SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NATIONAL CITY BANCSHARES, INC.
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(Exact name of Registrant as specified in its charter)
Indiana 35-1632155
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State of incorporation or organization) (IRS Employer
Identification No.)
227 Main Street
P.O. Box 868
Evansville, Indiana 47705-0868
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(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act: None
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Not Applicable Not Applicable
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
General Instruction A(c), 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), check the following box. [X]
Securities Act registration file number to which this form relates:
_________
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, without par value
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(Title of Class)
<PAGE>
This Form 8-A/A is being filed to reflect the amendment of the
articles of incorporation of the registrant, National City Bancshares, Inc.
("NCBE"). The amendments, as embodied in Restated Articles of
Incorporation (the "Restated Articles"), were approved by NCBE's
shareholders at the Annual Meeting of Shareholders held on May 20, 1998.
The following Items 1 and 2 replace Items 1 and 2 on NCBE's Form 8-A filed
with the Commission on May 13, 1985.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
AUTHORIZED SHARES
The Restated Articles authorize the issuance of 29,000,000 common
shares, without par value ("NCBE Common"), and 1,000,000 preferred shares,
without par value ("NCBE Preferred"). As of June 1, 1998, there were
11,332,959 shares of NCBE Common issued and outstanding and no shares of
NCBE Preferred issued and outstanding.
NCBE COMMON
The holders of NCBE Common are entitled to one vote for each share
held of record on all matters submitted to a vote of shareholders. Subject
to preferences that may be applicable to any outstanding NCBE Preferred,
holders of NCBE Common are entitled to receive ratably such dividends as
may be declared by the board of directors of NCBE (the "NCBE Board") out of
funds legally available therefor. In the event of a liquidation or
dissolution of NCBE, holders of NCBE Common are entitled to share ratably
in all assets remaining after payment of liabilities and the liquidation
preference of any outstanding NCBE Preferred.
Holders of NCBE Common have no preemptive rights and have no rights to
convert their NCBE Common into any other securities. All of the
outstanding shares of NCBE Common are duly authorized, validly issued,
fully paid and nonassessable.
NCBE PREFERRED
The NCBE Board is authorized to designate any series of NCBE Preferred
and the powers, preferences and rights of the shares of such series and the
qualifications, limitations or restrictions thereof without further action
by the holders of NCBE Common. As of the date of this filing, no shares of
NCBE Preferred were issued or outstanding.
The NCBE Board may create and issue a series of NCBE Preferred with
rights, privileges or restrictions, and adopt a shareholder rights plan,
having the effect of discriminating against an existing or prospective
holder of such securities as a result of such security holder beneficially
owning or commencing a tender offer for a substantial amount of NCBE
Common. One of the effects of authorized but unissued and unreserved
shares of capital stock may be to render more difficult or discourage an
attempt by a potential acquiror to obtain control of NCBE by means of a
merger, tender offer, proxy contest or otherwise, and thereby protect the
continuity of NCBE's management. The
<PAGE>
issuance of such shares of capital stock may have the effect of delaying,
deferring or preventing a change in control of NCBE without any further
action by the shareholders of NCBE. NCBE has no present intention to adopt
a shareholder rights' plan, but could do so without shareholder approval at
any future time.
CERTAIN PROVISIONS OF ARTICLES OF INCORPORATION AND BY-LAWS
Certain provisions of the Restated Articles and NCBE's By-laws may
delay or make more difficult unsolicited acquisitions or changes of control
of NCBE. Such provisions could have the effect of discouraging third
parties from making proposals involving an unsolicited acquisition or
change in control of NCBE, although such proposals, if made, might be
considered desirable by a majority of NCBE's shareholders. Such provisions
may also have the effect of making it more difficult for third parties to
cause the replacement of the current management of NCBE without the
concurrence of the NCBE Board. These provisions include: (i) the
classification of the NCBE Board into three classes, each class serving
"staggered" terms of office of three years; (ii) the requirement that any
business combination be approved by the holders of 80% of the shares
entitled to vote thereon; (iii) requirements for advance notice for making
nominations at shareholders' meetings; and (iv) the provision that a member
of the NCBE Board may be removed, only for good cause and only at a meeting
of the shareholders called expressly for that purpose, by the affirmative
vote of the holders of outstanding shares representing at least 66- 2/3 %
of all the votes then entitled to be cast at an election of directors.
