<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1999.

or

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ________ to _______.

Commission file number:  0-13585


                         NATIONAL CITY BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

          INDIANA                                         35-1632155
(State or other jurisdiction of                        (I.R.S. Employee
 incorporation or organization)                       Identification No.)

        PO  BOX 868, EVANSVILLE, INDIANA                   47705-0868
        (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code:  (812) 464-9677

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

                                                        Yes [X]   No  [ ]


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                 CLASS                        OUTSTANDING AT November 11, 1999
    (Common stock, $1.00 Stated Value)                 16,861,640


<PAGE>   2
                         NATIONAL CITY BANCSHARES, INC.

                                      INDEX

                         PART I - FINANCIAL INFORMATION

                                                                        PAGE NO.
Item 1.  Unaudited Financial Statements

         Condensed consolidated statements of financial position-
         September 30, 1999, December 31, 1998, and September 30, 1998       3

         Condensed consolidated statements of income and
         comprehensive income-three months and nine months
         ended September 30, 1999 and 1998                                   4

         Condensed consolidated statements of cash flows-
         nine months ended September 30, 1999 and 1998                       5

         Notes to condensed consolidated financial statements                7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                11

Item 3.  Quantitative and Qualitative Disclosures about Market Risk         16


                           PART II - OTHER INFORMATION

Item 6.  Exhibits  and Reports on Form 8-K                                  17


                                   SIGNATURES                               17


<PAGE>   3
PART I - FINANCIAL INFORMATION

ITEM 1.  Unaudited Financial Statements

                NATIONAL CITY BANCSHARES, INC. and Subsidiaries
       Unaudited Condensed Consolidated Statements of Financial Position
              (Dollar Amounts Other Than Share Data in Thousands)

<TABLE>
<CAPTION>

                                                                          SEPTEMBER 30,    DECEMBER 31,       SEPTEMBER 30,
                                                                              1999             1998                1998
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>              <C>               <C>
ASSETS
Cash and cash equivalents                                                 $    49,070      $      67,389     $       63,492
Time deposits in banks                                                              -                142              1,200
Federal funds sold                                                              1,466             10,431             11,079
Securities available for sale                                                 326,314            346,514            381,875
Nonmarketable equity securities                                                18,559             19,327             18,010
Loans                                                                       1,680,965          1,648,296          1,624,288
Less: Allowance for loan losses                                               (19,432)           (18,443)           (16,637)
---------------------------------------------------------------------------------------------------------------------------
 Loans-net                                                                  1,661,533          1,629,853          1,607,651
Premises and equipment, net                                                    45,272             46,399             46,224
Intangible assets                                                              37,437             40,185             40,924
Other assets                                                                   33,868             34,984             33,482
---------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                              $ 2,173,519      $   2,195,224     $    2,203,937
===========================================================================================================================
LIABILITIES
Deposits:
 Noninterest-bearing demand                                               $   197,005      $     231,623     $      229,559
 Interest-bearing savings and time                                          1,446,481          1,502,962          1,478,053
---------------------------------------------------------------------------------------------------------------------------
  Total deposits                                                            1,643,486          1,734,585          1,707,612
Short-term borrowings                                                         109,361             33,382             70,668
Other borrowings                                                              130,798            139,545            137,659
Guaranteed preferred beneficial interests
 in the Corporation's subordinated debenture                                   34,500             34,500             34,500
Dividends payable                                                               3,381              3,368              2,447
Deferred income taxes                                                           3,384              3,898              5,388
Other liabilities                                                              12,532             17,623             17,478
---------------------------------------------------------------------------------------------------------------------------
  Total liabilities                                                         1,937,442          1,966,901          1,975,752

COMMON STOCK OWNED BY ESOP(subject to put option)                               3,214             10,043              9,285

SHAREHOLDERS' EQUITY
Preferred stock-1,000,000 shares authorized
 None outstanding
Common stock - $1.00 stated value:

                                9/30/99        12/31/98       9/30/98
                                -------        --------       -------
 Shares authorized            29,000,000      29,000,000    29,000,000
 Shares outstanding           16,907,240      16,842,456    16,826,906         16,907             16,842             16,830
Capital surplus                                                               124,953            123,561             96,433
Retained earnings                                                              95,007             83,536            109,362
Accumulated other comprehensive income                                           (790)             4,436              5,674
Unearned employee stock ownership plan shares                                       -                (52)              (114)
Common stock owned by ESOP(subject to put option)                              (3,214)           (10,043)            (9,285)
---------------------------------------------------------------------------------------------------------------------------
  Total shareholders' equity                                                  232,863            218,280            218,900
---------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                $ 2,173,519      $   2,195,224     $    2,203,937
===========================================================================================================================
</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.

