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.
The following is a transcript from a keynote address by Carleton S. Fiorina,
HP's Chairman of the Board and Chief Executive Officer, at the Consumer
Electronics Show in Las Vegas, Nevada. This excerpt is posted on HP's internal
web site and is available to the public at www.VotetheHPway.com.
CARLETON S. FIORINA:
Ages ago, we used the spoken word to share the story of our history.
Oral histories recounted our legends.
Stories conveyed a successful hunt, the big storm, victory in battle.
First, there were words. Then there were pictures. Images.
We painted, we drew ... and then we took photographs.
Photographic images tell our stories today. These images teach us about the
world. They teach us about other people.
Photographs celebrate a life...
They offer insight
They expose the truth
They create heroes...
They make us smile...
They haunt us ...
And they inspire us.
Photographic images are the only truly universal language ... and every day, we
use more and more of them to communicate with one another.
From the invention of the Camera Obscura in the mid-1500s, until 1839 when the
French inventor Louis Daguerre figured out a way to develop photographic plates
in just 30 minutes, photography seemed magical and elusive.
Some decried this new invention as sinful because it too perfectly reflected the
details of life on Earth; one German newspaper denounced daguerreotypes
reporting that "the wish to capture evanescent reflections is blasphemy. Is it
possible that God should have abandoned His eternal principles and allowed a
Frenchman...to give the world an invention of the Devil?"
Some artists even worried that painting would cease to exist now that
photography had arrived.
Perhaps it felt threatening because, like many things that are new or untried,
including most technologies when first introduced, access to photography was
available only to wealthy people, or important people, or courageous people ...
the "early adopters" of the time.
Because the process was so time-consuming and the equipment so bulky,
photographs were reserved for moments and for people so important they warranted
the hassle and the expense.
But then, like everything else, the technology evolved. Photography went
mainstream when celluloid roll film made it possible for anyone to buy film over
the counter. And that, along with the introduction in 1900 of the one-dollar
Kodak Brownie box camera, made the photo capture and development process easier
... eager amateurs bought a quarter million cameras that first year.
People no longer had to travel to the studio--the camera went out into the world
with them. Instant cameras flooded the market in the 1960s and 70s, with
plastics and film cartridges and fixed flashes making the process that much
easier. Snapshot photography became mainstream.
As the technology has evolved, at every step of the way both professionals and
amateurs have used photography to capture momentous events. But as photography
has become more accessible, the majority of the moments people capture are more
intimate ... more personally valuable. They are photos of everyday life and life
events ...
Think about all the moments that photography has captured for us to witness
vicariously.
Now think of the six billion people on this planet... and the innumerable
moments every one of those people wants to capture. And ask most people what one
possession they consider most valuable -- their photographs.
Once again, we're at a watershed in the development of imaging technology.
Traditional photography is being usurped in the mainstream by a digital process,
now that we can replicate traditional silver-halide-quality photography using
digital cameras.
Computing technology has moved into the home, and with it comes the realization
that many of the things we do every day can be done easier with digital tools
than with the more traditional "analog" ones, if you will.
People want to use images to share and record moments. They want to use them to
tell stories. They want to reach out to their friends and family as often as the
spirit moves them.
PCs, home printers, digital cameras, and other digital imaging tools are all
making this a much easier, quicker, more satisfying process for anyone who uses
a camera to capture life's events.
Now, why am I talking about this? You're probably expecting to hear a stump
speech about mergers, proxy votes and family legacies ...
I'm talking about this because the fact that we're a technology company that
participates in printing and imaging and enterprise computing and devices and
networking and services means that we have the ability to deliver solutions in a
way that is truly unique. But I can't resist the opportunity to say that our
merger with Compaq bolsters our capabilities in all of these areas - and it
gives us some important new ones in areas like mobility, new kinds of devices,
storage, fault-tolerant computing and user-interface design - all of which will
further enhance our position in emerging technology markets like digital
imaging.
Today, I'd like to demonstrate to you in very tangible ways how by drawing on
all of these capabilities - in some quite inventive ways - we can deliver
digital imaging experiences in ways that no other company can.
It starts with the fact that we're the second-largest corporate research lab in
existence, and a significant amount of our resources are dedicated toward
advancements in imaging technology. In 2001, our imaging and printing R&D teams
alone filed 2,500 patent applications.
We are the market leaders in inkjet printers, laser printers, and
All-in-Ones--devices that combine scanning, copying, printing and faxing.
