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NCR, TERADATA MERGER APPROVED

 NCR, TERADATA MERGER APPROVED
 DAYTON, Ohio, Dec. 2 /PRNewswire/ -- NCR Corporation (NYSE: NCR) and


Teradata Corporation (NASDAQ: TDAT) today announced that the boards of AT&T and Teradata have approved a merger between NCR and Teradata in a stock-for-stock transaction valued at approximately $520 million.
 Under the merger agreement, which is subject to approval by Teradata shareholders, each Teradata share would be exchanged for $30.25 of AT&T common stock based on the average closing price of AT&T common stock during the 20 consecutive trading days ending five trading days before Teradata's shareholders' meeting approving the merger, subject to a five percent collar. AT&T closed at $36 3/8 on Nov. 29, 1991. NCR is a wholly-owned subsidiary of AT&T.
 In the all-stock transaction, the exact number of AT&T shares to be exchanged for each Teradata share will be determined by dividing $30.25 by the average closing price of AT&T stock during the 20 trading days ending on the fifth trading day prior to the Teradata shareholder meeting to vote on the merger. In no event, however, will Teradata shareholders in the merger receive more than .875 shares or less than .792 shares of AT&T common stock for each Teradata share. Teradata shareholders would receive the .875 AT&T shares if AT&T's average stock price were $34.556 or less and the .792 shares if the average stock price were $38.194 or more.
 Next steps in the merger process include a review by the Securities and Exchange Commission of the proxy and prospectus to be mailed to Teradata shareholders. A Teradata shareholder meeting would then be held. A majority vote of the outstanding Teradata shares is required for approval. The process is expected to take two to three months to complete.
 Teradata, headquartered in El Segundo, Calif., designs, manufactures, and markets high performance systems and related products and services for relational database management. The company has approximately 1,600 employees worldwide with operations in the United States and 13 foreign countries. Revenues for 1991 fiscal year ended June 30 were $257.8 million.
 NCR, the Networked Computing Resource of AT&T, develops, manufactures, markets, supports, and services enterprise-wide information systems for worldwide markets. It has approximately 54,000 employees and is the fifth largest U.S. computer company. NCR has a presence in 120 countries and derives more than 60 percent of its revenues from outside the United States. Revenues for 1990 were $6.3 billion.
 Teradata is a registered trademark of Teradata Corporation. NCR is a registered trademark of NCR Corporation.
 -0- 12/2/91
 /CONTACT: Connie Olasz of NCR, 513-445-1139 or Robin Tanchum of Teradata, 213-524-6162/
 (NCR TDAT) CO: NCR Corporation; Teradata Corporation ST: Ohio; California IN: FIN SU: TNM


LC -- CL015 -- 8514 12/02/91 17:01 EST
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Publication:PR Newswire
Date:Dec 2, 1991
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