                                       3
<PAGE>   4
                NATIONAL CITY BANCSHARES, INC. and Subsidiaries
 Unaudited Condensed Consolidated Statements of Income and Comprehensive Income
              (Dollar Amounts Other Than Share Data in Thousands)

<TABLE>
<CAPTION>
                                                                 Three Months Ended                    Nine Months Ended
                                                                    September 30,                        September 30,
------------------------------------------------------------------------------------------------------------------------------
                                                                1999             1998                1999            1998
------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>              <C>                 <C>             <C>
INTEREST INCOME
Interest and fees on loans                                  $     36,144     $     37,070        $    107,113    $     105,839
Interest and dividends on securities                               4,815            5,793              14,749           18,594
Interest on federal funds sold                                        20              228                 429              785
Interest on other investments                                         14               52                  44              215
------------------------------------------------------------------------------------------------------------------------------
 Total interest income                                            40,993           43,143             122,335          125,433
INTEREST EXPENSE
Interest on deposits                                              14,640           16,930              45,045           49,363
Interest on funds borrowed                                         3,711            3,551              10,089            9,645
------------------------------------------------------------------------------------------------------------------------------
 Total interest expense                                           18,351           20,481              55,134           59,008
NET INTEREST INCOME                                               22,642           22,662              67,201           66,425
Provision for loan losses                                          1,149              853               3,249            2,999
------------------------------------------------------------------------------------------------------------------------------
Net interest income after
 provision for loan losses                                        21,493           21,809              63,952           63,426
NONINTEREST INCOME
Trust income                                                         625              562               1,776            1,584
Service charges on deposit accounts                                1,976            2,067               5,766            5,799
Other service charges and fees                                     1,034            1,009               3,092            3,091
Securities gains (losses)                                             16               84                (622)           1,149
Other                                                                397              376               1,069            1,178
------------------------------------------------------------------------------------------------------------------------------
 Total noninterest income                                          4,048            4,098              11,081           12,801
NONINTEREST EXPENSE
Salaries, wages and other employee benefits                        7,616            9,256              21,553           25,816
Occupancy expense                                                    951              980               2,715            2,806
Furniture and equipment expense                                    1,178            1,231               3,191            3,323
Amortization of intangibles                                          913              837               2,739            2,320
Other                                                              5,009            6,500              14,089           15,385
------------------------------------------------------------------------------------------------------------------------------
 Total noninterest expense                                        15,667           18,804              44,287           49,650
------------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                         9,874            7,103              30,746           26,577
Income taxes                                                       2,456            1,911               9,147            7,686
------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                         7,418            5,192              21,599           18,891
==============================================================================================================================
Proforma C Corporation provision for income taxes                  2,456            2,183               9,147            8,401
------------------------------------------------------------------------------------------------------------------------------
PROFORMA NET INCOME                                                7,418            4,920              21,599           18,176
------------------------------------------------------------------------------------------------------------------------------
Other comprehensive income, net of income taxes:
 Unrealized gain (loss) arising in period                         (1,472)           2,126              (5,596)           1,605
 Reclassification for realized amount                                 (9)             (50)                370             (466)
------------------------------------------------------------------------------------------------------------------------------
Net unrealized loss recognized in other
 comprehensive income                                             (1,481)           2,076              (5,226)           1,139
------------------------------------------------------------------------------------------------------------------------------
PROFORMA COMPREHENSIVE INCOME                               $      5,937     $      6,996        $     16,373    $      19,315
==============================================================================================================================

Earnings per share:
Basic                                                       $       0.44     $       0.29        $       1.28    $        1.09
Diluted                                                     $       0.44     $       0.29        $       1.27    $        1.08
Weighted average shares outstanding:
Basic                                                         16,900,119       16,767,443          16,875,248       16,737,400
Diluted                                                       16,985,353       16,871,162          16,963,813       16,858,602
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                       4



<PAGE>   5
                NATIONAL CITY BANCSHARES, INC. and Subsidiaries
           Unaudited Condensed Consolidated Statements of Cash Flows
                         (Dollars Amounts in Thousands)

                                                            NINE MONTHS ENDED
                                                              SEPTEMBER 30,
-------------------------------------------------------------------------------
                                                             1999       1998
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES                       $  31,918   $ 28,215
-------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in interest-bearing time deposits in banks          142      2,493
Proceeds from matured securities available for sale           79,215     65,830
Proceeds from sales of securities available for sale           2,598     41,054
Proceeds from sales of nonmarketable securities                  654          -
Proceeds from called investments                              20,916     29,628
Purchases of securities available for sale                   (91,129)   (68,924)
Purchases of nonmarketable equity securities                    (242)      (149)
Decrease in federal funds sold                                 8,965     18,015
Increase in loans made to customers                          (34,909)  (117,009)
(Increase) decrease in cash surrender value life insurance       (61)       261
Increase in other investments                                 (2,054)    (1,442)
Capital expenditures                                          (2,293)    (6,325)
Proceeds from sale of premises and equipment                     350        127
Proceeds from sale of other real estate owned                    504        408
Purchase of subsidiary, net of cash and cash
  equivalents acquired                                             -     36,952
-------------------------------------------------------------------------------
Net cash flows provided by (used in) investing activities    (17,344)       919
-------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in deposits                                     (91,099)   (18,578)
Net increase (decrease) in short-term borrowings              75,979    (21,881)
Proceeds from other borrowings                                10,090     93,449
Payments on other borrowings                                 (18,837)  (100,817)
Trust preferred securities                                         -     32,986
Dividends paid                                               (10,115)    (9,350)
Repurchase of common stock                                         -     (1,359)
Sale of common stock                                               -      1,108
Proceeds from exercise of stock options                        1,089      1,605
-------------------------------------------------------------------------------
Net cash flows used in financing activities                  (32,893)   (22,837)
-------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents         (18,319)     6,297
-------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period              67,389     57,195
-------------------------------------------------------------------------------
Cash and cash equivalents at end of period                 $  49,070   $ 63,492
===============================================================================

The accompanying notes are an integral part of the consolidated financial
statements.


