AT&T; Says Bid for NCR Has Regulators’ OK

NEW YORK — American Telephone & Telegraph Co. said Monday that it has cleared the main regulatory hurdle to its $6.12-billion hostile takeover bid for computer maker NCR Corp.

The clearance paves the way for AT&T; to proceed with its offer to buy all of NCR’s stock for $90 a share directly from stockholders.

But the fight for the company is far from over. NCR Corp. has a “poison pill” provision in its bylaws that makes a hostile takeover prohibitively expensive. AT&T; probably will have to try to unseat the board to be successful.

Under the Hart-Scott-Rodino Act of 1978, the Federal Trade Commission and the Justice Department review proposed mergers and acquisitions for possible violations of antitrust law, which is designed to maintain competition and prevent monopolies.

The government had until midnight Friday to review the AT&T;’s buyout offer, and the Justice Department allowed the deadline to pass without raising any objections, AT&T; said.

In an interview Sunday, Chairman and Chief Executive Charles Exley reiterated NCR’s rejection of the unsolicited offer by AT&T;, which has tried for years to build a computer business but has lost billions of dollars in the attempt.

Dayton, Ohio-based NCR “is not searching for a white knight,” Exley told ABC’s “Business World.”

“We don’t have an anti-AT&T; campaign,” he said. “We want to remain independent from anybody.”

NCR has described AT&T;’s Dec. 2 offer as “grossly inadequate.” The NCR rejection set the stage for an AT&T; effort to try to unseat the NCR board in a proxy battle. Four directors, including Exley, are up for reelection in early 1991.

AT&T;’s offer for all of NCR’s common shares is scheduled to expire at midnight Jan. 15.