SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 5, 2002
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CBES BANCORP, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-21163 43-1753244
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
1001 North Jesse James Road, Excelsior Springs, Missouri 64024
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (816) 630-6711
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Item 5. Other Events.
On September 5, 2002, CBES Bancorp, Inc., a Delaware
corporation, NASB Financial, Inc., a Missouri corporation, and NASB Acquisition
Subsidiary, Inc., a Missouri corporation and wholly-owned subsidiary of NASB
Financial, entered into a merger agreement. The merger agreement provides, among
other things, for the merger of NASB Acquisition Subsidiary into CBES Bancorp,
with CBES Bancorp thereafter being a wholly-owned subsidiary of NASB Financial.
Pursuant to the merger agreement, each share of common stock
of CBES Bancorp that is issued and outstanding at the effective time of the
merger will be converted into the right to receive $17.50 in cash, subject to
adjustment if the adjusted stockholders' equity of CBES Bancorp as of the close
of business on the last business day immediately prior to the effective date of
the merger is less than $13,900,000. If the adjusted stockholders' equity of
CBES Bancorp is less than $13,900,000, the per share cash consideration
distributable by NASB Financial will be reduced to $17.05 per share. If the
adjusted stockholders' equity of CBES Bancorp is less than $13,500,000, NASB
Financial has the option of consummating the transaction and paying each
shareholder $17.05 per share of CBES Bancorp common stock or terminating the
merger agreement.
The merger agreement can be terminated for various reasons,
including, among others, by the mutual written consent of the parties, by either
party if the other party has materially breached its covenants, agreement,
representations or warranties, which breach cannot be cured within 30 days after
notice thereof, or by either party upon the occurrence or nonoccurrence of
certain other conditions or actions as set forth in the merger agreement,
including the failure of the shareholders of CBES Bancorp to approve the merger
agreement and the failure to consummate the merger by January 31, 2003. NASB
Financial also may terminate the merger agreement if the adjusted stockholders'
equity of CBES Bancorp is less than $13,500,000 as measured at the close of
business on the last day prior to the effective date of the merger.
Consummation of the merger is subject to the satisfaction of
certain conditions, including approval of the shareholders of CBES Bancorp and
approval of appropriate regulatory agencies.
CBES Bancorp and NASB Financial publicly announced the
proposed merger in a joint press release dated September 5, 2002, a copy of
which is attached hereto as Exhibit 99.1.
The summary of the merger agreement provided in this report is
not complete and is qualified in its entirety by reference to the complete text
of the merger agreement.
Item 7. Financial Statements and Other Exhibits.
Exhibit No. Description
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Exhibit 99.1 Press Release issued jointly by CBES Bancorp, Inc.
and NASB Financial, Inc. on September 5, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CBES BANCORP, INC.
Date: September 5, 2002 By: /s/ Paul L. Thomas
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Name: Paul L. Thomas
Title: Chief Executive Officer
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