NATIONAL CITY BANCSHARES INC
POS AM, 1999-11-02
STATE COMMERCIAL BANKS
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 As filed with the Securities and Exchange Commission on November 2, 1999

                                                 Registration No. 333-75091

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                      NATIONAL CITY BANCSHARES, INC.
          (Exact name of registrant as specified in its charter)

       INDIANA                           6712                      35-1632155
(State or other jurisdiction    (Primary Standard Industrial     (IRS Employer
     of incorporation or         Classification Code Number)     Identification
        organization)                                                Number)

                              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: NOT APPLICABLE.

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  462(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(d)
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.  [    ]
<PAGE>
                    DEREGISTRATION OF UNSOLD SECURITIES

  National City Bancshares, Inc. ("NCBE")  filed  a  Registration Statement
No.  333-75091 on Form S-3 with the Securities and Exchange  Commission  on
March  26,  1999  (the  "Registration  Statement")  pursuant  to  which  it
registered   312,850  shares  of  common  stock,  without  par  value  (the
"Shares").  The  obligation  of  NCBE  to maintain the effectiveness of the
Registration Statement for the benefit of  the  shareholders  identified in
the Registration Statement (the "Selling Shareholders") expired November 1,
1999.   The Selling Shareholders sold an aggregate of 3,844 Shares  through
November  1, 1999.  This Post-Effective Amendment No. 1 to the Registration
Statement is  filed in order to deregister the 309,006 Shares that were not
sold, as described above.
<PAGE>
                                SIGNATURES

  PURSUANT  TO  THE  REQUIREMENTS  OF  THE  SECURITIES  ACT  OF  1933,  THE
UNDERSIGNED REGISTRANT  CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL OF THE  REQUIREMENTS  FOR FILING ON FORM S-3 AND HAS DULY
CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,  THEREUNTO  DULY AUTHORIZED, IN
THE CITY OF EVANSVILLE, STATE OF INDIANA, ON NOVEMBER 1, 1999.


                                   NATIONAL CITY BANCSHARES, INC.

                                   By:/S/ MICHAEL T. VEA
                                      Michael T. Vea, Chairman of the Board
                                      and Chief Executive Officer

  PURSUANT  TO  THE  REQUIREMENTS  OF  THE  SECURITIES  ACT  OF 1933,  THIS
REGISTRATION  STATEMENT  HAS  BEEN SIGNED BY THE FOLLOWING PERSONS  IN  THE
CAPACITIES INDICATED ON NOVEMBER 1, 1999:

SIGNATURE               TITLE

  /S/ MICHAEL T. VEA          Chairman of the Board, Chief Executive
 Michael T. Vea               Officer and Director (Principal
                              Executive Officer)

  /S/ ROBERT A. KEIL          President, Chief Financial Officer and
 Robert A. Keil               Director (Principal Financial Officer)

 /S/ STEPHEN C. BYELICK, JR.  Secretary and Treasurer (Principal
 Stephen C. Byelick, Jr.      Accounting Officer)

  JANICE L. BEESLEY*          Director
 Janice L. Beesley

   BEN L. CUNDIFF*            Director
 Ben L. Cundiff

   SUSANNE R. EMGE*           Director
 Susanne R. Emge

  DONALD G. HARRIS*           Director
 Donald G. Harris

  DR. H. RAY HOOPS*           Director
 Dr. H. Ray Hoops

  JOHN D. LIPPERT*            Director
 John D. Lippert


  GEORGE D. MARTIN*           Director
 George D. Martin

  RONALD G. REHERMAN*         Director
 Ronald G. Reherman

 LAURENCE R. STEENBERG*       Director
 Laurence R. Steenberg

  ROBERT D. VANCE*            Director
 Robert D. Vance

  RICHARD F. WELP*            Director
 Richard F. Welp

 *BY: /S/ ROBERT A. KEIL
 Robert A. Keil
 Attorney-in-fact



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