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

To: Jerome who wrote (95796)	3/7/2002 3:25:42 PM
From: Night Writer	Respond to of 97611

Index funds are less the 10% according to articles. After that, it's anybody's guess.

To: Jerome who wrote (95796)	3/8/2002 7:34:45 AM
From: hlpinout	Read Replies (1) \| Respond to of 97611

Jerome, I can only guess at the question of index funds and I can find snippets of what a specific institution may say. I did happen to run across this for some perusal and will post anything else I can dig up that may be more specific. -- Vote count on HP merger may stretch out By Ian Fried Staff Writer, CNET News.com March 6, 2002, 12:10 PM PT As in the last U.S. presidential election, the tallying of votes on the proposed merger between Hewlett-Packard and Compaq Computer could stretch well beyond Election Day. According to analysts and proxy-battle veterans, if the March 19 vote is close, it could be anywhere from a couple of days to a couple of weeks before the final result is known. Although companies often release results of uncontested votes right at the shareholder meeting, vote tallies in a proxy battle often take much longer. "That's one of the many myths about a proxy contest," said Creig Dunlop, assistant vice president of IVS Associates, the Newark, Del.-based firm that has been hired by HP to serve as the independent inspector of elections. "It can take some time." That's because in a proxy battle, shareowners can vote as many times as they want, with only their last vote counting. As a result, the inspector must make sure all the ballots for each shareholder are together and determine the order in which the proxies were cast. In this case, HP is asking shareholders to send back white cards indicating support for the deal, while Walter Hewlett is asking shareholders to return green cards indicating opposition to the deal. Both sides have already mailed several sets of proxy cards to shareholders. Such a process means that one or both sides could ask to look at the ballots themselves. Instead of looking for dimpled chads, the participants will want to examine earlier votes by shareholders to make sure it was the last vote that was counted. By the same token, the outcome could be clear before the actual shareholder meeting. Both sides are already getting early returns, although most of the large institutional investors will wait until close to the March 19 meeting to cast their ballot. The early returns come from two sources. Both sides are getting updates from their own proxy solicitation firms, which receive back shares from individual investors. At the same time, financial services giant Automatic Data Processing is collecting and tabulating proxies from institutional investors as well as Wall Street firms who hold shares on their own or on behalf of clients. Although a final certified vote may take some time, it is possible that one side will declare victory at the time of the meeting. It is even conceivable that both sides could declare victory based on their assessment of the returns. HP got the equivalent of a major newspaper endorsement Tuesday when proxy advisory firm Institutional Shareholder Services recommended that its clients, which make up around 23 percent of HP shareholders, vote in favor of the deal. However, HP needs to overcome the opposition of Walter Hewlett, David Packard and several Packard and Hewlett foundations representing roughly 18 percent of HP shares. Institutions representing at least 3 percent of shares have also indicated they intend to oppose the deal, while those representing about 8 percent of shares have indicated support. That leaves the majority of votes undecided, and it is not clear how much sway the ISS report will have. Although there are early returns coming in, they are more akin to a poll than final votes, since they are subject to change. The returns that are coming in now are mostly from individual investors. Neither HP nor representatives of Walter Hewlett would comment on what their early returns are showing. While not definitive, the early returns can be useful, said John Cornwell, who spent 22 years at proxy firm DF King but now works in the energy industry. "You'll know early on if you are in trouble," Cornwell said. "Early returns define what you have to do and where the rest of your campaign has to go." Cornwell said significant numbers of institutional votes are likely to roll in the day before the shareholder vote. "The night before the meeting both sides will have a good indication of who won, unless it's really, really close--which could happen in this case," Cornwell said. The merger battle has already taken on the ugliness of a political campaign with a host of negative ads, personal attacks and claims of momentum shifts. As for the vote tabulator, IVS, they typically don't get involved until the day of the election, adding to the potential for the final result to drag on. But unlike the folks in Florida, Dunlop said IVS' goal is to avoid taking center stage. Over the past 20 years, he said, his company has handled an average of about 20 proxy battles a year. However, the firm remains virtually unknown outside the insular world of shareholder battles. He likens the company's ideal role to that of a good referee in a football game. "The more in the background we are, the better off everyone is," Dunlop said.

