Back to GetFilings.com
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 0-13585
NATIONAL CITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1632155
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
227 Main Street, P.O. Box 868, Evansville, Indiana 47705-0868
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 812-464-9800
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $1.00 STATED VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ( )
1
2
Based on the closing sales price of February 29, 1996, the aggregate market
value of the voting stock held by non-affiliates of the registrant was
$231,150,938.
The number of shares outstanding of the registrant's common stock, $1.00 stated
value was 4,611,137 at February 29, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's Annual Report to Shareholders for the year
ended December 31, 1995. (Part I, Part II, and Part IV)
(2) Portions of the Registrant's Proxy Statement for the Annual Shareholders'
Meeting to be held April 16, 1996. (Part III)
Exhibit Index appears on page 22.
2
3
NATIONAL CITY BANCSHARES, INC.
1995 FORM 10-K ANNUAL REPORT
Table of contents
PAGE
NUMBER
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . 4
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . 14
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . 14
Item 4. Submission of Matters to a Vote of Security Holders . 14
PART II
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters . . . . . . . . . . . . . . . . . 15
Item 6. Selected Financial Data . . . . . . . . . . . . . . . 15
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation . . . . . . . . . . 15
Item 8. Financial Statements and Supplementary Data . . . . . 15
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure . . . . . . . . . 15
PART III
Item 10. Directors and Executive Officers of the Registrant . . 16
Item 11. Executive Compensation . . . . . . . . . . . . . . . . 18
Item 12. Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . 18
Item 13. Certain Relationships and Related Transactions . . . . 18
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . . 19
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3
4
FORM 10-K
NATIONAL CITY BANCSHARES, INC.
December 31, 1995
PART I
ITEM 1. BUSINESS
National City Bancshares, Inc., (hereinafter referred to as the "Corporation"),
is an Indiana Corporation organized in 1985 to engage in the business of a bank
holding company. Based in Evansville, Indiana, the Corporation has eleven
wholly owned subsidiaries, including nine commercial banks and one savings bank
serving twenty-three communities with a total of thirty-two banking centers,
one leasing corporation, and one insurance agency (which is a subsidiary of a
subsidiary bank). Each subsidiary, its locations, number of offices, year
founded, and date of merger is shown below.
Subsidiary Number of Year Date of
Principal and Other Cities Offices Founded Merger
The National City Bank of Evansville 9 1850 May 6, 1985
Evansville and Newburgh, Indiana
The Peoples National Bank of Grayville 1 1937 May 16, 1988
Grayville, Illinois
The Farmers and Merchants Bank 1 1896 January 30, 1989
Fort Branch, Indiana
First Kentucky Bank 4 1916 November 30, 1990
Sturgis, Morganfield, and
Poole, Kentucky
Lincolnland Bank 5 1904 December 17, 1993
Dale, Chrisney, Grandview,
Hatfield, and Rockport, Indiana
The Bank of Mitchell 4 1882 December 17, 1993
Mitchell, Bedford, and Paoli, Indiana
Pike County Bank 3 1900 December 17, 1993
Petersburg, Arthur, and
Spurgeon, Indiana
The State Bank of Washington 2 1910 December 17, 1993
Washington and Odon, Indiana
White County Bank 1 1904 June 30, 1995
Carmi, Illinois
United Federal Savings Bank 2 1890 August 31, 1995
Vincennes and Princeton, Indiana
NCBE Leasing Corp. 1 1994 November 1, 1994
Evansville, Indiana
UniFed, Inc. 3 1980 August 31, 1995
Petersburg, Princeton, and
Vincennes, Indiana
4
5
The Corporation's subsidiary banks provide a wide range of financial services
to the communities they serve in Southwestern Indiana, Western Kentucky and
Southeastern Illinois. These services include various types of deposit
accounts; safe deposit boxes; safekeeping of securities; automated teller
machines; consumer, mortgage, and commercial loans; mortgage loan sales and
servicing; letters of credit; accounts receivable management (financing,
accounting, billing and collecting); and complete personal and corporate trust
services. All banks are members of the Federal Deposit Insurance Corporation.
