HP Asks Judge to Dismiss Lawsuit
April 2, 2002

By THE ASSOCIATED PRESS

Filed at 2:34 p.m. ET

SAN JOSE, Calif. (AP) -- Hewlett-Packard Co. (news/quote)
has asked a judge to dismiss dissident board member Walter
Hewlett's lawsuit, which seeks to halt the company's
pending $19 billion merger with Compaq Computer Corp.
(news/quote) on grounds HP improperly enticed a big
investor to back the deal.

The motion, filed Monday in Delaware Chancery Court, argues
that even if Hewlett's charges were true, they would not
provide a basis for court intervention, said HP spokeswoman
Rebeca Robboy.

``This is the first step of what we have said would be a
very vigorous defense,'' she said Tuesday.

In the suit filed in Delaware last week, Hewlett alleges
the investment arm of Deutsche Bank (news/quote) switched
its vote at the last minute after HP threatened to take
away future business.

The son of co-founder William Hewlett also said HP misled
investors about the progress of plans to integrate with
Compaq, and that HP executives lied about their ability to
achieve the deal's financial targets without exceeding
their prediction of 15,000 job cuts.

The suit, which HP has called groundless, seeks to
invalidate last month's vote by HP shareholders and declare
the merger defeated or order a new election.

The official count is continuing in Delaware and could take
several more weeks to complete. But HP chief executive
Carly Fiorina declared victory by a small but sufficient
margin shortly after the March 19 vote. Hewlett has
described the results as too close to call.

A Hewlett spokesman did not immediately return phone calls
seeking comment on the motion to dismiss the suit.

On Monday, the company's board announced it was not
nominating Hewlett for re-election because he had stunned
executives with the suit as talks were continuing over his
role at the company.

Shares of Hewlett-Packard fell 32 cents at $17.58 in
afternoon trading on the New York Stock Exchange, while
shares of Compaq slipped 10 cents to $10.32.
------


On the Net:


HP: http://www.hp.com


Compaq:
http://www.compaq.com


Hewlett's opposition site: http://www.votenohpcompaq.com



http://www.nytimes.com/aponline/technology/AP-HP-Compaq-Merger.html?ex=1018777195&ei=1&en=00cc6f480af804b1



Copyright 2002 The New York Times Company

--------------------------------
Tom Brandt
Northtech Systems, Inc.
313 N. 1st Street
Ann Arbor, MI 48103
http://www.northtech.com/

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