SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): March 31, 1999
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 2 Pages<PAGE>
On March 31, 1999, National Bankshares, Inc. (the "Company"), filed
Amendment Number 1 to the Schedule 13E-4 Tender Offer Statement that was
originally filed with the United States Securities and Exchange Commission
on March 15, 1999.
Amendment Number 1 explains and clarifies Section 8 of the Offer to
Purchase portion of the Tender Offer Statement. The amendment makes it
clear that the Company will use its reasonable judgment before withdrawing
the offer because an event has occurred making it inadvisable for the
Company to proceed. Amendment Number 1 also states that any event of this
nature would need to occur prior to the expiration date of the offer.
Section 8 of the Offer to Purchase contains examples of certain events
that could support National Bankshares' determination that it would be
inadvisable to proceed with the offer. Amendment Number 1 again indicates
that the Company would exercise reasonable judgment in evaluating whether
any particular event or change in condition makes it inadvisable to
proceed.
Finally, Amendment Number 1 explains that, in order for the Company to
determine that it would be inadvisable to proceed with the offer
specifically because of the commencement of armed hostilities involving the
United States, the commencement of hostilities would have, or be reasonably
expected to have, a material effect on the United States stock markets.
In addition to announcing the filing of Amendment Number 1 to the
Schedule 13E-4 Tender Offer Statement, National Bankshares, Inc. also
wishes to confirm that, in its opinion, the current bombing campaign in
Kosovo and Serbia undertaken by the United States with its NATO allies does
not rise to the level of armed hostilities that are likely to have a
material negative effect on United States stock markets, and therefore
would not prompt the Company to withdraw its current tender offer.
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