<PAGE>
UNITED STATES
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, 1997.
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 11, 1997
(Common stock,
$1.00 Stated value) 9,590,331
<PAGE>
NATIONAL CITY BANCSHARES, INC.
INDEX
PAGE NO.
PART I - FINANCIAL INFORMATION
Condensed consolidated statements of
financial position-
June 30, 1997, December 31, 1996,
and June 30, 1996 1
Condensed consolidated statements of income-
three months and six months ended
June 30, 1997 and 1996 2
Condensed consolidated statements of cash flows-
six months ended June 30, 1997 and 1996 3
Notes to condensed consolidated financial statements 6
Management's discussion and analysis of financial
condition and results of operations 9
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders 14
Item 6 - Exhibits and Reports on Form 8-K 15
SIGNATURES 15
<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
1997 1996 1996
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 36,870 $ 36,728 $ 35,241
Time deposits in banks 1,687 1,784 1,877
Securities held to maturity - 158,295 113,027
Securities available for sale 261,041 101,215 121,366
Nonmarketable equity securities 9,287 5,165 4,717
Federal funds sold 2,400 600 1,000
Loans 783,797 723,308 700,127
Less: Allowance for loan losses 6,317 6,275 5,281
- ----------------------------------------------------------------------------
Loans-net 777,480 717,033 694,846
Premises and equipment 26,700 21,797 16,417
Other real estate owned 207 66 264
Income earned but not collected 11,426 11,407 10,128
Other assets 17,898 14,996 9,649
- ----------------------------------------------------------------------------
TOTAL ASSETS $1,144,996 $1,069,086 $1,008,532
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
LIABILITIES
Deposits:
Noninterest-bearing demand $ 98,979 $ 112,709 $ 94,643
Interest-bearing savings and time 762,535 712,662 691,364
- ----------------------------------------------------------------------------
Total deposits 861,514 825,371 786,007
Federal funds purchased and securities
sold under agreements to repurchase 61,908 64,294 46,746
Notes issued to the U.S. Treasury 4,552 1,721 2,681
Other borrowings 86,564 49,706 47,884
Dividends payable 1,485 1,512 1,453
Accrued interest payable 4,086 4,032 3,896
Other liabilities 7,617 4,739 4,742
- ----------------------------------------------------------------------------
Total liabilities 1,027,726 951,375 893,409
- ----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SHAREHOLDERS' EQUITY
<S> <C> <C> <C> <C> <C> <C>
Common stock - $1.00 stated value 9,233 9,435 9,072
6/30/97 12/31/96 6/30/96
---------- ---------- ----------
Authorized 20,000,000 20,000,000 20,000,000
Outstanding 9,232,906 9,435,432 9,072,409
Capital surplus 49,303 56,457 46,746
Retained earnings 57,747 51,780 59,962
Unrealized gain(loss) on securities
available for sale 987 39 (657)
- ----------------------------------------------------------------------------
Total shareholders' equity 117,270 117,711 115,123
- ----------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,144,996 $1,069,086 $1,008,532
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
</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
- ----------------------------------------------------------------------------
1997 1996 1997 1996
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $17,478 $15,488 $33,843 $30,827
Interest and dividends on securities 4,086 3,620 8,101 7,238
Interest on federal funds sold 38 54 75 163
Interest on other investments 34 38 65 99
- ----------------------------------------------------------------------------
Total interest income 21,636 19,200 42,084 38,327
- ----------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits 8,019 7,308 15,582 14,766
Interest on funds borrowed 1,843 1,150 3,327 2,083
- ----------------------------------------------------------------------------
Total interest expense 9,862 8,458 18,909 16,849
- ----------------------------------------------------------------------------
NET INTEREST INCOME 11,774 10,742 23,175 21,478
Provision for loan losses 183 205 504 521
- ----------------------------------------------------------------------------
Net interest income after
provision for loan losses 11,591 10,537 22,671 20,957
- ----------------------------------------------------------------------------
NONINTEREST INCOME
Trust income 357 486 783 859
Service charges on deposit accounts 922 817 1,790 1,580
Securities gains (losses) 154 9 619 23
Other 846 597 1,542 1,198
- ----------------------------------------------------------------------------
Total noninterest income 2,279 1,909 4,734 3,660
- ----------------------------------------------------------------------------
NONINTEREST EXPENSE
Salaries and employee benefits 4,087 3,725 8,204 7,466
Premises and equipment 974 925 1,985 1,896
Assessments of the FDIC 46 55 78 109
Other 2,261 1,757 4,310 3,377
- ----------------------------------------------------------------------------
Total noninterest expense 7,368 6,462 14,577 12,848
- ----------------------------------------------------------------------------
Income before income taxes 6,502 5,984 12,828 11,769
Income taxes 1,920 2,015 3,878 4,030
- ----------------------------------------------------------------------------
NET INCOME $ 4,582 $ 3,969 $ 8,950 $ 7,739
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Earnings per share:
Primary $0.48 $0.41 $0.94 $0.80
Fully diluted $0.48 $0.41 $0.94 $0.80
Weighted average shares outstanding:
Primary 9,444,417 9,559,772 9,488,085 9,646,950
Fully diluted 9,466,281 9,559,772 9,499,632 9,646,950
</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
- ---------------------------------------------------------------------------
1997 1996
- ---------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 8,950 $ 7,739
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization 202 310
Depreciation 987 853
Provision for loan losses 504 521
Writedown of other real estate owned 87 31
Securities (gains) losses (619) (23)
Originations of loans held for sale (7,974) (12,353)
Proceeds from sales of loans held for sale 8,084 12,452
(Gain) loss on sales of loans held for sale (110) (99)
(Gain) loss on sale of premises and equipment (8) (8)
(Gain) loss on sale of other real estate owned 1 1
Increase (decrease) in deferred taxes 322 191
Changes in assets and liabilities:
(Increase) decrease in income earned but not collected 165 113
(Increase) decrease in other assets (401) (1,334)
Increase (decrease) in accrued interest payable (181) 334
Increase (decrease) in other liabilities 1,683 510
- ---------------------------------------------------------------------------
Net cash flows provided by operating activities 11,692 9,238
- ---------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest-bearing time
