Filed by Hewlett-Packard Company Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Compaq Computer Corporation
Commission File No.: 1-9026
This filing relates to a planned merger (the "Merger") between Hewlett-Packard
Company ("HP") and Compaq Computer Corporation ("Compaq") pursuant to the terms
of an Agreement and Plan of Reorganization, dated as of September 4, 2001 (the
"Merger Agreement"), by and among HP, Heloise Merger Corporation and Compaq. The
Merger Agreement is on file with the Securities and Exchange Commission as an
exhibit to the Current Report on Form 8-K, as amended, filed by Hewlett-Packard
Company on September 4, 2001, and is incorporated by reference into this filing.
The following is a series of excerpts from an interview with Vyomesh Joshi, HP's
President, Imaging and Printing Systems. Biographical information about Mr.
Joshi follows the interview excerpts. The interview excerpts and the
biographical information are available on HP's internal web site.
VYOMESH (VJ) JOSHI SENIOR LEADER PROFILE
INKJET BEGINNINGS
1984, the first time I got involved in inkjet technology, it was very, very
interesting. At that time, we were just looking at how do we really make color
printing with inkjet technology.
As you know, inkjet technology was originally developed in Hewlett-Packard Labs
in 1979. The first product was introduced in 1984, the ThinkJet. We took that
technology and then said, how do we print color. And then we never thought that
this would be a multi-billion dollar business that we have today.
LEARNING FROM THE BEST
I am very fortunate to really work in various aspects from R&D to manufacturing,
working in the marketing, working on technology side, working on software and
connectivity side, and building very new businesses for Hewlett-Packard, and
I've very fortunate to be part of that. Because throughout all this experience,
I learned so much through the people and that's the power of Hewlett-Packard,
that we hire tremendous talent.
THE CROWN JEWEL
Imaging and printing is the crown jewel of Hewlett-Packard today. I
fundamentally believe that we will build to grow the business and it will
continue to be the crown jewel of Hewlett-Packard.
So the first priority for employees in my organization is to execute and that we
need to make sure we focus. We have a great business and a strategy and the
vision with which we will be able to grow it.
The second one, is to really understand where our competitors are going and what
customers want. And really
try to drive how we can provide value for our customers and focus on that
particular aspect of it, so we could continue to build not only we execute today
but we are also building our IPS business for the future.
ACCELERATING GROWTH
What I'm telling our employees is we have a great business today, let's execute,
let's make sure we are externally focused and build our business in terms of the
growth, and then as the decisions are made in terms of the merger, we will be
able to benefit, because we will have access to bigger pool of employees, bigger
pool of core competencies with which we will be able to even grow faster and
accelerate our growth long-term point of view.
THE "Y" GENERATION
I really believe in work/life balance. I have two daughters, 16 and 13 years
old. And it's very important for me to really spend a lot of time with them. So,
I work hard, I play to win. But when I'm home, I'm home, I'm 100 percent
dedicated to my wife and my two kids. It's very important to me.
I'm a responsible Dad, I want to see what they are doing, I check their hard
disk and say, okay, what are they really doing. And it's interesting because I
bought the computer for education. Education stuff -- 1 percent, you know. 30
percent is music and Napster and all the pictures and the other stuff is, what
do they call, instant messaging. Now, I remember that when I was young, I used
to use the phone. These kids are always on the Internet with the instant
messaging, talking to their friends and figuring it out, this really tells you
that the kids who are really going to be the future growth opportunity for
Hewlett-Packard. They understand the technology. They can do things.
That's the power. I think this whole conversation I talked about, I think you
could build on it. And kids are going to change the way they are going to use
the technology.
And Hewlett-Packard can really provide, like with Digital Imaging solutions I
talked about. We could change how a family can capture their memories and share
the memories. And I see that all in my daughters.
AN INVENTOR TO EMULATE
I love reading about history. I really want to understand, so like Leonardo da
Vinci. I get into because in my mind, if one person who really had understood
the process of innovation, it's Leonardo.
And in Renaissance time, how he could really create all the way from paintings
to design mechanical stuff, to do the sculpture, to understand medicine and do
the dissection of the bodies, to figure how do really even do politics. It's
just amazing to me what one person has done throughout their lives.
A THESPIAN AT HEART
One thing people may not know is that I have worked on professional dramas. So,
in high school, even in college, even at Ohio State. I used to act, even in San
Diego, the last drama I did was in 1992.