The Corporation's nonbank subsidiary, NCBE Leasing Corp., operates as a full
service equipment and real property leasing company offering its services to
all commercial clients of the Corporation's subsidiary banks.
UniFed, Inc., a wholly owned nonbank subsidiary of Pike County Bank (which is a
wholly owned subsidiary of the Corporation), operates as an insurance agency
offering various insurance products through several insurance companies or
underwriters and sells the following types of insurance: casualty, property,
homeowners, business, and automobile.
At December 31, 1995, the Corporation and its subsidiaries had 445 full-time
equivalent employees. The subsidiaries provide a wide range of employee
benefits and consider employee relations to be excellent.
COMPETITION
The Corporation has active competition in all areas in which it presently
engages in business. Each subsidiary bank competes for commercial and
individual deposits and loans with commercial banks, savings and loan
associations, credit unions connected with local businesses, and other
non-banking institutions. The Corporation's leasing company competes with bank
and nonbank leasing companies as well as finance subsidiaries of major
equipment vendors.
FOREIGN OPERATIONS
The Corporation and its subsidiaries have no foreign branches or significant
business with foreign obligers or depositors.
REGULATION AND SUPERVISION
The following is a summary of certain statutes and regulations affecting the
Corporation and its subsidiaries. This summary is qualified in its entirety by
such statutes and regulations.
5
6
The Corporation
The Corporation is a registered bank holding company under the Bank Holding
Company Act as amended ("BHC Act") and as such is subject to regulation by the
Board of Governors of the Federal Reserve Board ("FRB"). A bank holding
company is required to file with the FRB quarterly reports and other
information regarding its business operations and those of its subsidiaries. A
bank holding company and its subsidiary banks are also subject to examination
by the FRB.
The BHC Act requires every bank holding company to obtain the prior approval of
the FRB before acquiring substantially all the assets of any bank or bank
holding company or ownership or control of any voting shares of any bank or
bank holding company, if, after such acquisition, it would own or control,
directly or indirectly, more than 5% of the voting shares of such bank or bank
holding company. Bank holding companies are also prohibited from acquiring
shares of any bank located outside the state in which the operations of the
bank holding company's banking subsidiaries are principally conducted, unless
such an acquisition is specifically authorized by statute of the state in which
the bank whose shares are to be acquired is located. However, the BHC Act does
not place territorial restrictions on the activities of nonbank subsidiaries of
a bank holding company.
In approving acquisitions by bank holding companies of companies engaged in
banking-related activities, the FRB considers whether the performance of any
such activity by a subsidiary of the holding company reasonably can be expected
to produce benefits to the public, such as greater convenience, increased
competition, or gains in efficiency, which outweigh possible adverse effects,
such as over concentration of resources, decrease of competition, conflicts of
interest, or unsound banking practices.
Bank holding companies are restricted in, and subject to, limitations regarding
transactions with subsidiaries and other affiliates.
In addition, bank holding companies and their subsidiaries are prohibited from
engaging in certain "tie in" arrangements in connection with any extensions of
credit, leases, sales of property or furnishing of services.
In connection with its acquisition of United Federal Savings Bank ("UFSB"), the
Corporation became subject to supervision and regulation by the Office of
Thrift Supervision ("OTS"), as a registered thrift holding company under the
provision of the Home Owners Loan Act. The OTS has regulatory and supervisory
jurisdiction over UFSB as well as the Corporation.
6
7
Subsidiaries of the Corporation
The Corporation operates two national banks, The National City Bank of
Evansville and The Peoples National Bank of Grayville. As national banks,
these banks are supervised and regulated by the Comptroller of the Currency
("OCC"), and subject to laws and regulations applicable to national banks.