deposits in banks 97 3,146
Proceeds from matured securities held to maturity 6,761 3,909
Proceeds from matured securities available for sale 25,377 37,194
Proceeds from sales of securities held to maturity 3,509 -
Proceeds from sales of securities available for sale 13,522 -
Proceeds from sales of nonmarketable equity securities 803 -
Purchases of securities held to maturity (26,321) (27,023)
Purchases of securities available for sale (19,775) (12,875)
Purchases of nonmarketable equity securities (4,152) (762)
(Increase) decrease in federal funds sold (850) 420
(Increase) decrease in loans made to customers (23,522) (36,427)
Capital expenditures (5,200) (2,543)
Proceeds from sale of premises and equipment 14 7
Proceeds from sale of other real estate owned 140 109
Purchase of subsidiary, net of cash and cash
equivalents acquired (5,846) -
- ---------------------------------------------------------------------------
Net cash flows provided by (used in)
investing activities (35,443) (34,845)
- ---------------------------------------------------------------------------
</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
- ---------------------------------------------------------------------------
1997 1996
- ---------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits $ 983 $ 11,287
Net increase (decrease) in federal funds
purchased and securities sold under
agreements to repurchase (2,386) (6,083)
Net proceeds (payments) in notes issued to
the U.S. Treasury 2,831 (88)
Proceeds from other borrowings 84,925 29,023
Payments on other borrowings (52,094) (1,548)
Dividends paid (3,010) (2,317)
Repurchase of common stock (8,722) (9,094)
Sale of common stock 851 724
Proceeds from exercise of stock options 515 -
- ---------------------------------------------------------------------------
Net cash flows provided by (used in)
financing activities 23,893 21,904
- ---------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 142 (3,703)
Cash and cash equivalents at beginning of period 36,728 38,944
- ---------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 36,870 $ 35,241
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
</TABLE>
(Continued on next page)
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
- ---------------------------------------------------------------------------
1997 1996
- ---------------------------------------------------------------------------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ 19,090 $16,516
Income taxes 3,474 4,467
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCIAL ACTIVITIES
Change in allowance for unrealized gain
(loss) on securities available for sale $ 1,578 $ 1,586
Increase (decrease) in deferred taxes
attributable to securities available for sale (630) (624)
Transfer of securities from held to maturity to
available for sale 174,616 -
Other real estate acquired in settlement of loans 344 22
Dividends declared not yet paid 1,485 1,453
Purchase of subsidiary:
Purchase price $ 6,797
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Assets acquired:
Cash and cash equivalents $ 951
Securities 3,029
Federal funds sold 950
Loans 37,773
Premises and equipment 698
Income earned but not collected 184
Other real estate owned 25
Other assets 2,852
Liabilities assumed:
Deposits (35,160)
Other borrowings (4,027)
Accrued interest payable (235)
Deferred taxes payable (34)
Other liabilities (209)
- ---------------------------------------------------------------------------
$ 6,797
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
</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
The accompanying unaudited condensed consolidated financial statements
include the accounts of National City Bancshares, Inc. and its
subsidiaries (collectively, the "Corporation"). At June 30, 1997, the
Corporation owned 100% of nine commercial bank subsidiaries, one
savings bank subsidiary, a leasing corporation, a property management
company, and a financial services company. All significant
intercompany transactions are eliminated in consolidation.
The financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC"). While
the financial statements 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. Pursuant to
SEC rules, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted from
these financial statements unless significant changes have taken place
since the end of the most recent fiscal year. The accompanying
financial statements and notes thereto should be read in conjunction
with the Corporation's financial statements and notes for the year
ended December 31, 1996 included in the Corporation's Annual Report on
Form 10-K as filed with the SEC.
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>
6/30/97 12/31/96
---------------------------------------------------------------
<S> <C> <C>
Standby letters of credit $ 10,226,000 $ 14,776,000
Commitments to extend credit $116,628,000 $103,299,000
</TABLE>
6
<PAGE>
NOTE 3
A five percent stock dividend was paid December 9, 1996, to
shareholders of record November 25, 1996. A two-for-one stock split
was issued April 19, 1996, to shareholders of record April 8, 1996.
All weighted average shares and per share data presented herein have
been restated for the effects of this stock dividend and stock split.
NOTE 4
On March 1, 1997, the Corporation acquired First Federal Savings Bank
of Leitchfield, a $43 million savings bank located in Leitchfield,
Kentucky. This acquisition was accounted for as a purchase, and the
results of operations of First Federal Savings Bank of Leitchfield
since the acquisition have been included in the financial statements.
The excess of the acquisition cost over the fair value of net assets
acquired in the amount of $2,807,000 will be amortized over 25 years
using the straight-line method.
NOTE 5
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings per Share." SFAS 128 requires the presentation of both
basic earnings per share and diluted earnings per share. Basic
earnings per share will be computed by dividing net income by the
weighted-average number of common shares outstanding. Diluted
earnings per share will be computed in the same manner currently used
by the Corporation in computing fully diluted earnings per share.
SFAS 128 will be effective for financial statements issued for periods
ending after December 15, 1997. If SFAS 128 had been in effect during
the period ending June 30, 1997, the following per share amounts would
have been reported:
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30 Ended June 30
-----------------------------------------------------------
<S> <C> <C>
Basic earnings per share $0.49 $0.95
Diluted earnings per share 0.48 0.94
</TABLE>
7
<PAGE>
NOTE 6
On July 31, 1997, the Corporation acquired Bridgeport Bancorp, Inc.
