As filed with the Securities and Exchange Commission on June
8, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NATIONAL CITY BANCSHARES, INC. INDIANA 35-1632155
(Exact name of registrant (State or other jurisdiction of (IRS Employer
as specified in its charter) incorporation or organization) Identification Number)
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227 MAIN STREET
P.O. BOX 868
EVANSVILLE, INDIANA 47705-0868
(812) 464-9677
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
ROBERT A. KEIL
NATIONAL CITY BANCSHARES, INC.
227 MAIN STREET
P.O. BOX 868
EVANSVILLE, INDIANA 47705-0868
(812) 464-9677
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
DAVID C. WORRELL, ESQ.
BAKER & DANIELS
300 NORTH MERIDIAN STREET
SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES
TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [
]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ X ]
If this form is filed to register additional securities for an offering
pursuant to Rule 263(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [__]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [__]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [__]
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CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED AGGREGATE PRICE AGGREGATE REGISTRATION FEE
PER UNIT OFFERING PRICE
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Common Stock, without par value 169,376 (1)(2) $39.438 (3) $6,679,850 (2) $1,971 (2)
(1) The securities registered hereunder include securities issued pursuant to the terms of the National City Bancshares,
Inc. Dividend Reinvestment and Stock Purchase Plan which provides for adjustments in the amount of securities being
issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2) In addition to amount indicated, an aggregate of 30,624 shares are being carried forward from an earlier registration
statement. The filing fee associated with such shares that were previously paid with the earlier registration
statement were $451.
(3) Represents the average of the high and low reported prices for the Registrant's common stock on the Nasdaq National
Market Exchange on June 4, 1998.
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PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED
IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS WHICH ALSO RELATES TO
REGISTRATION STATEMENT NO. 33-62183, PREVIOUSLY FILED BY THE REGISTRANT ON
AUGUST 28, 1995. THIS NEW REGISTRATION STATEMENT ALSO CONSTITUTES POST-
EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-62183, AND SUCH POST
EFFECTIVE AMENDMENT NO. 1 SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH
THE EFFECTIVENESS OF THIS NEW REGISTRATION STATEMENT AND IN ACCORDANCE WITH
SECTION 8(C) OF THE SECURITIES ACT OF 1933.
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PROSPECTUS
200,000 SHARES
NATIONAL CITY BANCSHARES, INC.
COMMON STOCK
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
National City Bancshares, Inc. (the "Company") is offering to its
shareholders and to the employees and directors of the Company and its
subsidiaries (the "Employees") the opportunity to purchase shares of the
Company's common stock, without par value ("Common Stock"), pursuant to the
Company's Dividend Reinvestment and Stock Purchase Plan (the "Plan"). The
Plan provides participants with a simple and convenient way of investing in
Common Stock without paying any brokerage commission or service charge.
Participants may purchase shares of Common Stock by:
- reinvesting cash dividends paid on Common Stock and
- making optional investments of at least $100 per investment and no more
than $10,000 in any one month.
Fifth Third Bank (the "Administrator") administers the Plan. The shares of
Common Stock issued under the Plan may be purchased either from the Company or
in open market or negotiated transactions. Purchases made in open market or
negotiated transactions will be made through the Administrator. The Company
will notify the Administrator in advance of the source of the shares of Common
Stock to be issued under the Plan at least five days prior to the Monthly
Investment Date (as hereafter defined).
The purchase price for shares of Common Stock acquired from the Company will
be the averages of the means between the highest and lowest sales prices for a
share of Common Stock as reported by the Nasdaq Stock Market for the five (5)
preceding trading days. The price of shares purchased in open market or
negotiated transactions through the Independent Agent will be the weighted
average price at which the shares are actually purchased.
This Prospectus relates to 200,000 shares of Common stock offered for
purchase under the Plan. It should be retained for future reference. The
Company's Common Stock is presently listed for trading on the Nasdaq Stock
Market's National Market under the symbol "NCBE".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR BANK DEPOSITS,
ARE NOT OBLIGATIONS OF OR GUARANTEED BY ANY BANKING OR NON-BANKING AFFILIATE
OF THE COMPANY AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENT AGENCY.
The date of this Prospectus is ______________ __, 1998.
