-----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, HyxeKS2gnzEL+2SrL8vqjG7TxtmK6JKy9al4795jDYghRL/LHvYWsrmvnCpbr1sq TxsAV2TDBIF8r7NMNf2WAA== 0000796534-99-000022.txt : 19990623 0000796534-99-000022.hdr.sgml : 19990623 ACCESSION NUMBER: 0000796534-99-000022 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19990524 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: 99633158 BUSINESS ADDRESS: STREET 1: 100 SOUTH MAIN ST 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 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: 5405522011 MAIL ADDRESS: STREET 1: 100 SOUTH MAIN STREET STREET 2: PO BOX 90002 CITY: BLACKSBURG STATE: VA ZIP: 24062-9002 SC 13E4/A 1 FINAL AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Final Amendment 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 & Jesse 100 South Main Street, P.O. Box 90002 1800 First Union Tower, Drawer 1200 (540) 951-6236 Roanoke, VA 24006 (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 purchase 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 Final Amendment amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement"), dated and filed on March 15, 1999, as previously amended by Amendment Number 1, dated and filed on March 31, 1999, by National Bankshares, Inc. (the "Company"), a Virginia corporation, relating to the offer by the Company to purchase up to 200,000 shares of its common stock (with the right to increase the offer by up to 2% of the total stock outstanding, or 275,856 shares), $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 by Amendment Number 1, dated March 31, 1999, and the related Letter of Transmittal (which together constitute the "Offer"). Copies of the offer to purchase and the Letter of Transmittal are attached as Exhibits (a)(1) and (a)(2) to the Issuer Tender Offer Statement on Schedule 13E- 4 dated March 15, 1999. Item 1. Security and Issuer The Offer commenced on March 15, 1999, was amended by Amendment Number 1 on March 31, 1999, and expired on Friday, April 31, 1999, at 5:00 p.m., Eastern Daylight Time. A total of 299,848 shares were tendered. According to the tender materials, the Company had the right to increase the Offer by up to 2% of the total stock outstanding, to a total of 275,856 shares. The Company elected to increase the Offer, and a total of 275,856 shares have been accepted at a purchase price of $28.00 per share. Because the Offer was oversubscribed, some tenders of stock were prorated after certain exceptions for odd-lot shareholders and conditional tenders of stock according to the terms of the Offer. On May 3, 1999, the Company filed a Form 8-K with the Securities and Exchange Commission announcing the preliminary results of the Offer, a copy of which is filed as Exhibit (a)(8), and is incorporated herein by reference. On May 10, 1999, the Company mailed checks and/or stock certificates to shareholders who tendered stock. Cover letters, in three different formats, accompanied these mailings. The forms of these cover letters are filed as Exhibits (a)(9), (a)(10) and (a)(11), and are incorporated herein by reference. On May 24, 1999, the Company issued a press release and filed a Form 8-K with the Securities and Exchange Commission announcing the final results of the Offer, copies of which are filed as Exhibits (a)(12) and (a)(13), respectively, and are incorporated herein by reference. Item 9. Material to be Filed as Exhibits. Item 9 is hereby amended to add the following Exhibits. 9. (a)(8) Form 8-K dated May 3, 1999. 9. (a)(9) Form of cover letter mailed to shareholders with payment for tendered shares. 9. (a)(10) Alternative form of cover letter mailed to shareholders with payment for tendered shares and stock certificate for pro-rated shares. 9. (a)(11) Alternative form of cover letter mailed to shareholders with return of stock certificates for shares not accepted for tender because of conditional tender offer. 9. (a)(12) Press release dated May 24, 1999. 9. (a)(13) Form 8-K dated May 24, 1999. SIGNATURE After due 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. Dated: May 24, 1999 NATIONAL BANKSHARES, INC. By: _____________________________ James G. Rakes, Chairman, President and Chief Executive Officer EX-20.0 2 May 10, 1999 Dear Tendering Shareholders: I am excited to announce that our Stock Tender Offer was concluded successfully on Friday, April 30, 1999. We had offered to purchase up to 200,000 shares of our common stock at $28.00 per share. According to the tender materials, we had the right to increase the offer by up to 2% of the total stock outstanding, to a total of 275,856 shares. Our tender was so successful that we had more shares tendered than we are permitted