FILED PURSUANT TO RULE 424(B)(3)
(REG. NO. 333-75091)
PROSPECTUS [LOGO]
312,850 SHARES
NATIONAL CITY BANCSHARES, INC.
COMMON STOCK
The information in this prospectus is not complete, and may be changed.
This prospectus is included in a registration statement that has been filed
with the Securities and Exchange Commission. The selling shareholders cannot
sell these securities until that registration statement becomes effective.
This prospectus is an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where the offer or sale is not
permitted.
NATIONAL CITY BANCSHARES, INC.
227 MAIN STREET
P.O. BOX 868
EVANSVILLE, INDIANA 47705-0868
(812) 464-9677
________________
This prospectus covers the sale of up to 312,850 shares of common stock of
National City Bancshares, Inc. ("NCBE").
Our common stock trades on the Nasdaq National Market tier of the Nasdaq
Stock Market under the symbol "NCBE". On April 9, 1999, the last sale price of
our common stock as reported by Nasdaq was $25 1/2 per share.
The shareholders named in this prospectus are offering these shares for
sale. Any or all of these shares may be sold, from time to time, by means of
ordinary brokerage transactions or otherwise. See "Plan of Distribution." We
will receive none of the proceeds of the sale of these shares.
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 4.
__________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THESE SECURITIES ARE NOT OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
___________________
The date of this prospectus is April 12, 1999.
<PAGE>
We have not authorized anyone (including any salesman or broker) to give
oral or written information about this offering that is different from the
information included in this prospectus or that is not included in this
prospectus.
TABLE OF CONTENTS
PAGE
WHERE YOU CAN FIND MORE INFORMATION.........................................
RISK FACTORS................................................................
Risks Associated with Acquisitions.......................................
Impact of Interest Rate Changes..........................................
Credit Risks............................................................
Regulatory Risks........................................................
Exposure to Local Economic Conditions...................................
Competition.............................................................
Risks Relating to Year 2000 Problem.....................................
ABOUT NCBE..................................................................
USE OF PROCEEDS.............................................................
SELLING SHAREHOLDERS........................................................
PLAN OF DISTRIBUTION........................................................
LEGAL MATTERS...............................................................
EXPERTS.....................................................................
References in this prospectus to "we," "us," "our" and "NCBE' refer to
National City Bancshares, Inc. and its subsidiaries.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires NCBE to file information with the Securities
and Exchange Commission concerning its business and operations. Accordingly,
NCBE files annual, quarterly and special reports, proxy statements and other
information with the Commission. You can inspect and copy this information at
the public reference facility maintained by the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You can also do so
at the following regional offices of the Commission:
New York Regional Office, Seven World Trade Center, Suite 1300,
New York, New York 10048
Chicago Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661
You can get additional information about the operation of the Commission's
public reference facilities by calling the Commission at 1-800-SEC-0330. The
Commission also maintains a web site (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
companies that, like NCBE, file information electronically with the Commission.
You can also inspect information about NCBE at the offices of the National
Association of Securities Dealers, Inc., at 1735 K Street, Washington, D.C.
20006.
The Commission allows NCBE to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you
by referring you to the other information we have filed with the Commission.
The information that we incorporate by reference is considered to be part of
this prospectus, and later information that we file with the Commission will
automatically update and supersede the information we've included in this
prospectus. We incorporate by reference the documents listed below. We also
incorporate by reference any future filings NCBE makes with the Commission
under Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934
until the selling shareholders sell all of the shares or until the offering of
the shares is otherwise ended. This prospectus is part of a registration
statement that we filed with the Commission (Registration No. 333-75091).
FILINGS PERIOD
Annual Report on Form 10-K Year ended December 31, 1998
Proxy Statement Filed April 22, 1998
The description of NCBE Common Stock set forth in the
Registration Statement on Form 8-A/A dated June 12, 1998,
including any amendment or report filed with the Commission for
the purpose of updating such description.
You can request a free copy of these filings by writing or calling us at the
following address:
National City Bancshares, Inc.
P.O. Box 868
Evansville, Indiana 47705-0868
Attention: Investor Relations
(812) 464-9677
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement to this prospectus. We have not
authorized anyone else to provide you with different information or additional
information. The selling shareholders will not make an offer of these shares
in any state where the offer is not permitted. You should not assume that the
information in this prospectus, or any supplement to this prospectus, is
accurate at any date other than the date indicated on the cover page of these
documents.
RISK FACTORS
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. THIS SECTION
DESCRIBES SOME, BUT NOT ALL, OF THESE RISKS. THE ORDER IN WHICH THESE RISKS
ARE LISTED DOES NOT NECESSARILY INDICATE THEIR RELATIVE PRIORITY. YOU SHOULD
CAREFULLY CONSIDER THESE RISKS AND OTHER INFORMATION IN THIS PROSPECTUS BEFORE
INVESTING IN OUR COMMON STOCK.