In addition to its national bank subsidiaries, the Corporation operates five
Indiana state chartered banks; The Farmers and Merchants Bank, Lincolnland
Bank, The Bank of Mitchell, Pike County Bank, and The State Bank of Washington;
a Kentucky state chartered bank, First Kentucky Bank; and an Illinois state
chartered bank, White County Bank. As state banks, they are supervised and
regulated by their state banking supervisor and the Federal Deposit Insurance
Corporation ("FDIC") as their primary federal banking regulatory agency.
Finally, the Corporation operates a federal savings bank, United Federal
Savings Bank, which is supervised and regulated by the OTS.
Capital
The FRB, OCC, OTS, and FDIC require banks and holding companies to maintain
minimum capital ratios.
The FRB has adopted final "risk-adjusted" capital guidelines for bank holding
companies. The new guidelines became fully implemented as of December 31,
1992. The OCC, OTS, and FDIC have adopted substantially similar risk-based
capital guidelines. These ratios involve a mathematical process of assigning
various risk weights to different classes of assets, then evaluating the sum of
the risk-weighted balance sheet structure against the Corporation's capital
base. The rules set the minimum guidelines for the ratio of capital to
risk-weighted assets (including certain off-balance sheet activities, such as
standby letters of credit) at 8%. At least half of the total capital is to be
composed of common equity, retained earnings, and a limited amount of perpetual
preferred stock less certain goodwill items ("Tier I Capital"). The remainder
may consist of a limited amount of subordinated debt, other preferred stock, or
a limited amount of loan loss reserves.
In addition, the federal banking regulatory agencies have adopted leverage
capital guidelines for banks and bank holding companies. Under these
guidelines, banks and bank holding companies must maintain a minimum ratio of
3% Tier 1 Capital (as defined for purposes of the year-end 1992 risk-based
capital guidelines) to total assets. The FRB has indicated, however, that
banking organizations that are experiencing or anticipating significant growth,
are expected to maintain capital ratios well in excess of the minimum levels.
7
8
Regulatory authorities may increase such minimum requirements for all banks and
bank holding companies or for specified banks or bank holding companies.
Increases in the minimum required ratios could adversely affect the Corporation
and the subsidiary banks, including the ability to pay dividends.
Additional Regulation
The Corporation's banks are also subject to federal regulation as to such
matters as required reserves, limitation as to the nature and amount of its
loans and investments, regulatory approval of any merger or consolidation,
issuance or retirement of their own securities, limitations upon the payment of
dividends and other aspects of banking operations. In addition, the activities
and operations of the Corporation's banks are subject to a number of additional
detailed, complex and sometimes overlapping laws and regulations. These
include state usury and consumer credit laws, state laws relating to
fiduciaries, the Federal Truth-in-Lending Act and Regulation Z, the Federal
Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting Act,
the Truth in Savings Act, the Community Reinvestment Act, anti-redlining
legislation and antitrust laws.
Dividend Regulation
The ability of the Corporation to obtain funds for the payment of dividends and
for other cash requirements is largely dependent on the amount of dividends
which may be declared by the Corporation's banks. Generally, the Corporation's
banks may not declare a dividend, without the approval of the appropriate
federal and state regulatory agencies if the total of dividends declared by
such subsidiary bank in a calendar year exceeds the total of its net profits
for that year combined with its retained profits of the preceding two years.
Government Policies and Legislation
The policies of regulatory authorities, including the FRB, OCC, FDIC, OTS and
the Depository Institutions Deregulation Committee, have had a significant
effect on the operating results of commercial banks and thrifts in the past and
are expected to do so in the future. An important function of the Federal
Reserve System is to regulate aggregate national credit and money supply
through such means as open market dealings in securities, establishment of the
discount rate on member bank borrowings, and changes in reserve requirements
against member bank deposits. Policies of these agencies may be influenced by
many factors, including inflation, unemployment, short-term and long-term
changes in the international trade balance and fiscal policies of the United
States government.
The United States Congress has periodically considered and adopted legislation
which has resulted in further deregulation of both banks and other financial
institutions, including mutual funds, securities
8
9
brokerage firms and investment banking firms. No assurance can be given as to
whether any additional legislation will be adopted or as to the effect such
legislation would have on the business of the Corporation or the Corporation's
banks.
