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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
National Processing, Inc.
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(Name of Issuer)
Common Stock, without par value
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(Title of Class of Securities)
637229 10 5
----------------------
(CUSIP Numbers)
David L. Zoeller, Esq.
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114-3484
216-575-2000
With a copy to:
Dennis W. LaBarre, Esq.
Jones, Day, Reavis & Pogue
901 Lakeside Avenue
Cleveland, Ohio 44114
216-586-3939
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 9, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 (this "Amendment No. 1") amends and
supplements the Schedule 13D filed on May 16, 1997 (the "Schedule 13D"), which
relates to the Common Stock, without par value (the "Common Stock"), of
National Processing, Inc., an Ohio corporation (the "Company"). The principal
offices of the Company are located at One Oxmoor Place, 101 Bullitt Lane, Suite
450, Louisville, Kentucky 40222. All capitalized terms used in this Amendment
No. 1 and not otherwise defined herein shall have the meanings ascribed to them
in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Prior to the Company's initial public offering of 7,475,000
shares of its Common Stock on August 14, 1996, the Company was a wholly-owned
subsidiary of National City. Following consummation of the initial public
offering, National City continued to own directly 43,100,000 shares of the
Company's Common Stock, or approximately 85.2% of the outstanding Common Stock.
On May 2, 1997, National City announced its intent to acquire
up to 2,000,000 additional shares of the Company's Common Stock in open market
transactions in accordance with applicable federal and state laws and
regulations. A copy of National City's press release announcing its intent to
purchase the Common Stock was filed as an exhibit to the Schedule 13D and is
incorporated herein by reference. On May 7, 1997, National City purchased
1,114,200 shares of Common Stock at a price of $9.125 per share, and on May 8,
1997, National City purchased 151,200 shares of Common Stock at a price of
$8.850 per share.
On June 9, 1998, National City announced that although it is
considering the possible acquisition of the remaining shares of outstanding
Common Stock, it has not formulated the terms of any plans or proposals to
acquire additional shares of Common Stock (other than its previously announced
intent to acquire up to 2,000,000 shares of Common Stock), and no proposal has
been made to the Company or its Board of Directors. A copy of National City's
press release is filed as an exhibit hereto and incorporated herein by
reference.
National City intends to review continuously its equity
position in the Company. In an effort to partially offset the negative effects
of margin pressure in its merchant card services business, the Company has
implemented overhead reductions at the corporate and business line levels.
National City intends to monitor these efforts, and, depending upon its future
evaluations of the business prospects of the
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Company and upon other developments, including, without limitation, general
economic and business conditions and money market and stock market conditions,
National City may determine to increase or decrease its equity interest in the
Company by acquiring additional or the remaining shares of outstanding Common
Stock or by disposing of all or a portion of its holdings of Common Stock,
subject to any applicable legal or other restrictions on its ability to do so.
Except as set forth herein, National City does not have any
plans or proposals which would relate to or result in:
(a) The acquisition of additional securities of the
Company or the disposition of securities of the
Company;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
the Company or of any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Company, including any plans or
proposals to change the number or term of directors
(other than a possible additional board member) or
to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business
or corporate structure (except for the Company's
previously-announced efforts to reduce overhead
costs);
(g) Changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an
inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of
1934 (the "Exchange Act"); or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) At the date hereof, National City has the sole power
to vote and dispose of 44,365,400 shares of Common Stock. The Common Stock held
by National City represents approximately 87.7% of the 50,575,000 shares of
Common Stock outstanding as of April 11, 1998, based on the number of shares
outstanding as reported in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1998.
As of the date hereof, to the best of National City's
knowledge, set forth below is information concerning the ownership of Common
Stock by the individuals identified in Item 2 of the Schedule 13D:
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<TABLE>
<CAPTION>
Number of Shares Held
With Sole Voting and
Name Dispositive Power
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<S> <C>
David A. Daberko 12,000
Vincent A. DiGirolamo 3,030
James R. Bell III 3,030
Gary A. Glaser 1,000
Jon L. Gorney 300
J. Christopher Graffeo 1,000
Jeffrey D. Kelly 1,000
William E. MacDonald III 2,000
Robert G. Siefers 10,000
Harold B. Todd, Jr. 500
Thomas A. Richlovsky 200
Edward B. Brandon 4,250
Duane E. Collins 2,500
Daniel E. Evans 1,000
Bernadine P. Healy 750
Joseph H. Lemieux 1,000
W. Bruce Lunsford 7,000
Robert A. Paul 20,000
William F. Roemer 5,000
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TOTAL 75,560
</TABLE>
To the best of National City's knowledge, the aggregate shares
of Common Stock owned by the individuals identified in Item 2 of the Schedule
13D represents less than 1% of the outstanding Common Stock and 1.2% of the
outstanding Common Stock held by persons other than National City. Except as set
forth herein, to the best of National City's knowledge, none of the individuals
identified in Item 2 of the Schedule 13D has the sole or shared power to vote or
the sole or shared power to dispose of any shares of Common Stock.
(c) National City has not effected any transactions in shares
of Common Stock during the past 60 days.
To the best of National City's knowledge, the individuals
identified in Item 2 of the Schedule 13D have not effected any transactions in
shares of Common Stock during the past 60 days with the exception of Stephen A.
Stitle who sold 1,000 shares on May 6, 1998.
National City anticipates that certain of its executive
officers and directors may acquire shares of Common Stock for their individual
accounts in open market transactions at prevailing prices, subject to any
applicable legal or other restrictions on their ability to do so. There are no
agreements, understandings or arrangements between National City and any of its
executive officers or directors with respect to the Common Stock, and there can
be no assurance that any acquisitions by such executive officers or directors
will take place.
