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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 18, 1997
NATIONAL BANCSHARES CORPORATION OF TEXAS
(Exact name of registrant as specified in its charter)
TEXAS 1-13472 74-1692337
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification Number)
104 EAST MANN ROAD, LAREDO, TEXAS 78042
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (210) 724-2424
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OF ASSETS.
On July 18, 1997, (Closing Date) National Bancshares Corporation of
Texas ("NBC") through its wholly-owned indirect subsidiaries, NBC Bank, N.A.
and NBC Bank - Rockdale (the "Banks"), completed its purchase of the Wells
Fargo Bank branches located in Giddings, Marble Falls and Taylor, Texas. NBC,
through its direct wholly-owned subsidiary, NBT of Delaware, Inc. owns 100% of
the voting stock of the Banks, headquartered in Eagle Pass and Rockdale, Texas,
respectively. The purchase includes deposit accounts of approximately $103.4
million, the owned branch facilities, branch furniture, fixtures and certain
equipment.
The purchase price of the transaction is approximately $8.2 million
based on a premium on deposits plus the value of the fixed assets, which was a
result of a competitive bid process. The funds used for the acquisition came
from internal sources within the Banks.
The acquired bank branches will operate as branches of the Banks
utilizing the acquired facilities and existing personnel and offering similar
banking products and services.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated financial statements
are filed with this report:
Pro Forma Condensed Consolidated Balance Sheet at June 30, 1997.....Page F-1
Pro Forma Condensed Consolidated Statements of Earnings:
Year Ended December 31, 1996...............................Page F-2
Six Months Ended June 30, 1997.............................Page F-3
The Pro Forma Condensed Consolidated Balance Sheet of Registrant at
June 30, 1997 reflects the financial position of Registrant after giving effect
to the purchase of assets and assumption of liabilities discussed in Item 2 and
assumes the acquisition took place on June 30, 1997. The Pro Forma Condensed
Consolidated Statements of Earnings for the fiscal year ended December 31, 1996
and the six months ended June 30, 1997 assume that the acquisition occurred on
December 31, 1995, and are based on the operations of Registrant for the year
ended December 31, 1996 and the six months ended June 30, 1997.
The unaudited pro forma condensed consolidated financial statements
have been prepared by Registrant based upon assumptions deemed proper by it.
The unaudited pro forma condensed consolidated financial statements presented
herein are shown for illustrative purposes only and are not necessarily
indicative of the future financial position or future results of operations of
Registrant, or of the financial position or results of operations of Registrant
that would have actually occurred had the transaction been in effect as of the
date or for the periods presented. In addition, it should be noted that
Registrant's financial statements will reflect the purchase as of the Closing
Date.
The unaudited pro forma condensed consolidated financial statements
should be read in conjunction with the historical financial statements and
related notes of Registrant.
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(c) Exhibits.
No. Description
2.1 Purchase and Assumption Agreement dated March 10, 1997 between Wells
Fargo Bank(Texas), N.A. and National Bancshares Corporation of Texas.*
* Previously filed on August 1, 1997, with the Company's 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
National Bancshares Corporation of Texas
/s/ Anne Renfroe________________________
Anne R. Renfroe
Chief Financial Officer and Chief Accounting
Officer
Date: September 30, 1997
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NATIONAL BANCSHARES CORPORATION OF TEXAS AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
AT JUNE 30, 1997
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
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ACQUIRED PURCHASE
ASSETS HISTORICAL BRANCHES(a) ADJUSTMENTS PRO FORMA
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<S> <C> <C> <C> <C>
Cash & Due from banks $ 21,051 $ 795 $ $ 21,846
Fed funds sold 19,725 19,725
Investment securities 168,877 95,531 (b) 264,408
Loans, net of ALLL 116,001 116,001
Premises & equipment 7,104 1,744 884 (c) 9,732
Goodwill 2,024 7,319 (d) 9,343
Other assets 7,092 21 7,113
-------- -------- -------- --------
$341,874 $ 2,560 $103,734 $448,168
======== ======== ======== ========
LIABILITIES
Demand deposits, non-interest bearing $ 47,163 $ 9,849 $ $ 57,012
Interest bearing transaction accounts (NOW) 37,783 21,076 58,859
Savings and money market accounts 58,597 25,989 84,586
Certificates of deposit 148,886 46,554 195,440
Notes payable 1,851 2,500 (e) 4,351
Other liabilities 1,436 326 1,762
-------- -------- -------- --------
295,716 103,794 2,500 402,010
STOCKHOLDERS' EQUITY
Common stock 5 5
Surplus 16,341 16,341
Retained Earnings 29,488 29,488
Net unrealized gain on AFS
securities 324 324
-------- -------- -------- --------
46,158 46,158
-------- -------- -------- --------
$341,874 $103,794 $ 2,500 $448,168
======== ======== ======== ========
</TABLE>
(a) To reflect the assets and liabilities acquired from Wells Fargo Bank.
