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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, 1998
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 26, 1999, the aggregate market
value of the voting stock held by non-affiliates of the registrant was
$452,894,500.
The number of shares outstanding of the registrant's common stock was 16,842,456
at February 26, 1999.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 1998. (Part I, Part II and Part IV).
(2) Portions of the registrant's Proxy Statement for the 1999 Annual Meeting of
Shareholders. (Part III)
2
NATIONAL CITY BANCSHARES, INC.
1998 FORM 10-K ANNUAL REPORT
Table of contents
PAGE
NUMBER
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . 4
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . 11
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . 11
Item 4. Submission of Matters to a Vote of Security Holders . 11
PART II
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters . . . . . . . . . . . . . . . . . 12
Item 6. Selected Financial Data . . . . . . . . . . . . . . . 12
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . 12
Item 7A. Quantitative and Qualitative Disclosures about
Market Risk . . . . . . . . . . . . . . . . . . . . . 12
Item 8. Financial Statements and Supplementary Data . . . . . 12
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3
FORM 10-K
NATIONAL CITY BANCSHARES, INC.
December 31, 1998
PART I
ITEM 1. BUSINESS
National City Bancshares, Inc. (the "Corporation"), was organized in 1985 as an
Indiana corporation to engage in the business of a bank holding company. Based
in Evansville, Indiana, as of December 31,1998, the Corporation owned 100% of
six national banks, seven state chartered banks, and two federal savings bank
(each, a "Bank" and, collectively, the "Banks") operating from a total of
sixty-eight banking centers; a leasing company; and a property management
company. The Corporation also has a controlling interest in NCBE Capital Trust
I, a trust securities affiliate.
The Banks provide a wide range of financial services to the communities they
serve in Indiana, Kentucky, Illinois and Southwestern Ohio. 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 ("FDIC").
NCBE Leasing Corp., operates as a full service equipment and real property
leasing company offering its services to all commercial clients of the 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 and one half floors
of the building with the remaining floors sold as condominiums. TSTC serves in a
property management capacity for this facility.
At December 31, 1998, the Corporation and its subsidiaries had 751 full-time
equivalent employees. The subsidiaries provide a wide range of employee benefits
and management considers employee relations to be excellent.
4
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 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 subsidiaries are
supervised and regulated 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 FDIC or, in
the case of state member banks, the FRB. 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 capital restoration plan,
or it materially fails to implement an accepted capital restoration plan.
5
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.
6
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, 1998, and each Bank qualified as
well capitalized under the regulatory framework for prompt corrective action.
See footnote 14 to the consolidated financial statements.
7
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 for the Bank
Insurance Fund ("BIF") and 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 Banks is currently 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.
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.
Legislation to modernize the bank regulatory system, expand the powers
8
of banking institutions and bank holding companies and limit the investments
that a depository institution may make with insured funds, is introduced from
time to time in Congress. Such legislation may change banking statutes and the
operating environment for the Corporation and the Banks 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 the Banks, on a consolidated
basis, included in response to Item 7 of this report is hereby incorporated by
reference herein.
9
EXECUTIVE OFFICERS OF THE CORPORATION
Certain information concerning the Executive Officers of the Corporation as of
March 1, 1999, is set forth in the following table.
NAME AGE OFFICE AND BUSINESS EXPERIENCE
Robert D. Vance 58 Chairman of the Board and Chief Executive Officer of
the Corporation (February 1999 to Present); Director of the
Corporation (September 1998 to Present); Senior Vice
President,(September 1998 to February 1999); Chairman, Community
First Financial, Inc. (1987 to August 1998); Chairman, Community
First Bank, N.A. (1987 to Present); and Chairman, Community First
Bank of Kentucky (1989 to Present)
Robert A. Keil 55 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 42 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.
