NATIONAL PROCESSING INC
8-K, 1997-03-07
COMPUTER PROCESSING & DATA PREPARATION
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                       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 5, 1997
                                                     --------------------------

                            NATIONAL PROCESSING, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Ohio                        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
                                                  -----------------------------

                     1231 Durrett Lane, Louisville, Kentucky
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


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Item 5      Other Events
            ----------------

            On March 5, 1997, the Registrant issued a Press Release announcing 
that Richard A. Alston, Executive Vice President, Finance and Corporate 
Development, and Kurt S. Knipp, Executive Vice President, Merchant Check 
Services were resigning to pursue other interests.

            Reference is made to the News Release, dated March 5, 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 March 5, 1997 incorporated
                  herein by reference.


<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:  March 5, 1997

                                        By  /s/  Louis C. Parker
                                            ----------------------------------
                                            Louis C. Parker
                                            Secretary



<PAGE>   1


                                                                    EXHIBIT 99.1
                                                                    
 NATIONAL CITY                                        
 CORPORATION                                          NATIONAL CITY CORPORATION
                                                      Post Office Box 5756
                                                      Cleveland, Oh  44101-0756


                                                                    NEWS RELEASE

FOR INFORMATION CONTACT:

                                    Thomas A. Richlovsky
                                    Senior Vice President and Treasurer
                                    National City Corporation
                                    (216) 575-2126

                                    For Immediate Release

NATIONAL PROCESSING ANNOUNCES RESIGNATION OF TWO SENIOR EXECUTIVES
- ------------------------------------------------------------------

     LOUISVILLE, Kentucky--March 5, 1997--National Processing, Inc. (NYSE: NAP)
announced today that two of its senior executives, Richard A. Alston and Kurt S.
Knipp, were resigning to pursue other interests, effective immediately. Mr.
Alston had been Executive Vice President, Finance and Corporate Development, and
Mr. Knipp had been Executive Vice President, Merchant Card Services. Mr. Knipp's
duties will be assumed by Thomas A. Wimsett, currently Executive Vice President,
Merchant Check Services. The Merchant Card Services and Merchant Check Services
divisions will be combined under Mr. Wimsett. No replacement for Mr. Alston has
been named.

     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 financial services company based in Cleveland, Ohio.




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