SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
HEWLETT-PACKARD COMPANY
-------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
428236103
-------------------------------------------------------------
(CUSIP Number)
STEPHEN C. NEAL
KEITH A. FLAUM
COOLEY GODWARD LLP
5 PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306-2155
(650)843-5000
-------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 5, 2001
-------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [X]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on the following pages)
PAGE 1 OF 20 PAGES
----------------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
CUSIP NO. 428236103 13D PAGE 2 OF 20 PAGES
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1 NAME OF REPORTING PERSONS
WALTER B. HEWLETT
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
439,334
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 87,291,553 -- see Item 5
OWNED BY ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 439,334
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
87,291,553 -- see Item 5
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,730,887 -- see Item 5
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5% -- see Item 5
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP NO. 428236103 13D PAGE 3 OF 20 PAGES
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
EDWIN E. VAN BRONKHORST
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
176
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 90,689,383 -- see Item 5
OWNED BY ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 176
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
90,689,383 -- see Item 5
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,689,559 -- see Item 5
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% -- see Item 5
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP NO. 428236103 13D PAGE 4 OF 20 PAGES
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
ELEANOR HEWLETT GIMON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,793,400
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 398,400 -- see Item 5
OWNED BY ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,793,400
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
398,400 -- see Item 5
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,191,800 -- see Item 5
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% -- see Item 5
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP NO. 428236103 13D PAGE 5 OF 20 PAGES
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
MARY HEWLETT JAFFE
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
640,435
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,186,310 -- see Item 5
OWNED BY ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 640,435
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,610,910 -- see Item 5
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,826,745 -- see Item 5
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% -- see Item 5
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP NO. 428236103 13D PAGE 6 OF 20 PAGES
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $0.01 par value per
share (the "Common Stock"), of Hewlett-Packard Company, a Delaware corporation
("Hewlett-Packard"). The principal executive offices of Hewlett-Packard are
located at 3000 Hanover Street, Palo Alto, California 94304.
ITEM 2. IDENTITY AND BACKGROUND
(a) The names of the reporting persons are Walter B. Hewlett, Edwin E. van
Bronkhorst, Eleanor Hewlett Gimon and Mary Hewlett Jaffe.
(b) The business address for all of the reporting persons is c/o Los Trancos
Management, LLC, 1501 Page Mill Road, MS 3U-10, Palo Alto, California 94304.
(c) Mr. Hewlett is an independent software developer. He is a member of the
Boards of Directors of Hewlett-Packard and Agilent Technologies, Inc. He is
a member of the Board of Overseers of Harvard University. Mr. Hewlett is
Chairman of Vermont Telephone Company of Springfield, Vermont and a director
of the Center for Computer Assisted Research in Humanities. The principal
business address for Vermont Telephone Company is 354 River Street,
Springfield, Vermont 05156.
Mr. van Bronkhorst, who was formerly the Chief Financial Officer of
Hewlett-Packard, is currently retired.
Ms. Gimon is a homemaker.
Ms. Jaffe is a community volunteer.
(d) During the last five years, none of the reporting persons has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the reporting persons has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws was issued or a finding of any
violation with respect to such laws was made.
(f) Each reporting person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Walter B. Hewlett, Eleanor Hewlett Gimon and Mary Hewlett Jaffe are children of
William R. Hewlett, one of the founders of Hewlett-Packard. Walter B. Hewlett,
Eleanor Hewlett Gimon and Mary Hewlett Jaffe, together with the trusts and
foundations referred to below, received their shares of Hewlett-Packard Common
Stock through various gifts and purchases throughout their lives. Edwin E. van
Bronkhorst acquired his 176 shares of Hewlett-Packard Common Stock a number of
years ago by purchase or gift.
ITEM 4. PURPOSE OF TRANSACTION
This filing on Schedule 13D has been made because Walter B. Hewlett, Eleanor
Hewlett Gimon, Mary Hewlett Jaffe and The William R. Hewlett Revocable Trust
(the "Trust") have publicly stated their opposition to the proposed merger
involving Hewlett-Packard and Compaq Computer Corporation (the "Proposed
Merger"), and thus may be deemed to hold shares of Hewlett-Packard Common Stock
with a purpose or effect of changing or influencing control of Hewlett-Packard.
