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

To: Night Writer who wrote (96827)	4/5/2002 9:50:04 AM
From: Elwood P. Dowd	Respond to of 97611

Hewlett's search a burden, HP says FIRM ASKS DELAWARE COURT TO LIMIT WALTER HEWLETT'S REQUEST FOR THOUSANDS OF DOCUMENTS RELATED TO COMPAQ DEAL By Therese Poletti Mercury News Dissident director Walter Hewlett is seeking copies of thousands of documents in his lawsuit to stop Hewlett-Packard's purchase of Compaq Computer -- a search that HP called ``wildly overbroad'' and ``oppressive'' in a filing Thursday. HP is asking the Delaware court hearing the case to limit Hewlett's request for documents from HP and from Deutsche Bank, a large HP shareholder whose votes are an issue in the case. ``The request is grossly overbroad, seeking a vast array of documents, reaching to every level of the HP organization,'' HP wrote in the filing. ``The request seeks literally every scrap of paper relating to the proposed integration of HP and Compaq.'' HP also said Hewlett's request for financial information was also ``unduly burdensome,'' especially considering that the parties may proceed to trial in just three weeks. HP filed its formal proxy statement Thursday for its April 26 annual meeting, where shareholders will be asked to re-elect all of HP's board members -- except Hewlett. HP's other board members decided Sunday to remove Hewlett's name from the list of nominees. Court documents released Thursday suggest Hewlett is leaving no stone unturned in his quest for information related to irregularities in the proxy contest over the merger. The documents show that Hewlett has subpoenaed Compaq; the two proxy solicitors who worked for HP on the deal, Georgeson Shareholder Communications and Innisfree M&A; and Institutional Shareholder Services, an influential proxy adviser to many big shareholders. Hewlett claims ISS decided to recommend the deal to its clients in part based on HP's misleading reports on the progress of the integration. About 23 percent of HP's shareholders receive guidance from ISS. Earlier this week, documents show that Hewlett also subpoenaed Deutsche Bank and two key advisers to HP, investment bankers Goldman Sachs and consulting firm McKinsey & Co. Last week, Hewlett filed his lawsuit against HP in the Delaware Chancery Court, contending that the company used coercion to buy votes from one of its big institutional shareholders, Deutsche Bank. Hewlett contends that Deutsche Bank decided to vote 17 million of its total 25 million shares in favor of the deal after HP strong-armed the investment bank, threatening to cut off future business dealings. Those shares, Hewlett contends, gave HP the margin of votes to win shareholder approval for its proposed $18.4 billion deal to buy Compaq Computer. A final certification has yet to be completed on the merger vote, which took place March 19, but HP has claimed that it holds a ``slim but sufficient'' margin of victory. Hewlett also contends that the company made false and misleading statements to investors on its integration planning of the merger. As part of his lawsuit, Hewlett has filed subpoenas seeking ``notes and minutes of the HP/Compaq integration team,'' and ``forecasts, projections, analyses, budgets, summaries, discussions, or communications related to . . . the proposed merger.'' Chancellor William Chandler of the Delaware Chancery Court has set aside three days for a trial, beginning April 23. Early Sunday morning, all the parties involved will meet in court for the first time, so Chandler can hear arguments on HP's motion to dismiss the case. Attorneys involved in the case said they do not know if the judge will rule on that motion immediately Sunday. more cont. at link bayarea.com