To: OLDTRADER who wrote (168892 ) 2/27/2002 5:00:35 AM From: stockman_scott Respond to of 176387 Dissident says HP deal means millions for 2 leaders Bloomberg Business News Feb. 26, 2002, 11:11PM PALO ALTO, Calif. -- Hewlett-Packard Chief Executive Officer Carly Fiorina and Compaq Computer Corp. CEO Michael Capellas together may be paid more than $115 million if the two computer makers combine, director Walter Hewlett said Tuesday. Walter Hewlett for weeks has been pressing the companies to disclose what top officials would be paid if shareholders approve Hewlett-Packard's plan to buy Houston-based Compaq. He says the pay packages may affect investors' votes on the deal. Tuesday he released figures, which include two years' salary and bonus plus stock options, that he said the companies considered when they announced the agreement. Hewlett-Packard's Fiorina is pushing the $21.6 billion purchase of Compaq to shore up her company's sales of server computers and services. Walter Hewlett, son of co-founder William Hewlett, has started a proxy fight to topple the deal, which he says will make the 64-year-old company too dependent on low-profit personal computers. Hewlett-Packard investors will vote March 19. "The details of the compensation packages contemplated for Ms. Fiorina and Mr. Capellas are important," Walter Hewlett said in a report on the possible executive pay sets. "HP's stockholders deserve to know this information." The Palo Alto-based company had said the pay packages wouldn't be released until after the vote. Hewlett-Packard officials couldn't immediately be reached to comment on Hewlett's report. The company considered paying Fiorina $1.6 million in salary and a $4.8 million bonus annually for two years, and stock options with a "total estimated current value" of $57 million, said Hewlett, a member of the board's compensation committee. The group had weighed the pay package when the deal was announced Sept. 3, he said. Capellas may receive a $1 million salary and $3.8 million bonus for two years, with options worth $38 million, Hewlett said. Jerry Dodson, president of Parnassus Investments, said he's leaning toward voting "no," partly because he wants the company to release the pay figures before the vote. "People should know before they vote on it," said Dodson, whose firm owns 150,000 shares and manages $550 million. "That's serious money as far as I'm concerned." Also Tuesday, Brandes Investment Partners said it will vote against Hewlett-Packard's plan to buy Compaq. Brandes, owner of a 1.3 percent stake in Hewlett-Packard, is the largest outside investor to publicly align itself with Walter Hewlett. A recommendation from advisory firm Institutional Shareholder Services next week may sway about a fifth of investors, analysts said. While neither side has a clear lead, the Brandes decision may tilt the outcome, investors said. Vinit Bodas, a partner and senior analyst with San Diego-based Brandes, declined to provide specific reasons for the partnership's decision. The Wall Street Journal earlier Tuesday reported Brandes thought an acquisition would create too many cultural and integration risks and that it would be better for Hewlett-Packard to continue as a stand-alone company. Brandes owned 24.7 million shares as of December. The William and Flora Hewlett Foundation, which Walter Hewlett chairs, earlier Tuesday responded to criticism from the company about recent sales of Hewlett-Packard stock amid the proxy fight. The foundation said in a filing with the Securities and Exchange Commission that it's been diversifying its holdings since 1998, and that the Hewlett-Packard officials knew that because the company bought back two-thirds of the shares the foundation sold from May 2001 through the end of the year. Hewlett-Packard shares rose 3 cents to $20.01 Tuesday. Compaq fell 20 cents to $10.40.