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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. 3)
and
SCHEDULE 13D
(Amendment No. 6)
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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This Amendment No. 3 is to the Tender Offer Statement on Schedule
14D-1, originally filed on June 28, 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. 3 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. 6 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:
The lead-in to the second paragraph appearing in Section 13 ("Certain
Conditions of the Offer") of the Offer to Purchase is hereby amended and
restated in its entirety to read as follows:
"Furthermore, notwithstanding any other provision of the
Offer, and in addition to (and not in limitation of) the Purchaser's
right to extend and/or amend the Offer at any time in its sole
discretion, the Purchaser shall not be required to accept for payment
or, subject as aforesaid, to pay for any Shares not theretofore
accepted for payment or paid for, and may amend or terminate the Offer,
if, prior to the Expiration Date, any of the following conditions
exists:"
In addition, any reference in clauses (a) through (h) of such paragraph to the
"sole judgment" of the Purchaser is hereby amended to refer to the "reasonable
judgment" of the Purchaser.
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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 26, 1999 NATIONAL CITY CORPORATION
By: /s/Carlton E. Langer
Name: Carlton E. Langer
Title: Vice President and
Assistant Secretary
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