As filed with the Securities and Exchange Commission on September 3, 2002
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
NCR CORPORATION
(Exact name of Registrant as specified in its charter)
Maryland 3578 31-0387920
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
1700 South Patterson Blvd. Jonathan S. Hoak
Dayton, Ohio 45479 Senior Vice President and General Counsel
(937) 445-5000 NCR Corporation
(Address, including zip code, and telephone number, 1700 South Patterson Blvd.
including area code, of Registrant's principal executive Dayton, Ohio 45479
offices) (937) 445-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
James R. Doty
Baker Botts L.L.P.
The Warner
1299 Pennsylvania Avenue, N.W.
Washington, DC 20004-2400
(202) 639-7700
Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable following the effectiveness of this
Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933 (the "Securities Act"),
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
[_]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]
--------------------
CALCULATION OF REGISTRATION FEE
================================================================================================================
Title of each class of Amount to be Proposed maximum Proposed Amount of
securities to be registered offering price per maximum aggregate registration fee
registered share (1) offering price (1)
----------------------------------------------------------------------------------------------------------------
7.125% Notes due 2009 $300,000,000 100% $300,000,000 $27,600
================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f) under the Securities Act.
--------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
================================================================================
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, Dated
September 3, 2002
PROSPECTUS
$300,000,000
NCR CORPORATION
Offer to Exchange
7.125% Senior Notes due 2009 for all outstanding 7.125% Senior Notes due 2009
The new notes You should note that
. will be freely tradeable and otherwise . we will exchange all outstanding notes that are validly
substantially identical to the outstanding tendered and not validly withdrawn for notes an equal
notes principal amount of new notes that we have registered
under the Securities Act of 1933
. will accrue interest from June 6, 2002, at the rate
of 7.125% per annum, payable semi-annually in . tenders of outstanding notes may be withdrawn at
arrears on each June 15 and December 15, any time prior to the expiration of the exchange offer
beginning December 15, 2002
. the exchange of outstanding notes for new notes in the
. will be unsecured and will rank equally with the exchange offer will not be a taxable event for U.S.
outstanding notes and all other unsecured and federal income tax purposes
unsubordinated indebtedness
. at the time of the issuance of the outstanding notes, we
. will not be listed on any exchange or on any received credit agency ratings of BBB- from Standard
automated dealer quotation system & Poor's and Baa3 from Moody's
The exchange offer
. expires at 5:00 p.m., New York City time, on
____________, 2002, unless extended
. is not conditioned upon any minimum aggregate
principal amount of outstanding notes being
tendered
You should consider carefully the risk factors on page 10 of this prospectus
before participating in the exchange offer.
Neither the Securities and Exchange Commission nor any state securities
commission or other U.S. regulatory authority has approved or disapproved of the
new notes or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is , 2002.
Table of Contents
About this Prospectus .................................. 2
Forward-Looking Statements ............................. 2
Where You Can Find More Information .................... 3
Prospectus Summary ..................................... 4
Risk Factors ........................................... 10
Private Placement ...................................... 12
Use of Proceeds ........................................ 12
Capitalization ......................................... 13
Selected Financial Data ................................ 14
About NCR Corporation .................................. 16
The Exchange Offer ..................................... 18
Description of the New Notes ........................... 29
United States Federal Tax Consequences ................. 38
Legal Matters .......................................... 38
Experts ................................................ 38
This prospectus contains certain of our trademarks, service marks, and
registered marks, and such marks of other companies, as indicated. Teradata is
either a registered trademark or trademark of NCR International, Inc. in the
United States and/or other countries.
1
About This Prospectus
This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission (SEC). You should rely only on the
information we have provided or incorporated by reference in this prospectus. We
have not authorized anyone to provide you with additional or different
information. We are not making an offer of these securities in any jurisdiction
where the offer is not permitted. You should assume that the information in this
prospectus is accurate only as of the date on the front of this document and
that any information we have incorporated by reference is accurate only as of
the date of the document incorporated by reference.
The new notes may not be offered or sold in or into the United Kingdom
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of
their businesses (or in other circumstances that have not resulted and will not
result in an offer to the public in the United Kingdom for the purposes of the
Public Offers of Securities Regulations 1995, as amended), and this prospectus
may only be issued or passed on to persons in the United Kingdom if such persons
are of a kind described in Articles 19 or 49 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2001 or if such persons are persons
to whom this prospectus may otherwise lawfully be communicated.
Forward-Looking Statements
This prospectus, including the information we incorporate by reference,
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
You can identify a forward-looking statements by our use of the words
"anticipate," "believe," "expect," "plan," "intend," "estimate," "project,"
"budget," "forecast," "will," "could," "should," "may" and similar expressions.
These forward-looking statements include our statements regarding the timing of
future events, our anticipated future operations as well as those of our
subsidiaries and our anticipated future financial position and cash
requirements, and other statements as to anticipated or expected results,
beliefs, opinions, known and unknown risks and uncertainties, and future
financial performance.
These forward-looking statements are not guarantees of future
performance, and there are a number of factors including, without limitation,
those listed below, which could cause actual outcomes and results to differ
materially from the results contemplated by such forward-looking statements.
Specific factors that could affect our forward-looking statements include the
following (in no particular order of priority):
. the duration and intensity of the economic downturn and its impact
on the markets in general or on our ability to meet our commitments
to customers, the ability of our suppliers to meet their commitments
to us, or the timing of purchases (including upgrades to existing
data warehousing solutions and retail point of service solutions) by
our current and potential customers; and other general economic and
business conditions;
. the timely development, production or acquisition, and market
acceptance of new and existing products and services (such as
self-checkout and electronic shelf labeling technologies, ATM
outsourcing, and enterprise data warehousing), including our ability
to accelerate market acceptance of new products and services;
. shifts in market demands, such as a possible shift toward industry
standard "open" platforms for data warehousing solutions;
. continued competitive factors and pricing pressures, and their
impact on our ability to improve gross margins and profitability,
especially in our more mature solution offerings such as our
Financial Self Service and traditional Retail Store Automation
solutions;
. short product cycles, rapidly changing technologies, and maintaining
a competitive leadership position with respect to our solution
offerings, particularly data warehousing technologies;
2
. ability to execute our business plan;
. turnover of workforce and the ability to attract and retain skilled
employees;
. availability and successful exploitation of new acquisition and
alliance opportunities; and
. continued efforts to establish and maintain best in class internal
information technology and control systems.
These and the other factors discussed elsewhere in this prospectus and the
documents incorporated by reference herein are not necessarily all of the
important factors that could cause our results to differ materially from those
expressed in our forward-looking statements. Forward-looking statements speak
only as of the date they were made and we undertake no obligation to update or
revise them, whether as a result of new information, future events or otherwise.
Where You Can Find More Information
Our filings with the SEC may be inspected and copied at the public
reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330
for further information relating to the public reference rooms. Copies of our
filings may be obtained at the prescribed rates from the Public Reference
Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition,
the SEC maintains an Internet site (http://www.sec.gov) that contains certain
reports, proxy statements and other information regarding NCR. Our common stock
is traded on the New York Stock Exchange, through which information regarding
NCR also is available.
We "incorporate by reference" into this prospectus information we file with
the SEC, which means that we are disclosing important information to you by
referring you to those documents. The information we incorporate by reference is
an important part of this prospectus, and later information that we file with
the SEC automatically will update and supersede this information. We are
incorporating by reference into this prospectus the following documents that we
have filed with the SEC, and our future filings we make with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
the offering made by this prospectus terminates:
. our Annual Report on Form 10-K for the year ended December 31, 2001,
. our Quarterly Reports on Form 10-Q, for the periods ended March 31 and
June 30, 2002, and
. our Current Reports on Form 8-K, dated April 23, April 30, May 31 and
August 14, 2002.
This prospectus is part of a registration statement we have filed with the
SEC relating to the new notes. As permitted by SEC rules, this prospectus does
not contain all of the information included in the registration statement and
the accompanying exhibits and schedules we file with the SEC. You should read
the registration statement and the exhibits and schedules for more information
about us and the new notes. The registration statement, exhibits and schedules
are also available at the SEC's Public Reference Room or through its Internet
site.
You may request a copy of these filings at no cost by writing or
telephoning us at the following address:
NCR Corporation
1700 South Patterson Blvd.
Dayton, Ohio 45479
Attention: Laura Nyquist
Corporate Secretary
Telephone: (937) 445-5000
To obtain timely delivery, you must request the information no later than
five business days prior to the expiration of the exchange offer.
3
Prospectus Summary
This summary highlights selected information from this prospectus, but does
not contain all information that is important to you. This prospectus includes
specific terms of the exchange offer and the new notes, information about our
business and financial data. To understand all of the terms of this exchange
offer and to attain a more complete understanding of our business and financial
situation, we encourage you to read this prospectus in its entirety. The terms
"we," "our," "ours" and "us" as used in this prospectus refer to NCR Corporation
and its subsidiaries.
About NCR Corporation
We are a worldwide provider of information technology solutions. Our
solutions are designed to enable businesses to build, expand and enhance their
relationships with their customers by facilitating transactions and transforming
transaction data into useful business information.
Our Retail Store Automation and Financial Self Service solutions enable
companies to capture and process transaction-based information through our
offerings at customer interaction points, such as point-of-sale workstations,
automated-teller machines (ATMs) and web-enabled kiosks. In addition, our Data
Warehousing solutions transform transaction-based information into knowledge,
permitting businesses to respond with programs designed to improve customer
acquisition, retention and profitability. Please read the section "About NCR
Corporation" beginning on page 16 of the prospectus for more information about
us.
Our principal executive officers are located at the following address:
NCR Corporation
1700 South Patterson Blvd.
Dayton, Ohio 45479
(937) 445-5000 (telephone)
(937) 445-9997 (facsimile)
Additional information concerning NCR and our subsidiaries is included in
our reports and other documents incorporated by reference into this prospectus.
4
Summary of the Exchange Offer
On June 6, 2002, we completed the private offering of the outstanding
notes. We received proceeds, before deducting the discount to the initial
purchasers, of $300,000,000 from the sale of the outstanding notes.
In connection with these transactions, we entered into a registration
rights agreement with the initial purchasers of the outstanding notes. We agreed
to deliver to you this prospectus and to complete the exchange offer within 200
days after the date we issued the outstanding notes. In the exchange offer, you
are entitled to exchange your outstanding notes for new notes that are
registered with the SEC but otherwise contain substantially identical terms. You
should read the discussion under the headings "Summary of Terms of the New
Notes" beginning on page 8 and "Description of the New Notes" beginning on page
29 for further information about the new notes.
We have summarized the terms of the exchange offer below. You should read
the discussion under the heading "The Exchange Offer" beginning on page 18 for
further information about the exchange offer and resale of the new notes.
The Exchange Offer ..................... We are offering to exchange up to
$300,000,000 aggregate principal
amount of the outstanding notes.
Outstanding notes may be exchanged
only in integral multiples of
$1,000.
Expiration Date ........................ The exchange offer will expire at
5:00 p.m., New York City time, on ,
2002, or such later date and time to
which we extend it.
Withdrawal of Tenders .................. You may withdraw your tender of
outstanding notes at any time prior
to the expiration date, unless
previously accepted for exchange. We
will return to you, without charge,
promptly after the expiration or
termination of the exchange offer
any outstanding notes that you
tendered but that were not accepted
for exchange.
Conditions to the Exchange Offer ....... We will not be required to accept
outstanding notes for exchange if
the exchange offer would be unlawful
or would violate any interpretation
of the staff of the SEC or if any
legal action has been instituted or
threatened that would impair our
ability to proceed with the exchange
offer.
The exchange offer is not
conditioned upon any minimum
aggregate principal amount of
outstanding notes being tendered.