The reporting persons, however, do not concede that they hold shares of Common
Stock with such a purpose or effect. Additionally, because a press release was
issued on November 6, 2001 announcing that Walter B. Hewlett, Eleanor Hewlett
Gimon, Mary Hewlett Jaffe and the Trust intended to vote their shares of
Hewlett-Packard Common Stock against the Proposed Merger, it could be alleged
that a "group" has been formed within the meaning of Rule 13d-5(b)(1) of the
Securities Exchange Act of 1934 (the "Exchange Act").
CUSIP NO. 428236103 13D PAGE 7 OF 20 PAGES
While none of the reporting persons concedes that such a "group" has been
formed, this filing is being made as if such a "group" exists to ensure
compliance with the Exchange Act. The reporting persons plan to continue to
oppose the Proposed Merger.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
According to Hewlett-Packard's Quarterly Report on Form 10-Q for the quarter
ended July 31, 2001 filed on September 14, 2001, there were 1,940,026,955 shares
of Common Stock issued and outstanding. Except as provided in the preceding
sentence, the information contained in this Item 5 is as of November 5, 2001.
Walter B. Hewlett
(a) Number of shares beneficially owned: 87,730,887 (4.5% of the Common Stock).
(b) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 439,334
(ii) Shared power to vote or to direct the vote: 87,291,553
(iii) Sole power to dispose or to direct the disposition of: 439,334
(iv) Shared power to dispose or to direct the disposition of: 87,291,553
Of the shares beneficially owned by Walter B. Hewlett as of November 5,
2001:
- he had sole voting and dispositive authority over (i) 401,896 shares
which he personally owned, (ii) 20,198 shares purchasable pursuant to
options exercisable within 60 days, and (iii) 17,240 shares that he
held as custodian for his children
- he shared voting and dispositive authority, as a trustee, with
co-trustee Edwin E. van Bronkhorst over 84,802,148 shares held by the
Trust (see Item 2 for information relating to Mr. van Bronkhorst's
identity and background)
- as a director of the Public Policy Institute of California ("PPIC"),
he had shared voting and dispositive authority with the other
directors of the PPIC over the 768,520 shares held by the PPIC (see
Schedule I for information relating to the other directors of the
PPIC with whom Walter B. Hewlett shares voting and dispositive
authority)
- as an executor of the Estate of William R. Hewlett, he shared voting
and dispositive authority with co-executor Edwin E. van Bronkhorst
over 1,720,885 shares held by the Estate of William R. Hewlett (see
Item 2 for information relating to Mr. van Bronkhorst's identity and
background)
Other than the 401,896 shares personally owned by him and the 20,198 shares
purchasable pursuant to options exercisable within 60 days, Walter B.
Hewlett disclaims beneficial ownership of all shares he beneficially owns as
he has no economic interest in any such shares.
In addition to the foregoing, The William and Flora Hewlett Foundation (the
"Foundation") beneficially owns 29,972,840 shares of Common Stock. Mr.
Hewlett is a director of the Foundation; however, he does not have voting or
dispositive authority over the shares held by the Foundation, as voting and
dispositive power is exercised by an independent stock committee. Mr.
Hewlett is not a member of the independent stock committee.
In addition to the foregoing, Walter B. Hewlett is a director of the Packard
Humanities Institute (the "Packard Institute"), which owns 25,760,000 shares
of Hewlett-Packard Common Stock. Mr. Hewlett has irrevocably agreed to
abstain from voting as a director of the Packard Institute with respect to
the voting or disposition of such shares until the later of (i) 90 days from
November 13, 2001, or (ii) the date on which the Proposed Merger terminates
or closes.
CUSIP NO. 428236103 13D PAGE 8 OF 20 PAGES
Walter B. Hewlett has not engaged in any transactions in the Common Stock
during the past 60 days.
(c) Other than as described above in this Item 5, no person has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock beneficially owned by Walter B.
