bill@ssbn.WLK.COM (Bill Kennedy) (04/23/91)
I have the questionable coincidence of being the coordinator for both the AT&T PC63xx and NCR Tower mailing list. When Greg Hackney asked me to take the reins on the NCR list we agreed that there was little in common between the two but that was before the two companies started kicking and scratching. This is the first of two submissions to the AT&T list that I thought might be of interest to the NCR group. |From: wrangler!attmail!ehopper (Edward T Hopper ) |Subject: AT&T TODAY FLASH - 4/21/91 |---------------------------------------------------------------- | AT&T TODAY | | Sunday, April 21, 1991 -- 8:30 p.m. EDT | | | * * * * * * * | | FLASH | | * * * * * * * | | [This release was issued to the media at 8:30 p.m. EDT on Sunday. | For the regular Friday edition, see the previous item in the | !att3:today shared folder.] | | AT&T announced today 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 of each NCR share. AT&T said that 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" pursuant to 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 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 the concerns of 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. | | | # # # -- Bill Kennedy internet bill@ssbn.WLK.COM or ssbn!bill@attmail.COM uucp {att,cs.utexas.edu,pyramid!daver}!ssbn.wlk.com!bill