<PAGE> 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: FEBRUARY 21, 1997 NCR CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MARYLAND 001-00395 31-0387920 (STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 1700 S. PATTERSON BLVD., DAYTON, OH 45479 (937)445-5000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Effective February 21, 1997, upon the recommendation of the Audit and Finance Committee of the Board of Directors of NCR Corporation ("NCR"), the Board appointed Price Waterhouse L.L.P. as independent accountants for 1997. NCR's dismissal of its current independent accountants, Coopers & Lybrand L.L.P., becomes effective as of the date of filing of NCR's report on Form 10-K for the year ended December 31, 1996. The reports by Coopers & Lybrand L.L.P. on the consolidated financial statements of NCR for each of the two fiscal years in the period ended December 31, 1996 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During NCR's two most recent fiscal years and through February 25, 1997, there have been no disagreements with the former independent accountants, Coopers & Lybrand L.L.P., on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. NCR has requested that Coopers & Lybrand L.L.P. furnish it with a letter addressed to the Securities Exchange Commission ("SEC") stating whether it agrees with the above statements. A copy of Coopers & Lybrand's letter to the SEC, dated February 25, is filed as Exhibit 16 to the Form 8-K.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. 16. Letter re: Change in Certifying Accountants NCR Corporation Date: February 26, 1997 By: /s/ JOHN L. GIERING --------------------------- John L. Giering, Senior Vice President and Chief Financial Officer NCR CORPORATION INVESTOR RELATIONS DEPARTMENT Tel: 937-445-5905 Fax: 937-445-5541 HTTP://WWW.NCR.COM
<PAGE> 1 Coopers Coopers & Lybrand L.L.P. 2080 Kettering Tower & Lybrand a professional services firm Dayton, Ohio 45423-2080 telephone (937)223-5185 facsimile (937)222-9227 February 25, 1997 Securities and Exchange Commission 450 5th Street, NW Washington, DC 20549 Gentlemen: We have read the statements made by NCR Corporation (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report for the month of February, 1997. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, /s/Coopers & Lybrand L.L.P. ------------------------ Coopers & Lybrand L.L.P.