<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
and
SCHEDULE 13D
(Amendment No. 5)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
National Processing, Inc.
- --------------------------------------------------------------------------------
(Name of Subject Company [Issuer])
National City Corporation
- --------------------------------------------------------------------------------
(Bidder)
Common Shares, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
637229 10 5
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)
June 22, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
(continued on following page(s))
================================================================================
Page 1 of 5 pages
<PAGE> 2
This Amendment No. 2 is to the Tender Offer Statement on Schedule
14D-1, originally filed on June 28, 1999, as amended by Amendment No. 1 thereto,
filed on June 30, 1999 that relates to the offer by National City Corporation, a
Delaware corporation (the "Purchaser"), to purchase all outstanding common
shares, no par value (the "Shares"), of National Processing, Inc., an Ohio
corporation (the "Company"), not currently owned by the Purchaser, at a purchase
price of $9.50 per Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated June 28, 1999 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, as amended from time to time, together constitute the
"Offer"), which are annexed to and filed with this Schedule 14D-1 as Exhibits
(a)(1) and (a)(2), respectively. This Amendment No. 2 to Schedule 14D-1 is being
filed on behalf of the Purchaser. Unless the context otherwise requires,
capitalized terms not defined in this Amendment have the meanings assigned to
them in the Offer to Purchase.
This Schedule 14D-1 also constitutes Amendment No. 5 to Schedule 13D
with respect to the Purchaser's beneficial ownership of the Shares.
The Statement is hereby amended and/or supplemented as provided below:
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by adding to the end
thereof the following:
On July 23, 1999, the Purchaser issued a press release, a copy of which
is included as exhibit (a)(9) hereto and incorporated herein by reference, which
announced that the Purchaser has no plans either to extend or to amend the
Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibit:
(a)(9) Press release issued by the Purchaser on July 23, 1999.
Page 2 of 5 pages
<PAGE> 3
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: July 23 1999 NATIONAL CITY CORPORATION
By: /s/ ROBERT G. SIEFERS
--------------------------------
Name: Robert G. Siefers
Title: Vice Chairman and
Chief Financial Officer
Page 3 of 5 pages
<PAGE> 4
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
--- -----------
(a)(9) Press release issued by the Purchaser on July 23, 1999.
Page 4 of 5 pages
<PAGE> 1
Exhibit (a)(9)
NATIONAL CITY NATIONAL CITY CORPORATION
P.O. Box 5756
Cleveland, OH 44101-0756
FOR INFORMATION CONTACT: NEWS RELEASE
Thomas A. Richlovsky
Senior Vice President and Treasurer
(216) 575-2126
For Immediate Release
NATIONAL CITY ANNOUNCES THAT IT WILL NOT INCREASE ITS OFFER
-----------------------------------------------------------
FOR THE 12% OF NATIONAL PROCESSING, INC. IT DOES NOT CURRENTLY OWN
------------------------------------------------------------------
CLEVELAND, Ohio--July 23, 1999--National City Corporation (NYSE:NCC)
today announced that it has no plans either to extend or to amend its tender
offer 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, Inc.'s outstanding
common shares.
The current offer of $9.50 per share is conditioned upon acceptance by
a majority of the outstanding shares not currently owned by National City
Corporation, and will expire 12:00 midnight EDT July 26, 1999. Should the offer
not be accepted by a majority of the shares not owned by National City, National
City intends to terminate the offer without purchasing any shares pursuant to
the offer. National City has no intention to increase its offer beyond $9.50 per
share.
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.
Page 5 of 5 pages
