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March 1, 2002 3:10 PM PST

Weighty HP merger report out next week

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Fiorina: Pay no heed to Hewlett

February 27, 2002

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February 26, 2002
A firm that advises a number of Hewlett-Packard's large shareholders is set to release a report Tuesday that could be a deciding factor in the company's bid to acquire Compaq Computer.

Institutional Shareholder Services said Friday that it will release the report after the market closes Tuesday. In at least one case, ISS's recommendation will be binding, while for other large shareholders it will serve as a key factor as they get set to make their decision.

The $21 billion merger has been fiercely contested by members of the Hewlett and Packard families. Most recently, Walter Hewlett, who is a company director, released minutes from a board meeting to back up his claims that HP Chief Executive Carly Fiorina and Compaq Chief Executive Michael Capellas could get as much as $115 million total from a proposed compensation package if the deal goes through.

HP's largest shareholder is the David and Lucile Packard Foundation, which has said it will vote against the deal, as have other groups representing the founders' heirs. About 20 percent of HP's institutional shareholders are said to be ISS customers.

Fiorina, meanwhile, has been busy this week trying to sell the deal to Wall Street analysts.

Both CEOs also have been wooing institutional shareholders, including ISS, for some time. In late January, Capellas suggested that his company's largest shareholder, Putnam Investment Management, was set to back the deal.

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