As filed with the Securities and Exchange Commission on April 2, 2003
Registration No. 333-99095
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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NCR CORPORATION
(Exact name of Registrant as specified in its charter)
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Maryland 3578 31-0387920
(State or other (Primary Standard (I.R.S. Employer
jurisdiction Industrial Identification No.)
of incorporation or Classification Code
organization) Number)
-----------------
Jonathan S. Hoak
Senior Vice President and General Counsel
NCR Corporation
1700 South Patterson Blvd. 1700 South Patterson Blvd.
Dayton, Ohio 45479 Dayton, Ohio 45479
(937) 445-5000 (937) 445-5000
(Address, including zip code, and telephone number, including (Name, address, including zip code, and telephone number,
area code, of Registrant's principal executive offices) 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
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Proposed Proposed
maximum maximum
Title of each class of Amount to offering price aggregate Amount of
securities to be registered be registered per share (1) offering price (1) registration fee
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7.125% Notes due 2009... $300,000,000 100% $300,000,000 $27,600 (2)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f) under the Securities Act.
(2) The fee was paid in connection with the initial filing of the Registration
Statement on September 3, 2002.
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.
================================================================================
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
April 2, 2003
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 substantially . we will exchange all outstanding notes that are
identical to the outstanding notes validly tendered and not validly withdrawn for an
equal principal amount of new notes that we have
registered under the Securities Act of 1933
.. will accrue interest from December 15, 2002, at the . tenders of outstanding notes may be withdrawn at
rate of 7.125% per annum, payable semi-annually in any time prior to the expiration of the exchange
arrears on each June 15 and December 15, beginning offer
June 15, 2003
.. will be unsecured and will rank equally with the . the exchange of outstanding notes for new notes in
outstanding notes and all other unsecured and the exchange offer will not be a taxable event for
unsubordinated indebtedness U.S. federal income tax purposes
.. will not be listed on any exchange or on any . at the time of the issuance of the outstanding notes,
automated dealer quotation system we received credit agency ratings of BBB- from
Standard & Poor's and Baa3 from Moody's. As of
the date hereof, these ratings have not changed.
The exchange offer
. expires at 5:00 p.m., New York City time, on , 2003, unless
extended
. is not conditioned upon any minimum aggregate principal amount of
outstanding notes being tendered
You should consider carefully the risk factors beginning on page 8 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 April , 2003.
Table of Contents
About this Prospectus...................................................... 1
Forward-Looking Statements................................................. 1
Where You Can Find More Information........................................ 2
Prospectus Summary......................................................... 3
Risk Factors............................................................... 8
Private Placement.......................................................... 10
Use of Proceeds............................................................ 10
Capitalization............................................................. 11
Selected Financial Data.................................................... 12
About NCR Corporation...................................................... 14
The Exchange Offer......................................................... 17
Description of the New Notes............................................... 27
United States Federal Tax Consequences..................................... 36
Legal Matters.............................................................. 36
Experts.................................................................... 36
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.
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 and any persons who do not fall within these categories must not
act upon this prospectus.
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 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 and 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 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;
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. ability to execute our business and re-engineering plans;
. tax rates;
. turnover of workforce and the ability to attract and retain skilled
employees, especially in light of recent cost-control measures taken by
us;
. 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. We also
make available through NCR's website, free of charge, our periodic reports and
other filings with the SEC, including any amendments to such reports, as soon
as reasonably practicable after these reports are electronically filed or
furnished to the SEC. 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 our Annual Report on Form 10-K
for the year ended December 31, 2002, our Current Report on Form 8-K dated as
of January 14, 2003 and our Current Report on Form 8-K dated as of January 27,
2003, that we filed with the SEC, as well as our future filings 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.
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.
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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 Financial Self Service and Retail Store Automation solutions enable
companies to capture and process transaction-based information through our
offerings at customer interaction points, such as automated-teller machines
(ATMs), retail point-of-sale (POS) workstations, self-checkout systems,
electronic shelf labels, 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. Services are an essential component
of each of our complete offerings, and our Customer Services division is a
global leader in information technology (IT) and services delivery. Please read
the section "About NCR Corporation" beginning on page 14 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.
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. 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 6 and "Description of the New Notes"
beginning on page 27 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 17 for
further information about the exchange offer and resale of the new notes.
3
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 2003, 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 20 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 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
4
. 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
24, 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.
United States Federal Tax Consequences 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 36.
Use of Proceeds We will not receive any cash proceeds from the issuance of
new notes in the exchange offer.
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:
The Bank of New York
By Hand or by Courier: By Mail (registered or certified mail recommended)
or by Overnight Delivery:
The Bank of New York The Bank of New York
Corporate Trust Operations Corporate Trust Operations
Reorganization Unit Reorganization Unit
101 Barclay Street-Lobby Window 101 Barclay Street-7E
New York, NY 10286 New York, NY 10286
Attn: Mr. Bernard Arsenec Attn: Mr. Bernard Arsenec
By Facsimile Transmission (eligible institutions only): (212) 298-1915
Confirm by Telephone: (212) 815-5098
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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). As of the date hereof, these ratings have not changed.
