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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. 1)
AND
SCHEDULE 13D
(AMENDMENT NO. 4)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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 BIDDERS)
JUNE 22, 1999
(DATE OF EVENT WHICH REQUIRES FILING STATEMENT ON SCHEDULE 13D)
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This Amendment No. 1 is to the Tender Offer Statement on Schedule 14D-1
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 Schedule 14D-1 is being filed on behalf of the Purchaser.
This Schedule 14D-1 also constitutes Amendment No. 4 to Schedule 13D with
respect to the Purchaser's beneficial ownership of the Shares.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(e) is hereby amended and supplemented by adding to the end thereof
the following:
On June 23, 1999, two lawsuits were filed in the Court of Common Pleas in
Cuyahoga County, Ohio by alleged shareholders of the Company against the
Company, the Purchaser and individual members of the Company's Board of
Directors. Each of these suits was filed as a purported class action on behalf
of all shareholders of the Company except the defendants and their affiliates.
Each of the complaints is virtually identical in its allegations, which include,
among other things, that the defendants have breached their fiduciary duties to
plaintiff in connection with the Offer by failing to act in the best interests
of the Company's public shareholders, failing to exercise independent business
judgment and acting to the detriment of the Company's public shareholders for
their own personal benefit. Each complaint seeks: (i) class certification, (ii)
preliminary and permanent injunctive relief enjoining defendants from proceeding
with or consummating the proposed transactions, (iii) rescission of the
transactions if consummated, (iv) monetary damages, (v) attorney's fees and (vi)
such other relief as the court determines is just and proper. The Purchaser
believes the charges of wrongdoing contained in the complaint are without merit
and intends to contest them vigorously.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11(a) is hereby amended and supplemented by adding to the end thereof
the following:
(a)(8) Summary Advertisement, dated June 30, 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.
NATIONAL CITY CORPORATION
By: /s/ ROBERT G. SIEFERS
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Name: Robert G. Siefers
Title: Vice Chairman and
Chief Financial Officer
Dated: June 30, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
(a)(8) Summary Advertisement, dated June 30, 1999.
</TABLE>
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This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely by the Offer to Purchase, dated June
28, 1999, and the related Letter of Transmittal, and any amendments or
supplements thereto, and is being made to all holders of Shares. The Offer is
not being made to (nor will tenders be accepted from or on behalf of) holders of
Shares in any jurisdiction in which the making of the Offer or the acceptance
thereof would not be in compliance with the laws of such jurisdiction. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of National City Corporation by one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH ALL OUTSTANDING COMMON SHARES
OF
NATIONAL PROCESSING, INC.
AT
$9.50 NET PER SHARE
BY
NATIONAL CITY CORPORATION
National City Corporation (the "Purchaser"), a Delaware corporation and
the holder of approximately 87.6% of the Shares (as defined below), is offering
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 $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 together constitute the "Offer"). Tendering
shareholders will not be obligated to pay brokerage fees or commissions or,
subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the
transfer of Shares pursuant to the Offer. Following the consummation of the
Offer, the Purchaser intends to effect the Merger described below.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, JULY 26, 1999, UNLESS THE OFFER IS EXTENDED.
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THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED PRIOR TO THE EXPIRATION OF THE OFFER AND NOT PROPERLY WITHDRAWN A
NUMBER OF SHARES WHICH REPRESENTS AT LEAST A MAJORITY OF SHARES THEN OUTSTANDING
AND NOT OWNED, BENEFICIALLY OR OF RECORD, BY THE PURCHASER (OTHER THAN SHARES
HELD BY AFFILIATES OF THE PURCHASER IN TRUST ACCOUNTS, MANAGED ACCOUNTS OR IN
ANY SIMILAR MANNER AS TRUSTEE OR IN A FIDUCIARY CAPACITY, OR ACQUIRED IN
SATISFACTION OF DEBTS PREVIOUSLY CONTRACTED). THE OFFER IS ALSO SUBJECT TO THE
CONDITIONS SET FORTH IN THE OFFER TO PURCHASE. THE OFFER IS NOT CONDITIONED UPON
THE PURCHASER'S OBTAINING FINANCING. SEE THE INTRODUCTION AND SECTIONS 1, 13 AND
14 OF THE OFFER TO PURCHASE.
The Purchaser currently intends to cause the merger of the Company with
and into the Purchaser (the "Merger"). On the effective date of the Merger, each
outstanding Share (other than any Shares held by the Purchaser, any wholly owned
subsidiary of the Purchaser, in the treasury of the Company, and other than
Shares, if any, held by shareholders who perfect their appraisal rights under
Ohio law) will be converted into the right to receive an amount equal to $9.50
in cash (without interest). The Offer constitutes a "going private" transaction
under Rule 13e-3 under the Securities Exchange Act of 1934, as amended. .
