Filed by Hewlett-Packard Company Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-6
Under the Securities Exchange Act of 1934
Subject Company: Compaq Computer Corporation
Commission File No.: 333-73454
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.
HEWLETT-PACKARD COMPANY
Dear Shareowner:
Please accept our thanks for sending in your WHITE Proxy Card.
To avoid any possible dispute as to the validity of your proxy for the reason(s)
indicated below, we are requesting that you sign, date and mail the enclosed
additional WHITE Proxy Card with the correction indicated below in the
self-addressed envelope provided for your convenience. This Proxy will
automatically revoke any previously granted proxy when it is returned.
[_] YOUR PREVIOUS WHITE PROXY WAS UNSIGNED. (If signing as attorney, executor,
administrator, personal representative of an estate, corporate officer,
partner, trustee, custodian or guardian, please sign and give your full
title as such.)
[_] YOUR PREVIOUS WHITE PROXY WAS UNDATED. (Please date, sign and return the
enclosed WHITE Proxy Card in the enclosed envelope.)
[_] YOUR PREVIOUS WHITE PROXY OMITTED YOUR TITLE OR AUTHORITY. (If signing as
attorney, executor, administrator, personal representative of an estate,
corporate officer, partner, trustee, custodian or guardian, please sign
and give your full title as such.)
[_] YOUR PREVIOUS WHITE PROXY, AS SIGNED, DID NOT CONFORM TO THE NAME SHOWN ON
THE PROXY. (Please date and sign the enclosed White proxy card exactly as
the registration appears on the proxy, including your full title if
signing other than in an individual capacity.) If the registration is in
the name of a custodian for the benefit of a minor, the custodian must
sign and indicate his/her capacity. If you are a beneficiary 18 years or
older, you may sign as long as you indicate your age.
[_] YOUR PREVIOUS WHITE PROXY WAS NOT SIGNED BY ALL JOINT OWNERS. (If shares
are registered in the name of more than one person, each such person
should sign the enclosed WHITE Proxy Card. If a joint tenant is deceased,
please indicate that you are the surviving joint owner.)
[_] YOUR PREVIOUS WHITE PROXY, AS MARKED, DID NOT CLEARLY SPECIFY YOUR
INSTRUCTIONS. Please sign, date and clearly mark your proxy.
[_] OTHER
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Since time is of the essence, we would greatly appreciate your signing, dating
and mailing the enclosed WHITE Proxy Card as soon as possible. Please mail it in
the envelope provided for your convenience. If you have any questions, please
call Innisfree M&A Incorporated, the firm assisting us, toll-free at
877-750-5836. Once again, we greatly appreciate your support.
Sincerely,
HEWLETT-PACKARD COMPANY
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 registration statement on
Form S-4 filed on February 5, 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 February 5, 2002, HP filed a registration statement with the SEC containing a
definitive joint proxy statement/prospectus regarding the Merger. Investors and
security holders of HP and Compaq are urged to read the definitive joint proxy
statement/prospectus filed with the SEC on February 5, 2002 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 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.