER OF SHARES; PRORATION 2
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES 3
3. PROCEDURES FOR TENDERING SHARES 3
4. WITHDRAWAL RIGHTS 5
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE 6
6. CERTAIN CONDITIONS OF THE OFFER 6
7. PRICE RANGE OF SHARES; DIVIDENDS 8
8. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER 9
9. CERTAIN INFORMATION CONCERNING THE COMPANY 10
10. SOURCE AND AMOUNT OF FUNDS 10
11. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS;
TRANSACTIONS AND ARRANGEMENTS CONCERNING SHARES 11
12. CERTAIN FEDERAL INCOME TAX CONSEQUENCES 14
13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS 17
14. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS 17
15. FEES AND EXPENSES 18
16. ADDITIONAL INFORMATION 18
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR
REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT
AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THE OFFER ON BEHALF OF THE COMPANY
OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF
TRANSMITTAL. DO NOT RELY ON ANY SUCH RECOMMENDATION OR ANY SUCH
INFORMATION OR REPRESENTATION, IF GIVEN OR MADE, AS HAVING BEEN
AUTHORIZED BY THE COMPANY.
v
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FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the "Act")
provides a safe harbor for forward-looking statements made by or on
behalf of the Company. All statements that express expectations,
estimates, forecasts or projections are forward-looking statements
within the meaning of the Act. In addition, other written or oral
statements which constitute forward-looking statements may be made by or
on behalf of the Company. Words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates,"
"projects," "forecasts," "may," "should," and variations of such
words and similar expressions, are intended to identify such forward-
looking statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions
which are difficult to predict. Therefore, actual outcomes and results
may differ materially from what is expressed or forecasted in or
suggested by such forward-looking statements. The Company undertakes no
obligation to update publicly any forward-looking statements, whether as
a result of new information, future events or otherwise.
Forward-looking statements have been made in this Offer to
Purchase, including in Section 8, Purpose of the Offer; Certain Effects
of the Offer. Such statements are based on beliefs of the Company's
management as well as assumptions made by and information currently
available to management.
A wide range of factors could materially affect future developments
and performance of the Company, including the following: (i) the level
of demand for land in the markets in which the Company sells land; (ii)
the possibility of changes in the magazine distribution system for
magazines which the Company distributes; (iii) possible future
litigation and governmental proceedings; (iv) the availability of
financing and financial resources in the amounts, at the times and on
the terms required to support the Company's future business, including
possible acquisitions; (v) the failure to carry out marketing and sales
plans; (vi) the failure to successfully integrate acquired business, if
any, into the Company without substantial costs, delays or other
operational or financial problems; and (vii) economic and business
conditions, including general economic and business conditions, that are
less favorable than expected.
The foregoing list of factors that may affect future performance
and the accuracy of forward-looking statements is illustrative, but by
no means exhaustive. Accordingly, all forward-looking statements should
be evaluated with the understanding of their inherent uncertainty.
IMPORTANT INFORMATION
Any stockholders desiring to tender all or any portion of such
stockholders' Shares should either (i) complete and sign the Letter of
Transmittal or a facsimile thereof in accordance with the instructions
in the Letter of Transmittal, mail or deliver it with any required
signature guarantee and any other required documents, and either mail or
deliver the stock certificates for such Shares to NASB (with all such
other documents) or follow the procedure for book-entry delivery set
forth in Section 3, or (ii) request such stockholders' broker, dealer,
commercial bank, trust company or other nominee to effect the
transaction for such stockholders. Stockholders having Shares registered
in the name of a broker, dealer, commercial bank, trust company or other
nominee must contact that broker, dealer, commercial bank, trust company
or other nominee if such stockholders desire to tender such Shares.
TO EFFECT A VALID TENDER OF THEIR SHARES, STOCKHOLDERS MUST VALIDLY
COMPLETE THE LETTER OF TRANSMITTAL, INCLUDING THE SECTION RELATING TO
THE PRICE AT WHICH THEY ARE TENDERING SHARES. QUESTIONS AND REQUESTS
FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THIS OFFER TO PURCHASE, THE
LETTER OF TRANSMITTAL MAY BE DIRECTED TO NASB AT ITS ADDRESS AND
TELEPHONE NUMBER SET FORTH ON THE LAST PAGE OF THIS OFFER TO PURCHASE.
vi
<PAGE>
INTRODUCTION
NASB Financial, Inc., a Missouri corporation ("NASB" or the
"Company"), invites its stockholders to tender shares of its common
stock, par value $0.15 per share (the "Shares"), to the Company at a
price of $12.50 per Share, upon the terms and subject to the conditions
set forth herein and in the related Letter of Transmittal (which
together, as amended from time to time, constitute the "Offer").
The Company will, upon the terms and subject to the conditions of
the Offer, purchase 387,500 Shares (or such lesser number of Shares as
are validly tendered and not withdrawn) pursuant to the Offer. The
Company will purchase at the Purchase Price, all Shares validly tendered
and not withdrawn on or prior to the Expiration Date (as later defined),
upon the terms and subject to the conditions of the Offer, including the
provisions relating to proration described below. The Purchase Price
will be paid in cash, net to seller, without interest thereon, with
respect to all Shares purchased. Certificates representing Shares not
purchased because of proration will be returned at the Company's
expense.
THIS OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES
BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER
CONDITIONS. SEE SECTION 6.
Subject to the conditions of the Offer, if 387,500 or fewer Shares
of common stock are validly tendered and not withdrawn prior to the
Expiration Date, the Company will purchase all Shares so tendered. If
more than 387,500 Shares have been validly tendered and not withdrawn on
or prior to the Expiration Date, the Company will purchase Shares first
from stockholders who owned beneficially, as of the close of business on
June 5, 2000 and continue to own beneficially as of the Expiration Date,
an aggregate of fewer than 100 Shares who properly tender all their
Shares, and then on a pro rata basis from all other stockholders who
validly tender Shares. Tendering stockholders will not be obligated to
pay brokerage commissions, solicitation fees or, subject to the Letter
of Transmittal, stock transfer taxes on Shares tendered to the Company.
ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE AND SIGN
THE SUBSTITUTE FORM W-9 THAT IS INCLUDED IN THE LETTER OF TRANSMITTAL
MAY BE SUBJECT TO UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING
EQUAL TO 31% OF THE GROSS PROCEEDS PAYABLE TO SUCH STOCKHOLDER OR OTHER
PAYEE PURSUANT TO THE OFFER. See Sections 3 and 12.
The Board of Directors of the Company has approved the Offer.
However, neither the Company nor its Board of Directors makes any
recommendation to stockholders as to whether to tender any or all
Shares. Each stockholder must make his or her own decision as to
whether to tender Shares and, if so, how many Shares to tender. The
Company has been advised that one of its directors and executive
officers intends to tender Shares pursuant to the Offer. See Section
11.
