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To: hlpinout who wrote (95940)3/11/2002 6:16:39 PM
From: hlpinout  Respond to of 97611
 
HP: Big shareholders like merger
By: Dawn Kawamoto and Ian Fried
3/11/02 1:40 PM
Source: News.com

While declining to predict victory in the hotly contested struggle over its proposed merger with Compaq Computer, Hewlett-Packard director Phil Condit said HP is gaining the support of the majority of its largest shareholders.
"We believe we have the support of most of our top 20 shareholders," Condit said in a Monday conference call with reporters and financial analysts. "Some have done their analysis and have arrived at a conclusion, others are watching what both sides are saying and will make their decision late in the process. But in our discussions with management (who have met with investors), it's very promising and very positive."

HP shareholders are set to vote on the $22 billion deal--one of the largest in technology history--on March 19, and at this point things are so close the outcome is anyone's guess.

Both Condit and fellow director Sam Ginn again raised the prospect that HP board members and leaders might resign if the Compaq deal is voted down.

"If there is an adverse vote here, it is going to present some significant conflict within each director," Ginn said.

Both said they couldn't say for sure if they themselves would leave.

"If we leave the board, we want to make sure there is continuity," Ginn said. "Being a director of HP, I have a serious fiduciary duty. I won't walk away and pout. If I decide to leave, I will make sure I have a proper replacement."

But one source close to the company said that some directors who previously talked of leaving the board should the deal be voted down began to reconsider. They were reacting to Walter Hewlett's recommendation that HP spin off its printing and imaging business if the merger fails.

The directors "started talking among themselves after Walter proposed the spin off, and the sentiment started to shift," the source said. "There was a feeling that how could (the directors) walk away and let Walter do that to the company? The printer business had to be retained, otherwise it would destroy the value of the PC business."

After HP spun off Agilent, its test and measurement business, in 1999, the company had considered spinning off its lucrative printing and imaging business to unlock shareholder value. But ultimately, the board rejected the idea, since it would not help HP's efforts to become a one-stop shop for its corporate customers.

Condit said that with the directors focusing on this corporate "solutions" concept and on the Compaq merger as an essential part of the plan, no other alternatives have been examined as a backup plan to a failed merger.

"If the vote is no, we'll have to regroup and think our way through it," Condit said.

Condit's and Ginn's comments came after dissident board member Walter Hewlett said he is growing more confident the deal will be voted down.

Members of the Hewlett and Packard families and several family foundations have announced their plans to vote a combined 18 percent stake against the deal, which requires the approval of a majority of shareholders. HP needs to win a majority of votes cast at the March 19 shareholder meeting to garner approval of the merger.

While individual board members have made strong written statements about their position on the deal, Walter Hewlett and others are increasingly taking their case directly to the media as the deal enters the home stretch. They join a growing number of large shareholders speaking out on the merger, including pension fund Calpers, which came out against the deal Friday.

In addition to the telephone briefing from Ginn and Condit, HP touted in a shareholder letter Monday the recent endorsement of the deal by Institutional Shareholder Services, a key adviser to money managers and mutual funds.

And in a separate letter to shareholders, director Richard Hackborn reminisced about the launch of the first HP laser printer in 1984 and what a dramatic change it represented, much as the Compaq deal does today.

"Concerns were expressed that we were not making a contribution, because we were totally dependent on an outside company to manufacture the printer," Hackborn said in the letter. "Others were worried about the business model, because it was one they had never seen before. Through it all, Bill (Hewlett) and Dave (Packard) would listen patiently, smile, nod and then encourage us to proceed full-steam ahead."

Hackborn's sentimental letter will likely ring stronger with individual, or mom and pop, shareholders.

One source familiar with the company said HP considers this segment of investors more of a wildcard when it comes to the merger vote.

But in the conference call, Ginn said: "I have not seen any specific information (on retail investors), except my own polling. And the majority of people I have talked to are in favor of the merger."



