<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number: 0-13585
NATIONAL CITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1632155
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 868, EVANSVILLE, INDIANA 47705-0868
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (812) 464-9800
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes (X) No ( )
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT AUGUST 9, 1995
(Common stock,
$1.00 Stated value) 3,978,000
<PAGE>
NATIONAL CITY BANCSHARES, INC.
INDEX
PAGE NO.
PART I - FINANCIAL INFORMATION
Condensed consolidated statements of
financial position-
June 30, 1995, December 31, 1994,
and June 30, 1994 1
Condensed consolidated statements of income-
three months and six months ended
June 30, 1995 and 1994 2
Condensed consolidated statements of cash flows-
six months ended June 30, 1995 and 1994 3
Notes to condensed consolidated financial statements 6
Management's discussion and analysis of financial
condition and results of operations 8
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders 13
Item 6 - Exhibits and Reports on Form 8-K 14
SIGNATURES 14
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
Condensed Consolidated Statements of Financial Position
(Dollar Amounts Other Than Share Data in Thousands)
<TABLE>
<CAPTION>
June December June
30 31 30
1995 1994 1994
-------- -------- --------
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 28,174 $ 38,682 $ 25,836
Interest-bearing deposits in banks 3,340 5,116 9,147
Securities held to maturity 97,043 92,376 87,449
Securities available for sale 115,150 128,528 149,542
Federal funds sold 18,425 2,550 1,075
Loans 553,831 506,143 478,911
Less: Allowance for loan losses 4,799 4,523 4,425
-------- -------- --------
Loans, net 549,032 501,620 474,486
Premises and equipment 12,134 10,880 10,586
Other real estate owned 308 614 783
Other assets 16,788 16,078 14,398
-------- -------- --------
Total Assets $840,394 $796,444 $773,302
-------- -------- --------
-------- -------- --------
LIABILITIES
Deposits:
Noninterest-bearing demand $ 90,729 $ 92,236 $ 84,053
Interest-bearing savings and time 604,815 581,328 574,162
-------- -------- --------
Total deposits 695,544 673,564 658,215
Federal funds purchased and securities
sold under agreements to repurchase 15,781 21,609 12,493
Notes issued to the U.S. Treasury 6,575 2,675 4,783
Other borrowings 13,104 - -
Other liabilities 7,654 5,789 5,020
-------- -------- --------
Total liabilities 738,658 703,637 680,511
-------- -------- --------
</TABLE>
<TABLE>
<CAPTION>
SHAREHOLDERS' EQUITY
Common stock 3,981 13,074 13,191
<S> <C> <C> <C> <C> <C> <C>
$1.00
Stated Value $3.33 1/3 Par Value
------------ --------------------
6/30/95 12/31/94 6/30/94
--------- --------- ---------
Authorized 10,000,000 5,000,000 5,000,000
Outstanding 3,980,637 3,922,138 3,957,250
Capital surplus 46,390 34,733 36,127
Retained earnings 51,482 47,528 44,558
Unrealized gain(loss) on securities
available for sale (117) (2,528) (1,085)
-------- -------- --------
Total shareholders' equity 101,736 92,807 92,791
-------- -------- --------
Total Liabilities and
Shareholders' Equity $840,394 $796,444 $773,302
-------- -------- --------
-------- -------- --------
</TABLE>
The accompanying notes are an integral part of these statements.
