To: Elwood P. Dowd who wrote (95197 ) 2/11/2002 4:50:52 PM From: Night Writer Read Replies (1) | Respond to of 97611 UPDATE 1-W. Hewlett sees Fiorina exit if deal fails - WSJ (adds HP comment, Hewlett foundation comment, details, previously NEW YORK) SAN FRANCISCO, Feb 11 (Reuters) - Walter Hewlett put forth three principles to guide Hewlett-Packard Co. <HWP.N> if its plan to buy Compaq Computer Corp. <CPQ.N> fails, and said he would expect Chairman and Chief Executive Carly Fiorina to depart, the Wall Street Journal reported on Monday. First, he suggested the company invest in and expand its printer and imaging unit, the Journal reported. Second, he said HP should focus on filling in key gaps in its enterprise offerings, such as in software and consulting services, possibly through smaller acquisitions. Lastly, he said HP needs to restructure and de-emphasize its personal-computer business, possibly by closing some plants, the Journal said. A spokeswoman for Hewlett-Packard told Reuters that HP had already outsourced almost all its personal computer manufacturing and argued that two decades of smaller acquisitions had not positioned HP for leadership. Without the Compaq merger, the printing and imaging division would have to subsidize the other units, she said. "If we stay on the current path, we drain the life out of imagining and printing," she said. Hewlett, 15 years an HP board member and son of co-founder William Hewlett, said a defeat of the acquisition would likely lead to the departure of Fiorina, but would not likely lead to resignations from the board or from many senior executives, according to the Journal. When pressed on details of his alternative vision, such as which companies HP should buy instead of Compaq, Hewlett was unspecific, the Journal said, but he did not rule out acquiring companies like the consulting arm of accounting firm PricewaterhouseCoopers. HP said the lack of details showed Hewlett did not have a real road map. "Once again Walter has offered up platitudes, not a plan," the spokeswoman said. HP has said the HP board had hundreds of years of combined experience and repeatedly attacked Hewlett's business acumen, which a Hewlett ally defended in a separate letter on Monday. Hewlett Foundation Director and venture capitalist Jim Gaither said in a letter to Fiorina that consultants to HP family foundations as well as major investors opposed the deal. "The combined experience of these business leaders who agree with Walter is more than comparable with the '300 years' you cite," he wrote. ((San Francisco Bureau 415 677-2578)) REUTERS *** end of story ***