To: hlpinout who wrote (95940)3/11/2002 6:21:13 PM
From: hlpinout  Read Replies (6) | Respond to of 97611
 
The Storage Front Line

By Sonia R. Lelii
VARBusiness
- 3:20 PM EST Mon., Mar. 11, 2002

Welcome to the new frontier of storage. In the past few months, most top vendors have outlined their visions for storage-management software with the hope it will become another cash cow.
The evidence is everywhere. Last summer, EMC introduced its Automatic Information Storage (AutoIS) initiative. Both EMC and IBM did some internal reorganizing to give their storage-software units equal footing with hardware. Compaq Computer has been developing its VersaStor virtualization product for months now and expects to roll it out later this year. And last month, Unix-server king Sun Microsystems announced its software-management architecture called StorageONE (Open Networking Environment).

Along with these good ol' boys of storage, there are plenty of new independent software start-ups nudging their way into a space that is gaining in popularity. They include Datacore Software, FalconStor Software, BakBone Software and TrueSAN Networks, to name a few. All are out to stake a claim in a market that's projected to grow between 25 percent to 30 percent during the next five years.

"Point blank, it's a gold rush," says Thomas Isakovich, president and CEO of TrueSAN, based in San Jose, Calif. "2002 is the year of the SAN management showdown. And the battle is not just about where the software resides, but how it is delivered."

After two years of research and development, TrueSAN recently introduced Cloudbreak, its storage OS that combines virtualization, network and device management, storage-resource management and business continuance into a single platform.

Computer Associates, which made $1 billion in revenue on storage in 2000, is building up its new Enterprise Solution Provider (ESP) program. Out of 20,000 CA resellers, only 200 are part of ESP because "we are being very, very selective," says Mark Milford, senior vice president and general manager of the storage business unit at Computer Associates. "To implement this software, resellers must have experience. They must be certified and have consulting services."

It's no coincidence that all this jostling comes at a time when the hardware portion of the storage industry has suffered its first slump since 1998. Research firm IDC reported that the U.S. disk-storage systems hardware market fell by $5.7 billion, or 18.7 percent, in 2001.

Although IDC projects the market will show signs of recovery in the last half of 2002, the worldwide market is expected to fall by 1.7 percent this year. Much of this is attributed to the dot-com decline, but also to blame is the

per-megabyte cost, which is getting cheaper and cheaper.

"[Storage hardware vendors] pretty much have sold all the hardware they can," says Mike Johnson director of product management at BakBone Software, based in San Diego. "So now we have to figure out how to manage it, now that it is all over the place in heterogeneous environments."

Speaking the Same Language

Much of the storage industry's vision in the past few years has centered around consolidating storage. Companies were encouraged to create a separate Fibre Channel network, connecting multiple servers to multiple disk arrays,also known as storage-area networks (SANs). The irony is that storage vendors pushed this vision while hawking mainly proprietary hardware.

Most storage disk arrays from vendors including Compaq, EMC and Hitachi Data systems, for example, can do the basic tasks of moving data, such as reading and writing to volumes. That's in large part because all storage devices speak the standard SCSI protocol. Critical tasks that include configuring RAID levels and capacity, and monitoring disk and controller failures are not standardized. Those are the jobs that have left CIOs screaming for storage-management software. They also require vendors to openly exchange the internal application program interfaces (APIs) of their storage devices.

"This is the part we all did in our own ways," says Mark Lewis, vice president and general manager for Compaq's enterprise storage group. "It would be nice if we all configured our arrays exactly the same. Maybe next year the roads will converge. But right now, they're not."

That's why companies including EMC and TrueSAN are out to build a software technology to serve as the main translator for all the different APIs that understand each device's internal micro code. EMC has its AutoIS software initiative, announced late last year, while TrueSAN has Cloudbreak.

Both companies are working to get hardware competitors to relinquish their device APIs. Each, however, has plans to use them differently.