1
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
Condensed Consolidated Statements of Income
(Dollar Amounts Other Than Share Data in Thousands)
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30 June 30
----------------- -----------------
1995 1994 1995 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $12,130 $ 9,729 $23,352 $18,866
Interest and dividends on securities 3,143 3,251 6,362 6,200
Interest on federal funds sold 88 49 281 312
Interest on deposits in banks 43 108 95 241
------- ------- ------- -------
Total interest income 15,404 13,137 30,090 25,619
------- ------- ------- -------
INTEREST EXPENSE
Interest on deposits 6,023 4,759 11,701 9,489
Interest on funds borrowed 361 161 573 279
------- ------- ------- -------
Total interest expense 6,384 4,920 12,274 9,768
------- ------- ------- -------
NET INTEREST INCOME 9,020 8,217 17,816 15,851
Provision for loan losses 17 100 35 (53)
------- ------- ------- -------
Net interest income after
provision for loan losses 9,003 8,117 17,781 15,904
------- ------- ------- -------
NONINTEREST INCOME
Trust income 458 306 760 597
Service charges on deposit accounts 623 524 1,187 1,018
Securities gains (losses) (4) (1) 2 (177)
Other 493 402 936 724
------- ------- ------- -------
Total noninterest income 1,570 1,231 2,885 2,162
------- ------- ------- -------
NONINTEREST EXPENSE
Salaries and employee benefits 3,303 3,152 6,578 6,303
Premises and equipment 836 915 1,687 1,787
Assessments of the FDIC 382 380 761 764
Other 1,505 1,323 3,012 2,691
------- ------- ------- -------
Total noninterest expense 6,026 5,770 12,038 11,545
------- ------- ------- -------
Income before income taxes 4,547 3,578 8,628 6,521
Income taxes 1,588 1,166 2,968 2,105
------- ------- ------- -------
NET INCOME $ 2,959 $ 2,412 $ 5,660 $ 4,416
------- ------- ------- -------
------- ------- ------- -------
Earnings per common share $0.75 $0.61 $1.44 $1.11
Weighted average shares outstanding 3,922,981 3,966,304 3,924,424 3,984,860
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Dollars Amounts in Thousands)
<TABLE>
<CAPTION>
Six Months
Ended
June 30
-------------------
1995 1994
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net Income $ 5,660 $ 4,416
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization 739 1,484
Depreciation 724 745
Provision for loan losses 35 (53)
Write-down of other real estate owned 5 11
Securities losses (gains) (2) 177
(Gain) on sale of premises and equipment (6) (11)
(Gain) loss on sale of other real estate owned 42 (6)
Increase (decrease) in deferred taxes 91 (161)
Changes in assets and liabilities:
(Increase) decrease in income earned
but not collected 884 (29)
(Increase) decrease in other assets (323) (200)
Increase (decrease) in accrued interest payable 458 (196)
Increase (decrease) in other liabilities (490) 484
-------- --------
Net cash flows provided by operating activities 7,817 6,661
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest-bearing
deposits in banks 2,175 4,433
Proceeds from matured securities held to maturity 9,051 26,752
Proceeds from matured securities available for sale 19,697 27,670
Proceeds from sales of securities available for sale - 7,231
Purchases of securities held to maturity (10,885) (22,128)
Purchases of securities available for sale (2,111) (63,411)
(Increase) decrease in federal funds sold (13,900) 42,949
(Increase) decrease in loans made to customers (36,392) (23,728)
Capital expenditures (1,689) (510)
Proceeds from sale of other real estate owned 307 193
Proceeds from sale of premises and equipment 16 18
Purchase of subsidiary, net of cash and due from banks 577 -
-------- --------
Net cash flows provided by (used in)
investing activities (33,154) (531)
-------- --------
</TABLE>
(Continued on next page)
The accompanying notes are an integral part of these statements.