Please read the section "The
Exchange Offer--Conditions to the
Exchange Offer" beginning on page 21
for more information about the
conditions to the exchange offer.
Procedures for Tendering Outstanding
notes .................................. If your outstanding notes are held
through The Depository Trust Company
(DTC) and you wish to participate in
the exchange offer, you may do so
through DTC's automated tender offer
program. If you tender under this
program, you will agree to be bound
by the letter of transmittal that we
are providing with this prospectus
as though you had signed the letter
of transmittal. By signing or
agreeing to be bound by the letter
of transmittal, you will represent
to us that, among other things:
. any new notes that you
receive will be acquired
in the ordinary course of
your business,
. you have no arrangement
or understanding with any
person to participate in
the distribution of the
new notes,
. you are not our
"affiliate," as defined
in Rule 405 of the
5
Securities Act, or, if you are our
affiliate, you will comply with any
applicable registration and prospectus
delivery requirements of the
Securities Act,
. if you are not a broker-dealer, you
are not engaged in and do not intend
to engage in the distribution of the
new notes, and
. if you are a broker-dealer that will
receive new notes for your own account
in exchange for outstanding notes that
were acquired as a result of
market-making activities or other
trading activities, you will deliver a
prospectus, as required by law, in
connection with any resale of such new
notes.
Special Procedures for
Beneficial Owners.............. If you own a beneficial interest in
outstanding notes that are registered in the
name of a broker, dealer, commercial bank,
trust company or other nominee and you wish
to tender the outstanding notes in the
exchange offer, please contact the
registered holder as soon as possible and
instruct the registered holder to tender on
your behalf and to comply with our
instructions described in this prospectus.
Guaranteed Delivery Procedures.... You must tender your outstanding notes
according to the guaranteed delivery
procedures described in "The Exchange
Offer-- Guaranteed Delivery Procedures"
beginning on page 25, if any of the
following apply:
. you wish to tender your outstanding
notes but they are not immediately
available,
. you cannot deliver your outstanding
notes, the letter of transmittal or
any other required documents to the
exchange agent prior to the expiration
date, or
. you cannot comply with the applicable
procedures under DTC's automated
tender offer program prior to the
expiration date.
U.S. Federal Income
Tax Considerations............. The exchange of the outstanding notes for
new notes in the exchange offer will not be
a taxable event for U.S. federal income tax
purposes. Please read "United States Federal
Tax Consequences" on page 38.
Use of Proceeds .................. We will not receive any cash proceeds from
the issuance of new notes in the exchange
offer.
6
The Exchange Agent
We have appointed The Bank of New York as exchange agent for the
exchange offer. Please direct questions and requests for assistance, requests
for additional copies of this prospectus or of the letter of transmittal and
requests for the notice of guaranteed delivery to the exchange agent. If you are
not tendering under DTC's automated tender offer program, you should send the
letter of transmittal and any other required documents to the exchange agent as
follows:
Bank of New York
______________
By Hand or by Courier: By Mail (registered or
certified mail recommended):
The Bank of New York The Bank of New York
Corporate Trust Services Window - Ground Level Reorganization Department
101 Barclay Street 101 Barclay Street - 7E
New York, NY 10286 New York, NY 10286
By Facsimile Transmission (eligible institutions only):
Confirm by Telephone:
______________
7
Summary of Terms of the New Notes
The new notes will be freely tradeable and otherwise substantially
identical to the outstanding notes. The new notes will not have registration
rights or provisions for additional interest that the outstanding notes have.
The new notes will evidence the same debt as the outstanding notes, and the
outstanding notes and the new notes will constitute a single series of debt
under the indenture. Unless the context otherwise indicates, the term "notes"
refers to both the outstanding notes and the new notes.
Notes Offered..................... $300,000,000 principal amount of 7.125%
Senior Notes due 2009
Maturity Date..................... June 15, 2009
Credit Agency Ratings............. At the time of the issuance of the
outstanding notes, we received credit agency
ratings of BBB- (Standard & Poor's) and Baa3
(Moody's)
Interest Payment Dates............ Interest on the new notes will accrue from
June 6, 2002, and will be payable on June 15
and December 15 each year, beginning on
December 15, 2002
Optional Redemption............... The notes will be redeemable as a whole or
in part, at our option, at any time, at a
redemption price equal to the greater of (1)
the principal amount being redeemed or (2)
the sum of the present values of the
remaining scheduled payments of principal
and interest on the notes being redeemed,
discounted to the redemption date on a
semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the
Treasury Rate (as defined below under
"Description of the New Notes") plus 37.5
basis points, plus accrued and unpaid
interest on the notes to the redemption
date.
Ranking........................... The new notes:
. are unsecured and unsubordinated,
. rank equally with all of our other
existing and future unsecured and
unsubordinated debt, and
. will be structurally subordinated to all
liabilities of our subsidiaries,
including trade payables.
Restrictive Covenants............. The outstanding notes have been and the new
notes will be issued under an indenture
containing covenants for your benefit. These
covenants restrict our ability, with certain
exceptions, to:
. incur debt secured by liens, and
. engage in sale/leaseback transactions.
These covenants are described under the
heading "Description of the New Notes -
Certain Covenants of NCR" beginning on page
31.
Rights under Registration Rights
Agreement......................... If we fail to complete the exchange offer as
required by the registration rights
agreement, we may be obligated to pay
additional interest to holders of the
outstanding notes.
Absence of a Public Market
for the New Notes................. There is no existing market for the new
notes. We cannot provide any assurance
about:
8
. the liquidity of any markets that may develop for the
new notes,
. your ability to sell your new notes, or
. the prices at which you will be able to sell your new
notes.
Future trading prices of the new notes will depend on many
factors, including:
. prevailing interest rates,
. our operating results,
. ratings of the new notes, and
. the market for similar securities.
The initial purchasers of the outstanding notes have advised
us that they currently intend to make a market in the new
notes we issue in the exchange offer. Those purchasers do
not, however, have any obligation to do so, and they may
discontinue any market-making activities at any time without
notice. In addition, we do not intend to apply for listing
of the new notes on any securities exchange or for quotation
of the new notes in any automated dealer quotation system.
9
Risk Factors
You should carefully consider the risks below before making an
investment decision. The risks and uncertainties described below are not the
only ones relating to the new notes or facing NCR. Our business is subject to
certain risks and uncertainties which are described in our periodic reports
filed with the Securities and Exchange Commission, which reports are
incorporated herein by reference. Further, additional risks and uncertainties
not presently known to us or that we currently do not believe are material may
also impair our business operations. If any of the following risks actually
occurs, our business, financial condition or results of operations, and your
investment in the new notes, could be materially adversely affected.
Risks Related to the Notes and the Exchange Offer
The new notes are unsecured and unsubordinated.
The new notes will not be secured by any of our assets. In addition, the
new notes will rank equally with all of our other existing and future unsecured
and unsubordinated debt.
The new notes are structurally subordinated to all liabilities, including trade
payables, of our subsidiaries.
The new notes will be structurally subordinated to claims of creditors of
our subsidiaries (other than us), including lessors, trade creditors, taxing
authorities, creditors holding guarantees and tort claimants. In the event of a
liquidation, reorganization or similar proceeding relating to a subsidiary,
these persons generally will have priority as to the assets of that subsidiary
over our claims and equity interest and, thereby indirectly, holders of our
indebtedness, including the new notes.
The covenant restrictions in the new notes and in our other debt restrict our
operations and finances.
We and our subsidiaries are subject to operating and financial restrictions
contained in the instruments governing the new notes. Such restrictions will
affect our ability, among other things, to:
. incur indebtedness secured by liens, and
. engage in sale/leaseback transactions.
The indenture for the new notes does not significantly limit our ability to
issue more debt.
Except as described below under "Description of the New Notes - Certain
Covenants of NCR" beginning on page 31, the indenture relating to the notes will
not limit or restrict the amount of other indebtedness or securities that may be
issued by us or our subsidiaries.
If you do not properly tender your outstanding notes, you will continue to hold
unregistered outstanding notes and your ability to transfer outstanding notes
will remain restricted and may be adversely affected.
We will only issue new notes in exchange for outstanding notes that you
timely and properly tender. Therefore, you should allow sufficient time to
ensure timely delivery of the outstanding notes and you should carefully follow
the instructions on how to tender your outstanding notes. Neither we nor the
exchange agent is required to tell you of any defects or irregularities with
respect to your tender of outstanding notes.
If you do not exchange your outstanding notes for new notes pursuant to
the exchange offer, the outstanding notes you hold will continue to be subject
to the existing transfer restrictions. In general, you may not offer or sell the
outstanding notes except under an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities laws. We do not
plan to register outstanding notes under the Securities Act unless our
registration rights agreement with the initial purchasers of the outstanding
notes requires us to do so. Further, if you continue to hold any outstanding
notes after the exchange offer is consummated, you may have trouble selling them
because there will be fewer outstanding notes outstanding.
10
If an active trading market does not develop for the new notes, you may be
unable to sell the new notes or to sell the new notes at a price that you deem
sufficient.
The new notes will be new securities for which there is no established
trading market. Although we have registered the new notes under the Securities
Act, we do not intend to apply for listing of the new notes on any securities
exchange or for quotation of the new notes in any automated dealer quotation
system. In addition, the initial purchasers of the outstanding notes have
advised us that they intend to make a market in the new notes, as permitted by
applicable laws and regulations; however, the initial purchasers are not
obligated to make a market in the new notes, and they may discontinue their
market-making activities at any time without notice. Therefore, we cannot assure
you that an active market for the new notes will develop or, if developed, that
it will continue. Historically, the market for noninvestment grade debt has been
subject to disruptions that have caused substantial volatility in the prices of
securities similar to the new notes. We cannot assure you that the market, if
any, for the new notes will be free from similar disruptions or that any such
disruptions may not adversely affect the prices at which you may sell your
notes. In addition, subsequent to their initial issuance, the new notes may
trade at a discount from their initial offering price, depending upon prevailing
interest rates, the market for similar notes, our performance and other factors.
Finally, if a large number of holders of outstanding notes do not tender
outstanding notes or tender outstanding notes improperly, the limited amount of
new notes that would be issued and outstanding after we consummate the exchange
offer could adversely affect the development of a market for the new notes.
11
Private Placement
On June 6, 2002, we issued the 7.125% Senior Notes due 2009 with an
outstanding principal amount of $300,000,000. The notes were issued to the
initial purchasers at the price of 99.486% of the principal amount.
We issued the outstanding notes to the initial purchasers in
transactions exempt from or not subject to registration under the Securities
Act. The initial purchasers then offered and resold the notes to qualified
institutional buyers and non-U.S. persons to such purchasers at a price of 100%
of the principal amount of those notes.
We received aggregate net proceeds of approximately $296,000,000 after
expenses from the sale of the outstanding notes. We used those proceeds to repay
a portion of our short-term borrowings and for general corporate purposes.
Use of Proceeds
We will not receive any cash proceeds from the issuance of the new
notes. In consideration for issuing the new notes, we will receive in exchange a
like principal amount of outstanding notes. The outstanding notes surrendered in
exchange for the new notes will be retired and canceled and cannot be reissued.
Accordingly, issuance of the new notes will not result in any change in our
capitalization.
12
Capitalization
The following table sets forth at June 30, 2002 our cash, cash
equivalents and short-term investments, short-term borrowings and total
long-term debt and stockholders' equity on an actual basis. As the sale of the
outstanding notes was completed on June 6, 2002, this table gives effect to the
issuance of the notes and for an increase in cash, cash equivalents and
short-term investments pending the application of the remaining net proceeds as
described under "Use of Proceeds." The table should be read in conjunction with
our condensed consolidated financial statements and the notes to our condensed
consolidated financial statements incorporated by reference into this
prospectus, as well as "Use of Proceeds."
