HP/COMPAQ: Hewlett prepares for proxy fight

Stoking the flames in a mounting shareholders' battle to block the proposed merger between Hewlett-Packard Co. and Compaq Computer Corp., Walter B. Hewlett filed papers with the U.S. 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 (CPQ) share price has declined 17.8 percent, from US$12.35 to $10.15, and HP (HWP) 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 Inc. 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 with MacKenzie Partners in New York. "At this point its just preliminary."

The proxy statement's filing date hinges on when HP is going to hold its annual shareholders 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, oppose 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.

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