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 an address presented by Carleton S. Fiorina, HP's Chairman of
the Board and Chief Executive Officer, at the LinuxWorld Conference in New York,
New York. The address is posted on HP's internal web site.
FUELING INNOVATION AND OPPORTUNITY WITH LINUX
REMARKS BY CARLY FIORINA
Thank you, Kelly, and good morning everyone.
It's great to be here at LinuxWorld, because you look at the thousands of names
registered for this conference and realize that a decade ago, this conference
couldn't have happened at all, because this movement literally didn't exist. But
here we all are - challenging conventional wisdom and changing the world all at
the same time.
It's ironic to be talking about such an expansive, open movement in a conference
center, constrained by these four walls, because walls suggest limits. Over the
past 10 years, we've proven that the inventive spirit that fuels this movement
knows no limits. To me, this whole conference is a tribute to the power and the
promise of an idea. We are part of a vanguard of pioneers and innovators who
have accelerated an idea and turned it into an undeniable force.
The Linux movement is based on openness, on the idea -- and the evidence -- that
the achievement of our collective work is greater than the sum of individual
efforts. That everyone benefits when everyone else advances. That you know your
needs best - and that you don't have to find a way to fit your needs into an
existing system, but have the freedom to build a system to fit your needs.
Linux is the democratization of the innovation of technology.
Like many of you, the HP team is here this week to recognize and celebrate with
our customers ... our partners ... and the open source development community
... the remarkable progress that Linux has achieved thus far and
to ask the question: What's next?
By every estimate, this is the breakout year for Linux. It's on everyone's
"watch" list. IDC believes this is the year that Linux solidifies its role in
the enterprise. And even in these uncertain market conditions, Gartner projects
that Linux revenue will grow this year by 50 percent.
If you look at the past decade of Linux evolution, it's a testament to the
vision and initiative of people like Richard Stallman and Linus Torvalds, and
the perseverance of the technologists and business people they've inspired, that
Linux has been able to stay true to the spirit of its revolutionary roots while
developing into a solution that can meet the needs of big businesses.
As you make your way through the sea of exhibits and tradeshow booths, you'll no
doubt notice how much influence Linux is having on new kinds of consumer
applications. This is an interesting and important development because it offers
new outlets for innovation, new ways to create value for customers, and more
economic opportunity for those of us who provide Linux-based solutions. This is
an important milestone in the mainstreaming of Linux.
Like the Web itself, Linux is an open source technology that spawned an entire
industry--and that continues to be improved by smart minds collaborating all
over the world.
It draws on the genius of individual developers, researchers and engineers who
can be found in universities, within technical businesses, at customer sites,
and in home offices plastered with penguin images.
It is enriched by the "what if" thinking of small teams at work in places such
as Brazil, China, France and Germany as well as in Silicon Valley, North
Carolina and in virtual communities all across the Internet.
It gains perspective from organizations and individuals seeking to help
developing nations deploy a more affordable IT infrastructure.
And we see HP's role as helping to increase Linux's credibility in the business
world. One of the primary motivations of HP's merger with Compaq is our deeply
shared belief in standards-based platforms and technologies, and the
contributions of the open source movement in helping customers take full
advantage of these platforms.
By joining forces with Compaq, we are more powerfully positioned to lead the
march toward open-standards and Linux then either company could on its own. We
have an unwavering commitment to do our part to help Linux continue to mature as
a platform, and we look forward to continuing to participate and contribute
within the development community.
In my time with you today, I want to focus on three aspects of the Linux
experience:
First, let's look at HOW CUSTOMERS ARE USING LINUX to solve real-world problems
today. Because despite the occasional survey that says Linux is not taking hold
in the enterprise, the truth is its presence in the enterprise has gone up
significantly over the past year, and the number of applications and markets
where Linux is the preferred choice is growing.
Second, we'll look at the STATE OF THE INDUSTRY, particularly those areas where
we can apply more energy to move Linux forward. We have a solid foundation to
build from, and it's important as we pursue our goals for the
future, that we are consciously and deliberately addressing the open issues.
And finally, I'll update you on some of the SPECIFIC AREAS WHERE HP IS FOCUSING
ITS ENERGIES ON ADVANCING LINUX. Linux is one of the three strategic operating
environments that we have adopted to help customers build the flexible kind of
IT infrastructures they need to increase their competitiveness.
