UNITED STATES 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 (date of earliest event reported): May 30, 2002 NCR CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 001-00395 Maryland 31-0387920 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1700 S. Patterson Blvd. Dayton, Ohio 45479 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (937) 445-5000 N/A (Former name or former address, if changed since last report)
Item 5. Other Events. On May 30, 2002, NCR issued a press release announcing it's intention to raise $300 million through a Rule 144A offering of senior unsecured notes due in 2009. The press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. The following exhibit is filed herewith: 99.1 Press Release dated May 30, 2002.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NCR CORPORATION Date: May 30, 2002 By: /s/ Earl Shanks ---------------------------- Senior Vice President and Chief Financial Officer
Exhibit 99.1 1700 South Patterson Boulevard Dayton, OH 45479 [LOGO] NCR NEWS RELEASE Transforming Transactions into Relationships For media information: For investor information: John Hourigan Gregg Swearingen 937-445-2078 (office) 937-445-4700 (office) john.hourigan@ncr.com gregg.swearingen@ncr.com - --------------------- ------------------------ For Release on May 30, 2002 - --------------------------- NCR Announces Proposed $300 Million Debt Issue DAYTON, Ohio - NCR Corporation (NYSE: NCR) today announced its --------------- intention to raise $300 million through a Rule 144A offering of senior unsecured notes due in 2009. Proceeds from the Rule 144A offering will be used for general corporate purposes and to repay certain short-term debt. The notes will be offered to qualified institutional buyers in accordance with Rule 144A and outside the United States in accordance with Regulation S under the Securities Act of 1933. The notes have not been registered under the Securities Act and may not be offered or sold in the United States without appropriate registration or pursuant to an applicable exemption from the Securities Act registration requirements. This news release is for informational purposes only and does not constitute an offer to sell or a solicitation of offers to buy the notes, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. About NCR Corporation NCR Corporation (NYSE: NCR) is a leading global technology company helping businesses build stronger relationships with their customers. NCR's ATMs, retail systems, Teradata(R) data warehouses and IT services provide Relationship Technology(TM) solutions that maximize the value of customer interactions. Based in Dayton, Ohio, NCR (www.ncr.com) employs 30,300 people in ----------- over 100 countries. # # # NCR and Teradata are trademarks or registered trademarks of NCR Corporation in the United States and other countries.