As filed with the Securities and Exchange Commission on
November 13, 1997
Registration No. 333-37469
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
NATIONAL CITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 6711 35-1632155
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Identification
incorporation or Classification Number)
organization) Code Number)
227 Main Street
P.O. Box 868
Evansville, Indiana 47705-0868
(812) 464-9677
(Address, including zip code and telephone number,
including area code, of Registrant's
principal executive offices)
ROBERT A. KEIL
National City Bancshares, Inc.
227 Main Street
P.O. Box 868
Evansville, IN 47705-0868
(812) 464-9677
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
David C. Worrell, Esq. Michael E. Williams, Esq.
Baker & Daniels Krieg DeVault Alexander & Capehart
300 North Meridian Street One Indiana Square
Suite 2700 Suite 2800
Indianapolis, Indiana 46204 Indianapolis, Indiana 46204
(317) 237-0300 (317) 636-4341
Approximate date of commencement of proposed sale of the
securities to the public:
As soon as practicable after the effective date of this
Registration Statement.
If the securities being registered on this Form are being offered
in connection with the formation of a holding company and there
is compliance with General Instruction G, check the following
box. [ ]
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Evansville, State of Indiana, on
November 13, 1997.
National City Bancshares, Inc.
By: /s/ John D. Lippert
John D. Lippert, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
Signature Title Date
/s/ John D. Lippert Chairman of November 13, 1997
John D. Lippert the Board,
Chief Executive
Officer and
Director
(Principal
Executive
Officer)
Robert A. Keil * President, Chief November 13, 1997
Robert A. Keil Financial Officer
and Director
(Principal
Financial
Officer)
Michael F. Elliott* Vice Chairman November 13, 1997
Michael F. Elliott and Director
Harold A. Mann * Secretary and November 13, 1997
Harold A. Mann Treasurer
(Principal
Accounting
Officer)
Janice L. Beesley* Director November 13, 1997
Janice L. Beesley
Susan R. Emge * Director November 13, 1997
Susan R. Emge
Donald G. Harris * Director November 13, 1997
Donald G. Harris
Dr. H. Ray Hoops * Director November 13, 1997
Dr. H. Ray Hoops
Ronald G. Reherman* Director November 13, 1997
Ronald G. Reherman
Lawrence R. Steenberg* Director November 13, 1997
Lawrence R. Steenberg
*By /s/ John D. Lippert Director November 13, 1997
John D. Lippert
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
2 Agreement and Plan of Merger dated August 6, 1997
between the Registrant and Fourth First Bancorp.,
(incorporated by reference to Appendix A to the
Proxy Statement/Prospectus included in this
Registrant Statement).
3(a) Articles of Incorporation of the Registrant, as
amended (incorporated by reference to Exhibit
(3)(i) to Form 10-K for the year ending December
31, 1996).
3(b) By-Laws of the Registrant, as amended
(incorporated by reference to Exhibit 3(ii) to
Form 10-K for the year ending December 31, 1994).
5 Opinion of Baker & Daniels, counsel for
Registrant, regarding legality of securities
offered hereby.
8 Opinion of Krieg DeVault Alexander & Capehart,
counsel for FFB, regarding tax matters.
10(a) Term Loan Agreement, dated as of June 26, 1996
between Twenty-One Southeast Third Corporation,
the Registrant and The Northern Trust Company
(incorporated by reference to Exhibit 10(a) to
Form 10-Q for the period ending June 30, 1996).
10(b) Incentive Stock Option Plan (incorporated by
reference to Exhibit 10(b) to Form 10-Q for the
period ending June 30, 1996).
10(c) Incentive Stock Option Plan, First Amendment,
dated as of December 18, 1996 (incorporated by
reference to Exhibit 10(c) to Form 10-K for the
year ending December 31, 1996).
10(d) Incentive Stock Option Plan, Second Amendment,
dated as of March 19, 1997 (incorporated by
reference to Exhibit 10(d) to Form 10-K for the
year ending December 31, 1996).
10(e) Supplemental Retirement Benefit Agreement between
John D. Lippert and the Registrant (incorporated
by reference to Exhibit 10(e) to Form 10-K for
the year ending December 31, 1996).
10(f) Term Loan Agreement, First Amendment, dated as of
January 31, 1997 (incorporated by reference to
Exhibit 10(f) to Form 10-K for the year ending
December 31, 1996).
21 Subsidiaries of Registrant.
23(a)* Consent of McGladrey & Pullen, LLP.
23(b)* Consent of Gaither Rutherford & Co., LLP.
23(c) Consent of Baker & Daniels - included in its
opinion to be filed as Exhibit 5.
23(d) Consent of Krieg DeVault Alexander & Capehart.
24 Power of Attorney - included on page II-5 of
original filing.
99 Form of FFB Proxy.
____________
* Filed with this amendment.
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Prospectus/Proxy Statement forming a part of the Registration
Statement on Form S-4 filed by National City Bancshares, Inc. of
our report dated January 31, 1997, on our audit of the
consolidated statements of financial position of National City
Bancshares, Inc. and subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three years
ended December 31, 1996, which are incorporated by reference in
the December 31, 1996 Form 10-K of National City Bancshares, Inc.
and to the reference of our firm under the heading "Experts" in
the Proxy Statement/Prospectus.
MCGLADREY & PULLEN, LLP
Champaign, Illinois
November 13, 1997
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in the Prospectus/Proxy
Statement forming a part of the Registration Statement on Form S-
4 filed by National City Bancshares, Inc. of our report dated
January 24, 1997, on our audit of the consolidated balance sheets
of Fourth First Bancorp and subsidiary, as of December 31, 1996
and 1995, and the related statements of income, shareholders'
equity, and cash flows for each of the three years in the period
ended December 31, 1996. We also consent to the reference to our
firm under the caption "Experts" in the Prospectus/Proxy
Statement.
GAITHER RUTHERFORD & CO., LLP
Evansville, Indiana
November 13, 1997