So let's begin by talking about customers: their needs, their desires, and how
Linux is helping them achieve efficiencies never before possible.
Customers today are finding that when they want to solve real problems, when
they want to bring invention to life, Linux is often their solution. Let's hear
from a few of HP's customers who have had great success with Linux recently:
[CUSTOMER VIDEO PLAYS]
These representatives from the business community aren't supporting Linux
because it's popular ... they're doing it because it meets their needs and those
of their customers, and they're putting their money where their mouth is.
There's another customer I want to mention who's been achieving great things
with Linux. This is a customer that reminds me of HP's very first customer, and
the spirit of invention and boldness that is at the core of what Linux is all
about.
This humble box was Hewlett-Packard's first real product ... our first
invention. It is an audio oscillator, developed by Bill Hewlett more than 60
years ago. Bill came up with this design in 1938 when he was part of a group of
Stanford engineering students doing a project to develop laboratory equipment
applications for negative feedback.
This invention represented the first practical, low-cost method of generating
high-quality audio frequencies needed in communications, geophysics, medicine
and defense work. Bill Hewlett and his business partner Dave Packard named it
the HP Model 200A, because they thought the name would make people think their
company had been around for a while.
Their strategy seemed to work. Because the Model 200A attracted a team at Walt
Disney Company, a group of renegade engineers that had a vision for a different
kind of movie. They were frustrated because their new film would completely tax
the sound equipment of the day. They wanted to present it in a sort of 1940s
version of SurroundSound, in just twelve exclusive theaters around the country,
so that the experience of hearing the soundtrack would be like attending a live
musical performance.
But there was no way to test the various channels, recording equipment, and
speaker systems in the theaters.
There was no way, that is, until Disney invited Bill and Dave to a meeting to
present their invention.
Bill & Dave's Model 200A resistance-capacity oscillator gave Disney a way to
achieve their vision ... to make the seminal works of composers Tchaikovsky,
Beethoven, Stravinsky and others accessible to movie-goers in all of their rich,
full-bodied glory.
The film, of course, turned out to be Fantasia. And Disney became the first
customer of a company called HP.
The world has changed a lot since the days of Fantasia. Inventions build on
other inventions ... and today an invention called Linux is once again
transforming the entertainment space in the area of digital entertainment.
In fact, in the summer of 2000, another group of animation engineers, at a
different entertainment company, gathered to solve a problem. This team had a
technology challenge: they wanted to figure out how to port their entire
proprietary system over to Linux. They wanted to complete the first film
production to use wide scale Linux on the desktop and in the data center, in
time for release on Memorial Day weekend, 2001.
These engineers were from a company called DreamWorks SKG. And they're doing
amazing things with Linux - take a listen.
[VIDEO PLAYS]
Clearly, Linux has proven
it has the potential to enliven the spirit of innovation inside a company.
At HP, we want to continue to support this spirit through a living lab
environment ... so just as a lucky meeting between two engineers at HP and a
team at Disney spawned something great sixty years ago ... another lucky meeting
between modern-day HP engineers and the DreamWorks team helped clear a huge
technology hurdle.
Today, HP is announcing an expanded relationship with DreamWorks that touches on
all aspects of invention that Linux helps bring to life.
HP and DreamWorks have entered into a three-year strategic alliance in which HP
will be the sole "preferred technology provider" for DreamWorks' core
technology purchases. This includes PC workstations, servers, printers, laptops,
handhelds, infrastructure software and services.
My colleague at DreamWorks, Jeffrey Katzenberg, has a few thoughts on this
collaboration as well.
[KATZENBERG VIDEO PLAYS]
This partnership is also setting an industry first. We'll be collaborating
tightly with DreamWorks engineers to optimize its animation software for the
IA-64 architecture. This would be the world's first Linux IA-64 render farm,
enabling DreamWorks' artists the ability to create larger, more complex images
well ahead of the rest of the industry.
All of this was spawned by one company's steadfast belief that Linux would help
them achieve efficiencies and breakthroughs that they weren't able to before.
Clearly, Linux has already established itself as a core part of Internet
infrastructure applications in the areas of web serving, file and print serving,
and in single-purpose applications such as firewall, caching, and VPN
On the server front, Giga Group estimates that about 30% of the servers shipped
worldwide are running Linux. And both IDC and Giga expect revenues from Linux to
be in the $10 billion range in 3-5 years.
