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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: October 27, 1998 (October 21, 1998)
(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: 812-464-9677
Former name or former address, if changed since last report: N/A
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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 October 21, 1998, the Registrant issued a news
release announcing the declaration of a 5% stock dividend
and an increased quarterly dividend. A copy of the news
release is filed as an exhibit to this report and is hereby
incorporated by reference herein.
On October 26, 1998, the Registrant issued a news
release reporting earnings. A copy of the news release is
filed as an exhibit to this report and incorporated by
reference herein.
Item 7. Financial Statements and Exhibits
Financial Statements
None
Exhibits
Exhibit No. Description
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99.1 News release dated October 21, 1998
99.2 News release dated October 26, 1998
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: October 27, 1998 /s/ STEPHEN C. BYELICK, JR.
------------------------------
Stephen C. Byelick, Jr.
Secretary/Treasurer
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EXHIBIT 99.1
[NCBE logo] [NATIONAL CITY BANCSHARES, INC. letterhead]
FOR IMMEDIATE RELEASE
Contact: Michael F. Elliott, Chairman & CEO of NCBE (812) 464-9604
NATIONAL CITY BANCSHARES, INC. DECLARES 5% STOCK DIVIDEND AND INCREASED
QUARTERLY CASH DIVIDEND
EVANSVILLE, INDIANA -- October 21, 1998 -- The Board of Directors of
National City Bancshares, Inc. (Nasdaq: NCBE) declared a five percent (5%)
stock dividend payable on December 7, 1998, to all shareholders of record
November 21, 1998, consistent with the dividend policy and past practice.
In addition, the Board of Directors announced a two cent ($.02) per share
(11.11%) increase in its regular quarterly cash dividend. This increase is
consistent with the Company's policy to pay dividends based on current and
expected earnings performance. The timing of this increase is consistent
with the Company's policy of reviewing the dividend payout in the fourth
quarter of the year. The cash dividend of twenty cents ($.20) per share is
payable January 7, 1999, to all shareholders of record December 21, 1998.
PROFILE OF NATIONAL CITY BANCSHARES, INC.
National City Bancshares, Inc., a $2 billion multi-bank holding company
headquartered in Evansville, Indiana, currently operates 15 financial
institutions in 62 locations in Indiana, Illinois, Kentucky, and Ohio.
NCBE has acquisitions pending with the following financial organizations:
Princeton Federal Bank, fsb, headquartered in Princeton, Kentucky;
Commonwealth Commercial Corp., headquartered in Crittenden, Kentucky;
Downstate Banking Co., headquartered in Brookport, Illinois; and
Progressive Bancshares, Inc., headquartered in Lexington, Kentucky. When
all pending acquisitions and subsequent mergers are completed, NCBE will
have 14 bank charters and assets of approximately $2.2 billion. This
includes 69 offices throughout Indiana, Illinois, Kentucky, and Ohio.
ADDITIONAL INFORMATION ON NCBE IS AVAILABLE ON THE INTERNET AT
HTTP://WWW.NATIONALCITY.COM
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EXHIBIT 99.2
[NCBE logo] [NATIONAL CITY BANCSHARES, INC. letterhead]
FOR IMMEDIATE RELEASE
Contacts: Michael F. Elliott, Chairman and CEO of NCBE
(812) 464-9604
Robert A. Keil, President of NCBE
(812) 464-9673
Curtis D. Ritterling, Executive Vice President of NCBE
(812) 464-9611
NATIONAL CITY BANCSHARES, INC. REPORTS RECORD EARNINGS BEFORE
MERGER-RELATED AND CONSOLIDATION COSTS
EVANSVILLE, INDIANA -- October 26, 1998 -- National City Bancshares, Inc.
(Nasdaq: NCBE), a multi-bank holding company headquartered in Evansville,
Indiana, today reported record level net income for the first nine months
of 1998 of $19 million before merger-related and consolidation charges.
NCBE reported net income for the first nine months ended September 30,
1998, excluding merger-related and consolidation costs, of $19,052,000 or
$1.43 per share on a diluted basis, up from $18,123,000, or $1.34 per share
on a diluted basis for the same period in 1997. NCBE incurred $3,162,000
before-tax charges associated with merger activities and consolidation of
certain operational functions. These charges included $1,337,000 in
acquisition-related costs, $874,000 in consulting fees, and a $951,000
restructuring charges, primarily consisting of severance and employee-
related costs. The Corporation estimates future annual pre-tax cost
savings from the consolidation project to be $3,338,000. Including these
charges, year-to-date net income was $16,889,000, or $1.27 per share on a
diluted basis.
"The continuous improvement in the operational performance of our
subsidiaries provides positive earnings momentum as we head into 1999,"
stated Michael F. Elliott, Chairman and Chief Executive Officer of NCBE.
Income for the third quarter of 1998 was reduced by $1,012,000 and
$1,825,000 in nonrecurring before-tax charges associated with merger
activities and the consolidation of certain operational functions,
respectively. Excluding these nonrecurring charges, net income for the
third quarter of 1998 was $6,228,000, or $0.46 per share on a diluted
basis, up from $5,978,000, or $0.44 per share on a diluted basis, from the
same period in 1997. Including these charges, third quarter net income was
$4,390,000, or $0.32 per share on a diluted basis.
Net interest income and noninterest income also improved over the prior
year. Net interest income was $18,660,000 for the third quarter, compared
to $16,774,000 for the same period in 1997. This increase of $1,886,000,
or 11.2%, was primarily due to an increase in loan volume and acquisitions
accounted for as purchases. Third quarter noninterest income for 1998,
excluding gains on sale of securities, increased by $497,000 from
$1,394,000 to $1,723,000, or 16.2%, over the corresponding quarterly
results in 1997, primarily for the same reasons.
