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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): July 7, 1998
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 of incorporation) (Commission File No.) (IRS Employer Identification No.)
One Oxmoor Place, 101 Bullitt Lane, Suite 450 Louisville, Kentucky 40222
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(Address of Principal Executive Offices) (Zip Code)
1231 Durrett Lane, Louisville, Kentucky
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(Former Name or Former Address, if Changed Since Last Report)
Registrant's telephone number, including area code: (502) 326-7000
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ITEM 5. OTHER EVENTS
On July 7, 1998, the Registrant issued a Press Release
announcing that net income for the three months ended June 30, 1998, was
$1,570,000 or $.03 per share. Included in net income were after-tax charges of
$1,558,000 or $.03 per share for the write-off of internally developed
customized software and related costs following the cancellation of a
significant customer processing contract at the end of June. Exclusive of these
charges, net income would have been $3,128,000 or $.06 per share, compared to
$7,157,000 or $.14 per share for the corresponding period in 1997. For the six
months ended June 30, 1998, net income was $6,480,000 or $.13 per share,
compared to $7,527,000 or $.15 per share for the corresponding period in 1997.
Included in first half 1997 net income were after-tax charges of $3,867,000 or
$.08 per share, for severance and associated costs related to organizational
restructuring actions undertaken in March 1997.
The decline in 1998 second quarter net income compared to
1997 was due primarily to continued shortfalls in the Corporate Services
Division, which, as previously disclosed has been experiencing severe operating
problems in the remittance product area during a lengthy and difficult
conversion to a new image-based operating environment. The resolution of these
difficulties, as well as the effects of the write-offs related to the contract
cancellation noted above, will likely result in full-year earnings falling
short of analysts' consensus expectations by as much as $.05 per share.
According to First Call, consensus earnings estimates as of July 1, 1998, were
$.45 per share for the full year 1998.
Reference is made to the News Release, dated July 7, 1998, a
copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
a) Financial Statements of business acquired:
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None.
b) Pro forma financial information:
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None.
c) Exhibits.
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99.1 News Release, dated July 7, 1998, incorporated herein by
reference.
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SIGNATURE
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.
By: /s/ David P. Lewis
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Name: David P. Lewis
Title: Attorney
Dated: July 7, 1998
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