SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
National City Bancshares, Inc. NCBE Capital Trust I
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(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
Indiana Delaware
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(State of Incorporation or (State of Incorporation or
Organization) Organization)
35-1632155 35-2039766
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(IRS Employer Identification (IRS Employer Identification
Number) Number)
227 Main Street 227 Main Street
P.O. Box 868 P.O. Box 868
Evansville, Indiana 47705-0868 Evansville, Indiana 47705-0868
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(Address of Principal Executive (Address of Principal Executive
Office) Office)
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to the General Instruction A. (c), please
check the following box. / /
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A. (d), please check
the following box. /x/
Securities Act registration statement file number to which
this form relates: 333-47823 and 333-447823-01
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(If Applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
____% Cumulative Trust Preferred Securities
(and the Guarantee with Respect Thereto)
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a full description of the ___% Cumulative Trust
Preferred Securities (the "Preferred Securities") issued by NCBE
Capital Trust I, a Delaware statutory business trust (the
"Trust"), and the guarantee with respect to the Preferred
Securities issued by National City Bancshares, Inc., an Indiana
corporation (the "Company"), both of which are registered hereby,
reference is made to the information contained under the captions
"Description of the Preferred Securities," "Description of the
Subordinated Debentures," and "Description of the Guarantee" in
the Prospectus that forms part of the Registration Statement
(Registration Nos. 333-47823 and 333-47823-01) (the "Registration
Statement") filed by the Company and the Trust with the
Securities and Exchange Commission on March 12, 1998, under the
Securities Act of 1933, as amended (the "Act"). The information
contained in the Registration Statement and the Prospectus are
incorporated herein by reference. Definitive copies of the
Prospectus describing the Preferred Securities will be filed
pursuant to Rule 430A or pursuant to an amendment to the
Registration Statement under the Act and shall be deemed
incorporated by reference into this Registration Statement on
Form 8-A.
ITEM 2. EXHIBITS.
2.1 Form of Indenture between National City Bancshares,
Inc. and Wilmington Trust Company, as Trustee
(incorporated by reference to Exhibit 4.4 to the
Registration Statement).
2.2 Form of Subordinated Debenture Certificate (included
as an exhibit to Exhibit 4.4 to the Registration
Statement, which is incorporated by reference).
2.3 Certificate of Trust of NCBE Capital Trust I
(incorporated by reference to Exhibit 4.1 to the
Registration Statement).
2.4 Trust Agreement of NCBE Capital Trust I (incorporated
by reference to Exhibit 4.2 to the Registration
Statement).
2.5 Form of Amended and Restated Trust Agreement of NCBE
Capital Trust I (incorporated by reference to Exhibit
4.3 to the Registration Statement).
2.6 Form of Preferred Security Certificate (included as an
exhibit to Exhibit 4.3 to the Registration Statement,
which is Incorporated by reference).
2.7 Form of Preferred Securities Guarantee Agreement
(incorporated by reference to Exhibit 4.7 to the
Registration Statement).
2.8 Form of Agreement as to Expenses and Liabilities
(included as an exhibit to Exhibit 4.2 to the
Registration Statement, which is incorporated by
reference).
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, each of the registrants has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: March 20, 1998
NATIONAL CITY BANCSHARES, INC. NCBE CAPITAL TRUST I
By: /s/ Stephen C. Byelick, Jr. By: /s/ Stephen C. Byelick, Jr.
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Stephen C. Byelick, Jr., Stephen C. Byelick, Jr.,
Secretary and Treasurer Secretary and Treasurer
