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
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Date of Report (Date of Earliest Event Reported): May 31, 1996
NATIONAL BANKSHARES, INC.
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(Exact name of Registrant as specified in its charter)
Virginia 0-15204 54-1375874
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. Box 90002
Blacksburg, Virginia 24062-9002
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (540) 552-2011
Page 1 of 5 Pages
Exhibit Index appears on Page 4
Item 2
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On May 31, 1996, at 11:59 P.M., National Bankshares, Inc. (NBI) of
Blacksburg, Virginia, parent company of The National Bank of Blacksburg,
consummated a transaction with the Bank of Tazewell County (BTC) of
Tazewell, Virginia, in which NBI Interim Bank (a bank organized for the
sole purpose of the transaction and a wholly owned subsidiary of NBI) was
merged into BTC and BTC as the surviving entity became a wholly owned
subsidiary of NBI. BTC is a Virginia state bank headquartered in Tazewell,
Virginia with seven offices.
Pursuant to the Agreement and Plan of Merger dated August 28, 1995,
between NBI and BTC (Plan), each share of the 1,888,209 shares of the
common stock ($1.10 par value) of BTC outstanding immediately prior to the
merger was converted into the right to receive one share of the common
stock ($2.50 par value) of NBI (NBI Common Stock). The merger met the
requirements for a tax-free transaction under the Internal Revenue Code of
1986, as amended, and will be accounted for as a pooling-of-interest. As
provided in the Plan, NBI effected a stock split in the form of a stock
dividend aggregating 190,768 shares of NBI Common Stock for stockholders of
record at the closing of business on May 30, 1996, payable on June 14,
1996. The exchange ratio provided for in the plan took into consideration
the NBI stock split.
Item 7 Financial Statements and Exhibits
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(a) It was deemed impracticable at this time to file the financial
statements. Those statements will be filed by August 10, 1996.
(b) It was deemed impracticable at this time to file the proforma
financial information required by this Item. That information will be
filed by August 10, 1996.
(c) The exhibit listed in the "Exhibit Index" is filed as part of
this report.
Page 2 of 5 Pages
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 BANKSHARES, INC.
By: s/James G. Rakes
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James G. Rakes
President and
Chief Executive Officer
Date: June 14, 1996
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Page 3 of 5 Pages
EXHIBIT INDEX
TO
CURRENT REPORT ON FORM 8-K
OF
NATIONAL BANKSHARES, INC.
Sequential
Exhibit Page No.
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I. Press release dated 5
June 1, 1996
Page 4 of 5 Pages