At June 30, 2002
----------------
(in millions,
except per
share amounts)
Cash, cash equivalents and short-term investments ......................................... $ 569
=======
Short-term borrowings ..................................................................... $ 12
=======
Long-term debt:
7.125% Senior Notes due 2009 ....................................................... $ 300
Other .............................................................................. 6
-------
Total long-term debt ...................................................................... 306
-------
Stockholders' equity:
Preferred stock, par value $0.01 per share, 100.0 shares authorized, no shares
issued and outstanding ......................................................... --
Common stock, par value $0.01 per share, 500.0 shares authorized, 100.5
shares issued and outstanding .................................................. 1
Paid-in capital .................................................................. 1,242
Retained earnings ................................................................ 543
Accumulated other comprehensive loss ............................................. (60)
-------
Total stockholders' equity ................................................................ 1,726
-------
Total long-term debt and stockholders' equity .................................... $ 2,032
=======
13
Selected Financial Data
The selected financial data set forth below at December 31 and for each
of the five years in the period ended December 31, 2001, have been derived from
our audited consolidated financial statements. The selected financial data at
June 30, 2002 and June 30, 2001, and for the six-month periods then ended have
been derived from our unaudited condensed consolidated financial statements and,
in the opinion of our management, include all adjustments (consisting only of
normal recurring adjustments) necessary to present fairly the information set
forth therein. The following selected financial data should be read in
conjunction with the information contained in our consolidated financial
statements and the notes to our consolidated financial statements incorporated
by reference into this prospectus.
Six Months
Ended June 30, Year Ended December 31,
--------------------- ----------------------------------------------------
2002/(1)/ 2001/(2)/ 2001/(3)/ 2000/(4)/ 1999/(5)/ 1998/(6)/ 1997
---------- --------- ---------- --------- ---------- ---------- ------
(dollars in millions)
Statement of Income Data:
Product revenue .......................... $ 1,322 $ 1,464 $ 3,048 $ 3,178 $ 3,290 $ 3,641 $ 3,709
Service revenue .......................... 1,305 1,411 2,869 2,781 2,906 2,864 2,880
--------- -------- -------- -------- --------- --------- ---------
Total revenue ........................ 2,627 2,875 5,917 5,959 6,196 6,505 6,589
--------- -------- -------- -------- --------- --------- ---------
Cost of products ......................... 848 937 1,947 2,000 2,099 2,380 2,528
Cost of services ......................... 1,028 1,065 2,176 2,092 2,207 2,203 2,187
Selling, general and administrative
expenses .............................. 574 680 1,315 1,329 1,471 1,460 1,510
Research and development expenses ........ 117 153 293 333 341 360 383
--------- -------- -------- -------- --------- --------- ---------
Total operating expenses ............. 2,567 2,835 5,731 5,754 6,118 6,403 6,608
--------- -------- -------- -------- --------- --------- ---------
Income (loss) from operations ............ 60 40 186 205 78 102 (19)
Interest expense ......................... 6 10 18 13 12 13 15
Other expense (income), net .............. 12 3 44 (83) (169) (123) (61)
--------- -------- -------- -------- --------- --------- ---------
Income (loss) before income taxes and
cumulative effect of accounting
change ................................. 42 27 124 275 235 212 27
Income tax expense (benefit) ............ 12 (129) (97) 97 (102) 90 20
--------- -------- -------- -------- --------- --------- ---------
Income before cumulative effect of
accounting change ...................... 30 156 221 178 337 122 7
Cumulative effect of accounting
change, net of tax ..................... (348) (4) (4) -- -- -- --
--------- -------- -------- -------- --------- --------- ---------
Net income ............................... $ (318) $ 152 $ 217 $ 178 $ 337 $ 122 $ 7
========= ======== ======== ======== ========= ========= =========
Balance Sheet Data (at period end):
Cash, cash equivalents and short-term
investments ............................ $ 569 $ 327 $ 336 $ 357 $ 763 $ 514 $ 1,129
Total assets ............................. 4,866 4,777 4,855 5,106 4,895 4,892 5,376
Total debt ............................... 318 143 148 107 77 83 94
Total stockholders' equity ............... 1,726 1,968 2,027 1,758 1,596 1,447 1,353
Other Data:
Adjusted EBITDA/(7)/ ..................... $ 222 $ 288 $ 650 $ 625 $ 558 $ 513 $ 364
Capital expenditures ..................... 44 89 141 216 187 205 194
Ratio of earnings to fixed charges/(8)/ .. 3.4x 2.3x 3.8x 7.6x 6.3x 6.6x 1.6x
14
---------
(1) Net income for 2002 includes the cumulative impact of adopting
Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" (SFAS 142), resulting in a non-cash charge
from goodwill impairment of $348 million ($350 million before tax).
This charge is discussed in more detail in the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 2002, which is
incorporated by reference into this prospectus.
(2) Income from operations for the first half of 2001 includes a $39
million provision for loans and receivables with Credit Card Center
(CCC), $4 million of integration costs related to acquisitions, and $32
million of goodwill amortization which would otherwise be excluded with
the adoption of SFAS 142 in 2002. Net income for the first half of 2001
includes the after-tax impacts of the aforementioned items, as well as
a $1 million provision for interest receivables with CCC, a $138
million tax benefit from the resolution of international income tax
issues, a $4 million cumulative effect of adopting SFAS 133, and $4
million of additional goodwill amortization. Excluding these items,
income from operations and net income for the first half of 2001 would
have been $115 million and $80 million, respectively.
(3) Income from operations for 2001 includes a $39 million provision for
loans and receivables with CCC and $9 million of integration costs
related to acquisitions. Net income for 2001 includes the after-tax
impacts of a $39 million provision for loans and receivables with CCC,
$9 million of integration costs related to acquisitions, $40 million
for a charge associated with an environmental matter, a $1 million
provision for interest receivables with CCC, a $138 million tax benefit
from the resolution of international income tax issues and a $4 million
cumulative effect of adopting SFAS 133. Excluding these items, the 2001
income from operations and net income would have been $234 million and
$142 million, respectively.
(4) Income from operations for 2000 includes $38 million for restructuring
and other related charges, $25 million for in-process research and
development charges related to acquisitions, and $2 million for
integration costs related to acquisitions. Excluding these items, the
2000 income from operations and net income would have been $270 million
and $229 million, respectively.
(5) Income from operations for 1999 includes $125 million for restructuring
and other related charges. Net income for 1999 includes the after-tax
impacts of $125 million for restructuring and other related charges,
$98 million of gains from significant asset dispositions and $232
million of favorable impact from a tax valuation allowance release.
Excluding these items, the 1999 income from operations and net income
would have been $203 million and $162 million, respectively.
(6) Income from operations for 1998 includes a $50 million non-recurring
pension charge. Net income for 1998 includes the after-tax impacts of
$50 million for a non-recurring pension charge and a $55 million
significant gain from an asset disposition. Excluding these items, the
1998 income from operations and net income would have been $152 million
and $119 million, respectively.
(7) Adjusted EBITDA is defined as income from operations plus that portion
of depreciation and amortization included in operating income, and
excluding the special items in income from operations described in
footnotes (1) through (5) above. EBITDA is presented because it is
commonly used by certain investors and analysts to analyze a company's
ability to service debt. However, others may define EBITDA differently.
EBITDA is not a measure of financial performance under generally
accepted accounting principles and should not be considered an
alternative to operating income or net income as a measure of operating
performance or to net cash provided by operating activities as a
measure of liquidity.
(8) In calculating the ratio of earnings to fixed charges, earnings consist
of income before tax plus fixed charges. Fixed charges consist of
interest expense (which includes debt issuance costs) and one-third of
rental expense, which we deem to be a reasonable estimate of the
portion of our rental expense that is attributable to interest.
15
About NCR Corporation
We are a worldwide provider of information technology solutions. Our
solutions are designed to enable businesses to build, expand and enhance their
relationships with their customers by facilitating transactions and transforming
transaction data into useful business information. Our customers include the
world's top 10 retailers, 7 of the world's top 10 telecommunications companies,
6 of the world's top airlines, and the world's top technology companies and
leading banks.
Our Retail Store Automation and Financial Self Service solutions enable
companies to capture and process transaction-based information through our
offerings at customer interaction points, such as point-of-sale workstations,
automated-teller machines and web-enabled kiosks. In addition, our Data
Warehousing solutions transform transaction-based information into knowledge,
permitting businesses to respond with programs designed to improve customer
acquisition, retention and profitability. These solutions are built on a
foundation of long-established industry knowledge and consulting expertise, a
range of hardware technology, value-adding software, global customer support
services, and a complete line of consumable and media products.
Business Segments
We are organized into two operating businesses--the Retail and
Financial Group and the Teradata Division. Our Retail and Financial Group
includes the following four segments: Financial Self Service, Retail Store
Automation, Systemedia, and Payment and Imaging solutions. The Teradata Division
is comprised of our Data Warehousing segment. Each segment is comprised of
hardware, software, professional consulting services and customer support
services.
Financial Self Service Solutions. We are the world's leading provider
of ATMs and related software and services that are designed to process high
volumes of consumer transactions quickly and reliably. Our Financial Self
Service solutions incorporate advanced features such as web-enablement,
automated check cashing and deposit, bill payment, and the sale of non-cash
items, enabling businesses to reduce costs, generate new revenue streams and
build customer loyalty. For the twelve months ended December 31, 2001, this
segment recorded $1.62 billion in revenue, including $479 million of customer
services maintenance, or 27% of our total revenue.
Retail Store Automation Solutions. Our Retail Store Automation
solutions include traditional retail solutions such as point-of-sale
workstations and scanners, as well as advanced solutions in the emerging areas
of self-checkout technologies, web-enabled kiosks and electronic shelf labels.
These solutions are designed to improve selling productivity and checkout
processes, and to increase service levels for retailers. For the twelve months
ended December 31, 2001, this segment recorded $1.27 billion in revenue,
including $438 million of customer services maintenance, or 21 % of our total
revenue.
Data Warehousing Solutions. Our Data Warehousing solutions are built on
our advanced Teradata data warehouse and data mining software and complemented
by customer relationship management applications. These complex solutions help
businesses, across a multitude of industries, synthesize large volumes of
information about customers, suppliers and partners, allowing them to make the
right decisions to drive growth and profitability. For example, one of our major
airline customers uses a Teradata data warehouse to help its front-line agents
decide which passengers will be assigned the remaining seats on an overbooked
flight by examining the purchasing history and profitability of the remaining
ticketed passengers in a matter of seconds. For the twelve months ended December
31, 2001, this segment recorded $1.15 billion in revenue, including $192 million
of customer services maintenance, or 19% of our total revenue.
Systemedia. Systemedia develops, produces and markets a complete line
of business consumables. These products include paper rolls for ATMs and
point-of-sale workstations, labels, paper products, and imaging supplies for
printers. Systemedia products are designed to reduce paper-related failures and
enable businesses to improve transaction accuracy while reducing overall costs.
For the twelve months ended December 31, 2001, this segment recorded $503
million in revenue, or 9% of our total revenue.
16
Payment and Imaging. Our Payment and Imaging solutions consist of
hardware, software, and consulting and support services that enable
comprehensive check and item-based transactions to be digitally captured,
processed and retained within a flexible, scalable environment. Payment and
Imaging solutions utilize advanced image recognition and workflow technologies
to automate item processing, helping financial industry businesses increase
efficiency and reduce operating costs. For the twelve months ended December 31,
2001, this segment recorded $301 million in revenue, or 5% of our total revenue.