                                       5
<PAGE>   6
                NATIONAL CITY BANCSHARES, INC. and Subsidiaries
     Unaudited Condensed Consolidated Statements of Cash Flows (Continued)
                         (Dollars Amounts in Thousands)

                                                            Nine Months Ended
                                                              September 30,
-------------------------------------------------------------------------------
                                                            1999         1998
-------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCIAL ACTIVITIES
Change in allowance for unrealized
 loss on securities available for sale                   $  (8,394)   $  (5,290)
Decrease in deferred taxes attributable
 to securities available for sale                             (514)         576
Other real estate acquired in settlement of loans              926          362

Purchase of subsidiaries and branches:
Purchase price                                           $       -    $ (32,354)
===============================================================================
Assets acquired:
  Cash and cash equivalents                              $       -    $   4,598
  Securities                                                             39,223
  Federal funds sold                                                      8,080
  Loans                                                                 106,536
  Premises and equipment                                                  2,856
  Other assets                                                           23,700
Liabilities assumed:
  Deposits                                                             (193,386)
  Short-term borrowings                                                 (10,510)
  Other borrowings                                                      (11,100)
  Deferred taxes payable                                                    (71)
  Other liabilities                                                      (2,280)
-------------------------------------------------------------------------------
                                                         $       -    $ (32,354)
===============================================================================

The accompanying notes are an integral part of the consolidated financial
statements.


                                       6
<PAGE>   7
                 NATIONAL CITY BANCSHARES, INC. and Subsidiaries

         UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1

The accompanying unaudited condensed consolidated financial statements include
the accounts of National City Bancshares, Inc. and its subsidiaries
(collectively, the "Corporation"). At September 30, 1999, the Corporation had as
subsidiaries, twelve commercial banks, a leasing corporation, a property
management company, and a Delaware statutory business trust. All significant
intercompany transactions are eliminated in consolidation.

The financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC"). While the
financial statements are unaudited, they do reflect all adjustments which, in
the opinion of management, are necessary for a fair statement of the financial
position, results of operations, and cash flow for the interim periods. All such
adjustments are of a normal recurring nature. Pursuant to SEC rules, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted from these financial statements unless significant changes
have taken place since the end of the most recent fiscal year. The accompanying
financial statements and notes thereto should be read in conjunction with the
Corporation's financial statements and notes for the year ended December 31,
1998 included in the Corporation's Annual Report on Form 10-K filed with the
SEC.

Because the results from commercial banking operations are so closely related
and responsive to changes in economic conditions, the results for any interim
period are not necessarily indicative of the results that can be expected for
the entire year.

In October, 1998, the FASB issued SFAS No. 134, "Accounting for Mortgage Backed
Securities Retained After the Securitization of Mortgage Loans Held For Sale By
a Banking Enterprise." SFAS 134 amends SFAS 65 and SFAS 115. SFAS 134 became
effective during the second quarter of 1999. The Corporation has not securitized
any mortgage loans held for sale and, therefore, SFAS 134 did not have any
impact on the accompanying financial statements.

NOTE 2

The Corporation and its subsidiaries are parties to legal actions which arise in
the normal course of their business activities. In the opinion of management,
the ultimate resolution of these matters is not expected to have a materially
adverse effect on the financial position or on the results of operations of the
Corporation and its subsidiaries.

In the normal course of business, there are outstanding various other
commitments and contingent liabilities which are not reflected in the
accompanying financial statements. The Corporation uses the same credit policies
in making commitments and conditional obligations as it does for other
instruments.

                                     9/30/99             12/31/98
--------------------------------------------------------------------------
Standby letters of credit         $  14,493,000        $ 18,011,000
Commitments to extend credit      $ 268,574,000        $285,808,000

NOTE 3

A five percent stock dividend was paid December 7, 1998 to shareholders of
record November 21, 1998. All weighted average shares, shares, and per share
data presented herein have been restated for the effects of this stock dividend.

A five percent stock dividend was declared October 20, 1999, payable December 7,
1999, to shareholders of record November 21, 1999. Weighted average shares,
shares, and per share data will be restated for the effects of this stock
dividend effective November 21, 1999.

Earnings per share restated for the 1999 five percent stock dividend would have
been $0.42 and $0.28 for the three months ended September 30, 1999 and 1998,
respectively. For the nine months ended earnings per share would have been $1.22
and $1.03 for the 1999 and 1998, respectively.


                                       7
<PAGE>   8
NOTE 3 (continued)

Earnings per share, on a dilutive basis, restated for the 1999 five percent
stock dividend would have been $0.42 and $0.28 for the three months ended
September 30, 1999 and 1998, respectively. For the nine months ended earnings
per share, on a dilutive basis, would have been $1.21 and $1.03 for the 1999 and
1998, respectively.