In addition to the relaxation or elimination of geographic restrictions on
banks and bank holding companies, a number of regulatory and legislative
initiatives have the potential for eliminating many of the product line
barriers presently separating the services offered by commercial banks from
those offered by nonbanking institutions. For example, Congress recently has
considered legislation which would expand the scope of permissible business
activities for bank holding companies (and in some cases banks) to include
securities underwriting, insurance services, and various real estate related
activities as well as allowing interstate branching.
Deposit Insurance
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
was enacted in 1991. Among other things, FDICIA requires federal bank
regulatory authorities to take "prompt corrective action" with respect to banks
that do not meet minimum capital requirements. For these purposes, FDICIA
established five capital tiers: well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized, and critically
undercapitalized. The Corporation and each of the Corporation's banks
currently exceed the regulatory definition of a "well capitalized" financial
institution.
The FRB, OCC, OTS, and FDIC have adopted regulations to implement the prompt
corrective action provisions of FDICIA, effective December 19, 1992. Among
other things, the regulations define the relevant capital measures for the five
capital categories. An institution is deemed to be "well capitalized" if it
has a total risk-based capital ratio (total capital to risk-weighted assets) of
10% or greater, a Tier 1 risk-based capital ratio (Tier 1 Capital to
risk-weighted assets) of 6% or greater, and a Tier 1 leverage capital ratio
(Tier 1 Capital to total assets) of 5% or greater, and is not subject to a
regulatory order, agreement or directive to meet and maintain a specific
capital level for any capital measure. An institution is deemed to be
"adequately capitalized" if it has a total risk-based capital ratio of 8% or
greater, a Tier 1 risk-based capital of 4% or greater, and (generally) a Tier 1
leverage capital ratio of 4% or greater, and the institution does not meet the
definition of a "well capitalized" institution. An institution is deemed to be
"critically undercapitalized" if it has a ratio of tangible equity (as defined
in the regulations) to total assets that is equal to or less than 2%.
"Undercapitalized" banks are subject to growth limitations and are required to
submit a capital restoration plan. If an "undercapitalized" bank fails to
submit an acceptable plan, it is treated as if it is significantly
undercapitalized. "Significantly undercapitalized" banks may be subject to a
number of
9
10
requirements and restrictions, including orders to sell sufficient voting stock
to become adequately capitalized, requirements to reduce total assets, and
cessation of receipt of deposits from correspondent banks. "Critically
undercapitalized" institutions may not, beginning 60 days after becoming
"critically undercapitalized", make any payment of principal or interest on
their subordinated debt.
As an FDIC-insured institution, each of the Corporation's banks is required to
pay deposit insurance premium assessments to the FDIC. Pursuant to FDICIA, the
FDIC adopted a transitional risk-based assessment system, effective January 1,
1993, under which all insured depository institutions were placed into one of
nine categories and assessed insurance premiums, ranging from .23% to .31% of
deposits, based upon their level of capital and supervisory evaluation.
Institutions classified as well-capitalized (as defined by the FDIC) and
considered healthy pay the lowest premium while institutions that are less than
adequately capitalized (as defined by the FDIC) and considered of substantial
supervisory concern pay the highest premium. Risk classification of all
insured institutions is made by the FDIC for each semiannual assessment period.
On June 17, 1993, the FDIC issued regulations establishing a permanent
risk-based assessment system. These regulations took effect October 1, 1993,
and were first used to determine assessments for the assessment period
commencing January 1, 1994. Although the FDIC previously requested comments on
whether the range of risk-based premiums should be expanded so that
institutions posing the least risk to the deposit insurance funds would pay
less than .23% of deposits and institutions posing the highest risk would pay
more than .31% of deposits, the FDIC did not change the premium range and the
permanent risk-based assessment system adopted by the FDIC is substantially the
same as the transitional system. During 1994, the Corporation's banks were
assessed at the rate of .23% of deposits under the transitional assessment
system.