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(d) Except as stated herein, to the best of National City's
knowledge, no other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common Stock.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.3 -- Press Release of National City, dated June 9, 1998
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: June 10, 1998 NATIONAL CITY CORPORATION
By: /s/ Robert G. Siefers
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Name: Robert G. Siefers
Title: Vice Chairman and
Chief Financial Officer
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Annex 1
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Set forth below are the names, titles and present principal
occupations for each of the executive officers and directors of National City.
The business address for each of the following individuals is 1900 East Ninth
Street, Cleveland, Ohio 44114.
<TABLE>
<CAPTION>
Name Title Present Principal Occupation
- ---- ----- ----------------------------
<S> <C> <C>
David A. Daberko Chairman of the Board and Chief Chairman of the Board and Chief
Executive Officer Executive Officer of National City
Richard F. Chormann Director & Vice Chairman Vice Chairman of National City
Vincent A. DiGirolamo Vice Chairman Vice Chairman of National City
Robert G. Siefers Vice Chairman, Chief Vice Chairman and Chief
Financial Officer Financial Officer of National City
James R. Bell III Executive Vice President Executive Vice President, Retail
Sales and Distribution Manager
of National City
Paul G. Clark Executive Vice President President and CEO of First of
America Bank, NA
Gary A. Glaser Executive Vice President Chairman, National City Bank
Thomas W. Golonski Executive Vice President President and Chief Executive Officer,
National City Bank of Pennsylvania
Jon L. Gorney Executive Vice President Executive Vice President, Information
Services & Operations of National
City
Christopher Graffeo Executive Vice President President and Chief Executive Officer,
National City Bank of Indiana
Jeffrey D. Kelly Executive Vice President Executive Vice President, Investments
of National City
William E. MacDonald III Executive Vice President President and Chief Executive Officer,
National City Bank
Herbert R. Martens, Jr. Executive Vice President Executive Vice President, Wealth Management
of National City and President and CEO of
NatCity Investments, Inc.
Robert J. Ondercik Executive Vice President Executive Vice President, Credit
Administration of National City
Harold B. Todd, Jr. Executive Vice President, Executive Vice President, Institutional
Trust & Investment Services of
National City
James P. Gulick Senior Vice President, General Senior Vice President, General
Auditor Auditor of National City
Thomas A. Richlovsky Senior Vice President, Treasurer Senior Vice President, Treasurer of
National City
David L. Zoeller Senior Vice President, General Senior Vice President, General
Counsel & Secretary Counsel & Secretary of National City
Sandra Harden Austin Director President and CEO
Sedona Healthcare Group, Inc.
</TABLE>
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2
<TABLE>
<CAPTION>
Name Title Present Principal Occupation
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<S> <C> <C>
Jon E. Barfield Director Chairman and President of
The Barfield Group
Edward B. Brandon Director Retired Chairman of the Board of
Directors of National City
John G. Breen Director Chairman of the Board of Directors
and Chief Executive Officer of The
Sherwin-Williams Company
James S. Broadhurst Director Chairman and Chief Executive Officer
of Eat'n Park Restaurants
John W. Brown Director Chairman, President and
CEO of Stryker Corporation
Duane E. Collins Director President and Chief Executive Officer
of Parker Hannifin Corporation
Daniel E. Evans Director Chairman of the Board of Directors
and Chief Executive Officer of Bob
Evans Farms, Inc.
Clifford L. Greenwalt Director Retired President and CEO Central
Illinois Public Service Company, Inc.
Bernadine P. Healy, M.D. Director Professor of Medicine and Dean of
Ohio State University College of
Medicine
Dorothy A. Johnson Director President and CEO
Council of Michigan Foundations
Joseph H. Lemieux Director Chairman and Chief Executive Officer
of Owens-Illinois, Inc.
W. Bruce Lunsford Director Chairman of the Board of Directors,
President and Chief Executive Officer
of Vendor, Inc.
Robert A. Paul Director President and Chief Executive Officer
of Ampco-Pittsburgh Corporation
William F. Roemer Director Retired Chairman of the Board of
Directors and Chief Executive Officer
of Integra Financial Corporation
Michael A. Schuler Director Chairman of the Board of Directors,
President and Chief Executive Officer
of Zippo Manufacturing Company
Stephen A. Stitle Director Chairman of the Board of National
City Bank of Indiana
Morry Weiss Director Chairman of the Board of Directors
and Chief Executive Officer of
American Greetings Corporation
</TABLE>
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Exhibit 99.3
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 & Treasurer
(216) 575-2126
Dan L. Shingler
Manager, Media Relations
(216) 575-2441
For Immediate Release
CLEVELAND, Ohio--June 9, 1998 -- National City Corporation (NYSE:NCC) confirmed
that although it is considering the possible acquisition of the remaining 12% of
National Processing, Inc. (NYSE:NAP) common shares held by the public, National
City indicated that it has not formulated the terms of any proposal to acquire
the shares of National Processing and that no proposal has been made to National
Processing or its board of directors. There can be no assurance that National
City will make a proposal to acquire the remaining shares of National
Processing.
National City is an $81 billion diversified financial services company based in
Cleveland Ohio. National City operates banks and other financial services
subsidiaries primarily in Ohio, Michigan, Pennsylvania, Kentucky, Indiana and
Illinois. National City can be found on the world wide web at
www.national-city.com.