Objectives and Strategy
Our top strategic priorities are to grow our revenues and to focus on
expense reduction and operational excellence. Our objectives supporting these
three strategic priorities include:
Revenue Growth. Our Retail and Financial Group plans to grow revenue by
using new products and services to expand under-served markets, focusing on
geographic expansion to reach new customers and countries, selling more
solutions to existing customers, and utilizing new sales channels. The Teradata
Division plans to grow revenue through new customers and data warehousing
upgrades for existing customers. We plan to add new Teradata customers by
demonstrating (1) a powerful return on investment for leading global businesses
and (2) the cost reduction strategy of implementing an enterprise data warehouse
to replace an existing data mart configuration. We also expect to obtain new
data warehouse business by upgrading existing customers' data warehouses to
solve additional business problems.
Margin Improvement. Our Retail and Financial Group is focused on
reducing product costs through product redesign, procurement initiatives, and
resource shifts, as well as increasing productivity through process improvement
actions. Our Teradata Division is leveraging its significant achievement in
2001--driving operational excellence and cost discipline throughout the
organization to lower its break-even point. As a result, this division expects
to meet its goal of profitability for the full year 2002.
Operational Excellence. We are continuously working to improve our
processes, especially when they impact our customers and their perception of us
as a world-class solutions provider. This effort includes initiatives relating
to fulfillment processes, installation and service delivery times, and project
management, among other things.
Our History
We were originally established in 1884 as a cash register manufacturer
and have evolved through the mechanical era to the electronic era to the digital
era. In 1991, we were acquired by AT&T Corp. and then later spun-off at the end
of 1996 and became a public company through a distribution of our stock to
existing AT&T stockholders. Since that time, we have transformed ourselves from
a loss-generating commodity hardware provider into a profitable solutions
company.
We are a Maryland corporation with operations in over 100 countries.
Our principal executive offices are at 1700 S. Patterson Boulevard, Dayton,
Ohio, 45479, and our telephone number is (937) 445-5000.
17
The Exchange Offer
Purpose of the Exchange Offer
In connection with the sale of the outstanding notes, we entered into a
registration rights agreement with the initial purchasers of the outstanding
notes. In this agreement, we agreed to file a registration statement relating to
an offer to exchange the outstanding notes for new notes. We also agreed to use
commercially reasonable efforts to complete the exchange offer within 200 days
after the issue date of those notes. We are offering the new notes under this
prospectus to satisfy our obligations under the registration rights agreement.
Resale of New Notes
Based on interpretations of the SEC staff in no-action letters issued to
third parties, we believe that each new note issued in the exchange offer may be
offered for resale, resold and otherwise transferred by you without compliance
with the registration and prospectus delivery provisions of the Securities Act
if:
. you are not our "affiliate" within the meaning of Rule 405 under the
Securities Act,
. you acquire such new notes in the ordinary course of your business,
and
. you do not intend to participate in the distribution of the new notes.
If you tender your outstanding notes in the exchange offer with the
intention of participating in any manner in a distribution of the new notes,
you:
. cannot rely on such interpretations by the SEC staff, and
. must comply with the registration and prospectus delivery requirements
of the Securities Act in connection with a secondary resale
transaction.
Unless an exemption from registration is otherwise available, the resale by
any securityholder intending to distribute new notes should be covered by an
effective registration statement under the Securities Act containing the selling
securityholder's information required by Item 507 of Regulation S-K under the
Securities Act. This prospectus may be used for an offer to resell, resale or
other retransfer of new notes only as specifically described in this prospectus.
Only those broker-dealers that acquired the outstanding notes as a result of
market-making activities or other trading activities may participate in the
exchange offer.
We believe that you may not transfer new notes issued in the exchange offer
in exchange for the outstanding notes if you are:
. our "affiliate" within the meaning of Rule 405 under the Securities
Act,
. a broker-dealer that acquired outstanding notes directly from us, or
. a broker-dealer that acquired outstanding notes as a result of
market-making or other trading activities without compliance with the
registration and prospectus delivery provisions of the Securities Act.
To date, the staff of the SEC has taken the position that participating
broker-dealers may fulfill their prospectus delivery requirements with respect
to transactions involving an exchange of notes such as this exchange offer,
other than a resale of an unsold allotment from the original sale of the
outstanding notes, with the prospectus contained in the exchange offer
registration statement. In the registration rights agreement, we have agreed to
permit participating broker-dealers to use this prospectus in connection with
the resale of new notes. We have agreed that, for a period of up to 180 days
after the expiration of the exchange offer, we will make this prospectus, and
any amendment or supplement to this prospectus, available to any broker-dealer
that requests such documents in the letter of transmittal.
18
We will not receive any proceeds from any sale of new notes by
broker-dealers. New notes received by broker-dealers for their own account in
the exchange offer may be sold from time to time in one or more transactions in
the over-the-counter market:
. in negotiated transactions,
. through the writing of options on the new notes, or
. a combination of such methods of resale.
The prices at which these sales occur may be:
. at market prices prevailing at the time of resale,
. at prices related to such prevailing market prices, or
. at negotiated prices.
Any such resale may be made directly to purchasers or to or through brokers
or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such new notes.
Any broker-dealer that resells new notes that it received for its own account in
the exchange offer and any broker or dealer that participates in a distribution
of new notes may be deemed to be an "underwriter" within the meaning of the
Securities Act. Any profit on any resale of new notes and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation. The letter of transmittal states that, by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
Terms of the Exchange Offer
Upon the terms and subject to the conditions described in this prospectus
and in the letter of transmittal, we will accept for exchange any outstanding
notes properly tendered and not withdrawn prior to the expiration date. We will
issue $1,000 principal amount of new notes in exchange for each $1,000 principal
amount of outstanding notes surrendered under the exchange offer. Outstanding
notes may be tendered only in integral multiples of $1,000.
The exchange offer is not conditioned upon any minimum aggregate principal
amount of outstanding notes being tendered for exchange or upon the consummation
of any other exchange offer.
As of the date of this prospectus, $300,000,000 aggregate principal amount
of the outstanding notes are outstanding. This prospectus and the letter of
transmittal are being sent to all registered holders of outstanding notes. There
will be no fixed record date for determining registered holders of outstanding
notes entitled to participate in the exchange offer.
We intend to conduct the exchange offer in accordance with the provisions
of the registration rights agreement, the applicable requirements of the
Securities Act and the Securities Exchange Act of 1934 and the rules and
regulations of the SEC. Outstanding notes that are not tendered for exchange in
the exchange offer:
. will remain outstanding,
. will continue to accrue interest,
. will be entitled to the rights and benefits that holders have under
the indenture relating to the notes, and
19
. will no longer be entitled to any further rights under the
registration rights agreement, except under limited circumstances.
We will be deemed to have accepted for exchange properly tendered
outstanding notes when we have given oral or written notice of the acceptance to
the exchange agent and complied with the applicable provisions of the
registration rights agreement. The exchange agent will act as agent for the
tendering holders for the purposes of receiving the new notes from us.
If you tender outstanding notes in the exchange offer, you will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the letter of transmittal, transfer taxes with respect to the exchange of
outstanding notes. We will pay all charges and expenses in connection with the
exchange offer, other than certain applicable taxes described below, and certain
incidental expenses. It is important that you read the section labeled "--Fees
and Expenses" for more details about fees and expenses incurred in the exchange
offer.
We will return any outstanding notes that we do not accept for exchange for
any reason without expense to the tendering holder as promptly as practicable
after the expiration or termination of the exchange offer.
Expiration Date
Each exchange offer will expire at 5:00 p.m., New York City time, on ,
2002, unless in our sole discretion we extend it.
Extensions, Delay in Acceptance, Termination or Amendment
We expressly reserve the right, at any time or at various times, to extend
the period of time during which the exchange offer is open. During any such
extensions, all outstanding notes you have previously tendered will remain
subject to the exchange offer, and we may accept them for exchange.
To extend the exchange offer, we will notify the exchange agent orally or
in writing of any extension. We also will make a public announcement of the
extension no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date.
If any of the conditions described below under "--Conditions to the
Exchange Offer" have not been satisfied, we reserve the right, in our sole
discretion:
. to delay accepting for exchange any outstanding notes,
. to extend the exchange offer, or
. to terminate the exchange offer.
We will give oral or written notice of such delay, extension or termination
to the exchange agent. Subject to the terms of the registration rights
agreement, we also reserve the right to amend the terms of the exchange offer in
any manner.
Any such delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by oral or written notice thereof to the
registered holders of outstanding notes. If we amend the exchange offer in a
manner that we determine to constitute a material change, we will promptly
disclose that amendment by means of a prospectus supplement. We will distribute
the supplement to the registered holders of the outstanding notes. Depending
upon the significance of the amendment and the manner of disclosure to the
registered holders, we will extend the exchange offer if the exchange offer
would otherwise expire during such period.
Without limiting the manner in which we may choose to make public
announcements of any delay in acceptance, extension, termination or amendment of
the exchange offer, we have no obligation to publish, advertise
20
or otherwise communicate any such public announcement, other than by making a
timely release to an appropriate news agency.
Conditions to the Exchange Offer
Despite any other term of the exchange offer, we will not be required to
accept for exchange, or exchange any new notes for, any outstanding notes, and
we may terminate the exchange offer as provided in this prospectus before
accepting any outstanding notes for exchange, if in our reasonable judgment:
. the exchange offer, or the making of any exchange by a holder of
outstanding notes, would violate applicable law or any applicable
interpretation of the staff of the SEC, or
. any action or proceeding has been instituted or threatened in any
court or by or before any governmental agency with respect to the
exchange offer that, in our judgment, would reasonably be expected to
impair our ability to proceed with the exchange offer.
In addition, we will not be obligated to accept for exchange the
outstanding notes of any holder that has not made to us:
. the representations described under "--Resale of New Notes" and
"--Procedures for Tendering" and
. such other representations as may be reasonably necessary under
applicable SEC rules, regulations or interpretations to make available
to us an appropriate form for registering the new notes under the
Securities Act.
We expressly reserve the right to amend or terminate the exchange offer,
and to reject for exchange any outstanding notes not previously accepted for
exchange, upon the occurrence of any of the conditions to the exchange offer
specified above. We will give oral or written notice of any extension,
amendment, non-acceptance or termination to the holders of the outstanding notes
as promptly as practicable.
These conditions are for our sole benefit, and we may assert them or waive
them in whole or in part at any time or at various times in our sole discretion.
Our failure at any time to exercise any of these rights will not mean that we
have waived our rights. Each right will be deemed an ongoing right that we may
assert at any time or at various times.
In addition, we will not accept for exchange any outstanding notes
tendered, and will not issue new notes in exchange for any such outstanding
notes, if at such time any stop order has been threatened or is in effect with
respect to the registration statement of which this prospectus constitutes a
part or the qualification of the indenture relating to the notes under the Trust
Indenture Act of 1939.
Procedures for Tendering
How to Tender Generally
Only a holder of outstanding notes may tender such outstanding notes in the
exchange offer. To tender in the exchange offer, a holder must:
. complete, sign and date the letter of transmittal or a facsimile of
the letter of transmittal; have the signature on the letter of
transmittal guaranteed if the letter of transmittal so requires; mail
or deliver the letter of transmittal or facsimile to the exchange
agent prior to the expiration date; and deliver the outstanding notes
to the exchange agent prior to the expiration date or comply with the
guaranteed delivery procedures described below, or
. comply with the automated tender offer program procedures of DTC, as
discussed below.
21
In addition, either:
. the exchange agent must receive outstanding notes along with the
letter of transmittal,
. the exchange agent must receive, prior to the expiration date, a
timely confirmation of book-entry transfer of such outstanding notes
into the exchange agent's account at DTC according to the procedure
for book-entry transfer described below or a properly transmitted
agent's message, or
. the holder must comply with the guaranteed delivery procedures
described below.
