To: Night Writer who wrote (94199 ) 12/12/2001 6:09:31 PM From: Elwood P. Dowd Respond to of 97611 Compaq board member sees no change in merger terms By Caroline Humer NEW YORK, Dec 12 (Reuters) - A member of the board of directors of Compaq Computer Corp. (NYSE:CPQ - news) on Wednesday said that he doesn't expect changes in the terms of Compaq's $23.4 billion merger with competitor Hewlett-Packard Co. (NYSE:HWP - news). Thomas Perkins, the Perkins in Silicon Valley's powerful venture capital firm Kleiner, Perkins, Caufield & Byers, said in an interview with Reuters that the Packard foundation's decision to vote against the merger isn't about price. ``There's no thought about changing the terms of the deal,'' he said in a telephone interview. ``And I can't conceive that if the terms of the deal had been changed, that it would have affected the Packard Foundation vote.'' The David & Lucile Packard Foundation, which owns more than 10 percent of Hewlett-Packard, said on Friday that it ``preliminarily'' planned to vote against the merger, creating an 18 percent block of shares owned by members of the Hewlett and Packard families that are against the merger. That ``preliminarily'' had some on Wall Street wondering if the Packard foundation was pushing for a change in the merger terms, such as the spin-off of its personal computer business or less money for Compaq. Perkins, who will meet with other Compaq directors on Thursday for a regularly scheduled board meetings, says that isn't the case. The merger plan hit a nerve at HP, where there was already a push-and-pull about how much to reinvent the company to soup up sales growth -- perhaps sacrificing some of the company's traditional values known as ``The HP Way.'' ``Compaq just triggered something that has been very deeply troubling within Hewlett-Packard for a while. And I think honestly this is more about Hewlett-Packard than it is about Compaq. It's certainly not about the terms of the deal,'' Perkins said. Perkins, who was Chairman of Compaq's Tandem Corporation and who has tight ties in California's Silicon Valley where Hewlett-Packard is based, said that Hewlett-Packard's future path if the deal doesn't go through is unclear.For one thing, he said, the expectation that Chief Executive Carly Fiorina, other management, and members of Hewlett-Packard's board of directors will resign if the deal falls through would leave Hewlett-Packard rudderless. ``Who's going to run Hewlett-Packard? Walter Hewlett, the music professor and David Woodley Packard, the professor of Greek? Are they going to run this thing? One of the largest companies in the world?'' he said. Perkins, who was juggling phone calls from Hewlett-Packard's Fiorina on Wednesday, is a staunch supporter of the deal and has even written an opinion piece for Silicon Valley's San Jose Mercury News in support of it. Compaq chief executive officer Michael Capellas over the weekend sent a memo to employees that addressed the fact that the company had a strategy as a stand-alone company. That had some employees, investors and analysts wondering if Compaq was preparing for a break-up. Perkins said that Compaq's board has no intention of walking away from the deal, in part because that carries a $675 million penalty fee under the contract terms. ``We can't. By the terms of the contract, neither party could withdraw from this arrangement,'' he said.