-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ay7FN4xOc41IjRvgvNfGtfkrOw9rZO3SB4I7tKmiCCtvQGGnb67KjI17CDqtzN/C MfE7Z3NANC+G92GvzfVcLg== 0000950152-98-005245.txt : 19980612 0000950152-98-005245.hdr.sgml : 19980612 ACCESSION NUMBER: 0000950152-98-005245 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980611 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PROCESSING INC CENTRAL INDEX KEY: 0001016277 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 611303983 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50175 FILM NUMBER: 98646161 BUSINESS ADDRESS: STREET 1: ONE OXMOOR PL STREET 2: 101 BULLITT LN STE 450 CITY: LOUISVILLE STATE: KY ZIP: 40222 BUSINESS PHONE: 5023267000 MAIL ADDRESS: STREET 1: ONE OXMOOR PLACE STREET 2: 101 BULLITT LANE SUITE 450 CITY: LOUISVILLE STATE: KY ZIP: 40222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PROCESSING INC CENTRAL INDEX KEY: 0001016277 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 611303983 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE OXMOOR PL STREET 2: 101 BULLITT LN STE 450 CITY: LOUISVILLE STATE: KY ZIP: 40222 BUSINESS PHONE: 5023267000 MAIL ADDRESS: STREET 1: ONE OXMOOR PLACE STREET 2: 101 BULLITT LANE SUITE 450 CITY: LOUISVILLE STATE: KY ZIP: 40222 SC 13D/A 1 NATIONAL PROCESSING, INC. AMDMT. #1 FORM SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1) * National Processing, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, without par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 637229 10 5 ---------------------- (CUSIP Numbers) David L. Zoeller, Esq. National City Corporation 1900 East Ninth Street Cleveland, Ohio 44114-3484 216-575-2000 With a copy to: Dennis W. LaBarre, 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) June 9, 1998 -------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 2 ITEM 1. SECURITY AND ISSUER. This Amendment No. 1 (this "Amendment No. 1") amends and supplements the Schedule 13D filed on May 16, 1997 (the "Schedule 13D"), which relates to the Common Stock, without par value (the "Common Stock"), of National Processing, Inc., an Ohio corporation (the "Company"). The principal offices of the Company are located at One Oxmoor Place, 101 Bullitt Lane, Suite 450, Louisville, Kentucky 40222. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. Prior to the Company's initial public offering of 7,475,000 shares of its Common Stock on August 14, 1996, the Company was a wholly-owned subsidiary of National City. Following consummation of the initial public offering, National City continued to own directly 43,100,000 shares of the Company's Common Stock, or approximately 85.2% of the outstanding Common Stock. On May 2, 1997, National City announced its intent to acquire up to 2,000,000 additional shares of the Company's Common Stock in open market transactions in accordance with applicable federal and state laws and regulations. A copy of National City's press release announcing its intent to purchase the Common Stock was filed as an exhibit to the Schedule 13D and is incorporated herein by reference. On May 7, 1997, National City purchased 1,114,200 shares of Common Stock at a price of $9.125 per share, and on May 8, 1997, National City purchased 151,200 shares of Common Stock at a price of $8.850 per share. On June 9, 1998, National City announced that although it is considering the possible acquisition of the remaining shares of outstanding Common Stock, it has not formulated the terms of any plans or proposals to acquire additional shares of Common Stock (other than its previously announced intent to acquire up to 2,000,000 shares of Common Stock), and no proposal has been made to the Company or its Board of Directors. A copy of National City's press release is filed as an exhibit hereto and incorporated herein by reference. National City intends to review continuously its equity position in the Company. In an effort to partially offset the negative effects of margin pressure in its merchant card services business, the Company has implemented overhead reductions at the corporate and business line levels. National City intends to monitor these efforts, and, depending upon its future evaluations of the business prospects of the Page 2 3 Company and upon other developments, including, without