UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Final Amendment
to
Schedule 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of
the Securities Exchange Act of 1934)
NATIONAL BANKSHARES, INC.
(Name of Issuer)
NATIONAL BANKSHARES, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, $2.50 PAR VALUE
(Title of Class of Securities)
634865109
(CUSIP Number of Class of Securities)
James G. Rakes With Copies to:
Chairman Douglas W. Densmore and Hugh B. Wellons
President & Chief Executive Officer Flippin, Densmore, Morse,
National Bankshares, Inc. Rutherford & Jesse
100 South Main Street, P.O. Box 90002 1800 First Union Tower, Drawer 1200
(540) 951-6236 Roanoke, VA 24006
(540) 510-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the person Filing the Statement)
March 15, 1999
(Date Tender Offer First Published,
Sent or Given to Security Holders)<PAGE>
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
- --------------------------------------------------------------------------------
$5,600,000.00 $1,120
*For purposes of calculating fee only. Assumes the purchase of 200,000 shares
at $28.00 per share.
(X) Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number or the form
or schedule and the date of its filing.
Amount Previously Paid: $1,120
Form or Registration No.: Schedule 13E-4
Filing Party: National Bankshares, Inc.
Date Filed: March 15, 1999
This Final Amendment amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement"), dated and filed on March 15,
1999, as previously amended by Amendment Number 1, dated and filed on March 31,
1999, by National Bankshares, Inc. (the "Company"), a Virginia corporation,
relating to the offer by the Company to purchase up to 200,000 shares of its
common stock (with the right to increase the offer by up to 2% of the total
stock outstanding, or 275,856 shares), $2.50 par value (the "Shares") at a price
of $28.00 per share, net to the seller in cash, all upon the terms and subject
to the conditions set forth in the offer to purchase dated March 15, 1999 (the
"Offer to Purchase"), as amended by Amendment Number 1, dated March 31, 1999,
and the related Letter of Transmittal (which together constitute the "Offer").
Copies of the offer to purchase and the Letter of Transmittal are attached as
Exhibits (a)(1) and (a)(2) to the Issuer Tender Offer Statement on Schedule 13E-
4 dated March 15, 1999.
Item 1. Security and Issuer
The Offer commenced on March 15, 1999, was amended by Amendment Number 1 on
March 31, 1999, and expired on Friday, April 31, 1999, at 5:00 p.m., Eastern
Daylight Time. A total of 299,848 shares were tendered. According to the
tender materials, the Company had the right to increase the Offer by up to 2% of
the total stock outstanding, to a total of 275,856 shares. The Company elected
to increase the Offer, and a total of 275,856 shares have been accepted at a
purchase price of $28.00 per share. Because the Offer was oversubscribed, some
tenders of stock were prorated after certain exceptions for odd-lot shareholders
and conditional tenders of stock according to the terms of the Offer.
On May 3, 1999, the Company filed a Form 8-K with the Securities and
Exchange Commission announcing the preliminary results of the Offer, a copy of
which is filed as Exhibit (a)(8), and is incorporated herein by reference. On
May 10, 1999, the Company mailed checks and/or stock certificates to
shareholders who tendered stock. Cover letters, in three different formats,
accompanied these mailings. The forms of these cover letters are filed as
Exhibits (a)(9), (a)(10) and (a)(11), and are incorporated herein by reference.
<PAGE>
On May 24, 1999, the Company issued a press release and filed a Form 8-K with
the Securities and Exchange Commission announcing the final results of the
Offer, copies of which are filed as Exhibits (a)(12) and (a)(13), respectively,
and are incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended to add the following Exhibits.
9. (a)(8) Form 8-K dated May 3, 1999.
9. (a)(9) Form of cover letter mailed to shareholders with payment for
tendered shares.
9. (a)(10) Alternative form of cover letter mailed to shareholders with
payment for tendered shares and stock certificate for pro-rated
shares.
9. (a)(11) Alternative form of cover letter mailed to shareholders with
return of stock certificates for shares not accepted for tender
because of conditional tender offer.
9. (a)(12) Press release dated May 24, 1999.
9. (a)(13) Form 8-K dated May 24, 1999.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 24, 1999 NATIONAL BANKSHARES, INC.