3
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Continued)
(Dollars Amounts in Thousands)
<TABLE>
<CAPTION>
Six Months
Ended
June 30
-------------------
1995 1994
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
<S> <C> <C>
Net increase (decrease) in deposits $ 5,238 $ (6,785)
Net increase (decrease) in federal funds
purchased and securities sold under
agreements to repurchase (5,828) (680)
Net proceeds (payments) in notes issued to
the U.S. Treasury 3,900 (611)
Increase in other borrowings 13,104 -
Dividends paid (1,706) (1,741)
Repurchase of common stock (210) (2,149)
Sale of common stock 331 367
-------- --------
Net cash flows provided by (used in)
financing activities 14,829 (11,599)
-------- --------
Net increase (decrease) in cash and due from banks (10,508) (5,469)
Cash and due from banks at beginning of period 38,682 31,305
-------- --------
Cash and due from banks at end of period $ 28,174 $ 25,836
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Continued)
(Dollars Amounts in Thousands)
<TABLE>
<CAPTION>
Six Months
Ended
June 30
-------------------
1995 1994
-------- --------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<S> <C> <C>
Cash paid during the year for:
Interest $11,816 $9,964
Income taxes 2,620 2,175
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCIAL ACTIVITIES
Change in allowance for unrealized gain
(loss) on securities available for sale $3,905 $2,526
Increase (decrease) in deferred taxes
attributable to securities available for sale 1,493 974
Employee Stock Ownership Plan obligation
guaranty note payment - 541
Other real estate acquired in settlement of loans 14 116
Transfer from other real estate owned to other assets 7 -
Transfer from premises and equipment to other
real estate owned 41 -
Purchase of subsidiary:
Purchase price $ 886
--------
--------
Assets acquired:
Cash and due from banks $ 577
Interest-bearing deposits in banks 399
Securities 3,753
Federal funds sold 1,975
Loans 11,069
Premises and equipment 355
Income earned but not collected 146
Other assets 1,963
Liabilities assumed:
Deposits (16,742)
Accrued interest payable (92)
Deferred taxes payable (25)
Other liabilities (49)
--------
3,329
Common stock issued (2,443)
--------
Accounts payable $ 886
--------
--------
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
While the interim amounts are unaudited, they do reflect all
adjustments which, in the opinion of management, are necessary for a
fair statement of the results of operations for the interim periods.
All such adjustments are of a normal recurring nature. Year-end
balance sheet amounts are condensed from audited financial statements.
Because the results from commercial banking operations are so closely
related and responsive to changes in economic conditions, the results
for any interim period are not necessarily indicative of the results
that can be expected for the entire year.
NOTE 2
In the normal course of business, there are outstanding various other
commitments and contingent liabilities which are not reflected in the
accompanying financial statements. The Corporation uses the same
credit policies in making commitments and conditional obligations as
it does for other instruments.
<TABLE>
<CAPTION>
6/30/95 12/31/94
----------- -----------
<S> <C> <C>
Standby letters of credit $16,293,000 $16,289,000
Commitments to extend credit $71,904,000 $78,158,000
</TABLE>
NOTE 3
On June 29, 1995, the Corporation issued 55,509 shares of its common
stock in exchange for all of the outstanding preferred stock and
$847,000 in exchange for all of the common stock of First National
Bank of Paoli, an $18 million bank located in Paoli, Indiana. At
consummation of the merger, First National Bank of Paoli was merged
with and became a branch of The Bank of Mitchell, a wholly-owned
subsidiary of the Corporation. This acquisition was accounted for
using the purchase method. The excess of the acquisition cost over
the fair value of net assets acquired in the amount of $1,954,000 will
be amortized over 15 years using the straight-line method.
On June 30, 1995, the Corporation issued 263,996 shares of its common
stock in exchange for all of the outstanding common stock of White
County Bank, Carmi, Illinois. At consummation of the merger, White
County Bank became a wholly-owned subsidiary of the Corporation. This
acquisition was accounted for using the pooling-of-interests method.
Accordingly, the Corporation's financial statements and financial data
have been retroactively restated to include the accounts and
operations of White County Bank. Assets, loans, deposits, interest
income, net interest income, and net income of Registrant (NCBE) and
6
<PAGE>
White County Bank (WCB) for the periods prior to the acquisition are
shown in the following table. Due to the elimination of intercompany
transactions, the historical data may not aggregate to the combined
amounts. Dollar amounts other than share data are shown in thousands.