("BBI"), Bridgeport, Illinois, in exchange for 374,986 shares of its
common stock. BBI provides banking services to the Bridgeport area
through its banking subsidiary, First National Bank of Bridgeport. At
June 30, 1997, First National Bank of Bridgeport had total assets of
$40 million, total loans of $22 million, and total deposits of $33
million. The transaction is being accounted for as a pooling of
interests.
On August 6, 1997, the Corporation entered into an agreement for the
acquisition by merger of Fourth First Bancorp ("Fourth First"),
Huntingburg, Indiana, a one bank holding company for the First Bank of
Huntingburg, an approximately $106 million bank located in
Huntingburg, Indiana. The Corporation will issue shares of its common
stock in exchange for all the outstanding common shares of Fourth
First. The transaction, which is subject to shareholder and
regulatory approval, is expected to be accounted for as a pooling of
interests.
8
<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, 1997, was $4,582,000, or
$0.48 per share, compared to $3,969,000, or $0.41 per share, for the
second quarter of 1996. This is an increase of $613,000, or 15.4
percent, in net income. For the first six months of 1997, net income
was $8,950,000, or $0.94 per share, compared to $7,739,000, or $0.80
per share, for the first six months of 1996, an increase of
$1,211,000, or 15.7 percent, in net income. The weighted average
number of shares outstanding was 9,444,417 and 9,488,085 for the three
and six months, respectively, ended June 30, 1997, compared to
9,559,772 and 9,646,950 during the like periods last year. Stock has
been repurchased by the Corporation for the dividend reinvestment
program and for the stock repurchase programs announced January 3,
1996 and December 23, 1996.
NET INTEREST INCOME
For the first six months of 1997, net interest income increased
$2,595,000, or 11.5 percent, on a tax equivalent basis, from the same
period last year. Net interest income in the second quarter of 1997
increased $1,506,000, or 13.3 percent, on a tax equivalent basis, from
the year-ago quarter. For the first six months of 1997 and 1996,
average earning assets were $1,027 million and $926 million,
respectively. Average earning assets were $1,050 million and $930
million, an increase of $119 million, or 12.8 percent, during the
second quarters of 1997 and 1996, respectively. Average loans
increased $84 million, or 12.3 percent, and average securities
increased $35 million, or 14.5 percent, for the quarter.
The growth in net interest income was due to an increase in average
earning assets. Total interest income increased $4,655,000, or 11.8
percent, on a tax equivalent basis, during the first six months of
1997 from the same period of 1996, compared to a $2,060,000, or 12.2
percent increase in total interest expense. The increase in interest
income resulted from increased average earning assets.
The net interest margin increased to 4.90 percent for the second
quarter of 1997, compared to 4.89 percent during the year-ago quarter
and to 4.94 percent for the first six months of 1997 from 4.90 percent
during the same period last year.
9
<PAGE>
UNDERPERFORMING ASSETS
Listed below is a two-year comparison of underperforming assets.
<TABLE>
<CAPTION>
6/30/97 6/30/96
---------------------------------------------------------------
<S> <C> <C>
Nonaccrual loans $2,230,000 $2,260,000
Restructured loans 75,000 136,000
90 days past due loans 1,596,000 1,238,000
---------------------------------------------------------------
Total underperforming loans 3,901,000 3,634,000
Nonaccrual securities:
Agency-issued CMO 24,000 37,000
Other real estate held 207,000 264,000
---------------------------------------------------------------
Total underperforming assets $4,132,000 $3,935,000
---------------------------------------------------------------
---------------------------------------------------------------
</TABLE>
Past due 90 days or more, nonaccrual, and renegotiated loans were 0.5
percent of total loans at June 30, 1997, and June 30, 1996. Of the
loans in this category, 49.7 and 35.1 percent were secured by real
estate at June 30, 1997 and 1996, respectively. Potential problem
loans, other than underperforming loans, amounted to $36,728,000 at
June 30, 1997 and $31,620,000 at June 30, 1996.
PROVISION FOR LOAN LOSSES
Net charge-offs amounted to $392,000 during the second quarter and
$628,000 during the first six months of 1997, compared to $403,000
during the second quarter and $563,000 during the first six months of
1996.
The provision for loan losses during the first six months of 1997 was
$504,000 compared to $521,000 from the comparable year-ago period.
The provision is based on the quarterly review of the allowance for
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, 1997, management considered the reserve for loan losses
adequate to provide for potential losses.
NONINTEREST INCOME
Noninterest income for the second quarter of 1997 increased $370,000,
or 19.4 percent, and for the first six months of 1997 increased
$1,074,000, or 29.3 percent, from the year-ago periods. Trust income
decreased $76,000, or 8.9 percent, for the first six months of 1997.
Service charges on deposit accounts increased $210,000, or 13.3
percent, from the year ago period due to changes in fee schedules.
Net securities gains were $619,000 for the first six months of 1997,
compared to $23,000 for the same period 1996. Other noninterest
income increased $344,000, or 28.7 percent, during 1997, primarily due
to the implementation of new fees.
10
<PAGE>
NONINTEREST EXPENSE
Noninterest expense increased $906,000, or 14.0 percent, and
$1,729,000, or 13.5 percent, in the second quarter and the first six
months of 1997, respectively. Salaries and employee benefits
increased $362,000, or 9.7 percent, for the second quarter and
$738,000 or 9.9 percent, for the first six months of 1997. Expenses
of premises and equipment increased $49,000, or 5.3 percent, in the
second quarter and $89,000, or 4.7 percent, for the first six months
of 1997. The cost of federal deposit insurance decreased $9,000, or
16.4 percent, for the second quarter and $31,000, or 28.4 percent, for
the first six months of 1997, respectively, due to a lower premium
rate. Other items in this category increased $933,000, or 27.6
percent for the first six months of 1997. This increase was mainly
due to acquisitions accounted for under the purchase method.
