HP: SEC, prosecutors probing vote

SAN JOSE, CALIFORNIA - Hewlett-Packard Co. acknowledged Monday that the Securities and Exchange Commission and federal prosecutors in New York are looking into its executives&#39; contacts with big investors just before last month&#39;s vote on the purchase of Compaq Computer Corp. <br> <br> HP&#39;s last-minute moves to win support for the $19 billion Compaq deal are already under scrutiny in a lawsuit by dissident director Walter Hewlett that goes to trial next week in Delaware. <br> <br> Though the proxies are still being counted, Hewlett wants a judge to order a new vote or disqualify the votes by Deutsche Bank, which he believes switched its position on 17 million shares out of fear HP would take future investment banking business elsewhere. <br> <br> In addition to that case, the San Francisco office of the SEC is seeking documents and ``related information&#39;&#39; about HP&#39;s relationship and communications with Deutsche Bank, the giant computing company said in an SEC filing Monday. <br> <br> HP said the SEC had noted that its request ``should not be construed as an indication by the SEC or its staff that any violations of law have occurred.&#39;&#39; The SEC refused to comment. <br> <br> Separately, the U.S. Attorney&#39;s Office in Manhattan subpoenaed HP on Wednesday for information about the voting by Deutsche Bank and Northern Trust, another large shareholder. <br> <br> HP said the subpoena was in response to recent press accounts. That almost certainly includes last week&#39;s disclosure that two nights before the shareholder vote, HP chief Carly Fiorina said in a voice mail to another top executive that ``we may have to do something extraordinary for those two to bring them over the line here.&#39;&#39; <br> <br> A spokesman for the U.S. Attorney&#39;s Office would not comment. <br> <br> Deutsche Bank has refused to comment. Northern Trust&#39;s investment arm has said it did not split its vote on the Compaq deal and did not change its position in the final days. <br> <br> HP, which claims to have won the Compaq vote by a ``slim but sufficient&#39;&#39; margin, released a statement Monday reiterating its contention that it never acted improperly in lobbying investors and remains optimistic the Compaq deal can be completed on schedule. <br> <br> A spokesman for Walter Hewlett declined to comment. <br> <br> HP shares rose 8 cents to close at $17.88 Monday on the New York Stock Exchange, where shares of Houston-based Compaq rose 12 cents to close at $10.10.

http://accesswdun.com/article/2002/4/195986