To: PCSS who wrote (95209 ) 2/13/2002 9:05:33 AM From: Elwood P. Dowd Read Replies (1) | Respond to of 97611 Hewlett-Packard's Fiorina Claims Momentum in Acquisition Fight By Cesca Antonelli Palo Alto, California, Feb. 13 (Bloomberg) -- Hewlett-Packard Co. Chief Executive Carly Fiorina says she's gaining in a campaign to sell investors on the $22.5 billion purchase of Compaq Computer Corp. over resistance from some of her largest shareholders. ``The level of support for this merger is growing and is more than sufficient to win a shareholder vote,'' Fiorina said last week at a Goldman, Sachs & Co. conference, even as the holders of only 1 percent of the shares have publicly declared in her favor. Relatives of co-founders William Hewlett and David Packard, led by Walter Hewlett, oppose the purchase and control 18 percent through personal ownership and charitable foundations. Still, some investors see momentum on Fiorina's side as she touts approval from the European Commission and improved fiscal first-quarter results coming out today. ``A few weeks ago, you would have thought the merger was going to be called off,'' said Charles Mayer, whose Invesco Funds Group owns Hewlett-Packard shares and manages $30 billion. ``It seems the odds are back in favor that maybe it will get done.'' Company director Walter Hewlett, son of William Hewlett, has started a proxy fight to stop the takeover, which would create a computer maker with $87 billion in annual revenue. Low-Profit PCs Walter Hewlett wants to build Hewlett-Packard's printer and services revenue without such a big acquisition and told the Wall Street Journal this week that Fiorina should quit if shareholders reject the acquisition. Fiorina says that won't work. ``Two decades of organic growth and tactical acquisitions were just not enough to get us where we needed to go,'' she said in an e-mail response to questions. ``For too long, the imaging and printing business has accounted for too much of the profitability of our company.'' Compaq shares are trading about 15 percent below the value of Hewlett-Packard's offer, compared with 37 percent in November. The decreasing gap indicates some investors expect the purchase is more likely to happen. Alliance Capital Management Holding LP, the 15th largest investor with about 1 percent of the stock, has said it will support the purchase when shareholders vote March 19. ``We think the deal is going to go through,'' said Bruce Raabe, chief investment officer at Collins & Co., which favors the transaction and has $500 million under management. ``She has persuaded enough shareholders.'' Improved Results Later today, Hewlett-Packard is expected to report profit of 25 cents a share on sales of $11.2 billion in the quarter ended last month, the average analyst estimates in a Thomson Financial/First Call poll. The forecasts were raised after Fiorina said profit beat the previous 16-cent analyst target and sales rose ``moderately'' from the fourth quarter. Still, some analysts say she had set a low standard early on. A year ago, net income was 17 cents a share on revenue of $11.9 billion. Some investors are waiting for a report by Institutional Shareholder Services, the largest proxy adviser, which expects to announce its recommendation early next month. The shares have dropped 11 percent since Fiorina announced the deal Sept. 3. Fiorina, 47, a former Lucent Technologies Inc. executive, fired 5,700 workers in the year ended in October and has been criticized for not being sensitive to the company's culture of compassion as she cut costs. Founded in Garage Hewlett-Packard was founded in 1939 in a Palo Alto, California, garage and has grown into the second-largest computer seller behind International Business Machines Corp. Some businesses Hewlett-Packard helped create turned into low- profit markets, such as PCs, now led by Dell Computer Corp. ``She had to come in and introduce huge changes to a company that has been very resistant to change, and there is no way that could happen without bloodshed,'' said Nathan Meyers, who worked as a software engineer there for 20 years. Other former employees say she doesn't understand the values set by the company's founders. ``An acquisition like this would never appeal to Packard and Hewlett because they felt we ought to be doing things ourselves,'' said David Kirby, who worked at the company for 27 years and co- edited ``The HP Way,'' a book by David Packard. Fiorina was paid $1 million in salary and received no bonus in fiscal 2001, after getting a salary and bonus totaling $2.77 million the previous year. She received stock options worth $13.5 million and she's negotiating for a higher salary after the Compaq deal clears. Praise From Critics Even critics praise her recent performance, saying she's countered opponents and kept employees focused on sales. ``She's juggling a lot of different things fairly well,'' said David Katz, chief investment officer at Matrix Asset Advisors, who's panned Fiorina and the purchase. The hardest days may be ahead. Missed sales targets last year and a failed attempt to buy PricewaterhouseCoopers LLC's consulting business in 2000 make some investors wonder if she has what it takes to lead. ``Whether Carly Fiorina can run that combined company is still a question that needs to be answered,'' Mayer said.