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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, 1996
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: 812-464-9677
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. ( )
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Based on the closing sales price of February 28, 1997, the aggregate market
value of the voting stock held by non-affiliates of the registrant was
$302,022,978.
The number of shares outstanding of the registrant's common stock, $1.00 stated
value was 9,433,046 at February 28, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's Annual Report to Shareholders for
the year ended December 31, 1996. (Part I, Part II, and Part
IV)
(2) Portions of the Registrant's Proxy Statement for the Annual
Shareholders' Meeting to be held April 15, 1997. (Part III)
Exhibit Index appears on page 21.
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NATIONAL CITY BANCSHARES, INC.
1996 FORM 10-K ANNUAL REPORT
Table of contents
PAGE
NUMBER
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . 4
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . 13
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . 13
Item 4. Submission of Matters to a Vote of Security Holders . 13
PART II
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters . . . . . . . . . . . . . . . . . 14
Item 6. Selected Financial Data . . . . . . . . . . . . . . . 14
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation . . . . . . . . . . 14
Item 8. Financial Statements and Supplementary Data . . . . . 14
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure . . . . . . . . . 14
PART III
Item 10. Directors and Executive Officers of the Registrant . . 15
Item 11. Executive Compensation . . . . . . . . . . . . . . . . 15
Item 12. Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . 15
Item 13. Certain Relationships and Related Transactions . . . . 15
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . . 16
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
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FORM 10-K
NATIONAL CITY BANCSHARES, INC.
December 31, 1996
PART I
ITEM 1. BUSINESS
National City Bancshares, Inc., (the "Corporation"), is an Indiana corporation
organized in 1985 to engage in the business of a bank holding company. Based
in Evansville, Indiana, as of December 31, 1996, the Corporation had thirteen
wholly owned subsidiaries, including ten commercial banks and one savings bank
(each, a "Bank" and, collectively, the "Banks") serving twenty-four communities
from a total of thirty-three banking centers, one leasing corporation, one
property management company, and one financial services company (which is a
subsidiary of a Bank). Each subsidiary, its locations, number of offices, year
founded, and date of acquisition by the Corporation is shown below.
Number
Subsidiary and of Year Date of
Principal Cities Served Offices Founded Acquisition
- -------------------------------------- ------- ------- ------------------
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
The First National Bank of Wayne City 1 1902 August 31, 1996
Wayne City, Illinois
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Number
Subsidiary and of Year Date of
Principal Cities Served Offices Founded Acquisition
- -------------------------------------- ------- ------- ----------------
NCBE Leasing Corp. 1 1994 November 1, 1994
Evansville, Indiana
Twenty-One Southeast Third Corporation 1 1996 May 22, 1996
Evansville, Indiana
UniFed, Inc. 1 1980 August 31,1995
Vincennes, Indiana
The 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 of the Banks are
members of the Federal Deposit Insurance Corporation.
On March 1, 1997, the Corporation acquired First Federal Savings Bank of
Leitchfield, Leitchfield, Kentucky. The $55 million savings bank was acquired
for $6.75 million in a transaction which was accounted for as a purchase.
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.
Twenty-One Southeast Third Corporation ("TSTC") is the Corporation's real
estate property management subsidiary. TSTC is the entity through which the
Corporation is constructing a nine story addition to the main office of The
National City Bank of Evansville ("NCB"). Upon completion of the facility,
three floors of the structure will be leased to NCB and the Corporation, and
the remaining floors will be sold as condominiums. TSTC will continue to serve
in a property management capacity after completion of the building.
UniFed, Inc., a wholly owned nonbank subsidiary of Pike County Bank (which is a
wholly owned subsidiary of the Corporation), offers its customers a wide
variety of mutual fund and annuity products as well as discount brokerage
services.
At December 31, 1996, the Corporation and its subsidiaries had 444 full-time
equivalent employees. The subsidiaries provide a wide range of employee
benefits and consider employee relations to be excellent.
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COMPETITION
The Corporation has active competition in all areas in which it presently
engages in business. Each Bank competes for commercial and individual deposits
and loans with commercial banks, thrift institutions, 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 obligors or depositors.
REGULATION AND SUPERVISION
General
The Corporation is a registered bank holding company under the Bank Holding
Company Act of 1956, as amended ("BHCA"), and as such is subject to regulation
by the Board of Governors of the Federal Reserve Board ("FRB"). The
Corporation files periodic reports with the FRB regarding the business
operations of the Corporation and its subsidiaries, and is subject to
examination by the FRB.