Interest Payment Dates Interest on the new notes will accrue from December 15, 2002,
and will be payable on June 15 and December 15 each year,
beginning on June 15, 2003.
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
29.
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Absence of a Public Market for the New There is no existing market for the new notes. We cannot provide
Notes any assurance about:
. 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.
7
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 29, 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,
8
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.
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.
9
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.
Because we did not complete the exchange offer within the time period
specified by a registration rights agreement that we entered into with the
initial purchasers, additional interest began accruing on the outstanding notes
on November 4, 2002. This additional interest will cease to accrue on the
outstanding notes upon completion of the exchange offer. Because the new notes
will only be issued upon completion of the exchange offer, the new notes will
not have provisions for the payment of additional interest related to a delay
in the completion of the exchange offer.
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.
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Capitalization
The following table sets forth at December 31, 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 represents the
issuance of the notes. The table should be read in conjunction with our
Consolidated Financial Statements and the Notes to Consolidated Financial
Statements in our Annual Report on Form 10-K for the year ended December 31,
2002, incorporated by reference into this prospectus, as well as "Use of
Proceeds."
At December 31, 2002
------------------------
(in millions, except per
share amounts)
Cash, cash equivalents and short-term investments........................................ $ 526
Short-term borrowings.................................................................... $ 5
Long-term debt:
7.125% Senior Notes due 2009.......................................................... $ 300
Other................................................................................. 6
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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, 97.0 shares issued
and outstanding..................................................................... 1
Paid-in capital....................................................................... 1,217
Retained earnings..................................................................... 641
Accumulated other comprehensive loss.................................................. (534)
------
Total stockholders' equity............................................................... 1,325
------
Total long-term debt and stockholders' equity......................................... $1,631
======
11
Selected Financial Data
We have derived the following selected financial data from our audited
Consolidated Financial Statements. The following selected financial data should
be read in conjunction with the information contained in our Consolidated
Financial Statements and Notes to Consolidated Financial Statements
incorporated by reference in this prospectus.
Year Ended December 31,
--------------------------------------
2002(1) 2001(2) 2000(3) 1999(4) 1998(5)
------- ------- ------- ------- -------
(dollars in millions)
Statement of Income Data:
Product revenue................ $2,885 $3,048 $3,178 $3,290 $3,641
Service revenue................ 2,700 2,869 2,781 2,906 2,864
------ ------ ------ ------ ------
Total revenue.............. 5,585 5,917 5,959 6,196 6,505
------ ------ ------ ------ ------
Cost of products............... 1,883 1,947 2,000 2,099 2,380
Cost of services............... 2,115 2,176 2,092 2,207 2,203
Selling, general and
administrative expenses...... 1,166 1,315 1,329 1,471 1,460
Research and development
expenses..................... 232 293 333 341 360
------ ------ ------ ------ ------
Total operating
expenses................. 5,396 5,731 5,754 6,118 6,403
------ ------ ------ ------ ------
Income from operations......... 189 186 205 78 102
Interest expense............... 19 18 13 12 13
Other expense (income), net.... 39 44 (83) (169) (123)
------ ------ ------ ------ ------
Income (loss) before
income taxes and
cumulative effect of
accounting change.......... 131 124 275 235 212
Income tax expense
(benefit).................. 3 (97) 97 (102) 90
Income before cumulative
effect of accounting
change..................... 128 221 178 337 122
Cumulative effect of
accounting change, net
of tax..................... (348) (4) -- -- --
------ ------ ------ ------ ------
Net (loss) income.............. $ (220) $ 217 $ 178 $ 337 $ 122
====== ====== ====== ====== ======
Balance Sheet Data (at period
end):
Cash, cash equivalents and
short-term investments....... $ 526 $ 336 $ 357 $ 763 $ 514
Total assets................... 4,672 4,855 5,106 4,895 4,892
Total debt..................... 311 148 107 77 83
Total stockholders' equity..... 1,325 2,027 1,758 1,596 1,447
Other Data:
Capital expenditures........... 81 141 216 187 205
Ratio of earnings to fixed
charges(6)................... 4.1x 3.8x 7.6x 6.3x 6.6x
--------
1) Income from operations for 2002 includes real estate consolidation and
restructuring charges of $16 million and asset impairment charges of $5
million. Net income includes a $348 million cumulative effect of accounting
change charge for goodwill impairment relating to the adoption of Statement
of Financial Accounting Standards No. 142 (SFAS 142), "Goodwill and Other
Intangible Assets," real estate consolidation impairment charges of $8
million, marketable securities write-down to fair value in Japan of $14
million, a charge of $9 million for a Lucent indemnification claim, and an
income tax benefit of $35 million relating to tax refunds, tax planning and
use of foreign tax credits.
