AT&T attempts to block NCR from using Md. takeover law

December 06, 1990|By Kelly Gilbert | Kelly Gilbert,Evening Sun Staff

American Telephone and Telegraph Co. has filed suit in U.S. District Court in Baltimore in an effort to block NCR Corp. and its board from preventing a takeover of the Dayton, Ohio-based company.

AT&T spokeswoman Paula Horii said AT&T filed a companion suit today in U.S. District Court in Columbus, Ohio, to prevent NCR from tying up AT&T with requests for information under state laws there.

The Baltimore suit, filed late yesterday, names NCR Corp., a Maryland-chartered company, and Maryland Attorney General J. Joseph Curran, a noted foe of corporate takeovers, as co-defendants.

That suit asks a federal judge to enjoin the defendants from using the Maryland Business Combination Act to bar AT&T from acquiring enough NCR stock, or revocable proxies, to take over NCR and from using state law to bar AT&T's acquisition attempt.

The Maryland law would impose a five-year moratorium on acquiring enough stock or proxies to force the takeover.

AT&T has issued a tender offer of $90 per share for NCR common stock, which the lawsuit said is "a premium of nearly 90 percent over the market price of NCR's common shares."

NCR Chairman Charles E. Exley Jr. has told AT&T that his company would not consider a tender offer of less than $125 per share, and indications are that the NCR board considers the tender offer to be a hostile takeover attempt.

But Horii, of AT&T, said her company doesn't think the lawsuits "should be consider hostile actions. They're just something our lawyers have done" as part of the normal business of acquisition.

NCR spokeswoman Connie Olasz said today that her company has not yet seen the suits and could not comment on them.

But she confirmed that NCR's board of directors yesterday voted to opt out of Maryland's Control Share Acquisition statute in an attempt to block AT&T from prompting a special shareholders' meeting to vote on the suitor's tender offer. By opting out, NCR is forcing shareholders to control 25 percent of the stock to call a meeting.

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