Filed by Hewlett-Packard Company Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-6
Under the Securities Exchange Act of 1934
Subject Company: Compaq Computer Corporation
Commission File No.: 333-73454
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 an article relating to the Merger. This article is posted on
HP's internal web site.
THE TELEPHONES ARE RINGING
SOLICITORS CALLING SHAREOWNERS ON BEHALF OF HP BOARD, OPPOSITION
Beginning last week, some HP employees and their families received telephone
calls at home from individuals identifying themselves as representing the HP
Board of Directors. The calls are "standard operating procedure" in a proxy
fight, said Jose Villarino, manager, Investor Relations.
"These individuals are working on behalf of the HP Board," Villarino said.
"Their purpose is to make sure shareowners have received HP's proxy materials,
help ensure that shareowners can participate in the vote, answer any questions
they might have and convey the Board's recommendation, which is to vote `for'
the proposed merger with Compaq."
HP has retained the services of two proxy solicitation firms, Georgeson
Shareholder of Carlstadt, New Jersey, which is primarily responsible for
contacting HP employees, and Innisfree M&A of New York. The firms have assembled
lists of the home telephone numbers of HP shareowners from telematching
services, which derive home phone numbers from public sources. HP has not
provided any employee telephone numbers to the firms.
GOALS OF THE CALLERS
"I think it's important to point out that the goal of these companies is to
reach as many shareowners as possible -- not just employees," Villarino said.
"It's also important to acknowledge that Walter Hewlett may be conducting the
same kind of campaign, in opposition to the Board's recommendation. Our goal is
to educate people throughout the course of the solicitation and ensure that they
have the opportunity to vote."
The contact information for HP's proxy solicitation firms is:
Georgeson Shareholder
Shareowners: 888-921-5724
International calls: 416-847-7199
Innisfree M&A Incorporated
Shareowners: 877-750-5836
International calls: 212-785-8194
This contact information is also available at the beginning of the "Shareholder
Vote FAQs" article [filed by HP with the Securities and Exchange Commission on
February 12, 2002 pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934]
on [HP's internal web site].
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 HP's annual report on Form 10-K, as amended on January 30, 2002,
for the fiscal year ended October 31, 2001 and HP's registration statement on
Form S-4 filed on February 5, 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 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 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.
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