<TABLE>
<CAPTION>
NCBE
NCBE WCB Combined
---- --- --------
<S> <C> <C> <C>
June 30, 1995:
Loans, net of
unearned income $529,577 $24,255 $553,831
Deposits 639,786 55,763 695,544
Assets 778,108 63,390 840,394
December 31, 1994:
Loans, net of
unearned income $483,592 $22,551 $506,143
Deposits 615,968 57,596 673,564
Assets 731,764 64,680 796,444
June 30, 1994:
Loans, net of
unearned income $457,650 $21,261 $478,911
Deposits 600,031 58,184 658,215
Assets 707,899 65,477 773,302
Six months ended June 30, 1995:
Interest income $27,959 $2,138 $30,090
Interest expense 11,285 997 12,274
Net interest income 16,674 1,141 17,816
Provision for loan loss 35 - 35
Net income 5,392 268 5,660
Earnings per share 1.47 27.87 1.44
Six months ended June 30, 1994:
Interest income $23,635 $1,984 $25,619
Interest expense 8,886 882 9,768
Net interest income 14,749 1,102 15,851
Provision for loan loss (53) - (53)
Net income 4,214 202 4,416
Earnings per share 1.13 21.04 1.11
</TABLE>
7
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
NET INCOME
Net income for the quarter ended June 30, 1995, was $2,959,000, or
$0.75 per share, compared to $2,412,000, or $0.61 per share, for the
second quarter of 1994. This is an increase of $547,000, or 22.7
percent, in net income. For the first six months of 1995, net income
was $5,660,000, or $1.44 per share, compared to $4,416,000, or $1.11
per share, for the first six months of 1994, an increase of
$1,244,000, or 28.2 percent, in net income. The weighted average
number of shares outstanding was 3,922,981 and 3,924,424 for the three
and six months, respectively, ended June 30, 1995, compared to
3,966,304 and 3,984,860 during the like periods last year. Stock has
been repurchased by the Corporation for the dividend reinvestment
program and during 1994 for the stock repurchase program approved
March 15, 1994.
NET INTEREST INCOME
Net interest income in the second quarter of 1995 increased $821,000,
or 9.6 percent, on a tax equivalent basis, from the year-ago quarter.
For the first six months of 1995, net interest income increased
$1,979,000, or 11.9 percent, on a tax equivalent basis, from the same
period last year. Average earning assets were $747 million and $725
million, an increase of $22 million, or 3.0 percent, during the second
quarters of 1995 and 1994, respectively. For the first six months of
1995 and 1994, average earning assets were $746 million and $723
million, respectively. Loans increased an average of $61 million, or
13.1 percent, for the quarter. Average federal funds sold remained
approximately the same for the second quarter of both years. All
other types of earning assets decreased, with the largest decrease
being in average securities which decreased $33 million, or 13.7
percent, for the quarter.
The increased net interest income was due to a change in the mix of
average earning assets. Total interest income increased $4,485,000,
or 17.0 percent, on a tax equivalent basis, during the first six
months of 1995 from the same period of 1994, compared to a $2,506,000,
or 25.7 percent increase in total interest expense. The increase in
interest income resulted from higher rates of interest earned and a
change in the mix and total of average earning assets.
The net interest margin increased to 5.04 percent for the second
quarter of 1995, compared to 4.74 percent during the year-ago quarter
and to 5.01 percent for the first six months of 1995 from 4.62 percent
during the same period last year.
8
<PAGE>
UNDERPERFORMING ASSETS
Listed below is a two-year comparison of the underperforming assets.
<TABLE>
<CAPTION>
6/30/95 6/30/94
---------- ----------
<S> <C> <C>
Nonaccrual loans $ 788,000 $1,577,000
Restructured loans 150,000 297,000
90 days past due loans 802,000 848,000
---------- ----------
Total underperforming loans 1,740,000 2,722,000
Other real estate held 308,000 783,000
---------- ----------
Total underperforming assets $2,048,000 $3,505,000
---------- ----------
---------- ----------
</TABLE>
Past due 90 days or more, nonaccrual, and renegotiated loans have
decreased from 0.6 percent of total loans at June 30, 1994, to 0.3
percent as of June 30, 1995. Of the loans in this category, 48.0 and
67.0 percent were secured by real estate at June 30, 1995 and 1994,
respectively. Potential problem loans, other than underperforming
loans, amounted to $19,215,000 at June 30, 1995 and $19,493,000 at
June 30, 1994.
PROVISION FOR LOAN LOSSES
Net recoveries amounted to $136,000 during the second quarter of 1995
and net recoveries were $101,000 during the first six months of 1995,
compared to net charge-offs of $154,000 during the second quarter of
1994, and net recoveries of $115,000 during the first six months of
1994.
