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.
On December 7, 2001, HP and Compaq issued the following joint press release:
[HP INVENT LOGO] [COMPAQ LOGO]
HP AND COMPAQ ISSUE JOINT STATEMENT IN RESPONSE TO
PACKARD FOUNDATION ANNOUNCEMENT
PALO ALTO, Calif. and HOUSTON, Dec. 7, 2001 -- Hewlett-Packard Company
(NYSE:HWP) and Compaq Computer Company (NYSE:CPQ) jointly issued the following
statement:
We are disappointed by the Packard Foundation's preliminary decision.
Nevertheless, our responsibility to shareowners, customers and employees
requires that we maintain a pragmatic view of the business and a focus on the
future. Our firm commitment to this merger stems from our conviction that it
will deliver the industry leadership and earnings growth our shareowners expect
and our employees deserve.
Over the coming weeks and months, we intend to continue communicating its merits
to our broad shareowner base.
ABOUT HP
Hewlett-Packard Company -- a leading global provider of computing and imaging
solutions and services -- is focused on making technology and its benefits
accessible to all. HP had total revenue from continuing operations of $45.2
billion in its 2001 fiscal year. Information about HP and its products can be
found on the World Wide Web at www.hp.com.
ABOUT COMPAQ
Compaq Computer Corporation is a leading global provider of enterprise
technology and solutions. Compaq designs, develops, manufactures and markets
hardware, software, solutions and services, including industry-leading
enterprise storage and computing solutions, fault-tolerant business-critical
solutions, communication products, and desktop and portable personal computers
that are sold in more than 200 countries. Information on Compaq and its products
and services is available at www.compaq.com.
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
On November 15, 2001, HP filed a Registration Statement with the SEC containing
a preliminary joint proxy statement/prospectus regarding the Merger. Investors
and security holders of HP and Compaq are urged to read the preliminary joint
proxy statement/prospectus filed with the SEC on November 15, 2001 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
preliminary joint proxy statement/prospectus filed with the SEC on November 15,
2001, 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 stockholders 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 Stockholders, 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 preliminary joint proxy statement/prospectus filed with the SEC on November
15, 2001 and the definitive joint proxy statement/prospectus when it becomes
available.
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 stockholders 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 Stockholders, 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 preliminary joint proxy
statement/prospectus filed with the SEC on November 15, 2001 and the definitive
joint proxy statement/prospectus when it becomes available.
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FORWARD LOOKING STATEMENT
This news release contains forward-looking statements that involve risks,
uncertainties and assumptions. All statements other than statements of
historical fact are statements that could be deemed forward-looking statements.
For example, statements of expected synergies, accretion, timing of closing,
industry ranking, execution of integration plans and management and
organizational structure are all forward-looking statements. Risks,
uncertainties and assumptions include the possibility that the market for the
sale of certain products and services may not develop as expected; that
development of these products and services may not proceed as planned; that the
transaction does not close or that the companies may be required to modify
aspects of the transaction to achieve regulatory approval; or that prior to the
closing of the proposed merger, the businesses of the companies suffer due to
uncertainty; that the parties are unable to transition customers, successfully
execute their integration strategies, or achieve planned synergies; 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 Oct. 31, 2000, and subsequently filed reports); and other risks that
are described from time to time in Compaq's Securities and Exchange Commission
reports (including but not limited to the annual report on Form 10-K for the
year ended December 31, 2000, and subsequently filed reports). If any of these
risks or uncertainties materializes or any of these assumptions proves
incorrect, HP's and Compaq's results could differ materially from HP's and
Compaq's expectations in these statements. HP and Compaq assume no obligation
and do not intend to update these forward-looking statements.
PRESS CONTACTS
For HP:
Rebeca Robboy
+1 650 857 2064
rebeca_robboy@hp.com
For Compaq:
Arch Currid
+1 281 414 6919
arch.currid@compaq.com
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