United States
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 (Date of earliest event reported): April 30, 2010
NASB FINANCIAL, INC.
(Exact Name of Registrant as Specified in its Charter)
MISSOURI
(State or Other Jurisdiction of Incorporation or Organization)
0-24033 43-1805201
(Commission File Number) (I. R. S. Employer Identification No.)
12498 South 71 Highway
Grandview, Missouri 64030
(Address of Principal Executive offices)(Zip Code)
Registrant's telephone number, including area code: (816) 765-2200
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On April 30, 2010, the Board of Directors (the "Board") of North
American Savings Bank, F.S.B. (the "Bank"), a wholly owned subsidiary
of NASB Financial, Inc. (the "Company") entered into a Supervisory
Agreement (the "Agreement") with the Office of Thrift Supervision
("OTS"), the Bank's primary regulator, effective as of that date.
Despite the Bank's entry into the Agreement with OTS, OTS provided
written notification to the Board that, pursuant to 12 CFR 563.555,
the Bank is not deemed to be in "troubled condition."
Pursuant to the Agreement, the Bank must engage an independent third
party consultant to review the Bank's Internal Asset Review ("IAR")
structure, non-homogenous loan portfolio, and Allowance for Loan and
Lease Losses ("ALLL") methodology. In accordance with the Agreement,
the Bank must obtain and submit to OTS by May 5, 2010, written reports
from the independent consultant that include:
a. An assessment of the adequacy of the Bank's IAR structure,
policies, procedures, and practices in accordance with applicable
regulatory guidance (the "IAR Report").
b. An in-depth review of the Bank's non-homogenous loan portfolio
and an assessment of the consultant's asset classification
review of no less than 70% of such loans (the "Asset
Classification Report").
c. A review of the Bank's ALLL methodology and (a) an assessment of
whether the Bank's ALLL methodology is consistent with applicable
laws, regulations and regulatory guidance; and (b) a
determination of whether the Bank's ALLL is adequate, given the
Bank's risk profile and in light of the findings set forth in the
IAR Report and the Asset Classification Report (the "ALLL
Report").
Following the independent third party's assessment of the foregoing,
the Agreement requires the Bank to submit to OTS by May 20, 2010,
written action plans that specifically address the findings and
recommendations documented in each of the IAR Report, the Assets
Classification Report and the ALLL Report. Once approved by OTS, the
Bank must implement and comply with each of the action plans.
The Agreement also requires the Bank to submit to OTS by June 15, 2010,
a comprehensive written plan ("Classified Asset Reduction Plan") to
reduce its classified assets, including targets and timeframes for
classified asset levels as a percentage of Tier 1 capital and ALLL,
descriptions of the manner and methods for reducing classified assets
to the targets, and relevant assumptions and projections with
supporting documentation. Once approved by OTS, the Bank must
implement and comply with the Classified Asset Reduction Plan and,
beginning with the quarter ending June 30, 2010, prepare quarterly
written asset status reports regarding the implementation of the
Classified Asset Reduction Plan.
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In addition to the foregoing, the Agreement obligates the Bank to make
the following affirmative covenants, effective immediately:
a. The Bank will not upgrade any internal asset classifications on
non-homogenous loans without a prior written notice of non-
objection from OTS, unless the classified asset is sold or paid
off.
b. The Bank will not declare or pay dividends or make other capital
distributions without the prior written approval of OTS.
c. The Bank will not increase the dollar amount of its brokered
deposits beyond amounts held as of February 25, 2010, excluding
interest credited to existing borrowings, without the prior
written notice of non-objection from OTS.
The Agreement further requires the Bank to submit to OTS by May 15,
2010, a written detailed brokered deposit plan that covers the period
of June 30, 2010 through June 30, 2012 (the "Brokered Deposit Plan").
Once approved by OTS, the Bank must implement and comply with the
Brokered Deposit Plan and, beginning with the quarter ending June 30,
2012, the Board must review quarterly variance reports on the Bank's
compliance with the Brokered Deposit Plan. The Bank may not modify the
Brokered Deposit Plan without the prior written notice of non-objection
from OTS.
Finally, beginning with the quarter ending June 30, 2010, the Board
must adopt and submit to OTS a Board resolution affirming that the Bank
has complied with each provision of the Agreement in effect during the
immediately preceding quarter, except as otherwise stated therein.
The Agreement will remain in effect until terminated, modified or
suspended by OTS.
The foregoing description of the material provisions of the Agreement
is qualified in its entirety by reference to the full text of the
Supervisory Agreement, a copy of which is attached hereto as Exhibit
10.1 and incorporated herein by reference.
Item 8.01 Other Events
On May 3, 2010, the Company issued a press release announcing that the
Board of the Bank entered into a Supervisory Agreement with OTS, as
described above. The Company incorporates herein by reference the
press release dated May 3, 2010, attached hereto as Exhibit 99.1.
In furtherance of the Bank's obligations under the Agreement, the Board
of Directors of the Company adopted a resolution to suspend the
quarterly dividend payments associated with the Company's common stock.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Supervisory Agreement dated as of April 30, 2010, between the
Board of Directors of North American Savings Bank, F.S.B. and
the Office of Thrift Supervision.
99.1 Press Release dated May 3, 2010.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
NASB FINANCIAL, INC.
May 5, 2010 By: /s/ Rhonda Nyhus
Rhonda Nyhus
Vice President and
Treasurer