As filed with the Securities and Exchange Commission on March 15, 1999
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
AMENDMENT NUMBER 1 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 & Jessee
100 South Main Street, P.O. Box 90002 1800 First Union Tower, Drawer 1200
Blacksburg, VA 24062 Roanoke, VA 24006
(540) 951-6236 (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 purchases 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 Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 filed March 15, 1999 by National Bankshares, Inc.
(the "Company"), a Virginia corporation, relating to the offer by the Company to
purchase up to 200,000 shares (or such lesser number of shares as are properly
tendered) of its common stock, $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 hereby, and the related Letter of Transmittal
(which together constitute the "Offer"), copies of which are attached as
Exhibits (a)(1) and (a)(2) to the Issuer Tender Offer Statement on Schedule
13E-4 dated March 15, 1999.
Only those items of the Issuer Tender Offer Statement on Schedule 13E-4
that are amended and supplemented hereby are included herein. Capitalized terms
used herein but not otherwise defined shall have the meanings assigned to such
terms in the Offer to Purchase.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9(a)(1) of the Statement, Form of Offer to Purchase dated March 15,
1999, is hereby amended and supplemented to reflect changes in the text of
Section 8 of the Offer to Purchase. Section 8 of the Offer to Purchase is
deleted and the following inserted in its place (actual changes from previous
draft underlined):
<PAGE>
8. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any term of the offer, the Company may, at its option,
withdraw the offer and shall not be required to accept for payment or purchase
or pay for any shares of common stock tendered, if before the expiration date of
the offer, any event has occurred that has been determined by the Company, in
the Company's reasonable judgment, and regardless of the circumstances giving
rise to it (including any action or omission to act by the Company), making it
inadvisable to proceed with the offer or with the acceptance for payment or
payment, including but not limited to the following events:
(a) There shall have been instituted or threatened any
action or proceeding before any court or administrative
agency which challenges the acquisition of shares pursuant to
the offer or otherwise relates in any manner to the offer, or
in the judgment of the Company could otherwise materially and
adversely affect the Company; or
(b) Any action shall have been taken, or any statute,
rule, regulation or order shall have been proposed, enacted,
enforced, or deemed to be applicable to the offer, by any
governmental agency or other regulatory administrative
authority, domestic or foreign, which, in the judgment of the
Company would or might prohibit, restrict or delay
consummation of the offer or materially impair the
contemplated benefits of the offer to the Company; or
(c) There shall have occurred any commencement of armed
hostilities directly or indirectly involving the United
States which has or is reasonably expected to have a material
negative effect on the United States stock markets, or any
national emergency, banking moratorium or suspension of
payments by banks in the United States, or any general
suspension of trading or limitation of prices for securities
on any primary securities exchange or in the over-the-counter
market in the United States, or any decline in either the Dow
Jones Industrial Average or the Standard & Poor's Index of
500 Industrial Companies by an amount in excess of ten
percent measured from the close of business on March 15,
1999; or
(d) Any change shall occur or be threatened in the
business, condition (financial or otherwise), operations,
stock ownership, prospects of the Company or one of its
subsidiary banks, which, in the judgment of the Company, is
or may be material to the Company or its subsidiary, any of
which in the reasonable judgment of the Company makes it
inadvisable to proceed with the acceptance of tenders,
purchase of shares, or payment.
Any determination by the Company concerning any events
described in this section and any related judgment or decision
by the Company regarding the inadvisability of proceeding with
the purchase of or the payment for any shares tendered shall be<PAGE>
final and binding upon all parties. The foregoing conditions
are for the sole benefit of the Company and may be asserted by
the Company regardless of the circumstances giving rise to
those conditions or may be waived by the Company in whole or in
part. The Company's failure at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such
right, and each such right shall be deemed an ongoing right
that may be asserted at any time and from time to time.
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Schedule 13E-4 is true, complete and correct.
NATIONAL BANKSHARES, INC.
March 31, 1999 By: /s/ JAMES G. RAKES
----------------------------
James G. Rakes
Chairman, President and Chief
Executive Officer<PAGE>
