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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: April 20, 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: 812-464-9800
Former name or former address, if changed since last report: N/A
Date of Report: April 30, 1998
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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 April 20, 1998, the Registrant issued a news
release announcing earnings for the quarter ended March 31,
1998. A copy of the news release is filed as an exhibit to
this report and is hereby incorporated by reference herein.
On April 21, 1998, the Registrant issued a news
release announcing the execution of a definitive agreement
with Hoosier Hills Financial Corporation ("HHFC") to acquire
HHFC. 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 April 20, 1998
99.2 News release dated April 21, 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: April 30, 1998 /s/ STEPHEN C. BYELICK, JR.
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Stephven C. Byelick, Jr.
Secretary/Treasurer
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EXHIBIT 99.1
[NCBE logo] [NATIONAL CITY BANCSHARES, INC. letterhead]
April 20, 1998
For Immediate Release
Contacts: Robert A. Keil, President of NCBE (812) 464-9673
NATIONAL CITY BANCSHARES, INC. REPORTS RECORD FIRST QUARTER EARNINGS
EVANSVILLE, INDIANA -- National City Bancshares, Inc. (Nasdaq: NCBE), a
multi-bank holding company headquartered in Evansville, Indiana, reported
record first quarter basic earnings per share of $0.48 and record net
income of $5.1 million. These results follow three consecutive years of
consistent growth in net income and earnings per share.
First quarter basic earnings per share of $0.48 surpassed $0.44 for the
first quarter 1997. Diluted earnings per share of $0.47 also exceeded the
previous mark of $0.43 for the same period last year.
Net income for the three months ended March 31, 1998 was $5,113,000, a 9.4%
improvement over net income of $4,673,000 for the first quarter last year.
Net interest income and noninterest income continued to improve over the
past year. At March 31, 1998, net interest income was reported at
$13,903,000, compared to $12,528,000 for the first quarter 1997.
Noninterest income was $2,714,000 for the quarter, compared to $2,534,000
for the first quarter of 1997.
Return on average equity was 14.05%, compared to 14.54% for the first
quarter 1997. The decrease in return on equity was primarily due to the
effect of a stock-based acquisition closed in the third quarter of 1997,
which was accounted for as a purchase. Book value per share increased
14.0% to $13.93 at March 31, 1998, from $12.22 one year ago. Return on
average assets remained high at 1.54%, which was slightly lower than 1.60%
for the first quarter of 1997.
NCBE reported significant growth in loans, deposits, and total assets
during the first quarter 1998, as loans and deposits surpassed the $1
billion mark. As of March 31, 1998, deposits were $1,158,847,000, loans
were $1,040,608,000, and total assets were $1,496,226,000, representing
increases of 22.3%, 23.5%, and 21.9%, respectively, over the first quarter
last year.
During the quarter, NCBE completed the acquisitions of a branch in
Mayfield, Kentucky, assuming $65.5 million in deposits, and Vernois
Bancshares, Inc., a one-bank holding company for Bank of Illinois in Mt.
Vernon. Bank of Illinois in Mt. Vernon had assets of $163 million and
equity of $13 million at year-end. These transactions resulted in a
decrease of NCBE's tangible equity to tangible asset ratio of 7.54%,
compared to 9.80% a year ago. Also during the quarter, NCBE announced
definitive agreements with Trigg Bancorp, Inc., a one-bank holding company
for Trigg County Farmers Bank in Cadiz, Kentucky, and Community First
Financial, Inc., the holding company for Community First Bank, N.A. in
Maysville, Kentucky, and Community First Bank of Kentucky in Warsaw,
Kentucky.
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On March 30, 1998, an affiliate of NCBE completed the public offering of
8.25% Cumulative Trust Preferred Securities with an aggregate public
offering price of $34.5 million. NCBE used the net proceeds of the
offering primarily to repay acquisition indebtedness. The securities will
qualify as Tier 1 or core capital of NCBE for regulatory capital purposes.
The Annual Meeting of Shareholders will be held on Wednesday, May 20, 1998.
PROFILE OF NATIONAL CITY BANCSHARES, INC.
National City Bancshares, Inc., a $1.5 billion multi-bank holding company
headquartered in Evansville, Indiana, operates thirteen financial
institutions in forty-four locations in Indiana, Illinois, and Kentucky.
NCBE has acquisitions pending with the following financial organizations:
Illinois One Bancorp, Inc., headquartered in Shawneetown, Illinois
(announced during 1997); Trigg Bancorp., Inc., headquartered in Cadiz,
Kentucky; and Community First Financial, Inc., headquartered in Maysville,
Kentucky. If all pending acquisitions are closed, NCBE will have total
assets of approximately $1.9 billion. NCBE's non-banking subsidiaries
include NCBE Leasing Corp.
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[NCBE logo]
NATIONAL CITY BANCSHARES, INC.