Effective July 1, 1995, the FDIC implemented a change to the insurance premium
rates charged by the Bank Insurance Fund (BIF) and reduced the rates charged to
those institutions posing the least risk to the deposit insurance fund to .04%
of deposits. Effective January 1, 1996, the FDIC further reduced the BIF rates
applicable to those institutions posing the least risk to the deposit insurance
fund to a flat fee of $2,000, regardless of the amount of deposits of such
institution. In institutions posing the least risk, deposits continue to be
insured by Savings Association Insurance Fund (SAIF) at the rate of .23% of
deposits. The Corporation's banking and thrift subsidiaries are all insured by
the BIF and SAIF at the lowest premium rates charged.
The FDIC may terminate the deposit insurance of any insured depository
institution if the FDIC determines, after a hearing, that the institution has
engaged or is engaging in unsafe or unsound practices, is in an unsafe or
unsound condition to continue
10
11
operations, or has violated any applicable law, regulation, order, or any
condition imposed in writing by, or written agreement with, the FDIC. The FDIC
may also suspend deposit insurance temporarily during the hearing process for a
permanent termination of insurance if the institution has no tangible capital.
Management of the Corporation is not aware of any activity or condition that
could result in termination of the deposit insurance of the Corporation's
banks.
Recent Legislation
On September 29, 1994, the Reigle/Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Act") was signed into law. This
Interstate Act effectively permits nationwide banking. The Interstate Act
provides that one year after enactment, adequately capitalized and adequately
managed bank holding companies may acquire banks in any state, even in those
jurisdictions that currently bar acquisitions by out-of-state institutions,
subject to deposit concentration limits. The deposit concentration limits
provide that regulatory approval by the FRB may not be granted for a proposed
interstate acquisition if after the acquisition, the acquiror on a consolidated
basis would control more than 10% of the total deposits nationwide or would
control more than 30% of deposits in the state where the acquiring institution
is located. The deposit concentration state limit does not apply for initial
acquisitions in a state and in every case, may be waived by the state
regulatory authority. Interstate acquisitions are subject to compliance with
the Community Reinvestment Act ("CRA"). States are permitted to impose age
requirements not to exceed five years on target banks for interstate
acquisitions. States are not allowed to opt-out of interstate banking.
Branching between states may be accomplished either by merging separate banks
located in different states into one legal entity, or by establishing de novo
branches in another state. Consolidation of banks is not permitted until June
1, 1997, provided that the state has not passed legislation "opting-out" of
interstate branching. If a state opts-out prior to June 1, 1997, then banks
located in that state may not participate in interstate branching. A state may
opt-in to interstate branching by bank consolidation or by de novo branching by
passing appropriate legislation earlier than June 1, 1997. Interstate
branching is also subject to a 30% statewide deposit concentration limit on a
consolidated basis, and a 10% nationwide deposit concentration limit. The laws
of the host state regarding community reinvestment, fair lending, consumer
protection (including usury limits) and establishment of branches shall apply
to the interstate branches.
De novo branching by an out-of-state bank is not permitted unless the host
state expressly permits de novo branching by banks from out-of-state. The
establishment of an initial de novo branch in a state is subject to the same
conditions as apply to initial acquisition of a bank in the host state other
than the deposit concentration limits.
11
12
Effective one year after enactment, the Interstate Act permits bank
subsidiaries of a bank holding company to act as agents for affiliated
depository institutions in receiving deposits, renewing time deposits, closing
loans, servicing loans, and receiving payments on loans and other obligations.
A bank acting as agent for an affiliate shall not be considered a branch of the
affiliate. Any agency relationship between affiliates must be on terms that
are consistent with safe and sound banking practices. The authority for an
agency relationship for receiving deposits includes the taking of deposits for
an existing account but is not meant to include the opening or origination of
new deposit accounts. Subject to certain conditions, insured savings
associations which were affiliated with banks as of June 1, 1994, may act as
agents for such banks. An affiliate bank or savings association may not
conduct any activity as an agent which such institution is prohibited from
conducting as principal. If an interstate bank decides to close a branch
located in a low or moderate income area, it must comply with additional branch
closing notice requirements. The appropriate regulatory agency is authorized
to consult with community organizations to explore options to maintain banking
services in the affected community where the branch is to be closed.