NCBE's By-laws establish an advance notice procedure with regard to
the nomination, other than by or at the direction of the Board of
Directors, of candidates for election as directors. Although NCBE's By-
laws do not give the Board of Directors any power to approve or disapprove
shareholder nominations for the election of directors or proposals for
action, they may have the effect of precluding a contest for the election
of directors or the consideration of shareholder proposals if the proper
procedures are not followed, and of discouraging or deterring a third party
from conducting a solicitation of proxies to elect its own slate of
directors or to approve its proposals without regard to whether
consideration of such nominees or proposals might be harmful or beneficial
to NCBE and its shareholders.
CERTAIN PROVISIONS OF THE IBCL
The Indiana Business Corporation Law ("IBCL") applies to NCBE as an
Indiana corporation. Certain provisions of the IBCL may delay, prevent or
make more difficult changes of control of NCBE. Such provisions also may
have the effect of preventing changes in the management of NCBE.
Additionally, in the Restated Articles, NCBE has opted into a provision of
the IBCL governing "control share acquisitions" that allows NCBE to redeem
certain acquirors' shares under limited circumstances, including the
failure of an acquiror to file a statement with NCBE regarding the
acquiror's share holdings and related matters. It is possible that such
provisions could make it more difficult to accomplish transactions which
shareholders may otherwise deem to be in their best interests.
<PAGE>
ITEM 2. EXHIBITS.
The exhibit list is incorporated by reference to the Exhibit
Index to this Registration Statement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: June 12, 1998 NATIONAL CITY BANCSHARES, INC.
By: /S/ STEPHEN C. BYELICK, JR.
Secretary and Treasurer
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1 Restated Articles of Incorporation
3.2 By-Laws, as amended to date (incorporated by reference to
Exhibit 3(ii) to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1997)
4. Specimen Common Stock Certificate
<PAGE>
EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
NATIONAL CITY BANCSHARES, INC.
National City Bancshares, Inc. (hereinafter referred to as the
"Corporation"), desiring to amend and restate its Articles of Incorporation
effective as of the date Articles of Restatement are submitted to the
Indiana Secretary of State for approval, pursuant to the provisions of the
Indiana Business Corporation Law (hereinafter referred to as the
"Corporation Law"), submits the following Restated Articles of
Incorporation:
ARTICLE I
NAME
The name of the Corporation is National City Bancshares, Inc.
ARTICLE II
PURPOSES AND POWERS
SECTION 1. PURPOSES OF THE CORPORATION.
The purposes for which the Corporation is formed are to (a) engage in
business as a holding company for financial institutions and other
financial intermediaries, and (b) engage in any lawful act or activity for
which corporations may now or hereafter be incorporated under the
Corporation Law.
SECTION 2. POWERS OF THE CORPORATION.
The Corporation shall have all powers now or hereafter authorized by
or vested in corporations pursuant to the provisions of the Corporation
Law.
ARTICLE III
PERIOD OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
RESIDENT AGENT AND PRINCIPAL OFFICE
SECTION 1. RESIDENT AGENT.
The name and address of the Corporation's Resident Agent for service
of process at the time of the adoption of these Restated Articles of
Incorporation is Mr. Stephen C. Byelick, Jr., 227 Main Street, Evansville,
Indiana 47708.
SECTION 2. PRINCIPAL OFFICE.
The post office address of the principal office of the Corporation at
the time of the adoption of these Restated Articles of Incorporation is
P.O. Box 868, Evansville, Indiana 47705-0868.
ARTICLE V
AUTHORIZED SHARES
SECTION 1. NUMBER OF SHARES.
