8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

(Date of Report (date of earliest event reported)): February 1, 2013


National Bancshares Corporation
(Exact name of registrant specified in its charter)

Ohio
(State or other jurisdiction of incorporation)

0-14773
(Commission File Number)

34-1518564
IRS Employer Identification No.)

112 West Market Street, Orrville, Ohio
(Address of principal executive offices)

44667
(Zip Code)

(330) 682-1010
Registrants telephone number, including area code


[not applicable]

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction
A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under
     the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under
     the Exchange Act (17 CFR 240.13e-4(c)

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On February 1, 2013, First National Bank, located in Orrville, Ohio
(`FNB`), a wholly owned subsidiary of National Bancshares Corporation,
entered into a Branch Office Purchase and Assumption Agreement
(the `Agreement`), with Premier Bank & Trust, National Association
(`Premier`) located in North Canton, Ohio and a wholly-owned subsidiary of
Ohio Legacy Corp. (`Ohio Legacy`), for the purchase of certain assets and
the assumption of certain liabilities of FNB`s Fairlawn branch located at
3085 West Market Street, Akron, Ohio. Under the terms of the Agreement,
Premier will purchase $10 million to $12 million in loans and will assume
$13 million to $16 million in deposits. Premier will pay a deposit premium
of approximately 5.25% based on the average amount of assumed deposits
during a specified period prior to the closing, with a minimum deposit
premium of $682,500.

The transaction, which is subject to regulatory approvals and certain
closing conditions, is expected to be completed during the second quarter
of 2013. On February 4, 2013, Premier and FNB issued a joint press release
announcing the transaction, a copy of which is attached hereto as Exhibit
99.1 and incorporated by reference herein.

ITEM 9.01 Exhibits

99.1 Press Release, dated February 4, 2013 (filed herewith).


Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

National Bancshares Corporation


Date:  February 4, 2013

/s/ Mark R. Witmer
Mark R. Witmer
President and Chief Executive Officer
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EX-1

Exhibit 99.1

PRESS RELEASE

For Release February 4, 2013

Contact:
Rick L. Hull
President and CEO
Premier Bank & Trust
(330) 244-2985


Mark Witmer
President and CEO
First National Bank
(330) 765-0625


PREMIER BANK & TRUST ANNOUNCES AGREEMENT TO ACQUIRE FAIRLAWN
BRANCH OF FIRST NATIONAL BANK


North Canton and Orrville, Ohio, February 4, 2013 ~ (OTC Bulletin
Board: OLCB) (OTC Bulletin Board: NBOH) ~ Rick Hull, President and CEO
of Premier Bank & Trust (`Premier`), and Mark Witmer, President and CEO
of First National Bank (`First National`), announced today that Premier
has entered into a definitive agreement with First National to acquire
certain assets and assume certain liabilities of First National`s Fairlawn,
Ohio office.

The transaction is subject to regulatory approval and other customary closing
conditions and is expected to close in the second quarter of 2013. Under the
terms and conditions of the transaction, Premier will acquire First
National`s Fairlawn banking office location and total loans of approximately
$10 million, and will assume total deposits of approximately $16 million.
The loans are primarily owner-occupied commercial real estate and commercial
industrial. The deposits are primarily core and time deposits, including
checking, money market, savings accounts, and certificates of deposit.

Hull said in a statement, `This transaction fulfills a strategic objective
we have expressed since our recapitalization of the Bank in 2010. We have a
significant client and shareholder base in the Akron/Fairlawn market and we
needed a physical presence to better serve their needs and to expand our
commercial, private banking, investment, and trust services in that market.
We are excited to have John Falatok and all the First National employees in
Fairlawn join our team.`

Witmer stated, `The transaction with Premier fits our strategic plan, which
is to concentrate our bank activities in our core markets. I`ve had a great
relationship with the leadership at Premier for a number of years and
I believe that we leave our Fairlawn clients and staff in very capable
hands.`

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About Premier Bank & Trust

Premier is a wholly owned subsidiary of Ohio Legacy Corp, a bank holding
company headquartered in North Canton, Ohio. Premier provides financial
services to small businesses and consumers through three full-service
banking locations in North Canton and St. Clairsville, Ohio.


About First National Bank

First National is a subsidiary of National Bancshares Corporation, a bank
holding company founded in 1881 and headquartered in Orrville, Ohio.
First National provides financial services in Ohio.

Forward-Looking Statement
This release contains forward-looking statements relating to present or
future trends or factors affecting the banking industry, and specifically
the financial condition and results of operations, including without
limitation, statements relating to the earnings outlook of the Companies,
as well as their operations, markets, and products. Actual results could
differ materially from those indicated. Among the important factors that
could cause results to differ materially are interest rate changes,
softening in the economy, which could materially impact credit quality
trends and the ability to generate loans, changes in the mix of the
Companies` business, competitive pressures, changes in accounting, tax,
or regulatory practices or requirements and those risk factors detailed
in the Companies` periodic reports and registration statements filed
with the Securities and Exchange Commission. The Companies undertake
no obligation to release revisions to these forward-looking statements
or reflect events or circumstances after the date of this release.

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