To ensure that interstate branching does not result in taking deposits without
regard to a community's credit needs, the regulatory agencies are directed to
implement regulations prohibiting interstate branches from being used as
"deposit production offices". The regulations to implement its provisions are
due by June 1, 1997. The regulations must include a provision to the effect
that if loans made by an interstate branch are less than fifty percent of the
average of all depository institutions in the state, then the regulator must
review the loan portfolio of the branch. If the regulator determines that the
branch is not meeting the credit needs of the community, it has the authority
to close the branch and to prohibit the bank from opening new branches in that
state.
When the interstate banking provisions become effective in one year, the
Corporation will have enhanced opportunities to acquire banks in any state
subject to approval by the appropriate federal and state regulatory agencies.
When the interstate branching provisions become effective in June 1997, the
Corporation will have the opportunity to consolidate its affiliate banks to
create one legal entity with branches in more than one state should management
decide to do so, or to establish branches in different states, subject to any
state opt-out provisions. The agency authority permitting the Corporation's
affiliate banks to act as agents for each other in accepting deposits or
servicing loans should make it more convenient for customers of one of the
Corporation's bank to transact their banking business at a Corporation's
affiliate in another state provided that operations are in place to facilitate
these out-of-state transactions.
On November 18, 1993, the FDIC, together with the FRB, OCC, and OTS, published
for comment proposed rules implementing the FDICIA
12
13
requirement that the federal banking agencies establish operational and
managerial standards to promote the safety and soundness of federally insured
depository institutions. The proposal would establish standards for internal
controls, information systems, internal audit systems, loan documentation,
credit underwriting, interest rate exposure, asset growth, and compensation,
fees and benefits. In general, the standards set forth in the proposal consist
of the goals to be achieved in each area, and each institution would be
responsible for establishing its own procedures to achieve those goals.
Additionally, the proposal would establish a maximum permissible ratio of
classified assets to capital and a minimum required earnings ratio. If an
institution failed to comply with any of the standards set forth in the
proposal, the institution would be required to submit to its primary federal
regulator a plan for achieving and maintaining compliance. Failure to submit
an acceptable plan, or failure to comply with a plan that has been accepted by
the appropriate regulator, would constitute grounds for further enforcement
action. Based upon a review of the proposal, management of the Corporation
believes that the proposal, if adopted in substantially the form proposed, will
not have a material adverse effect on the Corporation.
On May 17, 1995, the FDIC, together with the FRB, OCC, and OTS issued new
regulations under the Community Reinvestment Act ("CRA"). Under the
regulations, an institution's performance in meeting the credit needs of its
entire community, including low and moderate income areas, as required by the
CRA, are evaluated under three tests: the "lending test", which considers the
extent to which the institution makes loans in the low and moderate income
areas of its market; the "service test," which considers the extent to which
the institution makes branches accessible to low and moderate income areas of
its market and provides other services that promote credit availability; and
the "investment test", considers the extent to which the institution invests in
community and economic development activities.
Proposed Legislation
In addition to the above, there have been proposed a number of legislative and
regulatory proposals designed to strengthen the federal deposit insurance
system and to improve the overall financial stability of the U.S. banking
system. It is impossible to predict whether or in what form these proposals
may be adopted in the future, and if adopted, what their effect would be on the
Corporation.
STATISTICAL DISCLOSURE
The statistical disclosure on the Corporation and its subsidiaries, on a
consolidated basis, included on pages 1, 4 through 14 and 33 of the
Corporation's Annual Report to Shareholders for the fiscal year ended December
31, 1995, is hereby incorporated by reference herein.
