<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 10, 1997
-----------------------------------------
(Date of Report)
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 44114
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(502) 326-7000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
-------------------------------------
On October 24, 1997, the Registrant completed the initial stage of its
acquisition of FA Holdings, Inc. ("FA"). The initial stage involved the
acquisition of 68.3% of the then issued and outstanding common stock of FA and
the purchase of 60,001 newly issued shares of common stock directly from FA. As
a result of the initial stage, Registrant currently owns 79.6% of the total
shares of common stock of FA.
FA is a provider of credit and debit card processing services and is an
independent sales organization. FA markets its services through a direct sales
force as well as through a network of independent sales organizations.
Registrant paid to FA $30,000,000 for the 60,001 newly issued shares and
$37,219,244 to various holders of FA common stock for the 68.3% of the then
issued and outstanding shares of FA.
Registrant was providing credit and debit card processing services to FA prior
to the execution of the definitive agreement that provided for the acquisition
of the common stock. John Leehy, the chief executive officer of FA, was elected
to the position of Executive Vice President of Merchant Services by the
Registrant.
The cash used in the acquisition of FA common stock was from funds raised in the
Registrant's initial public offering of 7,475,000 shares common stock on August
14, 1996.
Registrant plans to use FA's assets in the business of providing credit and
debit card services.
Reference is made to the News Release, dated October 24, 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:
Will be provided by amendment to this Current Report on Form
8-K no later than January 9, 1998.
b) Pro Forma financial information:
Will be provided by amendment to this Current Report on Form
8-K no later than January 9, 1998.
c) Exhibits:
99.1 News Release, dated October 24, 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: November 10, 1997 By /s/ Jim W. Cate
----------------------------
Jim W. Cate
Executive Vice President
and Chief Financial Officer
<PAGE> 1
Exhibit 99.1
NPC
Consultants in Transaction Technology
PRESS RELEASE Dan Shingler
Media Relations
National City Communications
(216) 575-2441
For Immediate Release
NPC COMPLETES ACQUISITION OF FA HOLDINGS, NAMES LEEHY HEAD
OF CARD SERVICES, WIMSETT IN CHARGE OF CHECK SERVICES
Louisville, KY October 24, 1997 -- National Processing, Inc.
(NYSE: NAP) announced today that its subsidiary, National Processing Company
("NPC") has completed the initial stage of its acquisition of FA Holdings, Inc.
("FA") and named FA Chief Executive Officer John Leehy to the position of an
Executive Vice President of Merchant Services.
"We are completing our acquisition on schedule," said NPC Chief
Executive Officer Bob Showalter.
FA, the soled owner of Financial Alliance Processing Services, Inc., is
a leading provider of credit and debit card processing services and one of the
nation's largest independent sales organizations (ISO). Financial Alliance
markets its services through a direct sales force of over 250 people, as well
as through a network of more than 40 ISO's. These distribution channels will
continue to focus on smaller merchants, while the existing NPC sales force will
continue to grow the large national account base, Showalter said.
(more)
One Oxmoor Place
101 Bullitt Lane, Suite 450 Telephone 502 326-7000
Louisville, KY 40222 Facsimile 502 326-7100
<PAGE> 2
FA's CEO John Leehy will be responsible for card processing services,
while Tom Wimsett, also Executive Vice President of Merchant Services, will
focus his efforts on the check acceptance and call center services. "In
discussing how FA would be integrated into National Processing, it became
apparent that we has two very strong executives in John Leehy and Tom Wimsett,
each with their own unique set of skills. I'm confident that the duties
assigned to each of them will best leverage their respective experience for
the benefit of National Processing as a whole," Showalter added.
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. The acquisition is expected to be
non-dilutive to National Processing, Inc.'s earnings per share in 1998 and
accretive thereafter.
Profile of National Processing Company
- --------------------------------------
NPC is an 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, NPC
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 $53 billion financial
services company based in Cleveland, Ohio is the majority owner of National
Processing, Inc.
###