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TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION.......................................................3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................3
THE COMPANY.................................................................3
USE OF PROCEEDS.............................................................4
THE PLAN....................................................................4
Purpose..................................................................4
Advantages.............................................................. 4
Participation........................................................... 5
Administration ..........................................................6
Cost ....................................................................6
Purchase of Shares ......................................................6
Optional Investments ....................................................7
Safekeeping of Stock Certificates .......................................8
Reports to Participants .................................................8
Federal Income Taxes ....................................................9
Withdrawal .............................................................10
Other Information ......................................................11
COMMISSION POSITION ON INDEMNIFICATION.....................................12
LEGAL MATTERS..............................................................12
EXPERTS....................................................................12
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NATIONAL CITY BANCSHARES, INC.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission") which may be
inspected and copied at prescribed rates at the Public Reference section of the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as
well as at the following regional offices of the Commission: Northeast
Regional Office (Suite 1300, 7 World Trade Center, New York, New York 10048);
and the Midwest Regional Office, Suite 1400, (Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661). Such materials may also be obtained from the
Commission through the Internet at http://www.sec.gov. In addition, reports,
proxy statements and other information concerning the Company may be inspected
at the offices of the NASD, 1735 K Street, N.W., Washington, D.C. 20006. This
Prospectus does not contain all information set forth in the Registration
Statement relating to the shares offered hereby, which Registration Statement
has been filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act").
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and information filed by the Company (Commission
File No. 0-13585) with the Securities and Exchange Commission are incorporated
herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1997, as amended by the Form 10-K/A filed March 26, 1998;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998;
3. The Company's Current Reports on Form 8-K dated March 11, 1998, April 30,
1998 and May 27, 1998;
4. The Company's Proxy Statement dated April 22, 1998, relating to the 1998
annual meeting of shareholders; and
5. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A, dated May 13, 1995, filed pursuant to
the Exchange Act, including any amendments or reports made for the
purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference herein and to be a part thereof from the date
of filing of such reports and documents.
The Company undertakes to provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the information, including that described above, which
has been incorporated by reference into the Registration Statement of which
this Prospectus is a part (other than exhibits to such information, unless such
exhibits are specifically incorporated by reference into such information).
Requests should be directed to: Secretary, National City Bancshares, Inc., 227
Main Street, P.O. Box 868, Evansville, Indiana 47705-0868, telephone number
(812) 464-9800.
THE COMPANY
National City Bancshares, Inc. is a bank holding company headquartered in
Evansville, Indiana. As of March 31, 1998, the Company owned 13 financial
institutions which conduct their business from a total of 44 banking offices,
serving 33 communities in Indiana, Kentucky and Illinois. The Company also has
wholly-owned subsidiaries which conduct leasing and financial services
businesses. As of March 31, 1998, the Company had total consolidated assets of
$1.5 billion and total deposits of $1.2 billion.
Through its subsidiaries, the Company provides a comprehensive range of
consumer and commercial banking services to individuals and businesses located
throughout the tri-state area of Indiana, Kentucky and Illinois surrounding
Evansville, Indiana. Services offered include taking demand and time deposits,
lending on a secured and unsecured basis, providing cash management services,
issuing letters of credit, providing personal and corporate trust services and
originating leases to businesses.
The Company's principal executive office is located at 227 Main Street,
Evansville, Indiana 47708-1406, and its telephone number is (812) 464-9677.
USE OF PROCEEDS
No determination has been made as to the specific uses of the net proceeds
from the purchase of shares of Common Stock from the Company pursuant to the
Plan, in part because the Company has no precise method of estimating the
number of shares that will be sold over the duration of the Plan, the timing of
the sales of shares, or the prices at which the shares will be sold. The
Company will add such proceeds, if any, to its general funds to be used for the
Company's general corporate purposes. The Company will not receive any
proceeds from the sale of shares of Common Stock that have been acquired for
the Plan in open market or negotiated transactions.
THE PLAN
The following questions and answers constitute the full provisions of the
Dividend Reinvestment and Stock Purchase Plan of National City Bancshares,
Inc., adopted by the Board of Directors of the Company on November 21, 1989,
and last amended on May 20, 1998.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide record holders of the Company's Common
Stock and Employees with a simple and convenient method of investing cash
dividends and optional cash investments in additional shares of Common Stock
without payment of any brokerage commission or service charge.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
(a)Participants do not pay any brokerage commission or service charge in
connection with purchases under the Plan.
(b)Cash dividends on all or a portion of a participant's Common Stock may be
automatically reinvested in additional shares of Common Stock.
(c)Additional shares of Common Stock may be purchased by making optional
investments of not less than $100 per investment and up to $10,000 per
month.
