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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 2)
National Processing, Inc.
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(Name of the Issuer)
National City Corporation
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(Name of the Person(s) Filing Statement)
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)
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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, OH 44114
(216) 586-3939
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
| | (a) The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934.
| | (b) The filing of a registration statement under the Securities
Act of 1933.
|X| (c) A tender offer.
| | (d) None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. |_|
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INTRODUCTION
This Amendment No. 2 to the Rule 13E-3 Transaction Statement (as
amended by Amendment No. 1, the "Schedule 13E-3") relates to a tender offer by
National City Corporation, a Delaware corporation (the "Purchaser"), to purchase
any and all outstanding common shares, no par value (the "Shares"), of National
Processing, Inc., an Ohio corporation (the "Company"), not currently owned by
the Purchaser, for 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 (the "Letter of Transmittal" and,
together with the Offer to Purchase, as amended from time to time, the "Offer"),
copies of which were filed as Exhibits (a)(1) and (a)(2), respectively, to the
Tender Offer Statement on Schedule 14D-1 (as amended, the "Schedule 14-D-1")
filed by the Purchaser with the Securities and Exchange Commission on June 28,
1999. This Amendment No. 2 to Schedule 13E-3 is being filed by the Purchaser.
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ITEM 16. ADDITIONAL INFORMATION.
Item 16 of the Schedule 13E-3 is hereby amended and supplemented by the
following:
On July 23, 1999, the Purchaser issued a press release, a copy of which
is included as exhibit (d)(9) hereto and incorporated herein by reference, which
announced that the Purchaser has no plans either to extend or to amend the
Offer.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is hereby amended and supplemented to add
the following exhibit:
(d)(9) Press release issued by the Purchaser on July 23, 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 23, 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
EXHIBIT
NUMBER DESCRIPTION
(d)(9) Press release issued by the Purchaser on July 23, 1999.
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Exhibit (d)(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.
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