Stephen C. Byelick, Jr. 50 Secretary-Treasurer of the Corporation since 1998;
Senior Vice-President of the Corporation 1996 to 1997; Executive Vice-
President and Chief Financial Officer of MidAmerica Bank, 1995 to 1996;
Senior Vice-President and Chief Financial Officer of Rocky Mountain Bank,
fsb, 1989 to 1994.
10
ITEM 2. PROPERTIES
The net investment of the Corporation and its subsidiaries in real estate and
equipment at December 31, 1998, was $46,399,000. 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.
A nine story addition to NCB's main office was completed in 1998 at a total cost
of approximately $18,000,000. NCB and the Corporation occupy three and one half
floors of the building with the other floors offered for sale as condominiums.
Four of these other floors have been sold to third parties. The Corporation's
share of the building cost is approximately $10,000,000. The Corporation,
through its subsidiary, TSTC, funded the project, including financing for the
purchasers of the condominiums, 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.
11
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, 1998, are incorporated by reference
herein.
The Corporation pays quarterly cash dividends and annual stock dividends. The
Corporation depends upon the dividends from the Banks to pay cash dividends to
its shareholders. The ability of the Banks to pay such dividends is limited by
banking laws and regulations.
As of February 26, 1999, there were approximately 2,600 holders of record of
Common Stock.
The Corporation issued an aggregate of 307,276 shares of Common Stock to the
former shareholders of Downstate Banking Co. and Commonwealth Commercial Corp.
on October 31, 1998 in transactions that were exempt from registration under the
Securities Act of 1933, as amended, in reliance upon the exemption provided by
Section 4(2) thereof.
ITEM 6. SELECTED FINANCIAL DATA
Page 1 of the Corporation's Annual Report to Shareholders for the fiscal year
ended December 31, 1998, is incorporated by reference herein.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
Pages 1, 6 through 17, and inside back cover of the Corporation's Annual Report
to Shareholders for the fiscal year ended December 31, 1998, are incorporated by
reference herein.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Page 14 of the Corporation's Annual Report to Shareholders for the fiscal year
ended December 31, 1998, are incorporated by reference herein.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pages 18 through 38 of the Corporation's Annual Report to Shareholders for the
fiscal year ended December 31, 1998, are incorporated by reference herein.
12
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
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 1999 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 1999 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 1999 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 1999 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 18 through 38 of the Corporation's Annual Report
to Shareholders for the fiscal year ended December 31, 1998, are hereby
incorporated by reference:
Independent Auditor's Report
Consolidated Statements of Financial Position, at
December 31, 1998 and 1997
Consolidated Statements of Income, for years ended
December 31, 1998, 1997 and 1996
Consolidated Statements of Cash Flows, for years ended
December 31, 1998, 1997 and 1996
Consolidated Statements of Shareholders' Equity,
for years ended December 31, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
FINANCIAL STATEMENT SCHEDULES
The following reports of accountants on financial statements of certain entities
acquired by the Corporation are included as pages 23 through 26 of this report:
Report of Eskew & Gresham PSC dated February 25, 1998, on their audit of
the consolidated balance sheets of Progressive Bancshares, Inc. as of
December 31, 1997 and 1996 and the related consolidated statements of
income, stockholders' equity, and cash flows for the years then ended.
Report of Sherman, Barber & Mullikin dated February 24, 1998, on their
audit of the statements of financial condition of Hoosier Hills Financial
Corporation and subsidiary, as of December 31, 1997 and 1996 and the
related consolidated statements of income, stockholders' equity, and cash
flows for the years then ended.
Report of Thurman Campbell & Co. dated October 24, 1997 on their audit of
the statements of financial condition of Princeton Federal Bank, fsb as of
September 30, 1997 and 1996 and the related consolidated statements of
income, stockholders' equity, and cash flows for the years ended September
30, 1997, 1996 and 1995.
