NATIONAL COMPUTER SYSTEMS INC
8-K, 1997-05-06
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


        Date of report (Date of earliest event reported): April 30, 1997


                         NATIONAL COMPUTER SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


                   Minnesota                 0-3713            41-0850527
         (State or other jurisdiction of   (Commission      (I.R.S. Employer
         incorporation or organization)    File Number)    Identification No.)


         11000 Prairie Lakes Drive, Minneapolis, Minnesota          55344
              (Address of principal executive offices)            (Zip Code)



         Registrant's telephone number, including area code:  (612) 829-3000


                                 Not Applicable
          (Former name or former address, if changed since last rport.)

<PAGE>


Item 5.   Other Events.

          Certain claims asserted against National Computer  Systems,  Inc. (the
"Company") by University  Support Services,  Inc. ("USS") in letters received by
the Company in December 1994 and January 1995 were disclosed in the footnotes to
financial  statements  contained in the Company's Annual Report on Form 10-K for
the  year  ended  January  31,  1997  and in  previous  reports  filed  with the
Securities  and Exchange  Commission.  On April 30, 1997, the Company was served
with a summons and complaint in a lawsuit alleging  substantially similar claims
filed against the Company by USS in the United States District  Court,  District
of Minnesota, Fourth Division. USS alleges certain claims against the Company in
connection with three student loan processing and servicing  agreements  between
the Company and USS. In the complaint,  USS seeks  compensatory  damages and has
asked the court to order specific performance of the Company's alleged agreement
to assume the  obligations of USS with respect to certain  student loans.  Until
the filing of the  lawsuit,  USS had taken no action to pursue its claims  since
January 1995. The Company tendered the defense of the claims to its insurer, and
the  insurer  accepted  the  defense  subject to a  reservation  of rights.  The
Company's  position with respect to the lawsuit is the same as its position with
respect to the original  claims.  The Company has carefully  reviewed the claims
set forth in USS's  complaint,  denies  such claims and will  vigorously  defend
against the lawsuit.  In addition,  the Company  intends to file all appropriate
counterclaims against USS. The Company does not believe that any adverse outcome
in the  lawsuit  would  result in a  material  adverse  effect on the  Company's
financial position.

 <PAGE>


                                    Signature

              Pursuant  to the  requirements  of  Section  12 of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


Dated:   May  6, 1997

                                   NATIONAL COMPUTER SYSTEMS, INC.



                                   By:   /s/ J. W. FENTON, JR.
                                       -------------------------------------
                                       J.W. Fenton, Jr.
                                       Secretary/Treasurer




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