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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) March 24, 1997
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NATIONAL PROCESSING, INC.
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(Exact name of registrant as specified in its charter)
Ohio 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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1231 Durrett Lane, Louisville, Kentucky
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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 March 12, 1997, the Registrant issued a Press Release announcing
that Robert E. Showalter has been named president and chief executive officer.
Mr. Showalter's appointment is effective immediately and he succeeds Tony G.
Holcombe, who has resigned.
On March 12, 1997 the Registrant issued a Press Release announcing
today that, primarily on unanticipated weakness in its Merchant Services
division, it expects both first quarter and full year 1997 earnings to be
significantly below analyst's consensus expectations. According to FIRST CALL,
consensus earnings estimates as of February 28, 1997, were $.12 per share for
the first quarter and $.73 per share for the full year 1997.
The 1997 business plan for Merchant Services was predicated on
continued strong internal growth and selective acquisitions. However, the
current pricing environment for both new business and potential acquisitions is
more severe than originally anticipated and has reduced prospective returns
below acceptable levels. Should these trends continue, full year earnings could
be as much as a third below previous consensus expectations.
Reference is made to the News Releases, dated March 12, 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 March 12, 1997 incorporated herein by
reference.
99.2 News Release, dated March 12, 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: March 12, 1997
By: /s/ David P. Lewis
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David P. Lewis
Attorney
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Exhibit 99.1
[NPC LOGO]
NPC
Consultants in Transaction Technology
NEWS RELEASE
NPC
One Oxmoor Place
101 Bullitt Lane, Suite 450
Louisville, Kentucky 40222
Telephone 502.326.7000
Fax 502.326.7146
FOR MORE INFORMATION CONTACT:
Thomas A. Richlovsky
Senior Vice President and Treasurer
National City Corporation
(216) 575-2126
FOR IMMEDIATE RELEASE
SHOWALTER TAKES OVER NATIONAL PROCESSING CEO POST
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LOUISVILLE, Kentucky--March 12, 1997--National Processing, Inc. (NYSE:NAP)
announced today that Robert E. Showalter has been named president and CEO. Mr.
Showalter's appointment is effective immediately.
Mr. Showalter succeeds Tony G. Holcombe, who has resigned. Mr. Holcombe had
been CEO of the company since 1994 and led its successful initial public
offering in 1996. "Tony has contributed greatly to National Processing's growth
over the last 11 years, including the start-up of the company's highly
successful El Paso-Juarez facility," said William R. Robertson, Chairman of the
Board. "He is a talented executive and we wish him well."
Mr. Showalter has been a senior executive with National Processing's
majority owner, National City Corporation, where he has built a reputation as a
hands-on manager and innovative marketer. "Everywhere Bob goes, performance has
improved dramatically and quickly," Mr. Robertson said. "He has an excellent
understanding of both sales and the operations side of the payment processing
industry."
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Mr. Showalter is returning to Kentucky, where National Processing is
headquartered, and where he managed the successful merger of two banks owned by
National City in the Lexington market. In Lexington, Mr. Showalter established
his reputation for streamlining operations while improving sales and customer
service levels.
In 1990, Mr. Showalter became president and CEO of National City's Toledo
banking franchise. Using his superb marketing skills and his ability to find
operational efficiencies, Mr. Showalter took the bank's earnings to new record
levels and made it one of the most profitable units in the National City
organization. He then moved on to National City's Akron bank, which also set new
and higher standards for its performance under Mr. Showalter's management.
NATIONAL PROCESSING PROFILE
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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 Processing is 85% owned by National City
Corporation (NYSE:NCC), a banking and financial services company based in
Cleveland, Ohio.
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Exhibit 99.2
[NPC LOGO]
NPC
Consultants in Transaction Technology
NEWS RELEASE
NPC
One Oxmoor Place
101 Bullitt Lane, Suite 450
Louisville, Kentucky 40222
Telephone 502.326.7000
Fax 502.326.7146
FOR MORE INFORMATION CONTACT:
Thomas A. Richlovsky
Senior Vice President and Treasurer
National City Corporation
(216) 575-2126
FOR IMMEDIATE RELEASE
NATIONAL PROCESSING UPDATES EARNINGS ESTIMATE
---------------------------------------------
LOUISVILLE, Kentucky--March 12, 1997--National Processing, Inc. (NYSE:NAP)
announced today that, based primarily on unanticipated weakness in its Merchant
Services division, it expects both first quarter and full year 1997 earnings to
be significantly below analysts' consensus expectations. According to FIRST
CALL, consensus earnings estimates as of February 28, 1997, were $.12 per share
for the first quarter and $.73 per share for the full year 1997.
The 1997 business plan for Merchant Services was predicated on continued
strong internal growth and selective acquisitions. However, the current pricing
environment for both new business and potential acquisitions is more severe than
originally anticipated and has reduced prospective returns below acceptable
levels. Should these trends continue, full year earnings could be as much as a
third below previous consensus expectations. Additional actions will be taken to
control overhead costs and protect margins to the extent possible. The company's
other
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business lines, Corporate Services and Travel Services, are performing as
expected but not at a level sufficient to offset the potential shortfall in
Merchant Services.
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, out sourcing of administrative and
financial functions, and ticket processing and settlement for providers of
travel-related services. National Processing is 85% owned by National City
Corporation (NYSE:NCC), a banking and financial services company based in
Cleveland, Ohio.
Certain matters discussed in this press release are forward looking
statements involving risks and uncertainties that could cause actual results to
differ materially from such statements, including the company's ability to
attract and retain profitable customer accounts; its ability to execute its
growth strategy by consummating mergers and acquisitions, as well as its ability
to integrate and manage new businesses; competitive factors generally, in
particular price competition; and other risks detailed from time to time in
National Processing's SEC reports, including its Registration Statement on Form
S-1, filed on August 7, 1996.
