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


To: PCSS who wrote (96201)3/18/2002 3:59:16 PM
From: John F.  Read Replies (1) | Respond to of 97611
 
Walter Hewlett 2/13 Statement on Earnings worth a 2nd read ..

Message 17058021



To: PCSS who wrote (96201)3/18/2002 4:17:05 PM
From: Captain Jack  Respond to of 97611
 
Mar 18, 2002 (The Boston Globe - Knight Ridder/Tribune Business News via
COMTEX) -- The proxy war over the proposed $22 billion merger of Hewlett-Packard
Co. and Compaq Computer Corp. reaches its climax this week. Shareholders of the
two companies finally vote on the deal -- HP investors tomorrow and Compaq
shareholders on Wednesday.

Despite the opposition of the Hewlett and Packard families, and a relentless
anti-merger campaign by dissident HP director Walter Hewlett, son of the
company's cofounder, industry watchers think that momentum has shifted in favor
of the deal going through.

"I think it's still too close to call," said Linda Varoli, analyst with New
York's Merger Insight. But "I'd say they were going to make it."

The proxy votes of big institutional shareholders will settle the matter, and
computer industry analyst Roger Kay of IDC Corp. figures these institutions will
play along with HP and Compaq management. "I'm betting that it's going to go
through, because of institutional conservatism," Kay said.

HP chief Carly Fiorina's aggressive efforts to sell the deal may have brought it
back from the brink of disaster. Kay, who opposes the merger, nevertheless
praised the skill with which Fiorina painted Hewlett as an ignorant dabbler with
no plan of his own to save HP. He says Hewlett played into Fiorina's hands by
not putting forward an alternative plan for HP until late February.

"I don't think Walter Hewlett has been a particularly good spokesman for the
opposition," said Kay. "He hasn't really been a corporate player."

Besides, a vote against the deal will likely cause the departure of Fiorina and
other top executives. Kay said that institutional investors, who favor
management stability, are put off by this prospect and will back the merger in
order to prevent it.

Still, neither Varoli nor Kay expressed much fondness for the merger plan. "It
would be surprising for this to work out," Kay said. Even though there are
potential cost savings to be had by merging two of the world's largest computer
makers, there are still the complexities of joining two large companies into
one.

"The problem is that large mergers of different cultures tend to bog down," Kay
said.

But victory for the pro-merger forces is hardly a sure thing. A number of major
institutional investors have declared themselves opposed to the deal.

Last week, the Public Employees Retirement System of Ohio, the New York State
Common Retirement System Fund and the California State Teachers' Retirement
System stated their opposition to the deal, while Banc One Investment Advisors,
Putnam Investments, and chipmaker Intel Corp. have come out in support of the
merger.

According to figures from Bloomberg News, about 22 percent of HP shares are on
record against the merger, with about 9 percent in favor. (About 18 percent of
the opposing shares are held by Hewlett or Packard family members or
foundations.) Still, individual investors, and a number of major shareholders
have yet to cast their votes.

"As I continue to meet with large investors, I do think we have pretty good
momentum," Compaq CEO Michael Capellas said during a visit to Boston this week.

Shareholders of Hewlett-Packard will meet in Cupertino, Calif., tomorrow to cast
their votes and count up the proxies; Compaq will vote in Houston on Wednesday.



To: PCSS who wrote (96201)3/18/2002 4:19:54 PM
From: Captain Jack  Read Replies (1) | Respond to of 97611
 
Michael--- Call WW,,,,,,,,,, by the sounds of this he will come and meet with you,, or anyone with more than 10 shares...
(REUTERS) Opponents scramble day before HP vote on Compaq
Opponents scramble day before HP vote on Compaq