Under the BHCA, without the prior approval of the FRB, the Corporation may not
acquire direct or indirect control of more than 5% of the voting stock or
substantially all of the assets of any company, including a bank, and may not
merge or consolidate with another bank holding company. In addition, the BHCA
generally prohibits the Corporation from engaging in any nonbanking business
unless such business is determined by the FRB to be so closely related to
banking as to be a proper incident thereto. Legislation enacted during 1996
streamlined the approval process for well-capitalized and well-managed
companies to engage (de novo or by acquisition) in types of nonbanking
activities previously approved by the FRB. Under the BHCA, the FRB has the
authority to require a bank holding company to terminate any activity or
relinquish control of a nonbank subsidiary (other than a nonbank subsidiary of
a bank) upon the FRB's determination that such activity or control constitutes
a serious risk to the financial soundness and stability of any bank subsidiary
of the bank holding company.
Federal and state laws and regulations limit geographic expansion by the
Corporation and the Banks. In 1994, Congress enacted the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994. This Act facilitates
the interstate expansion and consolidation of banking organizations by
permitting, among other things, (i) bank holding companies that are adequately
capitalized and managed to acquire banks located in states outside their home
state regardless of
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whether such acquisitions are authorized under the law of the host state, (ii)
the interstate merger of banks after June 1, 1997, subject to the right of
individual states to "opt in" or "opt out" of this authority before that date,
and (iii) banks to establish new branches on an interstate basis provided that
such action is specifically authorized by the law of the host state. During
1996, Indiana "opted in" to the provisions described in clauses (ii) and (iii)
above. The effect of this new law may be to increase competition and
competitive opportunities in the Corporation's market area. During 1997, the
Corporation will have the power to consolidate the Banks or to establish
branches in other states, subject to such states' decisions to "opt out" of the
Act's optional provisions.
The Corporation is a legal entity separate and distinct from its subsidiaries.
The source of the Corporation's cash flow, including cash flow to pay dividends
on the Corporation's Common Stock, is the payment of dividends to the
Corporation by the Banks. Generally, such dividends are limited to the lesser
of (i) undivided profits (less bad debts in excess of the allowance for credit
losses) and (ii) absent regulatory approval, the net profits for the current
year combined with retained net profits for the preceding two years. Banking
regulatory agencies have the authority to prohibit the banking organizations
they supervise from paying dividends if, in the regulator's opinion, the
payment of dividends would constitute an unsafe or unsound practice.
The Banks are subject to additional restrictions on their transactions with
affiliates, including the Corporation. State and federal statutes limit credit
transactions with affiliates, prescribing forms and conditions deemed
consistent with sound banking practices, and imposing limits on permitted
collateral for credit extended.
In addition, the Corporation and the Banks are prohibited from engaging in
certain "tie in" arrangements in connection with any extensions of credit,
leases, sales of property or furnishing of services.
The Corporation's three national bank subsidiaries are supervised and regulated
primarily by the Comptroller of the Currency ("OCC"). The three are also
members of the Federal Reserve System and subject to the applicable provisions
of the Federal Reserve Act. The Corporation's two federal thrift subsidiaries
are supervised and regulated primarily by the Office of Thrift Supervision
("OTS"). The Corporation's remaining depository institution subsidiaries are
supervised and regulated primarily by their state banking supervisor and the
Federal Deposit Insurance Corporation ("FDIC"). All of the Banks' deposits are
federally insured; accordingly, the Banks are subject to the provisions of the
Federal Deposit Insurance Act.
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Under FRB policy, the Corporation is expected to serve as a source of financial
and managerial strength to the Banks. The FRB requires the Corporation to
stand ready to use its resources to provide adequate capital funds during
periods of financial stress or adversity. This support may be required by the
FRB at times when the Corporation may not have the resources to provide it or,
for other reasons, would not be inclined to provide it. Additionally, under
the Federal Deposit Insurance Corporation Improvements Act of 1991 ("FDICIA"),
the Corporation is required to guarantee the compliance of any insured
depository institution subsidiary that may become "undercapitalized" (as
defined in the statute) with the terms of any capital restoration plan filed by
such subsidiary with its appropriate federal banking agency up to the lesser of
(i) an amount equal to 5% of the institution's total assets at the time the
institution became undercapitalized, or (ii) the amount that is necessary (or
would have been necessary) to bring the institution into compliance with all
applicable capital standards as of the time the institution fails to comply
with such capital restoration plan.
The Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA") imposes additional "cross guarantee" obligations. FIRREA provides
generally that, upon the default of any bank of a multi-unit holding company,
the FDIC may assess an affiliated insured depository institution for the
estimated losses incurred by the FDIC. Specifically, FIRREA provides that a
depository institution insured by the FDIC can be held liable for any loss
incurred by, or reasonably expected to be incurred by, the FDIC in connection
with (i) the default of a commonly controlled FDIC-insured depository
institution or (ii) any assistance provided by the FDIC to a commonly
controlled FDIC-insured depository institution in danger of a default.
"Default" is defined generally as the appointment of a conservator or receiver.
"In danger of a default" is defined generally as the existence of certain
conditions indicating that a default is likely to occur in the absence of
regulatory assistance.
Regulatory Capital Requirements
The FRB has adopted risk-based capital guidelines that require bank holding
companies to maintain a minimum ratio of total capital to risk-weighted assets
(including certain off-balance-sheet items, such as standby letters of credit)
of 8%. At least half of total capital must be composed of common stockholders'
equity, noncumulative perpetual preferred stock, and a limited amount of
cumulative perpetual preferred stock, less disallowed intangibles and other
adjustments ("Tier I capital"). The remainder ("Tier II capital") may consist
of subordinated debt, other preferred stock, certain other instruments and a
limited amount of loan loss reserves. At December 31, 1996, the Corporation's
Tier I and total capital ratios were 14.74% and 15.58%, respectively.
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In addition, the FRB has established minimum leverage ratio guidelines for bank
holding companies. These guidelines provide for a minimum ratio of Tier I
capital to total average assets (the "leverage ratio") of 3% for bank holding
companies that meet certain specified criteria, including those having the
highest regulatory rating. All other bank holding companies generally are
required to maintain a leverage ratio of at least 3% plus an additional cushion
of 100 to 200 basis points. The guidelines also provide that bank holding
companies experiencing internal growth or making acquisitions will be expected
to maintain strong capital positions substantially above the minimum
supervisory levels without significant reliance on intangible assets. Failure
to meet capital requirements could subject the Corporation to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on business. At December 31, 1996, the
Corporation's leverage ratio was 10.39%.
Each of the Banks is subject to similar risk-based and leverage capital
requirements imposed by the appropriate primary bank regulator. Each complied
with applicable minimums as of December 31, 1996, and qualified as well
capitalized under the regulatory framework for prompt corrective action.
Failure to meet capital requirements could subject a bank to a variety of
enforcement remedies, including the termination of deposit insurance or
measures by banking regulators to correct the deficiency in the manner least
costly to the deposit insurance fund. Corrective measures could include, among
other things, implementing a capital restoration plan, requiring a reduction in
total assets, requiring issuance of additional stock, requiring the bank to be
acquired, or appointing a receiver for the institution. As discussed above,
FRB policy may require the Corporation to act as a "source of strength" in such
circumstances.
Banking regulators continue to propose changes to the capital standards to
ensure banks measure and monitor interest rate risk and maintain adequate
capital for that risk.
Deposit Insurance
The Banks are subject to federal deposit insurance assessments by either the
Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund ("SAIF").
The assessment rate is based on classification of a depository institution into
a risk assessment category. Such classification is based upon the
institution's capital level and certain supervisory evaluations of the
institution by its primary regulator. Each of the Corporation's subsidiaries
is assessed at the lowest premium rate charged for its type of institution.
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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 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 any of the Banks.
Community Reinvestment Act
The Community Reinvestment Act of 1977 ("CRA") requires financial institutions
to meet the credit needs of their entire communities, including low-income and
moderate-income areas. In May, 1995, the federal banking regulators issued
final regulations that adopt a performance-based evaluation system, which bases
the CRA rating on an institution's actual lending, service and investment
performance, rather than the extent to which the institution conducts needs
assessments, documents community outreach or complies with other procedural
requirements. Federal banking agencies may take CRA compliance into account
when regulating a supervising bank and holding company's activities; for
example, CRA performance may be considered in approving proposed bank
acquisitions.
Additional Regulation, Government Policies, and Legislation
In addition to the restrictions discussed above, the activities and operations
of the Corporation and the 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, the Federal Equal Credit
Opportunity Act, the Fair Credit Reporting Act, the Truth in Savings Act,
anti-redlining legislation, and antitrust laws.
The actions and policies of banking regulatory authorities have had a
significant effect on the operating results of the Corporation and the Banks in
the past and are expected to do so in the future. Additional legislation or
regulation at the federal or state level may further restrict the Corporation's
operations.
