I don't want to put Ms. Fiorina in the same category but
this all sounds like Kenneth Laye and Enron.
I didn't know,....
I didn't do....
it was not meant ......
I never thought.....

Where is the "I say what I mean and how I mean it"?
Where is the "This I said and I am responsible for the result"?
Why is everybody afraid of critical unpleasent questions?
Why does hardly anybody ask this questions?

In San Jose I asked an American why nobody "boohed" or asked WP a question
and the answer was "We don't do this".

Why not anymore?

The last few month since I am in the States I got lied to by
representatives(Customer support) of Bank of America, AT&T.
No supervisor to be reached for questioning.

Is this the new corporate world?


On Fri, 26 Apr 2002 09:06:49 -0700, Tracy Pierce <[log in to unmask]>
wrote:

>>Ms. Fiorina said that speaking of an "ongoing relationship"
>>was a phrase she routinely used in speaking to investment
>>bankers.
>>
>>When asked whether she intended to link the Deutsche Bank
>>vote to conducting business with Hewlett-Packard in the
>>future, Ms. Fiorina replied: "Absolutely not. And I don't
>>think it was interpreted that way."
>
>OK, 'it's very important to our ongoing relationship that you vote as I
>direct' is not a veiled threat.  What DOES it mean then?  I sure hope the
>friendly lawyer gets a chance to ask, as I've been wondering for quite a
>while what many of Carly's 'routine phrases' mean; this one I understood,
>but incorrectly?
>
>While I'm at this, what's the point of
>"the ceo of a publicly traded corporation" instead of "me"
>in the meaningless observation "you're accusing !who of lying"?
>
>Tracy Pierce
>
>> -----Original Message-----
>> From: Tom Brandt [mailto:[log in to unmask]]
>> Sent: Friday, April 26, 2002 4:53 AM
>> To: [log in to unmask]
>> Subject: NYTimes: Fiorina Scoffs at Accusation of Coercion
>>
>>
>> Hewlett's Chief Scoffs at Accusation of Coercion
>>
>>
>> April 26, 2002
>>
>>
>> By STEVE LOHR with ANDREW ROSS SORKIN
>>
>>
>> WILMINGTON, Del., April 25 - The chief executive of
>> Hewlett-Packard, Carleton S. Fiorina, returned to the
>> witness stand here today to explain what she meant when she
>> told a major institutional investor that a vote in favor of
>> the company's merger with Compaq Computer was "of great
>> importance to our ongoing relationship."
>>
>>
>> Walter B. Hewlett, a dissident director who is trying to
>> overturn a proxy vote in favor of the merger, introduced
>> Ms. Fiorina's statement in an effort to show that she was
>> trying to influence the votes of the big investor, Deutsche
>> Bank, by threatening its banking business with
>> Hewlett-Packard.
>>
>>
>> Recorded conversations between the arms of Deutsche Bank
>> about the Hewlett vote, also introduced into evidence
>> today, have set off a preliminary investigation into the
>> bank by the Securities and Exchange Commission, people
>> close to the inquiry said today. The commission was already
>> looking at Hewlett-Packard's activities in trying to
>> persuade investment banks to influence their asset managers
>> to vote in favor of the deal.
>>
>>
>> At a time when federal and state regulators are
>> increasingly investigating the efficacy of "Chinese walls,"
>> which are supposed to keep a firm's investment analysis
>> independent from its deal-seeking investment bankers, the
>> Deutsche Bank evidence raises questions about conflicts.
>>
>>
>> Ms. Fiorina's testimony, near the end of a three-day trial
>> in a Delaware court, came after lawyers for Mr. Hewlett
>> introduced the transcript of a conference call among
>> Deutsche Bank representatives, Ms. Fiorina and Robert P.
>> Wayman, the chief financial officer of Hewlett-Packard, on
>> March 19 - the day of the shareholder vote.
>>
>>
>> The asset management side of Deutsche Bank held millions of
>> proxies that it could vote for or against the merger. But
>> the banking side of Deutsche Bank did business with
>> Hewlett-Packard as a large corporate client, including
>> working to help the company win the proxy fight against Mr.
>> Hewlett.
>>
>>
>> After a presentation on the merits of the merger of Hewlett
>> and Compaq, Ms. Fiorina concluded the call by saying the
>> vote on the deal was "of great importance to our ongoing
>> relationship."
>>
>>
>> She added, "We would very much like to have your support
>> here."
>>
>>
>> A Hewlett-Packard lawyer, Boris Feldman, later told the
>> court: "So this is what the bribery charge comes down to
>> now: a comment made at the end of a conference call."
>>
>>
>> Ms. Fiorina said that speaking of an "ongoing relationship"
>> was a phrase she routinely used in speaking to investment
>> bankers.
>>
>>
>> When asked whether she intended to link the Deutsche Bank
>> vote to conducting business with Hewlett-Packard in the
>> future, Ms. Fiorina replied: "Absolutely not. And I don't
>> think it was interpreted that way."
>>
>>
>> But according to an internal call recorded after Ms.
>> Fiorina's call on March 19 and introduced into evidence
>> today, Dean Barr, chief investment officer for Deutsche
>> Bank Asset Management in New York, said to the proxy team
>> that controlled Deutsche's vote on its shares: "You may or
>> may not be aware we have an enormous banking relationship
>> with Hewlett-Packard. Obviously if you don't want to change
>> your vote, that's your call. I would suggest to you, and
>> I'm not trying to put undue pressure, but make sure that
>> you have a very strong documented rationale for why you
