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Technology Stocks : Compaq -- Ignore unavailable to you. Want to Upgrade?

To: hlpinout who wrote (95670)	3/4/2002 6:47:29 PM
From: hlpinout	Read Replies (3) \| Respond to of 97611

Ugly, ugly, ugly. -- Hewlett-Packard Seeks to `Smear' Hewlett, Lawyer Says (Update2) By Peter J. Brennan Palo Alto, California, March 4 (Bloomberg) -- Hewlett-Packard Co. is trying to ``smear'' dissident director Walter Hewlett after he disclosed the proposed salaries of top executives if the company buys Compaq Computer Corp. for $22.2 billion, Walter Hewlett's lawyer said. ``The company and its board should be thanking Mr. Hewlett for reducing their exposure to liability, rather than accusing him of breaching his fiduciary duty to stockholders by providing them with material information,'' Stephen Neal wrote in a letter to Larry W. Sonsini, the company's outside attorney. Walter Hewlett last week disclosed that Hewlett-Packard considered paying more than $115 million to Chief Executive Officer Carly Fiorina and Compaq CEO Michael Capellas if the companies combine. The Palo Alto, California-based company, the second-largest computer maker, said no decisions have been made about Fiorina's pay. Walter Hewlett's information was taken from company documents, including minutes from a Sept. 20, 2001, meeting of Hewlett-Packard's compensation committee, Neal wrote. Walter Hewlett is the only one of nine directors to oppose the proposed acquisition. Recruiting Effort Hewlett-Packard said in a statement on Saturday that Walter Hewlett's plan to recruit a replacement for Fiorina ``lacks integrity and reflects desperation.'' A spokesman for Hewlett has said the director intends to discuss possible candidates after shareholders vote on the purchase on March 19. ``Walter Hewlett obviously intends to mislead and distract shareowners by raising this issue,'' the company said in a statement Saturday. A Hewlett-Packard spokeswoman was unavailable to comment. Hewlett-Packard shares rose 34 cents, or 1.7 percent, to $20.55 and have dropped 11 percent since the deal was announced. Compaq rose 21 cents, or 2 percent, to $10.65. The shares of Houston-based Compaq were 18 percent below the value of Hewlett- Packard's offer. In a survey released today, 65 percent of 260 employees at Hewlett-Packard's facility in Fort Collins, Colorado, oppose the acquisition and 26 percent support it. The survey was funded by David W. Packard, who also opposes the acquisition, and like Hewlett, is a son of a co-founder of the company. The survey, by the Field Research Corp., showed results similar to recent polls in Boise, Idaho, and Corvallis, Oregon, where Hewlett-Packard has facilities. Hewlett-Packard has criticized the polls because they have focused on employees in specific areas and said its own surveys show 65 percent support for the acquisition.