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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, 1997
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. ( )
1
Based on the closing sales price of February 27, 1998, the aggregate market
value of the voting stock held by non-affiliates of the registrant was
$409,019,391.
The number of shares outstanding of the registrant's common stock was
10,745,060 at February 27, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's Annual Report to Shareholders for
the year ended December 31, 1997. (Part I, Part II, and Part
IV)
(2) Portions of the Registrant's Proxy Statement for the Annual
Shareholders' Meeting to be held May 20, 1998. (Part III)
2
NATIONAL CITY BANCSHARES, INC.
1997 FORM 10-K ANNUAL REPORT
Table of contents
PAGE
NUMBER
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . 4
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . 12
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . 12
Item 4. Submission of Matters to a Vote of Security Holders . 12
PART II
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters . . . . . . . . . . . . . . . . . 13
Item 6. Selected Financial Data . . . . . . . . . . . . . . . 13
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation . . . . . . . . . . 13
Item 7A. Quantitative and Qualitative Disclosures about
Market Risk . . . . . . . . . . . . . . . . . . . . . 13
Item 8. Financial Statements and Supplementary Data . . . . . 13
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure . . . . . . . . . 13
PART III
Item 10. Directors and Executive Officers of the Registrant . . 14
Item 11. Executive Compensation . . . . . . . . . . . . . . . . 14
Item 12. Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . 14
Item 13. Certain Relationships and Related Transactions . . . . 14
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K . . . . . . . . . . . . . . . . . 15
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3
FORM 10-K
NATIONAL CITY BANCSHARES, INC.
December 31, 1997
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, 1997, the
Corporation had fourteen wholly-owned subsidiaries, including eleven
commercial banks and one savings bank (each, a "Bank" and, collectively, the
"Banks") serving thirty-two communities from a total of forty-one 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
affiliation with the Corporation is shown below.
Number
Subsidiary and of Year Date of
Principal Cities Served Offices Founded Affiliation
- ------------------------------------ ------- ------- -----------
The National City Bank of Evansville 11 1850 May 6, 1985
Evansville, Newburgh, Fort Branch
Princeton, and Mount Vernon, IN
The Peoples National Bank of Grayville 1 1937 May 16, 1988
Grayville, IL
First Kentucky Bank 5 1916 November 30, 1990
Sturgis, Morganfield, Poole,
Uniontown, KY
Lincolnland Bank 5 1904 December 17, 1993
Dale, Chrisney, Grandview,
Hatfield, and Rockport, IN
The Bank of Mitchell 4 1882 December 17, 1993
Mitchell, Bedford, and
Paoli, IN
Pike County Bank 3 1900 December 17, 1993
Petersburg, Arthur, and
Spurgeon, IN
Alliance Bank 3 1910 December 17, 1993
Vincennes, Washington and Odon, IN
White County Bank 1 1904 June 30, 1995
Carmi, IL
The First National Bank of Wayne City 1 1902 August 31, 1996
Wayne City, IL
First Federal Savings Bank of 2 1961 March 1, 1997
Leitchfield
Leitchfield and Hardinsburg, KY
First National Bank of Bridgeport 1 1906 August 1, 1997
Bridgeport, IL
4
Number
Subsidiary and of Year Date of
Principal Cities Served Offices Founded Affiliation
- ------------------------------------ ------- ------- -----------
First Bank of Huntingburg 3 1907 December 31, 1997
Huntingburg and Ferninand, IN
NCBE Leasing Corp. 1 1994 November 1, 1994
Evansville, IN
Twenty-One Southeast Third Corporation 1 1996 May 22, 1996
Evansville, IN
UniFed, Inc. 1 1980 August 31,1995
Vincennes, IN
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
deposits are insured by 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.
Twenty-One Southeast Third Corporation ("TSTC") is the Corporation's real
estate property management subsidiary. TSTC is the entity through which the
Corporation constructed a nine story addition to the main office of The
National City Bank of Evansville ("NCB"). NCB and the Corporation occupy
three floors of the building with the remaining floors sold as condominiums.
TSTC serves in a property management capacity for this facility.
