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. 2 - FINAL AMENDMENT)
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
----------------------------------------------------------------------
$6,465,813 $1,294.00
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* Calculated solely for purposes of determining the filing fee. Based
upon the purchase of 517,265 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:
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: /X/
<PAGE>
This Amendment No. 2 filed by NASB Financial, Inc. (the
"Company") amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on June 5,
2000, as amended by Amendment No. 1 filed on July 5, 2000 (as amended,
the "Schedule TO"), relating to its Offer to Purchase dated June 5,
2000, (the "Offer to Purchase") to purchase 387,500 of its outstanding
shares of common stock, par value $0.15 per share (the "Shares"), for
$12.50 per share, net to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated June 5, 2000,
and in the related Letter of Transmittal (which, together with any
amendments hereto or thereto, collectively constitute the "Offer"),
copies of which are attached as Exhibits (a)(1) and (a)(2) to the
Schedule TO. Amendment No. 2 is the final amendment to the Schedule TO.
The Schedule TO is hereby amended and supplemented by adding the
following:
On July 5, 2000, NASB Financial, Inc. issued a press release
announcing the completion of the tender offer. A total of 517,265
Shares were tendered, all of which were accepted by the Company. The
full text of the Company's July 12, 2000, press release is attached as
Exhibit (a)(7) hereto and incorporated herein by reference.
ITEM 12. MATERIAL TO BE FILED AS AN EXHIBIT.
Item 12 of the Schedule TO is hereby amended by adding the
following:
(a)(7) NASB Financial, Inc. Press Release dated July 12, 2000.
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 12, 2000
