SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NATIONAL BANCSHARES CORPORATION
(Name of Issuer)
Shares of Common Stock, with no par value
(Title of Class of Securities)
632592101
(CUSIP Number)
Roger D. Proper, Jr., Esq.
Critchfield, Critchfield & Johnston, Ltd.
225 North Market Street
Wooster, Ohio 44691
(330) 264-4444
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 19, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 632592101 |
1 | Names of Reporting Persons. I.R.S. Identification Nos. of above Persons (entities only)
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James R. Smail | ||||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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3 | SEC Use Only
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4 | Source of Funds (See Instructions) PF
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5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e ¨
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6 | Citizenship or Place of Organization United States of America
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Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 110,936*
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8 | Shared Voting Power 0
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9 | Sole Dispositive Power 110,936*
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10 | Shared Dispositive Power 0
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 110,936*
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13 |
Percent of Class Represented by Amount in Row (11) 5.01%
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14 |
Type of Reporting Person (See Instructions) IN
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* | Includes 32,234 shares held by J.R. Smail, Inc. and 1,000 shared held by James Smail IRA. |
CUSIP No. 632592101 |
1 | Names of Reporting Persons. I.R.S. Identification Nos. of above Persons (entities only)
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J.R. Smail, Inc. | ||||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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3 | SEC Use Only
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4 | Source of Funds (See Instructions) WC
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5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e ¨
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6 | Citizenship or Place of Organization Ohio
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Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 32,234
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8 | Shared Voting Power 0
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9 | Sole Dispositive Power 32,234
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10 | Shared Dispositive Power 0
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 32,234
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13 |
Percent of Class Represented by Amount in Row (11) 1.46%
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14 |
Type of Reporting Person (See Instructions) CO
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SCHEDULE 13D
Item 1. | Security and Issuer. |
The class of equity securities to which this 13D relates is the common stock, without par value, (the Shares) of National Bancshares Corporation, an Ohio corporation (the Issuer). The Issuer's stock is traded on the OTC Bulletin Board. The ticker symbol for National Bancshares Corporation is NBOH. The principal executive offices of the Issuer are located at 112 W. Market St., Orrville, Ohio 44667.
Item 2. | Identity and Background. |
(a) Pursuant to Rule 13d-1(k), this Schedule 13D is filed by James R. Smail (Mr. Smail) and J.R. Smail, Inc., an Ohio corporation, for the purpose of reporting acquisitions of Shares of the Issuer. Mr. Smail is chairman and sole owner of J.R. Smail, Inc.
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of J.R. Smail, Inc. is set forth on Schedule A hereto and is incorporated herein by reference. Also set forth on Schedule A hereto is the name, address, citizenship and principal business of each corporation in which the occupations of such directors and executive officers are conducted.
(b) The business address of Mr. Smail and J.R. Smail, Inc. is 2285 Eagle Pass, Wooster, Ohio 44691.
(c) J.R. Smail, Inc. is an oil and gas production company. Mr. Smail's principal occupation is chairman of the board and owner of J.R. Smail, Inc.. Mr. Smail is also chairman of the board and majority owner of Monitor Bancorp, Inc. and Monitor Bank, Inc., located at 1320 State Route 226, Big Prairie, Ohio 44611. Monitor Bancorp, Inc. is the holding company for Monitor Bank, Inc., an Ohio state-chartered commercial bank
(d) None of Mr. Smail and the executive officers and directors of J.R. Smail, Inc. indentified on Schedule A have been convicted in a criminal proceeding (excluding traffic violation or similar misdemeanors) during the last 5 years.
(e) None of Mr. Smail and the executive officers and directors of J.R. Smail, Inc. indentified on Schedule A have, during the last 5 years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Smail is a citizen of the United States of America. J.R. Smail, Inc. is a corporation organized under the laws of the State of Ohio.
Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares reported in Item 5(c) as having been acquired by Mr. Smail were acquired for the aggregate purchase price of approximately $97,633.80 (excluding commissions) with Mr. Smail's personal funds. The Shares reported in Item 5(c) as having been acquired by J.R. Smail, Inc. were acquired for the aggregate purchase price of approximately $216,730.00 with J.R. Smail, Inc.'s working capital.
Item 4. | Purpose of Transaction. |
The Shares covered by this Schedule 13D are being held for investment purposes. Mr. Smail and/or J.R. Smail, Inc. may, from time to time, acquire additional securities of National Bancshares Corporation using personal funds (or working capital) through a broker and/or privately negotiated transactions.
