| OMB APPROVAL |
| OMB Number: 3235-0362 |
| Expires: January 31, 2005 |
| Estimated average burden hours per response...1.0 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940
| o | Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
| o | Form 3 Holdings Reported |
| o | Form 4 Transactions Reported |
| 1. | Name and Address of Reporting Person* |
2. | Issuer Name and Ticker or Trading Symbol |
3. | I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) |
|||||||
|
Robins, Robert C.
(Last) (First) (Middle) |
National Processing, Inc. (NAP)
|
|
||||||||||
|
1231 Durrett Lane
|
4. | Statement for Month/Year | 5. | If Amendment, Date of Original (Month/Year) | ||||||||
|
12/2002
|
|
|||||||||||
| (Street) | 6. | Relationship of Reporting Person(s) to Issuer (Check All Applicable) |
7. | Individual or Joint/Group Reporting (Check Applicable Line) |
||||||||
|
Louisville, KY 40285
(City) (State) (Zip) |
o | Director | o | 10% Owner | x | Form filed by One Reporting Person | ||||||
| x | Officer (give title below) | o | Form filed by More than One Reporting Person | |||||||||
| o | Other (specify below) | |||||||||||
|
Executive Vice President
|
||||||||||||
| * | If the form is filed by more than one reporting person, see instruction 4(b)(v). |
| Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||||||||||||||||
| 1. | Title of Security (Instr. 3) |
2. | Transaction Date (Month/Day/Year) |
2A. | Deemed Execution Date, if any (Month/Day/Year) |
3. | Transaction Code (Instr. 8) |
4. | Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
5. | Amount of Securities Beneficially Owned at the End of Issuer's Fiscal Year (Instr. 3 and 4) |
6. | Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
7. | Nature of Indirect Beneficial Ownership (Instr. 4) |
|||||||||
| Amount | (A) or (D) |
Price | ||||||||||||||||||||||
| Common Stock (Restricted Stock) | 500.00 | D | ||||||||||||||||||||||
Page 2
| Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
|||||||||||||||||
| 1. | Title of Derivative Security (Instr. 3) |
2. | Conversion or Exercise Price of Derivative Security |
3. | Transaction Date (Month/Day/Year) |
3A. | Deemed Execution Date, if any (Month/Day/Year) |
4. | Transaction Code (Instr. 8) |
5. | Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
||||||
| (A) | (D) | ||||||||||||||||
| Options (Rights to Buy) | $27.92 | 05/09/2002 | A | 13,334.00 | |||||||||||||
| Options (Rights to Buy) | $27.92 | 05/09/2002 | A | 13,333.00 | |||||||||||||
| Options (Rights to Buy) | $27.92 | 05/09/2002 | A | 13,333.00 | |||||||||||||
Page 3
| Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities) |
|||||||||||||||||
| 6. | Date Exercisable and Expiration Date (Month/Day/Year) |
7. | Title and Amount
of Underlying Securities (Instr. 3 and 4) |
8. | Price of Derivative Security (Instr. 5) |
9. | Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4) |
10. | Ownership of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. | Nature of Indirect Beneficial Ownership (Instr. 4) |
||||||
| Date Exercisable |
Expiration Date |
Title | Amount or Number of Shares |
||||||||||||||
| 05/09/2003 | 05/09/2012 | Common Stock | 13,334.00 | D | |||||||||||||
| 05/09/2004 | 05/09/2012 | Common Stock | 13,333.00 | D | |||||||||||||
| 05/09/2005 | 05/09/2012 | Common Stock | 13,333.00 | 140,000.00 | D | ||||||||||||
Explanation of Responses:
|
/s/ Robert C. Robins by Carlton E. Langer, attorney-in-fact |
02/11/2003 | |
**Signature of Reporting Person |
Date |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | |
| Note: | File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. | |
Page 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints David L. Zoeller, Carlton E. Langer and Thomas A. Richlovsky, and each of them, as the true and lawful attorney or attorneys-in-fact, with the full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, in any and all capacities, to execute, on behalf of the undersigned, any and all statements or reports under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the beneficial ownership of shares of Common Stock, par value $4.00 per share, of National City Corporation (the “Company”), including, without limitation, all initial statements of beneficial ownership on Form 3, all statements of changes of beneficial ownership on Form 4 and all annual statements of beneficial ownership on Form 5, all successor or similar forms and any and all other documents that may be required, from time to time, to be filed with the Securities and Exchange Commission, to execute any and all amendments or supplements to any such statements, reports or forms, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises (including, without limitation, completing, executing and delivering a Form ID to apply for electronic filing codes), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, and each of them, in serving in such capacity at the request of the undersigned, are not assuming any of the responsibilities of the undersigned to comply with Section 16 of the Securities Exchange Act of 1934 or any other legal requirement. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.
| /s/ Robert C. Robins | |
Robert C. Robins |
Date: August 20, 2002