(d) Reinvested cash dividends and optional investments will be fully
invested because the Plan provides for fractional shares (of not less
than three decimal places) to be credited to a participant's account.
Additionally, dividends on such fractional shares, as well as whole
shares held under the Plan, can be reinvested and credited to the
participant's Plan account.
(e)The shares of Common Stock purchased on behalf of a participant under the
Plan will be held in safekeeping by the Administrator until termination
of participation in the Plan, or until the participant requests that a
certificate be issued. Certificates for participating shares of Common
Stock may also be surrendered to the Administrator for safekeeping in the
Plan.
(f)Statements of account will be provided to participants for each
investment.
PARTICIPATION
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All holders of record of Common Stock ("Registered Owners") and all
employees and directors of the Company and its subsidiaries ("Employees") may
participate in the Plan.
4. MAY A SHAREHOLDER WHOSE STOCK IS REGISTERED IN THE NAME OF A BROKER
PARTICIPATE IN THE PLAN?
Registered Owners are eligible to participate in the Plan with respect to
some or all of their shares. However, any person who beneficially owns shares
which are registered in the name of a broker or nominee should first have those
shares transferred to his or her own name in order to have dividends on the
shares reinvested. This is a simple procedure which a broker or nominee can
handle upon request.
The opportunity of a holder of Common Stock to participate in the Plan is
not transferrable apart from a transfer of his or her Common Stock to another
person.
5. HOW DOES AN ELIGIBLE PERSON PARTICIPATE IN THE PLAN?
Registered Owners who wish to enroll in the Plan must submit a properly
completed Enrollment Card to the Administrator. Enrollment Cards may be
obtained from Fifth Third Bank, Corporate Trust Services, Mail Drop
1090F5-4129, 38 Fountain Square Plaza, Cincinnati, Ohio 45263 or by phone:
1-800-837-2755 or 1-513-579-5320. Employees who wish to participate in the
Plan should contact human resources personnel to obtain an Employee Enrollment
Card.
6. WHAT ALTERNATIVES ARE AVAILABLE TO PARTICIPANTS IN THE PLAN?
The following investment options are available to participants and are
designated on the Enrollment Card.
(a) "Full Dividend Reinvestment"
This option permits a participant to direct the reinvestment of the cash
dividends on all shares of the Common Stock registered in his or her
name, including all whole and fractional Plan shares. This option also
permits a participant to make optional investments and to direct the
application of such optional investments toward the purchase of
additional shares of Common Stock in accordance with the Plan.
(b)"Partial Dividend Reinvestment"
This option permits a participant to direct the reinvestment of the cash
dividends on a portion of the shares of Common Stock registered in his or
her name. Such number of shares can be any number, up to and including
the number of shares currently owned of record. This option also permits
a participant to make optional investments and to direct the application
of such optional investments toward the purchase of additional shares of
Common Stock in accordance with the Plan.
(c)"Optional Investments Only"
This option allows a participant to make optional investments and to
direct the application of such optional investments towards the purchase
of additional shares of Common Stock in accordance with the Plan. If
this option is selected, the participant will continue to receive cash
dividends on all certificated shares of Common Stock. This option should
only be elected if the participant does not elect either Full Dividend
Reinvestment or Partial Dividend Reinvestment.
In each case, dividends will be reinvested on all participating shares and
on all Plan shares held in a participant's Plan account, including dividends on
shares of Common Stock purchased with optional investments, until a participant
specifies otherwise, withdraws from the Plan, or until the Plan is terminated.
In order to receive cash dividends on Plan shares rather than reinvest such
dividends, those shares must be withdrawn from the Plan by written notification
which must be received by the Administrator at least five days prior to a
scheduled dividend record date.
7. WHEN MAY AN ELIGIBLE PERSON ENROLL IN THE PLAN?
Registered Owners and Employees may enroll in the Plan at any time. If a
properly completed Enrollment Card is received at least five (5) days prior to
the record date for a dividend payment, then reinvestment will begin with that
dividend. Participants will remain enrolled in the Plan until their
participation is discontinued at their written request or is terminated by the
Company.
ADMINISTRATION
8. WHO ADMINISTERS THE PLAN?
The Fifth Third Bank is the Administrator of the Plan. The Company has the
authority to adopt and amend rules and regulations to facilitate the
administration of the Plan. The Administrator is responsible for the clerical
and ministerial administration of the Plan, including receiving initial and
optional cash investments of participants, purchasing shares of Common Stock in
the open market or negotiated transactions, issuing statements to participants
of their Plan account activities and performing certain other administrative
duties related to the Plan as described herein. The Administrator is
responsible for purchasing shares of Common Stock in open market or negotiated
transactions for participants' Plan accounts and the selection of the broker or
dealer (if other than the Administrator) through which such purchases are made.
