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Print Request:   Selected Document(s): 6,22,39,40,66

Time of Request: December 11, 2000  07:25 pm EST
Number of Lines: 475
Job Number:      59:0:18429396
Client ID/Project Name: 70

Research Information:

General News;American Telephone & Telegraph, NCR, (pooling of interests)

Note:
Hi Jeff, here are the docs I thought were good, keep in mind that I referenced
these in my paper.  Cheers


6 of 67 DOCUMENTS

The Associated Press

The materials in the AP file were compiled by The Associated Press. These
materials may not be republished without the express written consent of The
Associated Press.

August 29, 1991, Thursday, BC cycle

SECTION: Business News

LENGTH: 322 words

HEADLINE: NCR to Sell Stock Privately to Consummate Merger With AT&T

DATELINE: NEW YORK

BODY:

NCR Corp. and American Telephone & Telegraph Co. said Thursday they have
agreed to sell 6.3 million shares of NCR privately as part of the phone
company's purchase of the computer maker.

The companies announced earlier this month they would sell the stock to the
public in a step to obtain regulatory approval of their merger as a "pooling 
of
interests."

Such approval provides favorable tax treatment for AT&T. But the company
could not obtain such a ruling from regulators because NCR had repurchased 
some
of its stock from the public in the two years preceeding the May 6 merger
announcement, which is not allowed under regulations.

To undo those stock purchases, NCR announced Aug. 9 it would sell the 6.3
million shares back to the public.

But the companies said Thursday they had decided to sell the stock privately
instead, at $ 102.75 a share, to clients of four affiliates of The Capital 
Group
Inc., a Los Angeles-based investment management company.

AT&T said the private placement would limit the chances of unfavorable market
conditions at the time of a public offering.

NCR stock closed Thursday at $ 108.12 a share on the New York Stock Exchange,
up 37 cents.

The NCR shares will be converted into AT&T shares when the merger is
completed. The deal will make the Capital Group clients the largest AT&T
shareholder collectively, at about 1.5 percent, the phone company said. AT&T 
is
the most widely held stock, so no single shareholder owns a large percentage 
of
its stock.

The stock sale will be completed after NCR shareholders approve the merger at
a meeting Sept. 13, the two companies said.

The four Capital Group companies involved in the stock purchase are Capital
Research and Management Co., manager of the American Funds Group of mutual
funds; Capital Guardian Trust Co., a manager of institutional accounts; 
Capital
International Ltd., based in London; and Capital International S.A. of Geneva.

LANGUAGE: ENGLISH

22 of 67 DOCUMENTS

Copyright 1991 The New York Times Company

The New York Times



July 4, 1991, Thursday, Late Edition - Final

SECTION: Section D; Page 2; Column 5; Financial Desk

LENGTH: 529 words

HEADLINE: A.T.& T. Alters Merger To Win Audit Ruling

BYLINE: By ALISON LEIGH COWAN

BODY:

The American Telephone and Telegraph Company said yesterday that it had
modified the terms of its merger deal with the NCR Corporation to settle
questions about the accounting method to be used in the transaction.

The telecommunications giant is seeking approval from the Securities and
Exchange Commission to use the pooling-of-interest accounting method for the
merger transaction, but some aspects of the deal may not qualify for the
favorable treatment.

The stakes are high for NCR shareholders. If the pooling method is allowed,
A.T.& T. will use an all-stock transaction to buy NCR, which will be tax-free 
to
NCR shareholders. If the method is not allowed, A.T.& T. will pay 60 percent
stock and 40 percent cash, with the cash portion subject to taxation.

Special Dividend

Under the pooling method, companies are generally not allowed to pay a
special dividend or otherwise alter their equity capital before a merger. But 
in
March, trying to fend off the A.T.& T. takeover by making it less attractive 
to
NCR shareholders, NCR paid a $1 special dividend.