The total number of shares that the Corporation has authority to issue
is 30,000,000, consisting of 29,000,000 Common Shares ("Common Shares"),
and 1,000,000 Preferred Shares ("Preferred Shares"). The Common Shares and
Preferred Shares have no par or stated value, except that, solely for the
purpose of any statute or regulation of any jurisdiction imposing any tax
or fee based upon the capitalization of the Corporation, each of the
Corporation's shares shall be deemed to have a stated value of $1.00 per
share.
SECTION 2. GENERAL TERMS OF ALL SHARES.
(a) The Corporation shall have the power to acquire (by purchase,
redemption, or otherwise), hold, own, pledge, sell, transfer, assign,
reissue, cancel, or otherwise dispose of shares of the Corporation in the
manner and to the extent now or hereafter permitted by the Corporation Law
(but such power shall not imply an obligation on the part of the owner or
holder of any share to sell or otherwise transfer such share to the
Corporation), including the power to purchase, redeem, or otherwise acquire
the Corporation's own shares, directly or indirectly, and without pro rata
treatment of the owners or holders of any class or series of shares,
unless, after giving effect thereto, the Corporation would not be able to
pay its debts as they become due in the usual course of business or the
Corporation's total assets would be less than its total liabilities (and
without regard to any amounts that would be needed, if the Corporation were
to be dissolved at the time of the purchase, redemption, or other
acquisition, to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights are superior to those of the holders
of the shares of the Corporation being purchased, redeemed, or otherwise
acquired, unless otherwise expressly provided with respect to a series of
Preferred Shares in the provisions of these Restated Articles of
Incorporation adopted by the Board of Directors pursuant to Section 5 of
this Article describing the terms of such series). Shares of the
Corporation purchased, redeemed, or otherwise acquired by it shall
constitute authorized but unissued shares, unless prior to any such
purchase, redemption, or other acquisition, or within thirty (30) days
thereafter, the Board of Directors adopts a resolution providing that such
shares constitute authorized and issued but not outstanding shares.
(b) The Board of Directors of the Corporation may dispose of, issue,
and sell shares in accordance with, and in such amounts as may be permitted
by, the Corporation Law and the provisions of these Restated Articles of
Incorporation and for such consideration, at such price or prices, at such
time or times and upon such terms and conditions (including the privilege
of selectively repurchasing the same) as the Board of Directors of the
Corporation shall determine, without the authorization or approval by any
shareholders of the Corporation. Shares may be disposed of, issued, and
sold to such persons, firms, or corporations as the Board of Directors may
determine, without any preemptive or other right on the part of the owners
or holders of other shares of the Corporation of any class or kind to
acquire such shares by reason of their ownership of such other shares.
(c) The Corporation shall have the power to declare and pay dividends
or other distributions upon the issued and outstanding shares of the
Corporation, subject to the limitation that a dividend or other
distribution may not be made if, after giving it effect, the Corporation
would not be able to pay its debts as they become due in the usual course
of business or the Corporation's total assets would be less than its total
liabilities (and without regard to any amounts that would be needed, if the
Corporation were to be dissolved at the time of the dividend or other
distribution, to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights are superior to those of the holders
of shares receiving the dividend or other distribution, unless otherwise
expressly provided with respect to a series of Preferred Shares in the
provisions of these Restated Articles of Incorporation adopted by the Board
of Directors pursuant to Section 5 of this Article describing the terms of
such series). Except as otherwise provided in Section 4 of this Article,
the Corporation shall have the power to issue shares of one class or series
as a share dividend or other distribution in respect of that class or
series or one or more other classes or series.
SECTION 3. VOTING RIGHTS OF SHARES.
(a) Except as otherwise provided by the Corporation Law and subject to
such shareholder disclosure and recognition procedures (which may include
voting prohibition sanctions) as the Corporation may by action of its Board
of Directors establish, Common Shares have unlimited voting rights. Common
Shares shall not have cumulative voting rights.
(b) Preferred Shares shall, when validly issued by the Corporation,
entitle the record holder thereof to vote as and on such matters, but only
as and on such matters, as the holders thereof are entitled to vote under
the Corporation Law or under the provisions of these Restated Articles of
Incorporation adopted by the Board of Directors pursuant to Section 5 of
this Article describing the terms of the Preferred Shares or a series
thereof (which provisions may provide for special, conditional, limited, or
unlimited voting rights, including multiple or fractional votes per share,
or for no right to vote, except to the extent required by the Corporation
Law) and subject to such shareholder disclosure and recognition procedures
(which may include voting prohibition sanctions) as the Corporation may by
action of the Board of Directors establish.
