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Walter Hewlett Files Proxy Against Compaq Merger

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December 27, 2001    3:50 PM ET

Hewlett-Packard founding family member Walter Hewlett filed Thursday a preliminary proxy statement to solicit votes against the proposed$22.2 billion acquisition of Compaq Computer.

Hewlett, the son of HP co-founder Bill Hewlett and the family member who has been the most vocal in his opposition to CEO Carly Fiorina's merger plan, filed the statement with the Securities and Exchange Commission.

Hewlett-Packard has already filed its own preliminary proxy ahead of a shareholder meeting on the largest merger ever in the computer industry. Shareholders are expected to vote early next year, but not before late February.

Hewlett, in the widely expected filing, detailed his analysis that the merger would dilute the value of Hewlett-Packard's printing business while increasing the size of the barely profitable--or unprofitable--PC division.

Hewlett-Packard recently countered Hewlett's previous arguments in a document buttressing its case that the merger would build a services and high-end computing franchise large enough to offer major customers almost everything they need.

"It looks like we've got a real pissing match on our hands," says Charles Wolf, an analyst at Needham & Co.

Wolf says Hewlett's proxy was expected and underlined the degree to which he opposed the deal that pits management against the founders' children, who hold 18 percent of Hewlett-Packard's stock.

"From an amusement perspective, this is just terrific," he says.

Hewlett says MacKenzie Partners would solicit proxies on his behalf.

Shares of Hewlett-Packard eased a tick after the news, falling 0.48 percent, or 10 cents, to $20.80 in late-afternoon trading on the New York Stock Exchange. Compaq edged up 11 cents to $9.86, also on the NYSE.

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