15
Report of Gray Hunter Stenn LLP dated June 8, 1998, on their audit of
the consolidated balance sheets of 1st Bancorp Vienna, Inc. and
subsidiary as of December 31, 1997 and the related consolidated
statements of income, stockholders' equity, and cash flows for the two
years ended December 31, 1997 and 1996.
All other 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 exhibits listed on the Exhibit Index on pages 21 and 22 are incorporated by
reference.
16
REPORTS ON FORM 8-K
A CURRENT REPORT dated October 9, 1998 reporting consummation of the
acquisitions of Illinois One Bancorp, Inc., Trigg Bancorp, Inc. and Community
First Financial, Inc. which were accounted for using the pooling of interest
method and in aggregate represented a significant business combination. The
Supplemental Consolidated Financial Statements restating the Registrant's
historical financial statements to reflect the acquisitions were filed as
exhibits under Item 7.
A CURRENT REPORT dated October 27, 1998 for events of October 21, 1998 and
October 26, 1998 were filed under Item 5 reporting the declaration
of a five percent (5%) stock dividend and a news release reporting earnings.
17
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/ ROBERT D. VANCE 3/23/99
---------------------------- --------
Robert D. Vance Date
Interim Chairman of the Board and
Interim Chief Executive Officer
By /S/ ROBERT A. KEIL 3/23/99
--------------------------- -------
Robert A. Keil Date
President and
Chief Financial Officer
By /S/ STEPHEN C. BYELICK 3/23/99
---------------------------- -------
Stephen C. Byelick, Jr. Date
Secretary and Treasurer and
Chief Accounting Officer
18
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 3/23/99
------------------------ -------
Janice L. Beesley Date
Director
/S/ BEN L. CUNDIFF 3/23/99
------------------------ -------
Ben L. Cundiff Date
Director
/S/ SUSANNE R. EMGE 3/23/99
------------------------ -------
Susanne R. Emge Date
Director
/S/ DONALD G. HARRIS 3/23/99
------------------------ -------
Donald G. Harris Date
Director
/S/ H. RAY HOOPS 3/23/99
------------------------ -------
Dr. H. Ray Hoops Date
Director
/S/ ROBERT A. KEIL 3/23/99
------------------------ -------
Robert A. Keil Date
Director
/S/ JOHN D. LIPPERT 3/23/99
------------------------ -------
John D. Lippert Date
Director
19
/S/ GEORGE D. MARTIN 3/23/99
------------------------ -------
George D. Martin Date
Director
/S/ RONALD G. REHERMAN 3/23/99
------------------------ -------
Ronald G. Reherman Date
Director
/S/ LAURENCE R. STEENBERG 3/23/99
------------------------ -------
Laurence R. Steenberg Date
Director
/S/ ROBERT D. VANCE 3/23/99
------------------------ -------
Robert D. Vance Date
Director
/S/ RICHARD F. WELP 3/23/99
------------------------ -------
Richard F. Welp Date
Director
20
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
3(i) Articles of Incorporation (incorporated by reference to Exhibit 3.1 to
the Form 8-A/A dated June 12, 1998)
3(ii) By-Laws (incorporated by reference to Exhibit 3 (ii) to the Annual
Report on Form 10-K for the year ended December 31, 1997)
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 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 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 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 year ended December 31, 1996)
10(g) Credit Agreement dated December 22, 1997 between National City
Bancshares, Inc. and NBD Bank (incorporated by reference to Exhibit
10 (g) to Annual Report on Form 10-K for the year ended December
31, 1997)
10(h) Amendment to Credit Agreement dated January 22, 1998 (incorporated
by reference to Exhibit 10 (h) to Annual Report on Form 10-K for
the year ended December 31, 1997)
21
10(i)* Termination Benefits Agreements, dated as of September 16, 1998
between National City Bancshares, Inc. and Michael F. Elliott
(incorporated by reference to Exhibit 10.1 to Quarterly Report on Form
10-Q for the period ending September 30, 1998)
10(j)* Termination Benefits Agreement, dated as of September 16, 1998 between
National City Bancshares, Inc. and Robert A. Keil (incorporated by
reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the
period ending September 30, 1998)
10(k)* Termination Benefits Agreement, dated as of September 16, 1998 between
National City Bancshares, Inc. and Curtis D. Ritterling (incorporated
by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the
period ending September 30, 1998)
10(l)* Termination Benefits Agreement, dated as of September 16, 1998 between
National City Bancshares, Inc. and Stephen C. Byelick, Jr.