The Company is making the Offer because (ii) its Board of Directors
believes that, given the Company's businesses, assets and prospects, the
purchase of the Shares pursuant to the Offer is an attractive investment
that will benefit the Company and its remaining stockholders, and (ii)
it gives stockholders an opportunity to sell their Shares at a price
greater than the prevailing market price of the Shares immediately prior
to the announcement of the Offer without the usual costs associated with
a market sale. After the Offer is completed, the Company expects to
have sufficient cash flow and access to other sources of capital to fund
its business, including its growth plans.
As of close of business on May 31, 2000, there were 9,017,514
Shares outstanding. The 387,500 Shares that the Company is offering to
purchase pursuant to the Offer represent approximately 4.3% of the
Shares then outstanding.
<PAGE>
The Shares are listed and principally traded on the NASDAQ Over-
the-Counter market under the symbol, "NASB." On May 31, 2000, the
closing bid price per Share as reported on the NASDAQ Small Cap Market
was $10.50 per share. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET
QUOTATIONS FOR THE SHARES.
THE OFFER
1. NUMBER OF SHARES; PRORATION
Upon the terms and subject to the conditions of the Offer, the
Company will purchase 387,500 Shares or such lesser number of Shares
that are validly tendered (and not withdrawn in accordance with Section
4) prior to the Expiration Date (as defined below) at a price of $12.50
per share. The term "Expiration Date" means 5:00 p.m., Central Time,
on Wednesday, July 5, 2000, unless and until the Company, in its sole
discretion, shall have extended the period of time during which the
Offer will remain open, in which event the term "Expiration Date"
shall refer to the latest time and date at which the Offer, as so
extended by the Company, shall expire. See Section 13 for a description
of the Company's right to extend, delay, terminate or amend the Offer.
The Company reserves the right, in its sole discretion, to purchase more
than 387,500 Shares pursuant to the Offer. In accordance with
applicable regulations of the Securities and Exchange Commission (the
"Commission"), the Company may purchase pursuant to the Offer an
additional amount of Shares not to exceed 2% of the outstanding Shares
without amending or extending the Offer. If the Offer is oversubscribed
as described below, Shares tendered prior to the Expiration Date will be
eligible for proration, except for Odd Lots as explained below. The
proration period also expires on the Expiration Date.
The Company will pay the Purchase Price for all Shares validly
tendered prior to the Expiration Date, upon the terms and subject to the
conditions of the Offer, the procedure pursuant to which Shares will be
accepted for payment, and the proration provisions. All Shares tendered
and not purchased pursuant to the Offer, including Shares not purchased
because of proration, will be returned to the tendering stockholders at
the Company's expense as promptly as practicable following the
Expiration Date. The Company reserves the right, in its sole
discretion, to purchase more than 387,500 Shares pursuant to the Offer,
but does not currently plan to do so.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED IN THE OFFER. HOWEVER, THE OFFER IS SUBJECT TO CERTAIN OTHER
CONDITIONS. SEE SECTION 6.
Priority. Subject to the conditions of the Offer, if 387,500 or
fewer Shares of common stock are duly tendered prior to the Expiration
Date, and not withdrawn, the Company will purchase all Shares so
tendered. If more than 387,500 Shares have been validly tendered and
not withdrawn on or prior to the Expiration Date, the Company will
purchase Shares in the following order of priority:
(a) all Shares validly tendered and not withdrawn on or prior to
the Expiration Date by or on behalf of any stockholder who owned
beneficially, as of June 5, 2000 and continues to own beneficially as of
the Expiration Date, an aggregate of fewer than 100 Shares and who
tenders all of such Shares (partial tenders will not qualify for this
preference) and completes the box captioned "Odd Lot" in the Letter of
Transmittal; and
(b) after purchase of all of the foregoing Shares, all other
Shares validly tendered and not withdrawn on or prior to the Expiration
Date on a pro rata basis, if necessary (with appropriate adjustments to
avoid purchases of fractional Shares).
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If proration of tendered Shares is required, because of the
difficulty in determining the number of Shares validly tendered and as a
result of the "odd lot" procedure described above, the Company does
not expect that it would be able to announce the final proration factor
or to commence payment for any Shares purchased pursuant to the Offer
until approximately seven trading days after the Expiration Date.
Preliminary results of proration will be announced by press release as
promptly as practicable after the Expiration Date. Holders of Shares
may also be able to obtain such information from their brokers.
The Company expressly reserves the right, in its sole discretion,
at any time or from time to time, to extend the period of time during
which the Offer is open by making a public announcement thereof. See
Section 14. However, there can be no assurance that the Company will
exercise it right to extend the Offer.
For purposes of the Offer, a "business day" means any day other
than a Saturday, Sunday, or federal holiday and consists of the time
period from 12:01 a.m. through 12:00 midnight, Central Time.
Copies of this Offer to Purchase and the related Letter of
Transmittal are being mailed to stockholders of record and will be
furnished to brokers, banks and similar persons whose names, or the
names of whose nominees, appear on the Company's stockholder list or, if
applicable, who are listed as participants in a clearing agency's
security position listing for subsequent transmittal to beneficial
owners of Shares.
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES
All Shares tendered for purchase by persons who beneficially held
fewer than 100 Shares of common stock on June 5, 2000, and who properly
tendered all their Shares prior to the Expiration Date, will be accepted
before proration, if any, of the purchase of other tendered Shares, but
only if the Shares so tendered do not exceed the maximum number of
Shares to be purchased (See Section 1.) Partial tenders will not
qualify for this preference, and it is not available to holders who
beneficially own 100 or more Shares on June 5, 2000, or the Expiration
Date even if such holders have separate stock certificates for fewer
than 100 Shares. Any stockholder wishing to tender all of his or her
Shares pursuant to this Section should complete the box captioned "Odd
Lots" on the Letter of Transmittal.
3. PROCEDURE FOR TENDERING SHARES
To properly tender Shares pursuant to the Offer, certificates for
such Shares, together with a properly completed and duly executed Letter
of Transmittal or facsimile thereof, together with any required
signature guarantees and any other documents required by the Letter of
Transmittal, must be received by the Company prior to the Expiration
Date at the appropriate address set forth in the Letter of Transmittal.
Also, either (i) the certificates for the Shares to be tendered must be
received by the Company at such address, or (ii) such Shares must be
delivered pursuant to the procedures for book-entry transfer described
below (and a confirmation of such delivery received by the Company).
Odd Lot holders who tender all such Shares must complete the box
captioned "Odd Lots" on the Letter of Transmittal in order to qualify
for the preferential treatment available to Odd Lot holders as described
in Section 2.
The Company will establish an account with respect to the Shares at
Depository Trust Company ("DTC"), referred to herein as the "Book-
Transfer Facility," for purposes of the Offer. Any financial
institution, broker, or dealer that is a participant in the system of
Book-Entry Transfer Facility may make delivery of Shares by causing such
transfer of Shares into the Company's account at DTC in accordance with
their procedures for book-entry transfer. Although the delivery of
Shares may be effected through book-entry transfer, a properly executed
Letter of Transmittal or facsimile thereof, or an Agent's message
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(as defined below), together with any required signature guarantees and
any other required documents must, in any case, be transmitted to and
received by the Company at its address set forth in this Offer on or
prior to the Expiration Date. Delivery of required documents to the
Book-Entry Transfer Facility in accordance with its procedures does not
constitute delivery to the Company and will not constitute a valid
tender of Shares.
