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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
and
SCHEDULE 13D
(Amendment No. 7)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
National Processing, Inc.
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(Name of Subject Company [Issuer])
National City Corporation
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(Bidder)
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 on Behalf of Bidder)
June 22, 1999
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(Date of Event which Requires Filing of This Statement)
(continued on following page(s))
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Page 1 of 6 pages
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CUSIP NO. 637229 10 5 SCHEDULE 14D-1 AND 13D PAGE 2 OF 6 PAGES
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
National City Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO See Item 4
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,365,400
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES*
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
87.6%
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10. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 4 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, Amendment No. 2 thereto, filed on July 23, 1999, and
Amendment No. 3 thereto, filed on July 26, 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. 4
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. 7 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a) and (b) is hereby amended and supplemented by the following:
The Offer, which had been conditioned upon, among other things, there
being validly tendered and not properly withdrawn, a number of Shares
representing a majority of Shares not owned by the Purchaser, expired at 12:00
midnight, New York City time, on Monday, July 26, 1999. Because the Minimum
Condition was not met, no Shares were purchased pursuant to the Offer. The
Purchaser currently owns 44,365,400 Shares, representing 87.6% of the
outstanding Shares, and currently has no intention to acquire additional Shares.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by adding to the end
thereof the following:
On July 27, 1999, the Purchaser issued a press release, a copy of which
is included as exhibit (a)(10) hereto and incorporated herein by reference,
which announced the expiration of the Offer without any Shares being purchased.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibit:
(a)(10) Press release issued by the Purchaser on July 27, 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: July 27, 1999 NATIONAL CITY CORPORATION
By: /s/ CARLTON E. LANGER
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Name: Carlton E. Langer
Title: Vice President and
Assistant Secretary
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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(a)(10) Press release issued by the Purchaser on July 27, 1999.
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Exhibit (a)(10)
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 RESULTS OF ITS
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TENDER OFFER FOR NATIONAL PROCESSING, INC.
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CLEVELAND, Ohio--July 27, 1999--National City Corporation (NYSE:NCC)
today announced that less than half of the publicly traded common shares of
National Processing, Inc. (NYSE:NAP) not owned by National City had been
tendered in response to its offer to purchase all such outstanding shares for
$9.50 per share. National City currently owns approximately 88% of National
Processing, Inc.'s outstanding common shares.
The offer was conditioned upon acceptance by a majority of the
outstanding shares not currently owned by National City. Since this condition
was not met, National City has terminated the offer and will not purchase any
shares pursuant to the offer.
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.