13
14
ITEM 2. PROPERTIES
The net investment of the Corporation and its subsidiaries in real estate and
equipment at December 31, 1995, was $14,739,000. The Corporation's offices are
located in a building owned by The National City Bank of Evansville
(hereinafter referred to as the Bank), in which the Bank's main office is
located. The main office of the Bank is located at 227 Main Street in downtown
Evansville, Indiana. This building is owned in fee by the Bank. The other
subsidiary banks, all branches, the leasing company, and the insurance company
are located on premises either owned or leased. None of the property is
subject to any major encumbrance. The National City Bank of Evansville
committed in 1995 to build an addition to its main office to be completed in
1997 with an approximate cost of $6,000,000. It is anticipated that the
project will be financed internally. There are no other material commitments
for capital expenditures.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
14
15
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED SHAREHOLDER MATTERS
Pages 1 and 33 of the Corporation's Annual Report to Shareholders for the
fiscal year ended December 31, 1995, is hereby incorporated by reference
herein. Dividends are restricted by earnings and the need to maintain adequate
capital. Management intends to continue its current dividend policy subject to
these restrictions.
ITEM 6. SELECTED FINANCIAL DATA
Page 1 of the Corporation's Annual Report to Shareholders for the fiscal year
ended December 31, 1995, is hereby incorporated by reference herein.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
Pages 1, 4 through 14, and 33 of the Corporation's Annual Report to
Shareholders for the fiscal year ended December 31, 1995, are incorporated by
reference herein.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pages 15 through 29 of the Corporation's Annual Report to Shareholders for the
fiscal year ended December 31, 1995, are incorporated by reference herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
15
16
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Directors of the Corporation
This information under the heading "Election of Directors and Information with
Respect to Directors and Officers" on pages 3 to 5 of the Corporation's Proxy
Statement for its Annual Meeting of Shareholders to be held April 16, 1996, is
hereby incorporated by reference herein.
(b) Executive Officers of the Corporation
The Executive Officers of the Corporation, some of whom are also Executive
Officers of The National City Bank of Evansville (hereinafter referred to as
the "Bank") are as follows:
NAME AGE OFFICE AND BUSINESS EXPERIENCE
John D. Lippert 62 Chairman of the Board and Chief Executive
Officer of the Corporation since 1992.
President of the Corporation from 1985 to
1993. Director of the Corporation since
1985. Chairman of the Board of the Bank from
1992 to January 1996. Chief Executive Officer
of the Bank from 1989 to January 1996.
President of the Bank from 1984 to 1993 and a
Director since 1981.
Robert A. Keil 52 President and Director of the Corporation
since 1993. Executive Vice President of the
Corporation from 1991 to 1993. Assistant
Secretary and Assistant Treasurer of the
Corporation from 1985 to 1993. Executive Vice
President of the Bank from 1991 to 1993 and
Senior Vice President from 1987 to 1991.
16
17
NAME AGE OFFICE AND BUSINESS EXPERIENCE
Benjamin W. Bloodworth 60 Executive Vice President and Assistant
Secretary and Assistant Treasurer of the
Corporation since 1993. Senior Vice
President of the Corporation from 1989 to
1993. Executive Vice President of the Bank
from 1991 to January 1996. Senior Vice
President of the Bank from 1980 to 1991.
Director of The Peoples National Bank of
Grayville from 1988 to 1994 and from 1995 to
present. Director of White County Bank from
1995 to present. Director of The Farmers and
Merchants Bank from 1989 to 1993. Director of
Lincolnland Bank since 1994. Director of The
State Bank of Washington from 1994 to 1995.
Michael F. Elliott 44 Executive Vice President of the Corporation
since 1993. Director of the Corporation since
1994. Chairman of the Board of the Bank
since January 1996. President of the Bank
from 1994 to January 1996. Chief Executive
Officer and Director of the Bank since 1994.
Chairman of the Board of The State Bank of
Washington since 1989, Chief Executive Officer
and Director of The State Bank of Washington
from 1982 to 1994. Chairman of the Board from
1990 to December 1993 and President and Chief
Executive Officer from 1988 to December 1993
of Sure Financial Corporation.
