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NCR Turns Over Shareholder List to AT&T

February 12, 1991

NEW YORK (AP) _ NCR Corp. on Tuesday turned over a list of its stockholders to American Telephone & Telegraph Co., a day after a federal appeals court ruled that NCR must take the step.

AT&T wanted the list so that it could better lobby NCR shareholders on behalf of its $6.1 billion hostile takeover bid for the computer maker.

The 2nd U.S. Circuit Court of Appeals in Manhattan, in a decision dated Monday but disclosed Tuesday, lifted a stay that had delayed release of the list.

The court said NCR must turn over a list of all shareholders except those whose shares are held by securities firms on the owners’ behalf.

NCR turned over the list Tuesday afternoon, said AT&T spokeswoman Jane Biba.

″We intend to solicit proxies (from NCR shareholders) as soon as possible″ using the list, she said. The proxies would authorize votes from shareholders at a special NCR stockholder meeting on whether NCR’s directors should be replaced. The board has blocked the takeover, calling the $90-a- share offer inadequate.

A U.S. District Court judge in Manhattan had ruled last month that NCR must turn over the list, but NCR appealed the order and the appeals court stayed the ruling.

Although the appeals court lifted the stay Monday, it has not ruled on NCR’s appeal. That means the court still could rule in NCR’s favor, requiring AT&T to return the list.

″The order for us to turn over the list was an immediate one, so we complied with it,″ said NCR spokesman Mark Feighery. Commenting on the fact that NCR’s appeal remained before the court, he said, ″It’s a peculiar situation.″

In a letter to the court, a copy of which was released by AT&T, NCR’s lawyers said the company’s board will meet Feb. 20 to set dates for both the special shareholders meeting and for NCR’s annual meeting, which usually is held in April.

AT&T must win the votes of owners of 80 percent of NCR stock to remove the directors and replace them with the phone company’s candidates.

AT&T also said Tuesday it had filed a motion in U.S. District Court in Dayton, Ohio, where NCR is based, asking the court to dismiss an antitrust suit NCR filed against AT&T.

NCR shares rose 25 cents Tuesday to close at $92 in New York Stock Exchange trading.

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