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P.M. BRIEFING : AT&T Launches NCR Proxy Fight

January 02, 1991|From Times Wire Services

NEW YORK — American Telephone & Telegraph Co. said today it has taken the first step in its planned proxy fight to oust the directors of NCR Corp. as part of its takeover bid for the computer maker.

By gaining control of NCR's board, AT&T could remove NCR's "poison pill" anti-takeover plan that would make it much more costly and difficult for the phone company to win in its hostile takeover move.

AT&T has offered $90 a share in cash to NCR's shareholders under a tender offer it launched Dec. 6. The $6.1-billion offer expires Jan. 15.

In material sent to NCR shareholders, AT&T said it asks them to authorize a special meeting of NCR's board to oust the directors and approve the takeover bid.

Twenty-five percent of NCR's shares must be voted in favor of a special meeting, while affirmative votes from 80% of the shares are needed to remove the directors.

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