Harold A. Mann 57 Secretary and Treasurer of the Corporation
since 1985. Senior Vice President and
Controller of the Bank from 1984 to 1995.
Director of Poole Deposit Bank from 1986 to
1990 and for 1994.
Nancy G. Epperson 51 Human Resources Director for the Corporation
since 1994. Personnel Director of the Bank
from 1985 to 1995.
17
18
NAME AGE OFFICE AND BUSINESS EXPERIENCE
Byron W. Jett 53 Senior Vice President of the Corporation
since 1995. Senior Vice President of
the Bank from 1994 to 1995 and Vice
President of the Bank from 1984 to 1994.
N. Ann Cavis 50 Senior Vice President of the Corporation
since 1995. Senior Vice President of the Bank
since 1995. Vice President of the Bank
from 1991 to 1995.
ITEM 11. EXECUTIVE COMPENSATION
The information under the heading "Compensation of Executive Officers" on pages
7 through 12 of the Corporation's Proxy Statement for its Annual Meeting of
Shareholders to be held April 16, 1996, is hereby incorporated by reference
herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The information under the heading "Voting Securities" on pages 1 through 3 of
the Corporation's Proxy Statement for its Annual Meeting of Shareholders to be
held April 16, 1996, is hereby incorporated by reference herein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the heading "Transactions with Management" on page 13 of
the Corporation's Proxy Statement for its Annual Meeting of Shareholders to be
held April 16, 1996, is hereby incorporated by reference herein.
18
19
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
FINANCIAL STATEMENTS
The following consolidated financial statements of the Corporation and its
subsidiaries, included on pages 15 through 29 of the Corporation's Annual
Report to Shareholders for the fiscal year ended December 31, 1995, are hereby
incorporated by reference:
Independent Auditor's Report
Consolidated Statements of Financial Position, at
December 31, 1995 and 1994
Consolidated Statements of Income, for years ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows, for years ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Shareholders' Equity,
for years ended December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
FINANCIAL STATEMENT SCHEDULES
All schedules are omitted because they are not applicable or not required or
because the required information is included in the consolidated financial
statements or related notes.
EXHIBITS
The following exhibits are submitted herewith or incorporated by reference:
3(i) Articles of Incorporation, as amended
13 Annual Report to Shareholders for the year ended
December 31, 1995
21 Subsidiaries of the Registrant
23 Consent of McGladrey & Pullen, LLP
REPORTS ON FORM 8-K
CURRENT REPORT dated October 25, 1995, for event of October 18, 1995, regarding
the five percent stock dividend and an increase in the cash dividend.
19
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the dates indicated.
NATIONAL CITY BANCSHARES, INC.
By /s/ JOHN D. LIPPERT 3/20/96
John D. Lippert Date
Chairman of the Board and
Chief Executive Officer
By /s/ ROBERT A. KEIL 3/20/96
Robert A. Keil Date
President and
Chief Financial Officer
By /s/ HAROLD A. MANN 3/20/96
Harold A. Mann Date
Secretary and Treasurer
(Chief Accounting Officer)
20
21
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
----------------------- -------
Janice L. Beesley Date
Director
/s/ MICHAEL F. ELLIOTT 3/20/96
Michael F. Elliott Date
Director
----------------------- -------
Susanne R. Emge Date
Director
/s/ DONALD G. HARRIS 3/20/96
Donald G. Harris Date
Director
/s/ ROBERT A. KEIL 3/20/96
Robert A. Keil Date
Director
/s/ JOHN D. LIPPERT 3/20/96
John D. Lippert Date
Director
/s/ RONALD G. REHERMAN 3/20/96
Ronald G. Reherman Date
Director
/s/ LAURENCE R. STEENBERG 3/20/96
Laurence R. Steenberg Date
Director
21
22
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
3(i) Articles of Incorporation, as amended
13 Annual Report to Shareholders for the year
ended December 31, 1995
21 Subsidiaries of the Registrant
23 Consent of McGladrey & Pullen, LLP
27 Financial Data Schedule
22