Carly and Curly report on CNN
JF Mezei
Walter Hewlett says that if the merger goes ahead, Carly and Curly would get a
total of $115 million bucks in bonuses.
HP denies this and calls this ludicrous.
You know, all that is missing is for Walter Hewlett to be a female and then
get him and Carly into the ring and watch the 2 girls fight it out :-)
David J. Dachtera
Ever seen a movie called "Stripes"? (Bill Murray, Harold Ramis, John
Candy, others...) Remember the bar scene?
Winger: My big man here is gonna do it all for us...
--
David J. Dachtera
dba DJE Systems
http://www.djesys.com/
Unofficial Affordable OpenVMS Home Page:
http://www.djesys.com/vms/soho/
John Smith
"JF Mezei" <jfmezei...@videotron.ca> wrote in message
news:3C7C224A...@videotron.ca...
> Moneyline, towards the end of the program:
>
> Walter Hewlett says that if the merger goes ahead, Carly and Curly would
get a
> total of $115 million bucks in bonuses.
>
> HP denies this and calls this ludicrous.
>
Even if the votes on both sides are for the meger to take place, there's
going to be a lot of bad blood & mistrust within both organizations at the
grass-roots level. Lots of people who have the talent and actually do things
(as opposed to senior executives) will say 'who needs this sh*t', and look
to move on to other companies.......not to mention all those people who will
be terminated in a headlong rush to cut costs - in many cases it'll be the
wrong people terminated simply because their immediate superiors won't have
anyone covering their own backs when they try to defend NOT cutting
somebody. This is a fact after mergers, especuially those intensely fought
over, and those that occur in troubled economic times.
In this morning's Wall Street Journal........................
Hewlett Says H-P, Compaq CEOs
Will Be Overcompensated in Deal
By PUI-WING TAM and GARY MCWILLIAMS
Staff Reporters of THE WALL STREET JOURNAL
Copyright (c) 2002, Dow Jones & Co.
Walter Hewlett, aiming to disclose what he perceives as one of the
underlying motivations behind Hewlett-Packard Co.'s proposed acquisition of
Compaq Computer Corp., said the chief executives of H-P and Compaq stand to
earn compensation packages that would cost the company more than $115
million if the deal goes through.
Mr. Hewlett, a dissident H-P director who is soliciting proxies to defeat
the transaction, said in a Securities and Exchange Commission filing Tuesday
that the postdeal compensation packages for H-P CEO Carly Fiorina and Compaq
CEO Michael Capellas are "material" information for investors evaluating the
acquisition. Mr. Hewlett also accused H-P of "attempting to hide the ball"
by not disclosing these packages earlier.
Both H-P and Compaq denied that new postdeal employment contracts had been
struck.
Mr. Hewlett's filing comes less than three weeks before a March 19
shareholder vote to determine whether the $21.8 billion deal will be
approved. Both H-P and Mr. Hewlett, the son of H-P co-founder William
Hewlett, have recently ratcheted up their deal-related activities, sending
out shareholder letters, publishing sharp-toned newspaper ads and condemning
one another for not having the best interests of the Palo Alto, Calif.,
technology company at heart.
Tuesday, H-P's board also published an open letter to Mr. Hewlett berating
him for "strident attacks on H-P and our CEO."
The flurry of action has intensified as shareholders have started taking
sides on which way to vote for the deal. Tuesday, Torray Cos., a Bethesda,
Md., money-management firm that owned 6.5 million H-P shares, or 0.33%, as
of the end of the year, said it would vote against the transaction. "The
risk-reward relationship of this deal is skewed toward the risk of this not
working," said Douglas Eby, Torray president.
Under the terms of the pay packages, Mr. Hewlett said, Ms. Fiorina's
two-year employment contract would provide her with an annual base salary of
$1.6 million, an annual bonus targeted at $4.8 million and six million stock
options with a total estimated current value of $57 million. The value of
the options were estimated in materials provided by H-P to the compensation
committee, the filing said. A spokesman for Mr. Hewlett said information on
when these new options could be exercised was not available.
An H-P spokeswoman said Ms. Fiorina's current compensation package, which
has a base annual salary of $1 million and a target annual bonus of $1.25
million, is "below market average." Ms. Fiorina didn't receive a bonus in
fiscal 2001, because of H-P's financial woes. The spokeswoman added that the
stock options of Ms. Fiorina, who has received more than three million H-P
stock options so far, are all "under water." The spokeswoman called Mr.
Hewlett's claims "bizarre" and added, "There are no assurances that she will
be awarded as attractive a compensation package after the merger is
completed." The spokeswoman declined to comment on the vote decision by
Torray.