Hewlett.
(d) Not applicable.
Edwin E. van Bronkhorst
(a) Number of shares beneficially owned: 90,689,559 (4.7% of the Common Stock).
(b) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 176
(ii) Shared power to vote or to direct the vote: 90,689,383
(iii) Sole power to dispose or to direct the disposition of: 176
(iv) Shared power to dispose or to direct the disposition of: 90,689,383
Of the shares beneficially owned by Edwin E. van Bronkhorst as of
November 5, 2001:
- he held sole voting and dispositive authority over 176 shares
personally owned by him.
- he shared voting and dispositive authority, as a trustee, with
co-trustee Walter B. Hewlett over 84,802,148 shares held by the Trust
(see Item 2 for information relating to Walter B. Hewlett).
- he shared voting and dispositive authority, as a trustee, over
2,166,000 shares held by The Flora L. Hewlett Trust (see Schedule II
for information relating to the other trustees of The Flora L.
Hewlett Trust with whom Mr. van Bronkhorst shares voting and
dispositive authority)
- he shared voting and dispositive authority, as a trustee, over
1,601,950 shares held in trust for Mary Hewlett Jaffe (see Schedule
III for information relating to the other trustees of the Mary
Hewlett Jaffe Revocable Trust) with whom Mr. van Bronkhorst shares
voting and dispositive authority
- he shared voting and dispositive authority, as a trustee, with
co-trustee Eleanor Hewlett Gimon over 398,400 shares held in trust
for Eleanor Hewlett Gimon (see Item 2 for the information relating to
Eleanor Hewlett Gimon)
- as an executor of the Estate of William R. Hewlett, he shared voting
and dispositive authority with co-executor Walter B. Hewlett over
1,720,885 shares held by the Estate of William R. Hewlett (see Item 2
for information relating to Walter B. Hewlett's identity and
background)
Other than the 176 shares personally owned by him, Edwin E. van Bronkhorst
disclaims beneficial ownership of all shares he beneficially owns as he has
no economic interest in any such shares.
In addition to the foregoing, Edwin E. van Bronkhorst is a director of the
Packard Institute, which owns 25,760,000 shares of Hewlett-Packard Common
Stock. Mr. van Bronkhorst has irrevocably agreed to abstain from voting as a
director of the Packard Institute with respect to the voting or disposition
of such shares until the later of (i) 90 days from November 13, 2001, or
(ii) the date on which the Proposed Merger terminates or closes.
(c) Edwin E. van Bronkhorst has not engaged in any transactions in the Common
Stock during the past 60 days.
(d) Other than as described above in this Item 5, no person has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock beneficially owned by Edwin E.
van Bronkhorst.
CUSIP NO. 428236103 13D PAGE 9 OF 20 PAGES
(e) Not applicable.
Eleanor Hewlett Gimon
(a) Number of shares beneficially owned: 2,191,800 (0.1% of the Common Stock)
(b) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,793,400
(ii) Shared power to vote or to direct the vote: 398,400
(iii) Sole power to dispose or to direct the disposition of: 1,793,400
(iv) Shared power to dispose or to direct the disposition of: 398,400
Of the shares beneficially owned by Eleanor Hewlett Gimon as of November 5,
2001:
- she had sole voting and dispositive authority over 1,793,400 which
she personally owned
- she shared voting and dispositive authority, as a trustee, with
co-trustee Edwin E. van Bronkhorst over 398,400 held by the Eleanor
Hewlett Gimon Revocable Trust (see Item 2 for information relating to
Edwin E. van Bronkhorst)
In addition to the foregoing, the Foundation beneficially owns 29,972,840
shares of Common Stock. Ms. Gimon is a director of the Foundation; however,
she does not have voting or dispositive authority over the shares held by
the Foundation, as voting and dispositive power is exercised by an
independent stock committee. Ms. Gimon is not a member of the independent
stock committee.
(c) Eleanor Hewlett Gimon has not engaged in any transactions in the Common
Stock during the past 60 days.
(d) Other than as described above in this Item 5, no person has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock beneficially owned by Eleanor
Hewlett Gimon
(e) Not applicable.
