-----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, NTRvPnj1lNXhB/pN7yovdoh+ITxdTPBv5izMGal2QmVbcK1V0Yi8La5kQQ+PgiXJ +QV6ySbv+nW7S4fM6DuvEQ== 0000796534-00-000016.txt : 20001229 0000796534-00-000016.hdr.sgml : 20001229 ACCESSION NUMBER: 0000796534-00-000016 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001109 ITEM INFORMATION: FILED AS OF DATE: 20001228 FILER: 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-15204 FILM NUMBER: 796812 BUSINESS ADDRESS: STREET 1: PO BOX 90002 CITY: BLACKSBURG STATE: VA ZIP: 24062-9002 BUSINESS PHONE: 5405522011 MAIL ADDRESS: STREET 1: 100 SOUTH MAIN STREET STREET 2: PO BOX 90002 CITY: BLACKSBURG STATE: VA ZIP: 24062-9002 8-K/A 1 0001.txt 8K AMENDMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 --------------- Date of Report (Date of Earliest Event Reported): November 9, 2000 NATIONAL BANKSHARES, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Virginia 0-15204 54-1375874 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) P.O. Box 90002 Blacksburg, Virginia 24062-9002 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (540) 951-6300 PAGE 1 OF 6 Item 7 Financial Statements and Exhibits On November 9, 2000, National Bankshares, Inc. (The Company) completed its acquisition of six Virginia branches of AmSouth Bank of Birmingham, Alabama. The Company plans to operate the Dublin, Radford and Pulaski offices through its National Bank of Blacksburg subsidiary. The remaining offices located in Marion, Wytheville and Abingdon will be operated through the Company's Bank of Tazewell County subsidiary. Approximately $94 million in deposits and approximately $42 million in loans were acquired. Item 7(a) Financial Statements of Business Acquired Not applicable Item 7(b) Pro Forma Financial Statements The following unaudited pro forma condensed statement of financial condition as of September 30, 2000 and unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2000 and for the year ended December 31, 1999. (Filed as Exhibit 99.1 hereto). The unaudited pro forma combined statement of financial condition gives effect to the branch acquisition as if the transaction had occurred on September 30, 2000. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 1999 gives effect to the branch acquisition as if the transaction had occurred January 1, 1999 and the unaudited proforma condensed combined statement of operations for the nine-month period ended September 30, 2000 gives effect to the branch acquisition as if the transaction had occurred January 1, 2000. The unaudited pro forma condensed combined financial statements are provided for informational purposes. The unaudited pro forma condensed combined financial information presented is not necessarily indicative of what the actual financial condition or results of operations would have been had the branch acquisition been completed as of beginning of the periods presented and is not indicative of future financial condition or future results of operations. The unaudited pro forma condensed combined financial information set forth herein was prepared for purposes of complying with Regulation S-X of the Securities and Exchange Commission in connection with the filing of the Form 8-K of the Company relating to the Branch Acquisition, since such acquisition is significant to the financial statements of the Company. These unaudited pro forma condensed combined financial statements should be read in conjunction with the audited financial statements of the Company, incorporated by reference to Item 13I of the Company's Report on Form 10-K for the year ended December 31, 1999. PAGE 2 OF 6 Item 7(c) Exhibits Exhibit 99.1 Unaudited Pro Forma Condensed Combined Statements of Financial Condition as of December 31, 1999 and Unaudited Condensed Combined Statements of Operations for the Nine Months Ended September 30, 2000 and for the Year Ended December 31, 1999. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NATIONAL BANKSHARES, INC. December 28, 2000 /s/James G. Rakes - ----------------- -------------------------------------------- Date James G. Rakes Chairman President and Chief Executive Officer PAGE 3 OF 6 Exhibit 99.1 National Bankshares, Inc. Item 7(b) Pro Forma Financial Information I. Unaudited Pro Forma Condensed Combined Statements of Financial Condition as of September 30, 2000. (dollars in thousands) AmSouth NBI Branches September 30, 2000 Acquired Combined --------------------- --------------- ---------- Cash and due from banks $ 9,301 $ 1,544 $ 10,845 Interest-bearing deposits 18,003 0 18,003 Federal funds sold 100 0 100 Securities available for sale 120,190 31,037 (1) 151,227 Securities held to maturity 21,138 0 21,138 Mortgage loans held for sale 122 0 122 Loans, net of unearned income and deferred fees 316,266 42,147 358,413 Less allowance for loan losses 3,732 0 3,732 --------------------- --------------- ---------- Loans, net 312,534 42,147 354,681 Bank premises and equipment 8,388 1,842 10,230 Accrued interest receivable 4,316 0 4,316 Premium paid 0 8,293 (2) 8,293 Other assets 4,805 187 4,992 --------------------- --------------- ---------- Total assets $498,897 $85,050 $583,947 ===================== =============== ========== Noninterest-bearing deposits 58,731 24,649 83,380 Other deposits 370,541 69,588 440,129 --------------------- --------------- ---------- Total deposits 429,272 94,237 523,509 Borrowed funds 10,198 -10,000 (3) 198 Other liabilities 1,858 813 2,671 --------------------- --------------- ---------- Total liabilities 441,328 85,050 526,378 Stockholder's equity 57,569 0 57,569 --------------------- --------------- ---------- Total liabilities and stockholders' $498,897 $85,050 $583,947 Equity ===================== =============== ========== Note 1: It was assumed for purposes of this disclosure that cash received from the transaction less the pay-off of a $10,000,000 term loan from the FHLB would be invested in securities available for sale. Note 2: The premium paid was 8.8% of deposits purchased. Note 3: Pay-off of term loan to FHLB is the amount of $10,000,000 at 7%. PAGE 4 OF 6 National Bankshares, Inc. Item 7(b) Pro Forma Financial Information II. Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 1999. Pro Forma (dollars in thousands) AmSouth NBI Branches December 31, 1999 Acquired Combined -------------------- --------------- ----------- Interest income $ 33,603 $ 5,743 $39,346 Interest expense 14,203 3,522 17,725 -------------------- --------------- ----------- Net interest income 19,400 2,221 21,621 Provision for loan losses 1,400 0 1,400 -------------------- --------------- ----------- Net interest income After provision for loan losses 18,000 2,221 20,221 -------------------- --------------- ----------- Noninterest income 3,512 655 4,167 Noninterest expense 11,868 1,919 13,787 Premium amortization 0 553 553 -------------------- --------------- ----------- Income before taxes 9,644 404 10,048 Income taxes 2,556 137 2,693 -------------------- --------------- ----------- Net income $ 7,088 $ 267 $ 7,355 ==================== =============== =========== Diluted earnings per share $ 1.96 $ 2.04 ==================== =========== Weighted Average Shares 3,607,669 3,607,669 ==================== =========== Note 1: Securities available for sale were assured to be invested at a rate of 7%. Loan yields were approximately 8.5%. Note 2: The cost of interest-bearing deposit was approximately 4.5%. Note 3: The deposit premium is being amortized over a 15 year period. Note 4: A 34% income tax rate was used. PAGE 5 OF 6 National Bankshares, Inc. Item 7(b) Pro Forma Financial Information III. Unaudited Pro Forma Condensed Combined Statement of Operations for the nine-month period ended September 30, 2000. Pro Forma (dollars in thousands) AmSouth NBI Branches September 30, 2000 Acquired Combined --------------------- -------------- ----------- Interest income $ 27,716 $ 4,306 $32,022 Interest expense 12,710 2,641 15,351 --------------------- -------------- ----------- Net interest income 15,006 1,665 16,671 Provision for loan losses 997 0 997 --------------------- -------------- ----------- Net interest income After provision for loan losses 14,009 1,665 15,674 --------------------- -------------- ----------- Noninterest income 2,863 491 3,354 Noninterest expense 9,376 1,439 10,815 Premium amortization 0 415 415 --------------------- -------------- ----------- Income before taxes 7,496 302 7,798 Income taxes 2,024 103 2,127 --------------------- -------------- ----------- Net income $ 5,472 $199 $ 5,671 ===================== ============== =========== Diluted earnings per share $ 1.56 $ 1.61 ===================== =========== Weighted Average Shares 3,515,337 3,515,337 ===================== =========== Note 1: Securities available for sale were assumed to be invested at a rate of 7%. Loan yields were approximately 8.5%. Note 2: The cost of interest-bearing liabilities was approximately 4.5%. Note 3: The deposit premium is being amortized over a 15-year period. Note 4: A 34% tax rate was used. PAGE 6 OF 6 -----END PRIVACY-ENHANCED MESSAGE-----