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 February 5, HP issued the following press release.
HP SETS MARCH 19 FOR SPECIAL MEETING OF SHAREOWNERS TO VOTE ON COMPAQ MERGER
PALO ALTO, Calif., Feb. 5, 2002 -- Hewlett-Packard Company (NYSE:HWP) today
announced that a special meeting of shareowners will be held on March 19, 2002
to vote on the proposal to approve the issuance of shares of HP common stock in
connection with the merger with Compaq Computer Corporation. HP shareowners at
the close of business on Jan. 28, 2002, will be entitled to vote on the
proposal.
HP also announced that the Securities and Exchange Commission today declared
effective the registration statement on Form S-4 containing the joint proxy
statement that will be mailed to HP shareowners in connection with the March 19
special meeting.
The HP special meeting of shareowners will be held at 8 a.m. PST on Tuesday,
March 19 at the Flint Center, 21250 Stevens Creek Blvd., Cupertino, Calif.
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 of $45.2 billion in its 2001 fiscal
year. Information about HP and its products can be found on the World Wide Web
at http://www.hp.com.
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Editorial Contacts:
Rebeca Robboy, HP
+1 650 857 2064
rebeca_robboy@hp.com
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Judy Radlinsky, HP
+1 650 857 5034
judy_radlinsky@hp.com
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This news release contains forward-looking statements that involve risks and
uncertainties, as well as assumptions that, if they never materialize or prove
incorrect, could cause the results of HP and its consolidated subsidiaries to
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 the
anticipated timing of meetings, filings, approvals and closings related to the
merger; statements of belief; and any statement of assumptions underlying any of
the foregoing. The risks, uncertainties and assumptions referred to above
include the risks relating to obtaining regulatory and shareowner approvals and
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,
as amended on January 30, 2002, for the fiscal year ended October 31, 2001, and
subsequently filed reports. 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 will be sent to the security holders
of HP and Compaq on or about February 6, 2002 seeking their approval of the
proposed transaction. 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 press release. 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 definitive joint proxy
statement/prospectus filed with the SEC on February 5, 2002.
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 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.
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 shareowners 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 press release. A
description of the interests of Mr. Capellas and Compaq's other executive
officers and directors in Compaq is set forth in Compaq's annual report on Form
10-K for the fiscal year ended December 31, 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 definitive joint proxy statement/prospectus filed with the
SEC on February 5, 2002.
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