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Hewlett-Packard board member Walter Hewlett and other opponents of the proposed HP-Compaq Computer merger on Thursday filed to the U.S. Securities and Exchange Commission a proxy statement to ask shareholders to vote against the deal at a special HP shareholders meeting next year.

If approved by the SEC, the proxy statement will be sent out to shareholders with a card--essentially, a ballot--that they can send in as their vote at an upcoming special meeting on the merger. That card would count as a vote against the deal.

The merger would combine two of the biggest vendors in the global IT industry. Walter Hewlett, son of HP cofounder William Hewlett, and other heirs of Hewlett and cofounder David Packard have opposed the merger, putting the deal in jeopardy with the voting power of their shares and those of associated foundations, which hold large chunks of the company's stock.

Walter Hewlett announced in November that he would launch a proxy fight against the merger. The shareholders meeting is expected to take place in February, but no date has been set for the vote.

The proxy statement filed Thursday names Walter Hewlett, Edwin E. van Bronkhorst, and the William R. Hewlett Revocable Trust. Van Bronkhorst is the former chief financial officer of HP and a trustee or director of several Hewlett and Packard family trusts and foundations.

Does Market Oppose?

The proxy statement paints the merger as a risky deal that would distract management and destroy shareholder value. It says the combination would dilute shareholders' interests in HP's thriving imaging and printing business while increasing their exposure to the commodity-like PC business. Meanwhile, it would not improve HP's market position in midrange and high-end servers or its consulting capabilities.

The statement also raises the specter of high risk, saying "no significant merger involving a computer company has ever met expectations." Lost revenue associated with the deal probably would offset or exceed the gains from synergies achieved through the merger, the statement says.

It also points out the decline in HP's value after the proposed deal was announced, saying shareholder value has been destroyed. The market has voted against the deal twice, Hewlett's statement says: once when HP shares fell after the proposed deal was announced and again when they rose after Hewlett and others voiced their opposition.

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