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To: Elwood P. Dowd who wrote (97271)4/21/2002 4:41:41 PM
From: Jimbo Cobb  Respond to of 97611
 
PC Reviews.... geocities.com



To: Elwood P. Dowd who wrote (97271)4/21/2002 10:03:41 PM
From: PCSS  Read Replies (1) | Respond to of 97611
 
Court sees one conversation key in HP merger case

4/21/2002 8:30:27 PM

By Peter Henderson and Caroline Humer

SAN FRANCISCO/NEW YORK, April 21 (Reuters) - The fate of the biggest merger in the history of the technology industry may hang on a single conversation.

A straight-talking Delaware business judge will open a trial on Tuesday to determine whether Hewlett-Packard Co. (HWP) Chief Executive Carly Fiorina and her team bought votes from shareholder Deutsche Bank (804010) in a last-minute scramble to pass their $20 billion plan to acquire Compaq Computer Corp. (CPQ) .

Fiorina said she won fair and square in a shareholder vote on March 19, by 45 million of the 1.7 billion shares voted.

But Walter Hewlett, a dissident board member and founding family scion, launched a suit less than 10 days after the vote, alleging HP bought votes and lied about merger problems to dupe investors into approving the deal. He has warned the deal would make HP into a bloated personal computer maker rather than the high-margin powerhouse envisioned by management.

Whether Chancellor William Chandler III of the Delaware Chancery Court agrees is only half the issue. If he finds for Walter Hewlett, the judge must also decide whether to throw out some ballots, call a new vote, or choose another remedy. He is expected to make a decision in less than a week.

Walter Hewlett, who also plans to ask for a vote recount, has waged a five-month, increasingly bitter battle to stop the merger, engineered by Fiorina, a fierce competitor who is considered one of the most powerful woman in corporate America.

'I WOULD BE RUNNING SCARED'

Chandler has already identified one key to his decision -- why Deutsche Bank Asset Management switched sides and supported Fiorina after a call on the morning of the vote.

"I would be running scared if I were HP," said Samuel Thompson, a professor and the director at the Center for Study of Mergers and Acquisitions at the University of Miami School of Law. Thompson has studied Chandler's initial ruling, in which he agreed to try the case, over HP's objections.

Chandler wrote that Walter Hewlett will have a "significant burden" in proving Deutsche Bank was coerced by HP into voting 17 million shares for the merger. The three-day trial is expected by analysts to feature testimony by Fiorina and Deutsche Bank representatives.

Fiorina also told HP Chief Financial Officer Bob Wayman a few days before the March 19 shareholder vote that management might have to do something "extraordinary" to win Deutsche's support.

The voicemail of that conversation was leaked to the San Jose Mercury News and later confirmed by HP.

"Protection of unsuspecting shareholders who are at risk of being defrauded or disenfranchised should be the focus of the court, not whether the allegedly bad actors were contractually obligated to each other," Chandler wrote.

The stakes for witnesses rose last week, when federal prosecutors opened a criminal probe of the HP vote.

"The moment a U.S. attorney is introduced in the matter, people who otherwise are happy to testify get nervous," said John Coffee, a securities law professor at Columbia University's Law School, who has worked for HP.

Coffee suggested that Walter Hewlett also might choose to concentrate at trial on his second allegation -- that HP covered up reports that merger planning was not going well.

The preliminary tally by independent vote counters this week showed the merger passed by 45 million votes, or 2.8 percent of those cast, enough to win even if the Deutsche ballots were thrown out.

The planned merger has survived a number of setbacks, however, and any judgment against HP could be appealed to the Delaware Supreme Court.

Even so, the judge has a wide range of choices, said Charles Elson, director of the Center for Corporate Governance at the University of Delaware.

Since the shareholder rights movements blossomed in the 1990s, the chancery court is no longer considered management's best friend, he added.

"Traditionally it was argued it was a pro-management court. Today I think it's anybody's guess."



To: Elwood P. Dowd who wrote (97271)4/22/2002 7:04:14 AM
From: PCSS  Read Replies (1) | Respond to of 97611
 
Compaq Unveils Telco Real-Time Billing Breakthrough With ZLE-Enabled UshaComm Solution

4/22/2002 4:00:00 AM

Broadband Operators Can Bill for Data Services in Real Time, Improve Customer Service, Reduce Risks and Lower Costs

HOUSTON, Apr 22, 2002 /PRNewswire-FirstCall via COMTEX/ -- Compaq Computer Corporation (CPQ) announced today a significant breakthrough in the way telecommunications operators bill their broadband customers for all voice and data services. Compaq, working with Portland, Oregon-based Usha Communications (UshaComm), unveiled the telco industry's first next generation billing solution that provides true ZLE (Zero Latency Enterprise)-enabled real-time capability. To deliver this groundbreaking capability, Compaq has integrated its well-known ZLE technology with Unicorn, the leading-edge Business Support System (BSS) solution from UshaComm.