Mary Hewlett Jaffe
(a) Number of shares beneficially owned: 4,826,745 (0.2% of the Common Stock)
(b) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 640,435
(ii) Shared power to vote or to direct the vote: 4,186,310
(iii) Sole power to dispose or to direct the disposition of: 640,435
(iv) Shared power to dispose or to direct the disposition of: 1,610,910
Of the shares beneficially owned by Mary Hewlett Jaffe as of November 5,
2001:
- she had sole voting and dispositive authority over (i) 629,520 shares
that she personally owned and (ii) 10,915 shares she held as
custodian for her son under the Uniform Transfer to Minors Act
CUSIP NO. 428236103 13D PAGE 10 OF 20 PAGES
- she shared voting and dispositive authority with her husband, Richard
L. Jaffe, over 8,960 shares she owned as tenants in common with her
husband (See Schedule IV for information relating to Richard L.
Jaffe)
- as a director of the Flora Family Foundation (the "FFF"), she shared
voting authority with the other FFF directors over 2,575,400 shares
held by the FFF; dispositive authority over these shares has been
delegated to a committee of which Ms. Jaffe is not a member (see
Schedule V for information relating to the other directors of the FFF
with whom Ms. Jaffe shares voting authority)
- she shared voting and dispositive authority, as a trustee, with
co-trustees Susan S Briggs and Edwin E. van Bronkhorst over 1,601,950
held by the Mary Hewlett Jaffe Revocable Trust (see Item 2 for
information relating to Edwin E. van Bronkhorst and Schedule III for
information relating to Susan S. Briggs)
As of November 5, 2001, Mary Hewlett Jaffe disclaimed beneficial ownership
of the following shares due to her lack of economic interest in such shares:
- the 10,915 shares she held as custodian for her son
- the 2,575,400 shares held by the FFF
In addition to the foregoing, the Foundation beneficially owns 29,972,840
shares of Common Stock. Ms. Jaffe is a director of the Foundation; however,
she does not have voting or dispositive authority over the shares held by
the Foundation, as voting and dispositive power is exercised by an
independent stock committee. Ms. Jaffe is not a member of the independent
stock committee.
(c) Mary Hewlett Jaffe has not engaged in any transactions in the Common Stock
during the past 60 days.
(d) Other than as described below in this Item 5, no person has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock beneficially owned by Mary
Hewlett Jaffe.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than as described above, to each reporting person's knowledge, there are
no contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of Hewlett-Packard, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Joint Filing Statement attached as Exhibit A.
Agreement of Walter B. Hewlett with respect to shares held by the Packard
Institute attached as Exhibit B.
Agreement of Edwin E. van Bronkhorst with respect to shares held by the Packard
Institute attached as Exhibit C.
CUSIP NO. 428236103 13D PAGE 11 OF 20 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATE: November 14, 2001 WALTER B. HEWLETT
/s/ Walter B. Hewlett
-----------------------------
EDWIN E. VAN BRONKHORST
/s/ Edwin E. van Bronkhorst
-----------------------------
ELEANOR HEWLETT GIMON
/s/ Eleanor Hewlett Gimon
-----------------------------
MARY HEWLETT JAFFE
/s/ Mary Hewlett Jaffe
-----------------------------
CUSIP NO. 428236103 13D PAGE 12 OF 20 PAGES
EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached
Schedule 13D is filed on behalf of each of us.
DATE: November 14, 2001 WALTER B. HEWLETT
/s/ Walter B. Hewlett
-----------------------------
EDWIN E. VAN BRONKHORST
/s/ Edwin E. van Bronkhorst
-----------------------------
ELEANOR HEWLETT GIMON
/s/ Eleanor Hewlett Gimon
-----------------------------
MARY HEWLETT JAFFE
/s/ Mary Hewlett Jaffe
-----------------------------
CUSIP NO. 428236103 13D PAGE 13 OF 20 PAGES
EXHIBIT B
November 13, 2001
Packard Humanities Institute
300 Second Street, Suite 201
Los Altos, CA 94022
Ladies and Gentlemen:
In connection with the proposed merger involving Hewlett-Packard Company
("Hewlett-Packard") and Compaq Computer Corporation (the "Proposed Merger"), I
hereby irrevocably agree to abstain from voting as a director of the Packard
Humanities Institute with respect to the voting or disposition of the shares of
Hewlett Packard common stock owned by the Packard Humanities Institute until the
later of (i) 90 days from November 13, 2001, or (ii) the date on which the
Proposed Merger terminates or closes.