Curtis D. Ritterling, Executive Vice President of NCBE, commented, "We have
made great strides in our restructuring efforts. The consolidation of our
back office operations is on schedule; and we anticipate the smooth
integration of our recently acquired institutions."
During the third quarter, the Corporation completed the acquisitions of
Community First Financial, Inc. and Trigg Bancorp, Inc., adding
approximately $228 million in assets. Also during the quarter, NCBE
completed the internal mergers of The Bank of Illinois in Mt. Vernon and
First National Bank of Wayne City, Illinois under the name Bank of
Illinois, National Association; and The Peoples National Bank of Grayville,
Illinois into The National City Bank of Evansville.
On October 1, NCBE completed the acquisitions of Hoosier Hills Financial
Corporation, a one-bank holding company for Ripley County Bank in Osgood,
Milan, and Versailles, Indiana; and 1st Bancorp Vienna, Inc., a one-bank
holding company for The First State Bank of Vienna in Vienna, Illinois,
adding approximately $155 million in totals assets.
"Forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995 may be included in this release. A variety
of factors could cause NCBE's actual results to differ from those expected
at the time of this release. Investors are urged to carefully review and
consider the various disclosures made by NCBE in its periodic reports filed
with the Securities and Exchange Commission.
PROFILE OF NATIONAL CITY BANCSHARES, INC.
National City Bancshares, Inc., a $2 billion multi-bank holding company
headquartered in Evansville, Indiana, currently operates 15 financial
institutions in 62 locations in Indiana, Illinois, Kentucky, and Ohio.
NCBE has acquisitions pending with the following financial organizations:
Princeton Federal Bank, fsb, headquartered in Princeton, Kentucky;
Commonwealth Commercial Corp., headquartered in Crittenden, Kentucky;
Downstate Banking Co., headquartered in Brookport, Illinois; and
Progressive Bancshares, Inc., headquartered in Lexington, Kentucky. When
all pending acquisitions and subsequent mergers are completed, NCBE expects
to have 14 bank charters and assets of approximately $2.2 billion. This
includes 69 offices throughout Indiana, Illinois, Kentucky, and Ohio.
Additional information on NCBE is available on the internet at
http://www.nationalcity.com
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[NCBE logo]
NATIONAL CITY BANCSHARES, INC.
FINANCIAL HIGHLIGHTS
(Dollar Amounts Other Than Share Data in Thousands)
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<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1998 1997 (1) 1998 1997 (1)
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<S> <C> <C> <C> <C>
PER SHARE:
Net Income - Basic $0.32 $0.45 $1.28 $1.35
Net Income - Diluted $0.32 $0.44 $1.27 $1.34
Dividends Declared (2) 0.18 0.15 1/4 0.54 0.45 3/4
Book Value 14.15 13.26 14.15 13.26
Closing Stock Price 39.63 40.48 39.63 40.48
FOR THE PERIOD:
Net Interest Income $18,660 $16,774 $54,538 $49,163
Provision for Loan Losses 695 757 2,571 1,527
Noninterest Income 3,624 3,121 11,465 9,090
Noninterest Expense 15,236 10,492 39,143 30,608
Net Income 4,390 5,978 16,889 18,123
Dividends Declared (2) 2,432 1,522 6,410 4,505
END OF PERIOD BALANCES:
Total Assets $1,833,636 $1,592,633 $1,833,636 $1,592,633
Total Loans 1,343,233 1,105,190 1,343,233 1,105,190
Allowance for Loan Losses 13,201 10,635 13,201 10,635
Deposits 1,398,818 1,225,150 1,398,818 1,225,150
Shareholders' Equity 191,370 168,374 191,370 168,374
AVERAGES:
Total Assets $1,834,387 $1,569,830 $1,780,436 $1,522,688
Loans, Net 1,317,525 1,080,662 1,242,794 1,038,181
Deposits 1,420,149 1,221,399 1,389,275 1,193,383
Shareholders' Equity 179,968 164,986 180,705 160,140
WEIGHTED AVERAGE SHARES
OUTSTANDING:
Basic 13,514,251 13,373,479 13,199,806 13,375,509
Diluted 13,630,979 13,512,804 13,337,199 13,503,342
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SELECTED RATIOS:
Return on Average Assets 0.95% 1.51% 1.28% 1.59%
Return on Average Equity 9.66 14.39 12.50 15.15
Net Interest Margin 4.77 4.95 4.81 4.97
Tangible Equity to
Tangible Assets 8.38 9.85 8.38 9.85
Equity Capital to Total Assets 10.44 10.57 10.44 10.57
Allowance for loan losses as
a percent of underperforming
loans (3) 141.49 162.61 141.49 162.61
Ratio of Market-to-Book Value 280.07 305.28 280.07 305.28
Price Earnings Multiple 30.96 22.49 23.22 22.49
Cash Dividend Yield 0.45 0.38 1.82 1.51
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(1) Restated to reflect the merger, on a pooling-of interests basis, with
Fourth First Bancorp on December 31, 1997, Illinois One Bancorp, Inc.
on May 31, 1998, Trigg Bancorp, Inc. and Community First Financial, Inc.
on August 31, 1998. The per share and weighted average shares
outstanding have been restated to reflect a 5% stock dividend paid in
December 1997.
(2) As paid by National City Bancshares, Inc.
(3) Underperforming loans consist of nonaccrual loans, restructured loans, and
loans 90 days past due.
Nasdaq Symbol: NCBE
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