to repurchase. A total of 299,848 shares were tendered. As a result, some of your tenders may not be accepted, if they were conditional, and some of your tenders may have to be reduced to allow for proration of the tenders received. Under the terms of the tender, we must accept all odd lots less than 100 shares held by a shareholder and all tenders which, as a result of any proration, would leave the shareholder with less than 100 shares of our stock. After accepting all such tenders in full, we had to prorate the remaining tenders that were not conditional. We have accepted the full tender for all of your shares. Either you owned less than 100 shares and tendered all of them to us, or you tendered all of your stock, and as a result of the proration you would have been left with less than 100 shares. In any event, we thank you for tendering your stock, and we enclose the attached check, which represents the number of shares you held times $28.00. We are very excited about the success of this tender. We are sorry you have decided to reduce your ownership in our company, but we thank you for your past loyalty as a shareholder. I hope you will consider us again when you are looking at possible investment opportunities. If there is anything that I or anyone else at our company can do to help you in your banking needs in the future, I hope you will let us know. Sincerely, James G. Rakes Chairman of the Board President and CEO JGR/bmr Enclosure(s) EX-20.1 3 May 10, 1999 Dear Tendering Shareholders: I am excited to announce that our Stock Tender Offer was concluded successfully on Friday, April 30, 1999. We had offered to purchase up to 200,000 shares of our common stock at $28.00 per share. According to the tender materials, we had the right to increase the offer by up to 2% of the total stock outstanding, to a total of 275,856 shares. Our tender was so successful that we had more shares tendered than we are permitted to repurchase. A total of 299,848 shares were tendered. As a result, some tenders may not be accepted, if they were conditional, and some tenders may have to be reduced to allow for proration of the tenders received. We are tendering only a percentage of your shares. Under the terms of our tender offer, we had to accept the complete tender for all persons owning and tendering less than 100 shares and all persons who tendered all of their stock and would have, as a result of any proration, retained less than 100 shares. You did not fall into this category, so we have prorated your tender, and are purchasing from you approximately 91% of the shares you offered. Accordingly, please accept our check representing the number of whole shares we accepted for tender times $28.00, and a new certificate for the shares which you will retain. We are very excited about the success of this tender. We are sorry you have decided to reduce your ownership in our company, but we thank you for your past loyalty as a shareholder. I hope you will consider us again when you are looking at possible investment opportunities. If there is anything that I or anyone else at our company can do to help you in your banking needs in the future, I hope you will let us know. We thank you for continuing to be a shareholder of National Bankshares, Inc. Sincerely, James G. Rakes Chairman of the Board President and CEO JGR/bmr Enclosure EX-20.2 4 May 10, 1999 Dear Tendering Shareholder: I am excited to announce that our Stock Tender Offer was concluded successfully on Friday, April 30, 1999. We had offered to purchase up to 200,000 shares of our common stock at $28.00 per share. According to the tender materials, we had the right to increase the offer by up to 2% of the total stock outstanding, to a total of 275,856 shares. Our tender was so successful that we had more shares tendered than we are permitted to repurchase. A total of 299,848 shares were tendered. As a result, some of your tenders may not be accepted, if they were conditional, and some of your tenders may have to be reduced to allow for proration of the tenders received. Under the terms of the tender, we must accept all odd lots less than 100 shares held by a shareholder and all tenders which, as a result of any proration, would leave the shareholder with less than 100 shares of our stock. After accepting all such tenders in full, we had to prorate the remaining tenders that were not conditional. Depending on the number of shares tendered and whether the tender was conditional, we may be purchasing all of a holder s shares tendered, only part of the shares, or none of them. Your tender to us was conditional that your tender be accepted in full or that it be rejected. The tender offer