Linux also has a strong following in technical computing markets including
scientific engineering, software development, life sciences, EDA, oil and gas,
and as we just saw, media and entertainment.
We're finding Linux is gaining traction with service providers and network
equipment providers as well. And interest is growing from financial services
companies - I suspect there are a number of folks representing Wall Street and
the financial services industry here today - as well as with retail and public
sector customers.
Let me share just a few of the ways customers are deploying Linux today in some
of these environments:
In Brazil, we're helping HSBC to automate its bank branch operations throughout
that country. HSBC is one of the world's largest financial services companies
... the solution consists of about 1,800 HP Netservers, the Apache web server,
support, and custom software developed by HP. The customer was attracted by the
flexibility and the independence of the hardware from the operating system, and
by the cost savings and time-to-market advantages for future enhancements.
Like other technologies, Linux should not be seen as a catch-all for every need
a customer may have; in fact, we are finding server combinations of Linux and
Unix are a popular mix. We heard a bit about Amazon.com's Linux initiative in
the video, but you've likely seen the reports about how this company is relying
on Linux-based solutions to help it meet its goals to reduce computing costs
while maintaining a highly available and reliable infrastructure. Amazon said
they were able to save $17 million by moving to HP platforms and Linux. Their
solution includes a combination of Linux Web servers and HP-UX high-availability
clusters ... as well as migration and deployment services.
Earlier, I mentioned the increased Linux interest coming from Internet Service
Providers. As one example, ViaWest Internet Services was looking for a flexible,
easy-to-maintain and cost-effective solution for its web-hosting environment.
Reliability and long-term operational efficiency were key requirements. They're
using HP Netservers running Linux and were able to achieve their goal of
offering
a high level of service at a lower cost. They were also pleased with the
dramatically simplified hardware migration that was involved.
Here's another example from the video: Speedera Networks is a global provider of
Internet content delivery services, from streaming media to encrypted data to
rich graphics. They're based in the Silicon Valley. Their "must haves" included
a flexible development environment; a large, highly available backend database;
and the ability to cost effectively establish and manage a worldwide network.
They use a combination of Netservers running Linux with HP-UX systems as well as
HP remote control cards and services to assist in the global deployment. As a
result, Speedera is able to handle more traffic on its network while realizing
improved price/performance, superior manageability, and reduced time commitment
thanks to turnkey logistical services. The company is able to operate a robust
and efficient network using an operating system that requires the least amount
of resources.
These examples highlight just a few of the ways companies today are integrating
Linux into the fabric of their infrastructure. Now I'd like to take a brief look
at our industry, and what more we can do to make it easy for these and other
customers to integrate Linux in the enterprise.
As 2001 came to a close, a number of pundits, columnists, and community members
from across the Linux world weighed in on the state of the Linux industry. Some
sentiments dealt with the irony of the economic downturn. On the one hand,
venture capital is hard to come by, and we're already seeing consolidations and
some Linux startup failures. On the other hand, customers are feeling the pinch,
and they are more open to considering Linux as they go in search of lower-cost
solutions.
None of us would have wished for the reality check we all got. But we are no
longer gripped by IPO euphoria. And we're reminded that customers, especially in
the enterprise, are looking to Linux because of its value, and not its
headlines.
There was also plenty of ink devoted to the issue of whether Linux is a threat
to Microsoft, or vice versa, and speculation about the impact of Linux on the
desktop. While I know this industry loves a good dogfight, the truth is our
collective energy can no doubt be put to better use.
The reality is that Microsoft solutions on industry-standard hardware are a
mainstay of many corporations, especially on the desktop, and will continue to
be so. Likewise, Linux solutions have found their way into a number of
mainstream enterprise applications, are already on the desktop in niche
applications, and will continue to make inroads.
HP offers both solutions, as well as HP-UX, because we see opportunity in
offering our customers what they want -- a choice of building blocks for their
heterogeneous environments. That's what we're about ... we're the company that
others come to when they want to run a multi-platform environment for
mission-critical services. Right now we're taking a pragmatic approach: the
question for us isn't "Will Linux dominate the world?" but "What part of the
world will Linux dominate?"