FINANCIAL POSITION ANALYSIS
Cash and cash equivalents increased $1,629,000, or 4.6 percent, and
interest-bearing time deposits in banks decreased $190,000, or 10.1
percent, during the past year. Federal funds sold increased
$1,400,000, or 140.0 percent.
Securities increased $31,218,000, or 13.1 percent, during the past
year. The largest increase was in nontaxable municipals which
increased $66,286,000, or 79.9 percent. Nonmarketable equity
securities increased $4,570,000, or 96.9 percent, due to the purchase
of additional stock in Federal Home Loan Banks. Taxable municipals
increased $189,000, or 6.3 percent. Decreases were noted in U.S.
Government agencies which decreased $19,775,000, or 17.7 percent;
other debt securities which decreased $13,887,000, or 68.5 percent;
U. S. Treasury securities which decreased $8,705,000, or 54.0 percent;
and marketable equity securities which decreased $189,000, or 11.6
percent. The market value adjustment on securities available for sale
at June 30, 1997, was an unrealized gain of $1,638,000, reflecting an
increase of $2,729,000, from an unrealized loss of $1,091,000 at June
30, 1996.
On March 31, 1997, the Corporation transferred $174,616,000 of
securities classified as held to maturity to the available for sale
category. In accordance with the requirements of Statement of
Financial Accounting Standards No. 115, these securities are now
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.
Amortized cost and fair values of securities at June 30, 1997, with
dollar amounts in thousands are on the following page:
11
<PAGE>
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 $ 42,407 $ 267 $ 85 $ 42,589
Taxable municipals 3,210 41 26 3,225
Tax-exempt municipals 149,244 2,356 616 150,984
Corporate securities 6,366 45 7 6,404
Mortgage-backed securities 56,740 261 432 56,569
Marketable equity
securities 1,436 2 168 1,270
- ----------------------------------------------------------------------
Total available for sale $259,403 $2,972 $1,334 $261,041
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
</TABLE>
At June 30, 1997, the security portfolio included $2,296,000 in
structured notes, which were comprised of $997,000 in an indexed
amortizing note; $699,000 in ratchet capped floating rate notes;
$500,000 in a delevered floating note; and $100,000 in a capped
floating rate note. These securities have risk characteristics which
are well within the constraints of the non-structured securities held
in the security portfolio.
As part of its strategic plan, the Corporation successfully increased
total loans while maintaining competitive rates. Loans increased
$83,670,000, or 12.0 percent, during the past year. All types of
loans increased with the largest increase noted in loans secured by
real estate, which increased $70,236,000, or 20.2 percent. Direct
lease financing increased $4,492,000, or 33.8 percent; commercial
loans increased $3,021,000, or 1.8 percent; consumer loans increased
$2,221,000, or 1.6 percent; and agricultural loans increased $710,000,
or 2.5 percent. All other loans increased $2,990,000, or 26.5
percent.
Other real estate owned decreased $57,000, or 21.6 percent, from June
30, 1996.
Total deposits have increased $75,507,000, or 9.6 percent since June
30, 1996. Noninterest-bearing deposits increased $4,336,000, or 4.6
percent, during the past year, and interest-bearing deposits increased
$71,171,000, or 10.3 percent, during this period.
12
<PAGE>
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 6/30/97 6/30/96
-------------------------------------------------------------
<S> <C> <C> <C>
Tier I capital to
risk-based assets 4.00% 13.40% 15.96%
Total capital to
risk-based assets 8.00% 14.19% 16.71%
Tangible equity to
tangible assets 3.00% 9.42% 11.18%
</TABLE>
13
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
DATE OF MEETING
The Annual Meeting of Shareholders was held April 15, 1997.
MATTERS VOTED UPON
(1) Three 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:
Susanne R. Emge
FOR 7,120,434 WITHHELD AUTHORITY 54,124
Robert A. Keil
FOR 7,124,380 WITHHELD AUTHORITY 51,063
Laurence R. Steenberg
FOR 7,123,585 WITHHELD AUTHORITY 50,973
There were 326,836 broker non-votes.
(2) 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, 1997. The results of the vote ratifying the appointment
were:
FOR 7,118,238 AGAINST 7,141 WITHHELD 49,474
There were 326,836 broker non-votes.
14
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
The following exhibits are submitted herewith:
3(ii) By-Laws of the Registrant, as amended May 21, 1997
11 Statement re Computation of Per Share Earnings
27 Financial Data Schedule (Electronic Filing Only)
REPORTS ON FORM 8-K
NONE
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 13, 1997
15
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
- -------------- --------------------------------------------------
3(ii) By-Laws of the Registrant, as amended May 21, 1997
11 Statement re Computation of Per Share Earnings
27 Financial Data Schedule (Electronic Filing Only)
16
<PAGE>
<PAGE>
EXHIBIT 3(ii)
BY-LAWS
OF
NATIONAL CITY BANCSHARES, INC.
ARTICLE I
Offices
Section 1. Principal Office. The principal office of the
corporation shall be at such place in the City of Evansville,
Indiana, as may be designated from time to time by the Board of
Directors.
Section 2. Other Offices. The corporation shall also have
offices at such other places without, as well as within, the State of
Indiana, as the Board of Directors may from time to time determine.
ARTICLE II
Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of the
shareholders of this corporation for the purpose of fixing or
changing the number of Directors of the corporation, electing
Directors and transacting such other business as may come before the
meeting, shall be held at such time as may be designated by the Board
of Directors, but not later than April 30th of each year.
Section 2. Special Meetings. Special meetings of the
shareholders may be called at any time by the Chairman of the Board
of Directors, President, or a majority of the Board of Directors
acting with or without a meeting, or the holder or holders of
one-fourth of all shares outstanding and entitled to vote thereat.
