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Technology Stocks : HWP -- Hewlett Packard -- Ignore unavailable to you. Want to Upgrade?

To: Dave B who wrote (4567)	4/24/2002 2:58:04 PM
From: Dave B	Read Replies (3) \| Respond to of 4722

Following Fiorina's contentious testimony Wednesday, H-P's chief financial officer, Robert Wayman, took the stand. Hewlett's attorney also peppered the 17-year H-P veteran executive about the internal memos from the months leading up to the vote. Wayman tried to downplay the memos' significance. Under direct testimony, Wayman said he believed Deutsche Bank's asset management arm was going to vote most of its 24 million H-P shares in favor of the merger. He added that he would not have hired Deutsche Bank investment bankers in February to assist H-P in its proxy battle if he had known otherwise. "From early September, I believed they would vote in favor" since the brokerage's research analyst, George Elling, was one of the deal's strongest proponents, Wayman told the crowded courtroom. "If I thought otherwise I probably would not have hired them for this task." When H-P hired Deutsche Bank's investment bankers to help sell the deal to shareholders, H-P agreed to pay $1 million up front and an additional $1 million bonus if the merger was successfully completed, Wayman testified. This agreement with Deutsche Bank was not disclosed to H-P's board of directors or shareholders. However, Wayman added that he didn't think the investment banking relationship would affect Deutsche Bank's vote in the proxy battle, since he assumed a "Chinese Wall" existed between the investment banking and asset management sides. The finance chief said he was "agitated" and "frustrated" when he learned the weekend before the March 19 shareholder vote that Deutsche Bank was planning to vote most of its shares against the deal. He requested, and received, a teleconference with Deutsche Bank officials the morning of the vote to present the merits of the deal. Wayman, like Fiorina who also participated in the call, said he is not sure which Deutsche Bank officials participated in the call. Hewlett's attorneys maintain that Deutsche Bank switched 17 million of its 24 million votes on the day of the vote in order to preserve or expand its commercial banking business with the computer company. The plaintiffs contend that Deutsche bank exposed itself to a conflict of interest by allowing representatives from both its investment banking and asset management arms to participate in the last-minute conference call. (MORE) DOW JONES NEWS 04-24-02