NCR Rejects AT&T;’s $90-a-Share Bid as ‘Grossly Inadequate’

NCR Corp. said today that its board of directors unanimously rejected American Telephone & Telegraph Co.’s $90-a-share cash tender offer for the computer maker.

In a statement, NCR called the hostile takeover bid “grossly inadequate and unfair.”

“Clearly, AT&T; is attempting, for its own purposes, to take advantage of NCR’s artificially and temporarily depressed stock price,” NCR Chairman Charles E. Exley Jr. said in the statement.

“We cannot and will not permit them to seize for themselves the enormous values that are building steadily within NCR,” Exley said. “Having ‘just said no’ to this grossly inadequate offer, we are focused on implementing the business strategy that will continue to build very real and very significant value for NCR shareholders, customers and employees.”

NCR’s board met Thursday in New York, the company said. It was the board’s first meeting since AT&T; launched the $6.1-billion tender offer Dec. 5.

Under Securities and Exchange Commission rules, NCR had 10 days--until next Wednesday--to advise stockholders on the bid and to file an opinion with the SEC.

NCR also said it filed amendments today to a lawsuit it had filed earlier in U.S. District Court in Dayton, Ohio, its headquarters city. The suit seeks to have NCR’s anti-takeover plan declared valid.

The amendments allege that AT&T;’s government filings for its tender offer are “false, manipulative and misleading” and that they violate federal securities law.

AT&T; spokesman Walter Murphy said the phone company had no immediate comment on the amended suit.

Earlier today, AT&T; said it was disappointed by the NCR board’s rejection of the tender offer.

“Our $90-per-share price is a full, fair offer, as we believe NCR shareholders, if given the opportunity to decide, would agree,” the phone company said in a statement.