To: Elwood P. Dowd who wrote (94037 ) 12/8/2001 1:05:14 PM From: Night Writer Read Replies (1) | Respond to of 97611 Fiorina's job, legacy at stake if HP-Compaq deal fails By Andrea Orr PALO ALTO, Calif., Dec 7 (Reuters) - Hewlett-Packard Co.<HWP.N> Chief Executive Carly Fiorina has staked her reputation and legacy to the increasingly doubtful chances of shaping a technology powerhouse from a merger with Compaq Computer Corp.<CPQ.N>, analysts said. The failure of the deal, which was thrown into question on Friday when HP's largest shareholder came out against it, would be read as a failure of her leadership and could end her meteoric career as an outsider brought in to shake up the company that put Silicon Valley on the map. The David and Lucile Packard Foundation, HP's largest shareholder, which holds 10 percent of the company's stock, delivered a stinging rebuke to Fiorina, saying it opposed the merger she had personally pitched to its trustees. "Obviously, if the deal doesn't get done, she's done," said John Buckingham, co-manager of the Al Frank Fund, which has small stakes in both HP and Compaq. Critics of the proposed merger wonder why HP -- which made an unsuccessful bid to expand its services business by pairing up with PricewaterhouseCoopers a year ago -- now wants to acquire Compaq, become the world's largest personal computer maker and get further entrenched in that segment's brutal price war. Fiorina, the first woman to head a top-20 U.S. company, is no stranger to such challenges, having climbed the sales ranks at AT&T <T.N> and helping to drive the highly lucrative initial public offering of Lucent Technologies <LU.N>. But Fiorina has had a mixed record in Silicon Valley, where her aggressive style -- and sky-high ambitions for the company -- coupled with a deteriorating economy led HP to miss management financial projections four quarters in a row. Then she stunned Wall Street in November when the company turned in stronger-than-expected quarterly results that gave a new luster to her merger plans. That lasted until the Packard foundation delivered its surprise verdict on Friday. "I guess Carly will be looking for a new job," said U.S. Bancorp Piper Jaffray analyst Ashok Kumar. "I don't see a scenario how she stays on...This is basically her last straw to revive the company. This is going to be her epitaph at HP." Others say it is too early to count her out. Widely recognized for her intelligence and commitment to detail, Fiorina who studied medieval history and philosophy at Stanford University and quotes German philosopher Friedrich Hegel in public, stands out in a management team heavy on engineers. She has also faced down skeptics since she was recruited to the top job at HP in July 1999. Brought in as the first outside chief executive of the Silicon Valley icon, she vowed to "reinvent" the 62-year-old company, which critics had called stodgy and plodding. More recently, however, critics have charged her with changing HP for the worse. Fiorina argues Compaq's services and high-end machines make it the perfect partner for HP. But so far the market does not seem to agree, and few think that she -- or HP shareholders -- will want her to head the company if her bold vision is ignored. "I think the odds are against it at this point," said Bill DeRosa, a fund manager with Badgley, Phelps and Bell in Seattle. "I'm guessing at some point she is going to have to pay the piper." ((andrea.orr@reuters.com, Palo Alto newsroom, (650) 461-3400)) REUTERS *** end of story ***