For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, Shares validly tendered and not
properly withdrawn if and when the Purchaser gives oral or written notice to
National City Bank (the "Depositary") of its acceptance for payment of such
Shares pursuant to the Offer. In all cases, upon the terms and subject to the
conditions of the Offer, payment for Shares accepted for payment pursuant to the
Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering shareholders
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for the purpose of receiving payments from the Purchaser and transmitting
payments to the tendering shareholders. Under no circumstances will interest on
the purchase price for Shares be paid. In all cases, payment for Shares tendered
and accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) certificates (the "Share Certificates") for
such Shares or timely confirmation of the book-entry transfer of such Shares
into the Depositary's account at The Depository Trust Company (the "Book-Entry
Transfer Facility") pursuant to the procedures set forth in Section 3 of the
Offer to Purchase, (ii) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed with any required signature guarantees or
an Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry transfer, and (iii) any other documents required by the Letter of
Transmittal.
The Purchaser reserves the right, in its sole discretion, at any time
and from time to time (but shall not be obligated) to extend the period of time
during which the Offer is open by giving oral or written notice of such
extension to the Depositary. Any such extension also will be publicly announced
by a press release issued no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date (as defined
below) of the Offer.
Tenders of Shares made pursuant to the Offer are irrevocable, except
that Shares tendered pursuant to the Offer may be withdrawn at any time on or
prior to the Expiration Date, and, unless theretofore accepted for payment
pursuant to the Offer, may also be withdrawn at any time after August 26, 1999.
The term "Expiration Date" means 12:00 midnight, New York City time, on July 26,
1999, or the latest time and date at which the Offer, as extended by the
Purchaser, will expire. For a withdrawal to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
its address set forth on the back cover of the Offer to Purchase. Any such
notice of withdrawal must specify the name of the person who tendered the Shares
to be withdrawn, the number of Shares to be withdrawn, and (if Share
Certificates have been tendered) the name of the registered holder of the Shares
as set forth in the Share Certificate, if different from that of the person who
tendered such Shares. The signature(s) on the notice of withdrawal must be
guaranteed by an Eligible Institution (as defined in the Offer to Purchase)
unless such Shares have been tendered for the account of an Eligible
Institution. If Shares have been tendered pursuant to the procedures for
book-entry tender set forth in Section 3 of the Offer to Purchase, any notice of
withdrawal must specify the name and number of the account at the Depositary to
be credited with the withdrawn Shares, and otherwise comply with the procedures
of the Depositary for such withdrawal. If Share Certificates have been delivered
or otherwise identified to the Depositary, the name of the registered holder and
the serial numbers of the particular certificates evidencing the Shares to be
withdrawn also must be furnished to the Depositary as aforesaid prior to the
physical release of such Share Certificates. All questions as to the form and
validity (including time of receipt) of notices of withdrawal will be determined
by the Purchaser, in its sole discretion, which determination shall be final and
binding. Any Shares properly withdrawn will be deemed not to have been validly
tendered for purposes of the Offer. However, withdrawn Shares may be retendered
by following one of the procedures described in Section 3 of the Offer to
Purchase at any subsequent time prior to the Expiration Date. None of the
Purchaser, the Dealer Manager, the Depositary, the Information Agent or any
other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification.
The information required to be disclosed pursuant to Rule
14d-6(e)(1)(vii) of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended, is contained in the Offer to Purchase, and is
incorporated herein by reference.
In accordance with Ohio law, the Company furnished the Purchaser with
its shareholder list for the purpose of disseminating the Purchaser's Offer to
holders of Shares. The Offer to Purchase and the related Letter of Transmittal
and other relevant materials have been mailed to record holders of Shares and
will be furnished to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
Company's shareholder list or, if applicable, who are listed as participants in
a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Questions and requests for assistance or copies of the Offer to
Purchase and the related Letter of Transmittal and other tender offer materials
may be directed to the Information Agent or the Dealer Manager at their
respective addresses and telephone numbers listed below, and copies will be
furnished promptly at the Purchaser's expense. No
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fees or commissions will be payable to brokers, dealers or other persons (other
than the Information Agent and the Dealer Manager) for soliciting tenders of
Shares pursuant to the Offer.
The Information Agent for the Offer is:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, New Jersey 07072-2586
Call Toll Free: (888) 976-2663
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
World Financial Center
North Tower
New York, New York 10281-1314
(212) 449-8971 (Call Collect)
June 30, 1999
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