I have played king. I have played in a family, the head of the family. I have
done comedies. And the thing which I learned from that is, again, telling the
story and having that conversation where you will be able to engage with people
and you will be able to describe that story. You can really have that emotion
coming out of you, and it's always building.
ON FAITH AND PERSEVERANCE
So, when I look at my experiences at Hewlett-Packard, one very important lesson
I learned I want to talk about. So, when we were building digital imaging
business, we were trying to really look into how do we have a new technology,
new customer and new market and that was a very difficult thing to do. Because
it's easy to go and invent new technology for the existing customer base, or a
given technology applied to a different market.
But when you are inventing a completely new technology for a completely new
customer in a completely new channel, you are really having a very difficult
problem. Things that we learn is once you have the right vision and the right
strategy, you want to continue to work on it and not lose the patience or the
passion for it. Because what happens is, initially you get all excited about how
great new business you're going to build. And then you introduce or launch your
first product. And then what happens is you have not figured out every little
aspect of it. You're going to make some mistakes. So that product will not do as
well in the marketplace and you get all your dark days and say, oh
my God, it's not going to work, it's not going to work. But the thing is that we
did on digital imaging didn't give up.
We said, we have the right vision. We have the right strategy, let's continue
working on it, continue building on it. And once we did that, it took us to
really launch and learn, learn from the mistakes and then not give up. I think
this is a very important lesson in my mind.
BEST OF BOTH WORLDS
I have not seen everything, but what I have seen about Compaq is they are very
operationally focused, they make decisions quickly and they really focus on how
to do we meet our market and customer needs.
From the Hewlett-Packard point of view, we have great talented people who really
believe in innovation. And we always start with technology and figure out how do
we create the market.
I think we got the best of both worlds. We will be able to build a much better
company and keep these two important parts. And really create a special place
that people are going to feel like, wow, this is the place to be, we can
innovate, we can meet the customer needs and build new businesses to really
drive growth for Hewlett-Packard.
CHANGING THE WORLD
There is no other company who has the talent and the technology base and
understanding of the information to really look at where the next growth
opportunity outside the developed countries, and what people are going to be
concerned about that we will be able to apply, and make this company the leading
company in that kind of environment.
Now, I'm stretching my vision way out there, but that's what I think. But see,
that excites me. A lot of people want to think about how they're going to
compete against Sun and IBM and EMC. I don't think like that. I think about how
we are going to make contribution to change the world.
* * *
Few would ever accuse Vyomesh (VJ) Joshi of being a dispassionate leader. Bring
up a topic that he cares deeply about and you get an instant reaction. His blue
eyes flash. He stretches his arms wide to illustrate an expansive vision and
gestures to punctuate a particularly vehement point.
What sparks this leader's excitement? At the top of the list: Imaging and
Printing Systems (IPS), the HP organization he has run since February 2001. The
digital imaging and printing business has grown dramatically since VJ joined the
company in 1980, and he has played a key role in its evolution.
"The first time I got involved in inkjet technology, it was very, very
interesting," recalls VJ. The first product, the ThinkJet, was introduced in
1984. At that time, HP was just looking at how to make color printing with
inkjet technology. Back then, VJ continued, "we never thought that this would be
the multi-billion dollar business that we have today."
But for his entire 21-year HP career, VJ has had his eyes trained on the road
ahead, scouting the future for new technologies, markets and businesses. Along
the way, he has traversed many areas, from R&D to manufacturing to marketing. He
was the R&D manager in the early 1990s when HP began exploring how to build
inkjet-based pen plotters, and later introduced the first Designjet products -
now a multi-billion dollar business. The company's first Officejet product also
emerged during his tenure.
In 1995, VJ's leadership as general manager of the Home Imaging Division helped
move HP into the digital color copier business with the introduction of an
affordable color copier/printer appliance. HP subsequently unveiled a complete
digital photography system that included a digital camera, photo scanner and
photo printer. In 1999, VJ assumed worldwide responsibility for all inkjet
printing and imaging platforms - including inkjet printers, imaging products and
associated supplies.
Rather than think of the business he runs as simply a "printing business," VJ
takes a broader view. "It's all about digital conversation," he says, "and we're
using hard copy to conduct the conversation. I am always thinking about how can
we help customers capture images, ideas, memories and concepts any time -- and
make it radically simple."