Other then as disclosed in this Item 4, pursuant to the instructions for items (a) through (j) of Item 4 of Schedule 13D, none of Mr. Smail, J.R. Smail, Inc. or the executive officers and directors of J.R. Smail, Inc. identified on Schedule A currently have plans or proposals that relate to or would result in any of the following:
(i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company;
(ii) the sale or transfer of a material amount of assets of the Issuer;
(iii) a change in the present board of directors or management of the Issuer;
(iv) a material change in the present capitalization or dividend policy of the Issuer;
(v) a material change in the business or corporate structure of the Issuer;
(vi) a change to the articles of incorporation, or code of regulations of the Issuer, or an impediment to the acquisition of control of the Issuer, by any person;
(vii) the delisting from the OTC Bulletin Board of the Shares;
(viii) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(9) (4) of the Securities Exchange Act of 1934, as amended; or
(ix) any action similar to any of those enumerated in (I) through (viii) above.
Mr. Smail, J.R. Smail, Inc. and each executive officer and director of J.R. Smail identified on Schedule A reserve the right to modify his or its plans and proposals described in this Item 4 and to acquire additional Shares or dispose of Shares from time to time depending on market conditions. Further, subject to applicable laws and regulations, Mr. Smail, J.R. Smail, Inc. or any executive officer and director of J.R. Smail, Inc. identified on Schedule A may formulate plans and proposals that may result in the occurrence of an event set forth in (i) through (ix) above or in Item 4 of Schedule 13D.
Item 5. | Interest in Securities of the Issuer. |
(a) According to the most recently available filing with the Securities and Exchange Commission by the Issuer, there are 2,213,269 Shares outstanding.
In accordance with Rule 13d-3 of the Securities Exchange Act of 1934, Mr. Smail beneficially owns 110,936 Shares (including 32,234 Shares held by J. R. Smail, Inc.) which represents 5.01% of the outstanding Shares. J.R. Smail, Inc. beneficially owns 32,234 Shares, or 1.46% of the outstanding Shares. As chairman and sole owner of J.R. Smail, Inc., Mr. Smail may be deemed to beneficially own all Shares held by the J.R. Smail, Inc..
(b) Mr. Smail has sole power to vote, or to direct the voting of, and sole power to dispose, or to direct the disposition of, the Shares owned by him individually (including the shares owned by Mr. Smails IRA). As chairman and sole owner of J.R. Smail, Inc., Mr. Smail has sole power to vote, or to direct the voting of, and sole power to dispose or to direct the disposition of, the Shares held by J.R. Smail, Inc.
(c) During the past 60 days, Mr. Smail purchased 6,830 Shares in open market transactions as set forth below: Approximate Per Share Price
Date |
Number of Shares | (Excluding Commissions) | ||||||
7/1/2011 |
592 | $13.70 | ||||||
8/2/2011 |
1,720 | $14.50 | ||||||
8/2/2011 |
3,500 | $14.35 | ||||||
8/4/2011 |
1,018 | $14.10 |
During the past 60 days, J.R. Smail, Inc. purchased 14,836 Shares in open market transactions as set forth below:
Date |
Number of Shares | Approximate Per Share
Price (Excluding Commissions) |
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8/2/2011 |
5,200 | $14.50 | ||||||
8/8/2011 |
1,686 | $14.50 | ||||||
8/19/2011 |
7,950 | $14.70 |
(d) Not applicable.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Not applicable.
Item 7. | Material to be filed as Exhibits. |
7.1 Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 26, 2011
/s/ James R. Smail |
JAMES R. SMAIL, individually |
J.R. SMAIL, INC. |
/s/ James R. Smail |
By: James R. Smail, Chairman |
SCHEDULE A
NON-REPORTING OFFICERS AND DIRECTORS OF J.R. SMAIL, INC.
1. | Name: | Mark A. Sparr President/Secretary and Director | ||
Citizenship: | United States of America | |||
Business Address: | 2285 Eagle Pass, Wooster, Ohio 44691 | |||
Principal Occupation: | President/Secretary of J.R. Smail, Inc., an oil and gas production company located at 2285 Eagle Pass, Wooster, Ohio 44691 | |||
Shares Owned: | 400 Shares, less than 1%, sole voting and dispositive power | |||
Shares Purchased or Sold | ||||
Last 60 Days: | 0 Shares | |||
2. | Name: | Kirt Keener Treasurer | ||
Citizenship: | United States of America | |||
Business Address: | 2285 Eagle Pass, Wooster, Ohio 44691 | |||
Principal Occupation: | Treasurer of J.R. Smail, Inc., an oil and gas production company located at 2285 Eagle Pass, Wooster, Ohio 44691 | |||
Shares Owned: | 0 Shares | |||
Shares Purchased or Sold | ||||
Last 60 Days: | 0 Shares |
Exhibit 7.1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the Statement) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.
This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Date: August 26, 2011
/s/ James R. Smail |
James R. Smail, individually |
J.R. SMAIL, INC. |
/s/ James R. Smail |
By James R. Smail, Chairman |