- Amended Statement of Beneficial Ownership (SC 13D/A)
06 Octubre 2011 - 11:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
(Name of Issuer)
Common Stock, $0.15 par value
(Title of Class of Securities)
(CUSIP Number)
David H. Hancock
12498 South 71 Highway
Grandview, Missouri 64030
(816) 765-2200
Craig L. Evans
Stinson Morrison Hecker LLP
1201 Walnut, Suite 2900
Kansas City, Missouri 64106-21150
(816) 842-8600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
David H. Hancock
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States Citizen
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7
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SOLE VOTING POWER
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NUMBER OF
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4,238,831
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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3,259,233
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WITH
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10
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SHARED DISPOSITIVE POWER
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264,068
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,238,831
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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53.9%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) Represents the aggregate number of outstanding shares of the
issuers common stock beneficially owned by David H. Hancock and the parties to a Voting Agreement, dated
September 29, 2011, obligating Linda S. Hancock, Eugene Alexander Hancock, Trustee of the David H. Hancock GST Trust for
Eugene Alexander Hancock u/t/a dated September 8, 2009, Lyndsay Hancock Harlander, Trustee of the David H. Hancock GST Trust
for Lyndsay Hancock Harlander u/t/a dated September 8, 2009, and Patrick David Hancock, Trustee of the David H. Hancock GST
Trust for Patrick David Hancock u/t/a dated September 8, 2009
(collectively, the Stockholders), to vote their shares of
common stock as directed by David H. Hancock.
(2) Based on 7,867,614 shares of the issuers common stock outstanding as of
August 5, 2011, as designated by the issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 9, 2011.
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Item 1.
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Security and Issuer
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This statement relates to NASB Financial, Inc., a Missouri corporation (the Company), common
stock, par value $0.15 per share. The principal and executive offices of the Company are located
at 12498 South 71 Highway, Grandview, Missouri 64030.
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Item 2.
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Identity and Background
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(a)
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The name of the person filing this statement is David H. Hancock.
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(b)
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Mr. Hancocks business address is 12498 South 71 Highway, Grandview, Missouri 64030.
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(c)
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Mr. Hancocks present occupation is Chairman and Chief Executive Officer of the Company and
its wholly-owned subsidiary North American Savings Bank, FSB, 12498 South 71 Highway,
Grandview, Missouri 64030.
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(d)
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Mr. Hancock, during the last five years, has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
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(e)
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Mr. Hancock, during the past five years, has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding
was not or is not subject to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
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(f)
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Mr. Hancock is a citizen of the United States.
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Item 3.
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Source and Amount of Funds or Other Consideration
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The funds used by Mr. Hancock to purchase the stock owned by him have come from Mr. Hancocks
personal funds. Mr. Hancock did not pay any additional consideration for the Voting Agreement.
References to, and descriptions of, the Voting Agreement throughout this Schedule 13D are qualified
in their entirety by reference to the Voting Agreement incorporated by reference as Exhibit 1 to
this Schedule 13D. This agreement is incorporated into this Schedule 13D where such references
and descriptions appear.
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Item 4.
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Purpose of Transaction
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Mr. Hancock has acquired this stock for investment purposes, and may or may not acquire additional
stock for investment purposes. Mr. Hancock entered into the Voting Agreement to ensure continuity
of management and strategic direction of the Company.
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Item 5.
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Interest in Securities of the Issuer
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(a)
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As a result of the Voting Agreement, Mr. Hancock may be deemed to be the beneficial owner of
4,238,831 shares of the Companys common stock. This number of shares represents
approximately 53.9% of the issuers outstanding common stock, based on 7,867,614 shares of the
Companys common stock outstanding as of August 5, 2011, as represented by the Company in its
most recent Quarterly Report on Form 10-Q.
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(b)
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Due to the Voting Agreement which provides that the Stockholders will vote their shares of
the Companys common stock as directed by Mr. Hancock, Mr. Hancock is deemed to have sole
voting power over the 4,238,831 shares of the Companys common stock beneficially owned by the
Stockholders. Mr. Hancock has no shared voting power over any shares of the Companys common
stock. Mr. Hancock is deemed to have shared dispositive power over 264,068 shares of the
Companys common stock held by Linda S. Hancock, his spouse, and does not have any dispositive
power over the shares of the Companys common stock owned by the
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other Stockholders. Schedule
A sets forth the name, address, and state or other place of organization of each Stockholder
that has entered into the Voting Agreement with David H. Hancock, and the aggregate number of
shares of NASB Financial, Inc. common stock held by each such person as of September 29, 2011.
During the last five years, no Stockholder has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the past five years,
no Stockholder has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or not subject to
a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
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The terms of the Voting Agreement are described under Item 4(a) above.
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Item 7.
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Material to Be Filed as Exhibits
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The following documents are incorporated by reference as exhibits:
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Exhibit No.
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Title
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1
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Voting Agreement, dated as September
29, 2011, by and among David H. Hancock and
certain stockholders of NASB Financial,
Inc.
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Signature
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the
undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: October 6, 2011
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/s/ David H. Hancock
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David H. Hancock
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SCHEDULE A
Parties to Voting Agreement
The following table sets forth the name, address, and state or other place of organization of
each Stockholder that has entered into the Voting Agreement with David H. Hancock, and the
aggregate number of shares of NASB Financial, Inc. common stock held by each such person as of
September 29, 2011.
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Total Beneficial
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State or Other Place
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Ownership
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of Organization/
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of Shares as of
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Name and Address
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Citizenship
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Occupation/Business
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September 29, 2011
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Linda S. Hancock
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United States
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Owner of Linda
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264,068
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5049 Wornall, Apt. 5EF
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Smith Hancock
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Kansas City, Missouri 64112
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Interiors; Director
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of the Company
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Eugene Alexander Hancock,
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Missouri
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Trust
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238,510
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Trustee of the David H.
Hancock GST Trust for Eugene
Alexander Hancock u/t/a
dated September 8, 2009
5923 Overhill Road
Mission Hills, Kansas 66208
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Lindsay Hancock Harlander,
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Missouri
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Trust
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238,510
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Trustee of the David H.
Hancock GST for Lindsay
Hancock Harlander u/t/a
dated September 8, 2009
17 Tidewater Way
Savannah, Georgia 31411
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Patrick David Hancock,
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Missouri
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Trust
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238,510
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Trustee of the David H.
Hancock GST for Patrick
David Hancock u/t/a dated
September 8, 2009
301 Elizabeth Street, Apt. 7F
New York, New York 10012
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Total
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979,598
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EXHIBIT INDEX
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Exhibit No.
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Title
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1
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Voting Agreement, dated as September
29, 2011, by and among certain stockholders
of NASB Financial, Inc. and David H.
Hancock.
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