To: Jerome who wrote (95796)	3/8/2002 11:36:28 AM
From: Gottfried	Read Replies (1) \| Respond to of 97611

Jerome, today's paper has a one page ad by Wally stating that yesterday's drop of HWP and rise of CPQ is proof the merger is bad. Disingenious is too kind a description. Gottfried

To: Jerome who wrote (95796)	3/8/2002 6:59:06 PM
From: hlpinout	Respond to of 97611

I like the logic(If ya get the hint!). -- GLOBAL INVESTING: HP-Compaq vote to test adviser's influence: ISS does not expect all its clients to follow backing for controversial Dollars 22bn deal, writes Paul Taylor Financial Times; Mar 8, 2002 By PAUL TAYLOR When the votes are cast for or against theHewlett-Packard bid for Compaq this month, the outcome will provide an important indicator of the real influence of Institutional Shareholder Services, the proxy advisory group that this week came out in favour of the controversial transaction. While many have already said they may not follow the recommendation, ISS support for the Dollars 22bn deal was seen as crucial for HP's efforts to keep its bid alive. HP has said that about 23 per cent of its shareholder base are clients of the Maryland-based firm. Jamie Heard, ISS chief executive, acknowledges that not all its clients will follow the advice: "Clients do not follow our recommendations by rote or blindly." In the case of HP and Compaq, he says: "Some will read our analysis and say 'it's a good piece of work but we don't agree with it.'" But he points out that if ISS's more than 1,000 institutional and corporate clients did not value its service they would not renew their annual subscriptions that range from "a few thousand dollars to well into six figures". As is, renewals are more than 95 per cent. Mr Heard, a 20-year veteran of the corporate governance movement, rejoined ISS last year when The Proxy Monitor acquired the business from its former owner, Thomson Financial. He attributes its success to growing awareness of corporate governance and the impartiality of the advice. Some critics, including Walter Hewlett who opposes the HP-Compaq deal, have accused ISS of bias towards managements. Mr Heard says an analysis of its recommendations shows that, in contested bids, it splits evenly on whether to approve the deals. On big deals such as the proposed Compaq-HP merger, ISS assembles a team of analysts drawn from its 450-person staff to assess different aspects of the deal, question the management teams and meet the interested parties. "Our purpose from the beginning has been to encourage better corporate governance but we are only successful in so much as our clients value our services," Mr Heard says. That philosophy dates back to the firm's origins. ISS was set up in 1985 by Bob Monk, an Erisa (Employee Retirement Income Security Act) administrator in the Labor Department who was a leading campaigner on corporate governance issues and believed pension fund fiduciaries should pay more attention to proxies. "Before that, most fund administrators threw proxies in the garbage can," notes Patrick McGurn, an ISS veteran now in charge of its corporate programmes. At the time there were also reports of conflicts of interest involving pension fund managers under pressure from corporate management. Since inception, ISS has grown rapidly and now has offices in the US, Canada, the UK and, most recently, Japan. The firm's research team, which mostly comprises lawyers and MBAs, analyses proxies and issues vote recommendations for more than 10,000 US and 10,000 non-US shareholder meetings each year. Research and voting instructions are delivered to the institutional client base via two web-based applications: ProxyMaster.com and ISS-direct.com. Institutional clients pay a graduated subscription based on the number of stocks in their portfolios and the services they require. In addition to its core proxy analysis service, ISS offers a customised voting agent service for those institutions that want to outsource their proxy voting. Other ISS units provide a social screening service for investment managers who need to implement a social investment strategy and a monitoring service that tracks and alerts clients to securities class actions that might interest them. Mr Heard says ISS shortly plans to launch a corporate governance rating service that will assign marks out of 100 to US companies on the basis of their governance policies. "Enron answers the question about whether governance matters," he says. Copyright: The Financial Times Limited 1995-2002