To counter that dividend and remove some of questons about using the
pooling-of-interest treatment, A.T.& T. said yesterday that NCR would withhold
its next two quarterly dividends of 37 cents each. A.T.& T. also said that it
would raise the price it is paying for NCR shares by 74 cents each, or $50
million, to $7.4 billion, or $110.74 a share. The higher price, A.T.& T. said,
reflects the increased value it will be receiving in NCR because of the two
forgone dividends.

"The omission of the quarterly dividend would, in effect, neutralize the
effects of the special dividend, and that would prevent the possibility that 
the
special dividend could create a problem for pooling," said Jane Biba, an A.T.&
T. spokeswoman.

$1.37 a Share in 1991

She said that under the plan, NCR shareholders would collect a total of
$1.37 in dividends a share in 1991 versus the $1.11 or $1.48 they might have
received had there been no special dividend and had three or four quarterly
dividends been paid before a merger.

She said that A.T.& T. had been told by its auditors, NCR's auditors and the
accounting firm that audits its investment bank that these revisions should
allow the deal to qualify for pooling treatment.

"You have three highly reputable accounting firms who have said this is in
accordance with the literature and that we are entitled to pooling," she said.

Not Yet Convinced

But John C. Burton, an accounting professor at Columbia University and a
former chief accountant for the S.E.C., said he was still unconvinced that the
regulators should approve the pooling proposed.

"If they're going to pay out 74 cents a share more and NCR is not going to
pay out a dividend, that's just a wash," Professor Burton said. "I don't see 
how
that makes a difference. I would hope the auditors of the commission would 
make
it clear they can't undertake such an exercise successfully."

The S.E.C. said yesterday that it had no comment.

A.T.&T.'s shares closed unchanged on the New York Stock Exchange yesterday at
$39.25, while NCR shares gained 25 cents to close at $108.

LANGUAGE: ENGLISH

LOAD-DATE: July 4, 1991

39 of 67 DOCUMENTS

Copyright 1991 The New York Times Company

The New York Times



May 7, 1991, Tuesday, Late Edition - Final

SECTION: Section A; Page 1; Column 5; Financial Desk

LENGTH: 1474 words

HEADLINE: A.T.&T. Buying Computer Maker In Stock Deal Worth $7.4 Billion

BYLINE: By EBEN SHAPIRO

BODY:

After more than five months of stubborn resistance, NCR agreed yesterday to
be acquired by A.T.& T. for $7.4 billion worth of A.T.& T. stock.

The acquisition signals the American Telephone and Telegraph Company's
determination to expand beyond telecommunications to compete in computers with
giants like NEC and Fujitsu of Japan, Siemens of Germany and I.B.M.

In starting its quest to buy the NCR Corporation, A.T.& T. was seeking a
permanent solution to the problem of its money-losing computer business and
hoping to find a way to expand into new markets, ones that increasingly rely 
on
linking computers and communications. Analysts say A.T.& T.'s computer 
business
has lost more than $2 billion in six years.

NCR, based in Dayton, Ohio, grew from the National Cash Register Company (it
still makes some cash registers) to become the fifth-largest computer maker in
the country.

When A.T.& T. began its pursuit of NCR in December, many industry observers
were surprised that kindly Ma Bell had put on the grim visage of a corporate
raider. The hostile bid was another milestone in the transformation of the
heavily regulated bureaucratic monopoly that existed before the 1984
court-ordered breakup of the Bell System.

In recent years, as a more aggressive corporation, A.T.& T. has cut costs and
more closely tied executive pay to profit levels.

Robert E. Allen, the chairman of A.T.& T., said yesterday that with NCR the
company would work toward providing "global computer networks as easy to use 
and
accessible as the telephone network is today."

Jack B. Grubman, an analyst with Paine Webber Inc., said: "A.T.& T. would
like to be a $100 billion company by the end of the decade. They would love to
be able to go to the chief executive officer of Nestle and say, 'We will 
provide
you soup to nuts, your entire information network.' "

Given that assumption, Mr. Grubman and others say more large deals are likely
to follow. "Over the next decade they will do several more deals of this size 
or
bigger," Mr. Grubman said.