For several years, HP has been among the top-three digital cameras sold in the
U.S. In November we moved into the number one position for digital cameras in
the U.S. retail market ... outpacing Kodak and Sony for the first time.
Our success in printing is important for cameras because the incredibly complex
technologies required to render a photo-realistic image on an inkjet or laser
printer, are essentially the same technologies that make great digital
photography possible. We're taking our market-leading print technology know-how,
and embedding it in digital cameras.
Digital imaging isn't new to HP...
HP was the first company to produce a single-pass color scanner for consumers.
We're a company with a long history of understanding what it takes to capture
and produce and share images ... and that's precisely what
makes us unique. We think about every single step of the process - the entire
experience from end-to-end, and all of the processes required to knit that
experience together and guarantee it's a good one.
We're not just thinking about the camera, or the printer, or the PC or the
content or the network connection or the new kinds of services you can use to
create T-shirts or coffee mugs or holiday cards - we're thinking about the whole
system of devices, technologies, infrastructure and services required to deliver
the experience - including that of the person who's receiving the images. As a
result, we're pushing the boundaries of what's possible in this new digital
imaging space.
Here's a quick snapshot of the projects we have underway:
- We are conducting tele-immersion research that composites multiple
captured images and creates a virtual environment that viewers can
manipulate at will. And, so you could imagine, for example, a
conference call of folks all over the world ... they're sitting at
their PCs, which have tiny video cameras built into the monitors ...
and their image is being projected into this virtual conference room,
which every attendee can manipulate to view expressions or other cues
so it feels more like everyone's actually together.
- We have technology that allows you to stream media-rich content in real
time for and to all kinds of devices...such as PDAs or
cellphones or ATM machines or car dashboards.
- We have microtelepresence technology that lets you, for example, see
what a bug's world looks like if you are bug-size.
- We're making it possible for devices of all types--wired and wireless--
to capture images and share them via open networks
- We are pursuing sophisticated scene-analysis technology that allows the
camera to evaluate the subject being photographed in terms of light,
skin tone, depth of field ... and adjust itself automatically to
optimize the photo output for all those factors.
- We're building the thin clients and thick clients and servers to make
3D graphics usage easier and more common. - Speaking of 3D, we're also
helping people capture moments that are a closer representation of the
3D reality we live in ... by
adding 3D imaging capability, and audio and motion-capture capability
to simple cameras. Some of our work in dynamic imaging lets you
manipulate the depth of field of an image, or otherwise enhance it so
that it's closer to the real thing ... You can even apply dynamic
re-lighting to reveal new details about the nature of the image ... as
you can see here with the HP logo.
- Fundamentally, we're doing everything we can imagine to push the limits
of how people capture, experience, and use digital
images--and we're making it mainstream.
- The important thing to note is, all of the advances I've just described
are possible precisely because we can draw on HP's full set of
capabilities.
So from what you've just seen and heard, you now know that HP clearly has the
technical prowess to develop cameras with umpteen-megapixels, 100-ex zoom, and
5,000 gigs of storage. And while building a better camera is certainly one of
our goals ... it's not our single focus.
Our primary focus is to apply our expertise and intellectual property in
electronics and systems to create a great end-to-end experience for anyone who
uses a camera.
In fact, our engineering teams are focused on radically simplifying all the
steps in the process of capturing, sharing, storing, rendering, and sending
images - taking the current 57-step process down to three.
- We're doing this through technology that lets you pop a flash memory
card out of your camera and directly into your printer to print a shot.
- We're doing it by incorporating an LCD display on the front of our
Photosmart 1315 printer, so you can preview a photo before you print
it--without having to use your PC.
- We're doing it by web-enabling every single one of our printers so that
you can easily access image-rich media whenever you want.
Let me show you a couple of additional examples of ways in which we've applied
our engineering skills to simplifying the experience of using digital imaging
technology
(FIORINA DESCRIBES AND SHOWS THE AUDIENCE THE HP PHOTOSMART 715, ONE OF HP'S
BEST-SELLING CAMERAS DURING THE HOLIDAY BUYING SEASON, AND THE HP PHOTOSMART 100
PRINTER, WHICH PRINTS 4X6 COLOR PHOTOS WITHOUT REQUIRING A CONNECTION TO A PC.)
The Photosmart 715 is a great camera. Its successor will hit the market in late
March -- the Photosmart 812 -- and it's even better ... because of something we
call "HP Instant Share."