2) Income from operations for 2001 includes a $39 million provision for loans
and receivables related to Credit Card Center (CCC), $9 million of
integration costs related to acquisitions and $67 million of goodwill
amortization. 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 the Fox River environmental matter, a $1 million provision
for interest receivables related to
12
CCC, a $138 million tax benefit from the resolution of international income
tax issues, $4 million cumulative effect of adopting Statement of Financial
Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative
Instruments and Hedging Activities," and $74 million of goodwill
amortization.
3) Income from operations for 2000 includes $38 million for restructuring and
other related charges, $25 million for in-process R&D charges related to
acquisitions, $2 million for integration costs related to acquisitions and
$33 million of goodwill amortization. Net income for 2000 includes the
after-tax impact of goodwill amortization of $39 million.
4) Income from operations for 1999 includes $125 million for restructuring and
other related charges and $20 million of goodwill amortization. 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, $232 million of favorable impact from a tax valuation
allowance release and $23 million of goodwill amortization.
5) 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.
6) In calculating the ratio of earnings to fixed charges, earnings consist of
income before income taxes and cumulative effect of accounting change 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.
13
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 Financial Self Service and Retail Store Automation solutions enable
companies to capture and process transaction-based information through our
offerings at customer interaction points, such as ATMs, retail POS
workstations, self-checkout systems, electronic shelf labels, 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. Services
are an essential component of each of our complete offerings and our Customer
Services division is also a global leader in IT and services delivery.
Through our specific solutions for the retail and financial industries, and
through our Data Warehousing and Customer Services businesses, we provide
solutions for industries including telecommunications, transportation,
insurance, utilities and electronic commerce, as well as consumer goods
manufacturers and government entities. Our solutions are built on a foundation
of long-established industry knowledge and consulting expertise, hardware
technology, value-adding software, global customer support services, and a
complete line of business consumables and specialty media products.
Business Segments
Our key solutions are categorized as Data Warehousing, Financial Self
Service, Retail Store Automation and Customer Services, each of which is a
reportable operating segment of the Company. In addition, our Systemedia and
Payment and Imaging solutions are reportable segments. Each segment is
comprised of hardware, software, professional and installation-related
consulting services and customer support services.
Data Warehousing Solutions. Our Data Warehousing solutions include our
market-leading Teradata(R) data warehousing database software, hardware
platform and related services. These complex solutions enable companies to gain
a competitive advantage by more quickly and efficiently analyzing customer
behavior and other business information and then delivering that business
intelligence to the company's decision-makers. Combining computer hardware,
software, professional consulting services, customer support services and
third-party software from leading technology firms, our Data Warehousing
solutions are designed to help businesses, across a multitude of industries, to
quickly leverage detailed data into business opportunities. 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.
Financial Self Service Solutions. We provide ATMs and related software to
banks, credit unions and retailers that enable them to reduce costs and
generate revenue streams, as well as enhance customer loyalty. Our Financial
Self Service solutions are designed to process high volumes of consumer
transactions quickly and reliably and incorporate advanced features such as
web-enablement, automated check cashing/deposit, automated cash deposit, bill
payment, and the dispensing of non-cash items. Our market-leading value
proposition is based on our high-quality ATM product family which provides a
broad array of functionality, our leadership position in multi-vendor software,
and our best-in-class project management services, all delivered at an
attractive cost of ownership.
Retail Store Automation Solutions. Our Retail Store Automation solutions
include retail-oriented technologies such as POS terminals, bar-code scanners
and software, as well as innovative self-checkout systems and electronic shelf
labels. These solutions are industry-tested and designed to improve selling
productivity and
14
checkout processes, and to increase customer satisfaction for our retail
customers. NCR's Retail Automation solutions provide business value in
demanding retail environments such as high-volume food stores, general
merchandisers and fast-food restaurants.
Customer Services. We provide customer services maintenance and support for
our base of NCR solution customers as an essential component of our complete
solution offerings. Our Customer Services division also provides a
comprehensive portfolio of IT services from consulting to site design, to
staging and implementation and maintenance for third parties, to complete
systems management. Customer Services has a world-wide service delivery
capability as a result of supporting our customers around the world, and has
leveraged this global presence and experience to develop and deliver
high-availability services to businesses in other industries. These services
focus on the vital systems, networks, software and security that comprise the
IT infrastructure of today's businesses. Customer Services provides these
services directly to global businesses as well as through partnerships with
leading technology, network and systems suppliers.