The Company has no control over the time or prices at which the Administrator
effects such transactions.
COST
9. WHAT DOES IT COST TO PARTICIPATE?
As of the date of this Prospectus, no brokerage commissions or fees are
charged to participants on purchases of Common Stock made through the Plan, and
no service charges are assessed against participants. All costs of
administering the Plan are being paid by the Company. The Company has no
current intention of assessing charges to participants, however, the costs of
administering the Plan may be passed on to the participants in the form of
service charges upon not less than 30 days' prior notice to participants.
PURCHASE OF SHARES
10. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan will either be purchased directly from the
Company or through the Independent Agent in open market or negotiated
transactions. The Company determines the source or sources of shares used to
fulfill Plan requirements and, subject to certain regulatory restrictions on
the frequency with which it can change its determination, may change such
determination from time to time without notice to Plan participants. The
Company shall notify the Administrator in writing as to the source or sources
of shares at least five (5) days prior to the Monthly Investment Date (as
defined in Question 12).
11. WHAT IS THE PRICE OF SHARES PURCHASED THROUGH THE PLAN?
The price of shares purchased from the Company with reinvested cash
dividends or optional investments will be the average of the means between the
highest and lowest sales prices for a share of Common Stock (as reported by
the Nasdaq Stock Market) for the five (5) trading days immediately preceding
the applicable investment date. The price of shares purchased in open market
or negotiated transactions will be the weighted average price at which the
shares are actually purchased for the applicable investment date.
Because the prices at which shares are purchased under the Plan are
determined as of specified dates or as of dates otherwise beyond the control of
participants, participants may lose any advantage otherwise available from
being able to select the timing of their investment.
12. WHEN ARE PURCHASES MADE?
Shares purchased directly from the Company in months in which a dividend is
not paid will be purchased on the seventh day of each month or the first
business day thereafter (the "Monthly Investment Date"). Shares purchased from
the Company in a month when a dividend is paid, will be purchased on the
dividend payment date. Shares purchased in open market or negotiated
transactions will be purchased as soon as practicable (but in no event more
than 30 calendar days) after the applicable Monthly Investment Date. Shares
purchased in open market or negotiated transactions in a month when a dividend
is paid will be purchased as soon as practicable (but in no event more than 30
calendar days) after the applicable dividend payment date. In either case, the
shares purchased are subject to any waiting periods required under applicable
securities laws or stock exchange regulations. For purposes of making
purchases for participants' accounts, a participant's funds may be commingled
with those of other participants in the Plan.
13. HOW MANY SHARES ARE PURCHASED FOR EACH PARTICIPANT?
A participant's Plan account will be credited with that number of shares,
including fractional shares equal to the amount of dividends paid on shares
allocated to a participant's Plan account plus the total amount invested
through optional investments, if any, divided by the applicable purchase price
or prices per share.
OPTIONAL INVESTMENTS
14. CAN ADDITIONAL SHARES BE PURCHASED?
Yes. Additional shares may be purchased with optional investments.
15. WHEN CAN OPTIONAL INVESTMENTS BE MADE?
Optional investments can be made at any time, and funds received at least
three (3) business days prior to a Monthly Investment Date (the "Monthly Cut-
off Date") will be invested on the next Monthly Investment Date as provided
herein. For optional investments made in a month when a dividend is paid, the
investment date will be the same as the dividend payment date.
Optional investments received after the Monthly Cut-Off Date will not be
returned but will be held for investment on the next Monthly Investment Date.
No interest will be paid on funds received as optional investment pending
investment so participants should time their investments so that they are
received by the Administrator shortly before the Monthly Cut-off Date.
16. WHAT LIMITATIONS APPLY TO OPTIONAL INVESTMENTS?
Plan participants may invest through optional investments a minimum of $100
per investment and a maximum of $10,000 per month. Optional investments of
less than $100 or more than $10,000 will be returned to the participant without
interest.
The Company has no arrangements or understandings, formal or informal, with
any person relating to the distribution of shares to be received pursuant to
the Plan. Broker-dealers, financial intermediaries and other persons who
acquire shares of Common Stock through the Plan and resell them shortly after
acquiring them may be considered to be underwriters within the meaning of the
Securities Act.