(b) To reflect the investment securities purchased as a result of the cash
received.
(c) To reflect the increase in the value of the fixed assets purchased to fair
market value.
(d) Goodwill resulting from the premium paid for the purchase of the deposits.
(e) Note payable associated with the acquisition of the branches.
Refer to Item 7 when reviewing this document.
F-1
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NATIONAL BANCSHARES CORPORATION OF TEXAS AND SUBSIDIARIES
PRO FORMA CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
(DOLLARS IN THOUSANDS,EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
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ACQUIRED
HISTORICAL BRANCHES(a) OTHER PRO FORMA
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<S> <C> <C> <C> <C>
Interest Income $ 20,820 $ $5,923(b) $ 26,743
Interest Expense 8,112 3,745 213(c) 12,069
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Net Interest Income 12,708 (3,745) 5,710 14,674
Less: Provision for possible loan losses (5) (5)
---------- ------- ------ ----------
Net interest income after the provision
for possible loan losses 12,713 (3,745) 5,710 14,679
Non-interest Income:
Service charges and fees 2,371 600 2,971
Other non-interest income 418 418
---------- ------- ------ ----------
Total non-interest income 2,789 600 3,389
Non-interest Expense:
Salaries and Employee Benefits 4,848 581 5,429
Occupancy and Equipment expenses 1,544 75 1,619
Goodwill amortization 35 293 328
Other non-interest expense 3,159 900 4,059
---------- ------- ------ ----------
Total non-interest expense 9,586 1,556 293 11,435
Income before Federal income taxes 5,916 (4,701) 5,418 6,633
Federal income tax expense 206 (94) 108 220
---------- ------- ------ ----------
Net Income $ 5,710 $(4,607) $5,309 $ 6,413
========== ======= ====== ==========
Average number of common and common-
equivalent shares outstanding 4,715,010 4,715,010
Earnings per share $ 1.21 $ 1.36
========== ==========
</TABLE>
(a) To estimate the income and expenses associated with the assets and
liabilities of the acquired branches.
(b) To estimate the interest earned on the investments made with the cash
received from the acquiree.
(c) To reflect the interest expense associated with the borrowings for the
acquisition.
Refer to Item 7 when reviewing this document.
F-2
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NATIONAL BANCSHARES CORPORATION OF TEXAS AND SUBSIDIARIES
PRO FORMA CONSOLIDATED INCOME STATEMENT
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(UNAUDITED)
(DOLLARS IN THOUSANDS,EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
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ACQUIRED
HISTORICAL BRANCHES(a) OTHER PRO FORMA
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<S> <C> <C> <C> <C>
Interest Income $ 11,813 $ $ 2,921 (b) $ 14,734
Interest Expense 4,826 1,872 105 (c) 6,803
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Net Interest Income 6,987 (1,872) 2,816 7,981
Less: Provision for possible loan losses 25 25
----------- -------- ------- -----------
Net interest income after the provision
for possible loan losses 6,962 (1,872) 2,816 7,906
Non-interest Income:
Service charges and fees 1,250 300 1,550
Other non-interest income 1,303 1,303
----------- -------- ------- -----------
Total non-interest income 2,553 300 2,853
Non-interest Expense:
Salaries and Employee Benefits 2,763 291 3,054
Occupancy and Equipment expenses 824 37 861
Goodwill amortization 28 146 174
Other non-interest expense 1,639 450 2,089
----------- -------- ------- -----------
Total non-interest expense 5,254 778 146 6,178
Income before Federal income taxes 4,261 (2,350) 2,670 4,581
Federal income tax expense 94 (47) 58 100
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Net Income $ 4,167 $ (2,303) $ 2,612 $ 4,481
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Average number of common and common-
equivalent shares outstanding 4,729,590 4,729,590
Earnings per share $ 0.88 $ 0.95
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</TABLE>
(a) To estimate the income and expenses associated with the assets and
liabilities of the acquired branches.
(b) To estimate the interest earned on the investments made with the cash
received from the acquiree.
(c) To reflect the interest expense associated with the borrowings for the
acquisition.
Refer to Item 7 when reviewing this document.
F-3
