To: Zeev Hed who wrote (41454 ) 3/17/2002 10:50:46 PM From: puborectalis Respond to of 99280 CPQ/HP deal:H-P's Plan to Acquire Compaq So Far Wins Support of 9% of Company Shares By: Mark Boslet and Josh Beckerman Dow Jones Newswires PALO ALTO , Calif. -- Hewlett-Packard Co .'s (HWP) planned $21 billion purchase of Compaq Computer (NYSE: CPQ - news) Corp. (CPQ) has so far won the support of about 9% of company shares ADVERTISEMENT while opponents have close to 23%. The updated totals in what is anticipated to be a tight proxy contest come as both camps issued press releases Sunday listing their supporters. H-P said 17 institutions have come out in support of the merger, including major holders such as Putnam Investment Management, Alliance Capital Management and Barclays (NYSE: BCS - news) Global Investors. Dissident H-P board member Walter Hewlett -- son of H-P co -founder William Hewlett -- reported that 20 institutions that have joined him in opposing the deal. Mr. Hewlett also has the support of the Hewlett and Packard family trusts and foundations, representing just over 18% of H-P stock. A shareholders meeting on the controversial merger plan is scheduled for Tuesday. In a prepared statement, the Hewlett camp said more than 45,000 individual shareholders who directly hold stock certificates have returned green proxy cards with votes against the combination. That represents slightly more than 55% of the 80,000 individual, or retail, shareholders who hold certificates. A spokesman for Mr. Hewlett said he didn't know whether the rest of these individual shareholders had voted for the deal or whether they had simply not voted. The 80,000 shareholders represent just 9% of H-P's 900,000 total shareholders and just 2.7% of its outstanding shares. H-P's institutional supporters of the merger also include Banc One Investment Advisors, Collins & Co ., Domini Social Investments, Federated Investors, Fremont Investment, General Motors Investment Management, Intel Corp. (NasdaqNM: INTC - news) , ITUG, Interex, L. Roy Papp Associates, Florida State Board of Administration, Pennsylvania Public School Employees Retirement System, State Teachers Retirement System of Ohio and the Wisconsin Investment Board. The institutions supporting Hewlett are Banc of America Capital Management, Brandes Investment Partners, The California Public Employees' Retirement System, The California State Teachers' Retirement System, Dreman Value Management, Fifth Third Asset Management, Loomis Sayles, Matrix Asset Advisors, The New York State Common Retirement System Fund, The New York State Teachers Retirement System, Northstar Asset Management, The Ohio Public Employees' Retirement System, The Ontario Teachers Pension Plan, Parnassus Investments, The Public Employees' Retirement Association of Colorado , Robert E. Torray & Co ., The State of Michigan Retirement Systems, Safeco Asset Management, Victory Capital Management and Wells Fargo (NYSE: WFC - news) . Mr. Hewlett's statement estimates that H-P has spent about $150 million in the proxy battle. Mr. Hewlett claims that "at least eight" mailings from H-P cost " an estimated $50 million" of that total. H-P spokeswoman Rebeca Robboy said Mr. Hewlett's estimate of the spending was incorrect and the actual total has been "substantially" less. She declined to provide a figure. She also called the estimate disingenuous since a lot of the money has been spent "setting the record straight and clarifying misinformation from Mr. Hewlett. Shareholders have Walter Hewlett to thank." -By Mark Boslet, Dow Jones Newswires, 650-496-1366; mark.boslet@dowjones.com