Section 3. Place of Meetings. Meetings of shareholders shall
be held at the office of the corporation in the City of Evansville,
Indiana, unless the Board of Directors decides that a meeting shall
be held at some other place within or without the State of Indiana
and causes the notice thereof to so state.
Section 4. Notice of Meetings. Unless waived, a written,
printed, or typewritten notice of each annual or special meeting
stating the date, hour, and place and the purpose or purposes thereof
shall be served upon or mailed to each shareholder of record (a) as
of the day next preceding the date on which notice is given or (b) if
a record date therefor is duly fixed, as of said date. Such notice
shall be given not more than thirty (30) days, nor less than ten (10)
days before any such meeting. If mailed, it shall be directed to a
shareholder at his address as the name appears upon the records of
the corporation.
1
<PAGE>
All notices with respect to any shares of record in the names of
two or more persons may be given to whichever of such persons is
named first on the books of the corporation and notice so given shall
be effective as to all the holders of record of such shares.
Every person who by operation of law, transfer, or otherwise
shall become entitled to any share or right or interest therein,
shall be bound by every notice in respect of such share which, prior
to his name and address being entered upon the books of the
corporation as the registered holder of such share, shall have been
given to the person in whose name such share appeared of record.
Section 5. Waiver of Notice. Any shareholder, either before or
after any meeting, may waive any notice required to be given by law
or under these By-Laws; and whenever all of the shareholders entitled
to vote shall meet in person or by proxy and consent to holding a
meeting, it shall be valid for all purposes without call or notice,
and at such meeting any action may be taken.
Section 6. Quorum. At any meeting for the determination of the
number of directors, or the election of directors, or for the
consideration and action upon reports, required to be laid before
such meeting, provided that at least one-third of the voting power of
the corporation is present in person or represented by proxy, then
the shareholders present in person or by proxy shall constitute a
quorum.
At any meeting called for any other purpose, the holders of
shares entitling them to exercise a majority of the voting power of
the corporation, present in person or represented by proxy, shall
constitute a quorum, except when a greater proportion is required by
law, the Articles of Incorporation or these By-Laws.
At any meeting at which a quorum is present, all questions and
business which shall come before the meeting shall be determined by
the vote of the holders of a majority of such voting shares as are
represented in person or by proxy, except when a greater proportion
is required by law or the Articles of Incorporation.
At any meeting, whether a quorum is present or not, the holders
of a majority of the voting shares represented by shareholders
present in person or by proxy may adjourn from time to time and from
place to place without notice other than by announcement at the
meeting. At any such adjourned meeting at which a quorum is present,
any business may be transacted which might be transacted at the
meeting as originally notified or held.
Section 7. Proxies. Any shareholder of record who is entitled
to attend a shareholders' meeting, or to vote thereat or to assent or
give consents in writing, shall be entitled to be represented at such
meetings or to vote thereat or to assent or give consents in writing,
as the case may be, or to exercise any other of his rights, by proxy
or proxies appointed by a writing signed by such shareholder, which
need not be sealed, witnessed or acknowledged.
2
<PAGE>
A telegram, cablegram, wireless message or photogram appearing
to have been transmitted by a shareholder, or a photograph,
photostatic or equivalent reproduction of a writing appointing a
proxy or proxies shall be a sufficient writing.
No appointment of a proxy shall be valid after the expiration of
eleven (11) months after it is made, unless the writing specifies the
date on which it is to expire or the length of time it is to continue
in force.
Unless the writing appointing a proxy or proxies otherwise
provides:
(1) Each and every proxy shall have the power of substitution,
and when three (3) or more persons are appointed, a majority of them
or their respective substitutes may appoint a substitute or
substitutes to act for all;
(2) if more than one proxy is appointed, then (a) with respect
to voting or giving consents at a shareholders' meeting, a majority
of such proxies as attend the meeting, or if only one attends then
that one may exercise all the voting and consenting authority
thereat; and if an even number attend and a majority do not agree on
any particular issue, each proxy so attending shall be entitled to
exercise such authority with respect to an equal number of shares;
(b) with respect to exercising any other authority, a majority may
act for all;
(3) A writing appointing a proxy shall not be revoked by the
death or incapacity of the maker unless before the vote is taken or
the authority granted is otherwise exercised, written notice of such
death or incapacity is given to the corporation by the executor or
the administrator of the estate of such maker or by the fiduciary
having control of the shares in respect of which the proxy was
appointed;
(4) The presence of a shareholder at a meeting shall not
operate to revoke a writing appointing a proxy. A shareholder,
without affecting any vote previously taken, may revoke such writing
not otherwise revoked by giving notice to the corporation in writing
or in open meeting.
Section 8. Voting. At any meeting of shareholders, each
shareholder of the corporation shall, except as otherwise provided by
law or by the Articles of Incorporation or by these By-Laws be
entitled to one vote in person or by proxy for each share of the
corporation registered in his name on the books of the corporation
(1) on the date fixed by the Board of Directors as the record date of
ownership, or (2) if no such record date shall have been fixed, then
at the time of such meeting.
3
<PAGE>
Section 9. Financial Reports. At the annual meeting of
shareholders, or the meeting held in lieu thereof, there shall be
laid before the shareholders a financial statement consisting of:
(1) a balance sheet containing a summary of the assets, liabilities,
stated capital, and surplus (showing separately any capital surplus
arising from unrealized appreciation of assets, other capital
surplus, and earned surplus) of the corporation as of a date not more
than four (4) months before such meeting; if such meeting is an
adjourned meeting, said balance sheet may be as of a date not more
than four (4) months before the date of the meeting as originally
convened; and (2) a statement of profit and loss of surplus,
including a summary of profits, dividends paid, and other changes in
the surplus accounts of the corporation for the period commencing
with the date marking the end of the period for which the last
preceding statement of profit and loss under this section was made
and ending with the date of said balance sheet.
