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

To: PCSS who wrote (96450)	3/21/2002 4:35:29 PM
From: Elwood P. Dowd	Read Replies (1) \| Respond to of 97611

Fight comes down to single shareholder SOURCE: SWITCH FAVORS HP By Tracy Seipel Mercury News The vote over Hewlett-Packard's merger with Compaq was so close that both sides fought until the end for a major shareholder -- a battle HP won Tuesday morning. Sources familiar with the proxy fight said Deutsche Asset Management, a New York investment banking firm, changed its vote during the 8 a.m. meeting. Deutsche already had voted its shares against the merger, sources said. But Tuesday morning, before the meeting attended by about 2,000 shareholders at the Flint Center, HP contacted Deutsche to try and change its mind. So as HP Chief Executive Carly Fiorina confronted a vocal crowd in the shareholder meeting, her proxy solicitors were upstairs urgently faxing and calling key shareholders. They were hunting for votes, and the fates of Fiorina and HP-Compaq deal were on the line. HP sources said the CEO took the stage knowing she was ahead, but one big vote in particular was holding up the chances of a more comfortable lead. Walter Hewlett's camp got word of the Deutsche talks early Tuesday, sources said, and tried to convince the bank to ``stick to its guns.'' Hewlett's camp reiterated its belief that the proposed deal was not sensible, sources said. But Deutsche apparently was willing to reconsider its earlier vote. HP sources said that before Fiorina took the stage, she and Chief Financial Officer Bob Wayman pressed the firm to support the deal. Their arguments paid off. Deutsche Bank declined to comment on its vote. Sources say they believe Fiorina kept the meeting going until she got word that the Deutsche votes had finally arrived. The HP source said there was no filibustering involved. ``The credit goes to Carly and Bob,'' said a source close to HP, who said the Deutsche vote was not confirmed until the end of the meeting, because of complications with the East Coast firm that collects the votes of shares held by institutions and transfers them. The source said Deutsche voted 17 million shares, but other sources say the investment bank had originally voted 30 million shares against the deal, then gave half back to HP on Tuesday -- around 15 million shares. The HP source vehemently disagreed, saying the Palo Alto-based company got precisely 17 million of the firm's shares. While no one could say why Deutsche had changed its mind, some speculated it might be connected to a line of credit that HP established last week -- with the investment banking help of Deutsche. HP declined to comment. Neither Hewlett-Packard nor dissident director Hewlett would disclose the preliminary vote totals. But Hewlett's camp said the margin is only 0.5 percent, or about 10 million votes. HP officials say the margin is higher. Meanwhile, sources said the vote among individual investors was split fairly evenly between HP and Hewlett, and the rest of the employee vote is unknown. On Monday, Hewlett's camp announced that HP employees voted stock they own in their retirement plans against the merger by a 2-to-1 ratio. Hewlett spokeswoman Joele Frank said that employees overwhelmingly voted against the deal with shares held in their 401(k) plans, with 16.7 million shares opposed, compared with 8.6 million in favor. HP spokeswoman Judy Radlinsky on Monday said Hewlett's employee vote count was ``speculation.''

To: PCSS who wrote (96450)	3/21/2002 4:42:02 PM
From: Elwood P. Dowd	Respond to of 97611

Michael: Do you show that a 500k block @ 10.93 crossed at 4:15pm? El