UniFed, Inc., a wholly-owned nonbank subsidiary of Alliance 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, 1997, the Corporation and its subsidiaries had 510 full-time
equivalent employees. The subsidiaries provide a wide range of employee
benefits and consider employee relations to be excellent.
5
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.
The Corporation's four national bank subsidiaries are supervised and
regulated primarily by the Comptroller of the Currency ("OCC"). They are
also members of the Federal Reserve System and subject to the applicable
provisions of the Federal Reserve Act. The Corporation's federal thrift
subsidiary is 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.
The federal banking agencies have broad enforcement powers, including the
power to terminate deposit insurance, impose substantial fines and other
civil and criminal penalties, and appoint a conservator or receiver. Failure
to comply with applicable laws, regulations, and supervisory agreements could
subject the Corporation, the Banks, as well as their officers, directors, and
other institution-affiliated parties, to administrative sanctions and
potentially substantial civil money penalties. In addition to the measures
discussed under "Deposit Insurance", the appropriate federal banking agency
may appoint the FDIC as conservator or receiver for a banking institution (or
the FDIC may appoint itself, under certain circumstances) if any one or more
of a number of circumstances exist, including, without limitation, the fact
that the banking institution is undercapitalized and has no reasonable
prospect of becoming adequately capitalized, it fails to become adequately
capitalized when required to do so, it fails to submit a timely and
acceptable
6
capital restoration plan, or it materially fails to implement an accepted
capital restoration plan.
Supervision and regulation of bank holding companies and their subsidiaries
is intended primarily for the protection of depositors, the deposit insurance
funds of the FDIC, and the banking system as a whole, not for the protection
of bank holding company shareholders or creditors.
Acquisitions and Changes in Control
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. 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. Under the Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994, subject to certain conditions, (i) bank
holding companies may acquire banks located in states outside their home
state, (ii) the interstate merger of banks is allowed, subject to the right
of individual states to "opt out" of this authority, and (iii) banks may
establish new branches on an interstate basis, provided that such action is
specifically authorized by the law of the host state.
The Change in Bank Control Act (the "CBCA") prohibits a person or group of
persons from acquiring "control" of a bank holding company unless the FRB has
been notified and has not objected to the transaction. Under a rebuttable
presumption established by the FRB, the acquisition of 10% or more of a class
of voting stock of a bank holding company with a class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as
amended, such as the Corporation, would, under the circumstances set forth in
the presumption, constitute acquisition of control of the Corporation. In
addition, any company is required to obtain the approval of the FRB under the
BHCA before acquiring 25% (5% in the case of an acquiror that is a bank
holding company) or more of the outstanding common stock of the Corporation,
or otherwise obtaining control or a "controlling influence" over the
Corporation.
7
Dividends and Other Relationships with Affiliates
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. Further, a depository institution may not pay a
dividend if (i) it would thereafter be "undercapitalized" as determined by
federal banking regulatory agencies or (ii) if, in the opinion of the
appropriate banking regulator, 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.
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 may be required to provide limited
guarantee of 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.
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, even if this renders the affiliate
insolvent. Any obligation of a subsidiary to its holding company is
subordinate to cross-guarantee liabilities and the rights of depositors.
Regulatory Capital Requirements
The Corporation and the Banks are subject to risk-based and leverage capital
requirements imposed by the appropriate primary bank regulator. All complied
with applicable minimums as of December 31, 1997, and each Bank qualified as
well capitalized under the regulatory framework for prompt corrective action.
See footnote 14 to the consolidated financial statements.
8
Failure to meet capital requirements could result in 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.
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.
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. CRA regulations impose a
performance-based evaluation system, which bases the CRA rating on an
institution's actual lending, service, and investment performance. Federal
banking agencies may take CRA compliance into account when regulating a bank
or bank holding company's activities; for example, CRA performance may be
considered in approving proposed bank acquisitions. None of the Banks
received a rating less than satisfactory on its most recent CRA examination.
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.