The provision for loan losses during the first six months of 1995 was
$35,000 compared to a negative $53,000 from the comparable year-ago
period. The negative provision was due to net recoveries of $115,000.
The provision is based on the quarterly review of the allowance for
possible loan losses. Some of the factors used in this review include
current economic conditions and forecasts, risk by type of loan,
previous loan loss experience, and evaluation of specific borrowers
and collateral. As of June 30, 1995, management considered the
reserve for loan losses adequate to provide for potential losses.
NONINTEREST INCOME
Noninterest income for the second quarter of 1995 increased $339,000,
or 27.5 percent, and for the first six months of 1995 increased
$723,000, or 33.4 percent, from the year-ago periods. Trust income
increased $163,000, or 27.3 percent, for the first six months of 1995,
and service charges on deposit accounts increased $169,000 or 16.6
percent, from the year ago period due to changes in fee schedules.
Net securities gains were $2,000 for the first six months of 1995,
compared to net securities losses of $177,000 for the same period
1994. The losses were mainly due to a permanent write-down on an
interest-only bond. Other noninterest income increased $212,000, or
29.3 percent, during 1995. This increase was mainly due to a refund
from prior years' Indiana Franchise tax in the amount of $115,000.
9
<PAGE>
NONINTEREST EXPENSE
Noninterest expense increased $256,000, or 4.4 percent, and $493,000,
or 4.3 percent, in the second quarter and the first six months of
1995, respectively. Salaries and employee benefits increased
$151,000, or 4.8 percent, for the second quarter and $275,000 or 4.4
percent, for the first six months of 1995. Expenses of premises and
equipment decreased $79,000, or 8.6 percent, in the second quarter and
$100,000, or 5.6 percent, for the first six months of 1995. The cost
of Federal Deposit Insurance remained approximately the same for both
periods. Other items in this category increased $321,000, or 11.9
percent. This increase was partially due to a $129,000 one-time
contract settlement.
FINANCIAL POSITION ANALYSIS
Cash and due from banks increased $2,338,000, or 9.0 percent, and
interest-bearing deposits in banks decreased $5,807,000, or 63.5
percent, during the past year. Federal funds sold were $18,425,000,
up from $1,075,000 at June 30, 1994.
Securities decreased $24,798,000, or 10.5 percent, during the past
year. The largest decrease was in U. S. Government agencies which
decreased $22,659,000, or 17.9 percent. Other decreases were in U. S.
Treasury, which decreased $2,334,000, or 5.8 percent, nontaxable
municipals which decreased $1,001,000, or 2.4 percent, and other debt
securities which decreased $1,519,000, or 6.1 percent. Equity
securities increased $691,000, or 24.7 percent, primarily due to the
purchase of $653,000 of stock in the Federal Home Loan Bank. Taxable
municipals also increased $470,000, or 18.5 percent. The market value
adjustment on securities available for sale increased $1,554,000, or
89.0 percent. Amortized cost and fair values of securities with
dollar amounts in thousands are on the following page:
10
<PAGE>
Securities held to maturity:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- --------
<S> <C> <C> <C> <C>
U.S. Government and agency
securities $ 25,728 $ 304 $110 $ 25,922
State and municipal
securities:
Taxable 3,015 80 22 3,073
Nontaxable 40,544 1,561 126 41,979
Corporate securities 16,231 143 142 16,232
Mortgage-backed securities 11,525 191 67 11,649
-------- ------ ---- --------
$ 97,043 $2,279 $467 $ 98,855
-------- ------ ---- --------
-------- ------ ---- --------
</TABLE>
Securities available for sale:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- --------
<S> <C> <C> <C> <C>
U.S. Government and agency
securities $ 71,912 $ 650 $276 $ 72,286
Corporate securities 6,720 2 13 6,709
Mortgage-backed securities 33,221 88 512 32,797
-------- ------ ---- --------
111,853 740 801 111,792
Equity securities 3,490 - 132 3,358
-------- ------ ---- --------
$115,343 $ 740 $933 $115,150
-------- ------ ---- --------
-------- ------ ---- --------
</TABLE>
At June 30, 1995, the security portfolio included $9,674,000 in
structured notes, which were comprised of $5,572,000 in multi-coupon
step-up notes that have a price volatility comparable to a callable
U.S. Government agency of like maturity; $3,502,000 in a capped
floating rate note that will mature within one year; and $600,000 in
delevered floating notes. These securities have risk characteristics
which are well within the constraints of the non-structured securities
held in the security portfolio.
