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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 2)
National Processing, Inc.
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(Name of Issuer)
Common Shares, No Par Value
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(Title of Class of Securities)
637229 10 5
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(CUSIP Number of Class of Securities)
David L. Zoeller, Esq.
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
216-575-2000
With a copy to:
Christopher M. Kelly, 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 22, 1999
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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
[_].
(Continued on following pages)
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This statement amends and supplements the Statement on Schedule 13D, as
amended (the "Schedule 13D"), filed with the Securities and Exchange Commission
by National City Corporation, a Delaware corporation ("National City"), in
connection with its ownership of common shares, no par value, of National
Processing, Inc., an Ohio corporation (the "Company"). Unless otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed to
them in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following at the end thereof:
On June 22, 1999, National City issued a press release announcing
Parent's intention to commence a tender offer to acquire all publicly held
shares of the Company at a price of $9.50 per share in cash.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following at the end thereof:
Exhibit 99.4: Press Release, dated June 22, 1999
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SIGNATURE
After due 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.
Dated: June 22, 1999 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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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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99.4 Press Release, dated June 22, 1999
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EXHIBIT 99.4
National City Corporation
P.O. Box 5756
Cleveland, OH 44101-0756
NATIONAL CITY
FOR INFORMATION CONTACT:
NEWS RELEASE
Thomas A. Richlovsky
Senior Vice President and Treasurer
(216) 575-2126
For Immediate Release
NATIONAL CITY CORPORATION ANNOUNCES INTENTION TO COMMENCE
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$9.50 PER SHARE TENDER OFFER FOR THE 12% OF NATIONAL
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PROCESSING, INC. IT DOES NOT CURRENTLY OWN
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CLEVELAND, Ohio -- June 22, 1999 -- National City Corporation (NYSE:NCC)
today announced that it intends to commence a tender offer, for $9.50 per share
in cash, for all the publicly traded outstanding common shares of National
Processing, Inc. (NYSE:NAP) that it does not currently own. National City
currently owns approximately 88% of National Processing's outstanding common
shares.
National City believes that its offer of $9.50 per share represents an
attractive premium of 24% over National Processing's June 21 closing price of
$7.69, and a 51% premium over National Processing's 30-day average closing price
of $6.28. This proposal follows several weeks of conversations with National
Processing and reflects a meaningful increase over the per share price initially
discussed between the financial advisors. The formal offer will commence within
the next five business days.
In March of 1999, National City informed the Board of Directors of National
Processing that it was considering a range of alternatives with respect to its
investment in National Processing, including the possibility that it might
consider making an offer to acquire the outstanding public shares of National
Processing. National City suggested that the unaffiliated directors form a
Special Committee and retain their own financial advisor and legal advisor to
assist in evaluating any proposal that might be forthcoming. Following National
Processing's engagement of the financial and legal advisors, due diligence was
conducted. In early June, National City's financial advisor advised National
Processing's financial advisor that National City might contemplate making an
offer in the $7.50 to $8.50 range. At that time the indication of value
represented premiums of 26% to 43% over National Processing's market price of
$5.94. Subsequently, National Processing, through its financial advisor,
notified National City's financial advisor that this range was not acceptable to
the Special Committee. Following discussions between the financial advisors
regarding valuation methodology and issues pertinent to their respective
valuations, National City indicated that it might consider an improved valuation
of $9.00 to $9.25. Following further discussions, National City's financial
advisor
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expressed a potential willingness to pursue discussions at the high end of the
range, $9.25. National Processing's financial advisor notified National City's
financial advisor that the Special Committee again rejected National City's
proposal for discussions at that level of value. On June 21, National City's
financial advisor notified the financial advisor of the Special Committee that
National City was prepared to further increase its contemplated valuation to
$9.50 and that failure of the Special Committee to pursue discussions on this
basis would necessitate National City making its cash proposal available
directly to the National Processing shareholders for their consideration.
National City Corporation is an $84 billion diversified financial services
company headquartered in Cleveland, Ohio. National City operates banks and other
financial services subsidiaries principally in Ohio, Michigan, Pennsylvania,
Indiana, Kentucky and Illinois.
