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Mon, Mar 18, 2002 - Page 19 News List

Merger dispute gets personal at Hewlett-Packard

Walter Hewlett has made it known that he objects to the proposed acquisition and this has sparked a vituperative battle between him and the company's CEO, Carleton Fiorina


Over the last three months, the proxy contest at Hewlett-Packard has escalated into something personal. It is the level of personal acrimony, as well as the cost, that is making this proxy fight over the HP-Compaq merger unusual. Now, with just two days left to sway undecided investors, all pretense of civility has been cast aside. Carleton Fiorina, CEO of Hewlett-Packard, speaks during a news conference last September.


Shortly after Walter Hewlett declared in November that he would oppose Hewlett-Packard's planned purchase of Compaq Computer, he traveled to the East Coast. The fierce proxy battle to decide Hewlett-Packard's future was not yet under way, and Hewlett met privately with a few Wall Street investors and journalists to explain his stance. Hewlett made no disparaging remarks about Carleton Fiorina, the chief executive of HP and the leading proponent of the Compaq merger. He even suggested that it would be fine with him if she stayed on if the deal was rejected. His stand, Hewlett said, was one of principle, nothing personal.

A week later, in her office in Palo Alto, California, Fiorina took the same view. Citing support from the boards of both HP and Compaq, she said, "this isn't about me."

But in the three-month run-up to the shareholder vote on Tuesday, the proxy contest at Hewlett-Packard has indeed escalated into something personal, even vituperative. The level of personal acrimony, and the US$100 million-plus cost, is making this fight a proxy campaign like no other.

With just two days left for a final barrage of newspaper advertisements, mailings, faxes, telephone calls and face-to-face meetings intended to sway undecided investors, all pretense of civility has been cast aside.

"I don't believe Carly Fiorina will survive as chief executive if this transaction is turned down," Hewlett said last week. "This time we don't want someone learning on the job" -- an allusion to the fact that Fiorina had not been a chief executive before she came to Hewlett-Packard in 1999.

Proxy campaign

The charges and countercharges became more pointed and personal as the proxy campaign progressed. Among the most vivid: Hewlett-Packard dismissed Walter Hewlett as "a musician and an academic," questioning his credibility and suggesting he was motivated more by emotion than reason. And Walter Hewlett released boardroom documents intended to portray Fiorina as both greedy and duplicitous.

Both Fiorina and Hewlett, according to friends and colleagues, have been surprised and at times wounded by the personalization of the proxy fight. Yet their own tactics have largely dictated the character of the campaign.

The fight is about money, of course, and shareholder value. But the vote really hinges on two issues: whose vision of Hewlett-Packard's future is more convincing and who merits shareholders' trust.

The poll will also be a referendum on Fiorina's leadership. She arrived amid high expectations in July 1999, tapped by the board as a forceful, young outsider and given a mandate to revitalize Hewlett-Packard, a corporate icon in Silicon Valley that seemed to have become sluggish and insular. Fiorina had been a top executive at Lucent Technologies, the equipment-making unit spun off from AT&T, which was thriving at the time.

Taking over at Hewlett-Packard was going to be a daunting challenge. But Fiorina, who is 47, had risen far and fast. She described her career and her decision to go after the Hewlett-Packard job most eloquently at the Stanford University commencement last year.

In her address, Fiorina, a Stanford graduate, recalled that when she dropped out of law school, she began her career in business at a real estate firm, just across the street from Hewlett-Packard's headquarters. "I had a title," she said. "It was not VP. It was receptionist. I answered the phones. I typed. I filed." Yet even at that level, she found business satisfying. "I liked commerce -- the pace of it, the people of it, the pragmatic problem-solving of it."

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