SECTION 4. OTHER TERMS OF COMMON SHARES.
Common Shares shall be equal in every respect insofar as their
relationship to the Corporation is concerned, but such equality of rights
shall not imply equality of treatment as to redemption or other acquisition
of shares by the Corporation. Subject to the rights of the holders of any
outstanding Preferred Shares issued under Section 5 of this Article, the
holders of Common Shares shall be entitled to share ratably in such
dividends or other distributions (other than purchases, redemptions, or
other acquisitions of shares by the Corporation), if any, as are declared
and paid from time to time on the Common Shares at the discretion of the
Board of Directors. In the event of any liquidation, dissolution, or
winding up of the Corporation, either voluntary or involuntary, after
payment shall have been made to the holders of the Preferred Shares of the
full amount to which they shall be entitled under this Article, the holders
of Common Shares shall be entitled, to the exclusion of the holders of the
Preferred Shares of any and all series, to share, ratably according to the
number of shares of Common Shares held by them, in all remaining assets of
the Corporation available for distribution to its shareholders.
SECTION 5. OTHER TERMS OF PREFERRED SHARES.
(a) Preferred Shares may be issued from time to time in one or more
series, each such series to have such distinctive designation and such
preferences, limitations, and relative voting and other rights as shall be
set forth in these Restated Articles of Incorporation. Subject to the
requirements of the Corporation Law and subject to all other provisions of
these Restated Articles of Incorporation, the Board of Directors of the
Corporation may create one or more series of Preferred Shares and may
determine the preferences, limitations, and relative voting and other
rights of one or more series of Preferred Shares before the issuance of any
shares of that series by the adoption of an amendment to these Restated
Articles of Incorporation that specifies the terms of the series of
Preferred Shares. All shares of a series of Preferred Shares must have
preferences, limitations, and relative voting and other rights identical
with those of other shares of the same series and, if the description of
the series set forth in these Restated Articles of Incorporation so
provides, no series of Preferred Shares need have preferences, limitations,
or relative voting or other rights identical with those of any other series
of Preferred Shares.
Before issuing any shares of a series of Preferred Shares, the Board
of Directors shall adopt an amendment to these Restated Articles of
Incorporation, which shall be effective without any shareholder approval or
other action, that sets forth the preferences, limitations, and relative
voting and other rights of the series, and authority is hereby expressly
vested in the Board of Directors, by such amendment:
(1) To fix the distinctive designation of such series and the number
of shares which shall constitute such series, which number may be
increased or decreased (but not below the number of shares thereof then
outstanding) from time to time by action of the Board of Directors;
(2) To fix the voting rights of such series, which may consist of
special, conditional, limited, or unlimited voting rights, including
multiple or fractional votes per share, or no right to vote (except to
the extent required by the Corporation Law);
(3) To fix the dividend or distribution rights of such series and the
manner of calculating the amount and time for payment of dividends or
distributions, including, but not limited to:
(A) the dividend rate, if any, of such series;
(B) any limitations, restrictions, or conditions on the
payment of dividends or other distributions, including whether
dividends or other distributions shall be noncumulative or
cumulative or partially cumulative and, if so, from which date or
dates;
(C) the relative rights of priority, if any, of payment of
dividends or other distributions on shares of that series in
relation to Common Shares and shares of any other series of
Preferred Shares; and
(D) the form of dividends or other distributions, which may
be payable at the option of the Corporation, the shareholder, or
another person (and in such case to prescribe the terms and
conditions of exercising such option), or upon the occurrence of
a designated event in cash, indebtedness, shares or other
securities or other property, or in any combination thereof,
and to make provisions, in the case of dividends or other distributions
payable in shares or other securities, for adjustment of the dividend or
distribution rate in such events as the Board of Directors shall
determine;
(4) To fix the price or prices at which, and the terms and conditions
on which, the shares of such series may be redeemed or converted, which
