SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(AMENDMENT NO. 1 )
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: March 19, 1997
(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
(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. As
of March 19, 1997, the date of filing of NCR's report on Form 1O-K for the
year ended December 31, 1996, Coopers & Lybrand L.L.P. no longer serves as
independent accountants of NCR.
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
During NCR's two most recent fiscal years and through March 19, 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 and Exchange Commission ("SEC") stating
that it agrees with the above statements. A copy of Coopers & Lybrand's
letter to the SEC, dated March 19, is filed as Exhibit 16 to the Form 8-K.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
( c ) Exhibits.
16. Letter re: Change in Certifying Accountants
Date: March 25, 1997 By: /s/ John L. Giering
John L. Giering, Senior
Vice President and Chief
INVESTOR RELATIONS DEPARTMENT
[Coopers & Lybrand L.L.P. Letterhead]
March 19, 1997
Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
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-KA report for the month of March, 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.