SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
_______________
Date of Report (Date of Earliest Event Reported): May 31, 1996
NATIONAL BANKSHARES, INC.
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(Exact name of Registrant as specified in its charter)
Virginia 0-15204 54-1375874
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. Box 90002
Blacksburg, Virginia 24062-9002
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (540) 552-2011
Page 1 of 5 Pages
Exhibit Index appears on Page 4<PAGE>
Item 2
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On May 31, 1996, at 11:59 P.M., National Bankshares, Inc. (NBI) of
Blacksburg, Virginia, parent company of The National Bank of Blacksburg,
consummated a transaction with the Bank of Tazewell County (BTC) of
Tazewell, Virginia, in which NBI Interim Bank (a bank organized for the
sole purpose of the transaction and a wholly owned subsidiary of NBI) was
merged into BTC and BTC as the surviving entity became a wholly owned
subsidiary of NBI. BTC is a Virginia state bank headquartered in Tazewell,
Virginia with seven offices.
Pursuant to the Agreement and Plan of Merger dated August 28, 1995,
between NBI and BTC (Plan), each share of the 1,888,209 shares of the
common stock ($1.10 par value) of BTC outstanding immediately prior to the
merger was converted into the right to receive one share of the common
stock ($2.50 par value) of NBI (NBI Common Stock). The merger met the
requirements for a tax-free transaction under the Internal Revenue Code of
1986, as amended, and will be accounted for as a pooling-of-interest. As
provided in the Plan, NBI effected a stock split in the form of a stock
dividend aggregating 190,768 shares of NBI Common Stock for stockholders of
record at the closing of business on May 30, 1996, payable on June 14,
1996. The exchange ratio provided for in the plan took into consideration
the NBI stock split.
Item 7 Financial Statements and Exhibits
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(a) It was deemed impracticable at this time to file the financial
statements. Those statements will be filed by August 10, 1996.
(b) It was deemed impracticable at this time to file the proforma
financial information required by this Item. That information will be
filed by August 10, 1996.
(c) The exhibit listed in the "Exhibit Index" is filed as part of
this report.
Page 2 of 5 Pages<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
NATIONAL BANKSHARES, INC.
By: s/James G. Rakes
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James G. Rakes
President and
Chief Executive Officer
Date: June 14, 1996
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Page 3 of 5 Pages<PAGE>
EXHIBIT INDEX
TO
CURRENT REPORT ON FORM 8-K
OF
NATIONAL BANKSHARES, INC.
Sequential
Exhibit Page No.
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I. Press release dated 5
June 1, 1996
Page 4 of 5 Pages<PAGE>
NATIONAL BANKSHARES, INC.
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100 South Main Street, P.O. Box 90002,
Blacksburg, Virginia 24062-9002/(540) 552-2011
PRESS RELEASE
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National Bankshares, Inc. ("NBI") of Blacksburg, Virginia, parent
company of The National Bank of Blacksburg, and the Bank of Tazewell County
of Tazewell, Virginia today announced that the affiliation of Bank of
Tazewell County with NBI became effective at 11:59 p.m. on May 31, 1996.
Pursuant to this affiliation, Bank of Tazewell County became a wholly owned
subsidiary of NBI.
Each share of the common stock of the Bank of Tazewell County
outstanding at the effective time of the affiliation converts into the
right to receive one share of the common stock of NBI.
In connection with the transaction, and as contemplated by the
Agreement and Plan of Merger, the NBI Board of Directors on May 29, 1996
declared a stock split by way of a share dividend totaling 190,768 shares
of NBI common stock to its shareholders of record on May 30, 1996, payable
on June 14, 1996. Former BTC shareholders will not be entitled to the NBI
stock dividend but the one for one share exchange ratio takes the NBI share
dividend into consideration.
Jim Rakes, President of NBI, stated that he was delighted to have
achieved the affiliation with Bank of Tazewell County, which almost doubles
the asset size of NBI and allows NBI to expand its banking market into Bank
of Tazewell's service area.
Mr. Rakes said, "The opportunities provided by our larger organization
will allow us to serve customers in both Bank of Tazewell County and
National Bank of Blacksburg's markets with a broader range of banking
services efficiently and effectively."
Ray Dodson, President of Bank of Tazewell County, commented that the
affiliation of the two institutions will not change the community banking
philosophy of each bank but will enhance it. "We will still be close to
the community as we always have been but we will be able to increase the
types and size of banking services we offer."
Mr. Rakes said that former BTC shareholders should expect to receive
written instructions soon concerning how they may go about exchanging their
shares of BTC common stock for NBI common stock. "There is no need for BTC
shareholders to call us in this respect," Mr. Rakes commented, "We expect
to mail them information regarding this in the very near future."
As a combined organization NBI's two banking affiliates, National Bank
of Blacksburg and Bank of Tazewell County, have 14 branches in Virginia and
more than $390,000,000 in total assets.
FOR FURTHER INFORMATION CONTACT:
JAMES G. RAKES, PRESIDENT & CHIEF EXECUTIVE OFFICER
OR
MARILYN B. BUHYOFF, SECRETARY
Page 5 of 5 Pages<PAGE>