An opinion signed by the Chairman of the Board of Directors, or
the President and the Treasurer or an Assistant Treasurer, or by a
public accountant or firm of public accountants, shall be appended to
such financial statement, stating that the financial statement
presents fairly the corporation's financial position and the results
of its operations in conformity with generally accepted accounting
principles applied on a basis consistent with that of the preceding
period, or such other opinion as in accordance with sound accounting
practice.
Section 10. Action Without Meeting. Any action which may be
authorized or taken at any meeting of shareholders may be authorized
or taken without a meeting in a writing or writings signed by all of
the holders of shares who would be entitled to notice of a meeting of
the shareholders held for such purpose. Such writing or writings
shall be filed with or entered upon the records of the corporation.
ARTICLE III
Directors
Section 1. Number of Directors. The number of Directors of the
corporation shall be no less than five (5) and no more than
twenty-five (25). The number of Directors to be elected shall be
fixed at the annual meeting of shareholders.
In any year between annual meetings of shareholders, the Board
of Directors may by vote of a majority of the full Board choose to
increase the number of the members of the Board of Directors and
appoint Directors to fill the vacancies so created, but such an
increase in members of the Board of Directors shall not exceed the
creation of four (4) seats.
4
<PAGE>
Section 2. Election and Term of Directors. All Directors of
the corporation shall be elected as a group at the 1985 Annual
Shareholders' Meeting. Directors elected at the 1985 Annual
Shareholders' Meeting will serve until the corporation's Annual
Shareholders' Meeting in 1986. At the 1986 Annual Shareholders'
Meeting the Directors shall be divided into three classes: Class I,
Class II, and Class III, Classes I and II being comprised of five (5)
members of the Board of Directors, and Class III being comprised of
four (4) members of the Board of Directors. The term of office of
the initial Class I Directors shall expire at the annual meeting of
shareholders in 1987, the term of office of the initial Class II
Directors shall expire at the annual meeting of shareholders in 1988,
and the term of office of the initial Class III Directors shall
expire at the annual meeting of shareholders in 1989, or thereafter
in each case when their respective successors are elected and have
qualified. At each annual election held after classification of
Directors, the Directors chosen to succeed those whose terms then
expire shall be identified as being of the same Class as the
Directors they succeed and shall be elected for a term expiring at
the third succeeding annual meeting or thereafter when their
respective successors in each case are elected and have qualified.
If the number of Directors is changed, any increase or decrease in
Directors shall be apportioned among the Classes so as to maintain
all Classes as nearly equal in number as possible, and any
additional Director to any Class shall hold office for a term which
shall coincide with the terms of such Class. Upon the effectiveness
of this provision, the Board of Directors is authorized to take such
steps as are necessary to implement these provisions.
Section 3. Vacancies. Vacancies in the Board of Directors,
including a vacancy resulting from an increase in the number of
directors, may be filled by the remaining members of the Board of
Directors, whether or not such remaining directors constitute a
quorum of the Board. A vacancy that will occur at a specific later
date by reason of a resignation effective at a later date may be
filled before the vacancy occurs but the new director may not take
office until the vacancy occurs.
Section 4. Meetings of the Board. A meeting of the Board of
Directors shall be held immediately following the adjournment of each
shareholder's meeting at which Directors are elected, and notice of
such meeting need not be given.
The Board of Directors may, by By-Laws or resolution, provide
for other meetings of the Board.
Special meetings of the Board of Directors may be held at any
time upon call of the Chairman of the Board of Directors, the
President, or 25% or greater of the members of the Board of
Directors.
5
<PAGE>
Notice of any special meeting of the Board of Directors shall be
mailed to each Director, addressed to him at his residence or usual
place of business, at least five (5) days before the date on which
the meeting is to be held, or shall be sent to him at such place by
telegraph, cable, radio or wireless, or be given personally or by
telephone, not later than the date before the day on which the
meeting is to be held. Every such notice shall state the time and
place of the meeting but need not state the purposes thereof. Notice
of any meeting of the Board need not be given to any director,
however, if waived by him in writing or by telegraph, cable, radio,
wireless, or telephonic communication whether before or after such
meeting is held, or if he shall be present at such meeting; and any
meeting of the Board shall be a legal meeting without any notice
thereof having been given, if all the Directors shall be present
thereat.
Meetings of the Board shall be held at the principal office of
the corporation or at such other place, within or without the State
of Indiana, as the Board may determine from time to time and as may
be specified in the notice thereof. Meetings of the Board of
Directors may also be held by the utilization of simultaneous
telephonic communications linking all directors present at such
meetings, and all such business conducted via such telephonic
communication shall be considered legally enforceable by the
corporation.
Section 5. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, provided that
whenever less than a quorum is present at the time and place
appointed for any meeting of the Board, a majority of those present
may adjourn the meeting from time to time, without notice other than
by announcement at the meeting, until a quorum shall be present.
Section 6. Action Without Meeting. Any action which may be
authorized or taken at a meeting of the Directors may be authorized
or taken without a meeting in a writing or writings signed by all the
Directors, which writing or writings shall be filed with or entered
upon the records of the corporation.
Section 7. Compensation. The Directors, as such, shall not
receive any salary for their services, but by resolution of the
Board, a fixed sum and expenses of attendance, if any, may be allowed
for attendance at each regular or special meeting of the Board;
provided that nothing herein contained shall be construed to preclude
any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of the executive committee
or of any standing or special committee may by resolution of the
Board be allowed such compensation for their services as the Board
may deem reasonable, and additional compensation may be allowed to
Directors for special services rendered.
Section 8. Retirement. Members of the Board of Directors shall
be required to retire from service on the Board of Directors at the
end of the month in which he or she reaches the age of 72 years.