A number of regulatory and legislative initiatives have the potential for
eliminating many of the product line barriers presently separating the services
offered by banks from those offered by nonbanking institutions. For example,
Congress recently has considered legislation that would expand the scope of
permissible business activities for bank holding companies (and in some cases
banks) to include securities underwriting, and insurance services.
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Finally, the earnings of the Banks are strongly affected by the attempts of the
FRB to regulate aggregate national credit and the 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. The FRB's policies 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 effects
of various FRB actions on future performance cannot be predicted.
STATISTICAL DISCLOSURE
The statistical disclosure on the Corporation and its subsidiaries, on a
consolidated basis, included on pages 1, 4 through 16, and inside back cover of
the Corporation's Annual Report to Shareholders for the fiscal year ended
December 31, 1996, is hereby incorporated by reference herein.
EXECUTIVE OFFICERS OF THE CORPORATION
Certain information concerning the Executive Officers of the Corporation, some
of whom are also Executive Officers of NCB as of December 31, 1996, is set
forth in the following table. All listed firms are or were subsidiaries of the
Corporation or were acquired by the Corporation:
NAME AGE OFFICE AND BUSINESS EXPERIENCE
John D. Lippert 63 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 NCB from 1992
to January 1996. Chief Executive
Officer of NCB from 1989 to 1994.
President of NCB from 1984 to 1993 and
a Director from 1981 to December 1996.
Robert A. Keil 53 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 NCB from 1991 to 1993.
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NAME AGE OFFICE AND BUSINESS EXPERIENCE
Benjamin W. Bloodworth 61 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 NCB from 1991 to January 1996.
Director of The Peoples National Bank
of Grayville from 1988 to 1994 and from
1995 to May 1996. 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 45 Executive Vice President of the
Corporation since 1993. Director of
the Corporation since 1994. Chairman
of the Board of NCB since January 1996.
President of NCB from 1994 to January
1996. Chief Executive Officer and
Director of NCB since 1994. Director
of United Federal Savings Bank from
1995 to December 1996. Chairman of
the Board of The State Bank of
Washington from 1989 to July 1996;
Chief Executive Officer 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 58 Secretary and Treasurer of the
Corporation since 1985. Senior Vice
President and Controller of NCB from
1984 to 1995. Director of Poole
Deposit Bank for 1994.
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ITEM 2. PROPERTIES
The net investment of the Corporation and its subsidiaries in real estate and
equipment at December 31, 1996, was $21,797,000. The Corporation's offices are
located at 227 Main Street in downtown Evansville, Indiana, in a building owned
in fee by NCB. The 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. NCB committed in 1995 to build an
addition to its main office to be completed in the third quarter of 1997. The
approximate cost of the nine story building will be $15,000,000. NCB and the
Corporation will occupy three floors of the building with the other six floors
being sold as condominiums. NCB's and the Corporation's share of the building
cost will be approximately $6,000,000. The Corporation, through its
subsidiary, TSTC, is funding the project with the proceeds of a $15,000,000
term loan. The loan will be repaid by the proceeds of the sale of condominiums
and the lease payments from NCB and the Corporation. There are no other
material commitments for capital expenditures.
ITEM 3. LEGAL PROCEEDINGS
The Corporation and its subsidiaries are involved in legal proceedings from
time to time arising in the ordinary course of business. None of such legal
proceedings are, in the opinion of management, expected to have a materially
adverse effect on the Corporation's consolidated financial position or results
of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED SHAREHOLDER MATTERS
Pages 1 and inside back cover of the Corporation's Annual Report to
Shareholders for the fiscal year ended December 31, 1996, are hereby
incorporated by reference herein. Dividends are restricted by regulatory
limitations, 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, 1996, is hereby incorporated by reference herein.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
Pages 1, 4 through 16, and inside back cover of the Corporation's Annual Report
to Shareholders for the fiscal year ended December 31, 1996, are incorporated
by reference herein.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pages 17 through 33 of the Corporation's Annual Report to Shareholders for the
fiscal year ended December 31, 1996, are incorporated by reference herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The 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 15, 1997, is
hereby incorporated by reference herein. The information under the heading
"Section 16(a) Beneficial Ownership Reporting Compliance" on pages 13 through
14 of the Corporation's Proxy Statement for its Annual Meeting of Shareholders
to be held April 15, 1997, is hereby incorporated by reference herein.