may be
(A) at the option of the Corporation, the shareholder, or
another person or upon the occurrence of a designated event;
(B) for cash, indebtedness, securities, or other property or
any combination thereof; and
(C) in a designated amount or in an amount determined in
accordance with a designated formula or by reference to extrinsic
data or events;
(5) To fix the amount or amounts payable upon the shares of such
series in the event of any liquidation, dissolution, or winding up of the
Corporation and the relative rights of priority, if any, of payment upon
shares of such series in relation to Common Shares and shares of any
other series of special shares; and to determine whether or not any such
preferential rights upon dissolution need be considered in determining
whether or not the Corporation may make dividends, repurchases, or other
distributions;
(6) To determine whether or not the shares of such series shall be
entitled to the benefit of a sinking fund to be applied to the purchase
or redemption of such series and, if so entitled, the amount of such fund
and the manner of its application;
(7) To determine whether or not the issuance of any additional shares
of such series or of any other series in addition to such series shall be
subject to restrictions in addition to restrictions, if any, on the
issuance of additional shares imposed in the provisions of these Restated
Articles of Incorporation fixing the terms of any outstanding series of
Preferred Shares theretofore issued pursuant to this Section and, if
subject to additional restrictions, the extent of such additional
restrictions; and
(8) Generally to fix the other preferences or rights, and any
qualifications, limitations, or restrictions of such preferences or
rights, of such series to the full extent permitted by the Corporation
Law; provided, however, that no such preferences, rights, qualifications,
limitations, or restrictions shall be in conflict with these Restated
Articles of Incorporation or any amendment hereof.
(b) Preferred Shares of any series that have been redeemed (whether
through the operation of a sinking fund or otherwise) or purchased by the
Corporation, or which, if convertible, have been converted into shares of
the Corporation of any other class or series, may be reissued as a part of
such series or of any other series of Preferred Shares, subject to such
limitations (if any) as may be fixed by the Board of Directors with respect
to such series of Preferred Shares in accordance with subsection (a) of
this Section.
ARTICLE VI
RESERVED
ARTICLE VII
DIRECTORS
SECTION 1. NUMBER.
The Board of Directors at the time of adoption of these Restated
Articles of Incorporation is composed of ten (10) members, which number may
be changed from time to time by amendment to the By-Laws, but which in no
event shall exceed fifteen (15). Whenever the By-Laws provide that the
number of Directors shall be three (3) or more, the By-Laws may also
provide for staggering the terms of the members of the Board of Directors
by dividing the total number of Directors into three (3) groups (with each
group containing one-third (1/3) of the total, as near as may be) whose
terms of office expire at different times.
SECTION 2. QUALIFICATIONS.
Directors need not be shareholders of the Corporation or residents of
this or any other state in the United States. Directors of the Corporation
who serve as directors of any subsidiary banking corporation may hold
shares in the Corporation as qualifying shares entitling such directors to
serve in the capacity as a director of such subsidiary banking corporation.
SECTION 3. VACANCIES.
Vacancies occurring in the Board of Directors shall be filled in the
manner provided in the By-Laws or, if the By-Laws do not provide for the
filling of vacancies, in the manner provided by the Corporation Law. The
By-Laws may also provide that in certain circumstances specified therein,
vacancies occurring in the Board of Directors may be filled by vote of the
shareholders at a special meeting called for that purpose or at the next
annual meeting of shareholders.
SECTION 4. REMOVAL OF DIRECTORS.
Any or all of the members of the Board of Directors may be removed,
for good cause, only at a meeting of the shareholders called expressly for
that purpose, by the affirmative vote of the holders of outstanding shares
representing at least sixty-six and two-thirds percent (66-2/3%) of all the
votes then entitled to be cast at an election of Directors. Directors may
not be removed in the absence of good cause, which "good cause" shall mean
personal dishonesty, incompetence, willful misconduct, breach of fiduciary
duty involving personal profit, intentional failure to perform stated
duties, or willful violation of any law, rule, regulation (other than
traffic violations or similar offenses).