17. HOW CAN A PARTICIPANT MAKE OPTIONAL INVESTMENTS TO PURCHASE ADDITIONAL
SHARES?
A participant may initially make an optional investment by enclosing with an
Enrollment Card a check or money order made payable to National City
Bancshares, Inc. Dividend Reinvestment and Stock Purchase Plan. NO CASH
INVESTMENTS WILL BE ACCEPTED. Thereafter, the participant may make optional
investments by sending a check or money order along with the detachable portion
of the account statement. A participant does not have to send the same amount
of money each month, nor is there an obligation to make an optional investment
at any time.
Participants may also make optional investments by monthly electronic funds
transfer. A participant may instruct the Administrator to arrange for
automatic deductions once a month from a participant's designated account at a
qualified institution by requesting an Automatic Debit Authorization Form from
the Administrator. Automatic debits must be at least $100 per investment and
cannot exceed $10,000 per month. The participant's designated account will be
debited no sooner than the third business day prior to the Monthly Investment
Date. Automatic Debit Authorization forms to initiate automatic debits
received after the first day of the month will be processed the following
month.
SAFEKEEPING OF STOCK CERTIFICATES
18. WHAT HAPPENS TO STOCK CERTIFICATES UNDER THE PLAN?
Stock certificates for shares purchased through the Plan will not be issued
unless specifically requested, relieving participants of the responsibility of
certificate safekeeping. Certificates for full shares will be issued upon
written request directed to the Administrator.
REPORTS TO PARTICIPANTS
19. HOW WILL PARTICIPANTS BE INFORMED ABOUT THEIR ACCOUNTS?
Each participant will receive a quarterly statement of his or her Plan
account as soon as practicable after each dividend payment date. The statement
will show, among other things:
(a)Total shares of Common Stock, including fractional shares, credited to
the participant's Plan account;
(b)The price per share of each transaction; and
(c)Appropriate data for Federal income tax reporting.
For months occurring between quarterly dividend payments, each participant
who has made an optional investment will receive a notice showing, among other
things:
(a) The amount of the investment received;
(b)The total shares of Common Stock, including fractional shares, credited
to the participant's Plan account;
(c)The price per share of each transaction; and
(d)Appropriate data for Federal income tax reporting.
FEDERAL INCOME TAXES
20. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Participants should understand that the automatic reinvestment of dividends
under the Plan does not relieve a participant of income tax liability for such
dividends. Participants in the Plan will be considered to have received a
dividend for federal income tax purposes equal to the fair market value of the
shares purchased with the reinvested dividends. Such fair market value will
become the participant's basis in the shares purchased under the Plan. The
participant's holding period of such shares will begin on the day following the
dividend investment date. Participants in the Plan who elect to invest in
additional shares by making optional investments will be treated for federal
income tax purposes as having received a dividend equal to the excess, if any,
of the fair market value of the shares purchased over the optional investment
made. The participant's tax basis in the shares purchased with an optional
investment will be equal to the fair market value of the shares acquired. The
participant's holding period of such shares will begin on the day following the
date on which the shares are purchased.
If shares are purchased in open market or negotiated transactions (whether
purchased with reinvested cash dividends or optional investments), the Internal
Revenue Service has ruled that a participant will be treated as having received
an additional dividend equal to the participant's share of the brokerage
commission, if any, paid by the Company in connection with the purchase of such
shares. The tax basis of shares purchased in open market or negotiated
transactions will include the brokerage commissions, if any, paid by the
Company in connection with the purchase of such shares.
A participant will not recognize any taxable income when certificates are
issued for shares credited to the participant's account, either upon the
participant's request for certificates or upon withdrawal from or termination
of the Plan.
A participant will recognize gain or loss when whole shares, fractional
shares or stock rights (see Question 26) are sold or exchanged on behalf of the
participant or when the participant sells his or her shares after withdrawal
from or termination of the Plan. The amount of such gain or loss will be the
difference between the amount that the participant receives for the shares or
stock rights and the participant's tax basis.
If the participant is not subject to "backup" withholding of federal income
tax, the full amount of dividends received will be used to purchase shares
under the Plan. However, if the participant is subject to "backup"
withholding, the amount of federal income tax withheld will reduce the amount
available to purchase shares. A participant is subject to "backup" withholding
if the participant fails to furnish his or her Social Security number to the
Company, if the Internal Revenue Service notifies the Company that an incorrect
number was furnished, if the participant is notified that he or she is subject
to "backup" withholding under Section 3406(a)(1)(C) of the Internal Revenue
Code or if the participant fails to certify to the Company his or her Social
Security number and that he or she is not subject to "backup" withholding.