NOTE 4

The calculation of net earnings per share as of September 30 is summarized as
follows:

<TABLE>
<CAPTION>

                                                         Quarter-to-Date                 Year-to-Date
                                                   ----------------------------   --------------------------
                                                       1999            1998           1999          1998
------------------------------------------------------------------------------------------------------------
<S>                                                 <C>            <C>            <C>           <C>
Net income                                          $  7,418,000   $   4,920,000  $ 21,599,000  $ 18,176,000
Basic earnings per share:
Weighted average shares outstanding                   16,900,119      16,767,443    16,875,248    16,737,400
Basic earnings per share                            $       0.44   $        0.29  $       1.28  $       1.09

Diluted earnings per share:
Weighted average shares outstanding                   16,900,119      16,767,443    16,875,248    16,737,400
Common stock equivalents due to stock options             85,234         103,719        88,565       121,202
Adjusted shares outstanding                           16,985,353      16,871,162    16,963,813    16,858,602
Diluted earnings per share                          $       0.44   $        0.29  $       1.27  $       1.08
</TABLE>

NOTE 5

The following table shows the schedule of dividends declared for the nine months
ending September 30, 1999 and 1998, respectively:

             DATE            RECORD              DATE              DIVIDEND
   1999      DECLARED        DATE                PAID              PAID
--------------------------------------------------------------------------------

             August 19       September 21        October 7         $0.20
             May 19          June 21             July 7            $0.20
             February 17     March 21            April 7           $0.20


             DATE            RECORD              DATE              DIVIDEND
   1998      DECLARED        DATE                PAID              PAID
--------------------------------------------------------------------------------

             August 19       September 21        October 7         $0.17125
             May 20          June 23             July 7            $0.17125
             February 18     March 23            April 7           $0.17125



                                       8

<PAGE>   9
NOTE 6

The Corporation has identified its reportable segments on the basis of the
geographic areas served by the Corporation. Banking services offered are similar
in each geographic area served. The accounting policies of the segments are the
same as those described in the summary of significant accounting policies in the
Corporation's annual report for the year ended December 31, 1998. The
Corporation evaluates performance based on profit or loss from operations before
income taxes not including nonrecurring gains and losses. Operating statistics
for each reporting segment are as follows:

<TABLE>
<CAPTION>
                                   Southwest      Western     Southern     Northern
September 30, 1999                  Indiana      Kentucky     Illinois     Kentucky        Total
---------------------------------------------------------------------------------------------------
<S>                               <C>            <C>          <C>          <C>          <C>
Interest income                   $    58,498    $  18,223    $  21,141    $  25,525    $   123,387
Interest expense                       26,260        8,760        9,457       10,589         55,066
---------------------------------------------------------------------------------------------------
Net interest income                    32,238        9,463       11,684       14,936         68,321
Provision for loan losses               1,644          646          261          636          3,187
Other income                            6,417        1,334        1,912        1,976         11,639
Other expense                          17,537        5,879        8,159        7,705         39,280
---------------------------------------------------------------------------------------------------
Net income before tax                  19,474        4,272        5,176        8,571         37,493
Income tax                              6,514        1,195        1,756        2,923         12,388
---------------------------------------------------------------------------------------------------
Net income                        $    12,960    $   3,077    $   3,420    $   5,648    $    25,105
===================================================================================================

Other segment information:
Depreciation and
 amortization                     $     1,536    $     894    $   2,154    $     683    $     5,267
Segment assets                      1,070,324      316,264      416,137      417,606      2,220,331
Expenditures for
 segment assets                         1,228          414           50          162          1,854


<CAPTION>

                                   Southwest      Western     Southern     Northern
September 30, 1998                  Indiana      Kentucky     Illinois     Kentucky        Total
---------------------------------------------------------------------------------------------------
<S>                               <C>            <C>          <C>          <C>          <C>
Interest income                   $    59,074    $  18,780    $  21,914    $  26,430    $   126,198
Interest expense                       27,086        9,919       10,083       11,544         58,632
---------------------------------------------------------------------------------------------------
Net interest income                    31,988        8,861       11,831       14,886         67,566
Provision for loan losses               2,320          246          (50)         429          2,945
Other income                            7,628        1,290        1,883        2,022         12,823
Other expense                          19,156        6,399        8,689        8,638         42,882
---------------------------------------------------------------------------------------------------
Net income before tax                  18,140        3,506        5,075        7,841         34,562
Income tax                              5,889          976        1,596        2,534         10,995
---------------------------------------------------------------------------------------------------
Net income                        $    12,251    $   2,530    $   3,479    $   5,307    $    23,567
===================================================================================================

Other segment information:
Depreciation and
 amortization                     $     1,410    $     840    $   1,778    $     631    $     4,659
Segment assets                      1,019,950      330,782      440,921      414,451      2,206,104
Expenditures for
 segment assets                         4,236          163          212          314          4,925
</TABLE>


                                       9
<PAGE>   10
NOTE 6 (continued)

A reconciliation of revenues, net income, and assets of the reported segments to
the consolidated financial statements is as follows:

                                                        1999           1998
--------------------------------------------------------------------------------
Net interest income:
Total net interest income for reportable segments    $   68,321     $   67,566
Non-bank entities                                        (1,119)        (1,140)
Eliminations                                                 (1)            (1)
--------------------------------------------------------------------------------
Total consolidated net interest income               $   67,201     $   66,425
================================================================================

Net income:
Total net income for reportable segments             $   25,105     $   23,567
Non-bank entities                                        (3,506)        (5,391)
Eliminations                                                  -              -
--------------------------------------------------------------------------------
Total consolidated net income                        $   21,599     $   18,176
================================================================================

Assets:
Total assets for reportable segments                 $2,220,331     $2,206,104
Non-bank entities                                        97,540         94,215
Eliminations                                           (144,352)       (96,382)
--------------------------------------------------------------------------------
Total consolidated assets                            $2,173,519     $2,203,937
================================================================================

NOTE 7

On March 30, 1998, the Corporation issued $34.5 million of trust preferred
securities through NCBE Capital Trust I, a Delaware statutory business trust
created and controlled by the Corporation. The trust preferred securities have a
liquidation amount of $25 per share with a cumulative annual distribution rate
of 8.25%, payable quarterly, and mature on March 31, 2028.

