Message-ID: <28846233.1075860841249.JavaMail.evans@thyme> Date: Thu, 13 Dec 2001 13:16:21 -0800 (PST) From: grace.trent@compaq.com To: babbio@verizon.com, j58391@aol.com, ghh@telcordia.com, kenneth.lay@enron.com, slitvack@deweyballantine.com, kjewett@kpcb.com, lsalhany@lifefx.com Subject: FW: Compaq Board Response to Walter Letter - Please Review Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: "Trent, Grace" @ENRON X-To: babbio@verizon.com <'babbio@verizon.com'>, J58391@AOL.com <'J58391@AOL.com'>, ghh@telcordia.com <'ghh@telcordia.com'>, kenneth.lay@enron.com <'kenneth.lay@enron.com'>, slitvack@deweyballantine.com <'slitvack@deweyballantine.com'>, kjewett@kpcb.com <'kjewett@kpcb.com'>, lsalhany@lifefx.com <'lsalhany@lifefx.com'> X-cc: X-bcc: X-Folder: \Kenneth_Lay_Mar2002\Lay, Kenneth\Inbox X-Origin: Lay-K X-FileName: klay (Non-Privileged).pst The following is the Board approved statement in response to Walter Hewlett's letter to the Board. We plan to distribute on the newswires momentarily. Grace > December 13, 2001 > > TO: Mr. Walter Hewlett > > FROM: Compaq Board of Directors > > ______________________________________________________________________ > __ > > This is a response to your letter of December 12, 2001. > > We and the Compaq management team strongly disagree with your > conclusions. > > The Board of Directors of Compaq has carefully analyzed the short-term > and long-term impact as well as the strategic implications of the > proposed HP-Compaq merger. We are disappointed that both the Hewlett > Foundation and the Packard Foundation have decided to oppose the > transaction. We continue to believe that the combination of HP and > Compaq will provide better market coverage, significant synergies and > higher profits than either company would achieve on its own. These > benefits will lead to the creation of long-term value for both Compaq > and HP shareholders. > > On that basis, we believe that this merger is well worth the effort > and that our employees, shareholders and customers will be better > served in the long term. Therefore we will continue to vigorously > encourage shareholders to vote in favor of the transaction. > > In addition, we are confident that over the coming months, the > shareholders of both companies will recognize the value of the merger > and give their approval. > > The Board of Directors of Compaq is pleased with the execution of the > company's present strategy and with its market momentum. We intend to > maintain this positive momentum and bring an even stronger Compaq to > the merger. > > > Grace Chen Trent - Executive Director > Office of the Chairman & CEO > Compaq Computer Corporation > 20555 SH 249 - MS110802 > Houston, Texas 77070-2698 > 281-518-9460 work > 281-518-9882 fax > > >