-----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, Nsl8rjKYNIlmVSq5uFHQxuC21YB4EzN9G74q8EDxjQqL3REmE1/DX9iCbm/nQmiG +sELB9cOXifojfpO7tUyJA== 0000950152-99-005393.txt : 19990624 0000950152-99-005393.hdr.sgml : 19990624 ACCESSION NUMBER: 0000950152-99-005393 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990623 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: 99650514 BUSINESS ADDRESS: STREET 1: 1231 DURRETT LANE STREET 2: 101 BULLITT LN STE 450 CITY: LOUISVILLE STATE: KY ZIP: 40285 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 CITY CORP CENTRAL INDEX KEY: 0000069970 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 341111088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1900 E NINTH ST CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2165752000 MAIL ADDRESS: STREET 1: 1900 EAST NINTH STREET CITY: CLEVELAND STATE: OH ZIP: 44114 SC 13D/A 1 NATIONAL PROCESSING, INC./NATIONAL CITY 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 2) National Processing, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) 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) June 22, 1999 - -------------------------------------------------------------------------------- (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 [_]. (Continued on following pages) (Page 1 of 4 pages) ================================================================================ 2 This statement amends and supplements the Statement on Schedule 13D, as amended (the "Schedule 13D"), filed with the Securities and Exchange Commission by National City Corporation, a Delaware corporation ("National City"), in connection with its ownership of common shares, no par value, of National Processing, Inc., an Ohio corporation (the "Company"). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D. Item 4. Purpose of Transaction. Item 4 is hereby amended to add the following at the end thereof: On June 22, 1999, National City issued a press release announcing Parent's intention to commence a tender offer to acquire all publicly held shares of the Company at a price of $9.50 per share in cash. Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended to add the following at the end thereof: Exhibit 99.4: Press Release, dated June 22, 1999 3 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: June 22, 1999 NATIONAL CITY CORPORATION By: /s/ Robert G. Siefers ------------------------------------ Name: Robert G. Siefers Title: Vice Chairman and Chief Financial Officer 4 EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION - -------- ----------- 99.4 Press Release, dated June 22, 1999 EX-99.4 2 EXHIBIT 99.4 1 EXHIBIT 99.4 National City Corporation P.O. Box 5756 Cleveland, OH 44101-0756 NATIONAL CITY FOR INFORMATION CONTACT: NEWS RELEASE Thomas A. Richlovsky Senior Vice President and Treasurer (216) 575-2126 For Immediate Release NATIONAL CITY CORPORATION ANNOUNCES INTENTION TO COMMENCE --------------------------------------------------------- $9.50 PER SHARE TENDER OFFER FOR THE 12% OF NATIONAL ---------------------------------------------------- PROCESSING, INC. IT DOES NOT CURRENTLY OWN ------------------------------------------ CLEVELAND, Ohio -- June 22, 1999 -- National City Corporation (NYSE:NCC) today announced that it intends to commence a tender offer, for $9.50 per share in cash, 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's outstanding common shares. National City believes that its offer of $9.50 per share represents an attractive premium of 24% over National Processing's June 21 closing price of $7.69, and a 51% premium over National Processing's 30-day average closing price of $6.28. This proposal follows several weeks of conversations with National Processing and reflects a meaningful increase over the per share price initially discussed between the financial advisors. The formal offer will commence within the next five business days. In March of 1999, National City informed the Board of Directors of National Processing that it was considering a range of alternatives with respect to its investment in National Processing, including the possibility that it might consider making an offer to acquire the outstanding public shares of National Processing. National City suggested that the unaffiliated directors form a Special Committee and retain their own financial advisor and legal advisor to assist in evaluating any proposal that might be forthcoming. Following National Processing's engagement of the financial and legal advisors, due diligence was conducted. In early June, National City's financial advisor advised National Processing's financial advisor that National City might contemplate making an offer in the $7.50 to $8.50 range. At that time the indication of value represented premiums of 26% to 43% over National Processing's market price of $5.94. Subsequently, National Processing, through its financial advisor, notified National City's financial advisor that this range was not acceptable to the Special Committee. Following discussions between the financial advisors regarding valuation methodology and issues pertinent to their respective valuations, National City indicated that it might consider an improved valuation of $9.00 to $9.25. Following further discussions, National City's financial advisor 2 expressed a potential willingness to pursue discussions at the high end of the range, $9.25. National Processing's financial advisor notified National City's financial advisor that the Special Committee again rejected National City's proposal for discussions at that level of value. On June 21, National City's financial advisor notified the financial advisor of the Special Committee that National City was prepared to further increase its contemplated valuation to $9.50 and that failure of the Special Committee to pursue discussions on this basis would necessitate National City making its cash proposal available directly to the National Processing shareholders for their consideration. 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. -----END PRIVACY-ENHANCED MESSAGE-----