8-K

                       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
                                                              -----------------


                               CBES BANCORP, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

        Delaware                       0-21163                  43-1753244
        --------                       --------                 ----------
(State of Incorporation)      (Commission File Number)       (I.R.S. Employer
                                                          Identification Number)


         1001 North Jesse James Road, Excelsior Springs, Missouri 64024
         --------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


Registrant's telephone number, including area code:  (816) 630-6711
                                                     --------------













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
    -----------               -----------

    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
                                                -------------------------------
                                                Name: Paul L. Thomas
                                                Title:  Chief Executive Officer

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EX-99

                                  EXHIBIT INDEX

Exhibit 99.1       Press Release jointly issued by CBES Bancorp, Inc. and NASB
                   Financial, Inc. on September 5, 2002.



NEWS RELEASE
For Additional Information, contact:

NASB Financial, Inc                        CBES Bancorp, Inc.
Keith B. Cox, President                    Paul Thomas, CEO and Board Chairman
(816) 765-2200                             (816) 415-2200


                   NASB FINANCIAL, INC. AND CBES BANCORP, INC.
                      ANNOUNCE SIGNING OF MERGER AGREEMENT

KANSAS CITY, MISSOURI - (SEPTEMBER 5, 2002) NASB Financial, Inc. (Nasdaq-NASB),
and CBES Bancorp, Inc. (Nasdaq-CBES), both savings bank holding companies
headquartered in the Kansas City, Missouri area, jointly announced today that
they have signed a definitive agreement providing for the acquisition of CBES by
way of a merger with a subsidiary of NASB formed specifically to facilitate the
acquisition. NASB owns and operates North American Savings Bank, F.S.B. and CBES
owns and operates Community Bank of Excelsior Springs, a Savings Bank.

Under the terms of the agreement, stockholders of CBES would receive $17.50 in
cash for each share of CBES common stock owned by them. Including the
anticipated cash-out of CBES options, the transaction value is estimated at
$15.4 million.

The merger is expected to close in the fourth quarter of 2002.

Upon completion of the merger, NASB will operate 9 full-service banking
locations. As of June 30, 2002, NASB had total assets of $932 million and
stockholders' equity of $104 million, while as of March 31, 2002, CBES had total
assets of $121.5 million and stockholders' equity of $14.5 million. CBES
financial information, as of June 30, 2002, is scheduled to be released in
September 2002.

The proposed merger is subject to the approval of the stockholders of CBES and
of the Office of Thrift Supervision. Consummation of the proposed merger is
subject to other customary conditions.

Statements contained in this press release that are not historical facts may
constitute forward-looking statements (within the meaning of Section 21E of the
Securities Exchange Act of 1934,

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as amended) which involve significant risks and uncertainties. The companies
intend such forward-looking statements to be covered in the Private Securities
Litigation Reform Act of 1995, and are including this statement for purposes of
invoking these safe harbor provisions. The companies' ability to predict results
or the actual effect of future plans or strategies is inherently uncertain and
involves a number of risks and uncertainties, some of which have been set forth
in the companies' most recent annual reports on Form 10-K, which disclosures are
incorporated by reference herein. The consummation of the proposed merger is
subject to a number of risks and uncertainties, including satisfaction of the
conditions to closing. The fact that there are various risks and uncertainties
should be considered in evaluating forward-looking statements and undue reliance
should not be place on such statements.

CBES will be preparing a proxy statement that will be mailed to CBES
stockholders. WE URGE STOCKHOLDERS OF CBES TO READ THIS DOCUMENT BECAUSE IT
CONTAINS IMPORTANT INFORMATION. Investors will be able to obtain this document
free of charge when filed, at the SEC's website. Documents filed with the SEC by
CBES will be available free of charge from the Secretary of CBES at 1001 North
Jesse James Road, Excelsior Springs, Missouri 64024. CBES STOCKHOLDERS SHOULD
READ THE PROXY STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
MERGER. Copies of all recent proxy statements and annual reports are also
available free of charge from the respective companies by contacting the company
secretary.

CBES and its directors and executive officers may be deemed to be participants
in the solicitation of proxies to approve the Merger. INFORMATION ABOUT THE
PARTICIPANTS MAY BE OBTAINED THROUGH THE SEC'S WEBSITE FROM THE DEFINITIVE PROXY
STATEMENT WHEN FILED WITH THE SEC BY CBES.


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