THIS PROSPECTUS (INCLUDING INFORMATION INCLUDED OR INCORPORATED BY REFERENCE
HEREIN) CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITH RESPECT TO OUR
FINANCIAL CONDITION, RESULTS OF OPERATIONS, PLANS, OBJECTIVES, FUTURE
PERFORMANCE AND BUSINESS. THESE STATEMENTS INCLUDE WORDS SUCH AS "BELIEVE,"
"EXPECT," "ANTICIPATE," "INTEND," "ESTIMATE" OR SIMILAR EXPRESSIONS. THESE
FORWARD-LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING
STATEMENTS.
RISKS ASSOCIATED WITH ACQUISITIONS
We have grown significantly in recent years as a result of acquisitions.
During 1998, we acquired eleven financial institutions and one branch. Our
future profitability will depend upon our ability to improve the profitability
of acquired companies and to realize expected operational synergies.
Acquisitions involve numerous risks, including unexpected costs or other
difficulties in assimilating operations of acquired companies, diversion of our
attention from other business concerns, risks of entering new geographic
markets, loss of key employees of acquired companies and the risks of
undisclosed liabilities. Acquisitions may result in dilutive issuances of
equity securities, incurring additional debt and the amortization of expenses
related to goodwill and intangible assets. As the consolidation of the banking
industry continues, the competition for suitable acquisition candidates will
increase. We compete with other banking companies for our acquisition
opportunities and many of these competitors have greater financial resources
and acquisition experience than we do.
IMPACT OF INTEREST RATE CHANGES
Like other bank holding companies, we derive our results of operations
principally from net interest income -- the difference between interest earned
on loans and investments and interest expense paid on deposits and other
borrowings. Regional and local economic conditions and the policies of
regulatory authorities, including the monetary policies of the Federal Reserve
Board, affect interest income and interest expense. While we have taken
measures intended to manage the risks of operating in a changing interest rate
environment, we cannot assure you that such measures will be effective.
CREDIT RISKS
As a lender, we are exposed to the risk that our customers will be unable to
repay their loans according to their terms and that any collateral securing the
payment of their loans may not be sufficient to assure repayment. Credit
losses could have a material adverse effect on our operating results. Our
credit risk with respect to our consumer installment loan portfolio and
commercial loan portfolio relates principally to the general creditworthiness
of individuals and businesses within our local markets. Our credit risk with
respect to our real estate mortgage and construction loan portfolio relates
principally to the general creditworthiness of individuals and the value of
real estate serving as security for the repayment of the loans.
REGULATORY RISKS
The banking industry is heavily regulated. These regulations are primarily
intended to protect depositors and the FDIC, not our shareholders or other
creditors. Regulations affecting financial institutions are undergoing
continuous change, and the ultimate effect of such changes cannot be predicted.
Regulations and laws may be modified at any time, and new legislation affecting
financial institutions may be proposed and enacted. We cannot assure you that
such modifications or new laws will not adversely affect us.
EXPOSURE TO LOCAL ECONOMIC CONDITIONS
Our success depends to a certain extent upon the general economic conditions
of the local markets that we serve. Unlike larger banks which are more
geographically diversified, we provide financial and banking services to
customers in those markets in Indiana, Kentucky, Illinois and Ohio, including a
number of rural markets, where our banks operate. We cannot assure you that
favorable economic conditions will exist in such markets.
COMPETITION
We face substantial competition for deposit, credit and trust relationships,
as well as other sources of funding in all of the markets we serve. Competing
providers include other national and state banks, thrifts and trust companies,
insurance companies, mortgage banking operations, credit unions, finance
companies, money market funds and other financial and nonfinancial companies.
Many of our competitors have greater financial resources and offer a broader
range of services than we do.
RISKS RELATING TO YEAR 2000 PROBLEM
Many existing computer programs were designed to use only two digits to
identify a year in the date field without considering the impact of the
upcoming change in the century. If not corrected, critical computer
applications could fail or create erroneous results by or at the year 2000. We
are committed to a plan for achieving compliance with the risks created by the
"Year 2000 problem." We believe that the expenditures required to bring our
data processing systems into compliance will not have a materially adverse
effect on us. However, the Year 2000 problem is pervasive and complex and can
potentially effect any computer process. We cannot assure you that our efforts
to remediate our Year 2000 problems (or other persons' efforts to remediate
their Year 2000 problems) will be successful.