With the HP-Compaq merger, it's a conversation that's poised to become even more
dynamic and interesting, VJ says.
"Imaging and Printing Systems is a very healthy business and we have tremendous
opportunity to grow," VJ notes. "We have a great business, great strategy and
great vision. I believe we will be very successful."
IN TOUCH WITH EMPLOYEES
Based in HP's San Diego, California, office, VJ travels frequently to IPS
outposts throughout the world. He's admired for his hands-on approach to
management and a deep commitment to his employees.
A savvy strategist and businessman, he has not let a long, successful career in
management distance him from his roots as an engineer, the thrill of developing
products and the people who build them. At IPS product fairs, he's usually in
the front of the table, asking questions and engaging in technological
discussions with engineers.
"From the time I joined HP," VJ says, "I've learned from technicians, engineers,
marketers, managers. I cannot even describe how fulfilling and satisfying that
experience has been for me."
MORE THAN MEETS THE EYE
VJ applies his signature verve to all aspects of his life. "I really believe in
work/life balance," he says. "I have two daughters, 16 and 13 years old. It's
very important for me to really spend a lot of time with them. So, I work hard
and I play to win. But when I'm home, I'm 100-percent dedicated to my wife and
two kids."
But, always the imaging and printing strategist, his thoughts seldom stray far
from the business. He even finds ways to integrate market research into his
parenting. "I'm an engineer but my younger daughter can do and fix things that I
don't even know how to do. It's just very interesting to watch my kids use
digital cameras, printers and operating systems. Kids are going to change the
way technology is used. They're so comfortable with it, from the productivity,
life enrichment and leisure points of view."
Whatever VJ does, he does with passion, including an avocation he says few know
he dabbles in. Inside this HP leader beats the heart of a thespian. An avid film
fan who is partial to Steven Spielberg's work, VJ also acted in professional
theatre over the years. He calls the
experience of inhabiting a character and its emotions "amazing" and a "great
escape." While he hasn't been under the stage lights in several years, he says
he would jump at the chance to play his dream role: Leonardo da Vinci.
BEST OF BOTH WORLDS
Along with digital imaging and printing, his family and the actor's life, the
merger is a topic that never fails to animate this HP leader. By combining with
Compaq, IPS will be able to accelerate its growth significantly with access to
an increased customer base and greater freedom to focus on new business
creation, he says.
"I think we have the best of both worlds," he observes. "We'll be able to build
an even better company and really create a special place where people are going
to feel this is the place to be. We will be better positioned to innovate, to
meet customer needs and to build new businesses to really drive growth for
Hewlett-Packard."
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements that involve risks,
uncertainties and assumptions. If any of these risks or uncertainties
materializes or any of these assumptions proves incorrect, the results of HP and
its consolidated subsidiaries could differ materially from those expressed or
implied by such forward-looking statements.
All statements other than statements of historical fact are statements that
could be deemed forward-looking statements, including any projections of
earnings, revenues, synergies, accretion or other financial items; any
statements of the plans, strategies, and objectives of management for future
operations, including the execution of integration and restructuring plans and
the anticipated timing of filings, approvals and closings relating to the Merger
or other planned acquisitions; any statements concerning proposed new products,
services, developments or industry rankings; any statements regarding future
economic conditions or performance; any statements of belief and any statements
of assumptions underlying any of the foregoing.
The risks, uncertainties and assumptions referred to above include the ability
of HP to retain and motivate key employees; the timely development, production
and acceptance of products and services and their feature sets; the challenge of
managing asset levels, including inventory; the flow of products into
third-party distribution channels; the difficulty of keeping expense growth at
modest levels while increasing revenues; the challenges of integration and
restructuring associated with the Merger or other planned acquisitions and the
challenges of achieving anticipated synergies; the possibility that the Merger
or other planned acquisitions may not close or that HP, Compaq or other parties
to planned acquisitions may be required to modify some aspects of the
acquisition transactions in order to obtain regulatory approvals; the assumption
of maintaining revenues on a combined company basis following the close of the
Merger or other planned acquisitions; and other risks that are described from
time to time in HP's Securities and Exchange Commission reports, including but
not limited to the annual report on Form 10-K for the year ended October 31,
2000 and HP's amended registration statement on Form S-4 filed on January 14,
2002.
