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As filed with the Securities and Exchange Commission on _____________, 1995
Registration No. 33-________
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NATIONAL CITY BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
Indiana 6710 35-1632155
(State or Other (Primary Standard (IRS Employer
Jurisdiction of Industrial Classification Identification No.)
Incorporation Code Number)
or Organization)
227 Main Street
P.O. Box 868
Evansville, IN 47705-0868
(812) 464-9800
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Mr. Robert A. Keil copies of communications to:
President Martin D. Werner, Esq.
National City Bancshares, Inc. Werner & Blank Co., L.P.A.
227 Main Street, P.O. Box 868 7205 W. Central Avenue
Evansville, IN 47705-0868 Toledo, OH 43617
(812) 464-9800 (419) 841-8051
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)
Approximate date of commencement of proposed sale of the securities to the
public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 , other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee (1)
- ------------- ---------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 150,000 $42.75 $6,412,500 $2,211.21
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
based on the high and low sales prices of the Registrant's common
stock as reported on the Nasdaq National Market as of August 23, 1995,
in accordance with Rule 457 (c).
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PROSPECTUS 150,000 Shares
NATIONAL CITY BANCSHARES, INC.
227 MAIN STREET
P.O. BOX 868
EVANSVILLE, INDIANA 47705-0868
TELEPHONE: (812) 464-9800
DIVIDEND REINVESTMENT PLAN
COMMON STOCK
(No Par Value)
This Prospectus describes National City Bancshares, Inc.'s (the
"Company") National City Bancshares Dividend Reinvestment Plan (the "Plan")
under which shares of the Company's Common Stock will be purchased by the
Plan for participants with automatically reinvested dividends.
The Plan provides an economical and convenient method for the holders
of shares of the Company's Common Stock to purchase additional shares of
Common Stock at market price and without payment of a brokerage commission
or service charge. The Plan does not represent a change in the Company's
dividend policy or a guarantee of future dividends. Shareholders who do
not wish to participate in the Plan will continue to receive cash
dividends, as declared, in the usual and customary manner.
The Company has authorized the issuance of and this Prospectus relates
to 150,000 authorized and unissued shares of the Company's Common Stock
registered for purchase under the Plan. The Company reserves the right to
suspend, modify or terminate the Plan at any time. It is suggested that
this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 28, 1995
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, and in accordance therewith files reports
and other information with the Securities and Exchange Commission.
Information, as of the particular dates, concerning Directors and Officers,
their remuneration, and any material interest of such persons in
transactions with the Company is disclosed in proxy statements distributed
to shareholders of the Company and filed with the Commission. Such
reports, proxy statement and other information filed by the Company can be
inspected and copied at the public reference facilities of the Securities
and Exchange Commission, 450 5th Street, N.W., Washington, D.C. 20549, as
well as the following Regional Offices: 7 World Trade Center, Suite 1300,
New York, New York 10048; and Northwest Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661-2511. Copies can be obtained by mail from
the Securities and Exchange Commission at prescribed rates. Requests
should be directed to the Commission's Public Reference Section at 450 5th
Street N.W., Washington, D.C. 20549.
The Company undertakes to provide, without charge to any person to
whom this Prospectus is delivered, upon written or oral request, a copy of
the Company's latest annual report to shareholders and a copy of any and
all of the information that has been incorporated by reference in the
Registration Statement of which this Prospectus is a part (See DOCUMENTS
INCORPORATED BY REFERENCE), not including exhibits to the information that
are incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that the Registration
Statement incorporates. Requests for such copies should be addressed to
the Trust Department, The National City Bank of Evansville, 227 Main
Street, P.O. Box 868, Evansville, Indiana 47705-0868.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission for the year ended December 31, 1994; and
(b) the Company's Quarterly Reports on Form 10-Q filed with the
Securities and Exchange Commission for the periods ended March 31, 1995 and
June 30, 1995, and the Company's Form 8-K filed July 7, 1995.
All documents subsequently filed by the Company after the date of this
Prospectus pursuant to Section 13, 14 or 15(d) of the Securities Exchange
Act of 1934 prior to the termination of this offering shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
such filing. Any statement contained herein or in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be
modified or superseded for the purposes hereof to the extent that a
statement contained herein or any other subsequently filed document which
also is, or is deemed to be, incorporated herein by reference
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modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part hereof, except as so
modified or superseded.
