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): March 31, 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 On March 31, 1999, National Bankshares, Inc. (the "Company"), filed Amendment Number 1 to the Schedule 13E-4 Tender Offer Statement that was originally filed with the United States Securities and Exchange Commission on March 15, 1999. Amendment Number 1 explains and clarifies Section 8 of the Offer to Purchase portion of the Tender Offer Statement. The amendment makes it clear that the Company will use its reasonable judgment before withdrawing the offer because an event has occurred making it inadvisable for the Company to proceed. Amendment Number 1 also states that any event of this nature would need to occur prior to the expiration date of the offer. Section 8 of the Offer to Purchase contains examples of certain events that could support National Bankshares' determination that it would be inadvisable to proceed with the offer. Amendment Number 1 again indicates that the Company would exercise reasonable judgment in evaluating whether any particular event or change in condition makes it inadvisable to proceed. Finally, Amendment Number 1 explains that, in order for the Company to determine that it would be inadvisable to proceed with the offer specifically because of the commencement of armed hostilities involving the United States, the commencement of hostilities would have, or be reasonably expected to have, a material effect on the United States stock markets. In addition to announcing the filing of Amendment Number 1 to the Schedule 13E-4 Tender Offer Statement, National Bankshares, Inc. also wishes to confirm that, in its opinion, the current bombing campaign in Kosovo and Serbia undertaken by the United States with its NATO allies does not rise to the level of armed hostilities that are likely to have a material negative effect on United States stock markets, and therefore would not prompt the Company to withdraw its current tender offer. -2-