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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 19, 1997
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NATIONAL PROCESSING, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-11905 61-1303983
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(State or other jurisdiction (Commission IRS Employer
of incorporation) File Number) Identification No.)
One Oxmoor Place, 101 Bullitt Lane, Suite 450, Louisville, Kentucky 40222
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (502) 326-7000
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
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On May 2, 1997, National City Corporation issued a Press Release
announcing its intent to acquire up to two million shares of the common stock
of National Processing, Inc. The shares will be acquired in the open market in
accordance with applicable regulations of the Securities and Exchange
Commission. The exact amounts and timing of purchases are subject to market
conditions. National City currently owns approximately 85% of the outstanding
common stock of National Processing. If the share purchases are fully
completed, National City's ownership percentage of National Processing would
increase to approximately 89%.
On May 1, 1997 National Processing Company issued a Press Release
announcing that it was awarded a new five year agreement with Dayton Hudson
Corporation for credit card processing. This agreement represents the renewal
of an existing contract National Processing Company had with Dayton Hudson's
Target and Mervyn's divisions. In addition, National Processing Company will
also begin processing all credit card transactions for Dayton Hudson's
department store division which includes Dayton's, Hudson's and Marshall Fields.
Target will also use National Processing Company's debit and electronic benefit
transactions processing services.
Reference is made to the News Releases, dated May 2 and May 1, 1997,
copies of which are filed as Exhibit 99.1 and 99.2 to this Current Report on
Form 8-K and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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a) Financial Statements of business acquired:
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None.
b) Pro forma financial information:
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None.
c) Exhibits:
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99.1 News Release, dated May 2, 1997 incorporated herein
by reference.
99.2 News Release, dated May 1, 1997 incorporated herein by
reference.
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Signatures
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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: May 19, 1997
By /s/ David P. Lewis
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Attorney
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Exhibit 99.1
National City(R) NATIONAL CITY CORPORATION
P.O. Box 5756
Cleveland, OH 44101-0756
FOR MORE INFORMATION CONTACT: News Release
Thomas A. Richlovsky
Senior Vice President and Treasurer
(216) 575-2126
For Immediate Release
NATIONAL CITY ANNOUNCES INTENT TO ACQUIRE NATIONAL PROCESSING STOCK
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CLEVELAND, Ohio--May 2, 1997--National City Corporation (NYSE:NCC)
today announced its intent to acquire up to two million shares of the common
stock of National Processing, Inc. (NYSE:NAP). The shares will be acquired in
the open market in accordance with applicable regulations of the Securities and
Exchange Commission. The exact amounts and timing of purchases are subject to
market conditions. The share purchases by National City are not intended to
affect the listing of National Processing's common stock on the New York Stock
Exchange. National City currently owns approximately 85% of the outstanding
common stock of National Processing. If the share purchases are fully completed,
National City's ownership percentage of National Processing would increase to
approximately 89%. There are currently 50,575,000 shares outstanding of National
Processing, of which National City owns 43,100,000.
David A. Daberko, chairman and chief executive officer of National
City, stated: "Following National Processing's successful initial public
offering last August, the stock valuation has recently lagged its peer group. We
believe it to be in the best interests of National City stockholders to increase
National City's investment in National Processing at what appears to be an
attractive price." As of the close of business on May 1, 1997, the trading price
of National Processing's common stock was $7.00 per share.
(more)
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National Processing is a 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 is a $50 billion diversified financial services company
headquartered in Cleveland, Ohio. National City operates banks and other
financial services subsidiaries primarily in Ohio, Kentucky, Indiana, and
Pennsylvania. National City can be found on the Internet at
www.national-city.com.
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Exhibit 99.2
Contact Clif Valentine One Oxmoor Place
NPC 101 Bullitt Lane Suite 450 [NPC LOGO]
Phone 502 326.7033 Louisville, KY 40222
Fax 502 326.7100
PRESS RELEASE
NPC WINS EXCLUSIVE DAYTON HUDSON CORPORATION PROCESSING CONTRACT
DAYTON HUDSON CHOOSES NPC FOR CREDIT CARD PROCESSING
Louisville, KY May 1, 1997: NPC was awarded a new five year agreement
with Dayton Hudson Corporation (DHC) for credit card processing. This agreement
represents the renewal of an existing contract NPC had with DHC's Target and
Mervyn's divisions. In addition, NPC will also begin processing all credit card
transactions for Dayton Hudson Corporation department stores division which
includes Dayton's, Hudson's and Marshall Field's. Target will also use NPC's
debit and EBT (electronic benefit transactions) processing services.
"We are delighted that DHC has selected NPC as its exclusive processor.
DHC's selection of NPC is a testimonial to NPC's continued strength and
commitment to the retail industry." said Tom Wimsett, Executive Vice President
of NPC Merchant Services. Recently NPC consolidated its credit and check
processing units in a series of aggressive moves NPC is making to refine its
customer-focused strategy.
NPC 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. NPC is a publicly traded company (NYSE: NAP) with
revenues of $373 million in 1996. NPC is 85% owned by National City Corporation
(NYSE: NCC), a $50 billion banking and financial services company based in
Cleveland, Ohio.
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