To: hlpinout who wrote (94424 ) 12/22/2001 6:20:39 AM From: hlpinout Respond to of 97611 Combat Escalates No Cease-fire in sight for HP-Compaq merger squabbles By Edward F. Moltzen CRN New York - 3:37 PM EST Fri., Dec. 21, 2001 The tit-for-tat exchanges between sides favoring and opposing the planned $20 billion-plus merger between Hewlett-Packard and Compaq Computer are continuing unabated. HP has yet to schedule a vote for shareholders to either approve or reject the proposed merger, while HP Chairman and CEO Carly Fiorina and others continue to actively campaign for support. Walter Hewlett accused a pro-merger HP board member of threatening to quit if shareholders reject the deal. Part of that campaign has involved responding to recent charges leveled by HP board member Walter Hewlett, the son of one of the company's co-founders, who is fighting the merger. Last week, Hewlett made public a letter from his lawyer to HP lawyer Larry Sonsini accusing pro-merger board member Richard Hackborn of threatening to leave HP if shareholders reject the proposal. Stephen Neal, Hewlett's lawyer, cited an interview Hackborn gave in which he said HP stockholders would "have to get a board and management to fix the PC business and these other problems" if they rejected the deal. "The threats can no longer be ignored," Neal told Sonsini. "This type of threat by a member of the board or management of any company,and particularly a company like Hewlett-Packard,is shocking." In a response letter, Sonsini countered, "Your speculation about what a Hewlett-Packard board member might do pending the outcome of the merger vote is just that,speculation. Any assertion that a Hewlett-Packard director or member of management is making a threat to resign or has made a decision to do so is incorrect and misleading." The exchanges,which have lasted for several weeks,drew pleas from some solution providers to stop the mudslinging. "No m%E1s! Please!" said one solution provider, who requested anonymity but whose company is a large partner of Compaq and HP, in response to the latest volleys. Kevin Kistner, vice president of Open Systems of Cleveland, said that because his company has a variety of partnerships, his business won't be hurt regardless of whether or not the merger happens. "It doesn't leave us any holes in our product line," Kistner said. "Compaq, Intel and HP,no matter what way it swings, we're in good position." But not all involved parties believe they will find themselves in good position, including a number of HP employees who fear massive post-merger layoffs. According to an HP filing with the Securities and Exchange Commission last week, Fiorina met with top managers and tried to address concerns over employee angst, telling them to "look [their] people in the eye" when talking about the merger.