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NCR AND TERADATA ANNOUNCE MERGER

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


and Teradata Corporation (NASDAQ: TDAT) today jointly announced that they have agreed to merge Teradata with NCR in a stock-for-stock transaction valued at approximately $520 million, subject to execution of a mutually satisfactory merger agreement and approval by the boards of directors of Teradata and AT&T.
 In the merger, 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.
 According to NCR Chairman and CEO Gilbert P. Williamson, "This merger is a logical step due to the success of our existing joint development organization, and will help ensure NCR's global leadership in enterprise-wide information systems and services.
 "The combination of engineering resources will accelerate functionality and performance improvements for Teradata's DBC/1012 and the NCR System 3600/3700 products. We will also increase market coverage which will enable rapid expansion of the combined customer base," Williamson said.
 In March 1990 NCR acquired an equity interest in Teradata representing approximately nine percent of the company. In addition, NCR and Teradata agreed to jointly develop parallel processing technologies pursuant to a joint development agreement.
 In commenting on the merger, Teradata chairman and chief executive Kenneth W. Simonds said, "Our shareholders will receive full and fair value and one of the most widely held securities in the United States and will be able to participate in the future results of the combined companies.
 "The merger will also give Teradata access to necessary financial, marketing, distribution, and sales resources as well as access to general purpose computing and communications technologies," Simonds said.
 Williamson said, "NCR's expertise in on-line transaction processing coupled with Teradata's expertise in large, complex relational database architecture will result in a superior and expanded product offering. We believe our customers will benefit from the economics and enhanced capabilities brought about by the combination of these complementary technologies."
 Williamson emphasized that providing customers with continuity of high-quality, timely customer service and support while preserving current customer investments continues to be the top priority.
 "Teradata customers can be assured that resources will be available to provide support for their current product commitments and continuity of strategic directions," Williamson said.
 Simonds further stated, "I'm pleased to see that NCR's approach in initiating the integration planning activities is aimed at preserving the values that Teradata employees have created over the last twelve years."
 Following execution of the merger agreement, 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(TM), 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(TM), 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 Corporation, 513-445-1139; or Robin Tanchum of Teradata Corporation, 213-524-6162/
 (NCR TDAT) CO: NCR Corporation; Teradata Corporation ST: Ohio, California IN: CPR SU: JVN


KK -- CL004 -- 8216 12/02/91 09:06 EST
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Date:Dec 2, 1991
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