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Technology Stocks : Compaq -- Ignore unavailable to you. Want to Upgrade?

To: Night Writer who wrote (94012)	12/7/2001 7:21:47 PM
From: Elwood P. Dowd	Respond to of 97611

Walter Hewlett Responds to Packard Foundation Decision Mr. Hewlett Intends to Solicit Proxies if Hewlett-Packard/Compaq Merger Brought to Stockholder Vote PALO ALTO, Calif., Dec. 7 /PRNewswire/ -- Walter B. Hewlett today issued the following statement in connection with The David and Lucile Packard Foundation's announcement of its preliminary decision to vote its shares of Hewlett-Packard Company (NYSE: HWP - news) against the proposed merger of Hewlett- Packard and Compaq Computer Corporation (NYSE: CPQ - news) if the transaction is brought before Hewlett-Packard's stockholders for a vote: "I am pleased that after completing its analysis, The Packard Foundation has preliminarily decided to vote its shares against the proposed merger of Hewlett-Packard and Compaq. The Foundation's decision supports the conclusion reached by the independent stock committee of The William and Flora Hewlett Foundation and the fiduciaries of The William R. Hewlett Revocable Trust -- Hewlett-Packard can create greater value for stockholders as a stand alone company than as a company combined with Compaq. "I am confident that partnering with Compaq will not give Hewlett-Packard what it needs most to create additional stockholder value - expansion of its printer and imaging and higher-end server and services businesses. The combination would dramatically increase the Company's exposure to the unattractive PC business, while reducing stockholders' interest in the profitable printing and imaging business by over one-third. "All signals have been negative for this transaction. In the week following the announcement, stockholder value declined billions of dollars. Additionally, analysts' consensus estimates for Compaq have been reduced by 77% for 2002 EPS - meaning Hewlett-Packard would be paying over 90 times 2002 earnings for Compaq. "Since my announcement on November 6, I have spoken to a number of other significant Hewlett-Packard stockholders, and I believe there is sizable and widespread opposition to this transaction. If Hewlett-Packard and Compaq decide to put this matter to a stockholder vote, I intend to solicit proxies against the transaction."

To: Night Writer who wrote (94012)	12/7/2001 7:23:33 PM
From: Elwood P. Dowd	Read Replies (1) \| Respond to of 97611

Walter Hewlett Ready for Proxy Fight Tech Files: Battle to block proposed HP-Compaq deal heats up - (ON24) NEW YORK (Reuters) - Walter Hewlett, son of one co-founder of Hewlett-Packard Co. (NYSE:HWP - news) and an outspoken opponent of HP's plan to merge with Compaq Computer Corp. (NYSE:CPQ - news), on Friday said he will wage a proxy fight if the deal goes ahead. Hewlett, an independent software developer who also sits on the board of directors of Hewlett-Packard, said in a statement that he would act to block the proposed deal if Compaq and HP move forward with plans to hold a shareholder vote. Based on conversations with other major shareholders over the past month, Hewlett said: ``I believe there is sizable and widespread opposition to this transaction.'' ``If Hewlett-Packard and Compaq decide to put this matter to a shareholder vote, I intend to solicit proxies against the transaction,'' said Hewlett.