During the second quarter of 1995, the Corporation transferred
$635,000 of securities classified as held to maturity to the available
for sale category. These securities were rated as high-risk; and in
accordance with the Federal Financial Institutions Examination
Council, were redesignated as available for sale. The unrealized loss
on these securities at the time of transfer was $42,000. In
accordance with the requirements of Statement of Financial Accounting
Standards No. 115, these securities will now be accounted for at fair
value, and any unrealized gain or loss net of deferred tax effect will
be reflected as a separate component of shareholders' equity.
11
<PAGE>
As part of its strategic plan, the Corporation successfully increased
total loans while maintaining high credit standards and competitive
rates. Loans increased $74,920,000, or 15.6 percent, during the past
year. The largest increase was in commercial loans, which increased
$27,739,000, or 25.9 percent. Consumer loans increased $24,354,000,
or 30.22 percent, and loans secured by real estate increased
$19,698,000, or 7.8 percent. All other types of loans also increased,
except loans to depository institutions and other loans which
decreased $35,000, or 0.3 percent.
Other real estate owned decreased $475,000, or 60.7 percent, from June
30, 1994.
Total deposits have increased $37,329,000, or 5.7 percent, since June
30, 1994. Noninterest-bearing deposits increased $6,676,000, or 7.9
percent, during the past year, while interest-bearing deposits
increased $30,653,000, or 5.3 percent, during this period.
SHAREHOLDERS' EQUITY
The Corporation and each subsidiary have capital ratios which
substantially exceed all regulatory requirements. The Corporation's
capital ratios are shown below.
<TABLE>
<CAPTION>
Minimum
Requirements 6/30/95 6/30/94
------------ ------- -------
<S> <C> <C> <C>
Tier I capital to
risk-based assets 4.00% 17.25% 18.44%
Total capital to
risk-based assets 8.00% 18.07% 19.32%
Tangible equity to
tangible assets 3.00% 11.79% 11.85%
</TABLE>
12
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) Date of Meeting
The Annual Meeting of Shareholders was held April 18,
1995.
(b) List of Directors - N/A
(c) Matters Voted Upon
(1) Two directors, each to serve a term of three years
or until their successors shall have been duly elected
and qualified, were elected during the Annual Meeting
of Shareholders. The results of the vote were:
John D. Lippert
FOR 2,864,267 WITHHOLD AUTHORITY 8,465
Ronald G. Reherman
FOR 2,863,215 WITHHOLD AUTHORITY 9,517
(2) Article V, Section 1, of the Articles of Incorporation
was amended to provide for an increase in the number of
authorized common shares of Registrant from 5,000,000
to 10,000,000 and to change the par value of $3.33 1/3
per share to without par value. The results of the
vote were:
FOR 2,804,941 AGAINST 24,579 ABSTAIN 43,212
(3) The Board of Directors proposed for the approval by
the shareholders the appointment of McGladrey &
Pullen, LLP, Certified Public Accountants and
Consultants as the independent certified public
accountants for Registrant and subsidiaries for the
fiscal year ending December 31, 1995. The results
of the vote ratifying the appointment were:
FOR 2,823,144 AGAINST 27,287 ABSTAIN 22,301
(d) Settlement - N/A
13
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits -
NONE
(b) Reports on Form 8-K -
CURRENT REPORT dated April 13, 1995, for event of
April 10, 1995, regarding the definitive agreement
between the Registrant and First National Bank of
Paoli in Indiana.
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 thereunto duly authorized.
NATIONAL CITY BANCSHARES, INC
(Registrant)
By /s/ HAROLD A. MANN
Harold A. Mann
Secretary and Treasurer
(On behalf of the registrant
and in his capacity as Chief
Accounting Officer.)
August 10, 1995
14
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