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

DATE: THURSDAY, March 28, 1991                   TAG: 9103280123
SECTION: BUSINESS                    PAGE: B-7   EDITION: METRO 
SOURCE: 
DATELINE:                                 LENGTH: Short

AT&T TAKEOVER TRY FORECAST TO FALL SHORT

American Telephone and Telegraph Co. is expected to come up short in its effort to oust the board of NCR Corp. at the computer maker's annual meeting today.

Results of the proxy fight will not be known until next week at the earliest, but executives of both companies seem to expect AT&T to fail to obtain the 80 percent shareholder vote it needs to take control of the company. AT&T is expected to win four board seats.

Nearly 70 percent of NCR stock has been tendered in support of AT&T's takeover offer, announced in December. But NCR's bylaws require an 80 percent vote to remove its board.

"An 80 percent vote is a very difficult vote to obtain," Robert E. Allen, chairman of AT&T, said in a telephone call Wednesday. He also said AT&T would go into court Friday, seeking to have NCR's anti-takeover defenses thrown out, if the vote comes up short.

Charles E. Exley Jr., chairman of NCR, has said he expects the company to do well at the meeting. - The New York Times

by CNB