9
Various additional legislation, including proposals to overhaul the bank
regulatory system, expand the powers of banking institutions and bank holding
companies and limit the investments that a depository institution may make
with insured funds, is from time to time introduced in Congress. Such
legislation may change banking statutes and the operating environment for the
Corporation and its subsidiaries in substantial and unpredictable ways. The
Corporation cannot determine the ultimate effect that potential legislation,
if enacted, or implementing regulations would have upon the financial
condition or results of operations of the Corporation or its subsidiaries.
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, 6 through 18, and inside back cover
of the Corporation's Annual Report to Shareholders for the fiscal year ended
December 31, 1997, is hereby incorporated by reference herein.
10
EXECUTIVE OFFICERS OF THE CORPORATION
Certain information concerning the Executive Officers of the Corporation as
of February 28, 1998, is set forth in the following table.
NAME AGE OFFICE AND BUSINESS EXPERIENCE
- ------------------- ---- ------------------------------------------------
Michael F. Elliott 46 Chairman of the Board and Chief
Executive Officer of the Corporation
since 1998. Executive Vice President
of the Corporation from 1993 to 1998.
Director of the Corporation since 1994.
Chairman of the Board of NCB since
1996. President of NCB from 1994 to
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 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 1993 of Sure Financial
Corporation.
Robert A. Keil 54 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.
Curtis D. Ritterling 41 Executive Vice President since 1997.
Chairman of the Board, President, and
Chief Executive Officer of Boatman's
Bank of South Central Illinois from
1995 to 1997. Chairman of the Board,
President, and Chief Executive Officer
of Boatmen's Bank of Marshall,
Missouri, from 1990 to 1995.
11
ITEM 2. PROPERTIES
The net investment of the Corporation and its subsidiaries in real estate and
equipment at December 31, 1997, was $30,959,000. 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 second quarter of
1998. The approximate cost of the addition and renovation of the building is
$18,000,000. NCB and the Corporation will occupy three floors of the
building with the other six floors being sold as condominiums. Four of these
six floors have been sold to entities outside of the Corporation. The
Corporation's share of the building cost will be approximately $10,000,000.
The Corporation, through its subsidiary, TSTC, is funding the project with
the proceeds of a $15,000,000 term loan with the excess being funded
internally. Payments from the purchasers will be used to repay the term
loan. 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.
12
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, 1997, 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, 1997, is hereby incorporated by reference herein.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
Pages 1, 6 through 18, and inside back cover of the Corporation's Annual
Report to Shareholders for the fiscal year ended December 31, 1997, are
incorporated by reference herein.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pages 14 and 15 of the Corporation's Annual Report to Shareholders for the
fiscal year ended December 31, 1997, is incorporated by reference herein.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pages 19 through 37 of the Corporation's Annual Report to Shareholders for
the fiscal year ended December 31, 1997, are incorporated by reference herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
13
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" and also the information under the heading
"Section 16(a) Beneficial Ownership Reporting Compliance" in the
Corporation's Proxy Statement for its 1998 Annual Meeting of Shareholders, is
hereby incorporated by reference herein.
ITEM 11. EXECUTIVE COMPENSATION
The information under the heading "Compensation of Executive Officers" in the
Corporation's Proxy Statement for its 1998 Annual Meeting of Shareholders, is
hereby incorporated by reference herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The information under the heading "Voting Securities" in the Corporation's
Proxy Statement for its 1998 Annual Meeting of Shareholders, is hereby
incorporated by reference herein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the heading "Transactions with Management" in the
Corporation's Proxy Statement for its 1998 Annual Meeting of Shareholders, is
hereby incorporated by reference herein.
14
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 19 through 37 of the Corporation's Annual
Report to Shareholders for the fiscal year ended December 31, 1997, are
hereby incorporated by reference:
Independent Auditor's Report
Consolidated Statements of Financial Position, at
December 31, 1997 and 1996
Consolidated Statements of Income, for years ended
December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows, for years ended
December 31, 1997, 1996 and 1995
Consolidated Statements of Shareholders' Equity,
for years ended December 31, 1997, 1996 and 1995
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 list of exhibits is incorporated by reference to the Exhibit Index.