The new solution is designed to meet dramatically different billing requirements that operators must address as they deploy data services on their next generation networks, both wired and wireless. The traditional batch processing, and even recently-available "near real-time" billing, that has been sufficient for voice services won't work for operators who will be offering 2.5G/3G and other advanced Internet services.

The Compaq ZLE-enabled UshaComm billing solution, which is being demonstrated for the first time at Billing Systems 2002 in London, delivers key benefits for IP service providers and their customers.

In the new paradigm of communications services, subscribers must know in advance how much it will cost to download information to their access devices, including mobile phones, personal digital assistants (PDAs) or PC notebooks. At the same time, service providers must be able to bill, and in some cases, process payments from customers for that information as soon as it is downloaded. Operators, content providers, merchants, financial institutions, and consumers will need to complete numerous complex exchanges of data -- instantaneously.

Both the anticipated volume of data involved in these processes and the required velocity of these transactions will quickly overwhelm the processing abilities of current billing solutions. The Compaq ZLE-based solution will redefine "real time" in terms of sub-second response time, and simultaneously will deliver linear scalability to meet any processing load. Most importantly, this speed and scalability is offered in an ironclad NonStop fault tolerant environment where no data is lost and no transaction is incomplete.

David Bealby, vice president and general manager of Compaq's Telecom Division, said, "Amid the enthusiasm about new data services, we must remember that next generation BSS infrastructure, particularly billing, is absolutely necessary to ensure consumer acceptance -- and operator profitability. The ZLE-enabled UshaComm billing solution meets these emerging, data-oriented operator requirements, and is in every sense a harbinger of things to come." Bealby added, "UshaComm is the first to implement ZLE in billing, and has worked with Compaq to leverage the technology to create a truly next generation billing solution."

Jim Anthony, UshaComm executive vice president, said, "Emerging broadband networks will bring a tidal wave of usage related data -- possibly more than 50 times current levels. Equally daunting for service providers is that these huge volumes of data will have to be processed in real time." Anthony added, "This is why we've partnered with Compaq to incorporate its real-time, massively scalable ZLE technology into our multi-tier, rules-based BSS platform, Unicorn Release 5. We think this combination is the ideal solution for the next generation of broadband services."

UshaComm and Compaq's ZLE-enabled Billing Solution Delivers Key Benefits

The ZLE-enabled Unicorn Release 5 BSS platform will deliver other key benefits to broadband operators, in addition to instantaneous pricing and billing for data services:

It can improve customer service (and reduce churn) through a single, unified view of the customer. With a single, current up-to-the-second profile, the operator can provide highly personalized service to each customer, including a single integrated bill -- on the Web and viewable via the customer's handset or PC -- which shows a running total of the customer's usage of all services. This real-time approach helps customers stay within usage limits -- and reduces unpleasant billing surprises.

Such "threshold monitoring" also enables operators to reduce credit risks and revenue losses via real-time monitoring of customers' usage relative to their credit limits. If credit limits are approached, the operator can alert the customer, or take decisive action at the network level automatically.

Other capabilities that add business value for wireless operators: -- Value-chain rating of multi-vendor events and accurate restitution to merchants and content providers. -- Complex discounting across multiple communication services and intricate account hierarchies. -- Immediate usage and network event acquisition, enrichment, and distribution. -- Intelligent deployment and evaluation of marketing campaigns
Compaq ZLE Delivers Real-Time Capability Across Telco and Other Industries

A term originated by Gartner, ZLE describes an enterprise architecture in which information and transactions are propagated throughout the company -- in real time -- in order to create a single, integrated view of the business that is current up to the second. Gartner anticipates that most companies will need to implement some form of zero latency infrastructure in order to be competitive and profitable.(1) Compaq was the first to actually build and deploy ZLE-based solutions, in the telecommunications, retail and travel industries.

The Compaq ZLE engine features an integration services hub that links all key business applications and tightly couples them into a single operational data store (ODS), or transaction-oriented database. The result is that data can be propagated instantly and seamlessly to all applications in the enterprise and to an ODS where it is used to generate a single, convergent view of the customer that is always current up to the second.

The Compaq ZLE technology is based on the company's NonStop platform, including the NonStop server and the NonStop database.