Under the definitive merger agreement, A.T.& T. will exchange $110 worth of
its own stock for each NCR share, but on the New York Stock Exchange 
yesterday,
NCR's shares closed at just $104, up 50 cents. The difference reflects the 
fact
that investors are expected to have to wait four months for the deal to close.
But that price is still more than double the $48 that NCR was trading for a
month before A.T T. made its first offer in December. A.T.& T.'s shares 
slipped
37.5 cents yesterday, to $36.75.

A.T.& T. dwarfs NCR in size, with 1990 revenues of $37.3 billion, compared
with $6.2 billion for NCR. Still, the computer maker will provide A.T.& T.
important entries into financial and retail industries. NCR is in the process 
of
introducing a line of "open system" computers that are capable of being linked
with computers and software made by different manufacturers.

The merger agreement signed yesterday is subject to the approval of NCR
shareholders.

The First Bid

It all started in December, when A.T.& T. offered $90 a share, or $6.1
billion, for NCR. By keeping A.T.& T. at bay during the winter, Charles E. 
Exley
Jr., NCR's chairman, was able to cajole A.T.& T. into paying an additional 
$1.3
billion.

"He has done a lot for shareholders," said Don Geogerian, head of research of
Dreyfus Management Inc., an institutional stockholder of NCR.

Martin D. Sass of M. D. Sass Investors Services said, "Mr. Exley played his
cards pretty strongly to get A.T.& T. up to $110."

In the end, the booming stock market made a hero out of Mr. Exley.

A.T.& T.'s stock was trading around $30 in December. At the time, A.T.& T.
said it was willing to pay for NCR with stock or cash. A stock offer at that
time would have involved three A.T.& T. shares for each NCR share.

But in April, with the shares of A.T.& T. above $37, A.T.& T. could agree to
meet NCR's asking price of $110, at minimal additional cost.

A.T.& T. plans to issue new stock to acquire NCR. Analysts estimated that the
new stock would dilute A.T.& T.'s per-share earnings by 10 to 15 cents a year.

Staying in Dayton

A.T.& T. said NCR would retain its headquarters in Dayton, and its corporate
name. Mr. Allen, the A.T.& T. chairman, said NCR would continue to support 
civic
and philanthropic organizations in Dayton.

The companies have been on the verge of an agreement for three weeks. Part of
the final haggling was over how much protection NCR shareholders would have if
A.T.& T.'s stock price fell while the acquisition was being completed.

In a compromise, A.T.& T. agreed to insure that NCR shareholders would
receive $110 worth of stock as long as A.T.& T. shares traded between $34.125
and $40.625.

The exact number of A.T.& T. shares to be exchanged for each NCR share will
be determined by A.T.& T.'s average closing price during the 20 trading days
before NCR shareholders meet to vote on the merger. A date for the meeting has
not been set, but it is expected to take place in four to five months.

The maximum number of A.T.& T. shares exchanged for each NCR share would be
3.223, if A.T.& T. stock fell to $34.125 or below. The minimum number would be
2.708, if A.T.& T. stock was $40.625 or above.

Analysts said it was unlikely that A.T.& T. stock would fall below $34.125
without a significant overall market drop. Several analysts have predicted 
that
A.T.& T.'s stock would rise to about $50 in the next 12 months.

As an all-stock deal, the merger would be tax-free to NCR stockholders.

Some Special Accouting

The all-stock deal also makes it possible for A.T.& T. to use an accounting
treatment known as a pooling of interests, which would be favorable to its
reported earnings.

A.T.& T. and NCR plan to talk to the Securities and Exchange Commission to
determine if the pooling method can be used. If not, A.T.& T. plans to offer 
40
percent cash and 60 percent stock.

Mr. Exley led the resistance to A.T.& T.'s offer, initially saying NCR was
worth at least $125 a share. Before NCR's March 28 annual meeting, he said he
would accept $110.

