<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
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(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 1999
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OR
[ ] Transition report pursuant to Section 15(d) of the Securities exchange Act
of 1934
For the transition period from ___ to ___
Commission file number 0-13585
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
EMPLOYEES' SAVINGS AND PROFIT-SHARING
PLAN OF NATIONAL CITY BANCSHARES
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B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
INTEGRA BANK CORPORATION
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(formerly National City Bancshares, Inc.)
227 MAIN STREET, EVANSVILLE, INDIANA 47705
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<PAGE> 2
REQUIRED INFORMATION
A. Financial Statements and Schedules:
Independent Auditors' Report
Statements of Net Assets Available for Benefits as of December 31, 1999 and
1998
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1999
Notes to Financial Statements
Schedule I: Form 5500, Schedule H, Line 4i - Schedule of Assets Held for
Investment Purposes At End of Year
Schedule II: Form 5500, Schedule H, Line 4j - Schedule of Reportable
Transactions
B. Exhibits
23 - Consent of Gaither Rutherford & Co., LLP
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
Employees' Savings and Profit-Sharing
Plan of National City Bancshares, Inc.
Evansville, Indiana
We have audited the accompanying statements of net assets available for benefits
of the Employees' Savings and Profit-Sharing Plan of National City Bancshares,
Inc. (the "Plan") as of December 31, 1999 and 1998, and the related statement of
changes in net assets available for benefits for the year ended December 31,
1999. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998 and the changes in net assets available for benefits
for the year ended December 31, 1999 in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedules I and II is presented for the purpose of additional analysis and is
not a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
GAITHER RUTHERFORD & CO., LLP
Evansville, Indiana
June 28, 2000
3
<PAGE> 4
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN OF
NATIONAL CITY BANCSHARES, INC.
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
1999 1998
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Assets
Investments, at fair value
Vanguard 500 Index Fund $ 8,326,209 $ 4,089,895
Forum Investors Bond Fund 2,630,280 4,042,816
Acorn Fund 1,526,021 973,928
T. Rowe Price International Stock Fund 429,274 70,858
Baron Asset Fund -- 505,157
Forum Investors Growth Fund -- 79,460
Janus Investment Fund -- 10,346
National City Bancshares, Inc. common stock 1,888,068 295,407
Forum Daily Assets Cash Fund 137,737 4,419,079
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Total investments 14,937,589 14,486,946
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Receivables
Employer contributions 555,426 639,547
Employee contributions 26,763 8,138
Accrued Interest and dividends 32,932 22,021
Other 625 3,529
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Total receivables 615,746 673,235
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Total assets 15,553,335 15,160,181
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Liabilities
Accounts payable 399 --
Refund of employee contributions 650 1,564
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Total liabilities 1,049 1,564
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Net assets available for benefits $15,552,286 $15,158,617
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See accompanying notes to financial statements.
4
<PAGE> 5
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN OF
NATIONAL CITY BANCSHARES, INC.
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1999
1999
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Additions to net assets attributed to
Investment income
Interest and dividends $ 415,395
Net realized and unrealized appreciation in
fair value of investments 1,188,881
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1,604,276
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Contributions
Employer 555,303
Employee 775,015
Rollovers 1,160,993
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2,491,311
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Total additions 4,095,587
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Deduction from net assets attributed to
Benefits paid to participants 3,639,238
Administrative fees 62,680
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Total deductions 3,701,918
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Net increase 393,669
Net assets available for benefits:
Beginning of year 15,158,617
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End of year $15,552,286
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See accompanying notes to financial statements.
5
<PAGE> 6
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN OF
NATIONAL CITY BANCSHARES, INC.
Notes to Financial Statements
December 31, 1999 and 1998
(1) Description of the Plan
The following description of the Plan provides only general information.
Participants should refer to the Plan Agreement for a more complete
description of the Plan's provisions.
A. General
All employees of National City Bancshares, Inc. (the sponsor) and its
subsidiaries are eligible to participate in the Plan. The Plan is a
defined contribution plan covering virtually all employees who have one
year of service. A participant shall enter the Plan on the January 1 or
July 1 following attainment of the eligibility requirements. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
B. Contributions
The Plan provides for four kinds of contributions: elective deferrals,
voluntary contributions, qualified nonelective contributions and rollover
contributions. Elective deferral contributions may be made by employees
on a pre-tax basis up to 10% of total Plan compensation, not to exceed
the maximum allowed by the IRS. Voluntary contributions may be made by
employees on an after-tax basis up to 10% of total Plan compensation. A
discretionary qualified nonelective contribution may be made by the
employer. The Plan does not require the employer to make a qualified
nonelective contribution. Rollover contributions may be made by employees
who previously participated in a tax-qualified retirement plan maintained
by another employer provided it satisfies all applicable requirements of
the Internal Revenue Code and any other requirements that the Plan
Administrator may establish.
