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

To: Elwood P. Dowd who wrote (94306)	12/18/2001 3:43:08 PM
From: Elwood P. Dowd	Read Replies (2) \| Respond to of 97611

Hewlett Asks H-P To Clarify Board Resignation Threats>HWP 12/18 2:48 PM (DJ) Story 5228 DJ Hewlett/H-P -2: Lawyer: Info Is Material,Must Be Released WASHINGTON (Dow Jones)--Walter Hewlett, the dissident Hewlett-Packard Co. (HWP) director opposed to its merger with Compaq Computer Corp. (CPQ), is demanding that H-P clarify threats that directors and members of management will resign if the merger isn't completed. "This information is clearly material and the failure to provide such information could result in significant liability to Hewlett-Packard and its officers and directors," Stephen Neal, Hewlett's attorney, said in a letter to Hewlett-Packard filed by Hewlett Tuesday with the Securities and Exchange Commission. "If the threats are not true, then Hewlett-Packard must immediately correct the record," Neal said in the letter, dated Dec. 12, to H-P lawyer Larry Sonsini. Citing press reports based on confidential sources and a statement by H-P Director Richard Hackborn published in the New York Times on Dec. 12, Neal told Sonsini that "although you previously discounted these reports in conversations with me, the threats no longer can be ignored." Hackborn indicated in the New York Times article that H-P directors and management might resign if shareholders don't approve the merger with Compaq. "If the merger gets turned down by shareholders, they will have to get a board and a management to fix the PC business and these other problems," Hackborn was quoted as saying in the New York Times. If true, Neal said, then H-P should "immediately" provide detailed information to shareholders about who would resign. Opposition to the deal has grown since Walter Hewlett, son of one the company's founders, said in early November that he and his sisters, along with the William and Flora Hewlett Foundation, would vote their combined 5% HP stake against the deal. David Woodley Packard, son of the other founder, later said he also opposed the deal, followed by news that the board of the David and Lucile Packard Foundation had made a preliminary decision to vote its 10.4% stake against the deal. In September, Hewlett-Packard agreed to buy rival Compaq in a stock transaction valued then at $25 billion. H-P is offering 0.6325 share for each Compaq share. -Robert L. Grant, Dow Jones Newswires; 202 -393 -7851; robert.grant@dowjones.com (END) DOW JONES NEWS 12 -18 -01 03:21 PM