SECTION 5. ELECTION OF DIRECTORS BY HOLDERS OF PREFERRED SHARES.
The holders of one (1) or more series of Preferred Shares may be
entitled to elect all or a specified number of Directors, but only to the
extent and subject to limitations as may be set forth in the provisions of
these Restated Articles of Incorporation adopted by the Board of Directors
pursuant to Section 5 of Article V hereof describing the terms of the
series of Preferred Shares.
ARTICLE VIII
VOTING RIGHTS ON BUSINESS COMBINATIONS
Any merger, consolidation, or acquisition of this Corporation by
another corporation without this Corporation's Board of Directors' approval
shall require the affirmative approval of the holders of eighty percent
(80%) of the issued and outstanding common shares of stock of the
Corporation and eighty percent (80%) of the issued and outstanding
preferred shares or other class of shares, regardless of limitations or
restrictions on the voting power thereof, entitled to vote at a meeting
duly called for such purpose. Irrespective of any other provisions of
these Articles, this Article VIII may be amended at any regular meeting or
at a Special Meeting called for that purpose by the affirmative vote of the
holders of shares entitling them to exercise eighty percent (80%) of the
voting power on such proposal.
ARTICLE IX
Provisions for Regulation of Business
AND CONDUCT OF AFFAIRS OF CORPORATION
SECTION 1. MEETINGS OF SHAREHOLDERS.
Meetings of the shareholders of the Corporation shall be held at such
time and at such place, either within or without the State of Indiana, as
may be stated in or fixed in accordance with the By-Laws of the Corporation
and specified in the respective notices or waivers of notice of any such
meetings.
SECTION 2. SPECIAL MEETINGS OF SHAREHOLDERS.
Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by the Corporation Law, may be called at any
time by the Board of Directors or the officers authorized to do so by the
By-Laws and shall be called by the Board of Directors if the Secretary of
the Corporation receives one (1) or more written, dated, and signed demands
for a special meeting, describing in reasonable detail the purpose or
purposes for which it is to be held, from the holders of shares
representing at least twenty-five percent (25%) of all the votes entitled
to be cast on any issue proposed to be considered at the proposed special
meeting; provided, however, that any such demand(s) delivered to the
Secretary at any time at which the Corporation has more than 50
shareholders must be properly delivered by the holders of shares
representing at least eighty percent (80%) of all the votes entitled to be
cast on any issue proposed to be considered at the proposed special
meeting. If the Secretary receives one (1) or more proper written demands
for a special meeting of shareholders, the Board of Directors may set a
record date for determining shareholders entitled to make such demand.
SECTION 3. MEETINGS OF DIRECTORS.
Meetings of the Board of Directors of the Corporation shall be held at
such place, either within or without the State of Indiana, as may be
authorized by the By-Laws and specified in the respective notices or
waivers of notice of any such meetings or otherwise specified by the Board
of Directors. Unless the By-Laws provide otherwise, (a) regular meetings
of the Board of Directors may be held without notice of the date, time,
place, or purpose of the meeting and (b) the notice for a special meeting
need not describe the purpose or purposes of the special meeting.
SECTION 4. ACTION WITHOUT MEETING.
Any action required or permitted to be taken at any meeting of the
Board of Directors or shareholders, or of any committee of such Board, may
be taken without a meeting, if the action is taken by all members of the
Board or all shareholders entitled to vote on the action, or by all members
of such committee, as the case may be. The action must be evidenced by one
(1) or more written consents describing the action taken, signed by each
Director, or all the shareholders entitled to vote on the action, or by
each member of such committee, as the case may be, and, in the case of
action by the Board of Directors or a committee thereof, included in the
minutes or filed with the corporate records reflecting the action taken or,
in the case of action by the shareholders, delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. Action
taken under this Section is effective when the last Director, shareholder,
or committee member, as the case may be, signs the consent, unless the
consent specifies a different prior or subsequent effective date, in which
case the action is effective on or as of the specified date. Such consent
shall have the same effect as a unanimous vote of all members of the Board,
or all shareholders, or all members of the committee, as the case may be,
and may be described as such in any document.
