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 November 6, 2001, HP issued the following press release.
HP Statement on Hewlett Announcement
PALO ALTO, Calif.--(BUSINESS WIRE)--Nov. 6, 2001--Hewlett-Packard Company issued
the following statement: While we regret very much the Hewlett family's
decision, we are not surprised. The HP Board of Directors and HP and Compaq
remain fully committed to the merger and expect shareholder approval. HP's S-4
registration statement will be filed within the next several days and will serve
as the basis for thoughtful shareowner evaluation.
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 $48.8
billion in its 2000 fiscal year. Information about HP and its products can be
found on the World Wide Web at http://www.hp.com.
Forward Looking Statements
This document 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 timing of filing of the registration
statement and expected receipt of shareowner approval are forward-looking
statements. Risks, uncertainties and assumptions include delays in filing of the
registration statement; the possibility that the Compaq transaction does not
close or that the companies may be required to modify aspects of the transaction
to achieve regulatory approval;
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 for the year ended Oct. 31, 2000, and subsequently filed reports). If
any of these risks or uncertainties materializes or any of these assumptions
proves incorrect, HP's results could differ materially from HP's expectations in
these statements. HP assumes no obligation and does not intend to update these
forward-looking statements.
Additional Information about the Merger and Where to Find It
HP and Compaq intend to file with the SEC a joint proxy statement/prospectus
and other relevant materials in connection with the Merger. The joint proxy
statement/prospectus will be mailed to the stockholders of HP and Compaq.
Investors and security holders of HP and Compaq are urged to read the joint
proxy statement/prospectus and the other relevant materials when they become
available because they will contain important information about HP, Compaq and
the Merger. The 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 securityholders
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
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 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. Full participant information may be found in HP's Form 425
filed with the SEC on September 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 joint proxy statement/prospectus when it becomes
available.