The term "Agents Message" means a message transmitted by the
Book-Entry Transfer Facility to, and received by, the Company and
forming a part of book-entry confirmation, which states that the Book-
Entry Transfer Facility has received an express acknowledgment from the
participant in the Book-Entry Transfer Facility tendering the Shares,
that such participant has received and agrees to be bound by the terms
of the Letter of Transmittal and that the Company may enforce such
agreement against the participant.
Except as otherwise provided below, all signatures on a Letter of
Transmittal must be guaranteed by a firm that is a member of a
registered national securities exchange or the National Association of
Securities Dealers, Inc., or by a commercial bank or trust company
having an office or correspondent in the United States which is a
participant in an approved Signature Guarantee Medallion Program (each
of the foregoing being referred to as an "Eligible Institution").
Signatures on a Letter of Transmittal need not be guaranteed if (a) the
Letter of Transmittal is signed by the registered holder of the Shares
tendered therewith and such holder has not completed the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal or (b) such Shares are
tendered for the account of an Eligible Institution. See instructions 1
and 7 of the Letter of Transmittal.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS
IS AT THE OPTION AND RISK OF THE STOCKHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE
TIMELY DELIVERY
TO AVOID FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO 31% OF THE
GROSS PAYMENTS MADE PURSUANT TO THE OFFER, EACH STOCKHOLDER MUST NOTIFY
THE COMPANY OF SUCH STOCKHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER
AND PROVIDE CERTAIN OTHER INFORMATION BY PROPERLY COMPLETING THE
SUBSTITUTE W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. STOCKHOLDERS
OTHER THAN `U.S. HOLDERS' (AS DEFINED IN SECTION 12) MAY BE REQUIRED TO
SUBMIT A PROPERLY COMPLETED IRS FORM W-8, CERTIFYING NON-UNITED STATES
STATUS, IN ORDER TO AVOID BACKUP WITHHOLDING. IN ADDITION, STOCKHOLDERS
OTHER THAN `U.S. HOLDERS' (AS DEFINED IN SECTION 12) MAY BE SUBJECT TO A
30% (OR LOWER TREATY RATE) WITHHOLDING ON GROSS PAYMENTS RECEIVED
PURSUANT TO THE OFFER. FOR A DISCUSSION OF THE MATERIAL FEDERAL INCOME
TAX CONSEQUENCES TO TENDERING STOCKHOLDERS, SEE SECTION 12. EACH
STOCKHOLDER IS URGED TO CONSULT WITH HIS OR HER OWN TAX ADVISOR
REGARDING SUCH STOCKHOLDER'S QUALIFICATION FOR EXEMPTION FROM BACKUP
WITHHOLDING AND THE PROCEDURES FOR OBTAINING ANY APPLICABLE EXEMPTION.
It is a violation of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), for a person to
tender Shares for his or her own account unless the person so tendering
(i) has a net long position equal to or greater than the amount of (a)
Shares tendered or (b) other securities immediately convertible into,
exercisable, or exchangeable for the amount of Shares tendered and will
acquire such Shares for tender by conversion, exercise or exchange of
such other securities and
4
<PAGE>
(ii) will cause such Shares to be delivered in accordance with the terms
of the Offer. Rule 14e-4 provides a similar restriction applicable to
the tender or guarantee of a tender on behalf of another person. The
tender of Shares pursuant to any one of the procedures described above
will constitute the tendering stockholder's representation and warranty
that (i) such stockholder has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Exchange
Act, and (ii) the tender of such Shares complies with Rule 14e-4. The
Company's acceptance for payment of Shares tendered pursuant to the
Offer will constitute a binding agreement between the tendering
stockholder and the Company upon the terms and subject to the conditions
of the Offer.
All questions as to the form of documents and the validity,
eligibility (including time of receipt) and acceptance for payment of
any tender of Shares will be determined by the Company, in its sole
discretion, and its determination shall be final and binding. The
Company reserves the absolute right to reject any or all tenders of
Shares that it determines are not in proper form or the acceptance for
payment of or payment for Shares that may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute
right to waive any defect or irregularity in any tender of Shares.
Neither the Company nor any other person will be under any duty to give
notice of any defect or irregularity in tenders, nor shall any of them
incur any liability for failure to give any such notice.
4. WITHDRAWAL RIGHTS
Except as otherwise provided in this Section 4, tenders of Shares
made pursuant to the Offer are irrevocable. Shares tendered pursuant to
the Offer may be withdrawn at any time prior to the Expiration Date and,
unless accepted for payment by the Company as provided in this Offer to
Purchase, may also be withdrawn after the expiration of 40 business days
from the commencement of the Tender Offer. If the Company extends the
period of time during which the Tender Offer is open, is delayed in
accepting for payment or paying for Shares or is unable to accept for
payment or pay for Shares pursuant to the Offer for any reason, then,
without prejudice to the Company's rights under the Offer, the Company
may retain all shares of common stock tendered, and such Shares may not
be withdrawn except as otherwise provided herein, subject to Rule 13e-
4(f)(5) under the Exchange Act, which provides that the issuer making
the tender offer shall either pay the consideration offered or return
the tendered securities promptly after the termination or withdrawal of
the tender offer.
To be effective, a written or facsimile transmission notice of
withdrawal must be received in a timely manner by the Company at the
appropriate address set forth in the Letter of Transmittal. Any notice
of withdrawal must specify the name of the tendering stockholder, the
name of the registered holder(s) (if different from that of the person
tendering the Shares), the number of Shares tendered, and the number of
Shares to be withdrawn. If the certificates for Shares to be withdrawn
have been delivered or otherwise identified to the Company, then, prior
to the release of such certificates, the tendering stockholder must also
submit the serial numbers shown on the particular certificates to be
withdrawn and the signature on the notice of withdrawal with signatures
guaranteed by an Eligible Institution (except in the case of Shares
tendered by an Eligible Institution) must be submitted prior to the
release of such Shares. If the Shares were tendered by book-entry
transfer, the withdrawal notice must also include the name and number of
the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Shares.
Withdrawals may not be rescinded, and Shares withdrawn will
thereafter be deemed not validly tendered for purposes of the Offer.
However, withdrawn Shares may be re-tendered by again following all the
procedures described in Section 3 at any time prior to the Expiration
Date.
All questions as to the form and validity (including the time of
receipt) of notices of withdrawal will be determined by the Company, in
its sole discretion, and its determination shall be final and binding on
all parties. Neither the Company nor any other person will be under any
obligation to give notification
5
<PAGE>
of any defect or irregularity in any notice of withdrawal or incur any
liability for failure to give any such notification.
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE
Upon the terms and subject to the conditions of the Offer and as
promptly as practicable after the Expiration Date, the Company will
accept for payment and pay for (and thereby purchase) Shares validly
tendered and not withdrawn prior to the Expiration Date. Thereafter,
payment for all Shares validly tendered on or prior to the Expiration
Date and accepted for payment pursuant to the Offer will be made by
check as promptly as practicable. In all cases, payment for Shares
accepted for payment pursuant to the Offer will be made only after
timely receipt by the Company of certificate(s) for Shares (or of
confirmation of a book-entry transfer of such Shares into the Company's
account), a properly completed and duly executed letter of Transmittal
or facsimile thereof, and any other required documents.