To be tendered effectively, the exchange agent must receive any physical
delivery of the letter of transmittal and other required documents at its
address provided above under "Prospectus Summary--The Exchange Agent" prior to
the expiration date.
To complete a tender through DTC's automated tender offer program, the
exchange agent must receive, prior to the expiration date, a timely confirmation
of book-entry transfer of such outstanding notes into the exchange agent's
account at DTC according to the procedure for book-entry transfer described
below or a properly transmitted agent's message.
The tender by a holder that is not withdrawn prior to the expiration date
and our acceptance of that tender will constitute an agreement between the
holder and us in accordance with the terms and subject to the conditions
described in this prospectus and in the letter of transmittal.
The method of delivery of outstanding notes, the letter of transmittal and
all other required documents to the exchange agent is at your election and risk.
Rather than mail these items, we recommend that you use an overnight or hand
delivery service. In all cases, you should allow sufficient time to assure
delivery to the exchange agent before the expiration date. You should not send
the letter of transmittal or outstanding notes to us. You may request your
broker, dealer, commercial bank, trust company or other nominee to effect the
above transactions for you.
How to Tender If You Are a Beneficial Owner
Beneficial owners of outstanding notes that are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee wishing to
tender those notes should contact the registered holder as soon as possible and
instruct the registered holder to tender on your behalf. Beneficial owners who
wish to tender on their own behalf must, prior to completing and executing the
letter of transmittal and delivering their outstanding notes, either:
. make appropriate arrangements to register ownership of the outstanding
notes in their name, or
. obtain a properly completed bond power from the registered holder of
outstanding notes.
The transfer of registered ownership may take considerable time and may not
be completed prior to the expiration date.
Signatures and Signature Guarantees
You must have signatures on a letter of transmittal or a notice of
withdrawal described below guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
(NASD) a commercial bank or trust company having an office or correspondent in
the United States, or an "eligible guarantor institution" within the meaning of
Rule 17Ad-15 under the Securities Exchange Act of 1934, that is a member of one
of the recognized signature guarantee programs identified in the letter of
transmittal, unless the outstanding notes are tendered:
22
. by a registered holder who has not completed the box entitled "Special
Issuance Instructions" or "Special Delivery Instructions" on the
letter of transmittal and the new notes are being issued directly to
the registered holder of the outstanding notes tendered in the
exchange for those new notes
. for the account of a member firm of a registered national securities
exchange or of the NASD, a commercial bank or trust company having an
office or correspondent in the United States, or an eligible guarantor
institution.
When Endorsements or Bond Powers Are Needed
If a person other than the registered holder of any outstanding notes signs
the letter of transmittal, the outstanding notes must be endorsed or accompanied
by a properly completed bond power. The bond power must be signed by the
registered holder as the registered holder's name appears on the outstanding
notes and a member firm of a registered national securities exchange or of the
NASD, a commercial bank or trust company having an office or correspondent in
the United States, or an eligible guarantor institution must guarantee the
signature on the bond power.
If the letter of transmittal or any outstanding notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, those persons should so indicate when signing. Unless we waive this
requirement, they also must submit evidence satisfactory to us of their
authority to deliver the letter of transmittal.
Tendering Through DTC's Automated Tender Offer Program
The exchange agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may use DTC's automated tender offer
program to tender. Participants in the program may, instead of physically
completing and signing the letter of transmittal and delivering it to the
exchange agent, transmit their acceptance of the exchange offer electronically.
They may do so by causing DTC to transfer the outstanding notes to the exchange
agent in accordance with its procedures for transfer. DTC will then send an
agent's message to the exchange agent.
An "agent's message" is a message transmitted by DTC to and received by the
exchange agent and forming part of the book-entry confirmation, stating that:
. DTC has received an express acknowledgment from a participant in DTC's
automated tender offer program that is tendering outstanding notes
that are the subject of such book-entry confirmation,
. the participant has received and agrees to be bound by the terms of
the letter of transmittal or, in the case of an agent's message
relating to guaranteed delivery, the participant has received and
agrees to be bound by the applicable notice of guaranteed delivery,
and
. we may enforce the agreement against such participant.
Determinations Under the Exchange Offer
We will determine in our sole discretion all questions as to the validity,
form, eligibility, time of receipt, acceptance of tendered outstanding notes and
withdrawal of tendered outstanding notes. Our determination will be final and
binding. We reserve the absolute right to reject any outstanding notes not
properly tendered or any outstanding notes our acceptance of which, in the
opinion of our counsel, might be unlawful. We also reserve the right to waive
any defects, irregularities or conditions of the exchange offer as to particular
outstanding notes. Our interpretation of the terms and conditions of the
exchange offer, including the instructions in the letter of transmittal, will be
final and binding on all parties.
Unless waived, any defects or irregularities in connection with tenders of
outstanding notes must be cured within such time as we determine. Neither we,
the exchange agent nor any other person will be under any duty to
23
give notification of defects or irregularities with respect to tenders of
outstanding notes, nor will we or those persons incur any liability for failure
to give such notification. Tenders of outstanding notes will not be deemed made
until such defects or irregularities have been cured or waived. Any outstanding
notes received by the exchange agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned to the tendering holder, unless otherwise provided in the letter of
transmittal, as soon as practicable following the expiration date.
When We Will Issue New Notes
In all cases, we will issue new notes for outstanding notes that we have
accepted for exchange in the exchange offer only after the exchange agent timely
receives:
. outstanding notes or a timely book-entry confirmation of such
outstanding notes into the exchange agent's account at DTC, and
. a properly completed and duly executed letter of transmittal and all
other required documents or a properly transmitted agent's message.
Return of Outstanding Notes Not Accepted or Exchanged
If we do not accept any tendered outstanding notes for exchange for any
reason described in the terms and conditions of the exchange offer or if
outstanding notes are submitted for a greater principal amount than the holder
desires to exchange, we will return the unaccepted or non-exchanged outstanding
notes without expense to the tendering holder. In the case of outstanding notes
tendered by book-entry transfer into the exchange agent's account at DTC
according to the procedures described below, such non-exchanged outstanding
notes will be credited to an account maintained with DTC. These actions will
occur as promptly as practicable after the expiration or termination of the
exchange offer.
Your Representations to Us
By signing or agreeing to be bound by the letter of transmittal, you will
represent to us that, among other things:
. any new notes that you receive will be acquired in the ordinary course
of your business,
. you have no arrangement or understanding with any person to
participate in the distribution of the new notes,
. you are not our "affiliate," as defined in Rule 405 under the
Securities Act, or, if you are our affiliate, that you will comply
with the applicable registration and prospectus delivery requirements
of the Securities Act,
. if you are not a broker-dealer, you are not engaged in and do not
intend to engage in the distribution of the new notes, and
. if you are a broker-dealer that will receive new notes for your own
account in exchange for outstanding notes that you acquired as a
result of market-making activities or other trading activities, you
will deliver a prospectus, as required by law, in connection with any
resale of such new notes.
Book-Entry Transfer
The exchange agent will make a request to establish an account with respect
to the outstanding notes at DTC for purposes of the exchange offer promptly
after the date of this prospectus. Any financial institution participating in
DTC's system may make book-entry delivery of outstanding notes by causing DTC to
transfer such outstanding notes into the exchange agent's account at DTC in
accordance with DTC's procedures for transfer. If
24
you are unable to deliver confirmation of the book-entry tender of your
outstanding notes into the exchange agent's account at DTC or all other
documents required by the letter of transmittal to the exchange agent on or
prior to the expiration date, you must tender your outstanding notes according
to the guaranteed delivery procedures described below.
Guaranteed Delivery Procedures
If you wish to tender your outstanding notes but they are not immediately
available or if you cannot deliver your outstanding notes, the letter of
transmittal or any other required documents to the exchange agent or comply with
the applicable procedures under DTC's automated tender offer program prior to
the expiration date, you may tender if:
. the tender is made through a member firm of a registered national
securities exchange or of the NASD, a commercial bank or trust company
having an office or correspondent in the United States, or an eligible
guarantor institution,
. prior to the expiration date, the exchange agent receives from such
member firm of a registered national securities exchange or of the
NASD, commercial bank or trust company having an office or
correspondent in the United States, or eligible guarantor institution
either a properly completed and duly executed notice of guaranteed
delivery by facsimile transmission, mail or hand delivery or a
properly transmitted agent's message and notice of guaranteed
delivery:
. stating your name and address, the registered number(s) of
your outstanding notes and the principal amount of
outstanding notes tendered,
. stating that the tender is being made thereby,
. guaranteeing that, within three New York Stock Exchange
trading days after the expiration date, the letter of
transmittal or facsimile thereof or agent's message in lieu
thereof, together with the outstanding notes or a book-entry
confirmation, and any other documents required by the letter
of transmittal will be deposited by the eligible guarantor
institution with the exchange agent, and
. the exchange agent receives such properly completed and executed
letter of transmittal or facsimile or agent's message, as well as all
tendered outstanding notes in proper form for transfer or a book-entry
confirmation, and all other documents required by the letter of
transmittal, within three New York Stock Exchange trading days after
the expiration date.
Upon request to the exchange agent, the exchange agent will send a notice
of guaranteed delivery to you if you wish to tender your outstanding notes
according to the guaranteed delivery procedures described above.
Withdrawal of Tenders
Except as otherwise provided in this prospectus, you may withdraw your
tender at any time prior to 5:00 p.m., New York City time, on the expiration
date (unless previously accepted for exchange).
For a withdrawal to be effective:
. the exchange agent must receive a written notice of withdrawal at one
of the addresses listed above under "Prospectus Summary--The Exchange
Agent," or
. the withdrawing holder must comply with the appropriate procedures of
DTC's automated tender offer program system.
Any notice of withdrawal must:
25
. specify the name of the person who tendered the outstanding notes to
be withdrawn,
. identify the outstanding notes to be withdrawn, including the
registration number or numbers and the principal amount of such
outstanding notes,
. be signed by the person who tendered the outstanding notes in the same
manner as the original signature on the letter of transmittal used to
deposit those outstanding notes (or be accompanied by documents of
transfer sufficient to permit the trustee to register the transfer
into the name of the person withdrawing the tender), and
. specify the name in which such outstanding notes are to be registered,
if different from that of the person who tendered the outstanding
notes.
If outstanding notes have been tendered under the procedure for book-entry
transfer described above, any notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawn outstanding notes
and otherwise comply with the procedures of DTC.
We will determine all questions as to the validity, form, eligibility and
time of receipt of notice of withdrawal, and our determination shall be final
and binding on all parties. We will deem any outstanding notes so withdrawn not
to have been validly tendered for exchange for purposes of the exchange offer.
Any outstanding notes that have been tendered for exchange but that are not
exchanged for any reason will be returned to their holder without cost to the
holder or, in the case of outstanding notes tendered by book-entry transfer into
the exchange agent's account at DTC according to the procedures described above,
such outstanding notes will be credited to an account maintained with DTC for
the outstanding notes. This return or crediting will take place as soon as
practicable after withdrawal, rejection of tender or termination of the exchange
offer. You may retender properly withdrawn outstanding notes by following one of
the procedures described under "--Procedures for Tendering" above at any time on
or prior to the expiration date.
Fees and Expenses
We will bear the expenses of soliciting tenders. The principal solicitation
is being made by mail; however, we may make additional solicitation by
facsimile, email, telephone or in person by our officers and regular employees
and those of our affiliates.
We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to broker-dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and reimburse it for its related
reasonable out-of-pocket expenses. We may also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this prospectus, letters of transmittal
and related documents to the beneficial owners of the outstanding notes and in
handling or forwarding tenders for exchange.
We will pay certain expenses to be incurred in connection with the exchange
offer or, if necessary, the shelf registration statement. They include:
. SEC registration fees,
. fees and expenses of the exchange agent and trustee,
. certain accounting and legal fees as well as printing costs, and
. certain related fees and expenses.