The principal asset of NCBE Capital Trust I is a subordinated debenture of the
Corporation in the principal amount of $35.6 million with an interest rate and
maturity date substantially identical to those of the trust preferred
securities. The Corporation owns all of the common securities of NCBE Capital
Trust I. The back-up obligations of the Corporation with respect to the trust
preferred securities constitute, in the aggregate, a full and unconditional
guarantee by the Corporation of the obligations of NCBE Capital Trust I under
the trust preferred securities. The Corporation may redeem the subordinated
debenture and thereby cause a redemption of the trust preferred securities in
whole (or in part from time to time) on or after March 31, 2003, or in whole
(but not in part) within 180 days following the occurrence and continuance of
certain adverse federal income tax or capital treatment events.


                                       10

<PAGE>   11
Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

INTRODUCTION

Certain statements made in this report may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements to be materially different from the results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: management's ability to improve
the profitability of acquired institutions and to realize expected operational
synergies from acquisitions; general, regional and local economic conditions
which may affect interest rates and net interest income; credit risks and risks
from concentrations (geographic and by industry) within the loan portfolio;
changes in regulations affecting financial institutions; competition; and risks
created by the "year 2000 problem."

Through 1998 the Corporation grew rapidly by acquiring community banks. The
financial results of acquisitions can best be assessed from the Corporation's
financial statements on a quarterly, as-reported basis. After each acquisition
accounted for as a pooling of interests, the Corporation's financial statements
were restated to include the results of the acquiree. From January 1, 1998
through December 1998, the Corporation acquired assets of $692.9 million
(measured at the time of each acquisition) in nine transactions accounted for as
poolings of interests.

From January 1, 1998 through December 1998, the Corporation also acquired $244.8
million (measured at the time of each acquisition) in assets in two transactions
accounted for as purchases. Financial statements are not restated following a
transaction accounted for as a purchase; instead, the Corporation's financial
statements include the results of the acquired entity following acquisition.
Transactions accounted for as purchases typically result in recording intangible
assets, including goodwill, which the Corporation amortizes on a straight-line
basis. The Corporation has recorded $21.1 million (measured at the time of each
acquisition) in intangible assets as the direct result of purchases consummated
between January 1, 1998 and December 31, 1998.

The Corporation has not made any acquisitions since January 1, 1999; however
management evaluates acquisition opportunities as they arise. The Corporation
has devoted significant resources in 1999 to integrating recently acquired
institutions and completing consolidation of back office operations.

NET INCOME

Net income for the quarter ended September 30, 1999 was $7.4 million compared to
$4.9 million in the third quarter of 1998, an increase of $2.5 million, or
50.8%. Basic earnings per share for the third quarter were $0.44 in 1999
compared to $0.29 in 1998. Earnings per share, on a diluted basis were $0.44 for
1999 compared to $0.29 in 1998.

For the nine months ended September 30, 1999, net income was $21.6 million
compared to $18.2 million a year ago, an increase of $3.4 million, or 18.8%.
Basic earnings per share for the nine months ended were $1.28 in 1999 compared
to $1.09 in 1998. Earnings per share, on a diluted basis were $1.27 for 1999
compared to $1.08 in 1998.

The weighted average number of shares outstanding was 16,900,119 and 16,875,248
for the three and nine months, respectively, ended September 30, 1999, compared
to 16,767,443 and 16,737,400 during the same periods last year. The weighted
average number of shares outstanding, assuming dilution, was 16,985,353 and
16,963,813 for the three and nine months ended September 30, 1999, respectively,
compared to 16,871,162 and 16,858,602 during the like periods for the prior
year.

NET INTEREST INCOME

Net interest income, on a taxable equivalent basis, for the quarter ended
September 30, 1999 was $24.1 million, reflecting a decrease of $76,000 or 0.3%
over the same period in 1998. Average earning assets decreased $50.0 million, or
2.4% for the quarter ended September 30, 1999. Gross loans increased an average
of $45.4 million, or 2.8%; average securities decreased $79.2 million, or 18.9%;
and average federal funds sold decreased $14.9 million, or 83.1%.


                                       11

<PAGE>   12
NET INTEREST INCOME (continued)

For the nine months ended September 30, 1999, net interest income, on a taxable
equivalent basis, increased $701,000 or 1.0%, from a year ago. Average earning
assets decreased $3.4 million, or 0.2% over the same period last year. Gross
loans increased an average of $99.9 million, or 6.5%; average securities
decreased $92.4 million, or 21.1%; and average federal funds sold decreased $8.1
million, or 33.2%.

For the third quarter of 1999 average interest bearing deposits decreased $56.0
million, or 3.8%; and average total borrowings increased $18.6 million, or 8.2%,
compared to the same period last year. For the nine months ended September 30,
1999 average interest bearing deposits decreased $14.1 million, or 1.0%; and
average total borrowings increased $9.2 million, or 4.3%, compared to the same
period last year.

