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To: hlpinout who wrote (94314)	12/18/2001 9:34:54 PM
From: hlpinout	Respond to of 97611

Walter Hewlett fires another salvo at HP By: Dawn Kawamoto 12/18/01 5:20 PM Source: News.com Attorneys for Walter Hewlett have fired another salvo in the proxy fight over Hewlett-Packard's pending merger with Compaq Computer, citing the need for HP to disclose which executives and directors will resign should the deal fail to receive shareholder approval. Since Hewlett, an HP director and son of co-founder William Hewlett, became vocal last month over his opposition to the merger and launched a battle to line up shareholder votes, company directors and sources close to the board have said some executives and board members may resign should shareholders turn down the deal. Stephen Neal, Hewlett's attorney, sent a letter last week to HP's attorney Larry Sonsini, requesting that HP and its directors either indicate which board members and executives would quit or "correct" such statements, according to a copy of the letter filed with the Securities and Exchange Commission on Tuesday. "As you are no doubt aware, (HP director) Richard Hackborn was quoted in today's New York Times asserting that if the Hewlett-Packard stockholders do not approve the proposed merger, then management and the board of directors will resign," Neal stated in his letter, dated Dec. 12. "Mr. Hackborn's statement follows similar statements previously attributed in the press to confidential sources close to the board. Although you previously discounted these reports in conversations with me, the threats no longer can be ignored." Neal added: "The threats raise serious questions about the directors' compliance with their fiduciary duties and clearly are not in the best interest of shareholders. If the threats are true, then Hewlett-Packard must immediately provide detailed information to the shareholders and the market about which members of management and which directors will resign." Hackborn said in the Times article: "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." Sonsini told CNET News.com, in response to Neal's letter, that it's incorrect and misleading to make assertions that the board or company executives have issued threats about resigning. "Any speculation on what an HP board member or executive will do pending the outcome of the merger vote is just that--speculation," Sonsini said. Given Hewlett's concerns, some may wonder whether he has started to assemble his own slate of directors to place on his proxy once it is filed, or if he's tapped a few prospective candidates who may be interested in serving on the board, outside of a formal slate of directors on a proxy. But Joele Frank, a spokeswoman for Hewlett, said Hewlett has no intention of submitting his own slate of directors.

To: hlpinout who wrote (94314)	12/18/2001 9:37:21 PM
From: Charles Tutt	Read Replies (1) \| Respond to of 97611

Which scenario has a dramatic _drop_ in revenues as customers try to sort out whether and to what extent they want to deal with the merged entity? Cost cutting is only one side of the equation, and not necessarily even the most important one. JMHO, of course. Charles Tutt (TM)

To: hlpinout who wrote (94314)	12/18/2001 10:01:57 PM
From: PCSS	Read Replies (2) \| Respond to of 97611

< ... Carly puts a nice spin on the merger.> She's a street-FIGHTER --- that's what I like and that's what this supposed merger NEEDS. Michael's the technical BRAIN. ---- the MISSING link is a financially-savy WELL-respected $$$$ person (FSWR$ P) who can put his/her reputation on-the-line COMMITTING to the ADVANTAGES/LEVERAGES of the HewPAQ merger. IF THIS FSWR$ P arrives(??) & CF/MC can come thru --- this merger is GOLDEN to the tune of 4x within 12-18 months !!! Without a 'FSWR$ P' this deal is swamp water. If CF/MC (CF specifically) has got a brain she/they will realize that a FSWR$ P must be found and come to the forefront quickly (a TOUGH-TOUGH challenge but NOT an impossibility). Change the focus and show me the $$$ NOT the verbiage.