Top 100 Computer Companies
NCR Board Approves $250
Million Stock Repurchase
DAYTON, Ohio - On April 15, 1999, NCR's Board of Directors
authorized a stock repurchase program of $250 million. A portion of the proceeds will be
used to buy back the shares that are owned by certain small shareholders whose holdings in
NCR will be cashed-out as a result of the stock splits, with the remaining cash being used
to repurchase shares on an ongoing basis.
The value of the shares repurchased, as a result of the stock split, will be based upon
the average daily closing price per share of NCR stock on the New York Stock Exchange for
the ten trading days immediately before and including May 14, 1999. Continuing stock
repurchases may be made from time to time in the open market or through privately
negotiated transactions at management's discretion. Repurchased shares will be added to
NCR's authorized but unissued shares.
NCR shareholders approved the management proposal to effect a 1-for-10 reverse stock
split of the company's common stock, to be immediately followed by a 10-for-1 forward
stock split. The goal of this transaction is to provide small shareholders holding fewer
than ten shares, a cost-effective way to "cash-out" of their stock, while
providing an estimated cost savings of $2.2 million per year for NCR. Analysis of the
shareholder votes shows that an overwhelming majority of the approximately 600,000
shareholders directly affected by the cash-out who voted were in favor of the proposal.
"NCR's valuation remains compelling enough for us to repurchase our shares,"
said NCR Senior Vice President and CFO, David Bearman. "As a result, the Board
elected to repurchase the cashed-out shares instead of selling them in the open market. I
am confident that this program is benefiting both the individual shareholder and the
company, as a whole, as many small shareholders were not selling their positions due to
the high brokerage fees associated with odd-lot sales. If a shareholder owning less than
ten shares in a record account would like to retain his or her position, the shareholder
may, before May 14, purchase additional NCR shares in the open market, consolidate two or
more accounts, or move such holdings from a record account into a brokerage or street name
account," he added.
On May 14, 1999, NCR will effect the reverse stock split after the market closes at
approximately 6:00 p.m. Registered shareholders owning less than ten shares in a record
account at that time will receive cash for any fractional shares resulting from the
reverse split. Immediately following, at approximately 6:01 p.m. the forward stock split
will occur, returning all registered shareholders with ten or more shares prior to the
reverse split, back to their original share balance.
NCR Corporation (NYSE:NCR) is a recognized world leader in scalable data warehousing,
self-service and store automation solutions for the retail, financial and communications
industries and other select markets. NCR's solutions are built on the foundation of the
company's long-established industry knowledge and consulting expertise, value-adding
software, world-leading hardware technology, global customer support services and a
complete line of consumable and media products. More information on NCR and its products
can be found on the World Wide Web at: http://www.ncr.com.