NATIONAL PROCESSING, INC.
 

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): October 8, 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01. Other Events.

On October 8, 2004, shareholders of National Processing, Inc. voted to approve the merger between Bank of America and National Processing, Inc. Reference is made to the news release dated October 8, 2004, a copy of which is filed as Exhibit 99 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements 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: October 8, 2004   By /s/ Carlton E. Langer

Carlton E. Langer
Secretary

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