By: _____________________________
James G. Rakes,
Chairman, President and
Chief Executive Officer<PAGE>
May 10, 1999
Dear Tendering Shareholders:
I am excited to announce that our Stock Tender Offer was concluded
successfully on Friday, April 30, 1999. We had offered to purchase up to
200,000 shares of our common stock at $28.00 per share. According to the
tender materials, we had the right to increase the offer by up to 2% of the
total stock outstanding, to a total of 275,856 shares. Our tender was so
successful that we had more shares tendered than we are permitted to
repurchase. A total of 299,848 shares were tendered. As a result, some of
your tenders may not be accepted, if they were conditional, and some of
your tenders may have to be reduced to allow for proration of the tenders
received.
Under the terms of the tender, we must accept all odd lots less than
100 shares held by a shareholder and all tenders which, as a result of any
proration, would leave the shareholder with less than 100 shares of our
stock. After accepting all such tenders in full, we had to prorate the
remaining tenders that were not conditional.
We have accepted the full tender for all of your shares. Either you
owned less than 100 shares and tendered all of them to us, or you tendered
all of your stock, and as a result of the proration you would have been
left with less than 100 shares. In any event, we thank you for tendering
your stock, and we enclose the attached check, which represents the number
of shares you held times $28.00.
We are very excited about the success of this tender. We are sorry
you have decided to reduce your ownership in our company, but we thank you
for your past loyalty as a shareholder. I hope you will consider us again
when you are looking at possible investment opportunities. If there is
anything that I or anyone else at our company can do to help you in your
banking needs in the future, I hope you will let us know.
Sincerely,
James G. Rakes
Chairman of the Board
President and CEO
JGR/bmr
Enclosure(s)<PAGE>
May 10, 1999
Dear Tendering Shareholders:
I am excited to announce that our Stock Tender Offer was concluded
successfully on Friday, April 30, 1999. We had offered to purchase up to
200,000 shares of our common stock at $28.00 per share. According to the
tender materials, we had the right to increase the offer by up to 2% of the
total stock outstanding, to a total of 275,856 shares. Our tender was so
successful that we had more shares tendered than we are permitted to
repurchase. A total of 299,848 shares were tendered. As a result, some
tenders may not be accepted, if they were conditional, and some tenders may
have to be reduced to allow for proration of the tenders received.
We are tendering only a percentage of your shares. Under the terms of
our tender offer, we had to accept the complete tender for all persons
owning and tendering less than 100 shares and all persons who tendered all
of their stock and would have, as a result of any proration, retained less
than 100 shares. You did not fall into this category, so we have prorated
your tender, and are purchasing from you approximately 91% of the shares
you offered. Accordingly, please accept our check representing the number
of whole shares we accepted for tender times $28.00, and a new certificate
for the shares which you will retain.
We are very excited about the success of this tender. We are sorry
you have decided to reduce your ownership in our company, but we thank you
for your past loyalty as a shareholder. I hope you will consider us again
when you are looking at possible investment opportunities. If there is
anything that I or anyone else at our company can do to help you in your
banking needs in the future, I hope you will let us know. We thank you for
continuing to be a shareholder of National Bankshares, Inc.
Sincerely,
James G. Rakes
Chairman of the Board
President and CEO
JGR/bmr
Enclosure<PAGE>
May 10, 1999
Dear Tendering Shareholder:
I am excited to announce that our Stock Tender Offer was concluded
successfully on Friday, April 30, 1999. We had offered to purchase up to
200,000 shares of our common stock at $28.00 per share. According to the
tender materials, we had the right to increase the offer by up to 2% of the
total stock outstanding, to a total of 275,856 shares. Our tender was so
successful that we had more shares tendered than we are permitted to
repurchase. A total of 299,848 shares were tendered. As a result, some of
your tenders may not be accepted, if they were conditional, and some of
your tenders may have to be reduced to allow for proration of the tenders
received.
Under the terms of the tender, we must accept all odd lots less than
100 shares held by a shareholder and all tenders which, as a result of any
proration, would leave the shareholder with less than 100 shares of our
stock. After accepting all such tenders in full, we had to prorate the
remaining tenders that were not conditional. Depending on the number of
shares tendered and whether the tender was conditional, we may be
purchasing all of a holder s shares tendered, only part of the shares, or
none of them.
Your tender to us was conditional that your tender be accepted in full
or that it be rejected. The tender offer was over-subscribed, and we could
not accept your tender in full. Since we did not meet your conditions for
the tender, we are returning your stock certificate(s) to you.
We thank you for remaining a shareholder of National Bankshares, Inc.
