<PAGE> 1
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): June 22, 1998
NATIONAL PROCESSING, INC.
-----------------------------------------------
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
Ohio 1-11905 61-1303983
- ------------------------------------------- ------------------- ----------------------
(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)
</TABLE>
One Oxmoor Place, 101 Bullitt Lane, Suite 450 Louisville, Kentucky 40222
- ------------------------------------------------------------------ --------
(Address of Principal Executive Offices) (Zip Code)
1231 Durrett Lane, Louisville, Kentucky
-----------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Registrant's telephone number, including area code: (502) 326-7000
Page 1 of 3
<PAGE> 2
ITEM 5. OTHER EVENTS
On June 22, 1998, the Registrant announced that, primarily as
the result of continued shortfalls in its Corporate Services Division, second
quarter and full-year 1998 earnings would likely fall short of analysts'
consensus expectations. According to First Call, consensus earnings estimates as
of June 18, 1998 were $.12 per share for the second quarter and $.62 per share
for the full year 1998.
The expected shortfall in Corporate Services is due mainly to
operating problems in the remittance product area, which is undergoing a lengthy
and unexpectedly difficult conversion to a new operating environment. The 1998
business plan did not contemplate the magnitude and duration of this and other
operating problems, but based on actual results through the first five months
and a revised forecast, second quarter and full year earnings for the company as
a whole could be as much as one-half and one-fourth, respectively, below
previous consensus estimates.
Reference is made to the News Release, dated June 22, 1998, 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 June 22, 1998, incorporated herein by
reference.
Page 2 of 3
<PAGE> 3
SIGNATURE
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.
NATIONAL PROCESSING, INC.
By: /s/ Carlton E. Langer
-----------------------------------
Name: Carlton E. Langer
Title: Secretary
Dated: June 23, 1998
Page 3 of 3
<PAGE> 1
Exhibit 99.1
[NPC LOGO]
NPC
Consultants in Transaction Technology
NPC
One Oxmoor Place
101 Bullitt Lane, Suite 450
Louisville, Kentucky 40222
Telephone 502.326.7000
Fax 502.326.7146
FOR MORE INFORMATION CONTACT:
Jim Cate Thomas A. Richlovsky
Executive Vice President Senior Vice President
Chief Financial Officer Investor Relations
(502) 326-7050 (216) 575-2126
FOR IMMEDIATE RELEASE
NATIONAL PROCESSING UPDATES EARNINGS ESTIMATE
LOUISVILLE, KENTUCKY -- June 22, 1998 --National Processing, Inc.
(NYSE:NAP) today announced that, primarily as the result of continued shortfalls
in its Corporate Services Division, second quarter and full-year 1998 earnings
would likely fall short of analysts' consensus expectations. According to First
Call, consensus earnings estimates as of June 18, 1998 were $.12 per share for
the second quarter and $.62 per share for the full year 1998.
The expected shortfall in Corporate Services is due mainly to operating
problems in the remittance product area, which is undergoing a lengthy and
unexpectedly difficult conversion to a new operating environment. The 1998
business plan did not contemplate the magnitude and duration of this and other
operating problems, but based on actual results through the first five months
and a revised forecast, second quarter and full year earnings for the company as
a whole could be as much as one-half and one-fourth, respectively, below
previous consensus estimates.
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 88% owned by
National City Corporation (NYSE:NCC), a bank and financial services company
based in Cleveland, Ohio.
This press release contains forward-looking statements involving risks
and uncertainties which could cause actual results to differ materially. Such
risks and uncertainties include the company's ability to retain and attract
profitable customer accounts, its ability to timely resolve the aforementioned
operating problems, competitive factors generally, and other risks detailed from
time to time in its SEC reports.