<PAGE>
ABOUT NCBE
GENERAL
NCBE is a multi-bank holding company registered under the Bank Holding
Company Act of 1956, as amended. As of the date of this prospectus, NCBE owned
15 financial institutions operating from a total of 68 locations in Indiana,
Illinois, Kentucky and Ohio. NCBE also owns a leasing subsidiary and a
property management company.
NCBE is a legal entity separate and distinct from its bank and nonbank
subsidiaries. Accordingly, the right of NCBE, and therefore the right of
NCBE's creditors and shareholders, to participate in any distribution of the
assets or earnings of such subsidiary is necessarily subject to the prior
claims of creditors of such subsidiary except to the extent that claims of NCBE
in its capacity as a creditor may be recognized. The principal sources of
NCBE's revenues are dividends, interest on loans and fees from such
subsidiaries. Federal and state law restricts the ability of certain of such
subsidiaries to pay dividends to NCBE.
As of December 31, 1998, NCBE had total assets of $2.2 billion, total
deposits of $1.7 billion and shareholders' equity of $218.3 million.
NCBE is an Indiana corporation and its principal executive offices are
located at 227 Main Street, Evansville, Indiana 47708 and its telephone number
is (812) 464-9677.
USE OF PROCEEDS
All of the shares of the common stock, without par value, of NCBE (the
"Shares") offered hereby are being sold by the persons identified in the
prospectus (the "Selling Shareholders"). NCBE will not receive any of the
proceeds from the sale of the Shares. NCBE will pay certain expenses relating
to this offering, estimated to be approximately $17,500. See "Selling
Shareholders."
SELLING SHAREHOLDERS
The following table sets forth certain information regarding ownership of
the NCBE Common Stock by the Selling Shareholders as of April 9, 1999,
including the number of Shares offered hereby. The Shares are being registered
to permit public secondary trading of the Shares, and the Selling Shareholders
may offer all or a portion of the Shares for resale from time to time. See
"Plan of Distribution." All of the Shares were issued in connection with the
acquisitions by NCBE of Downstate Banking Co. ("DBC") and Commonwealth
Commercial Corp. ("CCC") on October 31, 1998 in transactions that were exempt
from registration under the Securities Act of 1933, as amended, in reliance
upon the exemption provided by Section 4(2) thereof. The registration
statement of which this prospectus is a part was filed pursuant to the
definitive agreements relating to such acquisitions.
<TABLE>
<CAPTION>
SELLING SHAREHOLDERS NUMBER OF NUMBER OF SHARES OF COMMON STOCK BENEFICIALLY
SHARES OF SHARES OF OWNED AFTER OFFERING (1)
COMMON STOCK COMMON STOCK
BENEFICIALLY OFFERED HEREBY
OWNED PRIOR TO
OFFERING (1)
<S> <C> <C> <C> <C>
NUMBER PERCENT
Downstate National Bank 9,464 9,464 0 *
Employee Stock
Ownership Plan
David J. Emerson (2) 76,976 76,976 0 *
Patricia Emerson (2) 11,526 (3) 11,526 0 *
James F. Emerson 8,648 8,648 0 *
Larry Flynn 2,185 2,185 0 *
Jeffery Grimes 4,551 4,551 0 *
Wendel and Wilda Bridges 5,985 5,985 0 *
Irma Dell McNay Memorial 3,192 3,192 0 *
Trust
R.C. McNay Trust Under Will 798 798 0 *
Oscar Dixon (4)(5) 399 399 0 *
Elsie Ervin 8,778 8,778 0 *
L. Barry Keach (4) 399 399 0 *
Anna Sam Cassell Lanter as 39,900 39,900 0 *
trustee for the Anna Sam
Cassell Lanter Living Trust
Julia P. Lanter 27,531 27,531 0 *
Mark Lanter 22,344 22,344 0 *
Ottis Paul Lanter as trustee 39,900 39,900 0 *
for the Ottis Paul
Lanter Living Trust(4)
Paul C. Lanter (4) 39,102 39,102 0 *
Amos J. Lunsford (4) 6,384 6,384 0 *
Willie Mathis Jr. (4) 399 399 0 *
Loretta E. Norris 2,394 2,394 0 *
Helen Webb 1,995 1,995 0 *
</TABLE>
* The number of shares indicated does not exceed one percent of the number of
shares of Common Stock outstanding.
(1) Beneficial ownership is determined in accordance with the rules of the
Commission. In computing the number of shares beneficially owned by a
person and the percentage ownership of that person, shares of Common
Stock subject to options held by that person that are currently
exercisable or exercisable within 60 days of the date of this prospectus
are deemed outstanding. Such shares, however, are not deemed
outstanding for the purposes of computing the percentage ownership of
each other person. Except as indicated in the footnotes to this table,
each Selling Shareholder named in the table above has sole voting and
investment power with respect to the shares set forth opposite such
Selling Shareholder's name.