Mr. Capellas's two-year employment contract would generate an annual base
salary of $1 million, an annual bonus targeted at $3.8 million and four
million stock options currently valued at about $38 million, according to
Mr. Hewlett's filing. Mr. Capellas received a salary and a loan forgiveness
valued at $3.8 million in 2001, plus a 10-year stock-purchase plan valued at
$13.2 million (assuming a 10% appreciation rate). In 2000, he received $29.7
million in salary and bonus plus the same stock-purchase plan valued at
$24.5 million (assuming the same 10% appreciation rate). Mr. Capellas would
be president and chief operating officer.
A Compaq spokesman said, "We've said compensation will be negotiated after
the [potential sale's] close."
In an interview, Larry Sonsini, H-P's outside lawyer, denied any postdeal
employment contracts were agreed upon with Ms. Fiorina and Mr. Capellas.
While there had been some early discussions, "these were aborted," Mr.
Sonsini said. "If there are employment agreements in the future, these will
likely be significantly performance-based."
In his filing, Mr. Hewlett said he learned of the pay packages before the
announcement of the acquisition in September because he is a member of H-P's
compensation committee. He said the packages are referenced in documents
such as in the Compaq purchase agreement and in term sheets. Even though
most information discussed at board meetings typically is considered
confidential, a spokesman said Mr. Hewlett was advised by his lawyers that
the compensation news should be disseminated, because of its relevance to
investors. The spokesman added that Mr. Hewlett had previously tried to
persuade H-P to make the compensation information publicly available, but
had failed. With the vote date nearing, Mr. Hewlett decided to go public
with the information Tuesday, his spokesman said.
Several compensation experts were surprised that the postdeal pay
information, if indeed it had been decided upon, wasn't disclosed earlier.
"I think very highly of Carly Fiorina, but I'm disappointed this information
wasn't released earlier, because this is surely material," said Jeffrey
Sonnenfeld, associate dean at the Yale School of Management. He added that
the total $115 million package is "quite high," noting, "You could buy an
awful lot of fabulous executives with that amount."
Of H-P's denial that new employment contracts exist, Mr. Hewlett's spokesman
said: "H-P's written record, as well as its filings, speak for themselves."
Late last year, Ms. Fiorina and Mr. Capellas both turned down
executive-retention bonuses related to the deal valued at $14.4 million and
$8 million respectively. The rejection of the retention bonuses was widely
interpreted as a gesture of faith in the deal.
The companies instead agreed to pay out substantial retention bonuses to its
other employees to keep them on if the deal goes through. In all, H-P said
it would pay out $337 million to 6,000 employees, with $33.1 million of that
amount going to 10 H-P executives who would remain with the company for at
least a year after the transaction is completed. Compaq said it would pay as
much as $242 million in retention bonuses to several thousand employees. The
company's top seven executives would receive $22.4 million.
------------------------------------------
Another article on the same subject ...................
HP, Compaq chiefs may gain huge pay package in merger
By PATRICK BRETHOUR
From Wednesday's Globe and Mail
Tuesday, February 26 - Online Edition, Posted at 9:33 PM EST
Dissident director Walter Hewlett dropped a bombshell yesterday in his
campaign against the proposed merger of Hewlett-Packard Co. and Compaq
Computer Corp., revealing that the CEOs of the two companies may receive a
combined pay package of $117-million (U.S.) over two years.
Carly Fiorina, HP's chairwoman and chief executive officer, could make as
much as $69.8-million in salary, bonuses and stock options under terms
discussed by HP directors in late September, Mr. Hewlett said in a filing
with the U.S. Securities and Exchange Commission yesterday. And Compaq CEO
Michael Capellas could make as much as $47.6-million over the two-year
period. For each executive, potential profits from stock options account for
the large majority of compensation.
And Compaq CEO Michael Capellas could make as much as $47.6-million over the
two-year period. For each executive, potential profits from stock options
account for the large majority of compensation.
HP of Palo Alto, Calif. and Houston-based Compaq have never disclosed those
figures in their numerous filings related to the $22-billion merger, instead
saying that some compensation deals have yet to be finalized.
In his filing, Mr. Hewlett said the terms were agreed to in a Sept. 20
meeting of the compensation committee, but that other directors on the
committee subsequently said there was no agreement on how the options grants
would be priced. All the proposed compensation figures were then excluded
from merger filings, the filing said.
In a statement, HP said no new employment contracts exist and that early
discussions had been "aborted." The company said Mr. Hewlett had breached
his fiduciary duties as a director and was engaging in a strategy of "do
anything, say anything to win." And HP said Mr. Hewlett had supported the
decision to delay development of employment contracts until after the merger
had closed.
Mr. Hewlett's airing of the private deliberations of HP's compensation
committee - which comes as the company meets today with analysts in New
York - is extremely unusual, said corporate governance experts.