So let's look at the areas where our collective energy can be productively
applied? Here's what's on the top of my list:
o We need to continue the gains we've made to address ease of use,
installation, and management.
o We need to get everyone lined up behind the Linux Standard Base ... to
continue the work to ensure that the standards, tools and education are in
place to make seamless deployment a reality, and reduce the complexity for
users. The Free Standards Group this week is releasing LSB 1.1 as well as
The Linux Internationalization Initiative, which are important milestones
for increasing opportunity for distributors and making it easier for
developers to concentrate on meeting customer needs.
o As an industry, we need to organize and mobilize Linux support personnel.
The fact that they're so hard to find was the number one roadblock for
Linux adoption in the corporate world according to a recent electronic poll
by Network Computing.
o As Linux takes hold in specific application environments, the open source
community can serve as a catalyst to develop capabilities tuned for that
particular customer set. One such initiative for the telco space is being
launched today -- at an 11 o'clock press conference in fact -- by the Open
Source Development Lab, together with industry leaders and the open source
community. A Carrier Grade Linux Working Group has been put in place to
provide a forum for enhancing Linux for this market.
The group includes representatives from Alcatel, Cisco, HP, IBM, Intel,
MontaVista Software, Nokia, Red Hat and SuSe. OSDL is also looking for
participants to establish a similar working group to focus on Linux in the
data center.
o Beyond Linux, we need to resolve the royalty-free standards issue under
debate in the W3C and other standards organizations. In HP's view, even the
so-called "Reasonable and Non-Discriminatory" patent licensing would
distort the standards selection process to an unacceptable level for Web
infrastructure software standards. We continue to work as
part of the Patent Policy Working Group to draft a policy that requires the
W3C to endorse only those recommendations which can be used free of
royalties.
So, I'm here as a representative of Hewlett-Packard ...and I want to spend just
a few moments on what we think we can contribute to advancing Linux.
We're taking a comprehensive approach:
o We're providing sales, consulting, support and education to help build
trust in the Linux platform and protect companies' investments. This
includes porting, architecting, project management, installation,
education, training, tuning, administration, and ongoing support of Linux
systems. And we're announcing at the show that we have expanded our
consulting and outsourcing services around Linux.
o We certify hardware and provide support services for Linux distributors Red
Hat, Caldera, Turbolinux, SuSE, and Debian.
o Another way we're promoting Linux is through a robust development
environment, and middleware built on open standards ... including a new
Linux development platform for our OpenCall SS7 telco solution ... and an
HP Application Server that fully supports the Linux platform.
o We're engaging in partnerships with the open source community, which drives
a lot of the innovation, and then we distribute that innovation to
customers through our channels: through VARs, ISVs, IHVs, and OEMs.
o We're providing hardware that includes a security-enhanced platform like
the Itanium processor, as well as a wide range of security-enhanced
servers,
blade servers, appliances, workstations, storage media, printers,
business PCs, and telco racks.
o Besides security, we're focused on making Linux pervasive through our
Java-compatible Chai virtual machine software for Linux--which we call
ChaiLX--which has many potential applications in hardware such as set-top
box controllers, cellphones, PDAs, and new kinds of devices we'll all no
doubt be using in our cars, homes, and offices in the very near future.
When you visit the HP booth you can see a prototype handheld running
ChaiLX.
o We're also helping to ensure the enthusiastic adoption of Linux by
developing market solutions targeted at the key horizontal and vertical
markets I mentioned earlier, such as network equipment providers, and
particularly telecommunications customers. At the show we're announcing two
new carrier-grade servers for the telco industry.
For the service-provider market, we have extended our pay-per-use utility
pricing program to the Linux platform ... we pioneered this concept with
our Unix product line, then extended it to Windows and now Linux. It's a
way for service providers to manage their resources better by paying for
on-site capacity only when it is used, and lets them respond more
effectively to unexpected capacity spikes.
o Last, but certainly not least, we continue to take action to reinforce our
20-year commitment to open source standards and technologies...
Internally we have an Open Source Review Board, which we use to assess
whether or not we should open-source an existing product. Each initiative
is evaluated on a case-by-case basis.
As just one example, the board decided to open-source printer drivers for
our Deskjet business printers, and those drivers are now under the BSD
license.
One interesting side note is that because our customers see us as trusted
advocates for "openness," they've expressed an interest in having HP guide
other companies' Open Source policies as a consulting service ... we're
looking into that possibility.