FINANCIAL HIGHLIGHTS
(Dollar Amounts Other Than Share Data in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1998 1997 (1)
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<S> <C> <C>
PER SHARE:
Net Income - Basic $0.48 $0.44
Net Income-Diluted 0.47 0.43
Dividends Declared (2) 0.18 0.15 1/4
Book Value 13.93 12.22
Closing Stock Price 40.50 30.71
FOR THE PERIOD:
Net Interest Income $13,903 $12,528
Provision for Loan Losses 229 366
Noninterest Income 2,714 2,534
Noninterest Expense 8,994 7,900
Net Income 5,113 4,673
Dividends Declared (2) 1,935 1,498
END OF PERIOD BALANCES:
Total Assets $1,496,226 $1,227,643
Total Loans 1,040,608 842,499
Allowance for Loan Losses 8,979 7,485
Deposits 1,158,847 947,488
Shareholders' Equity 149,763 129,800
AVERAGES:
Total Assets $1,350,181 $1,181,538
Loans, Net 941,687 803,622
Deposits 1,062,982 927,528
Shareholders' Equity 147,658 121,336
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 10,744,301 10,684,348
Diluted 10,893,547 10,803,886
SELECTED RATIOS:
Return on Average Assets 1.54% 1.60%
Return on Average Equity 14.05 14.54
Net Interest Margin 4.92 4.91
Tangible Equity to Tangible Assets 7.54 9.80
Equity Capital to Total Assets 10.01 10.57
Allowance for loan losses as a
percent of underperforming loans (3) 193.08 244.13
Ratio of Market-to-Book Value 290.74 251.34
Price Earnings Multiple 21.09 17.45
Cash Dividend Yield 1.78 1.99
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(1) Restated to reflect the merger, on a pooling-of-interest basis, with
Fourth First Bancorp on December 31, 1997. 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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EXHIBIT 99.2
[NCBE logo] [NATIONAL CITY BANCSHARES, INC. letterhead]
April 21, 1998
For Immediate Release
Contacts: Michael F. Elliott, Chairman & CEO of NCBE
(812) 464-9604
Fred R. Crum, President & CEO of Ripley County Bank
(812) 689-4202
NATIONAL CITY BANCSHARES, INC. TO ACQUIRE HOOSIER HILLS FINANCIAL
CORPORATION
EVANSVILLE, INDIANA -- National City Bancshares, Inc. (Nasdaq: NCBE), a
multi-bank holding company headquartered in Evansville, Indiana, announced
today that it plans to expand into Eastern Indiana with the execution of a
definitive agreement with Hoosier Hills Financial Corporation, a one-bank
holding company for Ripley County Bank.
Under the agreement, NCBE would issue approximately 730,000 shares of NCBE
common stock for all outstanding common shares of Hoosier Hills Financial
Corporation. The transaction is expected to be accounted for as a pooling-
of-interests. Subject to regulatory and shareholder approvals, the
transaction is expected to close in the third or fourth quarter of 1998.
NCBE has announced four acquisitions in the past five months. If all
pending acquisitions are closed, NCBE will have total assets of
approximately $2.0 billion.
Michael F. Elliott, Chairman and CEO of NCBE, stated, "We continue to
expand our franchise into Southeastern Indiana, Northern Kentucky, and
Southern Ohio with the acquisitions of well managed community banks, like
Ripley County Bank." Elliott continued, "Ripley County Bank's management
and employees are focused on shareholder value. About 34% of Hoosier
Hills' stock is part of its employee stock ownership plan. This focus fits
well with our shareholder-driven organization. Hoosier Hills shareholders
will benefit from the acquisition by becoming investors in a strong, more
diversified corporation that shares their long-standing commitment to their
local communities."
Fred R. Crum, President and CEO of Ripley County Bank, said, "NCBE is a
fine banking organization with a long history of permitting its banking
affiliates to operate in the best interests of their communities, while
offering to these communities the advantages derived from a much larger
organization. Mr. Crum continued, "I am pleased that under our affiliation
with NCBE, our bank will retain its own name, its own Board of Directors,
and its own staff. We will also continue to make lending decisions
locally, because NCBE understands community banking and the need to react
in a timely fashion."
Ripley County Bank will become NCBE's sixth bank subsidiary in Indiana.
Other Indiana subsidiaries include: The National City Bank of Evansville,
Lincolnland Bank, Alliance Bank, The Bank of Mitchell, and Pike County
Bank. Since the formation of the holding company in 1985, NCBE has
acquired twenty-three financial institutions or branches.
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PROFILE OF HOOSIER HILLS FINANCIAL CORPORATION
Hoosier Hills Financial Corporation is the parent of Ripley County Bank in
Osgood, Indiana. Ripley County Bank has three offices in Osgood,
Versailles, and Milan, Indiana. As of December 31, 1997, the bank had
total assets of approximately $109 million, total deposits of $86 million,
and total equity of $11 million. The company engages in retail and
commercial banking throughout its branch network.
PROFILE OF NATIONAL CITY BANCSHARES, INC.
National City Bancshares, Inc., a $1.5 billion multi-bank holding company
headquartered in Evansville, Indiana, operates thirteen financial
institutions in forty-four locations in Indiana, Illinois, and Kentucky.
NCBE has acquisitions pending with the following financial organizations:
Illinois One Bancorp, Inc., headquartered in Shawneetown, Illinois; Trigg
Bancorp., Inc., headquartered in Cadiz, Kentucky; and Community First
Financial, Inc., headquartered in Maysville, Kentucky. NCBE's non-banking
subsidiaries include NCBE Leasing Corp.
ADDITIONAL INFORMATION ON NCBE STOCK IS AVAILABLE ON THE INTERNET AT
HTTP://WWW.NATIONALCITY.COM
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