National Processing, Inc.
Ticker: NAP 1231 Durrett Lane
Exchange: New York Stock Exchange Louisville, Kentucky 40285
Industry: High-Tech (502) 364-2000

Type of Shares:Common Shares Filing Date:6/7/96
U.S. Shares:6,500,000 Offer Date:8/8/96
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:6,500,000 Offer Price:$16.50
Secondary Shares:0 Gross Spread:$1.12
Offering Amount: $97,500,000 Selling:$0.67
Expenses: - Reallowance:$0.10
Shares Out After:49,100,000
Spin out parent firm: National City Corporation

ManagerTierPhone
Salomon Brothers Inc.Lead Manager (212) 783-2947
Montgomery SecuritiesCo-manager 4156272220
NatCity Investments, Inc.Co-manager
Smith Barney Inc.Co-manager (718) 921-8473

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$339.30$83.90$78.40Assets:$273.00
Net Income:$25.80$5.90$5.20Liabilities:$93.20
EPS:$0.60$0.14$0.12Equity:$179.80

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is a provider of transaction processing services and customized processing solutions. Deploying technology and applications software, the company provides products and value-added services including processing of card and check transactions. In the Merchant Services market, the Company is the second largest processor of merchant credit and debit card transactions in the United States, according to published industry sources. Merchant Services represented approximately 60.8% of the Company's revenues in 1995 and were provided to over 125,000 merchant locations. In the Corporate Services market, the Company believes that it is one of the largest providers of outsourcing services in the United States, processing more than 600 million transactions annually. The Company's corporate Services include accounts payable processing, remittance processing, audit and funds settlement for freight-related charges and electronic imaging solutions.

Use of Proceeds
The proceeds from the proposed offering will be used to fund future acquisitions and strategic technology investments and for general corporate purposes, including research and product development and expansion of international processing facilities.

Last updated: 10/28/96

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