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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: May 27, 1998 (May 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: 812-464-9677
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 4. Changes in Registrant's Certifying Accountant
On May 20, 1998, National City Bancshares, Inc. (the
"Registrant") engaged the accounting firm of Coopers & Lybrand,
L.L.P. as principal accountants. Coopers & Lybrand, L.L.P.
replaces McGladrey & Pullen, LLP ("McGladrey") as of the date
reported above. The change in the Registrant's independent
accountants was the result of a formal proposal process involving
two accounting firms. The decision to change accountants was
approved by the Registrant's Board of Directors.
During the two most recent fiscal years and the subsequent
interim period prior to May 20, 1998, there have been no
disagreements with McGladrey on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, or any reportable events.
McGladrey's report on the consolidated financial statements for
the past two years contained no adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainly,
audit scope, or accounting principles.
None of the following events has occurred within the Registrant's
two most recent fiscal years or the subsequent interim period
preceding the change in accountants.
(A) McGladrey has not advised the Registrant that the
internal controls necessary for the Registrant to
develop reliable financial statements do not exist;
(B) McGladrey has not advised the Registrant that
information had come to the accountant's attention
that led it to no longer be able to rely on
management's representations, or that made it
unwilling to be associated with the financial
statements prepared by management;
(C) (1) McGladrey has not advised the Registrant of the
need to expand significantly the scope of its audit,
or that information has come to the accountants'
attention that if further investigated could (i)
materially impact the fairness or reliability of
either a previously issued audit report or the
underlying financial statements, or the financial
statements issued or to be issued covering the
fiscal periods subsequent to the date of the most
recent financial statements covered by an audit
report (including information that could prevent it
from rendering an unqualified report on those
financial statements), or (ii) cause it to be
unwilling to rely on management's representations or
be associated with the Registrant's financial
statements), and (2) due to the accountant's
dismissal, or for any other reason, the accountant
did not so expand the scope of its audit or conduct
such further investigation; or
(D) (1) McGladrey has not advised the Registrant that
information has come to the accountant's attention
that it concluded materially impacts the fairness or
reliability of either (i) a previously issued audit
report or the underlying financial statements, or
(ii) the financial statements issued or to be issued
covering the fiscal periods subsequent to the date
of the most recent financial statements issued or to
be issued covered by an audit report (including
information that, unless resolved to the
accountant's satisfaction, would prevent it from
rendering an unqualified audit report on those
financial statements), and (2) due to the
accountant's dismissal, or for any other reason, the
issue has not been resolved to the accountant's
satisfaction prior to its dismissal.
During the two most recent fiscal years, and the subsequent
interim period prior to engaging Coopers & Lybrand L.L.P.,
neither the Registrant, nor anyone on its behalf, consulted
Coopers & Lybrand L.L.P. regarding (i) either the application of
accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on the Registrant's financial statements, where either a
written report was provided to the Registrant or oral advice was
provided, that Coopers & Lybrand L.L.P. concluded was an
important factor considered by the Registrant in reaching a
decision as to the accounting, auditing, or financial reporting
issue; or (ii) any matter that was either the subject of a
disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation
S-K and the related instructions) or a reportable event (as
described in paragraph 304(a)(1)(v) of Regulation S-K).
The Registrant has requested that McGladrey furnish it with a
letter addressed to the SEC stating whether it agrees with the
above statements. A copy of McGladrey's letter to the SEC dated
May 27, 1998 is attached as an exhibit to this report.
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Item 7. Financial Statements and Exhibits
Financial Statements
None
Exhibits
Exhibit No. Description
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16 Letter re Change in Certifying Accountant
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: May 27, 1998 /S/ STEPHEN C. BYELICK, JR.
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Stephen C. Byelick, Jr.
Secretary/Treasurer
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
16 Letter re Change in Certifying Accountant
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[MCGLADREY & PULLEN, LLP LETTERHEAD]
May 27, 1998
Securities and Exchange Commission
Washington, DC 20549
We were previously the independent accountants for National City
Bancshares, Inc., and on February 5, 1998, we reported on the
consolidated financial statements of National City Bancshares,
Inc. and subsidiaries as of December 31, 1997 and 1996 and for
the three years ended December 31, 1997, 1996, and 1995. On May
20, 1998, we were dismissed as independent accountants of
National City Bancshares, Inc.
We have read National City Bancshares, Inc.'s statements included
under Item 4 of its Form 8-K dated May 27, 1998, and we agree
with such statements except that we are not in a position to
agree or disagree with the Company's statements that the change
was approved by the Company's Board of Directors or that the
Company has engaged a new accounting Firm that has not previously
been consulted on accounting, auditing, or financial reporting
issues.
/S/ MCGLADREY & PULLEN, LLP
McGLADREY & PULLEN, LLP
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