Each participant will be required to furnish a Form W-9 to the Company which
contains the required certifications in order to have dividends on shares
enrolled in the Plan reinvested without withholding.
In the case of foreign shareholders, taxable income under the Plan is
subject to federal income tax withholding. Reinvestments will be made under
the Plan net of the amount of tax required to be withheld. Regular statements
of account confirming purchases made for foreign participants will indicate the
amount of tax withheld.
All participants are urged to consult their own tax advisors to determine
the particular tax consequences which may result from their participation in
the Plan and the subsequent disposal of shares purchased through the Plan.
WITHDRAWAL
21. HOW DOES A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
A participant may terminate participation in the Plan at any time by sending
written notice to Fifth Third Bank, Corporate Trust Services, Mail Drop 1090F5-
4129, 38 Fountain Square Plaza, Cincinnati, Ohio 45263. A terminating
participant may request that a certificate for all full shares held in the Plan
be remitted along with a check for any fractional shares. The rate at which
fractional shares will be paid will be based upon the previous day's closing
sales price for a share of Common Stock (as reported by the Nasdaq Stock
Market).
Alternatively, a terminating participant may request that all full and
fractional shares held in the account be liquidated and a check for the
proceeds (less any applicable fees and commissions) be forwarded to the
participant. Sales will be effected on the open market and applicable fees and
commissions will be comparable to or less than rates then prevailing in the
brokerage industry for similar transactions.
Requests for termination must be received by the Administrator at least five
business days prior to a record date in order to be effective for that dividend
reinvestment period. Requests received after the fifth business day preceding
a record date will be processed after shares for that period have been posted
to the participant's account.
A participant may elect to cease reinvestment on certificated shares by
requesting that his or her participation status be changed to "Optional
Investments Only". In such case, a participant will receive cash dividends on
certificated shares.
22. HOW DOES A PARTICIPANT WITHDRAW A PORTION OF HIS OR HER SHARES FROM THE
PLAN?
A participant may request that a certificate for some portion of his or her
shares in the Plan be remitted to the participant. A partial withdrawal does
not constitute a change in a participant's status and the account will continue
as previously enrolled.
A participant may request that the Administrator sell a portion of his or
her shares in the Plan. Such sales will take place on the open market and a
check (less applicable commissions and fees) will be remitted to the
participant. Applicable fees and commissions will be comparable to or less
than rates then prevailing in the brokerage industry for similar transactions.
Such a sale will not constitute a change in a participant's status and the
account will continue to reinvest as previously enrolled.
Requests for partial withdrawal must be received by the Administrator at
least five business days prior to a record date in order to be effective for
that dividend reinvestment period.
23. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES OF
COMMON STOCK REGISTERED IN THE PARTICIPANT'S NAME?
If a participant should sell or transfer all shares of Common Stock
registered in the participant's name, dividends on the shares credited to the
participant's account under the Plan will continue to be reinvested until final
account disposition instructions are received from the participant. However,
if at such time there is less than one full share in a the participant's
account, the Administrator may close the account and pay to the participant, at
the latest known address of the participant, a cash settlement (determined as
described above in Question 21) in lieu of the fractional share.
OTHER INFORMATION
24. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
For each meeting of shareholders, a participant will receive proxy materials
that will enable the participant to vote both those shares which are registered
in the participant's name and those shares which are credited to the
participant's Plan account.
Participants may vote their shares, including all shares held in their Plan
accounts, in person at any shareholders' meeting.
In no event will the Administrator exercise its own discretion in voting any
shares held on behalf of the Plan participants.
25. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE ADMINISTRATOR UNDER
THE PLAN?
The Administrator does not have any responsibility with respect to the
preparation and content of this Prospectus. Neither the Company nor the
Administrator in administering the Plan as described herein, will be liable for
any act done in good faith or for any good faith omission to act, including,
without limitation, any claims of liability arising out of failure to terminate
a participant's Plan participation upon such participant's death prior to
receipt of legally sufficient instructions with respect thereof.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY, THE ADMINISTRATOR
NOR THE INDEPENDENT AGENT CAN ASSURE PARTICIPANTS OF PROFITS, OR PROTECT
PARTICIPANTS AGAINST LOSSES, ON SHARES PURCHASED AND/OR HELD UNDER THE PLAN.
