SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 1)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NCR Corp.
(Name of Issuer)
Common
(Title of Class of Securities)
62886E108
(CUSIP Number)
Page 1 of 5 Pages
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SCHEDULE 13G
CUSIP No. 62886E108
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lazard Freres & Co. LLC
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3) SEC USE ONLY
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4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5) SOLE VOTING POWER
NUMBER 3,098,609
------------------------------------------------
OF 6) SHARED VOTING POWER
SHARES
BENEFICIALLY None
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OWNED BY 7) SOLE DISPOSITIVE POWER
EACH
REPORTING 4,328,187
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PERSON 8) SHARED DISPOSITIVE POWER
WITH None
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,328,187
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10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
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11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.19%
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12) TYPE OF REPORTING PERSON
IA
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Schedule 13G
Item 1(a). Name of Issuer:
NCR Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
1700 S. Patterson Blvd.
Dayton, Ohio 45479
Item 2(a). Name of Person Filing:
Lazard Freres & Co. LLC
Item 2(b). Address of Principal Business Office or, if None, Residence:
30 Rockefeller Plaza
New York, New York 10020
Item 2(c). Citizenship:
New York Limited Liability Company
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number: 62886E108
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
|_| (a) Broker or Dealer Registered Under Section 15 of the Act
|X| (e) Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
Item 4. Ownership.
(a) Amount beneficially owned: 4,328,187
(b) percent of class: 4.19%
(c) Number of shares as to which such person has:
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(i) Sole power to vote or to direct the vote: 3,098,609
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the disposition
of: 4,328,187
(iv) Shared power to dispose or to direct the disposition of: None
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following |X|
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Date: February 16,1999
Donald E. Klein
Vice President
