To: Night Writer who wrote (96547 ) 3/26/2002 4:06:08 PM From: Elwood P. Dowd Read Replies (1) | Respond to of 97611 Merger comments by: thenoblelie 03/26/02 03:56 pm Msg: 278963 of 278964 DJN =DJ Compaq CEO Concerned Over H-P Proxy Fight's Effect >CPQ Symbol: CPQ HWP Industry: CPM CPR PRF XDJI XISL XSTX Subject: DJN DJWI CAC CNF CNW DJRT DJS DJSS PRX SNEW TNM WEI Market Sector: NND TEC Geographic Region: CA NME PRM TX US USS USW By Lynn Cowan Of DOW JONES NEWSWIRES WASHINGTON (Dow Jones)--The chief executive of Compaq Computer Corp. (CPQ) told a group of institutional investors Tuesday that he is very concerned about the effect of merger partner Hewlett-Packard Co.'s (HWP) proxy fight with a dissident shareholder. CEO Michael Capellas listed the proxy fight with Walter Hewlett as one of the top three things he loses sleep over. The other two, which he outlined during a speech here at the Council of Institutional Investors' semiannual meeting, are the state of the general economy and the cynicism that he feels is directed toward major institutions. "I'm worried about getting the whole organization working as a team," said Capellas, referring to the planned merger of H-P and Compaq. "It's hard after any merger, but it's even more difficult following a difficult proxy fight." Capellas' comments about H-P's proxy battle contrast with remarks Monday by Walter Hewlett in front of the same audience, primarily pension fund managers. Hewlett, who opposes the merger, told the group that he hoped investors and directors would continue to fight for changes at U.S. companies. The outcome of the contest is still unknown; although H-P has declared victory, the final tally won't be available for weeks. Capellas, who agreed to speak before the group at the last minute after H-P Chief Executive Carly Fiorina backed out, avoided directly answering several audience questions. When asked whether he would support the nomination of Walter Hewlett to a combined H-P-Compaq board, he said he would go along with whatever decision H-P made. Ted White, the director of corporate governance for the California Public Employees' Retirement System, asked whether Capellas would support indexing employee options to a comparative peer group. Capellas said there needs to be some general change in the way options are managed in the U.S., but didn't elaborate. "There's no simple short-term bullet," he said. -By Lynn Cowan, Dow Jones Newswires; 202-628-9783 (END) DOW JONES NEWS 03-26-02 02:56 PM End of News