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

To: Captain Jack who wrote (97442)	4/29/2002 8:14:40 PM
From: Lynn	Read Replies (2) \| Respond to of 97611

Hewlett Lawyers Reveal More Details By BRIAN BERGSTEIN AP Business Writer Hewlett Lawyers Reveal More Details Behind Their Claim That HP Execs Misled Shaholders SAN JOSE, Calif. (AP) -- Attorneys for Hewlett-Packard Co. heir Walter Hewlett offered new details Monday behind their claims that HP executives misled shareholders about the progress of the Compaq Computer Corp. (NYSE:CPQ - news) acquisition and bullied Deutsche Bank into voting for the deal. In a brief filed with a Delaware judge Friday and released Monday after HP deleted sensitive internal information, Hewlett's attorneys contended that CEO Carly Fiorina and chief financial officer Robert Wayman failed to back up their claim that Hewlett had taken pessimistic internal documents out of context. "Where are the documents confirming the Fiorina/Wayman scenario?" Hewlett's lawyers wrote. "Plaintiffs put into evidence the internal reports and e-mails showing distress among management. Where are the contrary reports and e-mails?" The brief was the equivalent of closing arguments after a three-day trial that ended Thursday in Chancery Court in Wilmington, Del. Hewlett sued HP in hopes of overturning a shareholder vote that gave HP a narrow margin of support for the Compaq deal. In HP's closing argument, released Saturday, its lawyers urged Hewlett to give up, contending that he had presented circumstantial evidence "with the subtlety and intrigue of an Oliver Stone screenplay." Hewlett contends that HP got Deutsche Bank investment managers, who originally voted to reject the deal, to switch their decision at the last minute by threatening to take future investment banking business elsewhere. At trial, Hewlett lawyers cited recordings of conversations by Fiorina and Deutsche Bank representatives that referred to the companies' deep relationship. In their new filing, Hewlett's lawyers revealed that in one recorded call, Dean Barr, Deutsche Bank Asset Management's chief investment officer, told people who controlled the decision on the HP-Compaq vote: "... as fast as humanly possible, get this vote changed." The transcript notes that people could be heard laughing when Barr said a decision on how to vote had been reached "after careful consideration." Hewlett's attorneys added that HP's proxy solicitor, Alan Miller, had noted on a chart that the company had a "carrot of future business" that could be used to persuade Deutsche Bank to support the deal. In opening statements at trial, Hewlett attorney Stephen Neal said Miller had written HP had "a carrot," but did not use the full phrase, which would appear to more directly support Hewlett's allegation. A Hewlett spokesman declined to comment. Hewlett's attorneys also claimed Deutsche Bank may have switched as many as 24 million shares, instead of 17 million previously alleged, in favor of the Compaq deal. That number is important because Hewlett is asking Judge William B. Chandler III to overturn Deutsche Bank's votes and possibly transfer them to the "no" category. A preliminary tally released two weeks ago showed that HP won the shareholder vote by 45 million shares, or 51.4 percent to 48.6 percent. "The stockholder vote on the merger was neither free nor fair," Hewlett's attorneys wrote. "The vote was tainted by material misrepresentations and omissions as well as a misuse of corporate patronage and should be set aside by this court." Judge Chandler said Thursday he would rule quickly. If he lets the $18.2 billion deal stand, HP and Compaq hope to officially launch their merged company May 7. HP shares rose 1 cent to $16.97 in trading Monday on the New York Stock Exchange, where Compaq shares rose 15 cents, or 1.5 percent, to $10.30. biz.yahoo.com

To: Captain Jack who wrote (97442)	4/29/2002 8:19:34 PM
From: Lynn	Respond to of 97611

No Ruling on HP Merger at Delaware Court Monday WILMINGTON, Del (Reuters) - The Delaware business court judge deciding the fate of Hewlett-Packard Co.'s (NYSE:HWP - news) planned $18 billion takeover of Compaq Computer Corp. (NYSE:CPQ - news) did not file a ruling on Monday, a court official said. Representatives of Hewlett-Packard and Walter Hewlett, the founding family scion who sued to overturn what he calls a tainted shareholder vote on the deal, both said they were not aware of a decision. Analysts and investors expected a ruling in the closely watched case Monday or Tuesday. The registry official at the Delaware Chancery Court said Judge William Chandler, who presided over a three-day trial last week and received closing briefs late on Friday, had not given the office his decision by the end of the business day. Hewlett's team released its closing trial brief late on Monday, telling Chandler that HP Chief Executive Carly Fiorina and her team had left a trail of "small details" that showed "clear -- and devastating -- patterns". "The vote was tainted by material misrepresentations and omissions as well as a misuse of corporate patronage and should be set aside by this Court," lawyers wrote, alleging that HP had covered up information that merger planning was behind schedule and had "bought or coerced" votes from shareholder Deutsche Bank Asset Management. HP in its final brief argued that internal projections quoted by Hewlett's team were not comparable with official forecasts and asked Chandler to clear Fiorina's name and "force Walter Hewlett and his team to face reality. They lost." Chandler could throw out the vote, as Hewlett requested, dismiss Hewlett's challenge or throw out 17 million contested ballots which Hewlett alleges Deutsche Bank Asset Management cast in favor of the merger under pressure from HP management. Throwing out the Deutsche ballots might not change the outcome of the vote, however, since HP claims a 45 million vote margin of victory in a preliminary tally by the independent company hired to make the count. Hewlett is examining that count. Shares of HP closed up a penny at $16.97, while Compaq rose about 1.5 percent, or 15 cents, to $10.30 on the New York Stock Exchange, reflecting expectations that the merger would close. Since merger plans were announced on Sept. 3, shares of HP have underperformed the computer hardware sector, dropping more than 26 percent, compared with a drop of about 16 percent each for International Business Machines Corp. (NYSE:IBM - news) and Compaq and a 5 percent drop for the American Stock Exchange Computer Hardware Index (^HWI - news). HP says it would be a stronger competitor to IBM and become a leader in a consolidating market for technology and related services through the merger. Hewlett argued HP would be dragged more deeply into the lower-margin personal computer business by acquiring No. 2 PC maker Compaq. biz.yahoo.com