Any person to whom a copy of this Prospectus is delivered, including
any beneficial owner, may obtain without charge, upon written or oral
request, a copy of any of the documents incorporated by reference herein
(not including exhibits to the documents incorporated by reference unless
such exhibits are specifically incorporated by reference into the documents
this Prospectus incorporates by reference). Requests should be made to the
Trust Department, The National City Bank of Evansville, 227 Main Street,
P.O. Box 868, Evansville, Indiana 47705-0868.
THE COMPANY
The Company is an Indiana General Business Corporation and is a bank
holding company registered under the Federal Bank Holding Company Act of
1956, as amended, with its corporate headquarters in Evansville, Indiana.
The Company's subsidiaries conduct a full-service commercial and consumer
banking business, engage in mortgage banking, lease financing, trust
services, discount brokerage services, and provide other financial products
and services.
The Company's principal executive offices are located at 227 Main
Street, Evansville, Indiana 47708, telephone (812) 464-9800.
This Prospectus relates to authorized and unissued Common Stock
offered by the Company pursuant to the Plan. Also, the Company may
purchase shares of Common Stock on the open market which will be used
pursuant to the terms of the Plan.
DESCRIPTION OF THE PLAN
The Company's Dividend Reinvestment Plan was initially approved by the
Company's Board of Directors on November 21, 1989; an Amendment to the Plan
was approved by the Board of Directors on July 19, 1995, effective as of
August 28, 1995. The following questions and answers explain and
constitute the Plan, as amended.
PURPOSE
1. What is the purpose of the Plan?
The Plan offers holders of Common Stock a systematic method of
investing their cash dividends in Common Stock without the payment of
any brokerage commission, service charge or other expense. Because
the Common Stock may be purchased from the Company, the Plan will also
provide the Company with the means of raising new capital.
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2. What are some of the advantages of the Plan?
A participant in the Plan who authorizes reinvestment of dividends
will have the following options:
a. Dividend reinvestment on all shares owned of record or
hereafter acquired of record.
b. The shareholder will indicate the number of shares on which they
wish to have dividends reinvested. Such number of shares can be
any number, up to and including the number of shares currently
owned of record.
c. Participants can avoid the inconvenience and expense of
safekeeping certificates for shares credited to their Plan
accounts since certificates for such shares will only be issued
at the request of a participant or upon termination of
participation. In addition, participants may deposit shares
currently held in certificate form with the Plan Administrator at
no charge. This will relieve participants of the responsibility
for loss, theft, or destruction of their certificates.
d. Periodic statements of account will simplify record
keeping.
Dividends on the designated shares will be reinvested in shares of Common
Stock at market price (see Question 10). There are no brokerage
commissions or service charges for purchases under the Plan. Full
investment of funds is possible because the Plan permits fractions of
shares, as well as full shares, to be purchased. A statement of account
will be mailed to each participant following each payment of a dividend
pursuant to the terms of the Plan.
ADMINISTRATION
3. Who administers the Plan for the participants?
The Trust Department of The National City Bank of Evansville (the
"Administrator") will administer the Plan, keep records, send
statements of account to participants and perform other duties
pertaining to the Plan. Shares purchased for participants in the Plan
and shares deposited by participants with the Administrator for
safekeeping will be held in safekeeping by or through the
Administrator until a participant makes a written request for
certificates of all or part of his shares (see Question 25). The
Administrator is a wholly owned subsidiary of the Company and acts as
the dividend disbursing and transfer agent of the Company's common
stock. All questions and correspondence concerning the Plan should be
addressed to the Administrator as follows:
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Trust Department
The National City Bank of Evansville
227 Main Street
P. O. Box 868
Evansville, Indiana 47705-0868
Phone: (812) 464-9800
Shares purchased under the Plan and shares deposited by
participants with the Administrator for safekeeping will be
registered in the name of the participant and held by the
Administrator in uncertificated book entry form.
ELIGIBILITY
4. Who is eligible to participate?
All holders of record of shares in Common Stock of the Company are
eligible to participate in the Plan. Before they may participate in
the Plan, any beneficial owner of shares of Common Stock whose shares
are registered in names other than their own (for instance, in the
name of a broker or bank nominee) must become shareholders of record
by having their shares transferred into their names.
