HP/COMPAQ - HP exec feels 'violated' by voice-mail leak

Hewlett-Packard Co. Chief Financial Officer Robert Wayman said he feels "personally violated" that a voice-mail message from company chairwoman and CEO Carly Fiorina was leaked to the press and he's insulted and infuriated by charges that HP management bought votes in a shareholder election.

Wayman's comments were made in an e-mail to employees that the company said it will file with the Securities and Exchange Commission. The e-mail was also sent to reporters by the company's public relations department.

HP spokeswoman Rebeca Robboy said internal HP security is working with "outside security consultants" to determine if any laws were broken in the leak of the voice mail. If so, the company will go to the appropriate authorities, she said.

The statement comes a day after a voice mail from Fiorina to Wayman was leaked to the San Jose Mercury News and later disseminated around the Web. In the voice mail, Fiorina says she's worried about the outcome of the shareholders' vote on HP's merger with Compaq Computer Corp.

Wayman said the leak of the voice mail "represents the unauthorized distribution of confidential company information.

"Not only do I feel personally violated, but it is illegal and damaging to the company and your fellow employees," Wayman wrote. "We are vigorously investigating this breach along with others that have occurred in recent weeks and we intend to prosecute these matters to the fullest extent of HP police and applicable law."

Wayman also addressed charges in a lawsuit brought by HP board member and merger opponent Walter Hewlett that HP's management coerced Frankfurt-based Deutsche Bank AG to switch 17 million votes it had originally cast against the merger. Hewlett's suit, filed last month in Delaware Chancery Court, charges that Deutsche Bank didn't make the switch until HP made it the co-arranger of a multibillion-dollar line of credit.

"Frankly, I find these allegations both insulting and infuriating," Wayman wrote. "Neither Carly nor I would ever act improperly in any business matter -- much less use business assets to secure votes."

In the voice mail, Fiorina is heard telling Wayman that she's worried that Deutsche Bank and Northern Trust will cast their final votes against the merger. She tells Wayman they must get on the phone on Monday morning and "do something extraordinary for those two" to ensure they vote for the merger.

HP yesterday said the voice mail doesn't point to any wrongdoing by Fiorina.

Wayman wrote that all that Fiorina's comments show is that HP's management was working hard up to the last minute to make sure the merger succeeded.

"We spent countless hours presenting the business value of our position up until every vote was cast, but we never, ever crossed any ethical or legal lines," Wayman wrote. "The only good news about participating in a trial is that the facts will come out, the truth will be heard and our honor will be restored."

Wayman then praised Fiorina for her tireless work and dedication to the company and ended the message saying he's convinced that HP has a great future and will be an industry leader.

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