Very truly yours,
/s/ Walter B. Hewlett
Walter B. Hewlett
Director
Packard Humanities Institute
CUSIP NO. 428236103 13D PAGE 14 OF 20 PAGES
EXHIBIT C
November 13, 2001
Packard Humanities Institute
300 Second Street, Suite 201
Los Altos, CA 94022
Ladies and Gentlemen:
In connection with the proposed merger involving Hewlett-Packard Company
("Hewlett-Packard") and Compaq Computer Corporation (the "Proposed Merger"), I
hereby irrevocably agree to abstain from voting as a director of the Packard
Humanities Institute with respect to the voting or disposition of the shares of
Hewlett Packard common stock owned by the Packard Humanities Institute until the
later of (i) 90 days from November 13, 2001, or (ii) the date on which the
Proposed Merger terminates or closes.
Very truly yours,
/s/ Edwin E. van Bronkhorst
Edwin E. van Bronkhorst
Director
Packard Humanities Institute
CUSIP NO. 428236103 13D PAGE 15 OF 20 PAGES
SCHEDULE I
DIRECTORS OF PUBLIC POLICY INSTITUTE OF CALIFORNIA
PRINCIPAL OCCUPATION NAME AND ADDRESS
DIRECTOR OR EMPLOYMENT OF EMPLOYER
-------- -------------------- ----------------
Walter B. Hewlett See Item 2 See Item 2
Raymond L. Watson Vice Chairman of the Board The Irvine Company
Real Estate Firm 550 Newport Center Drive
P.O. Box 6370
Newport Beach, CA 92658-6370
William K. Coblentz Partner, Law Firm Coblentz, Patch, Duffy &
Bass, LLP
222 Kearny Street, 7th Floor
San Francisco, CA 94108-4510
David A. Coulter Vice Chairman, Banking Firm J.P. Morgan Chase & Co.
270 Park Avenue
New York, NY 10017-2070
Edward K. Hamilton Chairman, Real Estate Hamilton, Rabinovitz &
Consulting Firm Alschuler, Inc.
1790 Broadway, Suite 800
New York, NY 10019
David W. Lyon President and Chief Executive Public Policy Institute of
Officer California
Public Policy Institute of 500 Washington Street
California Suite 800
San Francisco, CA 94111
Cheryl White Mason Partner, Law Firm O'Melveny & Myers
400 South Hope Street
Los Angeles, CA 90071-2899
Arjay Miller Dean Emeritus Stanford Business School
Graduate School of Business 518 Memorial Way
Stanford University Stanford University
Stanford, CA 94305-5015
Ki Suh Park Design and Managing Partner Gruen Associates
Architecture Firm 6330 San Vicente Boulevard,
Los Angeles, CA 90048
A. Alan Post Former State Legislative Not applicable
Analyst
State of California
Cynthia A. Telles Department of Psychiatry Suite 2236
UCLA School of Medicine 300 Medical Plaza
UCLA School of Medicine
Los Angeles, CA 90024
CUSIP NO. 428236103 13D PAGE 16 OF 20 PAGES
Carol Whiteside President 911 13th Street
Great Valley Center Modesto, California 95354
Harold M. Williams Of Counsel 300 South Grand Avenue
Skadden, Arps, Slate, Meagher Los Angeles, CA 90071
& Flom LLP
To the knowledge of the reporting persons, during the last five years, none of
the persons named in this Schedule has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
To the knowledge of the reporting persons, during the last five years, none of
the persons named in this Schedule has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws was issued
or a finding of any violation with respect to such laws was made.