You will not be eligible to participate in the Plan if you reside in a
jurisdiction in which it is unlawful for the Company to permit your
participation.
PARTICIPATION BY SHAREHOLDERS
5. How do shareholders participate?
An eligible shareholder may join the Plan by completing and
signing the Shareholder Enrollment Card enclosed herewith and
returning it to the Administrator. A Shareholder Enrollment Card and
a postage-paid return envelope may be obtained at any time by writing
to the Administrator (see Question 3).
6. When may an eligible shareholder join the Plan?
An eligible shareholder may join the Plan at any time. If the
Shareholder Enrollment Card is received by the Administrator prior to
the dividend record date (dividend record dates normally occur in
March, June, September and December), the next dividend paid will be
used pursuant to the Plan, to purchase shares of Common Stock. If the
Shareholder Enrollment Card is received after the dividend record
date, that dividend will be paid in cash and participation in the Plan
will begin with the subsequent cash dividend payment.
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7. What does the Shareholder Enrollment Card provide?
The Shareholder Enrollment Card enrolls the participant in the Plan
and it directs the Administrator to either reinvest all dividends or
dividends on a designated number of shares of the Common Stock
registered in the participant's name. The designated number of shares
can be any number, up to and including the number of shares of Common
Stock currently owned of record.
8. Can shareholders participate with less than 100% of their cash
dividends?
Yes. Eligible shareholders have the option under the Plan to
designate the number of shares, for which they hold certificates, to
participate in the dividend reinvestment plan. Once the number of
shares to participate has been selected, that number will remain in
effect until the election is changed. Dividends on all shares
deposited with the Administrator for safekeeping will be reinvested
under the terms of the Plan.
9. Can shareholders change their election under the Plan?
Yes. At any time, shareholders may change their election of the
number of shares of Common Stock, for which they hold certificates,
participating in the Dividend Reinvestment Plan. To do so, a new
Shareholder Enrollment Card must be completed and returned. The
answer to Question 5 describes how to obtain a Shareholder Enrollment
Card and a return envelope. Any change of election concerning the
reinvestment of dividends must be received by the Administrator prior
to the dividend record date to be effective for that dividend.
PURCHASES
10. What will be the price of Common Stock purchased under the Plan?
Shares purchased under the Plan directly from the Company will be
priced at the average price of the high and low trades each day
weighted by the volume for each of the ten business days ending on the
day prior to the purchase date, as reported by the Nasdaq National
Market. In the event that the number of shares to be purchased from
the Company exceeds the total trading volume for the ten business day
pricing period, then the price shall be determined by using a thirty
calendar day pricing period ending on the day prior to the purchase
date.
Shares purchased by the Independent Purchasing Agent in the market
will be made in the over-the-counter market at the prices which
prevail in the market on the purchase date. The price at which the
Independent Purchasing Agent shall be deemed to have acquired shares
for the Participant's Accounts, in the aggregate, shall be the
weighted average price of shares so purchased, as a result of any
single dividend payments by the Company, together with any voluntary
cash payments being currently applied to such purchases.
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11. How are shares acquired under the Plan?
The Company expects that shares of Common Stock of the Company to be
acquired by Participants in the Plan will be comprised of newly issued
shares and shares purchased in the open market.
12. How will the number of shares purchased for each participant be
determined?
The number of shares that will be purchased from a participant's
dividend will depend on the amount of that dividend and the applicable
purchase price of the Common Stock. The participant's account will be
credited with the number of shares, including any fractional share
(computed to the fourth decimal), that results from dividing the
amount of dividends plus any optional cash payments to be invested by
the applicable purchase price.
13. When will purchases of Common Stock be made?
The Administrator or Independent Purchasing Agent shall purchase
Common Stock for the Plan on the dividend payment date, or as soon
thereafter as practical in the event that the required number of
shares are not available for purchase on such date.
DIVIDENDS
14. Will dividends be paid on shares held in Plan accounts?
Yes. Cash dividends on full shares and any fraction of a share
credited to each Plan account will be reinvested automatically in full
under the Plan in additional shares of Common Stock and credited to
each account.
