Roanoke Times
Copyright (c) 1995, Landmark Communications, Inc.
DATE: THURSDAY, March 28, 1991 TAG: 9103280498
SECTION: BUSINESS PAGE: B-7 EDITION: EVENING
SOURCE: Associated Press
DATELINE: DAYTON, OHIO LENGTH: Medium
NCR late Wednesday made a $110 counteroffer that was rejected by AT&T, which has offered $90 per share for the computer maker.
In a statement today, NCR said, "No new proposal has been received from AT&T. However, NCR expects that discussion will continue."
Neither AT&T nor NCR would comment today on when negotiations would take place, and both sides were expecting to proceed with the special stockholders meeting.
The meeting caps a nearly four-month $6.1 billion hostile takeover effort for NCR by the American Telephone & Telegraph Co. The phone company has also made a $100 per share proposal that depends on shareholders removing NCR's board.
AT&T spokesman Walter Murphy said Wednesday night that financial advisers for both companies had met earlier in the day at the request of NCR.
"NCR's representatives proposed a transaction at $110 [a share]," said Murphy. "AT&T said it would not meet that price."
NCR spokesman Bob Farkas said he could neither confirm nor deny that report.
NCR's directors were scheduled to meet today prior to the special shareholders meeting. NCR spokesman Mark Feighery said he didn't know what the directors planned to discuss.
AT&T must win the vote of at least 80 percent of the outstanding NCR shares to remove NCR's board. However, the voting results aren't expected to be publicly released for up to two weeks as the Corporation Trust Co. of Wilmington, Del., tabulates and certifies the proxies.
The special meeting was requested last January by AT&T, which is seeking to replace NCR's entire board of directors with its own candidates. If successful, AT&T could clear the way for a takeover by removing NCR's takeover defenses.
If the entire NCR board is not removed, AT&T has said it intends to pursue its $90-a-share offer.
Feighery said the special meeting would be immediately followed by the regular annual shareholders meeting at which four of NCR's 12 directors will be up for re-election. AT&T would need only a majority vote to win the four seats, but NCR has amended its corporate bylaws to allow for expansion of the board that would enable the ousted NCR directors to be elected to the new slots.
by CNB