C. Vesting
Participants are fully vested in their employee and employer
contributions and earnings.
D. Investment Options
Prior to 1999 the Plan was nonparticipant-directed. Effective January 1,
1999, the Plan was amended to allow for participants to direct the
investment of their accounts in company stock and investment funds
offered by the trustee. Participants may change their investment options
generally once each Plan year. Participants may designate their
contributions and any employer contributions allocated to them to be
invested in National City Bancshares, Inc. common stock and any of the
following investment options:
Forum Investors Bond Fund
The Fund invests primarily in investment grade debt securities,
U.S. Government Securities and mortgage-backed and asset-backed
securities rated in the two highest rating categories by NRSRO.
The Fund may invest up to 50% of its total assets in
mortgage-backed securities and up to 15% of its total assets in
asset-backed securities. The Fund invests in securities with
varying maturities ranging from overnight to 30 years.
6
<PAGE> 7
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN OF
NATIONAL CITY BANCSHARES, INC.
Notes to Financial Statements, Continued
Generally, the average weighted maturity of the Fund's portfolio
securities is between 5 and 20 years.
Acorn Fund
Acorn Fund is a diversified mutual fund that invests primarily in
the stocks of small-and-medium-size companies. The Fund generally
invests in the stocks of companies around the globe with
capitalizations of less than $1 billion with the intention of
holding them as they grow and selling them when they become large.
Vanguard 500 Index Fund
The Fund seeks to match the performance of a benchmark index that
measures the investment return of large-capitalization stocks. The
Fund employs a passive management strategy designed to track
performance of the Standard & Poor's 500 Composite Stock Price
Index, which is dominated by the stocks of large U.S. companies.
The Fund invests in the stocks that comprise the Index.
T. Rowe Price International Stock Fund
The Fund's objective is long-term growth of capital through
investments primarily in the common stocks of established,
non-U.S. companies. The Fund intends to invest substantially all
of the Fund's assets outside the U.S. and to diversify broadly
among developed and emerging countries throughout the world. Stock
selection reflects a growth style. The Fund may purchase the
stocks of companies of any size, but its focus will typically be
on large and to a lesser extent, medium-sized companies.
E. Participant Accounts
Four separate accounts are maintained, as required, with respect to each
participant under the Plan. These accounts are an elective deferral
account, voluntary contribution account, qualified nonelective
contribution account and a rollover contribution account. The benefit to
which a participant is entitled is the benefit that can be provided from
the participant's accounts. The value of these accounts is adjusted
annually for (a) contributions and (b) Plan earnings. Allocations are
based on participant earnings or account balances, as defined. If a
qualified nonelective contribution is made, it will be allocated in one
of two ways. If it is made to assist the Plan to comply with
nondiscrimination rules applicable to elective deferrals, it will be
allocated only to non-highly compensated participants. If it is not made
to assist the Plan to comply with these rules, it will be allocated to
all participants who have been credited with at least 1,000 hours of
service during the Plan year.
F. Payment of Benefits
Upon termination of service, a participant may elect to receive the
vested value of his or her accounts in a lump sum distribution with
certain limitations, a qualified joint and survivor annuity or an annuity
payable over the life of a participant. A participant may withdraw all or
a portion of the value of his or her voluntary account prior to
termination of employment.
7
<PAGE> 8
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN OF
NATIONAL CITY BANCSHARES, INC.
Notes to Financial Statements, continued
(2) Summary of Significant Accounting Policies
A. Method of Accounting
The financial statements of the Employees' Savings and Profit-Sharing
Plan of National City Bancshares, Inc. are prepared under the accrual
method of accounting.
B. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures, and actual results may differ from those estimates.
Estimates susceptible to change in the near term include estimates of
investment valuation.
C. Investment Valuation and Income Recognition
Investments of the Plan are stated at aggregate fair value as determined
by quoted market prices as of the last business day of the Plan year. In
accordance with the policy of stating investments at fair value, the
change in net unrealized appreciation or depreciation for the year is
reflected in the statement of changes in net assets available for
benefits. Purchases and sales of securities are recorded on a trade date
basis.
D. Reclassifications
Certain prior year amounts have been reclassified to conform to current
year presentation.