limitation, general economic and business conditions and money market and stock market conditions, National City may determine to increase or decrease its equity interest in the Company by acquiring additional or the remaining shares of outstanding Common Stock or by disposing of all or a portion of its holdings of Common Stock, subject to any applicable legal or other restrictions on its ability to do so. Except as set forth herein, National City does not have any plans or proposals which would relate to or result in: (a) The acquisition of additional securities of the Company or the disposition of securities of the Company; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; (d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors (other than a possible additional board member) or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure (except for the Company's previously-announced efforts to reduce overhead costs); (g) Changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) At the date hereof, National City has the sole power to vote and dispose of 44,365,400 shares of Common Stock. The Common Stock held by National City represents approximately 87.7% of the 50,575,000 shares of Common Stock outstanding as of April 11, 1998, based on the number of shares outstanding as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1998. As of the date hereof, to the best of National City's knowledge, set forth below is information concerning the ownership of Common Stock by the individuals identified in Item 2 of the Schedule 13D: Page 3 4
Number of Shares Held With Sole Voting and Name Dispositive Power ---- ----------------- David A. Daberko 12,000 Vincent A. DiGirolamo 3,030 James R. Bell III 3,030 Gary A. Glaser 1,000 Jon L. Gorney 300 J. Christopher Graffeo 1,000 Jeffrey D. Kelly 1,000 William E. MacDonald III 2,000 Robert G. Siefers 10,000 Harold B. Todd, Jr. 500 Thomas A. Richlovsky 200 Edward B. Brandon 4,250 Duane E. Collins 2,500 Daniel E. Evans 1,000 Bernadine P. Healy 750 Joseph H. Lemieux 1,000 W. Bruce Lunsford 7,000 Robert A. Paul 20,000 William F. Roemer 5,000 ------- TOTAL 75,560
To the best of National City's knowledge, the aggregate shares of Common Stock owned by the individuals identified in Item 2 of the Schedule 13D represents less than 1% of the outstanding Common Stock and 1.2% of the outstanding Common Stock held by persons other than National City. Except as set forth herein, to the best of National City's knowledge, none of the individuals identified in Item 2 of the Schedule 13D has the sole or shared power to vote or the sole or shared power to dispose of any shares of Common Stock. (c) National City has not effected any transactions in shares of Common Stock during the past 60 days. To the best of National City's knowledge, the individuals identified in Item 2 of the Schedule 13D have not effected any transactions in shares of Common Stock during the past 60 days with the exception of Stephen A. Stitle who sold 1,000 shares on May 6, 1998. National City anticipates that certain of its executive officers and directors may acquire shares of Common Stock for their individual accounts in open market transactions at prevailing prices, subject to any applicable legal or other restrictions on their ability to do so. There are no agreements, understandings or arrangements between National City and any of its executive officers or directors with respect to the Common Stock, and there can be no assurance that any acquisitions by such executive officers or directors will take place. Page 4 5 (d) Except as stated herein, to the best of National City's knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.3 -- Press Release of National City, dated June 9, 1998 Page 5 6 SIGNATURE After reasonable 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. Date: June 10, 1998 NATIONAL CITY CORPORATION By: /s/ Robert G. Siefers ----------------------------------- Name: Robert G. Siefers Title: Vice Chairman and Chief Financial Officer 7 Annex 1 ------- Set forth below are the names, titles and present principal occupations for each of the executive officers and directors of National City. The business address for each of the following individuals is 1900 East Ninth Street, Cleveland, Ohio 44114.
