To: Elwood P. Dowd who wrote (94133 ) 12/11/2001 2:20:11 PM From: Piotr Koziol Read Replies (1) | Respond to of 97611 El, Houston is NOT silent, please read: Compaq CEO Says Company Must Be Pragmatic; Analyzing Next Step By Peter J. Brennan Houston, Dec. 11 (Bloomberg) -- Compaq Computer Corp. must keep a ``pragmatic view'' of whether the proposed acquisition by Hewlett-Packard Co. will occur, Compaq Chief Executive Michael Capellas said in a weekend e-mail memo to employees. Compaq executives were disappointed by the decision on Friday by the David and Lucile Packard Foundation, owner of 10.4 percent of Hewlett-Packard's shares, to vote against the proposed acquisition, wrote Capellas. He said Compaq is analyzing the situation and will tell employees more in the coming days. All the children of Hewlett-Packard's late co-founders, William Hewlett and David Packard, now oppose the deal. As the families control about 18 percent of shares, they are expected to sway other large institutional investors. That would leave supporters of the acquisition with too few votes for approval by Hewlett-Packard shareholders. ``We continue to believe that the merger is in the best interests of shareholders, employees, customers and partners,'' wrote Capellas. The chief executive said employees should continue to concentrate on the current business, adding that he's pleased with progress made in the past three months in winning large accounts such as General Motors Corp. and the U.S. Postal Service. He said customers remained confident in the Houston-based company. Compaq shares fell 19 cents to $9.51 in early afternoon trading while Hewlett-Packard shares declined 92 cents, or 4 percent, to $22.08. The memo was previously reported by the Wall Street Journal.