Mr. Exley, who has more than 30 years of experience in the computer business,
played an unusually active role in fending off A.T.& T., as he and his
management team kept the company's Wall Street advisers on a tight leash.

"Let's just say that they are very actively involved in deciding their own
approach to things," said a person working with NCR.

During the takeover fight, NCR contended that A.T.& T. was taking advantage
of a temporary drop in NCR's stock price. But beyond stalling for time, Mr.
Exley had few options after A.T.& T. made its initial bid.

And as time went on, his options were reduced.

Ruling by a Judge

In March, a Federal judge in Dayton threw out NCR's main line of defense, an
employee stock ownership plan, saying that it had been adopted simply to 
protect
the incumbent management and that it made a mockery of shareholder rights. At
NCR's annual meeting in March, NCR shareholders voted Mr. Exley off the board,
as A.T.& T. won four seats.

The deal will add considerably to the wealth of Mr. Exley and other NCR
executives. Through stock options and direct holdings, Mr. Exley owns more 
than
306,359 shares of NCR, worth nearly $34 million under terms of the deal. 
Gilbert
P. Williamson, NCR's new chief executive, has stock options and holdings worth
about $11 million at the purchase price.

Mr. Exley plans to retire after the merger is complete.

A.T.& T.'s unsuccessful ventures in computers began in 1983, with the
company's investment in Ing. C. Olivetti & Company of Italy. Olivetti made a
line of personal computers for A.T.& T. that proved to be unpopular, and A.T.&
T. swapped its stake in the Italian company in 1989.

Now the fate of A.T.& T.'s own computer business is uncertain. By publicly
stating that it will turn its computer operation over to NCR's management, 
A.T.&
T. has hurt morale among the 9,000 employees in its computer division.

In preparation for the acquisition, the company has trimmed 1,000 jobs in the
division since fall.

Mr. Allen would not speculate on the fate of A.T.& T.'s computer employees
yesterday.

Several months ago, A.T.& T. said it would pay bonuses to workers who
remained at their jobs for six months to discourage worried workers from 
looking
for jobs outside the company.

Mr. Grubman, the analyst, said many of A.T.& T.'s computer employees would be
dismissed. "I don't think that NCR needs more people," he said. He added that
the deal made immediate financial sense for A.T.& T. because it would allow 
the
company to replace its unprofitable computer operation with a profitable one.

A.T.& T. said yesterday that the acquisition would result in "one-time
material charges to A.T.& T.'s earnings."


GRAPHIC: Chronology: "Twists and Turns on the Way to a Deal"

Dec. 2, 1990: A.T.& T. offered to buy NCR for $6 billion, in a renewed effort 
to
become a power in computers. The offer amounted to $90 a share, 60 percent 
above
NCR's last closing price.

Dec. 3: NCR stock jumped 43.6 percent , to $81.50.

Dec. 5: A.T.& T. announced a $90-a-share hostile cash tender offer for NCR 
after
the computer maker's board rejected A.T.& T.'s stock bid.

Dec. 6: A.T.& T. said Chemical Bank would lead a syndicate to raise the money 
to
finance the deal.

Dec. 10: More than 50 banks agreed to provide financing to A.T.& T.

Dec. 14: Announcing that its directors had unanimously rejected the tender
offer, NCR called the bid "grossly inadequate and unfair."

Dec. 16: A.T.& T. said it would mount a proxy fight to unseat the NCR board.

Jan. 16: A.T.& T. reported that it had received tenders for about 70 percent 
of
NCR's common stock.

Feb. 21: NCR created an employee stock ownership plan to help it fend off the
takeover. The plan would put 8 percent of the company's stock in friendly 
hands.
NCR amended its bylaws so it could increase the size of its board.

March 10: A.T.& T. said it was willing to raise its offer to $100 a share if 
NCR
would frop its objections to the deal.