(3) Investments
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $1,188,881, as follows:
Mutual funds $ 1,408,450
Common stock (219,569)
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$ 1,188,881
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(4) Party-In-Interest Transactions
Parties-in-interest are defined under DOL regulations as any fiduciary of
the plan, any party rendering service to the Plan, the employers, and
certain others. The National City Bank Trust Department acts as Trustee
for the Plan, and Trustee fees are paid by the Plan. Party-in-interest
transactions during the year ended December 31, 1999, included employer
contributions and the holding of the Plan's cash and investments by the
National City Bank Trust Department. Trustee fees of $46,176 paid to
the National City Bank Trust Department and accounting fees of
$16,504 paid to Harding Shymanski and Company P.C.
(accountants for the Plan) were paid by the Plan.
8
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EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN OF
NATIONAL CITY BANCSHARES, INC.
Notes to Financial Statements, continued
The Plan held the following party-in-interest investment (at market
value) at December 31:
1999 1998
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National City Bancshares, Inc. common stock 1,888,068 295,407
(5) Plan Termination
Although it has not expressed any intent to do so, the Sponsor has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA and its related
regulations.
(6) Tax Status
The Internal Revenue Service has determined and informed the Company by
letter dated March 29, 1999, that the Plan and related trust, as then
designed, were in compliance with applicable requirements of the Internal
Revenue Code (IRC). The Plan has been amended since receiving the
determination letter. However, the Plan sponsor believes that the Plan is
designed and currently being operated in compliance with the applicable
requirements of the IRC. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
(7) Terminated Participants
Included in net assets available for benefits are amounts allocated to
individuals who have withdrawn from the Plan. Vested amounts allocated to
these participants were $516,240 at December 31, 1999.
(8) Subsequent Event
The Plan sponsor has advised Plan participants the Plan will be amended
and restated effective July 1, 2000, subject to formal adoption, to
provide for employer matching contributions of 100 percent of the first 3
percent and 50 percent of the next 2 percent of participant elective
deferrals.
9
<PAGE> 10
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN OF Schedule I
NATIONAL CITY BANCSHARES, INC.
Form 5500, Schedule H, Line 4i - Schedule of Assets Held
for Investment Purposes at End of Year
December 31, 1999
Name of Plan Sponsor: Integra Bank Corporation
(formerly National City Bancshares, Inc.)
Employer Identification Number: 35-1632155
Three Digit Plan Number: 002
<TABLE>
<CAPTION>
(c)
Description of Investment
Including Number of Shares,
(b) Rate of Interest and (d) (e)
Name of Issuer and Maturity Dates Cost of Current Value of
(a) Description of Investment Investment Investment
------------------------------------------------ ----------------------------- ----------------- -------------------
<S> <C> <C> <C>
Mutual Funds
Vanguard 500 Index 61,525 $ 7,041,485 $ 8,326,209
Forum Investors Bond Fund 272,286 2,856,569 2,630,280
Acorn Fund 82,354 1,397,479 1,526,021
T. Rowe Price International Stock Fund 22,558 356,495 429,274
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11,652,028 12,911,784
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Common Stock
* National City Bancshares, Inc. 75,147 2,091,252 1,888,068
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Short-Term Investment Fund
Forum Daily Asset Fund Interest Rate-Variable 137,737 137,737
----------- -----------
Total Investments $13,881,017 $14,937,589
=========== ===========
</TABLE>
*Denotes party-in-interest investment
10
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EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN OF Schedule II
NATIONAL CITY BANCSHARES, INC.
Form 5500, Schedule H, Line 4j - Schedule of Reportable Transactions
Year Ended December 31, 1999
Name of Plan Sponsor: Integra Bank Corporation
(formerly National City Bancshares, Inc.)
Employer Identification Number: 35-1632155
Three Digit Plan Number: 002
(A) Single Transaction in Excess of 5% of the Current Value of Plan Assets at
the Beginning of the Plan Year: NONE
(B) Series of Non-Security Transactions With the Same party, Aggregating over
5% of Current Value of the Plan Assets at the Beginning of the Year: NONE
(C) Series of Transactions with Respect to Securities of the Same Issuer,
Aggregating over 5% of the Current Value of Plan Assets at the Beginning
of the Plan Year: NONE
(D) Securities Transactions within the Plan Year with or in Conjunction with
a Person in an Amount in Excess of 5% of the Current Value of Plan Assets
at the Beginning of the Plan year: NONE
11
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Employees' Savings and Profit-Sharing
Plan of National City Bancshares, Inc.
By: Integra Bank Corporation, as Plan Administrator
(formerly National City Bancshares, Inc.)
June 28, 2000 /s/ Nancy G. Epperson
Date ----------------------------------------------
Nancy G. Epperson
Director of Human Resources
12
