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

To: hlpinout who wrote (94100)	12/10/2001 6:10:12 PM
From: hlpinout	Read Replies (1) \| Respond to of 97611

Hewlett-Packard Holders to Get Advice Before Vote (Correct) By Paul Horvitz Hewlett-Packard Holders to Get Advice Before Vote (Correct) (Corrects ownership of ISS in second paragraph.) Palo Alto, California, Dec. 10 (Bloomberg) -- Institutions holding shares of Hewlett-Packard Co. will get advice from Institutional Shareholder Services about three weeks before a shareholder vote on whether to acquire Compaq Computer Corp. ISS, a shareholder advisory firm owned by Proxy Monitor Inc., will probably hear from management of both companies and from dissident shareholder Walter Hewlett before issuing an opinion on the merger, said Patrick McGurn, ISS vice president. That vote could take place in late February or early March, depending on whether government regulators approve the planned merger, he said in an interview. ISS sends its 700 clients opinions on how to vote their proxies on questions ranging from mergers and acquisitions to corporate governance. In addition to hearing directly from management and dissidents soliciting proxies, ISS senior analyst Ram Kumar will also study regulatory filings supporting both sides and the opinions of financial analysts, McGurn said. Unlike individual shareholders and company employees, who may be swayed by ``cultural issues'' raised by the heirs of Hewlett- Packard's co-founders, institutional investors will focus purely on financial information and ``take a pretty steely eyed look'' at the merger, McGurn said. Hewlett-Packard shares fell 52 cents to $23. Compaq fell $1.62, or 14 percent, to $9.70. Past Reports Kumar has written reports in which ISS opposed Carl Icahn's attempt to gain control of laser-surgery firm VISX Inc. and backed the merger of First Union Corp. and Wachovia Corp. He was also the author of ISS reports that initially opposed dissident shareholder Sam Wyly's attempt to gain control of Computer Associates International Inc., then backed Wyly's bid for minority representation on the software maker's board. Most of the heirs of Hewlett-Packard founders William Hewlett and David Packard, who control about 18 percent of the company's shares, oppose the planned $24.9 billion purchase. Walter Hewlett, a Hewlett-Packard board member, has said he will solicit proxies to fight the merger, and Hewlett-Packard Chief Executive Carly Fiorina has vowed to press for approval. In addition to the heirs, institutional investors hold about 57 percent of Hewlett-Packard shares and retail investors about 25 percent, according to the company.