The Company will pay for Shares that it has purchased pursuant to
the Offer by mailing checks to stockholders who have validly tendered
Shares and whose Shares are accepted for purchase (subject to
proration). Payment for Shares tendered by book-entry transfer will be
paid to stockholders via the Book-Entry Transfer Facility. The Company
will act as its own payment agent for Shares tendered pursuant to the
Offer. Under no circumstances will interest be paid on amounts to be
paid to tendering stockholders, regardless of any delay in making such
payment.
Certificates for any Shares not purchased will be returned (or in
the case of Shares tendered by book-entry transfer, such Shares will be
credited to an account maintained with the Book-Entry Transfer
Facility) as promptly as practicable without expense to the tendering
stockholder.
Payment for Shares may be delayed in the event of difficulty in
determining the number of Shares properly tendered or if proration is
required. See Section 1. In addition, if certain events occur, the
Company may not be obligated to purchase Shares pursuant to the Offer.
See Section 6.
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. However, if 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, or if
tendered Shares are registered in the name of any person other than the
person signing the Letter of Transmittal, the amount of any stock
transfer taxes (whether imposed on the registered holder, 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.
6. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision 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 prior to the time of payment
for any such Shares (whether any Shares have theretofore been accepted
for payment, purchased or paid for pursuant to the Offer) any of the
following events shall have occurred (or shall have been determined by
the Company to have occurred) that, in the Company's judgment in any
such case and regardless of the circumstances giving rise thereto
(including any action or omission to act by the Company), makes it
inadvisable to proceed with the Offer or with such acceptance for
payment or payment:
6
<PAGE>
(a) the acceptance for payment of Shares by the Company would be
reasonably likely to result in (i) Shares being held of record by less
than 300 persons, or (ii) the Shares not being quoted on the NASDAQ
Small Cap Market; or
(b) there shall have been threatened, instituted or be pending before
any court, agency, authority or other tribunal any action, suit or
proceeding by any government or governmental, regulatory or
administrative agency or authority or by any other person, domestic or
foreign, or any judgment, order or injunction entered, enforced or
deemed applicable by any such court, agency, authority, or tribunal,
which (i) challenges or seeks to make illegal, or to delay or otherwise
directly or indirectly to restrain, prohibit or otherwise affect the
making of the Offer, the acquisition of Shares pursuant to the Offer or
is otherwise related in any manner to, or otherwise affects, the Offer;
or (ii) could, in the sole judgment of the Company, materially affect
the business, condition (financial or other), income, operations or
prospects of the Company and its subsidiaries, taken as a whole, or
otherwise materially impair in any way the contemplated future conduct
of the business of the Company and its subsidiaries, taken as a whole,
or materially impair the Offer's contemplated benefits to the Company;
or
(c) there shall have been any action threatened or taken, or any
approval withheld, or any statute, rule or regulation invoked, proposed,
sought, promulgated, enacted, entered, amended, enforced or deemed to be
applicable to the Offer or the Company or any of its subsidiaries, by
any government or governmental, regulatory or administrative authority
or agency or tribunal, domestic or foreign, which, in the sole judgment
of the Company, would or might directly or indirectly result in any of
the consequences referred to in clause (i) or (ii) of paragraph
(b) above; or
(d) there shall have occurred (i) the declaration of any banking
moratorium or any suspension of payments in respect of banks in the
United States (whether or not mandatory); (ii) any general suspension of
trading in, or limitation on prices for, securities on any United States
national securities exchange or in the over-the-counter market;
(iii) the commencement of a war, armed hostilities or any other national
or international crisis directly or indirectly involving the United
States; (iv) any limitation (whether or not mandatory) by any
governmental, regulatory or administrative agency or authority on, or
any event which, in the sole judgment of the Company might materially
affect, the extension of credit by banks or other lending institutions
in the United States; (v) any significant decrease in the market price
of the Shares or in the market prices of equity securities generally in
the United States or any change in the general political, market,
economic or financial conditions in the United States or abroad that
could have in the sole judgment of the Company a material adverse effect
on the business, condition (financial or otherwise), income, operations
or prospects of the Company and its subsidiaries, taken as a whole, or
on trading in the Shares; (vi) in the case of any of the foregoing
existing at the time of the announcement of the Offer, a material
acceleration or worsening thereof; or (vii) any decline in either the
Dow Jones Industrial Average or the S&P 500 Composite Index by an amount
in excess of 10% measured from the close of business on June 2, 2000; or
(e) any change shall occur or be threatened in the business, condition
(financial or other), income, operations or prospects of the Company and
its subsidiaries, taken as a whole, which in the sole judgment of the
Company is or may be material to the Company and its subsidiaries, taken
as a whole; or
(f) any person or group shall have filed a Notification and Report Form
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
reflecting an intent to acquire the Company or any of its Shares.
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
7
<PAGE>
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. 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 and any related judgment or decision by the
Company regarding the inadvisability of proceeding with the purchase of
or payment for any Shares tendered will be final and binding on all
parties.
7. PRICE RANGE OF SHARES; DIVIDENDS
The Shares are currently traded on the NASDAQ Over-the-Counter
market under the symbol, "NASB." The following table sets forth, for
the period indicated, the high and low sales prices of the Company's
common stock as reported by the NASDAQ Small Cap Market and the per
share dividends declared on common stock for each of those quarters.
The following quotations have been adjusted to reflect a four-for-one
stock split on March 5, 1999.
Stock Prices
--------------------- Dividends
High Low Per Share
------------------------------------------
Fiscal 1997:
1st Quarter $ 8.56 $ 7.69 $ 0.0396
2nd Quarter 9.88 8.47 0.05
3rd Quarter 11.94 9.50 0.05
4th Quarter 13.75 12.13 0.05
Fiscal 1998:
1st Quarter 14.00 12.44 0.05
2nd Quarter 17.75 12.52 0.0625
3rd Quarter 16.50 14.50 0.0625
4th Quarter 15.31 13.50 0.0625
Fiscal 1999:
1st Quarter 14.50 11.00 0.0625
2nd Quarter 23.13 13.09 0.08
3rd Quarter 14.19 12.75 0.08
4th Quarter 14.63 10.00 0.08
Fiscal 2000:
1st Quarter 12.00 10.06 0.08
2nd Quarter 11.75 9.38 0.10
3rd Quarter
(through May 31,
2000) 11.38 9.75 0.10
As of May 31, 2000, the closing bid price as reported on the NASDAQ
Small Cap Market was $10.50 per Share. STOCKHOLDERS ARE URGED TO OBTAIN
CURRENT QUOTATIONS OF THE MARKET PRICE OF THE SHARES.