March 19: Federal Judge Herbert Rice ruled against the employee stock 
ownership
plan proposed by NCR. A.T.& T. said it would raise its offer if NCR 
shareholders
voted to remove the board.

March 25: In an effort to negotiate a friendly end to the takeover bid, the
companies' chairmen, Charles E. Exley Jr. of NCR and Robert E. Allen of A.T.&
T., met for five hours. No agreements were announced.

March 26: Talks broke down and the prospects of a quick resolution diminished 
as
the two sides offered vastly different portrayals of the previous day's 
meeting.
A.T.& T. said it would press "vigorously ahead" with its proxy contest. NCR's
chairman said he was willing to continue discussions.

March 27: NCR told A.T.& T. it would agree to be bought for $110 a share,
according to the phone company's statement. A.T.& T. rejected the offer.

March 28: A.T.& T. captured four seats on NCR's board, including those held by
Gilbert Williamson, NCR's president, and Mr. Exley, but fell short of its goal
of replacing the entire board. Executives at both companies said that
negotiations would continue and that a meeting of minds was possible.

April 5: Negotiations appreared to be at an impasse after a week of meetings.

April 21: A.T.& T. said it was willing to raise its bid to $110 a share,
provided it could qualify for favorable accounting treatment and pay for the
deal with its own stock.

April 23: NCR said it was prepared to accept the new offer if its shareholders
were protected from a drop in A.T.& T.'s share price.

April 28: NCR expanded its board by two members, reseating Mr. Exley and Mr.
Williamson.

May 6: After more than five months of talks, NCR accepted an all-stock bid at
$110 a share. (pg. D6)

Graphs: "The Combination" shows the breakdown of 1990 revenues of A.T.&T. and
NCR, in billions of dollars. (Source: Company reports) (pg. D6)

Daily close of NCR shares on N.Y.S.E., Dec. 1990-April 1991 (Pg. D6)

LANGUAGE: ENGLISH

LOAD-DATE: May 7, 1991

40 of 67 DOCUMENTS

Copyright 1991 Bergen Record Corp.

The Record



May 7, 1991; TUESDAY; ALL EDITIONS

SECTION: BUSINESS; Pg. C01

LENGTH: 746 words

HEADLINE: IT'S A CONNECTION;

AT&T FINALLY LANDS COMPUTER MAKER NCR
A POOLING OF INTERESTS?

BYLINE: Dan Woods, Record Staff Writer

BODY:

Accountants and regulators, rather than engineers and salesmen,
will probably determine whether AT&T's purchase of NCR will be an
immediate success.

The American Telephone & Telegraph Co. wants to classify its
purchase of NCR Corp. as a friendly stock swap, eligible for treatment
as a "pooling-of-interest" merger, as if the two had been operating
together all along.

Under this method, NCR shareholders won't have to pay taxes on
their profits. And AT&T will avoid huge "goodwill" write-offs, which
would hurt its earnings for at least 10 years.

"Pooling is very important to the success of the merger," said
Joanne C. Smith, an analyst at Nomura Research Institute in New York.

"NCR doesn't cost AT&T very much if they use pooling. And if AT&T
doesn't use pooling, it's going to cut them back to levels of earnings
that they made in 1989."

The federal Securities and Exchange Commission will settle the
issue, balancing pressure from the companies with its skeptical view of
pooling and Treasury Department concerns about millions in lost tax
revenue.

The SEC generally prefers "purchase accounting," in which the buyer
pays cash or securities for the acquired company's assets. Analysts say
the SEC likes this method because clear valuation of assets gives
investors a good idea of what a company is worth.

If purchase accounting were used, AT&T would pay NCR shareholders
$ 7.4 billion, 40 percent in cash and 60 percent in stock, subject to
an agreement guaranteeing NCR shareholders a minimum price.

Accountants would then sift through NCR's $ 1.8 billion of assets on
NCR's books and determine the fair market value of the assets, which is
probably higher than $ 1.8 billion.

