AT&T; Sees Partial Victory at NCR

DAYTON, Ohio —  AT&T; estimates that it received about 60% of outstanding NCR Corp. shares at last week’s shareholders meeting, short of the 80% needed to replace the entire 12-member NCR board, according to court documents released Monday.

However, AT&T; attorney Thomas Ridgley was quoted in the documents as saying that it appears that AT&T; has sufficient votes “by a substantial margin” to replace four directors with its own candidates.

American Telephone & Telegraph Co. need receive only a majority of the outstanding shares to replace the four.

“We think it’s about 60% of the outstanding shares, but it’s very tentative,” said AT&T; spokesman Jane Biba. She said it will probably be the end of next week before the votes are tabulated and the results known.

AT&T;, which has launched a takeover bid for the Dayton-based computer company, had sought to replace the entire board, a move that would have allowed it to remove NCR’s takeover defenses.

A source close to NCR has said AT&T; received more than half the votes it needed but fewer than 60%.

U.S. District Judge Walter Rice is currently considering an antitrust lawsuit filed against AT&T; by NCR and a challenge of NCR’s takeover defenses by AT&T.; Ridgley’s comments were included in a transcript of a telephone conference between Rice and attorneys last Friday.