The net interest margin increased 10 basis points from 4.70% in the third
quarter of 1998 to 4.80% in the third quarter of 1999. Through the third quarter
of 1999, rates earned on loans, the largest component of earning assets,
remained below those earned in the same period of 1998. This is mainly because
prime rate remained 8.50% for all of 1998 and decreased to 7.75% in the first
quarter of 1999 before rising to 8.00% at the end of the second quarter of 1999.


UNDERPERFORMING ASSETS

Listed below is a two-year comparison of underperforming assets.

                                      9/30/99       12/31/98        9/30/98
-----------------------------------------------------------------------------
Nonaccrual loans                   $ 14,452,000   $  9,782,000   $  9,046,000
Restructured loans                    1,262,000        374,000        480,000
90 days past due loans                1,425,000      1,610,000      2,156,000
-----------------------------------------------------------------------------
 Total underperforming loans         17,139,000     11,766,000     11,682,000
Other real estate held                  749,000        715,000        218,000
-----------------------------------------------------------------------------
   Total underperforming assets    $ 17,888,000   $ 12,481,000   $ 11,900,000
=============================================================================

For the first nine months of 1999 total underperforming loans increased $5.4
million, or 45.7%. This is due mainly to the renegotiating of loans to a single
borrower totaling $1.1 million during the first quarter and placing a $3.7
million loan on nonaccrual status during the third quarter. Past due 90 days or
more, nonaccrual, and restructured loans were 1.0%, 0.7% and 0.7% of total gross
loans at September 30, 1999, December 31, 1998, and September 30, 1998,
respectively. Of the loans in this category, 62.2%, 65.9%, and 60.4% were
secured by real estate at September 30, 1999, December 31, 1998, and September
30, 1998, respectively. Potential problem loans, other than underperforming
loans, amounted to $57.8 million at September 30, 1999.

PROVISION FOR LOAN LOSSES

Net charge-offs amounted to $2.3 million through nine months of 1999, compared
to $1.3 million in the corresponding period in the prior year.

The provision for loan losses for the third quarter was $1.1 million in 1999
compared to $852,000 for the same period in 1998, an increase of $297,000, or
34.9%. For the nine months of 1999 and 1998 provision for loan losses was $3.2
million and $3.0 million, respectively. The provision for loan losses is
determined based on a quarterly review of the allowance for loan losses.
Management of each subsidiary bank evaluates large credits, and loans identified
as problem loans on an individual basis to identify the risk profile and
probable losses of such loans. All other loans are evaluated as homogeneous
pools based on historical loss experience and the provision is allocated
accordingly. During the third quarter there were no significant changes in loan
concentrations, quality, or terms. Management is closely monitoring trends in
the nonperforming assets to determine the effect of these trends on the
allowance for loan and lease losses. There were no material changes in
estimation methods or assumptions affecting the allowance, or reallocations of
the allowance among the various parts of the portfolio during the third quarter
of 1999. As of September 30, 1999, management considered the allowance for loan
losses adequate for probable loan losses.


                                       12

<PAGE>   13

NONINTEREST INCOME

Noninterest income for the third quarter of 1999 decreased $50,000, or 1.2%,
from the same period a year-ago. Trust income increased $63,000, or 11.2%;
service charges on deposit accounts decreased $91,000, or 4.4%; other service
charges and fees increased $25,000, or 2.5%; other noninterest income increased
$35,000 or 9.3%; and securities gains (losses) decreased $68,000, or 81.0%
compared to the third quarter in 1998.

For the nine months ended September 30, 1999 noninterest income decreased $1.7
million, or 13.4%, from the same period a year ago. Trust income increased
$192,000, or 12.1%; service charges on deposit accounts decreased $33,000, or
0.6%; other noninterest income decreased $109,000 or 9.3%; and securities gains
(losses) decreased $1.8 million, or 154.1%. In 1998 securities were sold at a
gain of $1.1 million through the first nine months. Through the first nine
months of 1999 securities were sold at a loss of $622,000.

NONINTEREST EXPENSE

Noninterest expense decreased $3.1 million, or 16.7%, in the third quarter of
1999 compared to the third quarter of 1998. Salaries and employee benefits
decreased $1.6 million, or 17.7%; occupancy expense decreased $29,000, or 3.0%;
expenses of furniture and equipment decreased $53,000, or 4.3%; amortization of
intangibles increased $76,000, or 9.1%; and other noninterest expense decreased
$1.5 million, or 23.0%, over the year-ago period.

The decrease in salaries and employee benefits during the quarter is due, in
part, to $871,000 in severance pay accruals in 1998, and $363,000 reduced ESOP
expense due to the reduction of ESOP expense on acquired institutions. In
addition, staff reductions resulting from the consolidation of back office
operations which was started in the third quarter of 1998 helped reduce related
costs. In 1999, $336,000 was incurred during the process to identify and hire a
new CEO.

The decrease in other noninterest expense during the quarter is attributable, in
part, to $669,000 of acquisition-related costs; $993,000 of back office
consolidation consulting costs; and $125,000 accrual of data processing contract
buyout costs for 1998. In addition, based upon current information, the
Corporation revised its estimate of revenues and expenses associated with its
investments in low income housing projects (LIHPs). Noninterest expense for the
third quarter of 1999 includes $813,000 of pretax operating losses from these
LIHPs and income tax expense includes the related income tax benefit and tax
credits from the LIHPs totaling $1.0 million.