At its meeting on April 24, 2000, the Board of Directors of the
Company, declared a cash dividend on common stock of $0.10 per share,
payable on May 26, 2000, to stockholders of record May 5, 2000. Since
the Expiration Date will occur after May 26, 2000, holders of record on
May 5, 2000, of Shares tendered in the Offer will be entitled to receive
such dividend to be paid to stockholders of record as of such date
regardless of whether such Shares are tendered pursuant to the Offer.
8
<PAGE>
8. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
Management believes that the purchase of its Shares of common stock
is an attractive use of the Company's available capital and could result
in an investment return that exceeds the available alternatives. The
Company has no current plans to retire the Shares of common stock, but
plans to retain the Shares in its treasury stock account as authorized
but unissued Shares. Although the Board of Directors has no current
plans for the future re-issuance of these shares, they could be used
without further stockholder action for purposes including, but not
limited to, acquisition opportunities, raising capital for use in the
Company's business, or other general corporate purposes. The Company
believes that its sources of capital are adequate to complete the
repurchase of common stock and to pursue its normal business
opportunities.
The Company has previously purchased Shares of its stock from time
to time on the open market. As with previous purchases, the effect of
this Offer is to increase the Company's return on equity by reducing the
amount of equity outstanding. Based on the current market price of its
common stock, the Company believes that purchasing its own common stock
is an attractive use of funds. Following the purchase of these Shares,
management believes that the Company's remaining sources of funds will
be fully adequate to meet its needs in the foreseeable future. Once the
purchase of common stock is completed pursuant to the Offer, management
expects that the Company's subsidiary, North American Savings Bank,
F.S.B., will continue to be classified as "well capitalized" under the
definition provided by the Federal Deposit Insurance Corporation
Improvement Act of 1991.
The Company's purchase of Shares pursuant to the Offer will reduce
the number of Shares that might otherwise trade publicly and is likely
to reduce the number of stockholders. Nonetheless, the Company
anticipates that there will still be a sufficient number of Shares
outstanding and publicly trade following the Offer to ensure continued
trading market in the Shares. It is not possible to predict the number
of remaining stockholders of record, assuming the maximum number of
Shares are tendered without being subject to proration, as that depends
on the number of shares tendered by each tendering stockholder.
Based on the published guidelines of NASDAQ, the Company believes
that its purchase of Shares pursuant to the Offer will not cause
remaining Shares to be delisted from NASDAQ.
The Shares are registered under the Exchange Act, which requires,
among other things, that the Company furnish certain information to its
stockholders and to the Commission and comply with the Commission's
proxy rules in connection with meetings of the Company's stockholders.
The Company believes that its purchase of Shares pursuant to the Offer
will not result in the Shares becoming eligible for deregistration under
the Exchange Act.
Stockholders who do not tender their Shares or who decide to retain
a portion of their Shares pursuant to this Offer will retain an equity
interest in the Company and will continue to be owners of the Company
with all the risks and rewards associated with owning equity securities
of the Company. Management believes that stockholders retaining an
interest in the Company will not be subject to materially greater risk
as a result of a reduction of the capital base. Those who do not accept
the Offer will realize a proportionate increase in their relative equity
interest in the Company and its assets and future results from
operations.
If fewer than 387,500 Shares are purchased pursuant to this Offer,
the Company may or may not purchase the remainder of such Shares on the
open market, in privately negotiated transactions, or otherwise. In the
future, the Company may determine to purchase additional Shares on the
open market, in privately negotiated transactions, through one or more
issuer tender offers, or otherwise. Any such future purchases may be on
the same terms, or on terms more or less favorable to stockholders than
the
9
<PAGE>
terms of this Offer. However, Rule 13e-4 under the Exchange Act
prohibits the Company and its affiliates from purchasing any shares,
other than pursuant to the Offer, until at least ten business days after
the Expiration Date. Any future purchases of shares by the Company
would depend on many factors, including the market price of shares, the
Company's business and financial position, and general economic and
market conditions.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY
SHARES. EACH STOCKHOLDER MUST MAKE HIS OR HER OWN DECISION WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. THE COMPANY HAS
BEEN ADVISED THAT AT LEAST ONE DIRECTOR/EXECUTIVE OFFICER INTENDS TO
TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 11.
9. CERTAIN INFORMATION CONCERNING THE COMPANY
The Company was formed in April 1998 to become a unitary thrift
holding company of North American Savings Bank, F.S.B. The Company's
principal business is to provide banking services through the Bank.
Specifically, the Bank obtains savings and checking deposits from the
public, then uses those funds to originate and purchase real estate
loans and other loans.
The Bank operates eight deposit branch locations, eight residential
loan origination branch offices, and two residential construction loan
origination offices, primarily in the greater Kansas City area.
Customer deposit accounts are insured up to allowable limits by the
Savings Association Insurance Fund ("SAIF"), a division of the Federal
Deposit Insurance Corporation ("FDIC"). The Bank is regulated by the
Office of Thrift Supervision ("OTS") and the FDIC.
The Company's principal executive offices are located at 12498
South 71 Highway, Grandview, MO 64030. Its primary telephone number is
(816) 765-2200.
ADDITIONAL INFORMATION. The Company is subject to the
informational filing requirements of the Exchange Act and, in accordance
therewith, is obligated to file reports and other information with the
Commission relating to its business, financial condition and other
matters. Information, as of particular dates, concerning the Company's
directors and officers, their remuneration, options granted to them, the
principal holders of the Company's securities and any material interest
of such persons in transactions with the Company is required to be
disclosed in proxy statements distributed to the Company's stockholders
and filed with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room
2120, Washington, D.C. 20549; and at its regional officers located at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and at
7 World Trade Center, New York, New York 10048. Copies of such material
may also be obtained by mail, upon payment of the Commission's customary
charges, from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549. The
Commission also maintains a Web site at http://www.sec.gov that contains
reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
Such reports, proxy statements and other information concerning the
Company can also be inspected at the officers of NASDAQ, Reports
Section, 1735 K Street, N.W., Washington, D.C. 20006.
10. SOURCE AND AMOUNT OF FUNDS
Assuming that 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
10
<PAGE>
of fees and other expenses. The Company expects to fund the purchase of
such Shares from cash on hand.
11. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND
ARRANGEMENTS CONCERNING SHARES
As of May 31, 2000, the Company had issued and outstanding
9,017,514 shares of common stock. The 387,500 Shares that the Company
is offering to purchase represent approximately 4.3% of the outstanding
Shares. As of May 31, 2000, the Company's directors and executive
officers as a group (13 persons) beneficially owned an aggregate of
4,728,214 Shares (including any options to purchase Shares from the
Company in accordance with the Company's incentive stock option plan)
representing approximately 52.4% of the outstanding Shares.
Directors and Executive Officers of the Company may participate in
the Offer on the same basis as the Company's other stockholders. The
Company has been advised that at least one Director/Executive Officer
intends to tender Shares pursuant to the Offer. The table below
identifies the Director/Executive Officer of the Company that intends to
tender Shares and sets forth the number of Shares he expects to tender.
Name/Title Shares to be
Tendered
-------------------------------------------------------
James A. Watson
Director and Vice President 9,500
The number of Shares which the directors and executive officers
have indicated an intention to tender is based upon their present
intention. Other than with respect to the Shares to be sold by Mr.
