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To: The Duke of URL© who wrote (94051)	12/8/2001 4:13:34 PM
From: Charles Tutt	Read Replies (1) \| Respond to of 97611

However, they presumably DO have the interests of the company's SHAREHOLDERS first and foremost. That shouldn't differ much from the interests of the company, but you seem to imply that it does. JMHO, as usual. Charles Tutt (TM)

To: The Duke of URL© who wrote (94051)	12/8/2001 8:17:36 PM
From: Night Writer	Read Replies (1) \| Respond to of 97611

Duke of URL, Absolutely correct. I wrote a note on that before. The foundation ownership percentage would decrease and they would have a smaller voice at HP. That could be a consideration. The new HP/CPQ dividend could be reduced and that would not make the foundation happy. Those two factors alone could make the foundation nervous about the merger. At the same time, the prospect of creating a huge company to compete with IBM might be tempting. Of course, the foundation might already own IBM stock. On the other hand, the statement might just as well use "stockholders" as "the foundation." It could be that the advisers viewed the merger as not good for stockholders and the foundation. The foundation as a stockholder is speaking for the foundation. The only way we can accurately determine the fact is by gaining access to the advisor's report. That isn't going to happen. The foundation might make the report public to sway shareholder voting. I will not hold my breath for that to happen.<G> NW