"But everything is unusual about the HP deal," said J. Richard Finlay, chair
of the Toronto-based Centre for Corporate and Public Governance, adding that
he believes Mr. Hewlett acted correctly.
Mr. Hewlett has waged an increasingly public campaign against the merger
since he announced his opposition in November, meeting with major
shareholders to defeat the deal and battering HP with a flurry of statements
and allegations.
But he is not alone in turning the merger battle into a messy, public fight.
In an open letter to Mr. Hewlett dated yesterday, other HP directors
criticized his "increasingly strident attacks" and "belligerent" tactics.
"You have tried, unsuccessfully, to drive a wedge between our CEO and the
board of directors," they wrote.
Ms. Fiorina, who is expected to again make the case to analysts for the
controversial merger with Compaq, will now have to contend with the fallout
from Mr. Hewlett's disclosure, as well as news that another institutional
shareholder, Brandes Investment Partners LP, plans to vote against the deal.
In a statement, Mr. Hewlett said he decided to release information about the
two executives' possible compensation after HP repeatedly refused to do so
and pressured him to keep the information private.
He said another motivation is the positive press that Ms. Fiorina and Mr.
Capellas received after they turned down retention bonuses of $8-million and
$14.4-million respectively in order to avoid the appearance of a conflict of
interest. In the SEC filing, Mr. Hewlett notes that the pay packages are
"far in excess" of the foregone retention payments.
Bill Mackenzie, president of investor rights advocate Fairvest Corp., said
the grants of stock options - six million to Ms. Fiorina and four million to
Mr. Capellas - are "pretty ridiculous." He pointed out that a $1 gain in HP
stock would give Ms. Fiorina a $6-million profit when she exercised her
options, while ordinary investors would benefit much less. "It's more
padding at the top," he said.
The "total estimated current value" of the stock options account for the
bulk of the pay package for each executive: $57-million for Ms. Fiorina and
$38-million for Mr. Capellas. Mr. Hewlett's representatives could not
specify the exercise price used to arrive at those figures.
HP and Compaq did not respond to inquiries about Mr. Hewlett's filing. But
in their latest joint proxy statement, the two companies said that
unspecified employment terms that had been discussed will not "serve as a
benchmark" for future negotiations. In that filing, the companies said
employment agreements for executives in the merged company, including Ms.
Fiorina and Mr. Capellas, will include salary increases, the potential for a
bonus that matches or exceeds that salary, and the grant of stock options
that would vest over time and upon the attainment of certain performance
goals.
Copyright © 2002 Bell Globemedia Interactive Inc. All Rights Reserved.
Dr. Dweeb
surely a severe indictment of Carley's & Curley's integrity.
The phrase "big swinging dick" and the arrogance always associated with this
stature keeps coming to mind.
This is a deal for the deal makers, not the stockholders and absolutely NOT
the employees. There is going to be a bloodbath at CompaQ if this goes
through, while if it fails, only the idiots at the top will terminated - not
a bad thing.
Dweeb.
"John Smith" <a...@nonymous.com> wrote in message
news:u66f8.843$Fkh...@news1.bloor.is...
Michael Austin
John Smith wrote:
>
>Lots of people who have the talent and actually do things (as opposed >to senior executives) will say 'who needs this <censored>, and look
> to move on to other companies.......
Not if they actually want to have "a" job, any job... The market out
here is brutal. I am a senior Oracle (on VMS, Unix and NT) as well as
Sys Admin (VMS, Unix, Linux) and I have been looking for over 2 months
now. This makes 5 out of the last 12 looking... and I am competing
against all the H-1 visa people charging less than 50% of my rates. (and
they were not exhorbident to start with). I talk to some recruiters who
get in excess of 200 resumes per opening. There are some unique skills,
but you also have companies who will take the low bidder. Yeah, that's
right.. lets trust our corporate systems to kids who are just now being
potty-trained and they wonder why there is so much downtime. <stopping
here to keep from going down a really long rat-hole>
--
Regards,
Michael Austin Registered Linux User #261163
First DBA Source, Inc. http://www.firstdbasource.com
Sr. Consultant
704-947-1089 (Office)
704-236-4377 (Mobile)
Jerry Leslie
:
: ... I am competing against all the H-1 visa people charging less than
Sarcasm Afterburner On:
That just can't be possible - just read Senator Hatch's response
about the H-1B law:
http://www.zazona.com/ShameH1B/Library/Politicians/Hatch.htm
Utah Senator Orrin Hatch Supports H-1B
"...I assure you that measures are included in the American
Competitiveness in Twenty-First Century Act to safeguard American
workers' jobs. For instance, the employer is required to pay the
foreign worker as much as other employees in the same job or the
current market value. In addition, the employer is only allowed to
hire a limited number of foreign workers before they have to attest
that they are not able to find an American to fill the job. Further,
they have to show that they have not laid off any American workers for
a period of time both before and after the hiring of foreign workers..."
