NCR Expands Board, Adds President, CEO
NCR Corp. said Monday that its board had voted to increase its size by reappointing Chief Executive Charles E. Exley Jr. and President Gilbert Williamson.
The announcement, which had been expected, came as the computer maker continued to negotiate with American Telephone & Telegraph Co. about AT&T;’s proposed takeover.
Exley, Williamson and two other directors lost reelection to the 12-member NCR board last month to four candidates nominated by AT&T.;
The long-distance giant has been trying to buy NCR for five months.
NCR spokesman Mark Feighery said the board met Sunday in New York and expanded its membership to 14, reappointing Exley and Williamson to one-year terms in the newly created spots.
Exley is to continue as chairman.
Last February, NCR amended its bylaws to allow the board to expand to 20 members and to allow ousted directors to be reappointed. The change was part of a protective strategy NCR devised against AT&T;’s takeover advances.
“In consideration of the many operational issues facing the board, the board believed it was prudent to have the company’s chief executive officer and president as members of the board,” said Charles P. Russ, vice president, secretary and general counsel for NCR.
AT&T; declined to comment on the board’s action. The AT&T; candidates are to begin serving their NCR board terms today.
Industry analysts and takeover experts said they saw little of note in NCR’s move or a joint statement they issued Sunday about their talks.
Reflecting that, the companies’ stock prices were little changed. NCR shares closed down 50 cents at $103.375, and AT&T; slid 87.5 cents to $37.125 in New York Stock Exchange trading.
AT&T; has offered $110 a share for NCR in a stock swap, but NCR has said the proposed deal fails to provide enough assurance that NCR shareholders would receive the full $110 value should the price of AT&T; stock slip.
It’s not clear whether AT&T; has responded to an NCR counteroffer that would give NCR shareholders more protection.
On Sunday, AT&T; said both were making progress toward an agreement.
Bill Mullane, a spokesman for AT&T;, said Monday that the talks were continuing, but he gave no indication about progress.
“Nobody’s characterizing anything,” he said.
AT&T; has been trying to buy NCR since November.
It sees the Dayton, Ohio-based company as the salvation for its money-losing computer division.
NCR, the nation’s fifth-largest computer maker, also is a major manufacturer of automated teller machines and cash registers.