Watson, the Company has been advised that no other executive officer or
director presently intends to tender Shares. Assuming 387,500 Shares
are tendered and purchased by NASB, and the director and executive
officer who intends to tender up to 9,500 Shares tenders all of such
shares pursuant to the Offer, our executive officers' and directors'
aggregate percentage ownership of our outstanding common stock will
increase from 52.4% to 54.7%. See Section 11 for a more detailed
discussion of the interests of our executive officers and directors.
The following table sets forth information concerning transactions
in the Company's common stock executed by the Company, its subsidiary,
directors, or executive officers, which occurred within the 60 business
days prior to the date of this Offer.
11
<PAGE>
<TABLE>
<CAPTION>
Name of Person Transaction Number Price per Description of
Date of Shares Share Transaction
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NASB Financial, Inc. 3/13/2000 3,600 $ 10.71 Purchase - Open market
3/23/2000 4,192 10.54 Purchase - Open market
3/30/2000 3,000 10.63 Purchase - Private transaction with
VP Nesselrode at current market
value
3/31/2000 1,700 9.69 Purchase - Open market
4/06/2000 4,192 10.31 Purchase - Open market
John M. Nesselrode 3/30/2000 3,000 10.63 Sale - Private transaction with
Vice President Company at current market value
James A. Watson 3/23/2000 2,500 10.46 Sale - Open market
Vice President/Director
</TABLE>
Other than these transactions, neither the Company, nor, to the
best of the Company's knowledge, any of the Company's directors or
executive officers, nor any affiliates of the foregoing, had any
transactions involving the Shares during the 60 business days prior to
the date of the Offer.
Except for outstanding options to purchase Shares granted to
certain of the Company's employees, (including executive officers) and
except as otherwise described herein, neither the Company nor, to the
best of the Company's knowledge, any of its affiliates, directors or
executive officers or any of the executive officers or directors of the
Company's affiliates, is a party to any contract, arrangement,
understanding or relationship with any other person relating, directly
or indirectly, to the Offer with respect to any of the Company's
securities (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 other option arrangements,
puts or calls, guaranties of loan, guaranties against loss or the giving
or withholding of any proxies, consents or authorizations).
The following table identifies each executive officer and director
of the Company and sets forth the number of Shares owned directly and
indirectly (including any options to purchase Shares from the Company in
accordance with the Company's incentive stock option plan) and the
percent of Shares owned to the total number of Shares outstanding as of
May 31, 2000. Subject to the terms of the Offer, all or a portion of
such Shares could be tendered.
12
<PAGE>
<TABLE>
<CAPTION>
% of
Shares Stock Total
Owned Options Total Outstanding
---------------------------------------------------
<S> <C> <C> <C> <C>
Directors
---------
David H. Hancock; Board Chairman 3,994,073 109,952 (2)4,104,025 45.51%
Walter W. Pinnell; Director, President 141,648 -- 141,648 1.57%
James A. Watson; Director, Vice President 33,500 4,000 37,500 0.42%
Frederick V. Arbanas; Director 4,268 -- 4,268 0.05%
Barrett Brady; Director 8,400 -- 8,400 0.09%
Linda S. Hancock; Director 282,782 -- (3) 282,782 3.14%
W. Russell Welsh; Director 17,500 -- 17,500 0.19%
Executive Officers
------------------
Keith B. Cox; Vice President and Treasurer 27,524 4,000 31,524 0.35%
Paul L. Thomas; Vice President and Secretary 5,100 -- 5,100 0.06%
Brad Lee - Vice President 1,000 12,000 13,000 0.14%
John M. Nesselrode - Vice President 21,932 4,000 25,932 0.29%
Joe O'Flaherty - Vice President 535 16,000 16,535 0.18%
Bruce Thielen - Vice President 20,000 20,000 40,000 0.44%
---------------------------------------------------
Total ownership by Directors and
Executive Officers 4,558,262 169,952 4,728,214 52.43%
==================================================
</TABLE>
--------------------------
(1) These are options to purchase Shares from the Company in accordance
with the Company's incentive stock option plan.
(2) Excludes shares owned by Linda S. Hancock, who is the spouse of
David H. Hancock. David H. Hancock disclaims beneficial ownership
of shares owned by Linda S. Hancock and this report shall not be
deemed an admission that he is the beneficial owner of such
securities for purposes of Section 16 of the Exchange Act or for
any other purposes.
(3) Excludes shares owned by David H. Hancock, who is the spouse of
Linda S. Hancock. Linda S. Hancock disclaims beneficial ownership
of shares owned by Linda S. Hancock and this report shall not be
deemed an admission that she is the beneficial owner of such
securities for purposes of Section 16 of the Exchange Act or for
any other purposes.
--------------------------
The Company may in the future purchase Shares in the open market,
in private transactions, through other issuer tender offers, or
otherwise. However, Rule 13e-4 under the Exchange Act prohibits the
Company from making any purchases of Shares until ten business days
after the Expiration Date, other than pursuant to the Offer.
Thereafter, any purchases of Shares that the Company may choose to make
may be on the same terms as, or on terms more or less favorable to
stockholders than, the terms of the Offer. Any future purchases of
Shares by the Company will depend on various factors, including but
limited to the market price of Shares, the results of the Offer, the
Company's business and financial condition, and general economic and
market conditions.
13
<PAGE>
12. CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Scope of Discussion - The following summary describes the material
United States federal income tax consequences relating to the Offer.
The summary is based on the Internal Revenue Code of 1986, as amended to
the date hereof (the "Code"), existing and proposed Treasury
Regulations promulgated thereunder, published administrative rulings and
pronouncements and judicial decisions, changes to which could materially
affect the tax consequences described herein and could be applied on a
retroactive, as well as prospective, basis. The Company will not seek a
ruling from the Internal Revenue Service (the "IRS") with regard to
the United States federal income tax consequences of participating, or
declining to participate, in the Offer and, therefore, there can be no
assurance that the IRS will agree with the conclusions set forth below.
The summary deals only with Shares held as capital assets within
the meaning of Section 1221 of the Code. This summary does not address
all of the tax consequences that may be relevant to stockholders in
light of their personal circumstances, or to certain types of
stockholders including but not limited to certain financial
institutions, tax-exempt organizations, life insurance companies,
dealers in securities or currencies, foreign persons, or stockholders
holding the Shares as part of a conversion transaction, as part of a
hedge or hedging transaction, or as a position in a straddle for tax
purposes. Additional or alternative tax consequences may apply with
respect to Shares acquired as compensation (including Shares acquired
upon the exercise of options that were subject to forfeiture
restrictions). In particular, the discussion of the tax consequences of
an exchange of Shares for cash pursuant to the Offer applies only to a
U.S. Holder. For purposes of this summary, a `U.S. Holder' is a holder
of Shares that (i) is a citizen or resident of the United States,
including persons deemed to be residents of the United States for
federal income tax purposes (ii) a corporation, partnership, limited
liability company, 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 its source, or (iv) a trust
whose administration is subject to the primary supervision of a United
States court and which has one or more United States persons who have
authority to control all of the substantial decisions of the trust.
