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http://www.infoworld.com/articles/hn/xml/01/12/05/011205hnhewlett.xml
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Hewlett prepares for proxy fight</A>
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Hewlett prepares for proxy fight

By Matt Berger
December 5, 2001 12:42 pm PT


STOKING THE FLAMES in a mounting shareholder battle to block the proposed
merger between Hewlett-Packard and Compaq Computer, Walter B. Hewlett filed
papers with the Securities and Exchange Commission Wednesday highlighting the
poor financial performance of the two companies since the merger was first
announced.

In the three months following Aug. 31, the last trading day prior to the
merger announcement, Compaq's share price has declined 17.8 percent from
$12.35 to $10.15, and HP has seen its stock price fall 5.3 percent from
$23.21 to $21.99, the filing said. The combined market value of the companies
has been slashed by $6.2 billion.

Meanwhile, analyst consensus estimates for earnings-per-share at both
companies for the 2002 and 2003 fiscal years have declined significantly,
Hewlett noted in his filing. Compared to forecasts prior to Aug. 31, analysts
lowered their earnings-per-share estimates for Compaq by 77.3 percent for
fiscal 2002 and by 60.2 percent for fiscal 2003. For HP, analysts lowered
estimates 17.1 percent for fiscal 2002 and 20 percent for fiscal 2003.

Hewlett, son of HP co-founder William Hewlett, is a board member at HP and
has opposed the planned merger, once valued at nearly $25 billion. He hired
proxy solicitation advisors MacKenzie Partners in November to aid in his
opposition.

"Mr. Hewlett has been making his case to a number of Hewlett-Packard
shareholders that the merger does not make sense," said Charlie Koons,
assistant vice president of MacKenzie Partners in New York. "At this point
it's just preliminary."

The proxy statement's filing date hinges on when HP is going to hold its
annual shareholder meeting. The meeting is likely to be at the end of
February, Koons said. HP hasn't yet set a date for the meeting.

Hewlett -- along with his two siblings, Eleanor Hewlett Gimon and Mary
Hewlett Jaffe, and The William R. Hewlett Revocable Trust -- opposes the
merger. So does David Packard, the son of company co-founder David Packard.
Walter Hewlett is the only party named in the latest SEC filings.


Matt Berger is a San Francisco-based correspondent for the IDG News Service,
an InfoWorld affiliate.




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