6
<PAGE>
Section 9. Nominations. Nominations for the election of
Directors may be made by the Board of Directors or by any shareholder
entitled to vote in the election of Directors. However, any
shareholder entitled to vote in the election of Directors at a
meeting may nominate a Director only if written notice of such
shareholder's intent to make such nomination or nominations has been
given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation not later than (a) with
respect to an election to be held at an Annual Meeting of
Shareholders, ninety (90) days in advance of the date in the current
year, corresponding to the date of the previous year's annual meeting
at which Directors were elected, and (b) with respect to an election
to be held at a Special Meeting of Shareholders for the election of
Directors, the close of business on the seventh (7th) day following
the date on which notice of such meeting is first given to
shareholders. Each such notice shall set forth (a) the name and
address of the shareholder who intends to make the nomination and of
the person or persons to be nominated, (b) a representation that the
shareholder is a holder of record of shares of the Corporation
entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or person specified in
the notice, (c) a description of all arrangements or understandings
between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder, (d) such
other information regarding each nominee proposed by such shareholder
as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission
had the nominee been nominated, or intended to be nominated, by the
Board of Directors, and (e) the consent of each nominee to serve as a
Director of the Corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not
made in compliance with the foregoing procedure.
ARTICLE IV
Committees
Section 1. Committees. The Board of Directors may by
resolution provide for such standing or special committees as it
deems desirable, and discontinue the same at pleasure. Each such
committee shall have such powers and perform such duties, not
inconsistent with law, as may be delegated to it by the Board of
Directors. Vacancies in such committees shall be filled by the Board
of Directors or as it may provide.
Section 2. Ex-Officio Member. The Chief Executive Officer of
the Company shall be a member ex-officio, of all Committees appointed
by the Board of Directors, excepting the Audit Committee, Committees
that shall consist solely of outside directors, and such other
Committees as the Board of Directors may designate by resolution from
time to time.
7
<PAGE>
ARTICLE V
Officers
Section 1. General Provisions. The Board of Directors shall
elect a Chairman of the Board of Directors, a President, such number
of Vice Presidents as the Board may from time to time determine, a
Secretary, and a Treasurer. The Board of Directors may from time to
time create such officers as it may determine. The President and the
Chairman of the Board shall be, but the other officers need not be,
chosen from among the members of the Board of Directors. Any two or
more of such offices, other than that of President and Vice
President, Secretary and Assistant Secretary, or Treasurer and
Assistant Treasurer, may be held by the same person, but no officer
shall execute, acknowledge or verify any instrument in more than one
capacity.
Section 2. Term of Office. The officers of the corporation
shall hold office during the pleasure of the Board of Directors, and
unless sooner removed by the Board of Directors, until the
reorganization meeting of the Board of Directors following the date
of their election and until their successors are chosen and
qualified.
The Board of Directors may remove any officer at any time, with
or without cause, by a majority vote.
A vacancy in any office, however created, shall be filled by the
Board of Directors.
ARTICLE VI
Duties of Officers
Section 1. Chairman of the Board. The Chairman of the Board
shall preside at all meetings of the shareholders and Board of
Directors and shall be a member ex officio of all committees
appointed by the Board of Directors. The Chairman of the Board shall
serve as Chief Executive Officer and shall have such other powers and
duties as may be prescribed by the Board of Directors or prescribed
by the General Corporation Act.
Section 2. President. The President shall be the Chief
Administrative Officer of the corporation, and in the absence of the
Chairman of the Board, he shall preside at meetings of the
shareholders and Board of Directors, and shall carry out the general
executive powers conferred upon the Chairman. He shall have
authority to sign all certificates for shares and all deeds,
mortgages, bonds, contracts, notes and other instruments requiring
his signature, and shall have all the powers and duties prescribed by
the General Corporation Act and such others as the Board of Directors
may from time to time assign to him.
8
<PAGE>
Section 3. Vice Presidents. The Vice Presidents shall perform
such duties as are conferred upon them by these By-Laws or as may
from time to time be assigned to them by the Board of Directors, the
Chairman of the Board or the President. At the request of the
President, or in his absence or disability, the Vice President,
designated by the President (or in the absence of such designation,
the Vice President designated by the Board), shall perform all the
duties of the President, and when so acting, shall have all the
powers of the President. The authority of Vice Presidents to sign in
the name of the corporation all certificates for shares and
authorized deeds, mortgages, bonds, contracts, notes and other
instruments, shall be coordinate with like authority of the
President. Any one or more of the Vice Presidents may be designated
as an "Executive Vice President".
Section 4. Secretary. The Secretary shall keep minutes of all
the proceedings of the shareholders and Board of Directors, and shall
make proper record of the same, which shall be attested by him; sign
all certificates for shares, and all deeds, mortgages, bonds,
contracts, notes and other instruments executed by the corporation
requiring his signature; give notice of meetings of shareholders and
Directors; produce on request at each meeting of shareholders for the
election of Directors a certified list of shareholders arranged in
alphabetical order; keep such books as may be required by the Board
of Directors, and file all reports to States, to the Federal
Government, and to foreign countries; and perform such other and
further duties as may from time to time be assigned to him by the
Board of Directors, the Chairman of the Board or by the President.
Section 5. Treasurer. The Treasurer shall have general
supervision of all finances; he shall receive and have in charge all
money, bills, notes, deeds, leases, mortgages and similar property
belonging to the corporation, and shall do with the same as may from
time to time be required by the Board of Directors. He shall cause to
be kept adequate and correct accounts of the business transactions of
the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, stated capital, and shares,
together with such other accounts as may be required, and, upon the
expiration of his term of office, shall turn over to his successor or
to the Board of Directors all property, books, papers and money of
the corporation in his hands; and he shall perform such other duties
as from time to time may be assigned to him by the Board of
Directors.
Section 6. Assistant and Subordinate Officers. The Board of
Directors may appoint such assistant and subordinate officers as it
may deem desirable. Each such officer shall hold office during the
pleasure of the Board of Directors, and perform such duties as the
Board of Directors may prescribe.
