To: Maurice Winn who wrote (23741 ) 3/4/1999 11:48:00 PM From: Jon Koplik Read Replies (1) | Respond to of 152472
O.T. (things are slow) - WSJ article about getting rid of small NCR shareholders. March 4, 1999 NCR Devises Stock-Buyback Plan To Force Out Small Shareholders By WILLIAM M. BULKELEY Staff Reporter of THE WALL STREET JOURNAL Most companies look for more shareholders. But NCR Corp. has hatched a unique plan to get rid of lots of them. As a result of its spin-off from AT&T Corp., NCR pays big mailing and other costs to keep in touch with 600,000 stockholders who each own fewer than 10 shares. Buyouts aimed at the little people haven't bagged them all. So now, the Dayton, Ohio, computer and automated-teller machine maker has decided to force them out. On Friday, May 14, after the New York Stock Exchange closes for the day, NCR plans a 1-for-10 reverse split, converting 10 shares that now sell for about $40 apiece into one share that should go for around $400. It will then declare all holdings of less than one share subject to repurchase for cash. A minute later it will declare a 10-for-1 split, which should return the shares not subject to repurchase to their previous value. Under securities regulations, holders of a share fraction can be cashed out even if they would rather hold on. Under the terms of the 1997 spin-off, AT&T holders received one share of NCR for every 16 AT&T shares they held. Thus a small 100-share owner of ATT became a very small holder of six NCR shares. Sajit Malhotra, director of NCR investor relations, says that while many small AT&T holders seek security and a steady dividend, he doubts they wanted NCR, which pays no dividend and at the time was in the red. NCR says the plan will cut its shareholders to 370,000 from 970,000 and reduce costs by more than $2 million a year. Mr. Malhotra says the small holders will be happy because they will get to sell shares they never chose to buy without brokerage commissions. Richard Wines, managing partner of Thompson Financial Investor Relations, which deals with many shareholder issues, calls the plan "brilliant" and says it could be imitated by other companies. But Mr. Wines notes that small investors can be beneficial to companies because they tend to be long-term holders. Companies like Disney Co., which changed from a quarterly to an annual dividend last year to cut costs of mailings to small holders, still coddle them because they are usually good customers. But Dr. Wines says that doesn't apply to NCR. "Not too many people want to buy data warehouses or automated-teller machines." The plan is described in NCR's proxy statement, which is slated for filing Thursday, and is subject to shareholder approval. NCR's board will decide whether to hold the 2.2 million shares it expects to acquire or resell them on the open market. Mr. Malhotra says constant calls and letters from small shareholders keep him from talking to big investors and Wall Street analysts. In its two previous voluntary-buyback attempts, NCR charged holders $10 to sell their odd lots on the open market. In each case, about 300,000 holders sold. Copyright © 1999 Dow Jones & Company, Inc. All Rights Reserved.