(2) This person served as a director or executive officer of DBC within the
last three years.
(3) Includes 5,574 shares which may be acquired within 60 days of the date
of this prospectus upon the exercise of an outstanding option owned by
such Selling Shareholder.
(4) This person served as a director or executive officer of CCC within the
last three years.
(5) This person is currently a director of a subsidiary bank of NCBE.
PLAN OF DISTRIBUTION
All or part of the Shares may be offered by the Selling Shareholders from
time to time in transactions on the Nasdaq Stock Market, in privately
negotiated transactions, through the writing of options on the Shares, or a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. For purposes of this
prospectus, the term "Selling Shareholders" includes donees, transferees,
pledgees or other successors in interest of or to the Selling Shareholders that
receive the Shares as a gift, partnership distribution or other non-sale
related transfer. The Selling Shareholders will act independently of NCBE in
making decisions with respect to the timing, manner and size of each sale. The
methods by which the Shares may be sold or distributed may include, but are not
limited to, the following:
(a)a cross or block trade in which the broker or dealer engaged by the
Selling Shareholders will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to facilitate
the transaction;
(b)purchases by a broker or dealer as principal and resale by such broker
or dealer for its account;
(c)an exchange distribution in accordance with the rules of such
exchange;
(d)ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
(e)privately negotiated transactions;
(f)short sales or borrowings, returns and reborrowings of the Shares
pursuant to stock loan agreements to settle short sales;
(g)delivery in connection with the issuance of securities by issuers,
other than NCBE, that are exchangeable for (whether on an optional or
mandatory basis), or payable in, such shares (whether such securities
are listed on a national securities exchange or otherwise) or pursuant
to which such shares may be distributed; and
(h)a combination of any such methods of sale or distribution.
In effecting sales, brokers or dealers engaged by the Selling Shareholders
may arrange for other brokers or dealers to participate in such sales. Brokers
or dealers may receive commissions or discounts from the Selling Shareholders
or from the purchasers in amounts to be negotiated immediately prior to the
sale. The Selling Shareholders may also sell the Shares in accordance with
Rule 144 under the Securities Act or pursuant to other exemptions from
registration under the Securities Act.
If the Shares are sold in an underwritten offering, the Shares may be
acquired by the underwriters for their own account and may be further resold
from time to time, in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The names of the underwriters with respect to any such
offering and the terms of the transactions, including any underwriting
discounts, concessions or commissions and other items constituting compensation
of the underwriters and broker-dealers, if any, will be set forth in a
prospectus supplement relating to such offering. Any public offering price and
any discounts, concessions or commissions allowed or reallowed or paid to
broker-dealers may be changed from time to time. Unless otherwise set forth in
a prospectus supplement, the obligations of the underwriters to purchase the
Shares will be subject to certain conditions precedent and the underwriters
will be obligated to purchase all the Shares specified in such prospectus
supplement if any such Shares are purchased. This prospectus also may be used
by brokers who borrow the Shares to settle short sales of shares of NCBE Common
Stock and who wish to offer and sell such Shares under circumstances requiring
use of the prospectus or making use of the prospectus desirable.
From time to time, the Selling Shareholders may engage in short sales, short
sales against the box, puts, calls and other transactions in securities of
NCBE, or derivatives thereof, and may sell and deliver the Shares in connection
therewith.
None of the proceeds from the sales of the Shares by the Selling
Shareholders will be received by NCBE. NCBE will bear certain expenses in
connection with the registration of the Shares being offered by the Selling
Shareholders, including all costs incident to the offering and sale of the
Shares to the public other than any commissions and discounts of underwriters,
dealers or agents and any transfer taxes.
The Selling Shareholders, and any broker-dealer who acts in connection with
the sale of Shares hereunder, may be deemed to be "underwriters" as that term
is defined in the Securities Act, and any commissions received by them and
profit on any resale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. NCBE has
agreed to indemnify the Selling Shareholders, any underwriters and certain
other participants in an underwriting or distribution of the Shares and their
directors, officers, employees and agents against certain liabilities,
including liabilities arising under the Securities Act.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for NCBE
by Baker & Daniels, Indianapolis, Indiana.
EXPERTS
The consolidated financial statements of NCBE and subsidiaries as of
December 31, 1998 and 1997 and each of the three years in the three-year period
ended December 31, 1998, incorporated by reference to NCBE's Report on Form 10-
K for the year ended December 31, 1998, have been audited by
PricewaterhouseCoopers LLP, independent certified public accountants, as set
forth in their report and incorporated herein by reference. The financial
statements referred to above are incorporated herein by reference in reliance
upon such report and upon the authority of such firm as experts in auditing and
accounting.