ITEM 11. EXECUTIVE COMPENSATION
The information under the heading "Compensation of Executive Officers" on pages
7 through 13 of the Corporation's Proxy Statement for its Annual Meeting of
Shareholders to be held April 15, 1997, 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 2 of
the Corporation's Proxy Statement for its Annual Meeting of Shareholders to be
held April 15, 1997, 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 15, 1997, is hereby incorporated by reference herein.
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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 17 through 33 of the Corporation's Annual
Report to Shareholders for the fiscal year ended December 31, 1996, are hereby
incorporated by reference:
Independent Auditor's Report
Consolidated Statements of Financial Position, at
December 31, 1996 and 1995
Consolidated Statements of Income, for years ended
December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows, for years ended
December 31, 1996, 1995 and 1994
Consolidated Statements of Shareholders' Equity,
for years ended December 31, 1996, 1995 and 1994
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
3(ii) By-Laws of the Registrant
10(a) Term Loan Agreement
10(b) Incentive Stock Option Plan
10(c) Incentive Stock Option Plan, First Amendment
10(d) Incentive Stock Option Plan, Second Amendment
10(e) Supplemental Retirement Benefit Agreement between John D. Lippert and
National City Bancshares, Inc.
10(f) Term Loan Agreement, First Amendment
13 Annual Report to Shareholders for the year ended December 31, 1996
21 Subsidiaries of the Registrant
23 Consent of McGladrey & Pullen, LLP
27 Financial Data Schedule (Electronic Filing Only)
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REPORTS ON FORM 8-K
A CURRENT REPORT dated December 23, 1996, for event of December 18, 1996, was
filed reporting under Item 5 a program to repurchase up to five percent of its
common stock during 1997.
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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 3/19/97
------------------------- -------
John D. Lippert Date
Chairman of the Board and
Chief Executive Officer
By /s/ ROBERT A. KEIL 3/19/97
------------------------- -------
Robert A. Keil Date
President and
Chief Financial Officer
By /s/ HAROLD A. MANN 3/19/97
------------------------- -------
Harold A. Mann Date
Secretary and Treasurer
(Chief Accounting Officer)
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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.
/s/ JANICE L. BEESLEY 3/19/97
------------------------- -------
Janice L. Beesley Date
Director
/s/ MICHAEL F. ELLIOTT 3/19/97
------------------------- -------
Michael F. Elliott Date
Director
/s/ SUSANNE R. EMGE 3/19/97
------------------------- -------
Susanne R. Emge Date
Director
/s/ DONALD G. HARRIS 3/19/97
------------------------- -------
Donald G. Harris Date
Director
/s/ H. RAY HOOPS 3/19/97
------------------------- -------
Dr. H. Ray Hoops Date
Director
/s/ ROBERT A. KEIL 3/19/97
------------------------- -------
Robert A. Keil Date
Director
/s/ JOHN D. LIPPERT 3/19/97
------------------------- -------
John D. Lippert Date
Director
19
20
/s/ RONALD G. REHERMAN 3/19/97
------------------------- -------
Ronald G. Reherman Date
Director
/s/ LAURENCE R. STEENBERG 3/19/97
------------------------- -------
Laurence R. Steenberg Date
Director
20
21
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
3(i) Articles of Incorporation, as amended
3(ii) By-Laws of the Registrant (incorporated by
reference to the Registrant's Annual Report
on Form 10-K for the fiscal year ended
December 31, 1994)
10(a) Term Loan Agreement, dated as of June 26,
1996 between Twenty-One Southeast Third
Corporation, National City Bancshares, Inc.
and The Northern Trust Company; previously
filed as Exhibit 10(a) to Quarterly Report on
Form 10-Q for the period ending June 30, 1996
and incorporated herein by reference.
10(b) Incentive Stock Option Plan; previously filed
as Exhibit 10(b) to Quarterly Report on Form
10-Q for the period ending June 30, 1996 and
incorporated herein by reference.
10(c) Incentive Stock Option Plan, First Amendment,
dated as of December 18, 1996.
10(d) Incentive Stock Option Plan, Second
Amendment, dated as of March 19, 1997.
10(e) Supplemental Retirement Benefit Agreement
between John D. Lippert and National City
Bancshares, Inc.
10(f) Term Loan Agreement, First Amendment, dated
as of January 31, 1997.
13 Annual Report to Shareholders for the year
ended December 31, 1996 (Except as expressly
incorporated into this report, such report is furnished for
the information of the Commission and is not to be deemed
"filed" for purposes of The Securities Exchange Act of 1934.)
21 Subsidiaries of the Registrant
23 Consent of McGladrey & Pullen, LLP
27 Financial Data Schedule (Electronic Filing
Only)
21