COSTS
15. Are there any out-of-pocket expenses to a shareholder who participates
in the Plan?
No. There are no brokerage commissions if shares are purchased from
the Company. Brokerage costs, if any, on shares purchased other than
from the Company shall be borne by the Company.
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OPTIONAL CASH PAYMENTS
16. May cash be added to purchase additional shares?
Yes. Additional shares may be purchased with optional cash payments.
17. When can optional cash payments be made?
Optional cash payments received by the Administrator will be
invested in additional shares concurrently with dividends being
reinvested or on such other date determined by the Administrator. The
Administrator will return to participants any optional cash payments
which are not invested within thirty (30) days of receipt. Optional
cash payments received after the record date for a dividend may be
received too late to be invested with the proceeds received by the
Administrator from such dividend, and, if so, will be invested as soon
as practical following such date or returned to the participant. NO
INTEREST WILL BE PAID ON ANY OPTIONAL CASH PAYMENT HELD BY THE
ADMINISTRATOR.
18. What is the maximum aggregate amount of cash that can be invested
through optional cash payments?
Up to $10,000 per fiscal quarter in optional cash payments can be
invested in the Plan. Each optional cash payment must be at least
$100. The same amounts of cash need not be sent each quarter, and
there is no obligation to make an optional cash payment each quarter.
19. How can I make an optional cash payment to purchase additional shares?
A participant can make an optional cash payment to purchase additional
shares by completing a form, provided by the Administrator for such
purpose, and mailing it to the Administrator (see Question 3) with a
check or money order made payable to: Trust Department, The National
City Bank of Evansville. PLEASE DO NOT SEND CASH. The Administrator
will provide a form, providing for optional cash payments, to the
participants with each quarterly account statement.
REPORTS TO PARTICIPANTS
20. What reports will be sent to participants in the Plan?
A statement of account showing amounts invested, purchase prices,
shares purchased, shares deposited and other information for the year
to date will be mailed to each participant as soon as practicable
after each purchase of Common Stock, normally within 10 business days
following such purchase. These statements are a continuing record of
current activity and the cost of purchases and should be retained for
tax purposes.
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In addition, participants will receive copies of communications sent
to all holders of the Company's Common Stock, including the annual and
quarterly reports to shareholders, notice of annual meetings and proxy
statements, and information for reporting dividend income for federal
income tax purposes.
CERTIFICATES FOR SHARES
21. Will certificates be issued for shares of Common Stock purchased under
the Plan?
No certificate will be issued to a participant for shares of Common
Stock credited to his Plan account unless he requests the Plan
Administrator, in writing, to do so, or until the participant's
account is terminated. Shares of Common Stock purchased through the
Plan for a participant will be registered in the name of the
participant and credited to his Plan account. The number of shares
credited to a participant's Plan account will be shown on the periodic
statement of his account.
A participant may, at any time, request in writing that the Plan
Administrator send him a certificate for all or part of the whole
shares of Common Stock credited to his Plan account (see Question 25).
Any remaining whole or fractional shares will continue to be credited
to the Plan account. Certificates for fractional shares will not be
issued under any circumstances.
22. In whose name will certificates be registered when issued?
Accounts under the Plan will be maintained in the name in which
participants' shares of Common Stock were registered at the time they
enrolled in the Plan. Consequently, certificates for whole shares of
Common Stock will be similarly registered when issued unless the
participant requests issuance of the shares in a different name(s).
If different registration of the shares is desired, the participant
should call the Plan Administrator for transfer instructions (see
Question 3).
23. May shares in a Plan account be pledged?
No. Shares of Common Stock credited to the Plan account of a
participant may not be pledged or assigned, and any such purported
pledge or assignment shall be void. A participant who wishes to
pledge or assign such shares must request that a certificate for such
shares be issued in his name.
24. May certificates for shares not participating in the Plan be held for
safekeeping for a Plan participant?
No. Cash dividends on all shares held by the Plan in uncertificated
book entry form will be reinvested under the terms of the Plan.
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WITHDRAWAL OF SHARES
25. How does a participant withdraw shares purchased under the Plan or
held by the Plan Administrator for safekeeping?
