NCR Rips AT&T;, but Some Think Deal Is Likely : Technology: Analysts suspect a sweetened bid would be accepted. NCR’s chairman sounds dead-set against it, however.

SAN FRANCISCO —  NCR Corp.’s chairman on Monday loudly denounced American Telephone & Telegraph’s $6-billion takeover offer, but analysts nonetheless said they expect NCR eventually to accept a slightly sweetened bid from the telecommunications giant.

NCR Chairman Charles E. Exley Jr., contending that AT&T; had “nothing to contribute except confusion,” called the offer “grossly inadequate” and said the Dayton, Ohio-based computer company was not interested in being acquired.

Still, the NCR board will consider AT&T;’s offer of $90-a-share in stock on Wednesday. And analysts said AT&T; had offered a large enough premium over NCR’s recent stock price that the nation’s fifth-largest computer firm would be able to do little more than angle for a better price.

“The dance that’s taking place is a required dance,” said John B. Jones Jr., an analyst at Montgomery Securities. “They’re posturing to get as much as they possibly can.”

But Exley was vehement in his opposition to the deal during a telephone interview, and he appeared especially angry that AT&T; had gone public with what he called “ultimatums and demands.” AT&T; divulged its offer Sunday after several meetings with NCR since mid-November produced no agreement on an amicable buyout. NCR said its board has already rejected an $85-per-share bid from AT&T.;

AT&T; has set Wednesday as a deadline for NCR to accept the offer. If it rejects the bid, NCR faces a possible hostile tender offer.

NCR stock rose $24.75 per share Monday to close at $81.50 in heavy New York Stock Exchange trading. But the fact that it closed far below the $90-per-share offer price suggested that investors were skeptical that a higher offer would emerge. AT&T;’s stock dipped $2 per share to $30.125 in NYSE trading.

AT&T; said Monday that it would be prepared to offer a higher price if NCR could demonstrate why it was worth more. It added that it was ready to make an all-cash offer if necessary. A spokesman maintained that AT&T; did not view the offer as hostile, but Exley said it was “hard to see it as friendly at this point.”

NCR has several tools for blocking a takeover, including a “poison pill” defense adopted in 1986. Exley said the poison pill would be used in the event of a hostile tender offer for NCR shares. The poison pill would dilute a hostile suitor’s stock position in NCR, making such a deal virtually impossible.

NCR is also incorporated in Maryland, where a state law would prevent AT&T; from merging NCR’s operations into its own for five years if a buyout is unfriendly. NCR also could seek a friendly “white knight” purchaser or attempt to acquire its own stock through a leveraged buyout, but analysts said these alternatives did not appear viable.

Computer industry experts, meanwhile, were unenthusiastic about the proposed transaction, especially if it ends as a hostile takeover. Though most agreed that the two firms’ computer businesses fit well together from a product standpoint, they questioned whether AT&T; would be any more successful with NCR than with its other ill-fated efforts in the computer world.

“As mergers go, this is a pretty good one, but I’m still skeptical that it would work,” said David Card, an analyst with International Data Corp., a market research firm in Framingham, Mass. Analyst Robert Kidd of Dataquest, a San Jose market research firm, added that NCR has made good moves in recent years, but that performance would be threatened by subjugating the firm to AT&T;’s “huge bureaucracy.”

A key element of AT&T;’s strategy in pursuing the buyout is to retain current NCR management--including Exley--and essentially hand AT&T;’s computer business over to NCR. The Ohio company would retain its own headquarters, name, sales force and the right to accept or reject pieces of AT&T;’s existing computer business.

But Exley said categorically: “I don’t want to be a part of a post-merger company.” TECH STOCKS SOAR

AT&T;’s bid for NCR sparks buying of long-sluggish computer shares. D2