EMC wants to use the APIs to create a middleware layer called WideSky, which will sit between the applications and storage devices. The Hopkinton, Mass.-based company has a history of proprietary hardware and software. But the recent slowdown in hardware spending has forced EMC to look for new ways to make money.

More emphasis on open software is the path it has chosen: Last year, the company spent 75 percent of its $900 million in research and development money on software. It expects to do the same this year, according to Don Swatik, vice president of EMC's alliances and information sciences.

But to be successful, EMC and other storage vendors will have to cooperate on a level they are not used to. To build WideSky, EMC has had to extend an olive branch to competitors to develop this hardware-agnostic management piece. Once complete, EMC executives say WideSky will be available to customers for free.

"We are willing to take the first step, and we will go a little more than halfway in the spirit of getting this moving," Swatik says.

EMC has succeeded in at least one API cross-license deal. Last year, Compaq agreed to cross-license the API that manages and monitors the health of its storage arrays. But some are skeptical of EMC's motive in creating a middleware layer that will work as the main translator between applications and the devices. Those skeptics want the nonprofit Storage Networking Industry Association to develop its standard,called Common Information Model,to ensure storage management is open, much like the scenario when Sun Microsystems developed NFS and gave it away free to help grow the Unix market.

"[EMC] wants everyone to sign up for WideSky, which means you write to its middleware and not write to any given API. By writing to its middleware, that essentially puts EMC in control," Compaq's Lewis says. "It's like someone saying, 'Everyone learn how to speak Spanish, and we will do the translation.' There is no way I'm going to have somebody in control of our destiny because, at the end of the day, [EMC] will be back to its proprietary scheme. That is why we didn't sign up for WideSky, but we did a cross-license of its APIs."

Companies like Compaq and EMC don't need to count on each other's generosity to develop an open-software management suite. They can use the Simple Network Management Protocol interfaces, which is the standard networking language. They also can use Telnet and Common Line interfaces. But that would take substantial engineering resources to accomplish what can be done more easily in other ways.

"[EMC] has a record of reverse engineering," TrueSAN's Isakovich says. "And they have the engineering staff to pull this off, [but] it is a significant engineering investment. APIs are the preferred way. The problem is, EMC has such a history of proprietary products. I think many in the industry find it tough to swallow that this company has done a 180."

Creating the Universal API

All of that is why companies, including TrueSAN, BakBone Software and CA, argue that storage-management software should be in the hands of independent software companies.

"We think we can get the APIs faster," Isakovich says. "An ISV with no ax to grind can get APIs a lot more quickly."

TrueSAN wants to create what Isakovich calls "the universal API" through its Cloudbreak OS. This piece of software would combine virtualization, network and device management, storage-resource management and business continuance in a single integrated platform. Last month, the company announced an alliance with Brocade Communications, the market leader in Fibre Channel switches. This means TrueSAN gets access to Brocade's APIs. More recently, TrueSAN announced it has entered an agreement with Hitachi Data Systems to get access to the APIs for its Lightning and Thunder disk arrays.

Beyond Backup

No doubt, there is money to be made in management software. According to IDC, EMC made $1.5 billion in revenue in 2000, while CA made $1.4 billion and Veritas Software made $850 million. The products that go beyond traditional backup and archiving are out there: virtualization, storage-resource management (SRM), replication, mirroring and device discovery. But most are point solutions that aren't integrated into one platform.

"You see a lot of niches," Johnson says. "Some players use virtualization, some use SRM and some have frameworks, like HP OpenView and CA Unicenter. But there is nothing really tying it all together under one umbrella."

IT managers who have invested time and money to centralize their storage now need storage vendors to deliver a centralized storage-management platform,one that offers a single window for every vendor's software and hardware pieces.

If only storage vendors would cooperate with each other. But that has not been one of the storage industry's strong points: "Sometimes, our vision of cooperating is like having 10 wives and saying it's OK," Isakovich says. n