NCR Will Woo Big Holders in Bid to Defeat AT&T; Offer

NCR Corp. said Thursday that its top executives will be meeting soon with representatives of the firm’s major institutional shareholders to build support for their rejection of American Telephone & Telegraph’s $6.1-billion hostile takeover bid.

NCR’s board also met Thursday but issued no statement. Company officials said the board will respond to AT&T;’s $90-per-share tender offer by Dec. 19, the legal deadline.

NCR’s aim is to get its institutional holders--who NCR officials claim own about 60% of the firm’s stock--to back the company’s defiance of AT&T;’s bid and defeat any proxy fight that AT&T; might trigger.

However, analysts said, NCR has a hard sell. “To an NCR shareholder, the AT&T; offer has got to look very good,” said Craig Ellis, an analyst at C. J. Lawrence Inc. in New York. “The NCR board has got to have a plan to come up with something better if they expect their shareholders to back them.”