Transfer Taxes
26
We will pay all transfer taxes, if any, applicable to the exchange of
outstanding notes in the exchange offer. The tendering holder will, however, be
required to pay any transfer taxes, whether imposed on the registered holder or
any other person, if:
. certificates representing new notes or outstanding notes for principal
amounts not tendered or accepted for exchange are to be delivered to,
or are to be issued in the name of, any person other than the
registered holder of outstanding notes tendered,
. tendered outstanding notes are registered in the name of any person
other than the person signing the letter of transmittal, or
. a transfer tax is imposed for any reason other than the exchange of
outstanding notes in the exchange offer including, but not limited to,
the imposition of a transfer tax related to a shelf registration
statement.
If satisfactory evidence of payment of any transfer taxes payable by a note
holder is not submitted with the letter of transmittal, the amount of such
transfer taxes will be billed directly to that tendering holder.
Consequences of Failure to Exchange
If you do not exchange your outstanding notes for new notes in the exchange
offer, you will remain subject to the existing restrictions on transfer of the
outstanding notes.
In general, you may not offer or sell the outstanding notes unless either
they are registered under the Securities Act or the offer or sale is exempt from
or not subject to registration under the Securities Act and applicable state
securities laws. Except as required by the registration rights agreement, we do
not intend to register resales of the outstanding notes under the Securities
Act. Based on interpretations of the SEC staff, holders may offer for resale,
resell or otherwise transfer new notes issued in the exchange offer without
compliance with the registration and prospectus delivery provisions of the
Securities Act, if:
. they are not the Company's "affiliate" within the meaning of Rule 405
under the Securities Act,
. they acquired the new notes in the ordinary course of their business,
and
. they have no arrangement or understanding with respect to the
distribution of the new notes to be acquired in the exchange offer.
If a holder tenders in the exchange offer for the purpose of participating
in a distribution of the new notes, it:
. cannot rely on the applicable interpretations of the SEC, and
. must comply with the registration and prospectus delivery requirements
of the Securities Act in connection with a secondary resale
transaction.
Accounting Treatment
No gain or loss for accounting purposes will be recognized by us upon the
consummation of the exchange offer. We will amortize our expenses of the
exchange offer over the term of the new notes under generally accepted
accounting principles.
Other
Participation in the exchange offer is voluntary, and you should carefully
consider whether to accept. You are urged to consult your financial and tax
advisors in making your decision on what action to take. In the future,
27
we may seek to acquire untendered outstanding notes in open market or privately
negotiated transactions, through subsequent exchange offers or otherwise. We
have no present plan to acquire any outstanding notes that are not tendered in
the exchange offer or to file a registration statement to permit resales of any
untendered outstanding notes, except as required by the registration rights
agreement.
28
Description of the New Notes
We will issue the new notes, and we issued the outstanding notes, under
an indenture, dated as of June 1, 2002, between NCR and The Bank of New York, as
trustee, as supplemented by supplemental indenture no. 1 thereto, dated as of
June 6, 2002 (which are referred to collectively as the "indenture").
The following discussion summarizes selected provisions of the
indenture under which the new notes will be issued. Because this is only a
summary, it is not complete and does not describe every aspect of the new notes
and the indenture. Whenever there is a reference to particular sections or
defined terms of the indenture, the sections or defined terms are incorporated
by reference, and the statement is qualified in its entirety by that reference.
Capitalized terms are terms that are defined in the indenture. References to
"NCR," "we," or "us" in this description of the notes refers to only NCR
Corporation, the issuer of the notes.
If the exchange offer contemplated by this prospectus is consummated,
holders of outstanding notes who do not exchange those notes for new notes in
the exchange offer will vote together with holders of new notes for all relevant
purposes under the indenture. In that regard, the indenture requires that
certain actions by the holders pursuant to the indenture, including acceleration
following an Event of Default (as defined below), must be taken, and certain
rights must be exercised, by specified minimum percentages of the aggregate
principal amount of the outstanding notes issued under the indenture. In
determining whether holders of the requisite percentage in principal amount have
given any notice, consent or waiver or taken any other action permitted under
the indenture, any outstanding notes that remain outstanding after the exchange
offer will be aggregated with the new notes, and the holders of such outstanding
notes and the new notes will vote together as a single series for all such
purposes. Accordingly, all references herein to specified percentages in
aggregate principal amount of the notes outstanding is deemed to mean, at any
time after the exchange offer is consummated, such percentages in aggregate
principal amount of the outstanding notes and the new notes then outstanding.
A copy of the indenture has been filed as an exhibit to the
registration statement which includes this prospectus. You should read the
indenture for provisions that may be important to you but which are not included
in this summary.
General Terms of the New Notes
The new notes will mature on June 15, 2009 at 100% of their principal
amount.
The new notes:
. are unsecured and unsubordinated,
. rank equally with all of our other existing and future unsecured
and unsubordinated debt, and
. will be structurally subordinated to all liabilities of our
subsidiaries, including trade payables.
The indenture does not limit the amount of notes, debentures or other
evidences of indebtedness that we may issue thereunder and provides that notes,
debentures or other evidences of indebtedness may be issued from time to time in
one or more series. We may from time to time, without giving notice to or
seeking the consent of the holders of the new notes, issue notes having the same
ranking and the same interest rate, maturity and other terms as the new notes
issued in the exchange offer. Any additional notes having such similar terms,
together with the applicable notes, will constitute a single series of notes
under the indenture.
The new notes will bear interest at 7.125% per annum from June 6, 2002.
We:
. will pay interest semiannually on June 15 and December 15 of each
year, beginning on December 15, 2002,
29
. will pay interest to the persons in whose names the new notes were
registered at the close of business on the next preceding June 1
and December 1, respectively,
. will compute interest on the basis of a 360-day year comprised of
twelve 30-day months,
. will make payment of interest and principal payable, and the new
notes will be transferable or exchangeable, at the office or
offices or agency maintained by us for this purpose, and
. may make payments by wire transfer for new notes held in book-entry
form or by check mailed to registered holders at our option.
Any payment otherwise required to be made in respect of the new notes
on a date that is not a business day may be made on the next succeeding business
day with the same force and effect as if made on that date. No additional
interest shall accrue as a result of a delayed payment. A business day is
defined in the indenture as a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close.
The new notes will be issued, and the outstanding notes were issued,
only in fully registered form without coupons in denominations of $1,000 or any
whole multiple of $1,000. No service charge will be made for any transfer or
exchange of the outstanding notes, but we may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with a transfer or exchange. The new notes will be represented, and the
outstanding notes are represented, by one or more global notes registered in the
name of a nominee of DTC. Except as described under "Book-Entry; Delivery and
Form" below, the new notes will not be issuable in certificated form.
We have appointed the trustee at its corporate trust office as the
paying agent, transfer agent and registrar for the new notes. We will cause the
registrar to keep at its offices a registrar in which, subject to such
reasonable regulations as we may prescribe, we will provide for the registration
of the new notes and registration of transfers of the new notes. We may vary or
terminate the appointment of the paying agent or transfer agent, or appoint
additional or other such agents or approve any change in the office through
which any such agent acts. We will provide you with notice of any resignation,
termination or appointment of the trustee or the paying agent or transfer agent,
and of any change in the office through which any such agent will act.
Optional Redemption
The new notes may be redeemed, in whole or in part, at our option at
any time or from time to time. The redemption price for the new notes to be
redeemed on any redemption date will be equal to the greater of the following
amounts:
. 100% of the principal amount of the new notes being redeemed on the
redemption date, or
. the sum of the present values of the remaining scheduled payments
of principal and interest on the new notes being redeemed on that
redemption date (not including any portion of any payments of
interest accrued to the redemption date) discounted to the
redemption date on a semiannual basis at the Treasury Rate (as
defined below), as determined by the Reference Treasury Dealer (as
defined below), plus 37.5 basis points,
plus, in each case, accrued and unpaid interest on the new notes to the
redemption date. Notwithstanding the foregoing, installments of interest on new
notes that are due and payable on interest payment dates falling on or prior to
a redemption date will be payable on the interest payment date to the registered
holders as of the close of business on the relevant record date according to the
new notes and the indenture. The redemption price will be calculated on the
basis of a 360-day year consisting of twelve 30-day months.
We will mail notice of any redemption at least 30 days but not more
than 60 days before the redemption date to each registered holder of the new
notes to be redeemed. Once notice of redemption is mailed, the notes called
30
for redemption will become due and payable on the redemption date and at the
applicable redemption price, plus accrued and unpaid interest to the redemption
date.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the notes.
"Comparable Treasury Price" means, with respect to any redemption date,
(A) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations, or (C) if only
one Reference Treasury Dealer Quotation is received, such Quotation.
"Reference Treasury Dealer" means (A) Salomon Smith Barney Inc., Banc
One Capital Markets, Inc. or one of the other initial purchasers (or their
respective affiliates which are Primary Treasury Dealers), and their respective
successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), we will substitute therefor another Primary Treasury Dealer; and (B)
any other Primary Treasury Dealer(s) selected by us.
"Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. (New York
City time) on the third business day preceding such redemption date.
On and after the redemption date, interest will cease to accrue on the
new notes or any portion of the new notes called for redemption (unless we
default in the payment of the redemption price and accrued interest). On or
before the redemption date, we will deposit with a paying agent (or the trustee)
money sufficient to pay the redemption price of and accrued interest on the new
notes to be redeemed on that date. If less than all of the new notes are to be
redeemed, the new notes to be redeemed shall be selected by lot by DTC, in the
case of new notes represented by a global note, or by the trustee by a method
the trustee deems to be fair and appropriate, in the case of new notes that are
not represented by a global note. The new notes will not be entitled to the
benefit of any mandatory redemption or sinking fund.
Certain Covenants of NCR
There are no covenants or other provisions which would offer protection
to note holders in the event of a highly leveraged transaction, rating downgrade
or similar occurrence. Described below are certain covenants of NCR under the
indenture:
Limitations on Liens
Under the indenture, if we or any of our Restricted Subsidiaries (as
defined below) incur debt that is secured by a Principal Property (as defined
below) or stock or debt of a Restricted Subsidiary, we must secure the notes at
least equally and ratably with the secured debt.
The foregoing restriction shall not apply to:
. liens on property, shares of stock or indebtedness (herein referred
to as "Property") of any corporation existing at the time such
corporation becomes a Restricted Subsidiary,
31
. liens arising out of an acquisition,
. purchase money and construction liens which are entered into or for
which commitments are received within a certain time period,
. liens in our favor or in favor of a Restricted Subsidiary,
. liens on property owned or leased by us or a Restricted Subsidiary in
favor of a governmental entity or in favor of the holders of
securities issued by any such entity, pursuant to any contract or
statute (including liens to secure debt of the industrial revenue bond
type) or to secure any indebtedness incurred for the purpose of
financing all or any part of the purchase price or the cost of
construction of the property subject to such liens,
. liens existing at the date of the indenture,
. certain landlords' liens,
. liens to secure partial, progress, advance or other payments or any
debt incurred for the purpose of financing all or part of the purchase
price or cost of construction, development or substantial repair,
alteration or improvement of the property subject to such lien if the
commitment for such financing is obtained within one year after
completion of or the placing into operation of such constructed,
developed, repaired, altered or improved property,
. liens arising in connection with contracts with or made at the request
of governmental entities,
. mechanics' and similar liens arising in the ordinary course of
business in respect of obligations not due or being contested in good
faith,
. liens arising from deposits with or the giving of any form of security
to any governmental authority required as a condition to the
transaction of business or exercise of any privilege, franchise or
license,
. liens for taxes, assessments or governmental charges or levies which,
if delinquent, are being contested in good faith,
. liens (including judgment liens) arising from legal proceedings being
contested in good faith, or
. any extension, renewal or replacement of these categories of liens.