I want to close my remarks with some additional perspective about our merger
with Compaq, because this is a combination that's good for Linux.
I want to tell you what I have been telling HP and Compaq customers: As this
merger goes forward, our strategic commitment at the operating system level is
to UNIX, Windows and Linux. This is in keeping with our intent to lead the
industry through its next inflection point - the accelerating shift toward
market-unifying architectures and approaches. Market-unifying standards such as
Itanium and Linux, and the inexorable march toward open source and open
connectivity standards. These will shift the underlying economics and the basis
of competition in this industry, leading to more competition, greater choice,
more flexibility for businesses, and better ease of use for consumers.
One of the aspects of merging with Compaq that our customers find most appealing
is that we are both committed to driving adoption of Linux on the Intel and
Itanium platforms. Together, we have an unbeatable R&D team with a focus on both
the enterprise and consumer. Together, we'll be in a position to help facilitate
progress in standards through our relationships with both the enterprise
developers and the open source community, and with customer relationships and
support, to help Linux continue to mature as a platform for the
enterprise. Together, we will be the systems provider with the wherewithal to
keep competing operating systems - competitive.
As you know, there is some spirited debate about the merger. There are people
who find change exciting; others find it exhausting. Some find it exhilarating;
others find it intimidating. Others know they will gain from it; some fear they
will lose from it.
Everyone who has made a contribution and an impact in this industry remembers
what it was like - at one time - to be an outsider with a big dream facing long
odds. And outsiders trying to fight their way in always think like inventors,
because the only way to get in is to make something better, faster, more
valuable. Picasso once said: "all children are artists, the challenge is how to
be an artist once you grow up." Our challenge is similar. It's how to think like
outsiders after we're insiders. Because the minute you start defending the way
things are instead of improving them, you've lost what got you where you are in
the first place.
History tells us that every invention, every major step forward, faces
opposition and that the future is anything but inevitable. Success is anything
but inevitable. This gathering ten years ago was anything but inevitable. For
evidence beyond this gathering, just look at the history of HP:
In 1940: Nobody's ever made an electronics firm work? Bill and Dave said fine.
We'll base our entire future on it.
In 1943: They said our company doesn't have any experience with frequency
devices? Fine. We'll build a device that jams enemy radar to help win the war.
In 1972: Nobody could figure out how to create a portable machine that does
complex math equations? Great. We'll build one small enough to fit in your
pocket.
In 1982: You say your documents are still hard to read? Okay. We'll make them
picture-quality - using lasers.
Every step along the way, there were skeptics who said: It won't work. It won't
sell. It won't succeed. It's never been done before.
And to every single person who said: it's never been done before, Bill and Dave
replied: Yes, but there's never been a company like HP before. They realized
that the real secret to their success didn't lay in their plants or their
products or their plans or their drill press: it lay in what hundreds of
inventors can do together - if you believe in their hopes and share their dreams
and let them make full use of their talent.
By joining with Compaq, we will greatly strengthen our enterprise computing
business, our IT services business, our PC business and our imaging and printing
business, so that we can provide the kind of end-to-end solutions that customers
increasingly demand. And near the top of that list of demands, is invention
around Linux.
The company that brought us the green ogre with the thick Scottish accent and
wicked sense of humor wants Linux. Companies that provide the dial tones when we
pick up the phone want Linux. And in between the two are thousands and thousands
more who are recognizing the power, the flexibility, and the smart economics
inherent in this platform ... and who are attracted to its openness, and the
inventive spirit that is at its foundation.
We cannot disappoint customers who are clamoring for Linux solutions. Standing
still is not, and will not, be our legacy--with Linux, or with any other
invention that has the potential to transform this industry, as we certainly
believe Linux does.
Which brings me to what I see as the real power of the Linux movement.
The secret to ITS success is based on a belief in what hundreds of thousands of
inventors can do together when you make full use of their talents. And here
again, just like all the other great inventions that came before it, like all
other great steps forward, the skeptics out there said: It won't work. It won't
sell. It can't be done. It won't succeed.
Your collective response: Never underestimate the power of a good idea.
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 HP's annual report on Form 10-K, as amended on January 30, 2002,
for the fiscal year ended October 31, 2001 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 HP's annual report
on Form 10-K, as amended on January 30, 2002, for the fiscal year ended October
31, 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.