A participant may withdraw all or a portion of the whole shares of
Common Stock credited to his Plan account by notifying the Plan
Administrator in writing (see Question 3), specifying the number of
whole shares to be withdrawn. Certificates for whole shares of Common
Stock so withdrawn will be issued to the participant, normally within
ten business days of receipt of the request for withdrawal. In no
case will certificates for fractional shares be issued. After a
participant withdraws shares of Common Stock from his Plan account,
cash dividends on such shares will continue to be reinvested in
accordance with the instructions given by the participant on his most
recently dated authorization form, so long as the participant remains
the record holder of such shares and has not terminated his
participation in the Plan.
26. Can a participant sell shares of Common Stock held in his Plan account
or held by the Plan Administrator for safekeeping?
Yes. A participant may sell some or all of his shares held by the
Administrator by requesting that the Administrator issue a certificate
for the number of shares desired to be sold. The participant may then
sell such shares in the normal course.
27. What happens to any fractional share when a participant directs the
Plan Administrator to withdraw all shares from his Plan account?
A participant will be paid in cash for any fractional share credited
to such participant's account upon complete withdrawal from the Plan.
The price paid for such fractional share will be determined by
reference to the last purchase price for whole shares of Common Stock
purchased by the Plan.
TERMINATION OF PARTICIPATION IN THE PLAN
28. How does a participant terminate participation in the Plan?
A participant may terminate his participation in the Plan at any time
by notifying the Plan Administrator in writing (see Question 3). If
notice of termination is received at least two business days before
the record date for a cash dividend, that dividend will be paid in
cash to the participant; otherwise that dividend will be reinvested
for the participant's Plan account. No terminations will be processed
between a dividend record date and a dividend payment date. Any
requests for termination of participation received during this period
will be held until the shares purchased with the dividend are posted
to the participant's account. Any optional cash payment which has
been received by the Plan Administrator prior to receipt of notice to
discontinue dividend reinvestment will be invested
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in accordance with the Plan unless return of the payment is requested
in a written notice received by the Plan Administrator at least 48
hours prior to the date when such cash payment is to be invested.
Thereafter, the participant's participation in the Plan will be
terminated, the Plan account will be closed, and all dividends on
Common Stock held by the participant of record will be paid directly
to that participant.
Termination of dividend reinvestment will automatically terminate a
participant's right to invest in additional shares of Common Stock by
making optional cash payments.
29. What will participants receive when they terminate participation in
the Plan?
Upon withdrawal from the Plan or upon termination of the Plan by the
Company, a certificate for the total number of whole shares credited
to the participant's account under the Plan shall be delivered to the
participant and cash payment shall be made for any fractional share.
Cash payments for a fractional share under the Plan shall be
determined by reference to the last purchase price for whole shares of
Common Stock purchased by the Plan.
OTHER INFORMATION
30. What happens when a participant sells or transfers all shares of
Common Stock held in certificate form?
If a participant disposes of all of the shares of Common Stock held in
certificate form, the Plan Administrator will continue to reinvest the
dividends on all shares credited to that participant's Plan account,
provided there is at least one full share of Common Stock in his Plan
account.
31. What happens when a participant who is reinvesting dividends on all or
a portion of the shares of Common Stock held in certificate form sells
or transfers a portion of such shares?
If a participant who is reinvesting cash dividends on all of the
shares of Common stock held in certificate form disposes of a portion
of such shares, the Plan Administrator will continue to reinvest the
dividends on the remainder of such shares and, of course, will
continue to reinvest the dividends on the shares of Common Stock
credited to the participant's Plan account.
If a participant who is reinvesting cash dividends on a portion of the
shares of Common Stock held in certificate form disposes of a portion
of such shares, the Plan Administrator will continue to reinvest cash
dividends on the remainder of such shares up to the number of shares
of Common Stock authorized in the participant's most recently dated
authorization form and will continue to reinvest the cash dividends on
the shares credited to the participant's Plan account.
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For example, if a participant selected the partial dividend
reinvestment option and authorized the Plan Administrator to reinvest
the cash dividends paid on 50 shares of a total of 100 shares of
Common Stock held in certificate form, and then the participant
disposes of 25 shares of Common Stock, the Plan Administrator would
continue to reinvest the cash dividends paid on 50 of the remaining 75
shares. If instead the participant disposed of 75 shares of Common
Stock, the Plan Administrator would continue to reinvest the cash
dividends paid on the remaining 25 shares of Common Stock.
