-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RRlBx9Ns6HRnYaVg5absCj01GG7vtgVn8RAe6H0xTWBJAl4GgAmhs2JjOxdHcpUF itYQuBUuErcVwPKDAvVq1A== 0000796534-99-000007.txt : 19990402 0000796534-99-000007.hdr.sgml : 19990402 ACCESSION NUMBER: 0000796534-99-000007 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990331 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL BANKSHARES INC CENTRAL INDEX KEY: 0000796534 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 541375874 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-37724 FILM NUMBER: 99581744 BUSINESS ADDRESS: STREET 1: 100 SOUTH MAIN ST CITY: BLACKSBURG STATE: VA ZIP: 24062-9002 BUSINESS PHONE: 7035522011 MAIL ADDRESS: STREET 1: 100 SOUTH MAIN STREET STREET 2: PO BOX 90002 CITY: BLACKSBURG STATE: VA ZIP: 24062-9002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL BANKSHARES INC CENTRAL INDEX KEY: 0000796534 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 541375874 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 100 SOUTH MAIN ST CITY: BLACKSBURG STATE: VA ZIP: 24062-9002 BUSINESS PHONE: 7035522011 MAIL ADDRESS: STREET 1: 100 SOUTH MAIN STREET STREET 2: PO BOX 90002 CITY: BLACKSBURG STATE: VA ZIP: 24062-9002 SC 13E4/A 1 AMENDMENT 13E4 As filed with the Securities and Exchange Commission on March 15, 1999 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20459 AMENDMENT NUMBER 1 TO SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) NATIONAL BANKSHARES, INC. (Name of Issuer) NATIONAL BANKSHARES, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $2.50 PAR VALUE (Title of Class of Securities) 634865109 (CUSIP Number of Class of Securities) James G. Rakes With Copies to: Chairman Douglas W. Densmore and Hugh B. Wellons President & Chief Executive Officer Flippin, Densmore, Morse, National Bankshares, Inc. Rutherford & Jessee 100 South Main Street, P.O. Box 90002 1800 First Union Tower, Drawer 1200 Blacksburg, VA 24062 Roanoke, VA 24006 (540) 951-6236 (540) 510-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing the Statement) March 15, 1999 (Date Tender Offer First Published, Sent or Given to Security Holders) CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee - -------------------------------------------------------------------------------- $ 5,600,000.00 $1,120 * For purposes of calculating fee only. Assumes the purchases of 200,000 shares at $28.00 per share. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $1,120 Form or Registration No.: Schedule 13E-4 Filing Party: National Bankshares, Inc. Date Filed: March 15, 1999 This Amendment No. 1 amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 filed March 15, 1999 by National Bankshares, Inc. (the "Company"), a Virginia corporation, relating to the offer by the Company to purchase up to 200,000 shares (or such lesser number of shares as are properly tendered) of its common stock, $2.50 par value (the "Shares"), at a price of $28.00 per Share, net to the seller in cash, all upon the terms and subject to the conditions set forth in the offer to purchase, dated March 15, 1999 (the "Offer to Purchase"), as amended hereby, and the related Letter of Transmittal (which together constitute the "Offer"), copies of which are attached as Exhibits (a)(1) and (a)(2) to the Issuer Tender Offer Statement on Schedule 13E-4 dated March 15, 1999. Only those items of the Issuer Tender Offer Statement on Schedule 13E-4 that are amended and supplemented hereby are included herein. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the Offer to Purchase. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Item 9(a)(1) of the Statement, Form of Offer to Purchase dated March 15, 1999, is hereby amended and supplemented to reflect changes in the text of Section 8 of the Offer to Purchase. Section 8 of the Offer to Purchase is deleted and the following inserted in its place (actual changes from previous draft underlined): 8. CERTAIN CONDITIONS OF THE OFFER Notwithstanding any term of the offer, the Company may, at its option, withdraw the offer and shall not be required to accept for payment or purchase or pay for any shares of common stock tendered, if before the expiration date of the offer, any event has occurred that has been determined by the Company, in the Company's reasonable judgment, and regardless of the circumstances giving rise to it (including any action or omission to act by the Company), making it inadvisable to proceed with the offer or with the acceptance for payment or payment, including but not limited to the following events: (a) There shall have been instituted or threatened any action or proceeding before any court or administrative agency which challenges the acquisition of shares pursuant to the offer or otherwise relates in any manner to the offer, or in the judgment of the Company could otherwise materially and adversely affect the Company; or (b) Any action shall have been taken, or any statute, rule, regulation or order shall have been proposed, enacted, enforced, or deemed to be applicable to the offer, by any governmental agency or other regulatory administrative authority, domestic or foreign, which, in the judgment of the Company would or might prohibit, restrict or delay consummation of the offer or materially impair the contemplated benefits of the offer to the Company; or (c) There shall have occurred any commencement of armed hostilities directly or indirectly involving the United States which has or is reasonably expected to have a material negative effect on the United States stock markets, or any national emergency, banking moratorium or suspension of payments by banks in the United States, or any general suspension of trading or limitation of prices for securities on any primary securities exchange or in the over-the-counter market in the United States, or any decline in either the Dow Jones Industrial Average or the Standard & Poor's Index of 500 Industrial Companies by an amount in excess of ten percent measured from the close of business on March 15, 1999; or (d) Any change shall occur or be threatened in the business, condition (financial or otherwise), operations, stock ownership, prospects of the Company or one of its subsidiary banks, which, in the judgment of the Company, is or may be material to the Company or its subsidiary, any of which in the reasonable judgment of the Company makes it inadvisable to proceed with the acceptance of tenders, purchase of shares, or payment. Any determination by the Company concerning any events described in this section and any related judgment or decision by the Company regarding the inadvisability of proceeding with the purchase of or the payment for any shares tendered shall be final and binding upon all parties. The foregoing conditions are for the sole benefit of the Company and may be asserted by the Company regardless of the circumstances giving rise to those conditions or may be waived by the Company in whole or in part. The Company's failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13E-4 is true, complete and correct. NATIONAL BANKSHARES, INC. March 31, 1999 By: /s/ JAMES G. RAKES ---------------------------- James G. Rakes Chairman, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----