However, if the total amount of our secured debt and the present value of
any remaining rent payments for certain sale and leaseback transactions
involving a Principal Property would not exceed 15% of our consolidated net
tangible assets, this requirement does not apply.
Sale and Leaseback
We will not enter, nor will we permit any Restricted Subsidiary to enter,
into a sale and leaseback transaction of any Principal Property (except for
temporary leases for a term of not more than three years and except for leases
between us and a Restricted Subsidiary or between Restricted Subsidiaries)
unless:
. we or such Restricted Subsidiary would be entitled to issue, assume or
guarantee debt secured by the property involved at least equal in
amount to the Attributable Debt (as defined below) in respect of such
transaction without equally and ratably securing the notes (provided
that such Attributable Debt shall thereupon be deemed to be debt
subject to the provisions of the preceding paragraph), or
32
. an amount in cash equal to such Attributable Debt is applied to the
non-mandatory retirement of our long-term non-subordinated debt or
long-term debt of a Restricted Subsidiary.
Definitions
The term "Attributable Debt" is defined as the present value (discounted at
an appropriate rate) of the obligation of a lessee for rental payments during
the remaining term of any lease.
The term "Subsidiary" is defined to mean any corporation which is
consolidated in our accounts and any corporation of which at least a majority of
the outstanding stock having voting power under ordinary circumstances to elect
a majority of the board of directors of that corporation is at the time owned or
controlled solely by us or in conjunction with or by one or more Subsidiaries.
The term "Restricted Subsidiary" is defined to mean any Subsidiary:
. substantially all the property of which is located within the
continental United States,
. which owns a Principal Property, and
. in which our investment exceeds 5% of our consolidated assets as shown
on our latest quarterly financial statements.
However, the term "Restricted Subsidiary" does not include any Subsidiary which
is principally engaged in certain types of leasing and financing activities.
The term "Principal Property" is defined to mean any manufacturing,
warehouse, distribution or research and development plant or facility which is
located within the continental United States and is owned by us or any
Restricted Subsidiary. Our board of directors (or any duly authorized committee
of the board of directors) by resolution may create an exception by declaring
that any such plant or facility, together with all other plants and facilities
previously so declared, is not of material importance to the total business
conducted by us and our Restricted Subsidiaries as an entirety.
Events of Default
An "Event of Default" with respect to the notes is defined as being:
. default for 30 days in payment of interest on any security,
. default in payment of principal of (or premium, if any, on) any
security as and when the same becomes due either upon maturity, by
declaration or otherwise,
. default by us in the performance of any of the other covenants or
agreements in the indenture relating to the notes which shall not have
been remedied within a period of 90 days after notice by the trustee
or holders of at least 25% in aggregate principal amount of the notes
then outstanding, or
. certain events of bankruptcy, insolvency or reorganization of NCR.
The indenture provides that the trustee shall, with certain exceptions,
notify the holders of the notes of any Event of Default known to it and
affecting that series within 90 days after the occurrence of the Event of
Default.
The indenture provides that if an Event of Default with respect to the
notes shall have occurred and is continuing (other than an event of default
specified in the last bullet point above), either the trustee or the holders of
at least 25% in aggregate principal amount of the notes then outstanding may
declare the principal amount of all of the notes to be due and payable
immediately. However, upon certain conditions such declaration may be annulled
and past uncured defaults may be waived by the holders of a majority in
principal amount of the notes then
33
outstanding. If any event of default specified in the last bullet point above
occurs with respect to us, all unpaid principal of, and premium, if any, and
accrued and unpaid interest and liquidated damages, if any, on the notes then
outstanding will automatically become due and payable without any declaration or
other act on the part of the trustee or any holder of notes.
Subject to the provisions of the indenture relating to the duties of the
trustee in case an Event of Default shall occur and be continuing, the trustee
shall be under no obligation to exercise any of the rights or powers in the
indenture at the request or direction of any of the holders of the notes, unless
the holders shall have offered to the trustee reasonable security or indemnity.
Subject to the provisions for security or indemnification and certain
limitations contained in the indenture, the holders of a majority in principal
amount of the outstanding notes shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee
under the indenture or exercising any trust or power conferred on the trustee
with respect to the notes. The indenture requires the annual filing by us with
the trustee of a certificate as to compliance with certain covenants contained
in the indenture.
No holder of any note will have any right to institute any proceeding with
respect to the indenture or for any remedy thereunder, unless the holder shall
have previously given the trustee written notice of an Event of Default with
respect to the notes and also the holders of at least 25% in aggregate principal
amount of the outstanding notes shall have made written request, and offered
indemnity satisfactory to the trustee, to the trustee to institute such
proceeding as trustee, and the trustee shall not have received from the holders
of a majority in aggregate principal amount of the outstanding notes a direction
inconsistent with such request and shall have failed to institute such
proceeding within 60 days. However, any right of a holder of any note to receive
payment of the principal of (and premium, if any) and any interest on such note
on or after the due dates expressed in such note and to institute suit for the
enforcement of any such payment on or after such dates shall not be impaired or
affected without the consent of such holder.
Merger, Consolidation or Sale of Assets
If, as a result of any consolidation or merger of NCR or any Restricted
Subsidiary with or into any other corporation, or upon any sale, conveyance or
lease of substantially all the properties of NCR or any Restricted Subsidiary,
any Principal Property or any shares of stock or indebtedness of any Restricted
Subsidiary becomes subject to a mortgage, pledge, security interest or other
lien or encumbrance, we will effectively provide that the notes shall be secured
equally and ratably by a direct lien on such Principal Property, shares of stock
or indebtedness. The lien should be prior to all liens other than any liens
already existing thereon, so long as the Principal Property, shares of stock or
indebtedness are subject to such mortgage, security interest, pledge, lien or
encumbrance.
Satisfaction and Discharge of Indenture
The indenture, except for certain specified surviving obligations, will be
discharged and canceled upon the satisfaction of certain conditions, including
the payment of all the notes or the deposit with the trustee of cash or
appropriate government obligations or a combination of the two sufficient for
the payment or redemption in accordance with the indenture and the terms of the
notes.
Modification of the Indenture
The indenture contains provisions permitting us and the trustee to execute
certain supplemental indentures adding, changing or eliminating any provisions
to the indenture or any supplemental indenture with respect to the notes or
modifying in any manner the rights of the holders of the notes. However, no
supplemental indenture may, among other things, (a) extend the final maturity of
any note, or reduce the rate or extend the time of payment of any interest on
any note, or reduce the principal amount of any note or premium on any note, or
reduce any amount payable upon any redemption of any note, without the consent
of the holder of each note so affected, or (b) reduce the percentage of notes
that is required to approve a supplemental indenture, without the consent of the
holders of all notes then outstanding.
34
Governing Law
The indenture provides that it and the notes will be governed by, and
construed in accordance with, the laws of the State of New York.
Concerning the Trustee
We maintain customary banking relationships with affiliates of The Bank of
New York, the trustee under the indenture.
Credit Agency Ratings
At the time of the issuance of the outstanding notes, we received credit
agency ratings of BBB- from Standard & Poor's and Baa3 from Moody's Investors
Service. The ratings represent a current opinion regarding our creditworthiness
with respect to a specific financial obligation such as the notes. A BBB- rating
from Standard & Poor's generally indicates that the notes exhibit adequate
protection parameters, however, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to meet our
financial commitment under the notes. The minus sign is used to show relative
standing within the rating category. A Baa3 rating from Moody's generally
indicates that interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such a rating also
indicates that the notes lack outstanding investment characteristics and in fact
have speculative characteristics as well. The number 3 indicates a ranking in
the lower end of the Baa rating category.
Book Entry; Delivery and Form
The new notes will initially be represented by one or more permanent global
notes in definitive, fully registered book-entry form (the "Global Notes") that
will be registered in the name of Cede & Co., as nominee of DTC. The Global
Notes will be deposited on behalf of the acquirors of the new notes represented
thereby with a custodian for DTC for credit to the respective accounts of the
acquirors or to such other accounts as they may direct at DTC. See "The Exchange
Offer -- Book-Entry Transfer."
The Global Notes
We expect that under procedures established by DTC:
. upon deposit of the Global Notes with DTC or its custodian, DTC will
credit on its internal system portions of the Global Notes that shall
be comprised of the corresponding respective amounts of the Global
Notes to the respective accounts of persons who have accounts with
such depositary ("participants"), and
. ownership of the new notes will be shown on, and the transfer of
ownership thereof will be effected only through, records maintained by
DTC or its nominee, with respect to interests of participants, and the
records of participants, with respect to interests of persons other
than participants.
So long as DTC or its nominee is the registered owner or holder of any of
the new notes, DTC or such nominee will be considered the sole owner or holder
of such new notes represented by the Global Notes for all purposes under the
indenture. No beneficial owner of an interest in the Global Notes will be able
to transfer such interest except in accordance with the applicable procedures of
DTC in addition to those provided for under the indenture.
Payments on the new notes represented by the Global Notes will be made to
or at the direction of DTC or its nominee, as the case may be, as the registered
owner thereof. Neither NCR nor the trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the Global Notes or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interest.
35
We expect that DTC or its nominee, upon receipt of any payment on the new
notes represented by the Global Notes, will credit participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the Global Notes as shown in the records of DTC or its nominee. We also expect
that payments by participants and indirect participants to owners of beneficial
interests in the Global Notes held through such participants will be governed by
standing instructions and customary industry practice as is now the case with
securities held for the accounts of customers registered in the names of
nominees for such customers. Such payment will be the responsibility of such
participants or the indirect participants and the DTC.
Transfers between participants in DTC will be effected in accordance with
DTC rules and will be settled in same-day funds. If a holder requires physical
delivery of a certificated security for any reason, including to sell new notes
to persons in jurisdictions that require physical delivery of such security or
to pledge such notes, such holder must transfer its interest in the Global Notes
in accordance with the normal procedures of DTC and the procedures in the
indenture.
DTC has advised us that DTC will take any action permitted to be taken by a
holder of new notes, including the presentation of new notes for exchange as
described below, only at the direction of one or more participants to whose
account the DTC interests in the Global Notes are credited and only in respect
of the aggregate principal amount as to which such participant or participants
has or have given such direction. However, if there is an event of default under
the indenture, DTC will exchange the Global Notes for certificated notes that it
will distribute to its participants.
DTC has advised us as follows:
. DTC is a limited-purpose company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the Uniform Commercial Code, as
amended, and a "clearing agency" registered under the provisions of
Section 17A of the Securities Exchange Act of 1934,
. DTC holds securities that its participants deposit with DTC and
facilitates the clearance and settlement among participants of
securities transactions, such as transfers and pledges, in deposited
securities through electronic book-entry changes in participants'
accounts, thereby eliminating the need for physical transfer and
delivery of securities certificates,
. direct participants include securities brokers and dealers, banks,
trust companies, clearing corporations and other organizations,
. DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the NASD,
. access to the DTC system is also available to others such as
securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a direct
participant, either directly or indirectly, and
. the rules applicable to DTC and its participants are on file with the
SEC.
Although DTC is expected to follow these procedures in order to facilitate
transfers of interests in the Global Notes among participants of DTC, it is
under no obligation to perform such procedures, and such procedures may be
discontinued at any time. Neither we nor the trustee will have any
responsibility for the performance by DTC or its direct or indirect participants
on their respective obligations under the rules and procedures governing their
operations.
Certificated Notes
Interests in the Global Notes will be exchanged for certificated notes if:
36
. DTC or any successor depositary (the "Depositary") notifies us that it
is unwilling or unable to continue as depositary or clearing system
for the Global Notes, or DTC ceases to be a "clearing agency"
registered under the Securities Exchange Act of 1934, and a successor
depositary is not appointed by us within 90 days of such notice or
cessation,
. we determine not to have the new notes represented by Global Notes, or
. upon the occurrence and continuation of an Event of Default under the
indenture.
