To: Jerome who wrote (93598 ) 11/6/2001 2:23:54 PM From: The Duke of URLĀ© Respond to of 97611 There are approximately 2 billion shares outstanding: -------------------------------------------------------------------------------- Hewlett Family Members And William R. Hewlett Revocable Trust To Vote Against Hewlett-Packard/Compaq Merger November 06, 2001 14:05:00 (ET) PALO ALTO, Calif., Nov 6, 2001 /PRNewswire via COMTEX/ -- Walter B. Hewlett, Eleanor Hewlett Gimon, Mary Hewlett Jaffe and The William R. Hewlett Revocable Trust announced today that they intend to vote their shares of Hewlett-Packard Company (HWP, Trade) against the proposed merger of Hewlett-Packard and Compaq Computer Corporation (CPQ, Trade) if the transaction is brought before Hewlett- Packard's stockholders for a vote. Mr. Hewlett also announced that he has been informed by an independent committee of The William and Flora Hewlett Foundation that the Foundation has reached a preliminary conclusion to vote its Hewlett-Packard shares against the merger. Walter B. Hewlett, Eleanor Hewlett Gimon and Mary Hewlett Jaffe are children of Hewlett-Packard co-founder William R. Hewlett. Walter Hewlett is a trustee of the William R. Hewlett Revocable Trust. That Trust, the Hewlett Foundation and the family members together own more than 100 million shares of Hewlett-Packard stock. Mr. Hewlett stated, "After careful deliberation, consultation with my financial advisor and consideration of developments since the announcement of the merger, I have decided to vote against the transaction. I believe that Hewlett-Packard can create greater value for stockholders as a stand-alone company than as a company combined with Compaq. Hewlett-Packard has a strong tradition of innovation and product development, a highly profitable printer and imaging business, a strong foundation for expanding its outsourcing and consulting services business and an extremely talented work force. "I firmly believe that partnering with Compaq will not give Hewlett-Packard what it needs most to create additional stockholder value -- expansion of its printer and imaging business as well as the higher-end segments of its services and server businesses. The combination would dramatically increase Hewlett-Packard's exposure to the unattractive PC business and dilute current stockholders' interest in Hewlett-Packard's profitable printer business. Given the lack of stockholder benefits, I believe the extensive integration risks associated with this transaction are not worth taking." Mr. Hewlett noted: -- acquiring Compaq would significantly increase Hewlett-Packard's exposure to PCs -- an area that is neither growing nor profitable; -- the merger would substantially dilute the current stockholders' interest in Hewlett-Packard's profitable printer and imaging business; -- acquiring Compaq would expand Hewlett-Packard's exposure in the lower-end server business -- an area that has been less profitable for Hewlett-Packard than the higher-end segment of that business; -- Compaq's services business, which is more focused on support than outsourcing and consulting, is not the type of services business that Hewlett-Packard should be seeking to grow; -- the merger would distract Hewlett-Packard management and the rest of the Hewlett-Packard employees from concentrating on areas in which Hewlett-Packard excels and should be expanding; -- the uncertainty created by the merger could cause existing and potential customers to delay orders or to purchase products from Hewlett-Packard's competitors, which could have a significant and long-term adverse effect on revenues; -- during the extensive and complex integration process, there is likely to be significant disruption and uncertainty among Hewlett-Packard's employees, which could lead to loss of extremely talented individuals, loss of focus and ultimately loss of market share as a result of a delay in the introduction of new and improved products; and -- since the announcement, the outlook for Compaq's business has declined dramatically -- making the prospects for any benefits to Hewlett-Packard from a combination even less likely. Mr. Hewlett is being advised by Cooley Godward llp for legal counsel and Friedman Fleischer & Lowe llc as financial advisor. About Walter B. Hewlett Walter B. Hewlett, an independent software developer, serves as Chairman of The William and Flora Hewlett Foundation, where he has been a director since its founding in 1966. Mr. Hewlett is also a trustee of the William R. Hewlett Revocable Trust. He has served since 1987 on the Board of Directors of Hewlett-Packard Company and since 1999 on the Board of Directors of Agilent Technologies, Inc. He was elected to the Board of Overseers of Harvard University in 1997. In 1994, Mr. Hewlett participated in the formation of Vermont Telephone Company of Springfield, Vermont and currently serves as its Chairman. He founded the Center for Computer Assisted Research in the Humanities in 1984, and currently serves as a director of the Center. He also serves on the boards of The Public Policy Institute of California and The Packard Humanities Institute. Mr. Hewlett is the son of the late Hewlett- Packard Company co-founder, William R. Hewlett. SOURCE Walter B. Hewlett CONTACT: Joele Frank or Todd Glass of Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449, for Walter B. Hewlett (HWP CPQ) prnewswire.com