Dissident HP director reassures managers

If Compaq merger fails, CEO's the only one who would lose job, he says

March 13, 2002|By BLOOMBERG NEWS

PALO ALTO, Calif. - Hewlett-Packard Co.'s management team will keep their jobs, except for Chairman and Chief Executive Carleton S. "Carly" Fiorina, if the $22.2 billion acquisition of Compaq Computer Corp. isn't approved, dissident director Walter B. Hewlett said yesterday.

"All of the senior team will stay; they are all valuable," Hewlett said during a conference call with investors and analysts. "If the merger is defeated, I don't think [Fiorina] will have the credibility to lead this company."

Some investors are worried that defeat of the acquisition, scheduled for a shareholders vote Tuesday, will result in senior executives and board directors leaving the world's second-largest computer maker.

Hewlett-Packard said in a press release yesterday that Hewlett lacks the authority to give assurances that board members or managers would retain their positions if the deal falls through.

Hewlett, son of a co-founder of the company and leader of the proxy battle against the merger, said senior management is just following Fiorina's wish by supporting the acquisition. He said a replacement for Fiorina could be found within three to four months.

"This time around, we don't want someone learning on the job," he said.

Hewlett-Packard directors Philip M. Condit, chief executive officer of Boeing Co., and Samuel L. Ginn, a former Vodafone Airtouch PLC chairman and CEO, said Monday that they haven't decided whether to stay on the company's board if investors vote down the Compaq purchase.

Hewlett said the board of directors "will act responsibly. ... The merger will be infinitely more disruptive than a simple change of a CEO."

HP's shares fell 42 cents to $20.56 yesterday. Compaq's shares lost 15 cents to $11.12.

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