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To: Elwood P. Dowd who wrote (95924)	3/11/2002 10:33:58 AM
From: Elwood P. Dowd	Read Replies (1) \| Respond to of 97611

Another slant: Walter's pop by: Telkon 03/11/02 10:27 am Msg: 276327 of 276328 It seems like Walter has had his last ditch attempt to destroy the deal. He undoubtedly arranged for Calpers to announce on Friday to attempt to gain momentum. His appearance on CNBC was decent yet he did not to me appear confident that the deal would be broken. Nor did he clearly elucidate the reason for his campaign against the merger. He seemed to say that he "felt" that it was bad. Reading between the lines, it appears that he originally voted for the merger and then shifted his position when the aquirer HWP went down in price. He openly admitted that the endowment has too large a position in HWP. He admitted that it sold 6 million shares and that he will be lightening up no matter what happens. Thus, it appears that he is trying to get a short term pop so that he can dump additional shares. That I think is his motivation. Note that all the other directors with more business acumen than Walter support the deal along with ISS which claims to be objective. Hats off to management for not trying to defuse Walter last ditch effort. No announcements other than an opposing director's letter were made but I suspect that will not be the case as the momentum shifts once again. I expect that mgmt has lined up its ducks and we will see them soon.