Sarcasm Afterburner Off.
Here's a report on the INS' handling of the H-1B visas:
http://www.gao.gov/new.items/he00157.pdf
"H-1B Foreign Workers: Better Controls Needed to Help Employers
and Protect Workers", GAO/HEHS-00-157, September 2000.
Offshore outsourcing is a bigger threat to the near-term employment
picture in the U.S.:
http://www.informationweek.com/story/IWK20020207S0011
InformationWeek > Business Applications >
Offshore Outsourcing Grows To Global Proportions > February 7, 2002
"The growing demand for inexpensive yet competent programming talent is
pushing the offshore-outsourcing market beyond its roots in India and
encouraging U.S. IT service providers to increase their use of
overseas workers..."
IT-enabled jobs, such as accounting, credit-card processing, are also
being offshore outsourced.
Who knows, H-P may move VMS Engineering to Compaq's India division. :-)
--Jerry Leslie (my opinions are strictly my own)
John Smith
"Jerry Leslie" <les...@clio.rice.edu> wrote in message
news:a5j6s5$qn2$1...@joe.rice.edu...
> Michael Austin (mau...@firstdbasource.com) wrote:
> :
>
> Who knows, H-P may move VMS Engineering to Compaq's India division. :-)
>
Who knows what the actual details of the following study are, ie.
parameters, countries studied, .... but... and it isn't all that far from
Spitbrook...
Where Costs Are Low
Study ranks countries based on business costs
By Elisabeth Goodridge, InformationWeek
Feb 25, 2002 (12:00 AM)
URL: http://www.informationweek.com/story/IWK20020222S0011
Canada is one of the least-expensive countries in which to do business,
partly because the costs of running call centers, data centers, and other
back-office operations are among the lowest. But Manchester, England, is the
least-expensive European city in which to do business, according to a new
study that compares regional business costs.
The study, "Competitive Alternatives: Comparing Business Costs In North
America, Europe, And Japan," analyzes labor, taxes, transportation, and 24
other variable business costs in nine countries and 86 cities to determine
the most cost-competitive locations for companies looking to expand. The
study by consulting firm KPMG LLP establishes cost-index figures, using the
United States as a baseline with an average index of 100.0.
Canada, with a cost index of 85.5, is the least-expensive country because it
has the lowest corporate taxes and labor costs, the most significant
overhead costs in the study. Canada also has the lowest costs for
call-center operations, data-processing centers, and other back-office
facilities, followed by the United Kingdom and Italy.
Another key factor was telecom costs, which have dropped substantially in
recent years thanks to global deregulation. European countries have
experienced major drops in telecommunication expenses, falling 65% to 85%
since 1999; telecom costs in the U.S. fell around 40%.
Comparing international currencies is another key factor. The euro's value
has dropped 24% since its introduction last year. "That's great news if
you're a U.S. tourist, but not if you're a U.S.-based company because the
cost basis of your exported goods is declining," says Stuart MacKay,
co-author of the study and president of MKK Consulting.
The most costly places to do business include New York (No. 2) and San Jose,
Calif. (No. 3). But heading the list is the Japanese port city of Yokohama.
Wayne Sewell
We ought to outsource Senator Hatch's job, and the rest of the gubmint while
we're at it. Foreign workers probably wouldn't cause any more harm to the
American people than the current incumbents already do. It would save the
country a lot of money in the short run. Unfortunately, the situation wouldn't
last once the H-1B congressmen realized they have the power to raise their own
salaries, which has been the primary objective of the incumbents for years, the
one burning issue on which they are *totally* unified.
--
===============================================================================
Wayne Sewell, Tachyon Software Consulting (281)812-0738 wa...@tachysoft.xxx
http://www.tachysoft.xxx/www/tachyon.html and wayne.html
change .xxx to .com in addresses above, assuming you are not a spambot :-)
===============================================================================
Society Lady: Are you familiar with the Great Wall of China?
Curly: No, but I know a big fence in Chicago!
Paul Repacholi
> Walter Hewlett says that if the merger goes ahead, Carly and Curly
> would get a total of $115 million bucks in bonuses.
> HP denies this and calls this ludicrous.
The report I saw had HP saying that 'no descision had been taken...'
Bit short of a solid denial.
--
Paul Repacholi 1 Crescent Rd.,
+61 (08) 9257-1001 Kalamunda.
West Australia 6076
Raw, Cooked or Well-done, it's all half baked.
EPIC, The Architecture of the future, always has been, always will be.