This summary also does not address the state, local, or foreign tax
consequences of participating, or declining to participate in the Offer.
EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR
WITH REGARD TO PARTICIPATING IN THE OFFER AND THE APPLICATION OF UNITED
STATES FEDERAL INCOME TAX LAWS, AS WELL AS THE LAWS OF ANY STATE, LOCAL
OR FOREIGN TAXING JURISDICTION, TO SUCH STOCKHOLDER'S PARTICULAR
SITUATION.
Consequences to U.S. Holders Participating in the Offer
Generally - An exchange of Shares by a U.S. Holder pursuant to the
Offer will be a taxable transaction for United States federal income tax
purposes. As a consequence of the exchange, a U.S. Holder will,
depending upon such U.S. Holder's particular circumstances, be treated
either (i) as having sold such U.S. Holder's Shares or (ii) as having
received a dividend distribution from the Company, with the tax
consequences described below.
Under Section 302 of the Code, a sale of Shares by a U.S. Holder to
the Company pursuant to the Offer will be treated as a "sale or
exchange" of such Shares for United States federal income tax purposes
(rather than as a dividend by the Company with respect to the Shares
held by the tendering stockholder) if the exchange (i) is
"substantially disproportionate" with respect to such U.S. Holder,
(ii) results in a "complete redemption" of all the Shares owned by the
U.S. Holder, or (iii) is "not essentially equivalent
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to a dividend" with respect to the U.S. Holder (each as described
below). In applying these three tests, the constructive ownership rules
of section 318 of the Code apply. Pursuant to these rules, in addition
to Shares actually owned by a U.S. Holder, such U.S. Holder will be
deemed to constructively own Shares actually or constructively owned by
certain related entities and individuals. For the purpose of these
rules a holder of Options to acquire Shares is deemed to constructively
own those Shares even if the Option is not exercised.
If a U.S. Holder, or a person related to such U.S. Holder, sells
(or buys) Shares other than pursuant to the Offer at or about the time
such U.S. Holder exchanges Shares pursuant to the Offer, and the various
sales effected by the U.S. Holder are part of an overall plan to
maintain, increase, reduce or terminate such U.S. Holder's proportionate
interest in the Company, such transactions may, for U.S. federal income
tax purposes, be integrated with the U.S. Holder's exchange of Shares
pursuant to the Offer.
Consequences of Satisfying any of the Section 302 Tests - If any of
the three tests described below under section 302 of the Code is
satisfied, and the sale of the Shares is therefore treated as a "sale
or exchange" of such Shares for United States federal income tax
purposes, the U.S. Holder will recognize gain or loss equal to the
difference between the amount of cash received by the U.S. Holder
pursuant to the Offer and the U.S. Holder's tax basis in the Shares
exchanged pursuant to the Offer. Any such gain or loss will be capital
gain or loss, and will be long term capital gain or loss if, prior to an
exchange pursuant to the Offer, the U.S. Holder's holding period in the
exchanged Shares exceeds one year. In the case of a U.S. Holder that is
an individual, any such long term capital gain will be taxed at a 20%
maximum rate. A U.S. Holder's ability to deduct capital losses from
ordinary income is limited.
Consequences of Failing to Satisfy any of the Section 302 Tests -
If none of the three tests described below under section 302 of the Code
is satisfied, the entire amount of cash received by such U.S. Holder
will be treated as a dividend to the extent of the Company's current and
accumulated earnings and profits, which the Company anticipates will be
sufficient to cover the amount of any such dividend, and will be
includible in such U.S. Holder's gross income as ordinary income in its
entirety, without reduction for the tax basis of the Shares exchanged
pursuant to the Offer. No loss will be recognized and the tendering
U.S. Holder's basis in such U.S. Holder's remaining Shares, if any, will
be increased by such U.S. Holder's basis in Shares exchanged by such
U.S. Holder pursuant to the Offer. To the extent that cash received in
an exchange pursuant to this Offer is treated as a dividend to a
corporate U.S. Holder, such U.S. Holder may be eligible to claim a
dividends received deduction, subject to applicable limitations
including the `extraordinary dividend' provisions of the Code. To the
extent, if any, that the cash received by a U.S. Holder exceeds the
Company's current and accumulated earnings and profits, it will first be
treated as a tax-free return of such U.S. Holder's basis in the
exchanged Shares, and thereafter as capital gain.
The Company can not predict whether or to what extent the Offer
will be oversubscribed. If the Offer is oversubscribed, proration of
tenders pursuant to the Offer will cause the Company to accept fewer
Shares than are tendered. Therefore, each U.S. Holder should be aware
that because proration may occur in the Offer, even if all the Shares
actually and constructively owned by a U.S. Holder are tendered pursuant
to the Offer, fewer than all of such Shares may be purchased by the
Company. Thus, proration may affect whether an exchange by a U.S.
Holder pursuant to the Offer will meet any of the three tests under
Section 302 of the Code.
Section 302 Tests.
(1) Substantially Disproportionate Test - A U.S. Holder will satisfy
the `substantially disproportionate' test if such U.S. Holder's
percentage interest in the Company (i.e., the number of Shares actually
and constructively owned by such U.S. Holder divided by the number of
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Shares outstanding) after the exchange is less than 80% of such U.S.
Holder's percentage interest in the Company prior to the exchange.
Because satisfaction of the "substantially disproportionate" test may
depend upon the extent to which holders of Shares participate in the
Offer and, except as provided herein, the Company can not predict the
extent which holders of Shares will participate in the Offer, holders of
Shares should consult own their tax advisors with respect to the
application of the "substantially disproportionate" test to their
particular situation.
(2) Complete Redemption Test - A U.S. Holder will satisfy the
`complete redemption' test if (i) all Shares actually and constructively
owned by the U.S. Holder are exchanged pursuant to the Offer such that
the U.S. Holder retains no equity interest in the Company, or (ii) all
of the Shares actually owned by the U.S. Holder are sold pursuant to the
Offer such that the U.S. Holder retains no equity interest in the
Company and, with respect to Shares constructively owned by the U.S.
Holder which are not exchanged pursuant to the Offer, such U.S. Holder
is eligible to waive (and effectively waives) constructive ownership of
all such Shares (or other equity interest in the Company) under
procedures described in Section 302(c) of the Code.
(3) Not Essentially Equivalent to a Dividend Test - Even if a U.S.
Holder fails to satisfy either the `substantially disproportionate' test
or the `complete redemption' test, a U.S. Holder may nevertheless
satisfy the "not essentially equivalent to a dividend" test, if the
U.S. Holder's exchange of Shares pursuant to the Offer results in a
"meaningful reduction" in such U.S. Holder's interest in the Company.