This particular camera has truly been engineered for usefulness. The technology
doesn't get in the way of what you ultimately want to do--which is to share the
photo with someone else. In fact, the technology enhances that
capability - it does something a Sony camera, an Olympus camera, a Canon camera,
can't do.
You snap a photo with the Photosmart 812, and you mark it for a recipient you've
designated. Each recipient has their own profile, which you've set up.
Say your brother prefers to view images in his email, but your grandmother still
wants a printed photo, in a frame, to put on her dresser. So you take a picture,
and you mark it for "Brother." Then you dock the camera, and it immediately
launches your email application and sends your brother a photo alert message.
Or, it launches your print application and prints a shot for Grandma.
"Instant Share" isn't about simply moving the image from the camera to the PC
... it's about getting the end result you want, when you want it. Obviously,
there's a simplicity and time-saving element here, especially compared to other
digital cameras on the market.
We've thought through what it is you actually want to do with the camera--which
is to use it as a means to reach out to your friends and family. With the 812,
it's so easy you don't have to think about it.
Here's another example of a useful, pragmatic application of technology - it was
recently written up in Computerworld as the best example of human engineering
and process design in years.
The PSC 950 is an all-in-one printer-copier-scanner-fax. Say your camera's flash
memory has 50 pictures on it. Feed the memory card into the PSC 950, and out
comes a proof sheet.
Now, we code-named this next feature "Tiny Bubbles."
Remember those Scantron standardized tests you took in high school? On the HP
photo proof sheet are thumbnails of all the shots you took. And under each
thumbnail is a little oval, a little bubble.
You take a Number Two pencil ... and simply fill in the ovals under the photos
you want to print. At the bottom of the sheet you indicate the size you want
them to print. And then you lay the proof sheet on the scanner bed, and push a
button, and the PSC 950 prints the photos exactly the way you want them.
There's no PC involved. There's no need to upload or rename or plug in or choose
"Print" from a menu. This is a product engineered to get the job done: to print
your photos. Quickly. Easily. Brilliantly.
(PAUSE)
HP Instant Share ... Tiny Bubbles ... an LCD preview display on the Photosmart
1315 printer ... each of these make for a better experience, and each of these
draw on a set of capabilities that our competitors don't have.
The fact is, we're engineering features into our cameras and our PCs, our
printers and our PDAs, our home networking solutions and our all-in-ones, to
deliver a better digital imaging experience.
And we're partnering with companies that subscribe to the same philosophy.
At the Windows XP launch a couple of months ago, I participated on a panel to
talk about the power of that platform. We all hear about the amazing future when
we'll be able to instantaneously transmit images and video and other media rich
content ... and we hear about how it's "just around the corner" as soon as
broadband becomes widely available ... but for most of us it's just not
happening quickly enough.
Rather than feel stuck and frustrated, solutions like XP help narrow the gap
between what is desirable, and what is possible. As we round the corner from an
era in which PCs were about productivity, and enter an era where they are about
creativity, Windows XP is one of those technology advances that make it
possible. It is letting us leverage existing narrow-band networks, and transmit
images effectively. It is letting the PC users out there, and there are still
lots of them, and there will be lots more, enrich their typical digital
communications ... and share them with more of the people they care about.
In essence, it is helping to unlock our potential to connect and collaborate and
achieve.
The Microsoft Freestyle digital media user interface you saw demoed in Bill
Gates keynote is just another example of providing a more valuable PC experience
to the consumer ... and we're delighted to support Freestyle on some of our home
PCs later this year.
So PCs -- yes folks, that business some call irrelevant and suggest we should
exit -- will play an incredibly important role in making digital imaging
accessible and compelling as a means of communication. They are an important
component of the digital imaging solution we provide customers.
So this is just some of what we're doing in digital imaging today. But what does
the future hold?
At HP we believe that there are a few key ways people will want to use imaging
technology on the horizon that we can help deliver for both businesses and
consumers:
- FIRST, WE INTEND TO MAKE IMAGING MORE IMMEDIATE AS A COMMUNICATIONS
MEDIUM. For example, we're working with NTT DoCoMo in Japan to make
real-time sharing of small images possible--you can walk down the
street with your cell phone and use its embedded camera to take a photo
of the restaurant where you want to meet, and send that photo to your
friend's cell phone so they can beam it directly to a Photosmart
printer. Not only can we capture and communicate the image, our
technology will also let you easily identify objects in the image, such
as buildings or plants, as well as extract text such as signs or URLs.
