8-K 1 l08570ae8vk.txt NATIONAL PROCESSING, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- 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. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Ohio 1-11905 61-1303983 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 1900 East Ninth Street, Cleveland, Ohio 44114-3484 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (216) 222-3368 -------------------------------------------------------------------------------- (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. ------------------------ (Registrant) Dated: July 13, 2004 By /s/ Carlton E. Langer ------------------------ Carlton E. Langer Secretary 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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): May 27, 2004

NATIONAL PROCESSING, INC.

(Exact Name of Registrant as Specified in Charter)

Ohio		1-11905		61-1303983
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1900 East Ninth Street, Cleveland, Ohio		44114-3484
(Address of Principal Executive Offices)		(Zip Code)

(216) 222-3368

(Registrant’s telephone number, including area code)

Item 5. Other Events and Required FD Disclosure

In response to press reports, National Processing, Inc. announced that its board of directors is reviewing the company’s various strategic alternatives. The press release is attached as exhibit 99 to this Form 8-K and incorporated herein by reference.

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 – News Release

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.
	(Registrant)
Dated: May 28, 2004	By	/s/ Carlton E. Langer
		Carlton E. Langer
		Secretary

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