26. IF THE COMPANY ISSUES RIGHTS TO PURCHASE SECURITIES TO THE HOLDERS OF
COMMON STOCK, HOW WILL THE RIGHTS ON PLAN SHARES BE HANDLED?
In the event the Company makes available to the holders of Common Stock
rights to purchase additional shares of Common Stock or any other securities
(and such rights may be transferred separately from the Common Stock), such
rights accruing to shares of Common Stock held by the Administrator for
participants will be sold and the proceeds will be invested on the next
dividend reinvestment date in additional shares of Common Stock for the
accounts of the participants. Any participant who wishes to be in a position
to exercise any such rights which the Company may make available in the future
to holders of its Common Stock with respect to shares purchased through the
Plan should request Certificates for full shares purchased for their account
through the Plan.
27. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
Any shares representing stock dividends or stock splits distributed by the
Company will be credited to the participant's Plan account. Participants who
select the "Optional Investments Only" feature in the Plan will receive their
stock certificates through the mail in the same manner as other shares not held
in the Plan.
28. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend, modify or terminate the Plan at
any time and to interpret and regulate the Plan as it deems necessary or
desirable in connection with the operation of the Plan. All participants will
receive notice of any such suspension, modification or termination. Upon
termination of the Plan by the Company, a certificate will be issued to each
participant for the number of full shares in such participant's account. Any
fractional share in such participant's account will be converted to cash
(determined as described above in Question 21) and remitted to the participant.
The Administrator reserves the right to resign at any time upon reasonable
notice to the Company in writing. The Company may at any time elect to replace
the Administrator with a successor administrator, upon reasonable notice to
both parties.
29. WHERE SHOULD CORRESPONDENCE REGARDING THE PLAN BE DIRECTED?
All correspondence concerning the Plan should be addressed to:
Fifth Third Bank
Administrator, National City Bancshares, Inc.
Dividend Reinvestment and Stock Purchase Plan
Corporate Trust Services
Mail Drop 1090F5-4129
38 Fountain Square Plaza
Cincinnati, Ohio 45263
COMMISSION POSITION ON INDEMNIFICATION
The Articles of Incorporation of the Company provide for indemnification of
directors, officers and employees of the Registrant against any and all
liability and reasonable expense that may be incurred by them, arising out of
any claim or action, civil, criminal, administrative or investigative, in which
they may become involved by reason of being or having been a director, officer
or employee. To be entitled to indemnification, those persons must have been
wholly successful in the claim or action or the Board of Directors must have
determined that such persons acted in good faith in what they reasonably
believed to be the best interests of the Company (or at least not opposed to
its best interests) and, in addition, in any criminal action, had reasonable
cause to believe their conduct was lawful (or had no reasonable cause to
believe that their conduct was unlawful).
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
LEGAL MATTERS
The legality of the shares of Common Stock being issued pursuant to the Plan
is being passed upon by Baker & Daniels, Indianapolis, Indiana.
EXPERTS
The consolidated financial statements of the Company for the year ended
December 31, 1997, incorporated by reference in the Company's Annual Report on
Form 10-K, have been audited by McGladrey & Pullen, LLP, independent auditors,
as set forth in their reports included therein and incorporated herein by
reference. The financial statements referred to above are incorporated herein
by reference in reliance upon such reports and upon the authority of such firm
as experts in auditing and accounting.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the issuance and distribution of
the securities being registered, are:
<TABLE>
<CAPTION>
<S> <C>
Registration Fee $1,892
Legal Fees and Expenses 7,500
Printing Expenses 8,000
Miscellaneous Expenses 1,118
Total $18,510
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Indiana Business Corporation Law provides that a corporation, unless
limited by its Articles of Incorporation, is required to indemnify its
directors and officers against reasonable expenses incurred in the successful
defense of any proceeding to which the director or officer was a party because
of serving as a director or officer of the corporation.
As permitted by the Indiana Business Corporation Law, the Company's Articles
of Incorporation provide for indemnification of directors, officers and
employees of the Company against any and all liability and reasonable expense
that may be incurred by them, arising out of any claim or action, civil,
criminal, administrative or investigative, in which they may become involved by
reason of being or having been a director, officer or employee. To be entitled
to indemnification, those persons must have been wholly successful in the claim
or action or the Board of Directors must have determined that such persons
acted in good faith in what they reasonably believed to be the best interests
of the Company (or at least not opposed to its best interests) and, in
addition, in any criminal action, had reasonable cause to believe their conduct
was lawful (or had no reasonable cause to believe that their conduct was
unlawful).
