By launching its tender offer for NCR Corp and saying that on acquisition, NCR would be invited to take what it wanted of AT&T Computer Systems and leave AT&T to close the rest, the phone company has put its own computer arm under sentence of death regardless of whether the bid for NCR succeeds or not. In an interview with Reuters reporter Samuel Perry, NCR chairman Charles Exley made it clear that if NCR were left in charge of AT&T’s computer business, not many products would survive. Open Look would get axed if we succeeded. The Unix model would get axed. The 3B2 we would orphan as fast as we could, he said. The problem for the benighted salesman trying to push AT&T’s products is that now Exley is on record as saying what would be ditched under NCR, it seems unlikely that AT&T will be able to find a single new customer for either the 3B computers or the machines that AT&T is buying OEM from Pyramid Technology Corp his comment about the Unix model presumably refers to some of the extensions AT&T is developing for Unix System V.4, such as the Tuxedo-based transaction processing system. Exley remains insistent that it would only be with great reluctance that his board would enter negotiations with AT&T at or above the $125 a share floor price he has said NCR would have to consider – and added in the interview that that offer to negotiate at that price would not remain open indefinitely. In another move to frustrate the bid, NCR says it will be holding meetings with its major institutional shareholders early next week in an effort to win their support against the proxy fight that AT&T is expected to launch. In a proxy fight, a bidding company seeks to persuade holders of shares in th etarget to turn over to it their voting rights at any general meeting of the company called to vote on the bid or on election of directors. Exley continues to insist he doesn’t want a white knight or any other colour but made it clear that he would not necessarily fight a bid from a Japanese company – we do a lot of business in Japan – I don’t see any negative to Japanese involvement, he said. He also declared emphatically that he would not seek to engineer a leveraged buyout of NCR or take any other action that would harm the company.