Name Title Present Principal Occupation - ---- ----- ---------------------------- David A. Daberko Chairman of the Board and Chief Chairman of the Board and Chief Executive Officer Executive Officer of National City Richard F. Chormann Director & Vice Chairman Vice Chairman of National City Vincent A. DiGirolamo Vice Chairman Vice Chairman of National City Robert G. Siefers Vice Chairman, Chief Vice Chairman and Chief Financial Officer Financial Officer of National City James R. Bell III Executive Vice President Executive Vice President, Retail Sales and Distribution Manager of National City Paul G. Clark Executive Vice President President and CEO of First of America Bank, NA Gary A. Glaser Executive Vice President Chairman, National City Bank Thomas W. Golonski Executive Vice President President and Chief Executive Officer, National City Bank of Pennsylvania Jon L. Gorney Executive Vice President Executive Vice President, Information Services & Operations of National City Christopher Graffeo Executive Vice President President and Chief Executive Officer, National City Bank of Indiana Jeffrey D. Kelly Executive Vice President Executive Vice President, Investments of National City William E. MacDonald III Executive Vice President President and Chief Executive Officer, National City Bank Herbert R. Martens, Jr. Executive Vice President Executive Vice President, Wealth Management of National City and President and CEO of NatCity Investments, Inc. Robert J. Ondercik Executive Vice President Executive Vice President, Credit Administration of National City Harold B. Todd, Jr. Executive Vice President, Executive Vice President, Institutional Trust & Investment Services of National City James P. Gulick Senior Vice President, General Senior Vice President, General Auditor Auditor of National City Thomas A. Richlovsky Senior Vice President, Treasurer Senior Vice President, Treasurer of National City David L. Zoeller Senior Vice President, General Senior Vice President, General Counsel & Secretary Counsel & Secretary of National City Sandra Harden Austin Director President and CEO Sedona Healthcare Group, Inc.
8 2
Name Title Present Principal Occupation - ---- ----- ---------------------------- Jon E. Barfield Director Chairman and President of The Barfield Group Edward B. Brandon Director Retired Chairman of the Board of Directors of National City John G. Breen Director Chairman of the Board of Directors and Chief Executive Officer of The Sherwin-Williams Company James S. Broadhurst Director Chairman and Chief Executive Officer of Eat'n Park Restaurants John W. Brown Director Chairman, President and CEO of Stryker Corporation Duane E. Collins Director President and Chief Executive Officer of Parker Hannifin Corporation Daniel E. Evans Director Chairman of the Board of Directors and Chief Executive Officer of Bob Evans Farms, Inc. Clifford L. Greenwalt Director Retired President and CEO Central Illinois Public Service Company, Inc. Bernadine P. Healy, M.D. Director Professor of Medicine and Dean of Ohio State University College of Medicine Dorothy A. Johnson Director President and CEO Council of Michigan Foundations Joseph H. Lemieux Director Chairman and Chief Executive Officer of Owens-Illinois, Inc. W. Bruce Lunsford Director Chairman of the Board of Directors, President and Chief Executive Officer of Vendor, Inc. Robert A. Paul Director President and Chief Executive Officer of Ampco-Pittsburgh Corporation William F. Roemer Director Retired Chairman of the Board of Directors and Chief Executive Officer of Integra Financial Corporation Michael A. Schuler Director Chairman of the Board of Directors, President and Chief Executive Officer of Zippo Manufacturing Company Stephen A. Stitle Director Chairman of the Board of National City Bank of Indiana Morry Weiss Director Chairman of the Board of Directors and Chief Executive Officer of American Greetings Corporation
EX-99.3 2 EXHIBIT 99.3 1 Exhibit 99.3 National City(R) NATIONAL CITY CORPORATION P.O. Box 5756 Cleveland, OH 44101-0756 FOR MORE INFORMATION CONTACT: News Release Thomas A. Richlovsky Senior Vice President & Treasurer (216) 575-2126 Dan L. Shingler Manager, Media Relations (216) 575-2441 For Immediate Release CLEVELAND, Ohio--June 9, 1998 -- National City Corporation (NYSE:NCC) confirmed that although it is considering the possible acquisition of the remaining 12% of National Processing, Inc. (NYSE:NAP) common shares held by the public, National City indicated that it has not formulated the terms of any proposal to acquire the shares of National Processing and that no proposal has been made to National Processing or its board of directors. There can be no assurance that National City will make a proposal to acquire the remaining shares of National Processing. National City is an $81 billion diversified financial services company based in Cleveland Ohio. National City operates banks and other financial services subsidiaries primarily in Ohio, Michigan, Pennsylvania, Kentucky, Indiana and Illinois. National City can be found on the world wide web at www.national-city.com. -----END PRIVACY-ENHANCED MESSAGE-----