The difference between the purchase price and the market value is
put on AT&T's books as "goodwill", an intangible asset that takes into
account the value added to a business as a result of reputation,
patronage, and the like.

Smith estimates that a maximum $ 5.6 billion in goodwill will have
to be written off against earnings if purchase accounting is used,
dropping earnings by about 55 cents per share. Under pooling, she said,
AT&T will probably see earnings drop only 10 cents a share.

If the merger were accounted for as a pooling of interests, AT&T
would simply add the $ 1.8 billion in assets on NCR's books onto its own
books. NCR shareholders would get $ 7.4 billion worth of AT&T stock, and
NCR shareholders would not have to pay taxes on the rise in their shares
until the shares were sold.

But in its attempt to wriggle free from AT&T's embrace, NCR,
through antitakeover measures, may have unwittingly prevented the use of
pooling of interests. Because of these moves, the SEC may disqualify the
deal from using pooling-of-interest accounting.

But analyst John S. Bain, who works for the Raymond James
securities firm in Florida, said the SEC will probably allow the pooling
to go through, albeit reluctantly. He said the SEC dislikes the
antitakeover measures NCR used to fend off AT&T much more than pooling.

Chart, page C01


THE LONG ROAD TO A DEAL

Dec. 2: AT&T offers to buy NCR for $ 90-a-share in stock, after NCR
rejected an earlier bid made privately.

Dec. 5: NCR opposes a takeover but says it would talk if AT&T offered
$ 125 a share, or $ 8.5 billion. AT&T announces a $ 90-a-share cash tender
offer to NCR stockholders
Dec. 16: Two days after NCR rejects the bid, AT&T asks NCR shareholders
to hold a special meeting to vote on removing NCR's board.

March 19: A judge kills NCR's plan to give employees more votes at the
meeting. AT&T promises $ 100 a share in cash if NCR's board is ousted.

March 24: NCR's board authorizes a merger at above $ 100 a share. Talks
fail to reach a deal.

March 28: AT&T wins four board seats at a special NCR shareholders
meeting, but fails in an effort to oust the entire board, which would
have easily paved the way for a takeover. AT&T gets some negotiating
leverage.

April 19: AT&T boosts its takeover offer to $ 110 a share, NCR's minimum
asking price, and changes the terms from a cash purchase to a stock
swap.

April 22: NCR suggests it could accept if shareholders are assured
they'll get the stock equivalent of $ 110 a share, even if AT&T's stock
value falls.

May 1: AT&T representatives take their four seats on NCR's board.

May 6: AT&T and NCR agree to merge.



GRAPHIC: telephone giant into the top ranks of the computer industry.
(2)Gilbert P. Williamson, CEO of the computer unit
CHART - THE LONG ROAD TO A DEAL

LANGUAGE: English

LOAD-DATE: October 2, 1995

66 of 67 DOCUMENTS

Copyright 1991 The Washington Post

The Washington Post



March 19, 1991, Tuesday, Final Edition

SECTION: FINANCIAL; PAGE D3; ALLAN SLOAN

LENGTH: 805 words

HEADLINE: NCR's Little-Noticed Ploy to Avoid the Clutches of AT&T

SERIES: Occasional

BYLINE: ALLAN SLOAN

BODY:

Watching NCR Corp. trying to escape from AT&T's hostile tender offer is like
watching a guerrilla force setting booby traps to blow up in the enemy's face.
It can't win on a conventional battlefield, so it uses tricks.

NCR's latest corporate punji stick is a little-noticed dividend that seems
likely to reduce AT&T's reported profits by $ 5 billion should American
Telephone & Telegraph Co. succeed in taking over NCR.

The NCR maneuver is marvelously innovative. It's also incredibly sleazy,
given the fact that holders of two-thirds of NCR's stock have tendered their
shares to AT&T, which is offering $ 90 a share and says it will go higher if 
NCR
agrees to be bought. AT&T hasn't bought the tendered shares because of NCR's
defenses.