For the first nine months of 1999 noninterest expense decreased $5.4 million, or
10.8%, compared to the same period a year ago. Salaries and employee benefits
decreased $4.3 million, or 16.5%; occupancy expense decreased $91,000, or 3.2%;
expenses of furniture and equipment decreased $132,000, or 4.0%; amortization of
intangibles increased $419,000, or 18.1%; and other noninterest expense
increased $1.3 million, or 8.4%, over the year ago period.

The decrease in salaries and employee benefits during the nine month period is
due, in part, to $871,000 in severance pay accruals in 1998, $877,000 pension
plan settlement gain in 1999, and $756,000 reduced ESOP expense due to the
reduction of ESOP expense on acquired institutions. In addition, staff
reductions resulting from the consolidation of back office operations which was
started in the third quarter of 1998 helped reduce related costs. In 1999,
$508,000 was incurred during the process to identify and hire a new CEO.

The decrease in other noninterest expense during the nine month period is
attributable, in part, to a decrease of $952,000 of acquisition-related costs;
$863,000 of back office consolidation consulting costs; and $125,000 accrual of
data processing contract buyout costs for 1998. The first nine months of 1999
includes $813,000 of operating losses attributable to the LIHPs mentioned above.

The increase in amortization of intangibles during the nine month period is
attributable mainly to the acquisition of Vernois Bancshares, Inc. accounted for
using the purchase method of accounting in 1998.


                                       13

<PAGE>   14

FINANCIAL POSITION

During the first nine months of 1999, cash and cash equivalents decreased $18.3
million, or 27.2%. Time deposits in banks decreased $142,000, or 100.0%, and
federal funds sold decreased $8.9 million, or 85.9%, during the past year.

Total investment securities decreased $21.0 million, or 5.7%, from the year
ended 1998, with the largest decrease of $16.1 million, or 24.6% in
mortgage-backed securities. U.S. Government and agency securities increased $6.6
million, or 9.7%; taxable municipals decreased $92,000, or 2.9%; tax-exempt
municipal securities decreased $8.9 million, or 4.5%; corporate securities
increased $530,000, or 6.0%; and marketable equity securities decreased
$384,000, or 17.7%. Nonmarketable equity securities decreased $768,000, or 4.0%.
The market value adjustment on total securities available for sale at September
30, 1999, was an unrealized loss of $1.2 million, reflecting a decrease of $8.4
million, from an unrealized gain of $7.2 million at December 31, 1998.

Amortized cost and fair values of securities at September 30, 1999, with dollar
amounts in thousands are as follows:

Securities available for sale:

<TABLE>
<CAPTION>
                                                         Gross         Gross
                                          Amortized    Unrealized    Unrealized      Fair
                                            Cost         Gains         Losses        Value
--------------------------------------------------------------------------------------------
<S>                                       <C>          <C>           <C>           <C>
U.S. Government and agency securities     $  75,307    $     71      $    358      $  75,020
Taxable municipals                            3,049          33            16          3,066
Tax-exempt municipals                       187,371       2,036         1,962        187,445
Corporate securities                          9,356         116            71          9,401
Mortgage-backed securities                   49,977         212           596         49,593
Marketable equity securities                  2,452                       663          1,789
--------------------------------------------------------------------------------------------
  Total available for sale                $ 327,512    $  2,468      $  3,666      $ 326,314
============================================================================================
</TABLE>

LOANS

Total loans at September 30, 1999, were $1.662 billion compared to $1.630
billion at December 31, 1998, reflecting an increase of $31.7 million or 1.9%.

DEPOSITS

Total deposits decreased $91.1 million or 5.3% to $1.643 billion at September
30, 1999, from $1.735 billion at December 31, 1998. Total noninterest bearing
deposits decreased $36.4 million or 15.7% and interest-bearing deposits
decreased $54.7 million, or 3.6% during the nine months ended September 30,
1999.

SHAREHOLDERS' EQUITY

The Corporation, and each subsidiary bank, have capital ratios which
substantially exceed all regulatory requirements. The Corporation's regulatory
capital ratios are shown below.

                                        Minimum
                                      Requirements   9/30/99   12/31/98  9/30/98
--------------------------------------------------------------------------------
Tier 1 capital to risk-based assets      4.00%       14.31%     13.51%    13.52%

Total capital to risk-based assets       8.00%       15.50%     14.65%    14.56%

Tangible equity to tangible assets       3.00%        9.15%      8.23%     8.23%


                                       14

<PAGE>   15
YEAR 2000 COMPLIANCE

The year 2000 poses a unique set of challenges to those industries reliant on
information technology. As a result of methods employed by early programmers,
many software applications and operational programs may be unable to distinguish
the year 2000 from the year 1900. If not effectively addressed, this problem
could result in the production of inaccurate data, or, in the worst cases, the
inability of the systems to continue to function altogether. Financial
institutions are particularly vulnerable due to the industry's dependence on
electronic data processing systems.

To address the potential adverse year 2000-related consequences, the banking
regulatory authorities, working cooperatively through the Federal Financial
Institutions Examination Council (FFIEC), have issued a number of specific
guidelines designed to guide financial institutions in their year 2000
compliance efforts. The Corporation has developed a year 2000 compliance program
that it believes is consistent with these guidelines.