- WE ALSO INTEND TO MAKE IMAGING MORE PERSONALLY VALUABLE AND APPROPRIATE
FOR YOUR NEEDS. Using robotic camera technology, someone stuck at home
could remotely "attend" a wedding, for example, and control the
picture-taking in real time ... We are also developing technology that
would allow that person to easily organize their images based on a
variety of factors like time, subject, or location ... and print a
custom photo album using an application that automatically processes
and formats the photos to their liking.
- WE INTEND TO INTEGRATE IMAGE-CAPTURE INTO OUR DAILY LIVES, SO THAT IT
BECOMES EVEN EASIER. Cameras are quickly proliferating and getting
incorporated into more and more devices, as attachments to PDAs or
built in to cell phones or even pens ... it seems the world is catching
up with James Bond's technology. This is making opportunistic, or
"casual capture" of images much more common, and HP is working on
increasing the value of this capability.
We've spent a lot of time talking about how imaging will become part of everyday
life ... but what about in business? In time, businesses will begin integrating
still and full-motion imaging into their work and their processes. More and
more, businesses will use rich media and photographs to add a more human element
to their interactions with customers, partners and employees. Which means that
color standards, content identification standards, infrastructure, storage,
content management, and the ability to seamlessly link this type of information
into existing business processes, will all be critically important going
forward.
As consumer and business markets develop, HP will be in a unique and powerful
position to lead the way...
By thinking about people's experiences using technology holistically, and
applying the breadth and depth of our capabilities to deliver the experiences
people want.
By bridging the physical world and the digital world for customers with
solutions that address everything from capturing to sharing to storing to
printing images in a way that's simple, inviting, and reliable.
By applying our R&D expertise to develop the next wave of digital imaging
breakthroughs ... and by augmenting our R&D capability with Compaq's,
especially in the overlap areas of scalable systems, wireless multimedia, and
human interaction ... all of which will play a huge role in enhancing the
digital imaging experience.
We will lead by bringing the power of networks to content.
By innovating around next generation devices and the connectivity models between
them to ensure that devices actually work better together.
By using our experience in server technology, storage capacity, and management
software to improve and advance the distribution of digital content.
By leveraging our services capabilities to help build the infrastructure
required to manage and deliver new kinds of content.
By driving the standards required to make the sharing of digital images and
content across networks and devices possible, and simple.
This isn't to say that others won't also be successful participating in the
camera market - but those same companies aren't participating in other aspects
of the computing market. On the other hand the companies participating in the
computing infrastructure, content, or services part of the market can't and
won't offer capabilities like Instant Share, or Tiny Bubbles.
The real promise, the real growth opportunities ahead in the consumer and
business world will result from harnessing the combined power of imaging,
printing, computing, storage, devices, networks and services. Our merger with
Compaq is all about building the industry's best technology portfolio and -
together - putting it to work for customers. The power is in the combination:
the combination of people - their skills and capabilities; the combination of
products into compelling solutions; and the combination of companies into market
leadership.
Kodak can't deliver the solutions and experiences we've described. Neither can
Sony. Nor Canon, nor Dell, nor IBM.
And that's what CES is all about, isn't it -- great experiences with technology.
We want to be the company that entices you to Best Buy and Fry's and Sam Goody's
and your local superstore to see what HP's invented next. Today that next big
thing is digital imaging.
The boom in the digital imaging market is a clear indicator of our very human
need to experience the world visually, and to make and sustain connections in
that way.
If you look at the stats on digital imaging sales this holiday season, it's
clear, certainly in the aftermath of September 11, that people's desire to
connect with family and friends is stronger than ever. This holiday season in
the U.S., digital camera sales were up 90% over last year and photo printer
sales were up 100% over the same period.
When you can leverage a world of connected devices--no matter how simple--the
universal language of images shared across devices and networks can help all of
us feel more connected and more secure.
These images are part of a joint effort with Microsoft that we displayed at the
Metropolitan Museum in New York during the XP launch. A variety of folks aged
six to 60 were given HP digital cameras ... and they were asked to capture their
vision of the heart of New York City.
In the aftermath of the World Trade Center tragedy, this project turned out to
be less of a technology showcase, and more of a much-needed outlet to
communicate our very human, very deep connection to a "place" ... it's another
great example of how amateurs and experts can share a simple experience and
create something powerful using mainstream digital imaging technology. It's
another great example of the power of the universal language of images.
