PROSPECTUS FILED PURSUANT TO RULE 424(B)(3)
(Reg. No. 333-56295)
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.
The National City Bank of Evansville Trust and Investment Management
Group (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 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 November 1, 1999.
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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, 1998;
2.The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998;
3. The Company's Proxy Statement dated April 21, 1999, relating to the
1999 annual meeting of shareholders; and
4.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) 464-9677.
THE COMPANY
National City Bancshares, Inc. is a bank holding company headquartered
in Evansville, Indiana. As of September 30, 1999, the Company owned 12
financial institutions which conduct their business from a total of
67 banking offices in Indiana, Kentucky, Illinois and Ohio. The Company
also has wholly-owned subsidiaries which conduct leasing and financial
services businesses. As of September 30, 1999, the Company had total
consolidated assets of $2.2 billion and total deposits of $1.6 billion.
Through its subsidiaries, the Company provides a comprehensive range of
consumer and commercial banking services to individuals and businesses.
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 The National City Bank of Evansville Trust and Investment
Management Group, 227 Main Street, P.O. Box 868, Evansville, Indiana
47705-0868 or by phone: (812) 464-9840. 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 either discontinued at their written request
or otherwise terminated by the Company.
ADMINISTRATION
8. WHO ADMINISTERS THE PLAN?
The National City Bank of Evansville Trust and Investment Management
Group 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 Administrator 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 The National City Bank of Evansville Trust and
Investment Management Group, 227 Main Street, P.O. Box 868, Evansville,
Indiana 47705-0868. 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 NOR THE
ADMINISTRATOR 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:
The National City Bank of Evansville Trust and Investment Management
Group
Administrator, National City Bancshares, Inc.
Dividend Reinvestment and Stock Purchase Plan
227 Main Street
P.O. Box 868
Evansville, Indiana 47705-0868
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 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 the Company'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.
<PAGE>
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.
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION.....................................................2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE.................................................2
THE COMPANY...............................................................2
USE OF PROCEEDS...........................................................3
THE PLAN..................................................................3
Purpose ...............................................................3
Advantages ............................................................3
Participation......................................................... 4
Administration ........................................................5
Cost ..................................................................5
Purchase of Shares.................................................... 5
Optional Investments.................................................. 6
Safekeeping of Stock Certificates .....................................7
Reports to Participants ...............................................7
Federal Income Taxes ..................................................8
Withdrawal............................................................ 9
Other Information ....................................................10
COMMISSION POSITION ON
INDEMNIFICATION.......................................................11
LEGAL MATTERS............................................................11
EXPERTS..................................................................11
NATIONAL CITY BANCSHARES, INC.
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
P R O S P E C T U S
NOVEMBER 1, 1999