In addition, the Company has a directors' and officers' liability and
company reimbursement policy that insures against certain liabilities,
including liabilities under the Securities Act, subject to applicable
retentions.
ITEM 16. EXHIBITS
The list of exhibits is incorporated by reference to the Index to Exhibits
on page E-1.
ITEM 17. UNDERTAKINGS
a) The undersigned registrant hereby undertakes:
(1)to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2)that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3)to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Evansville, State of Indiana, on June 5, 1998.
NATIONAL CITY BANCSHARES, INC.
By: /S/ MICHAEL F. ELLIOTT
Michael F. Elliott, Chairman of
the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Michael F. Elliott and Robert A. Keil and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed pursuant to Rule 462(b) of the Securities Act of 1933, as
amended, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ MICHAEL F. ELLIOTT Chairman of the Board, Chief June 5, 1998
Michael F. Elliott Executive Officer and Director
(Principal Executive Officer)
/S/ ROBERT A. KEIL President, Chief Financial Officer June 5, 1998
Robert A. Keil and Director (Principal Financial
Officer)
/S/ STEPHEN C. BYELICK, JR. Secretary and Treasurer (Principal June 5, 1998
Stephen C. Byelick, Jr. Accounting Officer)
/S/ JANICE L. BEESLEY Director June 5, 1998
Janice L. Beesley
/S/ SUSANNE R. EMGE Director June 5, 1998
Susanne R. Emge
/S/ DONALD G. HARRIS Director June 5, 1998
Donald G. Harris
Director June __, 1998
Dr. H. Ray Hoops
/S/ JOHN D. LIPPERT Director June 5, 1998
John D. Lippert
/S/ RONALD G. REHERMAN Director June 5, 1998
Ronald G. Reherman
Director June __, 1998
Laurence R. Steenberg
/S/ RICHARD F. WELP Director June 5, 1998
Richard F. Welp
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C> <C>
5 Opinion of Baker & Daniels as to the validity of the shares of Common Stock
offered hereby
23(a) Consent of McGladrey & Pullen, LLP
23(b) Consent of Baker & Daniels (included in Exhibit 5 above)
24 Powers of Attorney (included on signature pages of this Registration
Statement)
</TABLE>
EXHIBIT 5
[LETTERHEAD OF BAKER & DANIELS]
June 5, 1998
Board of Directors
National City Bancshares, Inc.
227 Main Street
P.O. Box 868
Evansville, Indiana 47705-0868
Ladies and Gentlemen:
We have acted as counsel to National City Bancshares, Inc., an Indiana
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), being concurrently filed by the
Company with the Securities and Exchange Commission (the "SEC") relating to the
offering of shares of the Company's Common Stock, without par value (the
"Common Stock"), pursuant to the provisions of the Company's Dividend
Reinvestment and Stock Purchase Plan (the "Plan") set forth in the Registration
Statement. Capitalized terms not defined herein shall have the meaning
assigned to them in the Registration Statement.
We have examined originals or copies, certified, or otherwise identified to
our satisfaction, of such other documents, certificates, and records as we have
deemed necessary or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. As to any facts material to the
opinions expressed herein which were not independently established or verified,
we have relied upon oral or written statements and representations of officers,
trustees, and other representatives of the Company and others.
Based upon and subject to the foregoing and to other qualifications and
limitations set forth herein, we are of the opinion that the shares of Common
Stock offered as set forth in the Registration Statement, when issued in
accordance with the terms and conditions of the Plan, will be legally issued,
fully paid and nonassessable.
To the extent that laws other than the laws of the State of Indiana or the
federal laws of the United States are applicable to any of the transactions,
agreements, or instruments referred to herein, we express no opinion on such
laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus forming a part of the Registration Statement. This
consent is not to be construed as an indication that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act or the Rules and Regulations of the SEC promulgated
thereunder.
Very truly yours,
/s/ Baker & Daniels
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus forming a
part of the Registration Statement on Form S-3 filed by National City
Bancshares, Inc. of our report dated February 5, 1998, on our audits of the
consolidated statements of financial position of National City Bancshares, Inc.
and subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the
three years ended December 31, 1997, which are incorporated by reference in the
December 31, 1997 Form 10-K of National City Bancshares, Inc. and to the
reference of our firm under the heading "Experts" in the Prospectus.
McGLADREY & PULLEN, LLP
Champaign, Illinois
May 28, 1998