32. What happens if the Company declares a stock dividend or stock split?
Shares of Common Stock distributed by the Company pursuant to a stock
dividend or a stock split with respect to all shares of Common Stock
owned by the participant, including shares of Common Stock deposited
with the Plan Administrator for safekeeping, held by the participant
in certificate form, or credited to a participant's Plan account, will
be added to that participant's Plan account.
33. If the Company has a rights offering, how will a participant's
entitlement be computed?
A participant's entitlement in a rights offering will be based upon
the participant's total holdings. However, rights certificates will
be issued for the number of whole shares only and rights based on a
fraction of a share held in a participant's Plan account will be sold
for the participant's Plan account and a check for the net proceeds
will be sent to the participant.
34. How will a participant's shares held by the Plan Administrator be
voted at shareholder's meetings?
Under Indiana law (the law of the Company's state of incorporation),
shareholders of record may vote all shares of stock held of record by
them. A proxy card will be sent to each participant in connection
with any annual or special meeting of shareholders, as in the case of
shareholders not participating in the Plan. The proxy card will apply
to all shares held of record by the participant, including the shares
for which the participant holds certificates and all whole shares
credited to the participant's Plan account.
The proxy card, if properly signed, will be voted in accordance with
the instruction given on the card. If no instructions are indicated
by the shareholder on a properly signed and returned proxy card, the
shares represented thereby will be voted in accordance with the
instructions specified on the proxy card. If the proxy card is not
returned or is returned unsigned, shares credited to a participant's
Plan account, shares deposited with the Plan Administrator for
safekeeping, and other shares held of record by the participant will
be voted only if he or a duly appointed representative votes in person
at the meeting.
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35. What is the responsibility of the Company and the Plan Administrator
under the Plan?
In administering the Plan, the Company and the Plan Administrator will
not be liable for any act done in good faith or for any good faith
omission to act including, without limitation, any claim of liability
arising out of failure to terminate a participant's Plan account upon
such participant's death or adjudicated incompetency prior to receipt
of notice in writing of such death or incompetency, or any claim with
respect to the timing or price of any purchase or sale.
Participants must recognize that neither the Company nor the Plan
Administrator can assure them of a profit or protect them against a
loss on shares purchased or sold under the Plan.
The Plan does not represent a change in the Company's dividend policy
or a guarantee of future dividends, which will continue to be
determined by the Board of Directors in light of the Company's
earnings, financial condition and other factors.
36. May the Plan be changed or discontinued?
The Company reserves the right to suspend or terminate the Plan at any
time, including during the period between a dividend record date and
the related payment date. The Company also reserves the right to make
modifications to the Plan. Participants will be notified of any
suspension, modification or termination. Except as stated below, upon
termination of the Plan, any uninvested optional cash payments will be
returned, certificates for whole shares credited to participants' Plan
accounts will be issued, and cash payment will be made for any
fractional shares credited to participants' Plan accounts.
If the Company terminates the Plan for the purpose of establishing
another dividend reinvestment and common stock purchase plan,
participants in the Plan will, if the Company so elects, be enrolled
automatically in such other plan and shares credited to their Plan
accounts will be credited automatically under such other plan unless
notice to the contrary is received.
The Company also reserves the right to terminate any shareholder's
participation in the Plan at any time.
37. How is the Plan to be interpreted?
The Plan, the authorization form, and the participants' Plan accounts
shall be governed by and construed in accordance with the laws of the
State of Indiana and applicable state and federal securities laws, and
cannot be modified orally. Any question of interpretation arising
under the Plan will be determined by the Company and any such
interpretation will be final.
The Company may adopt rules and regulations for the Administration of
the Plan.
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38. What is sufficient notice to a participant?
Any notice or certificate which is to be given by the Plan
Administrator to a participant shall be in writing and shall be deemed
to have been sufficiently given for all purposes when deposited,
postage prepaid, in the United States mail, addressed to the
participant at the participant's address as it shall last appear on
the Plan Administrator's records.
39. Can successor Plan Administrators be named?
The Company may from time to time designate a bank or trust company as
successor Plan Administrator under the Plan.