SECTION 5. NONLIABILITY OF SHAREHOLDERS.
Shareholders of the Corporation are not personally liable for the acts
or debts of the Corporation, nor is private property of shareholders
subject to the payment of corporate debts.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 1. AMENDMENT OR REPEAL.
Except as otherwise expressly provided in these Restated Articles of
Incorporation the Corporation shall be deemed, for all purposes, to have
reserved the right to amend, alter, change, or repeal any provision
contained in these Restated Articles of Incorporation to the extent and in
the manner now or hereafter permitted or prescribed by statute, and all
rights herein conferred upon shareholders are granted subject to such
reservation.
SECTION 2. REDEMPTION OF SHARES ACQUIRED IN CONTROL SHARE ACQUISITIONS.
If and whenever the provisions of IC 23-1-42 apply to the Corporation,
it is authorized to redeem its securities pursuant to IC 23-1-42-10.
SECTION 3. CAPTIONS.
The captions of the Articles and Sections of these Restated Articles
of Incorporation have been inserted for convenience of reference only and
do not in any way define, limit, construe, or describe the scope or intent
of any Article or Section hereof.
<PAGE>
EXHIBIT 4
[FORM OF STOCK CERTIFICATE]
INCORPORATED UNDER THE LAWS OF
THE STATE OF INDIANA
NUMBER SHARES
NATIONAL CITY BANCSHARES, INC.
CUSIP 635313 10 9
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, WITHOUT PAR
VALUE, OF
NATIONAL CITY BANCSHARES, INC.
(hereinafter called the "Corporation") transferable on the books of the
Corporation, in person or by duly authorized attorney, upon surrender of
this Certificate properly endorsed. This Certificate is not valid until
countersigned and registered by the Corporation's Transfer Agent.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its duly authorized officers and its seal to be hereunder
affixed.
[SEAL]
DATED:
_________________________ ___________________________
SECRETARY PRESIDENT
TRANSFER AGENT AND REGISTRAR
BY______________________________
AUTHORIZED SIGNATURE
<PAGE>
THE CORPORATION WILL FURNISH THE HOLDER HEREOF, UPON WRITTEN REQUEST AND
WITHOUT CHARGE, A SUMMARY OF THE DESIGNATIONS, RELATIVE RIGHTS,
PREFERENCES, AND LIMITATIONS APPLICABLE TO EACH CLASS OR SERIES OF STOCK
(AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR
FUTURE SERIES).
THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE INSCRIPTION ON THE FACE OF
THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH THEY WERE WRITTEN OUT IN
FULL ACCORDING TO APPLICABLE LAWS OR REGULATIONS:
TEN COM - AS TENANTS IN COMMON
TEN ENT - AS TENANTS BY THE ENTIRETIES
JT TEN - AS JOINT TENANTS WITH
RIGHT OF SURVIVORSHIP AND
NOT AS TENANTS IN COMMON
UNIF GIFT MIN ACT - ________ CUSTODIAN ________
(CUST) (MINOR)
UNDER UNIFORM GIFTS TO MINORS
ACT ______________________________
(STATE)
UNIF TRF MIN ACT - ______ CUSTODIAN (UNTIL AGE __)
(CUST)
UNDER UNIFORM GIFTS TO MINORS
ACT ______________________________
(STATE)
_______________ UNDER UNIFORM TRANSFERS
(MINOR)
TO MINORS ACT _________________________
(STATE)
Additional abbreviations may also be used though not in the above list.
For value received, ___________________ hereby sell, assign and transfer
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/_______________________________/_______________________________
________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)
________________________________________________________________
________________________________________________________________
_____________________________________________ Shares of the stock
represented by the within Certificate, and do hereby irrevocably constitute
and appoint
________________________________________________________________
Attorney to transfer the said shares of common stock on the books of the
within-named corporation with full power of substitution in the premises.
Dated ____________________
X_____________________________________________
X_____________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
Signature(s) guaranteed:
_______________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIA-
TIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C.
RULE 17Ad-15.