>> voted the way you did as it relates to this merger."
>>
>>
>> According to the court transcript, Klaus Kaldemorgen,
>> another executive on the call, replied to Mr. Barr: "I
>> don't want to be smarter than your people in New York, so
>> if the majority of you come to the conclusion that it's
>> better for our customers to vote in favor, I tried to
>> change our vote here, but I have to see what I can
>> overcome. All the technical problems. I have to react very
>> quickly."
>>
>>
>> Deutsche Bank declined to comment on the S.E.C. inquiry.
>>
>>
>>
>> In a statement, the bank said that: "Deutsche Asset
>> Management's proxy committee was not influenced by any
>> banking relationships with Hewlett-Packard. The committee
>> cast its votes in favor of the merger solely in the
>> interest of Deutsche Asset Management's clients, taking
>> into account the presentations made on the morning of the
>> merger vote by Walter Hewlett and by Hewlett-Packard
>> management on the advantages and disadvantages to
>> shareholders of the proposed merger."
>>
>>
>> Mr. Hewlett is seeking to have the shareholder vote on the
>> Compaq merger - which Hewlett-Packard apparently won by a
>> slender margin - tossed out by court order. He has
>> contended that the company's management improperly withheld
>> important information - damaging to the promerger argument
>> - from shareholders and that the management bribed or
>> coerced a large institutional investor to switch its vote
>> in favor of the deal.
>>
>>
>> The vote-buying allegation is no longer the featured charge
>> in Mr. Hewlett's suit. The Deutsche Bank shares switched to
>> vote in favor of the deal, 17 million shares, would not be
>> enough to change the outcome of the vote. Last week, the
>> independent inspectors tallying the results of the proxy
>> contest said Hewlett-Packard had won by about 45 million
>> shares, based on their preliminary count.
>>
>>
>> Indeed, the Deutsche Bank evidence at the trial may prove a
>> greater problem for the bank than for the computer company.
>>
>>
>>
>> For Hewlett-Packard, the Deutsche Bank evidence was
>> intended by Mr. Hewlett's side to depict a management
>> willing to bend the rules to win. Mr. Hewlett's lawyer,
>> Stephen C. Neal, has called the evidence "circumstantial
>> but powerful."
>>
>>
>> Later in the day, Philip Condit, the chairman of Boeing and
>> a director of Hewlett-Packard, gave a spirited defense of
>> the role played by the Hewlett-Packard board in supporting
>> the planned purchase of Compaq Computer. He portrayed board
>> deliberations as lively, candid and well informed.
>>
>>
>> Mr. Condit's testimony at the end of the three-day trial in
>> a Delaware court directly refuted the assertion made by a
>> lawyer representing Mr. Hewlett that the Hewlett-Packard
>> board had "abdicated its responsibilities" and passively
>> approved the plans of the company's management team.
>>
>>
>> "I've never participated on a board that was more fully
>> informed," said Mr. Condit, a longtime executive who
>> personally oversaw Boeing's merger with McDonnell Douglas.
>> He called the information management supplied to the
>> Hewlett-Packard board "the most complete data I've seen
>> going into a merger."
>>
>>
>> Mr. Condit was essentially a character witness not only for
>> the management team, led by Ms. Fiorina, but also for the
>> integrity of the governance process at Hewlett-Packard.
>> Those considerations of management's credibility and
>> integrity will be crucial in the deliberations of
>> Chancellor William B. Chandler III.
>>
>>
>> Mr. Hewlett's main contention - and best hope for having
>> the vote tossed out, legal experts say - is the allegation
>> that Hewlett-Packard consistently withheld from
>> shareholders information showing that the merger planning
>> was going poorly.
>>
>>
>> The information, presented at the trial, came mainly from
>> the teams inside the two companies, whose reports appeared
>> to be far more pessimistic than the company's upbeat public
>> statements.
>>
>>
>> The executives of Hewlett-Packard and Compaq Computer have
>> replied in court that the reports were planning documents
>> that they were working on in the individual business
>> groups, and not forecasts for the company as a whole. The
>> business groups, they added, had incomplete information
>> that did not include large cost savings from areas like
>> joint procurement of supplies and services.
>>
>>
>> Jeffrey Clarke, Compaq's chief financial officer, testified
>> today that one broad-based internal estimate showed
>> possible cost savings of nearly $4 billion from the merger
>> instead of the publicly stated $2.5 billion. There was
>> discussion of disclosing the larger number, but the
>> management chose not to.
>>
>>
>> "Ms. Fiorina specifically wanted to be conservative," Mr.
>> Clarke said.
>>
>>
>> And Mr. Condit testified that as long as the management
>> remained confident it could reach its overall financial
>> objectives, there was no need to bring the business-group
>> reports to the board or disclose them to shareholders. He
>> acknowledged that he had never seen the business-group
>> reports.
>>
>>
>> "Those reports are part of the process of getting to the
>> final numbers," Mr. Condit said. "Management has to
>> exercise some judgment."
>>
>>
>> http://www.nytimes.com/2002/04/26/technology/26BANK.html?ex=10
>20821938&ei=1&en=12554077471691e3
>
>
>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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