SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
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Date of Report (Date of Earliest Event Reported): November 9, 2000
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) 951-6300
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Item 7 Financial Statements and Exhibits
On November 9, 2000, National Bankshares, Inc. (The Company) completed
its acquisition of six Virginia branches of AmSouth Bank of Birmingham, Alabama.
The Company plans to operate the Dublin, Radford and Pulaski offices through its
National Bank of Blacksburg subsidiary. The remaining offices located in Marion,
Wytheville and Abingdon will be operated through the Company's Bank of Tazewell
County subsidiary.
Approximately $94 million in deposits and approximately $42 million in
loans were acquired.
Item 7(a) Financial Statements of Business Acquired
Not applicable
Item 7(b) Pro Forma Financial Statements
The following unaudited pro forma condensed statement of financial
condition as of September 30, 2000 and unaudited pro forma condensed combined
statements of operations for the nine months ended September 30, 2000 and for
the year ended December 31, 1999. (Filed as Exhibit 99.1 hereto).
The unaudited pro forma combined statement of financial condition gives
effect to the branch acquisition as if the transaction had occurred on September
30, 2000.
The unaudited pro forma condensed combined statement of operations for the year
ended December 31, 1999 gives effect to the branch acquisition as if the
transaction had occurred January 1, 1999 and the unaudited proforma condensed
combined statement of operations for the nine-month period ended September 30,
2000 gives effect to the branch acquisition as if the transaction had occurred
January 1, 2000. The unaudited pro forma condensed combined financial statements
are provided for informational purposes. The unaudited pro forma condensed
combined financial information presented is not necessarily indicative of what
the actual financial condition or results of operations would have been had the
branch acquisition been completed as of beginning of the periods presented and
is not indicative of future financial condition or future results of operations.
The unaudited pro forma condensed combined financial information set
forth herein was prepared for purposes of complying with Regulation S-X of the
Securities and Exchange Commission in connection with the filing of the Form 8-K
of the Company relating to the Branch Acquisition, since such acquisition is
significant to the financial statements of the Company. These unaudited pro
forma condensed combined financial statements should be read in conjunction with
the audited financial statements of the Company, incorporated by reference to
Item 13I of the Company's Report on Form 10-K for the year ended December 31,
1999.
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Item 7(c) Exhibits
Exhibit 99.1 Unaudited Pro Forma Condensed Combined Statements of
Financial Condition as of December 31, 1999 and Unaudited Condensed Combined
Statements of Operations for the Nine Months Ended September 30, 2000 and for
the Year Ended December 31, 1999.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL BANKSHARES, INC.
December 28, 2000 /s/James G. Rakes
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Date James G. Rakes
Chairman
President and
Chief Executive Officer
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Exhibit 99.1
National Bankshares, Inc.
Item 7(b) Pro Forma Financial Information
I. Unaudited Pro Forma Condensed Combined Statements of Financial Condition
as of September 30, 2000.
(dollars in thousands)
AmSouth
NBI Branches
September 30, 2000 Acquired Combined
--------------------- --------------- ----------
Cash and due from banks $ 9,301 $ 1,544 $ 10,845
Interest-bearing deposits 18,003 0 18,003
Federal funds sold 100 0 100
Securities available for sale 120,190 31,037 (1) 151,227
Securities held to maturity 21,138 0 21,138
Mortgage loans held for sale 122 0 122
Loans, net of unearned income
and deferred fees 316,266 42,147 358,413
Less allowance for loan losses 3,732 0 3,732
--------------------- --------------- ----------
Loans, net 312,534 42,147 354,681
Bank premises and equipment 8,388 1,842 10,230
Accrued interest receivable 4,316 0 4,316
Premium paid 0 8,293 (2) 8,293
Other assets 4,805 187 4,992
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Total assets $498,897 $85,050 $583,947
===================== =============== ==========
Noninterest-bearing deposits 58,731 24,649 83,380
Other deposits 370,541 69,588 440,129
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Total deposits 429,272 94,237 523,509
Borrowed funds 10,198 -10,000 (3) 198
Other liabilities 1,858 813 2,671
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Total liabilities 441,328 85,050 526,378
Stockholder's equity 57,569 0 57,569
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Total liabilities and
stockholders' $498,897 $85,050 $583,947
Equity
===================== =============== ==========
Note 1: It was assumed for purposes of this disclosure that cash
received from the transaction less the pay-off of a $10,000,000
term loan from the FHLB would be invested in securities available
for sale.
Note 2: The premium paid was 8.8% of deposits purchased.
Note 3: Pay-off of term loan to FHLB is the amount of $10,000,000 at 7%.
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National Bankshares, Inc.
Item 7(b) Pro Forma Financial Information
II. Unaudited Pro Forma Condensed Combined Statements of Operations for the
year ended December 31, 1999.
Pro Forma
(dollars in thousands)
AmSouth
NBI Branches
December 31, 1999 Acquired Combined
-------------------- --------------- -----------
Interest income $ 33,603 $ 5,743 $39,346
Interest expense 14,203 3,522 17,725
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Net interest income 19,400 2,221 21,621
Provision for loan losses 1,400 0 1,400
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Net interest income
After provision for loan losses 18,000 2,221 20,221
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Noninterest income 3,512 655 4,167
Noninterest expense 11,868 1,919 13,787
Premium amortization 0 553 553
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Income before taxes 9,644 404 10,048
Income taxes 2,556 137 2,693
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Net income $ 7,088 $ 267 $ 7,355
==================== =============== ===========
Diluted earnings per share $ 1.96 $ 2.04
==================== ===========
Weighted Average Shares 3,607,669 3,607,669
==================== ===========
Note 1: Securities available for sale were assured to be invested at
a rate of 7%. Loan yields were approximately 8.5%.
Note 2: The cost of interest-bearing deposit was approximately 4.5%.
Note 3: The deposit premium is being amortized over a 15 year period.
Note 4: A 34% income tax rate was used.
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National Bankshares, Inc.
Item 7(b) Pro Forma Financial Information
III. Unaudited Pro Forma Condensed Combined Statement of Operations for the
nine-month period ended September 30, 2000.
Pro Forma
(dollars in thousands)
AmSouth
NBI Branches
September 30, 2000 Acquired Combined
--------------------- -------------- -----------
Interest income $ 27,716 $ 4,306 $32,022
Interest expense 12,710 2,641 15,351
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Net interest income 15,006 1,665 16,671
Provision for loan losses 997 0 997
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Net interest income
After provision for loan losses 14,009 1,665 15,674
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Noninterest income 2,863 491 3,354
Noninterest expense 9,376 1,439 10,815
Premium amortization 0 415 415
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Income before taxes 7,496 302 7,798
Income taxes 2,024 103 2,127
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Net income $ 5,472 $199 $ 5,671
===================== ============== ===========
Diluted earnings per share $ 1.56 $ 1.61
===================== ===========
Weighted Average Shares 3,515,337 3,515,337
===================== ===========
Note 1: Securities available for sale were assumed to be invested at a
rate of 7%. Loan yields were approximately 8.5%.
Note 2: The cost of interest-bearing liabilities was approximately 4.5%.
Note 3: The deposit premium is being amortized over a 15-year period.
Note 4: A 34% tax rate was used.
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