was over-subscribed, and we could not accept your tender in full. Since we did not meet your conditions for the tender, we are returning your stock certificate(s) to you. We thank you for remaining a shareholder of National Bankshares, Inc. Please let us know if there is anything that we can do to help you in your banking needs. Sincerely, James G. Rakes Chairman of the Board President and CEO JGR/bmr Enclosure EX-99.0 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 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): May 3, 1999 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) 552-2011 Page 1 of 2 Pages -1- Item 5 Other Events ------------ National Bankshares, Inc., today announced that its March 15, 1999 Stock Tender Offer was successfully concluded as scheduled at 5:00 P.M. Eastern Daylight Time, on Friday, April 30, 1999. The company had offered to purchase up to 200,000 shares of its common stock at $28.00 per share. As permitted by the Stock Tender Offer, the company has increased the offer by 2% of the total stock outstanding to 275,856 shares. With certain exceptions for odd-lot stockholders and stockholders who made a conditional tender of shares, the Tender Offer was structured to provide that the company would purchase the tendered shares on a pro-rata basis in the event of an over-subscription. National Bankshares, Inc. has determined that sufficient shares of common stock were properly tendered prior to the close of the Stock Tender Offer that proration of tendered shares will take place. The company is now in process of analyzing the impact of odd-lot and conditional tenders on the proration factor. It is anticipated that the payment for tendered shares will be made in approximately ten business days and that certificates for all tendered shares not purchased will be returned as soon as practicable. -2- EX-99.1 6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 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): May 24, 1999 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) 552-2011 Page 1 of 2 Pages Item 5 Other Events ------------ NATIONAL BANKSHARES FINISHES STOCK BUYBACK James G. Rakes, Chairman, President & CEO of National Bankshares, Inc., today reported a successful conclusion to the stock tender offer that was announced on March 15. Mr. Rakes said, "We have completed the repurchase of a total of 275,856 shares of our company's common stock, at $28.00 per share. Our tender was so successful that we had more shares tendered than we were permitted to purchase, and we had to prorate some tenders. We are very excited about the success of this stock repurchase plan. It is an excellent use of the abundant capital of National Bankshares, and we believe that the stock repurchase is consistent with our long-term goal of increasing shareholder value." National Bankshares, Inc. is the parent company of The National Bank, headquartered in Blacksburg, and of Bank of Tazewell County, located in Tazewell. Together, the two banks have 16 offices in Montgomery, Giles and Tazewell counties and in the cities of Galax and Bluefield, Virginia. The company s stock is traded over the counter with the trading symbol "NKSH". FOR FURTHER INFORMATION, PLEASE CONTACT: Marilyn B. Buhyoff Secretary & Counsel P.O. Box 90002 Blacksburg, VA 24062-9002 (540) 951-6331 mbuhyoff@nbbank.com EX-99.2 7 FOR IMMEDIATE RELEASE - --------------------- NATIONAL BANKSHARES FINISHES STOCK BUYBACK James G. Rakes, Chairman, President & CEO of National Bankshares, Inc., today reported a successful conclusion to the stock tender offer that was announced on March 15. Mr. Rakes said, "We have completed the repurchase of a total of 275,856 shares of our company's common stock, at $28.00 per share. Our tender was so successful that we had more shares tendered than we were permitted to purchase, and we had to prorate some tenders. We are very excited about the success of this stock repurchase plan. It is an excellent use of the abundant capital of National Bankshares, and we believe that the stock repurchase is consistent with our long-term goal of increasing shareholder value." National Bankshares, Inc. is the parent company of The National Bank, headquartered in Blacksburg, and of Bank of Tazewell County, located in Tazewell. Together, the two banks have 16 offices in Montgomery, Giles and Tazewell counties and in the cities of Galax and Bluefield, Virginia. The company s stock is traded over the counter with the trading symbol "NKSH". FOR FURTHER INFORMATION, PLEASE CONTACT: Marilyn B. Buhyoff Secretary & Counsel P.O. Box 90002 Blacksburg, VA 24062-9002 (540) 951-6331 mbuhyoff@nbbank.com -----END PRIVACY-ENHANCED MESSAGE-----