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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
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Date of report (Date of earliest event reported): April 23, 1999
NATIONAL PROCESSING, INC.
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(Exact name of registrant as specified in charter)
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<S> <C> <C>
Ohio 1-11905 61-1303983
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(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)
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1231 Durrett Lane Louisville, Kentucky 40285
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(Address of Principal Executive Offices) (Zip Code)
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(Former Name or Former Address, if Changed Since Last Report)
Registrant's telephone number, including area code: (502) 326-7000
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ITEM 5. OTHER EVENTS
On April 14, 1999, the Registrant issued a Press Release announcing
that National Processing Company ("NPC") has reached a definitive agreement
with International Payment Services, Inc. ("IPS"), a company newly formed by
Stephen D. Kane and GTCR Fund VI, L.P., for the sale of NPC Check Services,
Inc., a wholly owned subsidiary of NPC and part of NPC's Merchant Services
Division. The Check Services business line engages in check verification, check
guarantee, check conversion and related services.
The transaction, valued at approximately $38 million, is expected to
close in the second quarter of 1999. National Processing will include in its
first quarter 1999 results a pre-tax charge of approximately $74 million, or $72
million after tax, to reflect the actual and estimated costs to sell, liquidate
or dispose of several business lines, including Check Services.
Kane said that IPS will continue to grow this business and add new
lines of payment services to broaden its products and services. He also noted
that NPC will continue to provide to IPS, through a long-term outsourcing
arrangement, its state-of-the-art call center and data conversion service, as
well as other transitional services.
Reference is made to the Press Release, dated April 14, 1999, 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:
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None.
(b) Pro forma financial information:
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None.
(c) Exhibits.
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99.1 Press Release, dated April 14, 1999, incorporated herein by
reference.
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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
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Name: Carlton E. Langer
Title: Assistant Secretary
Dated: April 23, 1999
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Exhibit 99.1
[NPC LOGO]
NPC
Consultants in Transaction Technology
FOR MORE INFORMATION CONTACT:
Dan Shingler
National City Corporation
PRESS RELEASE (216) 575-2441
NATIONAL PROCESSING REACHES AGREEMENT
ON SALE OF CHECK SERVICES BUSINESS LINE
LOUISVILLE, KY., APRIL 14, 1999 - National Processing Company (NPC) has
reached a definitive agreement with International Payment Services, Inc. (IPS),
a company newly formed by Stephen D. Kane and GTCR Fund VI, L.P., for the sale
of NPC Check Services, Inc., a wholly owned subsidiary of NPC and part of NPC's
Merchant Services Division. The Check Services business line engages in check
verification, check guarantee, check conversion and related services.
The transaction, valued at approximately $38 million, is expected to close
in the second quarter of 1999. National Processing will include in its first
quarter 1999 results a pre-tax charge of approximately $74 million, or $72
million after tax, to reflect the actual and estimated costs to sell, liquidate
or dispose of several business lines, including Check Services.
Thomas A. Wimsett, NPC executive vice president, said the sale will allow
NPC to focus its efforts on selected business lines, including merchant credit
card processing, imaging and travel-related business lines. "Not only will the
Merchant Services Division achieve more focus on our card business," he said,
"we will still enjoy the benefit of distributing combined credit, debit and
check acceptance products through an ongoing marketing agreement with IPS."
One Oxmoor Place Telephone 502.326.7000
101 Bullitt Lane, Suite 450 Facsimile 502.326.7100
Louisville, KY 40222
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Stephen D. Kane, chairman and chief executive officer of IPS, said he is
delighted with the transaction. "NPC's Check Services business is extremely
well-positioned and properly scaled," he said. "It has an excellent national and
regional customer base, exceptional products, good technology, an outstanding
service record and, most importantly, an experienced, professional management
team and work force that will continue to manage the business."
Kane said that IPS will continue to grow this business and add new lines of
payment services to broaden its products and services. He also noted that NPC
will continue to provide to IPS, through a long-term outsourcing arrangement,
its state-of-the-art call center and data conversion service, as well as other
transitional services.
NPC is the operating company of National Processing, Inc. (NYSE: NAP), a
leading provider of transaction processing services and customized processing
solutions. Approximately 88 percent of National Processing, Inc. is owned by
National City Corporation (NYSE: NCC).
International Payment Services is an affiliate of GTCR Golder Rauner, LLC.
Will Kessinger, a principal of GTCR, said, "We have been working with Steve Kane
for a number of years to find a strong platform company. This acquisition is a
culmination of these efforts." Kane is the former vice chairman of First
Financial Management Corporation and has over 20 years of experience in the
payment processing industry.
GTCR Fund VI is managed by GTCR Golder Rauner LLC, a leading private equity
firm. GTCR Golder Rauner LLC's strategy is to sponsor an executive to
consolidate a fragmented industry. GTCR Golder Rauner manages over $2 billion in
private equity capital and has invested in more than 60 industry consolidations.