I began my remarks today by talking about the power of images to move us.
For most of the men and women of Hewlett-Packard, the images that most move us .
. . that most inspire us . . . the ones that put a lump in our throats . . . are
pictures of Bill Hewlett and Dave Packard.
When you look at the images of the two of them standing side by side in the shop
. . . or in front of the garage on Addison Avenue . . . it all seems so
inevitable that the company would succeed; that the products would sell; that
the two guys who started with $538 and one dream between them would go on to
change the world.
But history tells us that it was anything but inevitable.
Believing that it was all destined to happen doesn't give them nearly enough
credit for the courage . . . the determination . . . the pure aspiration it took
for them to say:
In 1940: Nobody's ever made an electronics firm work? Good. We'll base our
entire future on it.
In 1943: Our company doesn't have any experience with frequency devices? Fine.
We'll build a device that jams enemy radar to help win the war.
In 1972: Nobody can figure out how to create a portable machine that does
complex math equations? Great. We'll build one small enough to fit in your
pocket.
In 1984: You say your documents are still hard to read? Okay. We'll make them
picture-quality - using lasers.
Every step along the way, there have been skeptics who said: It won't work. It
won't sell. It won't succeed. It's not the HP Way.
And to every single person who said: it's never been done before, Bill and Dave
replied: yes -- but there's never been a company like Hewlett-Packard before.
Bill and Dave realized that the real secret to their success wasn't their plants
or their products or their plans or their press: it was their people. They
understood that if you believe in people, if you believe in their hopes and
share their dreams and let them make full use of their talent, they can
accomplish great things.
That has always been the secret of the HP Way - and it always will be.
The people of HP have always known that the only constant in this industry is
change - and that responding to change is the only sure way to build a
sustainable business. Customer needs change. The march of technology is
inexorable, and in the process, industries and companies are transformed.
HP cannot be a company frozen in time. Technology companies must build the
future. HP, after all, is a living company filled with people who have
ambitions, talents, aspirations and dreams to fulfill.
Bill and Dave understood that HP could choose to lead or choose to follow and
they chose to lead. First and foremost, they led with innovation from within.
But when the market demanded it, they also chose to acquire companies whose
technologies and products complemented their own.
The genius of the HP Way is that it's a legacy built on innovation, bold enough
to embrace change and flexible enough to absorb it.
The merger with Compaq is compelling. This is a strategic move, one that both
Boards and management teams want to do, believe they must do, and know we can
do.
This is all about building the future. Ours is a legacy of invention and values
that is worth sustaining. We cannot sustain our company by standing still, but
by moving forward with courage and determination. Because in an industry that is
changing as rapidly and fundamentally as ours is, there is no future in the
status quo.
As Dave Packard once said, "Since we participate in fields of advanced and
rapidly changing technologies, to remain static is to lose ground."
In the days ahead ... we're going to draw upon the same courage, the same
determination, the same aspiration that drove our founders.
To the skeptics who say it's won't work, it won't sell, it won't succeed, it's
not the HP way. I say - you don't know the people of the new HP.
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 any projections of
earnings, revenues, synergies, accretion or other financial items; any
statements of the plans, strategies, and objectives of management for future
operations, including the execution of integration and restructuring plans and
the anticipated timing of filings, approvals and closings relating to the Merger
or other planned acquisitions; any statements concerning proposed new products,
services, developments or industry rankings; any statements regarding future
economic conditions or performance; any statements of belief and any statements
of assumptions underlying any of the foregoing.
The risks, uncertainties and assumptions referred to above include 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 the annual report on Form 10-K for the year ended October 31,
2000 and HP's amended registration statement on Form S-4 filed on January 14,
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 January 14, 2002, HP filed an amended registration statement with the SEC
containing an amended preliminary joint proxy statement/prospectus regarding the
Merger. Investors and security holders of HP and Compaq are urged to read the
amended preliminary joint proxy statement/prospectus filed with the SEC on
January 14, 2002 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 amended preliminary joint proxy statement/prospectus
filed with the SEC on January 14, 2002, 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 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 Shareowners, 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 amended preliminary joint proxy statement/prospectus filed with the SEC on
January 14, 2002 and the definitive joint proxy statement/prospectus when it
becomes available.
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 and 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 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 Shareholders, 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 amended preliminary joint
proxy statement/prospectus filed with the SEC on January 14, 2002 and the
definitive joint proxy statement/prospectus when it becomes available.
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