FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 28, 1994
(Date of earliest event reported)
NATIONAL CITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 0-13585 35-1632155
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
227 Main Street, P.O. Box 868, Evansville, Indiana 47705-0868
(Address of principal executive offices)
Registrant's telephone number, including area code: 812-464-9800
Former name or former address, if changed since last report: N/A
Date of Report: January 5, 1995
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Pursuant to Section 13 or Section 15(b) of the Securities and
Exchange Act of 1934, Registrant hereby makes current report
regarding the following event:
ITEM 5. OTHER EVENTS.
On December 28, 1994, the Registrant and United
Financial Bancorp, Inc. (UNFB), parent corporation of
United Federal Savings Bank, Vincennes, Indiana,
announced that a definitive agreement has been reached
for the Registrant to acquire UNFB. The definitive
agreement conditions the transaction upon the
following: (1) the approval of all applicable
regulatory authorities; and (2) the approval of the
shareholders of UNFB.
The closing date of this acquisition is
anticipated to be during the third quarter of 1995.
This acquisition is to be structured as a tax-free
exchange and is to be accounted for under the pooling-
of-interests method.
UNFB is a publicly traded holding company (NASDAQ
symbol "UNFB") incorporated under the laws of the State
of Delaware and reporting under Section 13 or 15(d)
of the Securities and Exchange Act of 1934. As of
September 30, 1994, UNFB reported assets of
$111,167,000 and shareholders' equity of $11,979,000.
It operates banking offices in Vincennes and Princeton,
Indiana, and a mortgage origination office in
Evansville. United Federal Savings Bank also owns a
financial services subsidiary, UniFed, Inc., which
offers a broad range of insurance and investment
products.
The definitive agreement provides for the exchange
of all UNFB common stock for the Registrant's common
stock as determined by an exchange ratio calculated by
dividing $44.40 per UNFB share by the average price of
the Registrant's common stock. The average price of
the Registrant's common stock will be based on the
weighted average of the per share high and low prices
as reported on the Nasdaq National Market System for
the 20 trading days prior to the closing of the merger
within a price range of $40.50 and $49.50. The
Registrant's common stock closed on December 27, 1994,
at $46.00. The total value of the transaction to UNFB
shareholders is $20,753,000, or 173 percent of
September 30, 1994, fully-diluted shareholders' equity.
The maximum number of shares of Registrant's common
stock which could be issued for this transaction is
512,420 shares, and the minimum is 419,252 shares.
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It is not anticipated that the Registrant will
elect to borrow funds in connection with this
acquisition. However, if the Registrant does elect to
borrow, the source of these funds will be the
Registrant's affiliate's correspondent banks.
There currently exists no material relationship
between the Registrant and United Financial Bancorp,
Inc., including any director, officer, or affiliate
relationships.
SIGNATURE
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 CITY BANCSHARES, INC.
Date: January 5, 1995 /s/ HAROLD A. MANN
Harold A. Mann
Secretary/Treasurer
