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Proxy war looms over HP-Compaq deal

Walter Hewlett fires another round in his budding proxy war with HP, this time highlighting the poor performance of HP and Compaq since they announced plans to merge.

Walter Hewlett has fired off another round in his budding proxy war with Hewlett-Packard, this time highlighting the poor performance of HP and Compaq Computer since the companies announced plans to merge.

Hewlett, the son of HP co-founder William Hewlett, said in an amendment filed with the Securities and Exchange Commission on Wednesday that HP's stock dropped 5.3 percent and Compaq's stock dropped 17.8 percent between Aug. 31 and Nov. 30.

For that same time period, the Nasdaq gained 6.93 percent and the Dow Jones industrial average fell 1 percent.

Hewlett recently said he plans to solicit proxy votes on behalf of shareholders opposed to HP's planned acquisition of Compaq and has also hired a proxy solicitation firm.

The Hewlett family, along with David Packard, has come out against the deal. The family has been regularly filing amendments to its Nov. 16 proxy statement.

HP announced plans to purchase Compaq for $25 billion in September.

Hewlett also draws attention to the decline in expectations for the companies' future performance. The consensus estimates for Compaq's 2002 and 2003 earnings per share have fallen 77.3 percent and 60.2 percent, respectively. Consensus estimates for HP have dropped as well.

As a result, Hewlett maintains, the price-to-earnings ratio that HP is paying for Compaq has increased to 92.7 from 22.2 for fiscal 2002 and to 39.7 from 16.7 for fiscal 2003. The rising P/E ratio--a measure of how expensive a stock is--means HP is getting less earnings bang for its buck.