UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): July 13, 2004
NATIONAL PROCESSING, INC.
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(Exact Name of Registrant as Specified in Charter)
Ohio 1-11905 61-1303983
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1900 East Ninth Street, Cleveland, Ohio 44114-3484
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(Address of Principal Executive Offices) (Zip Code)
(216) 222-3368
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
National Processing, Inc. and Bank of America today announced a
definitive agreement has been reached for Bank of America to purchase all of the
outstanding shares of National Processing for $1.4 billion in cash, or $26.60
per share.
National Processing, a public company, is 83 percent owned by National
City Corporation. The sale resulted from a review of various strategic
alternatives undertaken by National Processing's Board of Directors and is
supported by National City.
The newly combined Bank of America Merchant Services will be
headquartered in Louisville, KY, where National Processing is currently based.
The merger is subject to the approval of National Processing's shareholders,
regulatory approvals and other customary conditions and is expected to close in
the fourth quarter of 2004.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired: Not applicable
(b) Pro Forma Financial Information: Not applicable
(c) Exhibits: 99.1 - News Release
99.2 - Agreement and Plan of Merger
99.3 - Service and Sponsorship Agreement
99.4 - Master Referral Agreement
99.5 - Shareholders Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
National Processing, Inc.
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(Registrant)
Dated: July 13, 2004 By /s/ Carlton E. Langer
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Carlton E. Langer
Secretary
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