HP assumes no obligation and does not intend to update these forward-looking
statements.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
On January 14, 2002, HP filed an amended registration statement with the SEC
containing an amended preliminary joint proxy statement/prospectus regarding the
Merger. Investors and security holders of HP and Compaq are urged to read the
amended preliminary joint proxy statement/prospectus filed with the SEC on
January 14, 2002 and the definitive joint proxy statement/prospectus when it
becomes available and any other relevant materials filed by HP or Compaq with
the SEC because they contain, or will contain, important information about HP,
Compaq and the Merger. The definitive joint proxy statement/prospectus will be
sent to the security holders of HP and Compaq seeking their approval of the
proposed transaction. The amended preliminary joint proxy statement/prospectus
filed with the SEC on January 14, 2002, the definitive joint proxy
statement/prospectus and other relevant materials (when they become available),
and any other documents filed by HP or Compaq with the SEC, may be obtained free
of charge at the SEC's web site at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with the SEC by
HP by contacting HP Investor Relations, 3000 Hanover Street, Palo Alto,
California 94304, 650-857-1501. Investors and security holders may obtain free
copies of the documents filed with the SEC by Compaq by contacting Compaq
Investor Relations, P.O. Box 692000, Houston, Texas 77269-2000, 800-433-2391.
Investors and security holders are urged to read the definitive joint proxy
statement/prospectus and the other relevant materials when they become available
before making any voting or investment decision with respect to the Merger.
HP, Carleton S. Fiorina, HP's Chairman of the Board and Chief Executive Officer,
Robert P. Wayman, HP's Executive Vice President, Finance and Administration and
Chief Financial Officer, and certain of HP's other executive officers and
directors may be deemed to be participants in the solicitation of proxies from
the shareowners of HP and Compaq in favor of the Merger. The other executive
officers and directors of HP who may be participants in the solicitation of
proxies in connection with the Merger have not been determined as of the date of
this filing. A description of the interests of Ms. Fiorina, Mr. Wayman and HP's
other executive officers and directors in HP is set forth in the proxy statement
for HP's 2001 Annual Meeting of Shareowners, which was filed with the SEC on
January 25, 2001. Investors and security holders may obtain more detailed
information regarding the direct and indirect interests of Ms. Fiorina, Mr.
Wayman and HP's other executive officers and directors in the Merger by reading
the amended preliminary joint proxy statement/prospectus filed with the SEC on
January 14, 2002 and the definitive joint proxy statement/prospectus when it
becomes available.
Pursuant to an engagement letter dated July 25, 2001, HP retained Goldman, Sachs
& Co. ("Goldman Sachs") to act as its financial advisor in connection with the
Merger. In connection with the engagement of Goldman Sachs as financial advisor,
HP anticipates that employees of Goldman Sachs may communicate in person, by
telephone or otherwise with certain institutions, brokers or other persons who
are shareowners for the purpose of assisting in the solicitation of proxies in
favor of the Merger. Although Goldman Sachs does not admit that it or any of its
directors, officers, employees or affiliates is a "participant," as defined in
Schedule 14A under the Securities and Exchange Act of 1934, as amended, or that
Schedule 14A requires the disclosure of certain information concerning them in
connection with the Merger, Gene Sykes (Managing Director), Matthew L'Heureux
(Managing Director), George Lee (Vice President) and Jean Manas (Vice
President), in each case of Goldman Sachs, may assist HP in the solicitation of
proxies in favor of the Merger.
Compaq and Michael D. Capellas, Compaq's Chairman and Chief Executive Officer,
and certain of Compaq's other executive officers and directors may be deemed to
be participants in the solicitation of proxies from the shareowners of Compaq
and HP in favor of the Merger. The other executive officers and directors of
Compaq who may be participants in the solicitation of proxies in connection with
the Merger have not been determined as of the date of this filing. A description
of the interests of Mr. Capellas and Compaq's other executive officers and
directors in Compaq is set forth in the proxy statement for Compaq's 2001 Annual
Meeting of Shareholders, which was filed with the SEC on March 12, 2001.
Investors and security holders may obtain more detailed information regarding
the direct and indirect interests of Mr. Capellas and Compaq's other executive
officers and directors in the Merger by reading the amended preliminary joint
proxy statement/prospectus filed with the SEC on January 14, 2002 and the
definitive joint proxy statement/prospectus when it becomes available.
* * * * *