The Corporation and its banking subsidiaries are subject to examination with
respect to their year 2000 compliance by various state and federal agencies,
including the Federal Reserve Board, the Comptroller of the Currency, the Office
of Thrift Supervision, the Federal Deposit Insurance Corporation, and state
banking agencies. If a regulatory agency issues a rating of less than
"satisfactory" with respect to an organization's year 2000 compliance efforts,
the organization's ability to obtain regulatory approval of certain actions,
such as proposed acquisitions, may be adversely affected.

The Corporation has established a year 2000 team to monitor progress with
achieving year 2000 compliance. The team reports its progress to the
Corporation's Board of Directors on a monthly basis. In addition, the
Corporation utilized an external consulting firm to assist with its year 2000
compliance.

The Corporation's year 2000 project involves five phases; 1. Awareness; 2.
Assessment; 3. Renovation; 4. Validation; and 5. Implementation. The Corporation
completed all five phases by September 30, 1999, and the test results are now
being evaluated.

The Corporation has implemented its Year 2000 events planning. This includes the
training of staff on the Corporation's contingency plans and working with
customers and the communities on awareness and preparedness.

The Corporation prepared its contingency and business resumption plans following
FFIEC guidelines. The Corporation completed contingency planning before the
FFIEC deadline of December 31, 1998.

Management expects total additional out-of-pocket expenditures incurred in year
2000 compliance to be approximately $500,000. This includes fees to outside
consulting firms, costs to upgrade equipment specifically for the purpose of
year 2000 compliance, and certain administrative expenditures. Some amounts are
being expensed as incurred and are not expected to be material to the
Corporation's financial condition or results of operations. Since the
implementation of the year 2000 project, the Corporation has spent approximately
$353,000.

Management believes that the Corporation has an effective corporate year 2000
compliance program in place and that additional expenditures required to bring
its systems into compliance will not have a materially adverse effect on the
Corporation's operations, cash flow, or financial condition. However, the year
2000 problem is pervasive and complex and can potentially affect any computer
process. Accordingly, no assurance can be given that year 2000 compliance can be
achieved without additional unanticipated expenditures and uncertainties that
might affect future financial results.


                                       15

<PAGE>   16
IMPACT OF ACCOUNTING PRONOUNCEMENTS

In October, 1998, the FASB issued SFAS No. 134, "Accounting for Mortgage Backed
Securities Retained After the Securitization of Mortgage Loans Held For Sale By
a Banking Enterprise." SFAS 134 amends SFAS 65 and SFAS 115. SFAS 134 became
effective during the second quarter of 1999. The Corporation has not securitized
any mortgage loans held for sale, therefore, SFAS 134 did not have any impact on
the accompanying financial statements.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Interest rate risk management focuses on maintaining consistent growth in net
interest income within Board-approved policy limits. The Corporation uses an
earnings simulation model to analyze net interest income sensitivity to
movements in interest rates. Given an immediate, sustained 200 basis point
upward shock to the yield curve used in the simulation model, it is estimated
net interest income for the Corporation would increase by 4.76% over one year
and 6.95% over two years, respectively. A 200 basis point immediate, sustained
downward shock in the yield curve would decrease net interest income by 4.82%
over one year and 7.01% over two years, respectively. All of these estimated
changes in net interest income are within the policy guidelines established by
the Corporation's Board of Directors.




                                       16

<PAGE>   17

NATIONAL CITY BANCSHARES, INC. and Subsidiaries

                           PART II - OTHER INFORMATION


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

The following exhibits are submitted herewith:

    10.1   Contract of Employment dated August 23, 1999, between National City
           Bancshares, Inc. and Michael T. Vea.

    10.2   Nonqualified Stock Option Agreement dated September 7, 1999 between
           National City Bancshares, Inc. and Michael T. Vea.

    10.3   Nonqualified Stock Option Agreement (Non Plan) dated September 7,
           1999 between National City Bancshares, Inc. and Michael T. Vea.

    27     Financial Data Schedule (Electronic Filing Only)

REPORTS ON FORM 8-K

A CURRENT REPORT dated October 27, 1999, for the events of October 20, 1999, was
filed reporting under Item 5 news releases announcing the declaration of a 5%
stock dividend and an increased quarterly cash dividend.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Corporation has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    NATIONAL CITY BANCSHARES, INC.
                                    (Corporation)

                                    By  /s/ STEPHEN C. BYELICK, JR.
                                       --------------------------------
                                       Stephen C. Byelick, Jr.
                                       Secretary and Treasurer
                                       (On behalf of the Corporation
                                       and in his capacity as Chief
                                       Accounting Officer.)

                                       November 12, 1999


                                       17

<PAGE>   18

                                  EXHIBIT INDEX

EXHIBIT NUMBER       DESCRIPTION OF EXHIBIT
--------------       ----------------------------------------

     10.1*           Contract of Employment dated August 23, 1999, between
                     National City Bancshares, Inc. and Michael T. Vea.

     10.2*           Nonqualified Stock Option Agreement dated September 7, 1999
                     between National City Bancshares, Inc. and Michael T. Vea.

     10.3*           Nonqualified Stock Option Agreement (Non Plan) dated
                     September 7, 1999 between National City Bancshares, Inc.
                     and Michael T. Vea.

     27              Financial Data Schedule (Electronic Filing Only)


--------------------------------------------------------------------------------

     *   The indicated exhibit is a management contract, compensatory plan or
         arrangement required to be filed by Item 601 of Regulation S-K.


                                       18