H-P Says It's Investigating Voice Mail, Other Leaks
By: Donna Fuscaldo
Dow Jones Newswires
NEW YORK -- Hewlett-Packard Co . (HWP) Chief Financial Officer Bob Wayman told employees Thursday that the computer maker is "vigorously investigating" the leak of a voice-mail message from Chief Executive Carly Fiorina.
In an e-mail message that H-P plans to file with the Securities and Exchange Commission, Mr. Wayman said the distribution of the voice mail message, in which Ms. Fiorina told him H-P might have to "do something extraordinary" to win support from two big investors for its merger with Compaq Computer (NYSE: CPQ - news) Corp. (CPQ), is "illegal and damaging to the company and your fellow employees."
According to Mr. Wayman, H-P is investigating this breach along with others that occurred in recent weeks and intends "to prosecute these matters to the fullest extent of H-P policy and applicable law."
He noted it is "absolutely essential" that employees can conduct business with confidentiality and security. "This kind of behavior must not and will not be tolerated," Mr. Wayman said.
On Wednesday, the San Jose Mercury News reported that two days before the shareholder vote on the merger of H-P and Compaq, Ms. Fiorina left a message on Mr. Wayman's voice mail saying that H-P's main vote collector was worried about how Deutsche Bank AG (Other OTC: DTBKY - news) (DB) and Northern Trust (NasdaqNM: NTRS - news) Corp. (NTRS) were planning to vote their shares.
"We may have to do something extraordinary for those two to bring them over the line here," she said.
H-P had been embroiled in a proxy battle with dissident board member Walter Hewlett, to win support for its merger with Compaq.
The Palo Alto , Calif. , computer maker claimed early victory, but Mr. Hewlett has said the vote to close to call. An official tally of the votes by proxy counters IVS Associates isn't expected for a few weeks.
He filed a lawsuit last month in Delaware Chancery Court contending H-P pressured Deutsche Bank's asset-management unit to switch about 17 million shares in favor of the deal. The suit alleges H-P suggested Deutsche Bank could lose business with the company if it voted against the merger.
Ever since the shareholder vote, reports citing internal memos from H-P, have been surfacing in the press. For instance, Dow Jones Newswires reported last month that on the eve of the H-P vote, H-P's head of services unit informed her managers the unit's revenue and profit were "well below plan" so far this quarter.
Part of Mr. Hewlett's lawsuit alleges H-P failed to disclose that its planned integration efforts weren't meeting cost cutting and revenue expectations. The company has called the charges false and without basis, and plans to fight them "vigorously."
In his letter to employees, Mr. Wayman said the allegations that H-P coerced and intimidate shareowners or improperly used corporate assets to secure votes are "both insulting and infuriating."
"Neither Carly nor I would ever act improperly in any business matter - much less use business assets to secure votes," he added.
According to Mr. Wayman, in the final days of the proxy contest, H-P "went to great lengths" to ensure investors heard and understood its case, "particularly those who we thought might be leaning against the merger."
He noted that it is common in proxy fights that conversations with investors are held until the very last minute. "We spent countless hours presenting the business value of our position up until every vote was cast, but we never, ever crossed any ethical or legal lines," said Mr. Wayman. "The only good news about participating in a trial is that the facts will come out, the truth will be heard and our honor will be restored."
H-P filed a motion with the Delaware court to dismiss Mr. Hewlett's suit, but judge William B. Chandler III, who is presiding over the case, said Monday that the lawsuit "adequately pleads claims ... sufficient to withstand a motion to dismiss."
-By Donna Fuscaldo, Dow Jones Newswires; 201-938-5253; donna.fuscaldo@ dowjones.com
biz.yahoo.com |