Please let us know if there is anything that we can do to help you in your
banking needs.
Sincerely,
James G. Rakes
Chairman of the Board
President and CEO
JGR/bmr
Enclosure<PAGE>
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 3, 1999
NATIONAL BANKSHARES, INC.
- ---------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Virginia 0-15204 54-1375874
- ---------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. Box 90002
Blacksburg, Virginia 24062-9002
- ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (540) 552-2011
Page 1 of 2 Pages
-1-<PAGE>
Item 5 Other Events
------------
National Bankshares, Inc., today announced that its March 15, 1999
Stock Tender Offer was successfully concluded as scheduled at 5:00 P.M.
Eastern Daylight Time, on Friday, April 30, 1999. The company had offered
to purchase up to 200,000 shares of its common stock at $28.00 per share.
As permitted by the Stock Tender Offer, the company has increased the offer
by 2% of the total stock outstanding to 275,856 shares. With certain
exceptions for odd-lot stockholders and stockholders who made a conditional
tender of shares, the Tender Offer was structured to provide that the
company would purchase the tendered shares on a pro-rata basis in the event
of an over-subscription. National Bankshares, Inc. has determined that
sufficient shares of common stock were properly tendered prior to the close
of the Stock Tender Offer that proration of tendered shares will take
place. The company is now in process of analyzing the impact of odd-lot
and conditional tenders on the proration factor. It is anticipated that
the payment for tendered shares will be made in approximately ten business
days and that certificates for all tendered shares not purchased will be
returned as soon as practicable.
-2-<PAGE>
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 24, 1999
NATIONAL BANKSHARES, INC.
- ------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Virginia 0-15204 54-1375874
- ------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. Box 90002
Blacksburg, Virginia 24062-9002
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (540) 552-2011
Page 1 of 2 Pages<PAGE>
Item 5 Other Events
------------
NATIONAL BANKSHARES FINISHES STOCK BUYBACK
James G. Rakes, Chairman, President & CEO of National Bankshares, Inc.,
today reported a successful conclusion to the stock tender offer that was
announced on March 15. Mr. Rakes said, "We have completed the repurchase of a
total of 275,856 shares of our company's common stock, at $28.00 per share.
Our tender was so successful that we had more shares tendered than we were
permitted to purchase, and we had to prorate some tenders. We are very
excited about the success of this stock repurchase plan. It is an excellent
use of the abundant capital of National Bankshares, and we believe that the
stock repurchase is consistent with our long-term goal of increasing
shareholder value."
National Bankshares, Inc. is the parent company of The National Bank,
headquartered in Blacksburg, and of Bank of Tazewell County, located in
Tazewell. Together, the two banks have 16 offices in Montgomery, Giles and
Tazewell counties and in the cities of Galax and Bluefield, Virginia. The
company s stock is traded over the counter with the trading symbol "NKSH".
FOR FURTHER INFORMATION, PLEASE CONTACT:
Marilyn B. Buhyoff
Secretary & Counsel
P.O. Box 90002
Blacksburg, VA 24062-9002
(540) 951-6331
[email protected]<PAGE>
FOR IMMEDIATE RELEASE
- ---------------------
NATIONAL BANKSHARES FINISHES STOCK BUYBACK
James G. Rakes, Chairman, President & CEO of National Bankshares,
Inc., today reported a successful conclusion to the stock tender offer that
was announced on March 15. Mr. Rakes said, "We have completed the
repurchase of a total of 275,856 shares of our company's common stock, at
$28.00 per share. Our tender was so successful that we had more shares
tendered than we were permitted to purchase, and we had to prorate some
tenders. We are very excited about the success of this stock repurchase
plan. It is an excellent use of the abundant capital of National
Bankshares, and we believe that the stock repurchase is consistent with our
long-term goal of increasing shareholder value."
National Bankshares, Inc. is the parent company of The National Bank,
headquartered in Blacksburg, and of Bank of Tazewell County, located in
Tazewell. Together, the two banks have 16 offices in Montgomery, Giles and
Tazewell counties and in the cities of Galax and Bluefield, Virginia. The
company s stock is traded over the counter with the trading symbol "NKSH".
FOR FURTHER INFORMATION, PLEASE CONTACT:
Marilyn B. Buhyoff
Secretary & Counsel
P.O. Box 90002
Blacksburg, VA 24062-9002
(540) 951-6331
[email protected]<PAGE>