Systemedia. Systemedia provides business consumables and products,
including paper rolls for ATMs and POS workstations, inkjet and laser printer
supplies, thermal transfer ribbons, labels, ink ribbons, laser documents,
business forms and retail office products. Systemedia products are designed to
reduce paper-related failures in our ATMs and POS terminals and enable
businesses to improve transaction accuracy while reducing overall costs.
Payment and Imaging. Payment and Imaging provides end-to-end solutions for
both traditional paper-based and image-based item processing. These solutions
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.
Objectives and Strategy
Our top strategic priorities our revenues and to focus on expense reduction
and operating margin improvement. Our objectives supporting these priorities
include:
Revenue Growth. The Data Warehousing business segment 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. Our other business segments plan 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. To support our growth
initiatives, we will also focus on our sales process and sales management.
Initiatives in this area include capitalizing on our value propositions,
improving sales training, territory management and sales metrics and
simplifying the sales process.
Expense Reduction and Margin Improvement. We plan to reduce expenses and
improve operating margins by driving operational efficiency throughout the
company. We have targeted process improvements to drive simplification,
standardization, globalization and consistency across the organization. Key
business processes and supporting functions are being evaluated to improve
efficiency and effectiveness of operations. To reduce our cost of delivering
products and services, we will focus on improvements to our supply chain that
will yield lower inventory levels as well as reductions in inventory handling,
freight and warehousing costs. In addition, we will reduce product costs
through design, manufacturing and part procurement initiatives. In services, we
will focus on completion of a global model for service delivery. To reduce our
expense structure, we are standardizing our global IT applications, continuing
to reduce our real estate costs and implementing new global processes within
the finance community to streamline these processes to begin to reach benchmark
standards.
15
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.
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.
16
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. Because we did not complete the
exchange offer in the time period required by the registration rights
agreement, additional interest began accruing on outstanding notes on November
4, 2002. This additional interest will cease to accrue on the outstanding notes
upon completion of the exchange offer. Because the new notes will only be
issued upon completion of the exchange offer, the new notes will not have
provisions for the payment of additional interest related to a delay in the
completion of the exchange offer. 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 security holder intending to distribute new notes should be covered by an
effective registration statement under the Securities Act containing the
selling security holder'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.
17
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.
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
. will no longer be entitled to any further rights under the registration
rights agreement, except under limited circumstances.
18
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
The exchange offer will expire at 5:00 p.m., New York City time, on ,
2003, 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,
19
advertise 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.
20
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,
21
that is a member of one of the recognized signature guarantee programs
identified in the letter of transmittal, unless the outstanding notes are
tendered:
. 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.
22
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 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
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transfer. If 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:
. specify the name of the person who tendered the outstanding notes to be
withdrawn,
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. 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
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,
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. 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, 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.
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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 December 15, 2002.
We:
. will pay interest semiannually on June 15 and December 15 of each year,
beginning on June 15, 2003,
. 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,
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. 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
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called 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.
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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,
. 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
. 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.
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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 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.
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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.
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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. As of the date hereof, these ratings have not been changed. 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
33
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.
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.
34
Certificated Notes
Interests in the Global Notes will be exchanged for certificated notes if:
. 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.
35
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, 2002 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.
36
$300,000,000
NCR CORPORATION
Offer to Exchange
7.125% Senior Notes due 2009
for
7.125% Senior Notes due 2009
-----------------
PROSPECTUS
-----------------
, 2003
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 that he or she did not meet the necessary standard of
conduct. The right of an officer or director to
II-1
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 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:
(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.
II-2
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 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-3
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
April 2, 2003.
NCR CORPORATION
By /s/ Mark V. Hurd
-----------------------------
Mark V. Hurd
President and
Chief Executive Officer
Signature Title Date
--------- ----- ----
/s/ Mark V. Hurd President, Chief Executive
----------------------------- Officer and
Mark V. Hurd Director (principal executive officer) March 26, 2003
/s/ Earl Shanks Senior Vice President and
----------------------------- Chief Financial Officer
Earl Shanks (principal financial and
accounting officer) March 24, 2003
/s/ Lars Nyberg Chairman of the Board and
----------------------------- Director
Lars Nyberg March 31, 2003
/s/ Edward P. Boykin Director
-----------------------------
Edward P. Boykin March 31, 2003
/s/ Mark P. Frissora Director
-----------------------------
Mark P. Frissora March 25, 2003
/s/ David R. Holmes Director
-----------------------------
David R. Holmes March 26, 2003
/s/ Linda Fayne Levinson Director
-----------------------------
Linda Fayne Levinson March 31, 2003
/s/ James R. Long Director
-----------------------------
James R. Long April 1, 2003
/s/ C.K. Prahalad Director
-----------------------------
C.K. Prahalad March 24, 2003
/s/ James O. Robbins Director
-----------------------------
James O. Robbins March 25, 2003
/s/ William S. Stavropoulos Director
-----------------------------
William S. Stavropoulos March 24, 2003
II-4
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