15
REPORTS ON FORM 8-K
A CURRENT REPORT dated October 21, 1997, for event of October 16, 1997, was
filed reporting under Item 5 a news release announcing earnings for the
quarter ended September 30, 1997.
A CURRENT REPORT dated October 29, 1997, for event of October 22, 1997, was
filed reporting under Item 5 the declaration of a five percent (5%) stock
dividend to be issued no later than December 8, 1997 to shareholders of
record at the close of business on November 24, 1997. The Board of directors
also declared a cash dividend of eighteen cents ($.18) per share payable
January 7, 1998 to shareholders of record at the close of business on
December 23, 1997.
A CURRENT REPORT dated December 5, 1997, for event of December 5, 1997, was
filed reporting under Item 5 the restructuring of the Corporation's benefit
program by replacing one of its retirement plans with an incentive cash-bonus
plan for all employees. The change became effective January 1, 1998.
16
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/ MICHAEL F. ELLIOTT 3/9/98
--------------------------- -------
Michael F. Elliott Date
Chairman of the Board and
Chief Executive Officer
By /s/ ROBERT A. KEIL 3/9/98
--------------------------- -------
Robert A. Keil Date
President and
Chief Financial Officer
By /s/ STEPHEN C. BYELICK 3/9/98
--------------------------- -------
Stephen C. Byelick, Jr. Date
Secretary and Treasurer
(Chief Accounting Officer)
17
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 3/9/98
--------------------------- -------
Michael F. Elliott Date
Director
/s/ SUSANNE R. EMGE 3/9/98
--------------------------- -------
Susanne R. Emge Date
Director
--------------------------- -------
Donald G. Harris Date
Director
/s/ H. RAY HOOPS 3/9/98
--------------------------- -------
Dr. H. Ray Hoops Date
Director
/s/ ROBERT A. KEIL 3/9/98
--------------------------- -------
Robert A. Keil Date
Director
/s/ JOHN D. LIPPERT 3/9/98
--------------------------- -------
John D. Lippert Date
Director
18
/s/ RONALD G. REHERMAN 3/9/98
--------------------------- -------
Ronald G. Reherman Date
Director
/s/ LAURENCE R. STEENBERG 3/9/98
--------------------------- -------
Laurence R. Steenberg Date
Director
--------------------------- -------
Richard F. Welp Date
Director
19
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- -------- --------------------------------------------------------
3(i) Articles of Incorporation (incorporated by reference to
Exhibit 3A to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1996)
3(ii) By-Laws
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
(incorporated by reference to Exhibit 10(a) to Quarterly
Report on Form 10-Q for the period ending June 30, 1996)
10(b) Incentive Stock Option Plan (incorporated by reference to
Exhibit 10(b) to Quarterly Report on Form 10-Q for the
period ending June 30, 1996)
10(c) Incentive Stock Option Plan, First Amendment, dated as of
December 18, 1996 (incorporated by reference to Exhibit
10(c) to Annual Report on Form 10-K for the fiscal year
ended December 31, 1996)
10(d) Incentive Stock Option Plan, Second Amendment, dated as of
March 19, 1997 (incorporated by reference to Exhibit 10(d)
to Annual Report on Form 10-K for the fiscal year ended
December 31, 1996)
10(e) Supplemental Retirement Benefit Agreement between John D.
Lippert and National City Bancshares, Inc. (incorporated by
reference to Exhibit 10(e) to Annual Report on Form 10-K
for the fiscal year ended December 31, 1996)
10(f) Term Loan Agreement, First Amendment, dated as of January
31, 1997 (incorporated by reference to Exhibit 10(f) to
Annual Report on Form 10-K for the fiscal year ended
December 31, 1996)
10(g) Credit Agreement dated December 22, 1997 between National
City Bancshares, Inc. and NBD Bank
10(h) Amendment to Credit Agreement dated January 22, 1998
13 Annual Report to Shareholders for the year ended December
31, 1997 (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
27.1 Financial Data Schedule, period end 12/31/97
(Electronic Filing Only)
27.2 Financial Data Schedule, period end 12/31/96
(Electronic Filing Only)
27.3 Financial Data Schedule, period end 12/31/95
(Electronic Filing Only)
20