The Board of Directors may, from time to time, authorize any
officer to appoint and remove assistant and subordinate officers, to
prescribe their authority and duties, and to fix their compensation.
9
<PAGE>
Section 7. Duties of Officers may be Delegated. In the absence
of any officer of the corporation, or for any other reason the Board
of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, the powers or duties, or any of them,
of such officer to any other officer, or to any Director.
ARTICLE VII
Stock and Stock Certificates
Section 1. Stock Certificates. Issued shares of the
corporation may be represented by certificates or be uncertificated
as determined from time to time by the Board of Directors.
Certificates for shares shall be in such form as shall be approved by
the Board of Directors. Such certificates shall be signed by the
Chairman of the Board of Directors or the President or a Vice
President or by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer of the corporation, which
certificates shall certify the number and class of shares held by the
shareholder in the corporation, but no certificate for shares shall
be delivered until such shares are fully paid. When such certificate
is countersigned by an incorporated transfer agent or registrar, the
signature of any of said officers of the corporation may be
facsimile, engraved, stamped or printed. Although any officer of the
corporation whose manual or facsimile signature is affixed to a share
certificate shall cease to be such officer before the certificate is
delivered, such certificate, nevertheless, shall be effective in all
respects when delivered.
Such certificate for shares shall be transferable in person or
by attorney, but, except as hereinafter provided in the case of lost,
mutilated or destroyed certificates, no transfer of shares shall be
entered upon the records of the corporation until the previous
certificate, if any, given for the same shall have been surrendered
and cancelled.
Section 2. Replacement of Lost, Destroyed, and Stolen
Certificates.
(a) Where the holder of a share certificate claims
that the certificate has been lost, destroyed or wrongfully
taken, the corporation shall issue a new certificate in
place of the original certificate if the owner so requests
before the corporation has notice that the share has been
acquired by a bona fide purchaser; and if the owner files
with the corporation a sufficient indemnity bond; and if
the owner satisfies any other reasonable requirements
imposed by the Board of Directors.
10
<PAGE>
(b) Transfer of Certificated Shares Before
Replacement. When a share certificate has been lost,
apparently destroyed or wrongfully taken and the owner
fails to notify the corporation of the fact within a
reasonable time after he has notice of it, and the
corporation registers a transfer of the share represented
by the security before receiving such a notification, the
owner is precluded from asserting against the corporation
any claim for registering the transfer or any claim to a
new security.
(c) Transfer of Certificated Shares After
Replacement. If, after the issue of a new certificate as a
replacement for a lost, destroyed or wrongfully taken
certificate, a bona fide purchaser of the original
certificate presents it for registration of transfer, the
corporation must register the transfer unless registration
would result in over-issue. In addition to any rights on
the indemnity bond, the corporation may recover the new
share certificate from the person to whom it was issued or
any person taking under him except a bona fide purchaser.
Section 3. Uncertificated Shares.
(a) With regard to uncertificated shares, within a
reasonable time after shares are purchased, a written
statement shall be given by the corporation stating the
name of the person to whom issued, the number of shares
purchased, and the total number of shares being held
uncertificated.
(b) Upon receipt of a transfer instruction originated
by the registered owner or other appropriate person, the
uncertificated stock shall be cancelled and an equivalent
certificated evidence of ownership of such shares of stock
shall be issued. All transfers of uncertificated shares of
stock on the transfer books of the corporation shall be in
accordance with the provisions of IC 26-1-8 as it pertains
to uncertificated securities.
(c) The transfer instruction shall be an order to the
corporation requesting the transfer of the uncertificated
shares of stock and must include the name and address of
the Transferee, the number of shares to be transferred and
the social security number or federal taxpayer
identification number of the Transferee.
Section 4. Registered Stockholders. A person in whose name
shares are of record on the books of the corporation shall
conclusively be deemed the qualified owner thereof for all purposes
and to have capacity to exercise all rights of ownership. Neither
the corporation nor any transfer agent of the corporation shall be
bound to recognize any equitable interest in or claim to such shares
on the part of any other person, whether disclosed upon such
certificate or otherwise, nor shall they be obliged to see to the
execution of any trust or obligation.
11
<PAGE>
ARTICLE VIII
Fiscal Year
The fiscal year of the corporation shall end on the 31st day of
December in each year, or on such other day as may be fixed from time
to time by the Board of Directors.
ARTICLE IX
Seal
The Board of Directors may, in its discretion, provide a
suitable seal containing the name of the corporation. If deemed
advisable by the Board of Directors, duplicate seals may be provided
and kept for the purposes of the corporation.
ARTICLE X
Amendments
These By-Laws may be amended, altered or repealed, at any
regular meeting of the Board of Directors, by a vote of a majority of
the full Board of Directors.
12
<PAGE>
<PAGE>
EXHIBIT 11 - STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
National City Bancshares, Inc.
Earnings per Share Calculation
for the period ending June 30
<TABLE>
<CAPTION>
Quarter to Date Year to Date
- ------------------------------------------------------------------------------
1997 1996 1997 1996
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income $4,582,233 $3,969,125 $8,949,857 $7,738,639
Primary earnings per share
- --------------------------
Weighted average shares outstanding 9,311,410 9,559,772 9,364,659 9,646,950
Common stock equivalents due to
stock options 133,007 - 123,426 - -
- -----------------------------------------------------------------------------
Adjusted shares outstanding 9,444,417 9,559,772 9,488,085 9,646,950
Primary earnings per share $0.48 $0.41 $0.94 $0.80
Fully diluted earnings per share
- --------------------------------
Weighted average shares outstanding 9,311,410 9,559,772 9,364,659 9,646,950
Common stock equivalents due to
stock options 154,871 - 134,973 -
- ------------------------------------------------------------------------------
Adjusted shares outstanding 9,466,281 9,559,772 9,499,632 9,646,950
Fully diluted earnings per share $0.48 $0.41 $0.94 $0.80
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
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