USE OF PROCEEDS
The Company does not know the number of shares of Common Stock that it
will ultimately sell under the Plan or the prices at which those shares
will be sold. When shares are purchased pursuant to the Plan directly from
the Company, proceeds from such sales are intended to be used for general
corporate purposes.
EXPERTS
The consolidated financial statements of the Company, incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, have been audited by McGladrey & Pullen LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements
are incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
LEGAL OPINIONS
The validity of the shares of Common Stock of the Company offered
hereby has been passed upon for the Company by Werner & Blank Co., LPA,
Attorneys, Toledo, Ohio.
INDEMNIFICATION
Under the Company's Articles of Incorporation, as amended, directors
and officers of the Company are entitled to be indemnified to the fullest
extent permitted by law in connection with actual or threatened lawsuits or
proceedings arising out of their service to the Company or to another
organization at the request of the Company. With respect to
indemnification of directors, officers and controlling persons of the
Company for liabilities arising under the Securities Act of 1933, the
Company has been informed that, in the opinion of the Securities Exchange
Commission, such indemnification is against public policy as expressed in
that Act and is therefore, unenforceable.
14
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ITEM 21. Exhibits and Financial Statements
The exhibits filed pursuant to this Item 21 immediately follow the
Exhibit Index. The following is a description of the applicable exhibits
required for Form S-3 provided by Item 601 of Regulation S-K.
Exhibit Number Description
- -------------- -----------
(1) Not Applicable.
(2) Not Applicable.
(4) Not Applicable.
(5) Opinion of Werner & Blank Co., L.P.A., regarding National
City Bancshares, Inc. Common Stock, and Consent
(8) Opinion of Werner & Blank Co., L.P.A., regarding certain tax
matters, and Consent.
(12) Not Applicable.
(23) Consents of Experts and Counsel.
A. Consent of McGladrey & Pullen LLP
B. Consent of Werner & Blank Co., L.P.A. (the consent is
contained in that firm's opinions filed as Exhibits (5)
and (8)).
(24) Power of Attorney.
(25) Not Applicable.
(26) Not Applicable.
(27) Not Applicable.
(28) Not Applicable.
(99) None
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ITEM 22. Undertakings.
Undertakings
(a) The undersigned registrant hereby undertakes as follows:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.
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(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at the time shall be deemed to be the initial bona fide
offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Amendment to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Evansville,
State of Indiana, this 23rd day of August, 1995.
National City Bancshares, Inc.
/s/ John D. Lippert
John D. Lippert
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of August, 1995.
Signature Title
--------- -----
/s/ John D. Lippert
John D. Lippert Chairman and Chief Executive
Officer and Director (Principal
Executive Officer)
/s/ Robert A. Keil
Robert A. Keil President and Director
/s/ Harold A. Mann
Harold A. Mann Secretary/Treasurer
(Principal Accounting Officer)
Michael F. Elliott* Director
Mrs. N. Keith Emge* Director
Donald G. Harris* Director
Ronald G. Reherman* Director
Laurence R. Steenberg* Director
*By: /s/ John D. Lippert
John D. Lippert
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No.
- -----------
5 Opinion of Werner & Blank Co., L.P.A. regarding National City
Bancshares, Inc.; Common Stock and Consent
8 Opinion of Werner & Blank Co., L.P.A., Attorneys, regarding
certain tax matters and Consent
23 Consent of McGladrey & Pullen LLP
24 Power of Attorney
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EXHIBIT 5
WERNER & BLANK COMPANY LETTERHEAD
August 23, 1995
Board of Directors
National City Bancshares, Inc.
227 Main Street
P.O. Box 868
Evansville, IN 47705-0868
RE: Form S-3 Registration of 150,000 Shares of Common Stock
Ladies and Gentlemen:
We are acting as counsel for National City Bancshares, Inc., a bank holding
company (the "Company"), in connection with the issuance and sale of
150,000 shares of its common stock, without par value (the "Shares"), in
accordance with the terms of the National City Bancshares, Inc. Dividend
Reinvestment Plan.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and, based upon such review,
we are of the opinion that the Shares are duly authorized, validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-3 filed by the Company to effect
registration of the Shares under the Securities Act of 1933 and to the
reference to us under the caption "Legal Opinion" in the Prospectus
constituting a part of such Registration Statement.
