AT&T; Says It Has Tenders for 70% of NCR : Takeovers: The telecommunications giant also contends that it has more than enough support to call a special meeting to oust NCR’s board.

American Telephone & Telegraph Co. on Wednesday stepped closer to winning its monthlong hostile bid for NCR Corp., announcing that 70% of NCR’s shares have been tendered at AT&T;’s $90-a-share offer.

In addition, AT&T; said owners of more than 50% of NCR’s shares--more than twice the required level--support the telecommunication company’s call for a special NCR shareholder meeting. At that meeting, AT&T; will seek to replace a majority of the NCR board with directors willing to support a merger of the two companies.

The twin announcements immediately reignited expectations among Wall Street observers that merger negotiations will be held soon. Analysts said that if NCR, which has repeatedly called the $90-per-share all-cash offer “grossly inadequate” and demanded $125 per share, agrees to such talks promptly, AT&T; would probably increase its offer, although not as high as NCR has sought.

AT&T;, which desperately wants a strong presence in the computer industry, is seeking NCR, the nation’s fifth-largest computer maker, to replace its own computer operations, which have lost upwards of $2 billion in the past six years.

At their regular monthly meeting in New York on Wednesday, NCR directors again rejected the AT&T; offer and reaffirmed their intention to keep the company independent. NCR has repeatedly resisted AT&T;, claiming that it does not want to become part of a rescue package for the telecommunication company’s failed computer efforts.

Analysts expressed surprise at NCR’s continued opposition to the merger.

“This is done deal, and the merger is going to happen,” said Jack Grubman, a telecommunications analyst at Paine Webber Inc. in New York. “AT&T; isn’t just going to go away because the NCR board keeps saying ‘no.’ At some point the board is going to have to start negotiating.”

Grubman said he thinks that prompt and friendly negotiations could bring an offer of $100 to $105 per share from AT&T;, a price range echoed by John Jones, a computer analyst at Montgomery Securities in San Francisco.

NCR shares closed at $85.25 on Wednesday, up $1 on the New York Stock Exchange. AT&T; shares increased 37.5 cents to close at $29.625.

AT&T; said the results of the tender offer and proxy solicitation are “clear signals” that NCR stockholders “want to decide for themselves about our offer.”

The company said it was extending its tender offer, which was to expire at midnight Tuesday, until Feb. 15. An AT&T; spokesman said the company must extend the offer to keep it alive while AT&T; fights NCR’s strong anti-takeover defenses.

Although AT&T; has challenged the legality of the anti-takeover measures in court, it has maintained that a faster solution is replacing NCR’s current board with one willing to drop the defenses. At the special meeting required by AT&T;’s successful proxy solicitation, AT&T; would have to get approval from owners of at least 80% of the shares to replace the current NCR board majority with one favorably disposed to a merger.

Analysts said it is still too early to tell whether AT&T; could gain the 80% approval needed to install its own board majority. Records indicate that NCR board members and employees hold less than 10% of the company’s shares.