AT&T; and NCR Chiefs’ Talks Get Nowhere

The chairmen of NCR Corp. and American Telephone & Telegraph accused each other Tuesday of refusing to negotiate an end to AT&T;’s hostile takeover bid for NCR, apparently leaving a stalemate for NCR shareholders to settle at their special meeting Thursday.

In interviews Tuesday, NCR Corp. Chairman Charles E. Exley Jr. said no progress was made in daylong talks held Monday with AT&T; Chairman Robert E. Allen. Exley added that any move to settle the nearly four-month fight must come from AT&T.; “The ball is in AT&T;’s court,” Exley said.

For his part, Allen said Exley simply refused to negotiate over AT&T;’s terms for taking over the nation’s fifth-largest computer company and only wanted the telecommunications company to increase its price “substantially” beyond its most recent $100-per-share offer.

In a letter sent to Exley on Tuesday, Allen said it was “entirely inappropriate” for NCR to insist that AT&T; bid against itself. “We will not do it,” Allen wrote. “Our offer is fair, and it stands as stated.”

No further discussions are scheduled, AT&T; said.

Representatives of both companies said they are prepared to take their cases to NCR shareholders, who will vote Thursday on an AT&T; proposal to oust the entire NCR board and replace it with a slate favorable to AT&T;’s takeover bid.

Despite the posturing coming from both companies, several analysts said they still believe that the matter will be settled before the shareholders meeting because neither side can win a clear-cut victory at the meeting.

Many analysts predict that AT&T; cannot win the 80% shareholder vote required to oust the entire 12-member NCR board. That would force AT&T; to settle for four seats that it can win with 50% support, a level NCR concedes that AT&T; can attain.