Very truly yours,
/s/ Werner & Blank Co., LPA
Werner & Blank Co., L.P.A.
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EXHIBIT 8
WERNER & BLANK COMPANY LETTERHEAD
August 23, 1995
Board of Directors
National City Bancshares, Inc.
227 Main Street
P.O. Box 868
Evansville, IN 47705-0868
Re: Dividend Reinvestment Plan
Ladies and Gentlemen:
You have requested that this firm provide you with a written tax opinion
regarding the federal income tax effects upon the stockholders of National
City Bancshares, Inc. who participate in the Dividend Reinvestment Plan.
Based upon our examination of the terms of the Dividend Reinvestment Plan
and review of Sections 305 and 301 of the Internal Revenue Service Code of
1986, as amended, we have concluded as follows:
1. All stockholders of National City Bancshares, Inc. shall be treated
for federal income tax purposes as having received, on the dividend
payment date, the full amount of the dividend in cash regardless of
whether the stockholder elects to have his entire dividend or any
portion of that dividend reinvested in common shares of National City
Bancshares, Inc.
2. National City Bancshares, Inc. shall provide each stockholder with a
Form 1099 each year which shall indicate the full amount of the
dividend which was payable to the stockholder during the calendar
year, plus a pro rata portion of any commissions, if any, paid by the
Administrator in connection with the acquisition of shares under the
Plan. This amount shall be the amount of taxable income which must be
reported by the stockholder and shall be the stockholder's cost basis
for the shares purchased during the calendar year.
3. Stockholders shall realize a taxable gain or loss upon the sale or
exchange of the shares obtained through the Dividend Reinvestment
Plan. The amount of taxable gain or loss shall be the difference
between the amount received for the shares and the cost basis of the
shares as defined in the preceding paragraph.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-3 filed by National City Bancshares, Inc.
to effect registration of the shares under the Securities Act of 1933.
Very truly yours,
/s/ Werner & Blank Co., LPA
Werner & Blank Co., L.P.A.
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EXHIBIT 23
MCGLADREY & PULLEN, LLP COMPANY LETTERHEAD
CONSENT OF MCGLADREY & PULLEN, LLP
As independent public accounts, we hereby consent to the use in the
Registration Statement on Form S-3 relating to the dividend reinvestment
plan of National City Bancshares, Inc., of our report dated January 18,
1995, which appears on page 15 of the annual report to stockholders of
National City Bancshares, Inc. We also consent to the reference to our
Firm under the caption of "Expert" in the registration statement.
/s/ McGladrey & Pullen, LLP
Champaign, Illinois
August 25, 1995
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Page 24
EXHIBIT 24
POWERS OF ATTORNEY
DIRECTORS OF NATIONAL CITY BANCSHARES, INC.
Know all men by these presents that each person whose name is signed
below has made, constituted and appointed, and by this instrument does
make, constitute and appoint John D. Lippert or Robert A Keil, or either
one of them acting alone, his true and lawful attorney with full power of
substitution and resubstitution to affix for him and in his name, place and
stead, as attorney-in-fact, his signature as director or officer, or both,
of National City Bancshares, Inc., an Indiana corporation (the "Company"),
to a Registration Statement on Form S-3 or other form registering under the
Securities Act of 1933, common stock to be issued in connection with the
National City Bancshares, Inc., Dividend Reinvestment Plan, by the Company,
and to any and all amendments, post effective amendments and exhibits to
that Registration Statement, and to any and all applications and other
documents pertaining thereto, giving and granting to such attorney-in-fact
full power and authority to do and perform every act and thing whatsoever
necessary to be done in the premises, as fully as he might or could do if
personally present, and hereby ratifying and confirming all that said
attorney-in-fact or any such substitute shall lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Evansville, Indiana, this 23rd day of August, 1995.
/s/ Michael F. Elliott
Michael F. Elliott, Director
/s/ Susanne R. Emge
Mrs. N. Keith Emge, Director
/s/ Donald G. Harris
Donald G. Harris, Director
/s/ Ronald G. Reherman
Ronald G. Reherman, Director
/s/ Laurence R. Steenberg
Laurence R. Steenberg, Director
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