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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[x] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NCR Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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Source: NCR Corporation Shareholder Services, 1-800-627-2303
Date: March 15, 1999-April 14, 1999
NCR
AUTOMATED VOICE RESPONSE SYSTEM
. Welcome to NCR Shareholder Services.
. NCR Corporation has not paid dividends since its spin-off from AT&T, which
was effective December 31, 1996. Therefore, you will not receive a 1099
dividend form from NCR.
MAIN MENU
. To listen to current company information, press one.
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. To receive cost basis or stock transfer instructions, press two.
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. For closing market prices, press three.
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(After hearing closing price) To hear additional prices for a specific
date, press one, or remain on the line to select other options (main menu)
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. For specific account information, press four.
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. To change or establish a personal identification number, press five.
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. To change your address or speak with a customer service representative, press
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zero. If you are calling from a rotary phone, please remain on the line.
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. To repeat this menu, press star.
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COMPANY INFORMATION
. Why is NCR proposing the stock splits?, please press one
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. What is the benefit to registered stockholders?, please press two
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. How will I be treated if I own fewer than ten shares in a record account?,
please press three
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. Will I be affected if I own 10 or more shares in my record account?,
please press four
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. What if I hold my shares in street name with my broker?, please press five
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. When will the transaction occur?, please press six
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Q#1: Why is NCR proposing the stock splits?
A: As of the record date for the 1999 Annual Meeting , February 8, 1999, NCR
had approximately 1 million registered stockholders, of which approximately
600,000 held less than 10 shares. Reducing the number of small odd-lot
positions will provide significant corporate savings and cost benefits. It
is estimated that this proposed transaction will save the Company
approximately $2 million per year. For more detailed information please
refer to NCR's 1999 Proxy Statement (pages 8-18).
Q#2: What is the benefit to registered shareholders?
A: For registered holders of less than ten shares, it provides a way to "cash
out" of their small positions without transaction costs, such as brokerage
commissions or fees. Due to the ratio of NCR shares distributed to AT&T
stockholders at the time of the spin-off, many stockholders received less
than 100 shares of NCR stock. Because of the inconvenience and high
brokerage commissions charged to sell odd-lots, many shareholders have
expressed a desire for a low-cost way to receive cash for these holdings.
In response, NCR is proposing this transaction, which provides a
cost-effective opportunity for shareholders owning fewer than 10 shares to
receive cash for their holdings. For more detailed information, please
refer to NCR's 1999 Proxy Statement (pages 8-18).
Q#3: How will I be treated if I own fewer than ten shares in a record account?
A: If the transaction is completed, you will be entitled to receive a cash
payment (without interest) based upon the trading value of your cashed-out
shares. For more detailed information please refer to NCR's 1999 Proxy
Statement (pages 8-18).
Q#4: Will I be affected if I own 10 or more shares in my record account?
A: No. The transaction only affects registered holders of fewer than 10 NCR
shares. For more detailed information please refer to NCR's 1999 Proxy
Statement (pages 8-18).
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Q#5: What if I hold my shares in street name with my broker?
A: While NCR would have liked to extend the transaction to street name
holders, extenuating circumstances prevented us from being able to
structure the transaction in that way. Therefore, we do not intend for the
proposed transaction to affect stockholders holding NCR stock in street
name through a nominee (such as a bank or broker). However, each nominee
may have different procedures, therefore, NCR stockholders holding NCR
stock in street name should contact their nominees to determine whether
they will be affected by the transaction.
Note: If you hold fewer than 10 shares in street name and want to be
cashed-out, you should instruct your nominee to transfer your shares into a
record account so they are registered in your name and settled prior to May
14, 1999. For more detailed information please refer to NCR's 1999 Proxy
Statement.
Q#6: When will the transaction occur?
A: If NCR's stockholders approve this proposal and the transaction is
completed as described in the 1999 proxy statement, the reverse and forward
splits would take place after the close of the market on Friday, May 14,
1999. For more detailed information please refer to NCR's 1999 Proxy
Statement (pages 8-18).