To: QuentR who wrote (95732 ) 3/5/2002 4:44:22 PM From: Night Writer Respond to of 97611 Firm Says Vote 'Yes' on HP-Compaq SAN JOSE, Calif., Mar 05, 2002 (AP Online via COMTEX) -- A highly influential proxy research firm recommended Tuesday that Hewlett-Packard Co. investors approve the proposed $22 billion acquisition of Compaq Computer Corp., giving new life to HP's efforts to pull off the hotly contested deal. After reviewing thousands of documents and listening to personal appeals from HP executives and merger opponent Walter Hewlett, Institutional Shareholder Services of Rockville, Md., said the deal could be an excellent long-term strategic move for the companies despite sizable risks. The ISS decision was crucial because more than 20 percent of HP shares, including those held by the Hewlett and Packard families and their foundations, are already lined up against the deal, and only about 5 percent of HP shares appear to be in the company's camp. A negative report widely would have been seen as a fatal blow for the deal. Analysts said the positive report would leave HP with a 50-50 chance of winning the fight. Some analysts and HP's chief financial officer have estimated that as many as 40 percent of HP shares are held by investors who either will follow ISS's advice or will be in some way influenced by the report. Other analysts put the total much lower, because this deal is so vigorously contested that most money managers will weigh a variety of factors in deciding how to vote. But at a minimum, ISS could control about 10 percent of HP shares because some investors have ISS vote for them. Barclays Global Investors - which owns 3.1 percent of HP stock and is the company's fourth-largest investor, has put its votes in ISS's hands because Barclays chief Patricia Dunn sits on HP's board. By BRIAN BERGSTEIN AP Business Writer Copyright 2002 Associated Press, All rights reserved -0-