SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 9)
National Processing, Inc.
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(Name of Issuer)
Common Shares, No Par Value
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(Title of Class of Securities)
637229 10 5
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(CUSIP Number of Class of Securities)
David L. Zoeller, Esq.
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
216-222-2000
With a copy to:
Lyle G. Ganske, Esq.
Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 12, 2004
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(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(e), 13d-1(f) or 13d-1(g) check the
following box [ ].
Continued on the following pages
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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 of the Schedule 13D is hereby replaced with the following:
On July 13, 2004, the Company and Bank of America ("BoA") announced a
definitive agreement (the "Merger Agreement") had been reached for BoA to
purchase all of the Company's outstanding shares for $1.4 billion in cash, or
$26.60 per share (the "Transaction"). National City has agreed to support the
Transaction.
The information set forth in Item 6 is hereby incorporated by reference
into this Item 4.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended to add the following to
the end thereof:
National City has entered into a Shareholders Agreement, dated as of
July 12, 2004, with BoA pursuant to which National City has agreed that until
the Merger Agreement is terminated in accordance with its terms, National City
will appear at any meeting of the Company's shareholders called to adopt the
Merger Agreement for purposes of establishing a quorum, and will vote all of its
Company common shares against any transaction other than the Transaction. The
Shareholders Agreement also provides that National City will pay BoA a $50
million fee if it fails to vote in favor of the Transaction and BoA terminates
the Merger Agreement because of the failure to receive the requisite shareholder
approval.
Under the Shareholders Agreement, National City has also agreed (i) to
provide certain limited indemnities to BoA against certain liabilities if the
Transaction is consummated, (ii) not to compete with the business operated by
the Company for three years after the Transaction is completed and (iii) with
BoA regarding each parties rights and obligations related to certain tax matters
related to the Company.
National City Bank of Kentucky ("NCBK"), a wholly owned subsidiary of
National City, has entered into a Service and Sponsorship Agreement with the
Company, to become effective upon the closing of the Transaction, relating to
the processing of certain charge card transactions. National City has entered
into an agreement with BoA (the "Master Referral Agreement"), to become
effective upon the closing of the Transaction, relating to the referral of
business to BoA.
The Merger Agreement, the Shareholders Agreement, the Service and
Sponsorship Agreement, the Master Referral Agreement and the press release
issued by the Company in connection with the Transaction are filed herewith as
Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, respectively, and are incorporated
herein by reference.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Agreement and Plan of Merger
99.2 Shareholders Agreement
99.3 Service and Sponsorship Agreement
99.4 Master Referral Agreement
99.5 Press Release
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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: July 13, 2004
NATIONAL CITY CORPORATION
By: /s/ David L. Zoeller
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Name: David L. Zoeller
Title: Executive Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
99.1 Merger Agreement (incorporated by reference to Exhibit 99.2 to National
City's Form 8-K filed on July 13, 2004).
99.2 Shareholders Agreement (incorporated by reference to Exhibit 99.5 to
National City's Form 8-K filed on July 13, 2004).
99.3 Service and Sponsorship Agreement (incorporated by reference to Exhibit
99.3 to National City's Form 8-K filed on July 13, 2004).
99.4 Master Referral Agreement (incorporated by reference to Exhibit 99.4 to
National City's Form 8-K filed on July 13, 2004).
99.5 Press Release (incorporated by reference to Exhibit 99.1 to National City's
Form 8-K filed on July 13, 2004).
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