(incorporated by reference to Exhibit 10.4 to Quarterly Report on Form
10-Q for the period ending September 30, 1998)
10(m)* Deferred Excess Benefit Agreement, dated as of January 8, 1999 between
National City Bancshares, Inc. and Robert A. Keil
13 1998 Annual Report to Shareholders (except as expressly incorporated
by reference herein, such report is furnished for the information of
the Commission only)
21 Subsidiaries of the Registrant
23(a) Consent of PricewaterhouseCoopers, LLP
23(b) Consent of Crowe, Chizek & Company, LLP
23(c) Consent of Sherman, Barber, & Mullikin
23(d) Consent of Thurman, Campbell & Co.
23(e) Consent of Gray Hunter Stenn LLP
27 Financial Data Schedule (Electronic Filing Only)
27.1 FDS 1996 Restated
27.2 FDS 1997 Restated
27.3 FDS 1998
27.4 FDS 1997 Quarters Restated
27.5 FDS 1998 Quarters Restated
* The indicated exhibit is a management contract, compensatory plan, or
arrangement required to be filed by Item 601 of Regulation S-K.
22
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Progressive Bancshares, Inc.
Lexington, Kentucky
We have audited the consolidated balance sheets of Progressive Bancshares,
Inc. as of December 31, 1997 and 1996, and the related consolidated statements
of income, stockholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Progressive
Bancshares, Inc. at December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.
/S/ ESKEW & GRESHAM PSC
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Lexington, Kentucky
February 25, 1998
23
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Hoosier Hills Financial Corporation
Osgood, Indiana
We have audited the accompanying Consolidated Statements of Financial
Condition of Hoosier Hills Financial Corporation and its subsidiary, The Ripley
County Bank, as of December 31, 1997 and December 31, 1996 and the related
Consolidated Statements of Income, Changes in Equity and Cash Flows for the
years then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audit provides a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Hoosier Hills Financial Corporation and subsidiary at December 31, 1997 and
December 31, 1996 and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.
/S/ SHERMAN, BARBER & MULLIKIN
- ------------------------------
Certified Public Accountants
February 24, 1998
-24-
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Princeton Federal Bank
and Subsidiary
We have audited the accompanying consolidated statements of financial
condition of Princeton Federal Bank and Subsidiary as of September 30, 1997 and
1996, and the related statements of income, changes in stockholders' equity, and
cash flows for each of the three years in the three year period ended September
30, 1997. These consolidated financial statements are the responsibility of
Princeton Federal Bank's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Princeton Federal Bank and Subsidiary as of September 30, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the three-year period ended September 30, 1997, in conformity
with generally accepted accounting principles.
/S/ THURMAN, CAMPBELL & CO.
- ---------------------------
Princeton, Kentucky
October 24, 1997
-25-
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
1st Bancorp Vienna, Inc.
Vienna, Illinois
We have audited the accompanying consolidated balance sheet of 1st Bancorp
Vienna, Inc. and Subsidiary as of December 31, 1997 and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for the
two years ended December 31, 1997 and 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of 1st Bancorp Vienna, Inc. and
Subsidiary at December 31, 1997, and the results of their operations and their
cash flows for the two years ended December 31, 1997 and 1996 in conformity with
generally accepted accounting principles.
/S/ GRAY HUNTER STENN LLP
- ---------------------------
Marion, Illinois
June 8, 1998
26