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To: Lynn who wrote (96695)	4/1/2002 9:57:38 AM
From: The Duke of URL©	Read Replies (1) \| Respond to of 97611

A very cursory review indicates that there are 9 members of the board of directors of HWP (source: Hoover's). After the merger, Walter's shares will equal 3.6% of the newly issued shares. He now has ~5.5% and after the merger he will have ~3.6% of the votes, the Packard Foundation now has ~11% and after will have ~7.2%. The way I calculate this, Walter is four votes short (even with both camps) to vote himself on the board. According to my rough caluculation of the "cumulative" votes needed, he would need 11.11%, he would have at the most, 10.8%. The Delaware court will not rule for a new vote based on the allegations of Walter's complaint. Somebody seems to have thought this through very carefully. I would assume the court will deny walter's preliminary injunction this week. That should be the "beginging of the end" and start to lead to some finality in this matter.