<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 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) August 25, 1997
------------------------------
NATIONAL PROCESSING, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-11905 61-1303983
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission IRS Employer
of incorporation) File Number) Identification No.)
One Oxmoor Place, 101 Bullitt Lane, Suite 450, Louisville, Kentucky 40222
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (502) 326-7000
-----------------------------
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
Item 5. Other Events.
-------------
On August 19, 1997, National Processing, Inc. ("NPI") issued a press
release announcing that it has reached a definitive agreement to purchase FA
Holdings, Inc. ("FA Holdings"). The agreement provides for the acquisition by
National Processing Company ("NPC"), a wholly-owned subsidiary of NPI, of one
hundred percent (100%) of the outstanding capital stock of FA Holdings. NPC
will, subject to certain conditions, purchase an approximately eighty percent
(80%) interest in FA Holdings in late 1997 and will, subject to certain
conditions, purchase the remaining shares of FA Holdings in early 1998.
FA Holdings is the sole owner of Financial Alliance Processing
Services, Inc., an independent sales organization that specializes in selling
credit and debit card processing services to smaller merchants.
Reference is made to the News Release, dated August 19, 1997, a copy of
which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
a) Financial Statements of business acquired:
------------------------------------------
None.
b) Pro forma financial information:
--------------------------------
None.
c) Exhibits:
---------
99.1 News Release, dated August 19, 1997.
2 of 3
<PAGE> 3
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.
Dated: August 25, 1997
By /s/ Robert C. Cross
------------------------
Attorney
3 of 3
<PAGE> 1
Exhibit 99.1
NATIONAL PROCESSING ANNOUNCES ITS LARGEST ACQUISITION
EXPANDS MARKET FOR CARD AND CHECK SERVICES
For more information contact:
Dan Shingler
Media Relations
National City Communications
(216) 575-2441
LOUISVILLE, KY August 19, 1997 - National Processing, Inc. (NYSE:NAP)
announced today that it has reached a definitive agreement to purchase FA
Holdings, Inc. a leading marketer of credit and debit independent sales
organizations (ISO).
FA Holdings is the sole owner of Financial Alliance Processing
Services, Inc., which is one of several independent sales organizations
National Processing Co. (NPC) has been successfully partnering with to execute
its recent strategic initiatives. Financial Alliance specializes in selling
credit and debit card processing services to smaller merchants -- an important
market segment in NPC's effort to diversify its customer base. The Financial
Alliance sales force will begin selling NPC's complete line of card and check
products.
"Buying Financial Alliance is an excellent investment of the capital
raised in our 1996 initial public offering," said NPC president and chief
executive officer Bob Showalter. "By buying Financial Alliance, we not only
diversify our portfolio, but also bring to NPC a sales-oriented organization
that understands our business and has proven it can rapidly grow revenues
through both direct and indirect distribution channels. We're confident that
Financial Alliance's sales capabilities will be greatly increased by
capitalizing on NPC's full array of point-of-sale products and our technical
expertise. With both companies being headquartered in Louisville, KY, and with
Financial Alliance's customer base already on NPC's platforms, our consolidation
objectives and time frames are significantly enhanced."
Financial Alliance has annual net revenues of approximately $50
million, and the acquisition will increase both the revenues and profitability
of NPC's Merchant Services division. NPC will purchase approximately an 80%
interest in FA Holdings in late 1997 and then, subject to certain performance
benchmarks and conditions, will purchase the remaining ownership of the company
in early 1998. The acquisition is expected to be non-dilutive to National
Processing's earnings per share in 1998 and accretive thereafter. With this
acquisition, NPC gains the strength of Financial Alliance's 25 regional sales
offices, as well as access to its more than 30 strategic ISO relationships.
Currently, Financial Alliance is averaging in excess of 1,400 new card
processing customers each month. NPC currently processes credit card
transactions for approximately 56,000 merchant locations that have contracts
with Financial Alliance. Those merchants will become direct customers of NPC
once the acquisition of Financial Alliance is completed.
<PAGE> 2
"We are very excited about becoming a part of NPC," said John Leehy,
CEO of Financial Alliance. "Our customers, distribution partners, and employees
will all benefit from the depth of NPC's product line, as well as from NPC's
commitment to providing outstanding service. The quality of service achieved by
combining these two organizations was exemplified in May, when 53,000 merchant
accounts were successfully transitioned to NPC's bank office platform," he
added.
According to Tom Wimsett, executive vice president of NPC's Merchant
Services division, NPC and FA complement each other in ways that are perfectly
suited to NPC's strategy. "NPC's strength has been its commitment to servicing
large and middle market merchants. By acquiring FA, our existing sales and
service organization will remain focused on these customers, while the FA sales
and service organization will stay focused on its strength -- smaller merchants,
most of which have only one or two locations."
Profile of National Processing Company
National Processing is the operating subsidiary of National Processing,
Inc. (NYSE:NAP) and is a leading provider of transaction processing services
and customized processing solutions. Deploying technology and applications
software, the Company provides products and value-added services which include
processing of card and check transactions for merchants, outsourcing of
administrative and financial functions, and ticket processing and settlement
for providers of travel-related services. National City Corporation (NYSE:NCC),
a $52 billion financial services company based in Cleveland, Ohio is the
majority owner of National Processing, Inc.
Profile of FA Holdings, Inc.
FA Holdings is the holding company for Financial Alliance Processing
Services, Inc., an independent sales organization, focused primarily on
marketing merchant card processing services to small merchants. The company
sells through its own direct sales force, a nationwide network of independent
sales organizations, a telemarketing group and arrangements with agent banks.
