SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: December 23, 2002
Date of earliest event reported: December 19, 2002
CBES BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELEWARE
(State or Other Jurisdiction of Incorporation)
0-21163 43-1753244
(Commission File Number) (I. R. S, Employer Identification No.)
1001 N. JESSE JAMES ROAD
Grandview, Missouri 64030
(Address of Principal Executive offices)(Zip Code)
(816) 630-6711
(Registrant's Telephone Number, Including Area Code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 19, 2002 (the "Effective Date"), NASB Financial,
Inc., a Missouri corporation ("NASB"), consummated a merger
transaction with CBES Bancorp, Inc., a Delaware corporation ("CBES").
Pursuant to the previously announced Agreement and Plan of Merger, dated
September 5, 2002, among NASB, NASB Acquisition Subsidiary, Inc., a
Missouri corporation ("Acquisition Sub"), and CBES (the "Agreement"),
Acquisition Sub, a wholly owned subsidiary of NASB, merged with and into
CBES with CBES surviving and continuing as a wholly owned subsidiary of
NASB (the "Merger"). At a special meeting of stockholders of CBES
held on December 12, 2002, CBES's stockholders approved the Agreement
and the Merger.
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As a result of the Merger, each share of common stock of CBES
issued and outstanding on the Effective Date ("CBES Common Stock") was
cancelled, ceased to be outstanding and was converted into and became
the right to receive a cash payment equal to $17.50 (the "Merger
Consideration"). The Merger Consideration was determined by arms-length
negotiations between NASB and CBES. Based on the number of shares of
CBES Common Stock outstanding on December 19, 2002, NASB expects to pay
approximately $15.3 million in cash in exchange for the issued and
outstanding shares of CBES Common Stock. NASB will finance the Merger
Consideration out of available cash on hand.
CBES owns and operates Community Bank of Excelsior Springs, a
Savings Bank. NASB owns and operates North American Savings Bank,
F.S.B., headquartered in Grandview, Missouri. Concurrent with the
transaction, Community Bank of Excelsior Springs will be merged into
North American Savings Bank.
The material relationships between NASB and CBES (including their
respective affiliates, directors or officer, or associates of such
directors or officers) prior to the consummation of the Merger were as
follows:
Immediately prior to the Effective Date, David H. Hancock was
a beneficial owner of 82,100 shares of CBES Common Stock (which
constituted 9.37% of the then issued and outstanding CBES Common
Stock) and was a beneficial owner of 4,274,401 shares of the common
stock of NASB (which constituted 50.7% of the issued and
outstanding shares of NASB). Included in these amounts were 272,068
share of the common stock of NASB owned by Mr. Hancock's wife, as
to which he disclaims beneficial ownership and their inclusion in
this report shall not be deemed as an admission that Mr. Hancock is
or was the beneficial owner of such shares for purposes of Section
16 of the Securities and Exchange Act of 1934, as amended, or for
any other purpose.
In accordance with the terms of the Agreement, effective as of the
Effective Date the directors and officers of CBES resigned and were
replaced by directors and officers appointed by NASB.
On December 20, 2002, NASB and CBES issued a joint press release
announcing the effectiveness of the Merger, a copy of which is attached
hereto as Exhibit 99.1 and incorporated herein by this reference
pursuant to General Instruction F to Form 8-K.
The Agreement is attached as Exhibit 10.1 to NASB's September 5,
2002, Form 8-K filing, which is incorporated herein by this reference
pursuant to General Instruction F to Form 8-K.
Item 7. Financial Statements and Exhibits
(a)-(b) Financial statements and pro forma financial information will be
filed by amendment to this report within the time frames contemplated by
Items 7(a) and (b).
(c) Exhibits
Exhibit 99.1 Joint Press Release dated December 20, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934. the registrant has duly caused this report as amended to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated: December 23, 2002 CBES BANCORP, INC.
By:/s/ Keith B. Cox
Keith B. Cox
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