Whether the receipt of cash by a U.S. Holder will be "not essentially
equivalent to a dividend" will depend upon the U.S. Holder's specific
facts and circumstances. However, with regard to holders of shares in
publicly traded corporations, the IRS has indicated in published rulings
that even a small reduction in the proportionate interest of a
stockholder whose relative stock interest in the publicly traded
corporation is minimal (an interest of less than 1% should satisfy this
requirement) and who exercises no control over corporate affairs should
constitute such a `meaningful reduction'. Because a U.S. Holder's
satisfaction of the `not essentially equivalent to a dividend' test may
depend upon the extent to which other holders of Shares participate in
the Offer and, except as provided herein, the Company can not predict
the extent which other holders of Shares will participate in the Offer,
holders of Shares should consult own their tax advisors with respect to
the application of `not essentially equivalent to a dividend' test to
their particular situation.
Additional Tax Considerations - U.S. Holders should consult their
own tax advisors as to obligations, if any, to make estimated tax
payments as a result of the recognition of any capital gain (or the
receipt of any ordinary income) caused by the exchange of Shares
pursuant to the Offer.
Consequences to U.S. Holders Who Do Not Participate in the Offer -
U.S. Holders whose Shares are not exchanged pursuant to the Offer will
not incur any tax liability as a result of the consummation of the
Offer.
Backup Withholding. 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
holder or other payee pursuant to the Offer must be withheld by the
Depository 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 Depository and certifies under penalties of perjury that
such number is correct. Therefore, each tendering stockholder should
complete and sign the Substitute Form W-9 included as part of the Letter
of Transmittal so as to provide the information and certification
necessary to avoid backup withholding. Certain stockholders (including
among others all corporations and certain foreign individuals) are not
subject to these backup withholding
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and reporting requirements. In order for a foreign individual to
qualify as an exempt recipient, such an individual must submit a
completed IRS Form W-8 which is signed by the individual under penalties
of perjury, attesting to the individual's exempt status. See Section 3
with respect to the application of the United States federal income tax
backup withholding. Backup withholding is not an additional tax; any
amounts so withheld may be credited against the U.S. federal income tax
liability of the beneficial owner subject to the withholding.
13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS
The Company is not aware of any license or regulatory permit
material to its business that might be adversely affected by its
acquisition of Shares as contemplated in the Offer or of any approval or
other action by any government or governmental, administrative or
regulatory authority or agency, domestic or foreign, that would be
required for the Company's acquisition or ownership of Shares as
contemplated by the Offer. Should any such approval or other action be
required, the Company currently contemplates that it will seek such
approval or other action. The Company cannot predict whether it may
determine that it is required to delay the acceptance for payment of, or
payment for, Shares tendered pursuant to the Offer pending the outcome
of any such matter. There can be no assurance that any such approval or
other action, if needed, would be obtained or would be obtained without
substantial conditions or that the failure to obtain any such approval
or other action might not result in adverse consequences to the
Company's business. The Company's obligations under the Offer to accept
for payment and pay for Shares are subject to certain conditions. See
Section 6.
14. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS
The Company expressly reserves the right, in its sole discretion
and at any time or from time to time, to extend the period of time
during which the Offer is open by making a public announcement thereof.
There can be no assurance, however, that the Company will exercise it
right to extend the Offer. During any such extension, all Shares
previously tendered will remain subject to the Offer, except to the
extent that such Shares may be withdrawn as set forth in Section 4. The
Company also expressly reserves the right, in its sole discretion, (i)
to terminate the Offer and not accept for payment any Shares not
previously accepted for payment or, subject to rule 13e-4(f)(5) under
the Exchange Act, which requires the Company either to pay the
consideration offered or to return the Shares tendered promptly after
the termination or withdrawal of the Offer, to postpone payment for
Shares upon the occurrence of any of the conditions specified in Section
6 hereof, by making a public announcement of such termination and (ii)
at any time, or from time to time, to amend the Offer in any respect.
Amendments to the Offer may be affected by public announcement. Without
limiting the manner in which the Company may choose to make public
announcement of any extension, termination or amendment, the Company
shall have no obligation (except as otherwise required by applicable
law) to publish, advertise or otherwise communicate any such public
announcement, other than by making a release to the Business Wire news
service, except in the case of an announcement of an extension of the
Offer, in which case the Company shall have no obligation to publish,
advertise or otherwise communicate such announcement other than by
issuing a notice of such extension by press release or other public
announcement, which shall be issued no later than 10:00 a.m., Central
Time, on the next business day after the previously scheduled Expiration
Date. Material changes to information previously provided to holders of
the Shares in this Offer or in documents furnished subsequent thereto
will be disseminated to holders of Shares in compliance with Rule 13e-
4(e)(2) promulgated by the Commission under the Exchange Act.
If the Company materially changes the terms of the Offer or the
information concerning the Offer, or if it waives a material condition
of the Offer, the Company will extend the Offer to the extent required
by Rules 13e-4(d)(2) and 13e-4(e)(2) under the Exchange Act. Those
rules require that the minimum period during which an offer must remain
open following material changes in the terms of the Offer or
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information concerning the Offer (other than a change in price, change
in dealer's soliciting fee or change in percentage of securities sought)
will depend on the facts and circumstances, including the relative
materiality of such terms or information. In a published release, the
Commission has stated that in its view, an offer should remain open for
a minimum of five business days from the date that notice of such
material change is first published, sent or given. The Offer will
continue to be extended for at least ten business days from the time the
Company publishes, sends or gives to holders of Shares a notice that it
will (a) increase or decrease the price it will pay for Shares or (b)
increase (except for an increase not exceeding 2% of the outstanding
Shares) or decrease the number of Shares it seeks.
15. FEES AND EXPENSES
The Company will not pay any fees or commissions to any broker,
dealer, or other person for soliciting tender of Shares pursuant to the
Offer. The Company will, upon request, reimburse brokers, dealers,
commercial banks and trust companies for reasonable and customary
handling and mailing expenses incurred by them in forwarding materials
relating to the Offer to their customers.
16. ADDITIONAL INFORMATION
The Company will act as its own information agent in connection
with the Offer. The Company may contact stockholders by mail,
telephone, facsimile, or other electronic means and may request brokers,
dealers, and other nominee stockholders to forward materials and
information concerning the Offer to the beneficial owners.
The Company has also filed an Issuer Tender Offer Statement on
Schedule TO with the Commission, which includes certain additional
information relating to the Offer. Such statement and other information
may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. Such information may also be accessed electronically by means of
the Commission's home page on the Internet (http://www.sec.gov).
This Offer is being made to all holders of Shares. The Company is
not aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to a valid state statute. If
the Company becomes aware of any valid state statute prohibiting the
making of the Offer, the Company will make a good faith effort to comply
with such statute. If, after such good faith effort, the Company cannot
comply with such statute, the Offer will not be made to, nor will
tenders be accepted from or on behalf of, holders of Shares in such
state. In those jurisdictions whose securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer
shall be deemed to be made on behalf of the Company by one or more
registered brokers or dealers licensed under the laws of such
jurisdictions.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE COMPANY IN CONNECTION WITH THE OFFER
OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED
LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY.
NASB FINANCIAL, INC.
June 5, 2000
Manually signed facsimile copies of the Letter of Transmittal will
be accepted. The Letter of Transmittal and certificates for the Shares
and any other required documents should be sent or delivered by each
stockholders or such stockholders' broker, dealer, commercial bank,
trust company or other nominee to the Company at its address set forth
below:
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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