To: Night Writer who wrote (93819 ) 11/21/2001 10:52:54 AM From: Elwood P. Dowd Respond to of 97611 Compaq, HP merger faces rough road by: goldteck 11/21/01 10:02 am Msg: 261874 of 261879 Compaq, HP merger faces rough road CEO blames media as heirs oppose union David Akin 00:00 EST Wednesday, November 21, 2001 TORONTO -- Hewlett-Packard's chief executive officer blames it on bad press.The son of HP's co-founder says it makes lousy business sense.But a top executive at Compaq Computer Corp. says the shareholder reaction to the proposed merger of his company with Hewlett-Packard Co. will improve when investors understand that bigger is better when it comes to computer makers."We think the change in the business model for [most] hardware is a permanent change and hence we want to preserve the breadth of technology the customer expects from us and preserve the intellectual property. . . . the combination of the technologies of the two companies enables us to do that," Peter Blackmore, Compaq's executive vice-president, said yesterday during a visit to Toronto.Mr. Blackmore said Compaq's corporate customers believe bigger is better when they decide who will sell them information technology (IT)."There is a clear need by our customers for larger services organizations. It is getting more complex. The demands of the [customer's] management team to deliver very effective solutions is increasing. The skills they need to do that often come from the vendor and the partner. That's our role. So the larger services organization is a very key attribute of the merger."Mr. Blackmore has a powerful incentive to persuade shareholders to approve the deal. According to regulatory filings, he and a handful of other senior Compaq executives, not including CEO Michael Capellas, will share $22.4-million (U.S.) in bonuses if they stay with the company after the merger.Mr. Capellas was offered $14.4-million, and HP CEO Carly Fiorina was offered $8-million in retention bonuses, but both declined. Neither company would say why they declined."I know what my role is but not my employment contract," Mr. Blackmore said. "I'm sure it will be right, but it's not something that drives me. What drives me is doing what's right for the company."Mr. Blackmore, whose fiscal 2000 pay packet was worth $3.4-million, did not meet with investors during his Toronto visit. He spent the afternoon meeting with Canadian Compaq employees and customers.Last week, Ms. Fiorina told HP employees that the business press has done a poor job explaining the rationale behind her bid for Compaq."I get frustrated when I see lazy reporting on complicated issues," she wrote in a message posted to HP's electronic bulletin board. "It is far easier to dream up a feud that doesn't exist than to research complex, far-reaching, industry-changing business concepts." Ms. Fiorina was responding to media coverage of the decision by Walter Hewlett, son of HP co-founder Bill Hewlett, and David Packard Jr., son of co-founder David Packard, to vote their shares against the merger. Mr. Hewlett controls 5 per cent of HP's stock, and Mr. Packard holds 1.3 per cent. Their holdings are not enough on their own to sink the merger, but their views are significant because of their connection to the company's heritage. Other shareholders may be inclined to vote against the merger if the Packard and Hewlett heirs do.No date for a shareholder vote has yet been set although it will likely come some time in the first half of 2002.In her message to employees, Ms. Fiorina referred to "innuendo, shallow reporting, and half-truths," in regard to the disclosure of Mr. Hewlett and Mr. Packard's intentions. Both Mr. Hewlett and HP have hired proxy-solicitation companies to take their message to shareholders.In a U.S. Securities and Exchange Commission filing, Mr. Hewlett argues that the merger would hurt HP's business, mostly because it would increase HP's exposure to the difficult, low-margin personal computer business and reduce its exposure to its profitable printing and imaging business