By Peter Henderson
SAN FRANCISCO, March 18 (Reuters) - With the fate of the
world's largest computer industry merger too close to call,
Hewlett-Packard Co. <HWP.N> management and opponents of the
plan to buy Compaq Computer Corp. <CPQ.N> scrambled to sway
undecided investors on Monday, the last day before HP
shareholders vote on the deal.
Sources on both sides said the vote on the $21 billion deal
remained very close, with the retail investor vote split about
down the middle and the institutional vote hinging on a few of
HP's largest shareholders who have yet to vote.
One of the last minute voters, State Street Global
Advisors, had cast its ballot, said the chairman of the
Boston-based firm's investment committee, John Serhant.
"We listened to both sides up until the very end. I spoke
to the principals on both sides this morning. We cast our vote
about noon," he said. The company will vote the vast majority
of the 2.4 percent of HP stock it holds for clients.
But Serhant declined to say which way he had gone. "I am
not sufficiently confident that I want to lead the pack. I hope
I'm on the right side," he said. "We all believe it is going to
be close."
About 22 percent of votes, including an 18 percent block of
shares owned by HP founding family members, are committed
against the deal, while HP has about 9 percent, with the
promise of another 10 percent or so bound to follow the
pro-merger advice of analyst Institutional Investor Services.

JET WAITING
A private jet is standing by ready to ferry Walter Hewlett
to any last-minute pitches that could swing a major investor
onto his team.
He argues the merger would turn HP into the No. 1 seller of
low-tech personal computers rather than enhance its high-end
computing and printer businesses, and HP would lose ground
against rivals while trying to integrate 150,000 employees.
"If he needs to go meet with somebody, then he will," said
spokesman Todd Glass. "If they are still undecided, then there
are still questions we can answer."
Carly Fiorina, HP's Chief Executive who has tied her own
fate to the deal with a nasty fight against Hewlett and no
question of backing down, scheduled calls to investors around
meetings on how to carry off the integration if shareholders
approve on Tuesday the deal she says would make HP a technology
powerhouse able to serve customers' every need.
"We're feeling good and looking forward to a favorable
outcome," said HP spokeswoman Rebeca Robboy, repeating HP's
claim that a majority of the 20 largest institutional investors
supported management's argument that the deal was necessary as
the technology industry consolidated and customers turned to
vendors that could satisfy almost every need.
HP shares were up more than 3 percent, rising 65 cents to
$19.70 while Compaq shares were steady at $10.34, an indication
the market was losing faith that the merger would happen, since
Compaq share's were not rising in sync.
Compaq is trading at a 21 percent discount to the price
implied by the merger terms, less than the 26 percent discount
earlier this month but wider than Friday's 17 percent. Deals
viewed as definite typically trade in the 8 percent to 10
percent range.

BOTH SIDES CONFIDENT
Each side could give an unofficial vote tally after the
meeting on Tuesday morning, but the official vote count of
ballots from as many as 900,000 shareholders will not emerge
for days or weeks.
Sources close to HP believed over the weekend that State
Street, for instance, would vote for the deal, but a source on
Walter Hewlett's team said the fund had bailed on HP.
"You've got Capital Research, State Street and State Farm,
and you don't know how they're going to vote and those are the
keys," said Andrew Whittaker, head of arbitrage research at
Lehman Brothers, referring to three big funds. He saw a 55
percent chance the deal would be approved.
State Street's Serhant said he had not revealed his
intention, not flip-flopped, and that either side could have
read a bit too much into his close attention. "They may have
mistaken a sincere interest with a direction," he said.
(Additional reporting by Caroline Humer and Tom Johnson in
New York)
((Peter Henderson, San Francisco Bureau 415 677-2578
peter.henderson@reuters.com))

REUTERS
*** end of story ***



To: PCSS who wrote (96201)3/18/2002 4:23:01 PM
From: Night Writer  Read Replies (1) | Respond to of 97611
 
Today two large trades stuck out like a sore thumb. At about 10:40 one million shares of CPQ and 632,500 shares of HWP. The same trades were repeated at about 11:08.

It is either Arb activity, or a large HWP holder trading some HWP for CPQ.
NW