To: Night Writer who wrote (95214 ) 2/13/2002 2:35:09 PM From: Elwood P. Dowd Read Replies (2) | Respond to of 97611 More soap: Hewlett-Packard Directors Protest Hewlett Campaign (Update1) By Peter J. Brennan Palo Alto, California, Feb. 13 (Bloomberg) -- Hewlett-Packard Co.'s six outside directors said they are ``insulted'' by dissident director Walter Hewlett's campaign against the company's $22.5 billion acquisition of Compaq Computer Corp. The directors, including Boeing Co. Chief Executive Officer Philip Condit and Barclays Global Investors CEO Patricia Dunn, said that recent comments by Hewlett suggested the board is doing a ``mere rubber-stamping'' of the second-largest computer maker's purchase of Compaq, the second-largest personal-computer maker. ``You have insulted our personal commitment and fiduciary responsibility which each of us take very seriously,'' said the directors' letter, which was dated today and made public by Hewlett-Packard. Walter Hewlett, who is leading the proxy battle against the acquisition, said the company's claim that the acquisition was the culmination of a two-and-a-half year process was ``pure fantasy.'' Rather, the decision came after Compaq CEO Michael Capellas called Hewlett-Packard CEO Carly Fiorina in June, said Hewlett, who cited a regulatory filing. Shares of Palo Alto, California-based Hewlett-Packard rose 25 cents to $21.02 in midafternoon trading and have dropped 37 percent in the past year. Houston-based Compaq shares climbed 22 cents to $11.34 and have fallen 50 percent in the past year. Fiorina Support Earlier this week, Walter Hewlett said the Fiorina should resign if the acquisition fails. ``We have never wavered in our confidence in Carly and our support for her performance,'' the other directors said in their letter to Hewlett. ``You know this firsthand.'' Walter Hewlett, son of company co-founder William Hewlett, and other heirs have argued that the purchase increases the company's sales of personal computers and dilutes the value of the shares. The heirs and their foundations control about 18 percent of the shares. ``By acquiring Compaq, we believe that HP is following a flawed strategy,'' said a statement today from Walter Hewlett. Hewlett-Packard said the acquisition will help it acquire a stronger share of the market for servers, storage devices and services. ``This process (of acquiring Compaq) began with the Board's acknowledgement that -- in light of the changing industry dynamics -- HP was losing ground and decisive action was required,'' said the directors' letter. The directors also said Hewlett-Packard its PC business can be fixed by combining its successful retail PC sales with Compaq's commercial PC sales. Walter Hewlett is the only director on the nine-member board to oppose the transaction. A Hewlett-Packard shareholder vote is scheduled for March 19. Besides Condit and Dunn, the four other outside directors signing the letter were Richard Hackborn, Sam Ginn, George A. Keyworth III and Robert Knowling Jr. Two other board members are in Hewlett-Packard's management, Fiorina and Chief Financial Officer Robert Wayman.