Hewlett Questions HP’s ‘Extraordinary’ Efforts

Two days before Hewlett-Packard Co. shareholders voted on the contested purchase of Compaq Computer Corp., HP Chief Executive Carly Fiorina told another executive they might have to take “extraordinary” steps to win over two big investors.

Disclosure of Fiorina’s late-night message to Chief Financial Officer Robert Wayman surfaced as HP’s last-minute moves to win support for the $19-billion Compaq deal are at the center of a lawsuit against the company by dissident director Walter Hewlett.

Hewlett, the son of an HP co-founder and the leader of the proxy fight against the deal, claims HP improperly got the investment arm of Deutsche Bank to switch 17million votes in favor of the deal by threatening to take away future business.

Deutsche Bank had helped arrange a multibillion-dollar line of credit for HP just days earlier.

Hewlett wants a Delaware judge to throw out Deutsche Bank’s votes, which he believes were enough to give HP what Fiorina called a “slim but sufficient” margin in the March 19 vote.

HP confirmed that Fiorina’s message to Wayman was authentic.

The company said that nothing discussed in the message was improper or illegal.

In her voice mail to Wayman, Fiorina said she and HP’s proxy solicitor were nervous that Deutsche Bank and Northern Trust Corp., another large HP shareholder, would reject the deal.

Wayman released a statement saying top HP executives were constantly assessing whether they had effectively pitched the deal to large investors and “did in fact make extraordinary efforts” in the final days, with dozens of last-minute presentations.

HP shares closed up 31 cents at $17.72 and Compaq shares closed up 48 cents at $9.76, both on the New York Stock Exchange.