ROANOKE TIMES 

                         Roanoke Times
                 Copyright (c) 1995, Landmark Communications, Inc.

DATE: WEDNESDAY, March 6, 1991                   TAG: 9103060137
SECTION: BUSINESS                    PAGE: A-7   EDITION: METRO 
SOURCE: 
DATELINE:                                 LENGTH: Short

AT&T SEEKS RULING AGAINST NCR PLAN

American Telephone and Telegraph Co. on Tuesday asked a U.S. District Court in Dayton, Ohio, to declare NCR Corp.'s newly created employee-stock-ownership plan invalid.

AT&T said in court papers that NCR directors had breached their fiduciary duties by creating an employee stock plan designed to deny NCR stockholders "the ability to decide for themselves whether or not to accept the AT&T tender offer."

AT&T, which is trying to acquire the computer maker for $6.1 billion, said the stock plan diluted existing NCR stockholder voting power by 8 percent. NCR adopted the plan, which effectively puts 8 percent of its common stock in employees' hands, at a board meeting on Feb. 20. - The New York Times 


 by CNB