Filed by Hewlett-Packard Company Pursuant to Rule 425
Under the Securities Act of 1933
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.
The following is a message to HP employees from Robert P. Wayman, HP's Executive
Vice President, Finance and Administration and Chief Financial Officer. This
message was also posted on HP's internal web site.
EMPLOYEE MESSAGE
Hello, this is Bob Wayman.
I want to take a few moments to address three very serious matters. First, many
of you may know that one of my private voicemail messages was leaked to the San
Jose Mercury News in recent days. This act represents the unauthorized
distribution of confidential company information. Not only do I feel personally
violated, but it is illegal and damaging to the company and your fellow
employees. We are vigorously investigating this breach along with others that
have occurred in recent weeks and we intend to prosecute these matters to the
fullest extent of HP policy and applicable law. It is absolutely essential, as
employees of HP, that we believe we can conduct business with confidentiality
and security. This kind of behavior must not and will not be tolerated.
The second matter I want to discuss is the allegation that HP coerced and
intimidated shareowners or improperly used corporate assets to secure votes.
Frankly, I find these allegations both insulting and infuriating. Neither Carly
nor I would ever act improperly in any business matter - much less use business
assets to secure votes.
In the final days of this proxy contest, we went to great lengths to ensure that
investors heard and understood our case, particularly those who we thought might
be leaning against the merger. That is what we as directors of this company are
paid to do. It is our responsibility and our fiduciary duty. It is common
practice in contested proxy fights that those conversations go up until the very
last minute. We spent countless hours presenting the business value of our
position up until every vote was cast, but we never, ever crossed any ethical or
legal lines. The only good news about participating in a trial is that the facts
will come out, the truth will be heard and our honor will be restored.
The third matter I want to discuss relates to support for our leadership. I am
convinced there is no harder working CEO at any company, anywhere. Carly works
courageously and tirelessly on behalf of this company and all of its
constituents. While many of you don't have the opportunity to see it up close, I
do, every day. It's time that we embrace this company's future and give our
leadership our full support.
After 30 years with this great company, I'm not about to let recent events get
in the way of what I believe is a very bright future for HP. I'd like to ask
your support in helping me and other members of the management team move forward
as a cohesive team and seize this opportunity to lead the industry again.
Thank you.
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 predictions regarding the
outcome and certification of the vote on the Merger or the closing of the
Merger; statements regarding future improvement of HP generally or specifically
its profitability, earnings, revenues, synergies, accretion or other financial
items; statements about the plans, strategies, and objectives of management for
future operations, including the execution of integration and restructuring
plans; any statements concerning proposed new products, services, developments
or industry rankings; statements regarding future economic conditions or
performance; statements of belief; and statements of assumptions underlying any
of the foregoing.
The risks, uncertainties and assumptions referred to above include the actual
certified results of the vote on the proposal to issue shares of HP common stock
in connection with the Merger; 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.
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