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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: June 9, 1998 (May 22, 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 May 22, 1998, the Registrant issued a news release
announcing the execution of a definitive agreement with 1st
Bancorp Vienna, Inc. ("1st") to acquire 1st. A copy of the
news release is filed as an exhibit to this report and is
hereby incorporated by reference herein.
On May 22, 1998, the Registrant issued a news release
announcing the execution of a definitive agreement with
Princeton Federal Bank, FSB ("PFB") to acquire PFB. 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 May 22, 1998
99.2 News release dated May 22, 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: June 9, 1998 /s/ STEPHEN C. BYELICK, JR.
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Stephen C. Byelick, Jr.
Secretary/Treasurer
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EXHIBIT 99.1
[NCBE logo] [NATIONAL CITY BANCSHARES, INC. letterhead]
FOR IMMEDIATE RELEASE
Contacts: Michael F. Elliott, Chairman & CEO of NCBE (812) 464-9604
Tom Jones, Executive Vice President of 1st Bancorp Vienna, Inc.
(618) 658-2961
Tom Patton, President & CEO of Illinois One Bank, National
Association (618) 269-3175
NATIONAL CITY BANCSHARES, INC. TO ACQUIRE 1ST BANCORP VIENNA, INC.
EVANSVILLE, INDIANA -- May 22, 1998 -- National City Bancshares, Inc.
(Nasdaq: NCBE), a multi-bank holding company headquartered in Evansville,
Indiana, announced today the execution of a definitive agreement with 1st
Bancorp Vienna, Inc., a one-bank holding company for The First State Bank
of Vienna.
Under the agreement, NCBE will issue 62 shares of its common stock for each
of the 4,264 shares of 1st Bancorp Vienna, Inc., subject to an adjustment
depending on the price of NCBE common stock prior to closing. 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 sometime in the fourth quarter of 1998. Upon completion
of the merger, The First State Bank of Vienna is expected to join Illinois
One Bank, National Association, which NCBE expects to acquire later this
month. Illinois One Bank has offices in Shawneetown, Elizabethtown, and
Golconda, Illinois.
NCBE has announced five acquisitions in the past six months. If all
pending acquisitions are closed, NCBE will have total assets of over $2
billion.
"National City Bancshares, Inc. is committed to continued growth through
acquisition, and the Southern Illinois market has been one of our targeted
expansion areas for a number of years," stated Michael F. Elliott, Chairman
and CEO of NCBE. "This transaction marks our seventh acquisition in this
area, and we will continue to search for additional opportunities."
Wayne O'Keefe, President of 1st Bancorp Vienna, Inc., commented, "We feel
the decision to merge with NCBE is a good move for our shareholders. It
allows them to reap the rewards of being loyal shareholders. It also
provides greater opportunities in the form of services and products for our
customers while maintaining a local community bank atmosphere."
Tom Jones, Executive Vice President of 1st Bancorp Vienna, Inc., added,
"There are strengths in numbers, and this transaction fortifies our ability
to compete in Southern Illinois. As a part of Illinois One Bank, our
customers will continue to receive the same personal attention from local
employees as before but with the added benefits of a broader range of
services and more banking locations."
"The leadership from our combined management teams will no doubt be an
enhancement to Illinois One and the communities we serve," said Tom Patton,
President and CEO of Illinois One Bank. "This strong leadership is
critical in our ability to maintain local decision making and provide the
highest quality customer service."
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PROFILE OF 1ST BANCORP VIENNA, INC.
1st Bancorp Vienna, Inc. is the parent of The First State Bank of Vienna in
Vienna, Illinois. The First State Bank of Vienna has one office. As of
December 31, 1997, the bank had total assets of approximately $39 million,
total deposits of $33 million, and total equity of $5 million. The company
engages in retail and commercial banking Johnson County, Illinois.
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; Community First
Financial, Inc., headquartered in Maysville, Kentucky; and Hoosier Hills
Financial Corporation, headquartered in Osgood, Indiana. NCBE's non-
banking subsidiaries include NCBE Leasing Corp. Since the formation of the
holding company in 1985, NCBE has acquired twenty-four financial
institutions or branches.
ADDITIONAL INFORMATION ON NCBE STOCK 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 & CEO of NCBE (812) 464-9604
W. Denny Wadlington, President & CEO of Princeton Federal
Bank, FSB (502) 365-3556
NATIONAL CITY BANCSHARES, INC. ANNOUNCES ACQUISITION OF PRINCETON FEDERAL
BANK, FSB
EVANSVILLE, INDIANA -- May 22, 1998 -- National City Bancshares, Inc.
(Nasdaq: NCBE), a multi-bank holding company headquartered in Evansville,
Indiana, announced today the execution of a definitive agreement with
Princeton Federal Bank, FSB.
Under the agreement, NCBE will issue approximately 212,658 shares of its
common stock for all outstanding common shares of Princeton Federal Bank,
FSB. This is a fixed exchange rate of 0.7424 shares of NCBE common stock
for each share of Princeton Federal Bank, FSB stock. 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
sometime in the fourth quarter of 1998.
Upon completion of the merger, Princeton Federal Bank, FSB is expected to
join one of NCBE's western Kentucky subsidiaries. NCBE is the parent
company of First Kentucky Bank with offices in Sturgis, Mayfield, Poole,
Morganfield, and Uniontown, Kentucky. Trigg County Farmers Bank, with
three offices in Cadiz, Kentucky, has signed a definitive agreement to join
NCBE and is awaiting regulatory approval.
NCBE has announced six acquisitions in the past six months. If all pending
acquisitions are closed, NCBE will have total assets of over $2 billion.
"This affiliation fits very well geographically with our banking franchises
in Kentucky," stated Michael F. Elliott, Chairman and CEO of NCBE. "This
addition to our network of banks will benefit both the bank and its
customers."
W. Denny Wadlington, President and Chief Executive Officer of Princeton
Federal Bank, FSB, commented, "The continuing need for additional resources
was a major part of our decision to partner with a larger, local area
community bank. This affords us many opportunities that we could not
achieve as an independent. With the financial support, we can now offer
increased lending limits, trust services, and electronic services, such as
telephone banking and check cards. And since our partner will be from this
area, they understand the importance of maintaining a local community bank
atmosphere. Decisions will continue to be made locally. Our customers
will be served by the same staff and will have more banking choices and
locations."
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PROFILE OF PRINCETON FEDERAL BANK, FSB
Princeton Federal Bank, FSB, has one office in Caldwell County, Kentucky.
As of December 31, 1997, the bank had total assets of approximately $32
million, total deposits of $23 million, and total equity of $5 million.
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; Community First
Financial, Inc., headquartered in Maysville, Kentucky; Hoosier Hills
Financial Corporation, headquartered in Osgood, Indiana; and 1st Bancorp
Vienna, Inc., headquartered in Vienna, Illinois. NCBE's non-banking
subsidiaries include NCBE Leasing Corp. Since the formation of the holding
company in 1985, NCBE has acquired twenty-five financial institutions or
branches.
ADDITIONAL INFORMATION ON NCBE STOCK IS AVAILABLE ON THE INTERNET AT
HTTP://WWW.NATIONALCITY.COM
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