HP, Hewlett make last-minute bids for support on Compaq vote

By Brian Bergstein The Associated Press
Tuesday March 19, 2002

CUPERTINO — The five-month fight over the computer industry’s biggest merger neared its conclusion Monday with Hewlett-Packard Co., Compaq Computer Corp. and dissident HP director Walter Hewlett making last-minute bids for investor support. 

HP’s shareholder vote last Tuesday shaped up as one of the closest corporate elections in history. HP and Hewlett both claimed to have momentum, but would not publicly predict victory. 

Like political candidates on election eve, Hewlett, HP chief Carly Fiorina and Compaq CEO Michael Capellas hit the phones to lobby big shareholders who might not have made up their minds. 

“This company has a lot of investors, and every one of them is going to count,” said Hewlett spokesman Todd Glass. 

HP believes buying Compaq, in a stock deal now worth $21 billion, would give it more complete technology packages for corporate customers, improve the economics of its struggling personal-computer division and squeeze out $2.5 billion in annual cost savings. 

Hewlett, son of one of HP’s late co-founders, says HP is overpaying for Compaq, would get bogged down selling low-margin PCs and services, and can’t afford to risk the complex integration of the companies’ massive organizations. 

The company and Hewlett have swamped HP’s 900,000 shareholders with letters, advertisements, telemarketers’ phone calls and multiple ballots, since investors can change their votes as many times as they want, with only the last one counting. 

Most investors have mailed their proxies, but at least 1,000 shareholders are expected to come to an auditorium in Cupertino to cast their votes in person today. 

Many Hewlett supporters have told his advisers they will wear green T-shirts in honor of the green proxy card they will cast against the deal. The company’s proxy cards are white. 

Fiorina will begin the meeting by declaring the polls open and making a presentation. Hewlett will get to speak next — though HP noted that it didn’t legally have to give Hewlett any time at all. Fiorina will take questions from the audience. The event could last a few hours. 

Afterward, HP or Hewlett will claim victory or say the race is too close to call. In either case, the results will not be official for weeks, because independent proxy counters painstakingly will have to verify each vote. Each side also can challenge whether the proper person signed a particular proxy form. 

While the shareholder meeting will provide some insight into what some individual owners of the company think of Fiorina’s and Hewlett’s ideas, the event’s significance is limited, said Charles Rutstein, an analyst at Forrester Research. 

“I think it’s symbolic, but nothing more,” he said. “The decisions are being made outside that room, not inside that room.” 

Indeed, many investors already have made their decisions — and an unusual amount of them have disclosed their positions. 

Including the Hewlett and Packard families and foundations, about 22 percent of HP stock has already come out against the acquisition. About 9 percent has said it is in favor. 

HP executives believe a “silent majority” of investors will approve the deal, but Hewlett’s camp also is encouraged by the number of no votes found in the proxies already mailed in. 

Rarely do proxy fights turn into such cliffhangers, said Charles Elson, director of the Center for Corporate Governance at the University of Delaware. 

“Usually you get a pretty good sense of how it’s going to go one or two days out. The fact that neither side is claiming victory shows that this ranks up there as one of the closer ones,” Elson said. “It’s going to go down to the wire.” 

No such mystery surrounds Compaq’s stockholder vote Wednesday in Houston. The deal is expected to be overwhelmingly approved there, largely because of the premium HP is paying for Compaq shares. 

Befitting the bruising nature of the proxy fight, the final day before the HP vote featured a squabble over each side’s public statements. 

Hewlett said HP insulted its individual shareholders when an undisclosed member of the company’s camp told a newspaper that HP was winning support from “elephants” — big investors — but was “getting eaten alive by the fleas.” Hewlett demanded an apology. HP denied the statement was made by anyone at the company. 

HP shares rose 20 cents, about 1 percent, to $19.25 Monday on the New York Stock Exchange, where Compaq gained 3 cents to $10.36. 

That widened the gap between Compaq’s price and what HP would pay for its shares — indicating an increase in Wall Street’s belief the deal will be rejected. 


On the Net: 

Pro-merger site: http://www.votethehpway.com 

Opposition site: http://www.votenohpcompaq.com