The booby trap is a special $ 1 a share dividend that NCR announced on Feb.
21, and that is scheduled to be paid tomorrow. NCR says the dividend is 
designed
to put money in the hands of its shareholders. AT&T's minions say 
confidentially
that the dividend's real purpose is to poison AT&T's earnings statement if it
buys NCR. The leakers' goal: to get enough NCR stockholders angry enough to
pressure NCR's board to cancel the dividend.

Why haven't you heard about this dividend before? Because NCR announced it
the same day that it unveiled a more obvious booby trap, an abusive employee
stock ownership plan that AT&T is challenging in court. People homed in 
instead
on the ESOP, which gives NCR employees 8 percent of NCR's voting power, making
it virtually impossible for AT&T to get the 80 percent majority vote it needs 
to
oust NCR's board at a special meeting set for March 28.

Should the dividend be paid, it will almost surely stop AT&T from using a
special accounting method called "pooling of interests" if it buys NCR. If 
AT&T
can't use pooling, its earnings will take a tremendous bath. But pooling is 
hard
to come by. You must meet 12 criteria, which take 22 pages to outline. Miss 
one
criterion, and you're all wet.

"If the dividend is paid, it would be very unlikely that AT&T could get
pooling treatment," says Robert Willens, Lehman Brothers Inc.'s resident tax 
and
accounting expert. Willens's firm isn't involved in this deal.

The ultimate arbiter of pooling, the Securities and Exchange Commission,
declined comment.

Here's what's at stake. Let's say that AT&T buys NCR for $ 7 billion, or $
105 a share. If you pool, you add AT&T's profits to NCR's. So last year, the
AT&T-NCR combo would have earned $ 3.1 billion -- AT&T's $ 2.7 billion and 
NCR's
$ 360 million. If there were no pooling, AT&T-NCR would have earned around $ 
2.6
billion -- less than AT&T made without NCR.

Here's why. NCR's tangible net worth -- the value of its plants, real estate
and other things you can see and touch -- is about $ 2 billion. The other $ 5
billion AT&T would pay is for non-tangible assets like NCR's work force and 
its
technology. If AT&T can't use pooling, it has to charge its earnings for the 
$ 5
billion it paid for NCR's non-tangible assets.

Normally, you get up to 40 years to write off the non-tangibles. Willens
estimates that because computer technology changes so rapidly, AT&T would have
to write off the $ 5 billion over no more than 10 years. That works out to $ 
500
million a year.

Even though the $ 500 million charge isn't real money -- it requires no cash
outlay and is purely an accounting item -- AT&T will think twice before 
throwing
$ 500 million a year of profit out the window. The more NCR can sabotage 
AT&T's
accounting, the less AT&T can offer for NCR. And the greater chance NCR has of
staying independent, even though shareholders have overwhelmingly voted to 
sell.

This doesn't mean, by the way, that if AT&T can't do pooling, it will walk
away from NCR. The fact that AT&T has made a cash offer -- you can't pool if 
you
buy a company for cash -- shows that it's willing to buy NCR without pooling.
Logic suggests, however, that AT&T would offer more money if it can pool than 
it
will offer if it can't.

I happen to believe, as NCR Chairman Charles Exley Jr. does, that AT&T will
mess up NCR should its takeover attempt succeed. But Exley has undermined 
NCR's
claim to the moral high ground by saying that he would listen to a $ 125 a 
share
offer. Of course, his latest ploy is designed to make sure that AT&T can't 
offer
that much, or anything close to it.

I asked NCR about the dividend, trying to see if I was missing something.
NCR's answer, read to me by a public relations person, consisted of legalese.
The gist of it: The dividend compensates NCR holders for the fact that the 
AT&T
tender offer has stopped NCR from buying its own shares on the open market.
There was "no other reason," the PR man said.

Right. And if you believe that, I have a bridge to sell you.

Allan Sloan is a columnist for Newsday in New York.

LANGUAGE: ENGLISH