To the knowledge of the reporting persons, the persons referred to in the table
above are all citizens of the United States of America.
CUSIP NO. 428236103 13D PAGE 17 OF 20 PAGES
SCHEDULE II
TRUSTEES OF THE FLORA L. HEWLETT TRUST
PRINCIPAL OCCUPATION NAME AND ADDRESS
TRUSTEE OR EMPLOYMENT OF EMPLOYER
------- -------------------- ----------------
Edwin E. van Bronkhorst See Item 2 See Item 2
Susan S. Briggs Partner, Law Firm McCutchen, Doyle,
Brown & Enersen, LLP
Three Embarcadero Center
San Francisco, CA 94111
Murray Dey Executive Vice President Mid-Peninsula Bank
420 Cowper Street
Palo Alto, CA 94301
To the knowledge of the reporting persons, during the last five years, none of
the persons named in this Schedule has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
To the knowledge of the reporting persons, during the last five years, none of
the persons named in this Schedule has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws was issued
or a finding of any violation with respect to such laws was made.
The persons referred to in the table above are all citizens of the United States
of America.
CUSIP NO. 428236103 13D PAGE 18 OF 20 PAGES
SCHEDULE III
TRUSTEES OF THE MARY HEWLETT JAFFE REVOCABLE TRUST
PRINCIPAL OCCUPATION NAME AND ADDRESS
TRUSTEE OR EMPLOYMENT OF EMPLOYER
------- -------------------- -----------------
Susan S. Briggs Partner, Law Firm McCutchen, Doyle,
Brown & Enersen, LLP
Three Embarcadero Center
San Francisco, CA 94111
Mary Hewlett Jaffe See Item 2 See Item 2
Edwin E. van Bronkhorst See Item 2 See Item 2
During the last five years, none of the persons named in this Schedule has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, none of the persons named in this Schedule has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws was issued or a finding of any violation with respect
to such laws was made.
The persons referred to in the table above are all citizens of the United States
of America.
CUSIP NO. 428236103 13D PAGE 19 OF 20 PAGES
SCHEDULE IV
IDENTITY AND BACKGROUND INFORMATION FOR RICHARD L. JAFFE
Mr. Jaffe is a self-employed architect. His address is c/o Los Trancos
Management, LLC, 1501 Page Mill Road, MS 3U-10, Palo Alto, California 94304.
During the last five years, Mr. Jaffe has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Mr. Jaffe has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws
was issued or a finding of any violation with respect to such laws was made.
Mr. Jaffe is a citizen of the United States of America.
CUSIP NO. 428236103 13D PAGE 20 OF 20 PAGES
SCHEDULE V
DIRECTORS OF FLORA FAMILY FOUNDATION
PRINCIPAL OCCUPATION NAME AND ADDRESS
DIRECTOR OR EMPLOYMENT OF EMPLOYER
-------- -------------------- ----------------
Susan S. Briggs Partner, Law Firm McCutchen, Doyle,
Brown & Enersen, LLP
Three Embarcadero Center
San Francisco, CA 94111
Benjamin Victor Hewlett Student Not applicable
David James Hewlett Student Not applicable
Sally M. Hewlett Community Volunteer Not applicable
Mary Hewlett Jaffe See Item 2 See Item 2
Sarah Ann Jaffe Student Not applicable
Dr. Herant A. Katchadourian Professor Stanford University
Palo Alto, CA 94305
President, The Flora 415 Cambridge Avenue, Suite 3
Foundation Palo Alto, CA 94306
The address for Benjamin Victor Hewlett, David James Hewlett, Sally M. Hewlett,
Mary Hewlett Jaffe and Sarah Ann Jaffe is c/o Los Trancos Management, LLC, 1501
Page Mill Road, MS 3U-10, Palo Alto, California 94304.
To the knowledge of the reporting persons, during the last five years, none of
the persons named in this Schedule has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
To the knowledge of the reporting persons, during the last five years, none of
the persons named in this Schedule has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws was issued
or a finding of any violation with respect to such laws was made.
To the knowledge of the reporting persons, the persons referred to in the table
above are all citizens of the United States of America.