Upon the occurrence of any of the events described in the preceding sentence, we
will cause the appropriate certificated notes to be delivered to the beneficial
owners of the new notes represented by the Global Notes.
Neither we nor the trustee will be liable for any delay by the Depositary,
its nominee, or any participant or indirect participant in identifying the
beneficial owners of the related notes. Each such person may conclusively rely
on, and will be protected in relying on, instructions from such Depositary or
nominee for all purposes, including the registration and delivery, and the
respective principal amounts, of the new notes to be issued.
37
United States Federal Tax Consequences
The following discussion is based upon the Internal Revenue Code of 1986,
as amended (the "Code"), applicable Treasury regulations, judicial authority and
administrative rulings and practice. We can give you no assurance that the
Internal Revenue Service will not take a contrary view, and we have not sought
and will not seek a ruling from the IRS. Legislative, judicial or administrative
changes or interpretations may be forthcoming that could alter or modify the
statements and conditions described in this section. These changes or
interpretations may be retroactive and could affect the tax consequences to you.
Unless otherwise stated, this discussion is limited to the tax consequences to
those persons who are original beneficial owners of the notes ("Holders") and
who hold such notes as capital assets within the meaning of Section 1221 of the
Code. This discussion does not consider any specific facts or circumstances that
may apply to a particular Holder (including, for example, a financial
institution, a broker-dealer, an insurance company, a tax-exempt organization, a
person that holds notes as part of a straddle, hedge, conversion transaction, or
other integrated investment).
YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR REGARDING THE UNITED STATES
FEDERAL TAX CONSEQUENCES OF EXCHANGING YOUR OUTSTANDING NOTES FOR NEW NOTES, AS
WELL AS ANY TAX CONSEQUENCES THAT MAY ARISE UNDER THE LAWS OF ANY FOREIGN,
STATE, LOCAL, OR OTHER TAXING JURISDICTION.
The exchange of outstanding notes for new notes pursuant to the exchange
offer will not be treated as an "exchange" for U.S. federal income tax purposes
because the new notes will not be considered to differ materially either in kind
or extent from the outstanding notes. As a result, there will be no U.S. federal
income tax consequences to Holders exchanging outstanding notes for new notes
pursuant to the exchange offer.
Legal Matters
Certain legal matters in connection with the exchange offer will be passed
upon for us by Baker Botts L.L.P.
Experts
The consolidated financial statements of NCR Corporation incorporated in
this prospectus by reference to the Annual Report on Form 10-K for the year
ended December 31, 2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
38
--------------------------------------------------------------------------------
$300,000,000
NCR CORPORATION
Offer to Exchange
7.125% Senior Notes due 2009
for
7.125% Senior Notes due 2009
-----------------------
PROSPECTUS
----------------------
, 2002
--------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. Indemnification of Directors and Officers
NCR's Articles of Incorporation, as amended and restated (the
"Charter") limits the personal liability of its directors and officers to the
maximum extent permitted by Maryland law. Section 2-405.2 of the Maryland
General Corporation Law authorizes the Company to limit the liability of its
directors and officers to the Company and its stockholders for money damages
except (i) to the extent that it is proved that the director or officer actually
received an improper benefit or profit in money, property or services, for the
amount of the benefit or profit actually received, or (ii) to the extent that a
judgment or other final adjudication adverse to the director or officer is
entered in a proceeding based on a finding in the proceeding that the director's
or officer's action, or failure to act, was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the
proceeding.
The Charter provides that NCR will indemnify its directors and
officers, whether serving the Company or, at its request, any other entity, to
the fullest extent required or permitted by the General Laws of the State of
Maryland now or hereafter in force, including the advance of expenses under the
procedures and to the fullest extent permitted by law. The Company's Bylaws, as
amended and restated (the "Bylaws") currently contain provisions implementing
the foregoing. Under the Bylaws, however, directors and officers are not
entitled to indemnification by the Company or the advancement of expenses,
unless (i) the officer or director requesting indemnification has met the
requisite standard of conduct, or (ii) indemnification is required under the
General Laws of the State of Maryland now or hereafter in force. Under Section
2-418(b) of the Maryland General Corporation Law, an officer or director
requesting indemnification shall have met the requisite standard of conduct
unless it is established that: (a) the act or omission of the director or
officer was material to the matter giving rise to the proceeding, and (i) was
committed in bad faith, or (ii) was the result of active and deliberate
dishonesty; (b) the director or officer actually received an improper benefit in
money, property or services; or (c) in the case of a criminal proceeding, the
director or officer had reasonable cause to believe the act or omission was
unlawful. Under Section 2-418(b) of the Maryland General Corporation Law,
indemnification may be against judgments, penalties, fines, settlements, and
reasonable expenses (including attorneys' fees) actually incurred by a director
in connection with a proceeding. The foregoing indemnification could apply to
liabilities under the Securities Act of 1933 in certain circumstances. If,
however, the proceeding was one by or in the right of the Company and the
director was adjudged liable to the Company, the Company may not indemnify the
director.
Under the Charter, the rights of indemnification of the Company's
officers and directors are not exclusive of any other rights to which they may
be entitled. The Board of Directors may take such action as is necessary to
carry out such indemnification provisions and is expressly empowered to adopt,
approve and amend from time to time such bylaws, resolutions or contracts
implementing such provisions or such further indemnification arrangements as may
be permitted by law. No amendment of the Charter, or of any such bylaw,
resolution or contract, or repeal of any of their provisions will limit or
eliminate the right to indemnification provided thereunder with respect to acts
or omissions occurring prior to such amendment or repeal.
In addition, NCR's Bylaws provide that the Company shall advance to its
directors and officers, whether serving the Company or at its request any other
entity, expenses, including the providing by the Company to a director or
officer who has been named a party to a proceeding, of legal representation by,
or at the expense of, the Company, to the full extent permitted by law and as
permitted under the Bylaws. Any request for an advance of expenses by an officer
or director shall contain (1) a written affirmation by the officer or director
of his or her good faith belief he or she has met the standard of conduct
necessary for indemnification, and (2) a written undertaking by or on behalf of
the officer or director to repay the amount advanced if it is ultimately
determined the he or she did not meet the necessary standard of conduct. The
right of an officer or director to indemnification and advance of expenses under
the Bylaws shall be enforceable by the officer or director entitled to request
indemnification in any court of competent jurisdiction, if (a) the Company
denies such request, in whole or in part, or (b) no disposition thereof is made
within sixty (60) days.
Maryland corporations also are authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers. The
II-1
Company currently has in effect a directors' and officers' liability insurance
policy in order to protect them against liability, including with respect to the
matters covered by the foregoing indemnities.
ITEM 21. Exhibits and Financial Schedules
(a) Exhibits
The following instruments and documents are included as Exhibits to
this Registration Statement. Exhibits incorporated by reference are so indicated
by parenthetical information.
Exhibit No. Exhibit
4.1 -- Indenture dated as of June 1, 2002 between the
Company and The Bank of New York (filed as Exhibit
4.4 to NCR's Quarterly Report on Form 10-Q for the
period ended June 30, 2002 and incorporated herein
by reference)
4.5 -- Registration Rights Agreement dated June 6, 2002
by and between the Company and Salomon Smith
Barney Inc., Banc One Capital Markets, Inc., BNY
Capital Markets, Inc., Fleet Securities, Inc.,
J.P. Morgan Securities Inc. and McDonald
Investments Inc. relating to $300,000,000
principal amount of 7.125% Senior Notes due 2009
(filed as Exhibit 4.5 to NCR's Quarterly Report on
Form 10-Q for the period ended June 30, 2002 and
incorporated herein by reference)
4.8 -- Terms of 7.125% Senior Notes due 2009, including
the form of notes (filed as Exhibit 4.6 to NCR's
Quarterly Report on Form 10-Q for the period ended
June 30, 2002 and incorporated herein by
reference)
*5.1 -- Opinion of Baker Botts L.L.P.
12.1 -- Computation of ratio of earnings to fixed charges
*23.1 -- Consent of PricewaterhouseCoopers LLP
*23.2 -- Consent of Baker Botts L.L.P.
25.1 -- Statement of Eligibility under the Trust Indenture
Act of 1939, of The Bank of New York
99.1 -- Form of Letter of Transmittal
99.2 -- Form of Notice of Guaranteed Delivery
99.3 -- Form of Letter to The Depository Trust Company
Participants
99.4 -- Form of Letter to Clients
_________________
* To be filed by amendment
(b) Financial Statement Schedules
Not applicable.
ITEM 22. Undertakings
(a) The undersigned Registrant hereby undertakes:
II-2
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) under the
Securities Act if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless, in
the opinion of its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt
II-3
means. This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding to
the request.
(e) The undersigned Registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Dayton,
State of Ohio, on September 3, 2002.
NCR CORPORATION
By /s/ Lars Nyberg
----------------------------
Lars Nyberg
Chairman of the Board and
Chief Executive Officer
Signature Title Date
--------- ----- ----
/s/ Lars Nyberg
------------------------ Chairman of the Board, Chief
Lars Nyberg Executive Officer
and Director
(principal executive officer)
/s/ Earl Shanks
------------------------ Senior Vice President and Chief
Earl Shanks Financial Officer
(principal financial and accounting
officer)
/s/ Edward P. Boyki
------------------------ Director
Edward P. Boykin
/s/ Mark P. Frissora
------------------------ Director
Mark P. Frissora
/s/ David R. Holmes
------------------------ Director
David R. Holmes
/s/ Linda Fayne Levinson
------------------------ Director
Linda Fayne Levinson
/s/ James R. Long
------------------------ Director
James R. Long
/s/ C.K. Prahalad
------------------------ Director
C.K. Prahalad
II-5
/s/ James O. Robbins
-------------------- Director
James O. Robbins
/s/ William S. Stavropoulos
--------------------------- Director
William S. Stavropoulos
II-6
EXHIBIT INDEX
Exhibit No. Exhibit
4.1 -- Indenture dated as of June 1, 2002 between
the Company and The Bank of New York (filed as
Exhibit 4.4 to NCR's Quarterly Report on Form
10-Q for the period ended June 30, 2002 and
incorporated herein by reference)
4.5 -- Registration Rights Agreement dated June 6,
2002 by and between the Company and Salomon
Smith Barney Inc., Banc One Capital Markets,
Inc., BNY Capital Markets, Inc., Fleet
Securities, Inc., J.P. Morgan Securities Inc.
and McDonald Investments Inc. relating to
$300,000,000 principal amount of 7.125%
Senior Notes due 2009 (filed as Exhibit 4.5 to
NCR's Quarterly Report on Form 10-Q for the
period ended June 30, 2002 and incorporated
herein by reference)
4.8 -- Terms of 7.125% Senior Notes due 2009,
including the form of notes (filed as Exhibit
4.6 to NCR's Quarterly Report on Form 10-Q for
the period ended June 30, 2002 and incorporated
herein by reference)
*5.1 -- Opinion of Baker Botts L.L.P.
12.1 -- Computation of ratio of earnings to fixed
charges
*23.1 -- Consent of PricewaterhouseCoopers LLP
*23.2 -- Consent of Baker Botts L.L.P.
25.1 -- Statement of Eligibility under the Trust
Indenture Act of 1939, of The Bank of New York
99.1 -- Form of Letter of Transmittal
99.2 -- Form of Notice of Guaranteed Delivery
99.3 -- Form of Letter to The Depository Trust Company
Participants
99.4 -- Form of Letter to Clients
_________________
* To be filed by amendment
II-7