bill@ssbn.WLK.COM (Bill Kennedy) (04/23/91)
This is the second AT&T Today article, it's longer, just hit `n' if you aren't interested. At least it utters or murmurs something that resembles concern for the two work forces... |Date: Mon Apr 22 14:07:33 CDT 1991 |From: wrangler!attmail!ehopper (Edward T Hopper ) | | AT&T TODAY | | Monday, April 22, 1991 -- Noon EDT | |AT&T ANNOUNCES *** AT&T announced yesterday that it had made a |proposal to NCR Corp. late Friday to acquire NCR in an all-stock |merger transaction that would meet NCR's asking price of $110 a |share. Despite numerous discussions through the weekend, the |offer has not been accepted. The AT&T proposal provides for the |exchange of 2.943 AT&T shares for each NCR share. AT&T said this |would be the equivalent of NCR's asking price of $110 per NCR |share based on AT&T's market price of $37.375 on April 19. | The AT&T proposal included a "collar" under which the NCR |stockholders would be protected by receiving up to 3.099 AT&T |shares if the AT&T stock price averaged less than $37.375 during a |20-day period prior to the NCR stockholder meeting to vote on the |merger. If the average price of AT&T were more than $37.375, the |NCR stockholders would receive that number of AT&T shares which |equal $110 per NCR share but in no event less than 2.803 AT&T |shares. Under this proposal, the merger would be tax-free to NCR |stockholders. | AT&T Chairman Robert E. Allen said, "The recent increase in |our stock price provided us with an opportunity to offer NCR its |asking price and still be fair to AT&T shareowners. This is the |best offer NCR stockholders will see. There will be nothing |better. I believe NCR stockholders will be deeply disappointed if |this opportunity is not seized on their behalf." AT&T said its |proposal provided that if, through joint discussions between the |two companies and the Securities and Exchange Commission, AT&T was |unable to satisfy itself that an all-stock merger could be |accounted for as a pooling of interests, then the all-stock merger |would be converted to a cash election merger. In the cash |election merger, 40% of NCR's stock would be acquired for $110 |cash per share and the remaining 60% would be acquired for 2.943 |AT&T shares for each NCR share. The cash election merger, AT&T |said, would be accounted for as a purchase that would be tax-free |to NCR stockholders except to the extent that they receive cash. | Allen said it "is time to bring these negotiations to a close |if for no other reason than concern for employees of both AT&T and |NCR. They have been living with uncertainty for far too long and |need to be able to get on with their work without this huge |question mark hanging over their heads." AT&T also said its |proposal was subject to NCR Chairman Charles E. Exley Jr., |remaining with NCR for a reasonable transition period and an |agreed-upon meeting between AT&T and the seven other senior NCR |officers. The purpose of the meeting with the other NCR officers |would be to work out new employment arrangements to retain their |leadership, AT&T said. [See media reports below.] | |AT&T IN THE NEWS *** BID BYTES -- Although the two sides couldn't |reach an agreement at the weekend, it seemed possible that AT&T's |new approach of raising its offer by using its own stock could |result in a friendly merger pact during the next few days if the |two sides can agree on acceptable mechanics for the offer. An NCR |spokesman stated that Charles Exley, NCR's chairman, had said he |would recommend that NCR's board accept the offer if assurances |could be given that the offer would have a value of $110 a share |when the acquisition closes. Meantime, NCR said it was studying |the AT&T proposal. [WSJ] | |*** AT&T prefers an all-stock deal that qualifies for a favorable |accounting treatment known as "pooling of interests." AT&T would |thus avoid heavy acquisition-related charges against its earnings. |[Chicago Tribune] | |*** Despite NCR's failure to accept the deal outright, analysts |said they believe that an agreement will be struck. "This is an |all-but-done deal," said Ulrich Weil, a high-tech analyst. "NCR |may be trying to extract a few more concessions, which is typical |in negotiations. But the deal is definitely in the final rounds." |[LA Times] | |*** No matter how it ends, the deal [AT&T's bid for NCR] will go |down in the business history books as one that turned on the |personalities of the top executives of the two companies. By |professing that a takeover is possible, Exley sends a message to |stockholders and to his own board of directors that he isn't being |fiscally irresponsible. Yet by refusing to engage -- so far, at |least -- in serious negotiations with AT&T, he may also be sending |signs to opponents of the takeover that the only way the deal will |get accomplished is over his retired body. Chairman Allen's goal |is simple. He wants to purchase NCR for what he considers a fair |price. Allen, say people who know him, isn't easily swayed once |he makes up his mind. Until Allen and Exley can finally get into |a room and start communicating, the best anyone can say about |these two very different men is that "they couldn't be more |cordial" to one another. [John Crudele, syndicated columnist] Maybe the suits can finally figure this out :-( -- Bill Kennedy internet bill@ssbn.WLK.COM or ssbn!bill@attmail.COM uucp {att,cs.utexas.edu,pyramid!daver}!ssbn.wlk.com!bill