Filed by Hewlett-Packard Company Pursuant to Rule 425
Under the Securities Act of 1933
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.
On April 1, 2002, HP issued the following press release.
[LETTERHEAD OF HEWLETT-PACKARD COMPANY]
[HP INVENT LOGO]
Editorial Contacts:
Judy Radlinsky, HP
+1 650 857 5034
judy_radlinsky@hp.com
Rebeca Robboy, HP
+1 650 857 2064
rebeca_robboy@hp.com
HP BOARD DOES NOT NOMINATE WALTER HEWLETT AS DIRECTOR
CANDIDATE, FINDS LITIGATION SPURIOUS
ANNUAL MEETING DATE SET FOR APRIL 26, 2002
PALO ALTO, Calif., April 1, 2002 -- Hewlett-Packard Company's (NYSE: HWP) Board
of Directors today announced its candidates for nomination to the HP Board of
Directors, which will not include Walter Hewlett.
The board's decision not to nominate Walter Hewlett is based on his ongoing
adversarial relationship with the company, as evidenced by his recent litigation
against HP, as well as concerns about his lack of candor and issues of trust.
"With the encouragement of our chairman, Carly Fiorina, I met with Walter
Hewlett immediately following the shareowner meeting in an effort to
re-establish a constructive working relationship," said Sam Ginn, chairman of
the board's nominating and governance committee. "The nominating committee, the
full HP board and an executive session of independent directors, which included
Walter Hewlett, met on March 27 to continue the discussion. Based on these
deliberations and representations made by Walter Hewlett in these meetings, the
HP Board unanimously determined to re-nominate him.
"My fellow board members and I were therefore shocked when just hours later
Walter Hewlett filed a spurious lawsuit against the company, continuing his
assault on the integrity of the HP Board and management team. His recent actions
have again violated basic principles of trust, and his ongoing adversarial
relationship with the company undermines the board's ability to effectively
conduct business."
"This board has always operated on the important governance principles of
independence, deliberation and respect for a diversity of views," said Carly
Fiorina, HP chairman and chief executive officer. "The board recognizes the
importance of shareowner voices. We will reach out to shareowners, including our
institutions and foundations, to determine the best way to assure they continue
to be heard."
Commenting on Walter Hewlett's complaint, the board said, "The allegations that
HP bought votes from Deutsche Bank or improperly coerced it to change its votes
are false. In addition, Walter Hewlett's allegations that HP shareowners were
misinformed about integration are without basis. There is more information about
this merger in full view of shareowners than for any other merger in corporate
history."
SLATE OF CANDIDATES
The 2002 annual meeting will begin at 2 p.m. PST April 26 at the Flint Center in
Cupertino, Calif.
If the merger transaction with Compaq Computer Corporation closes prior to the
annual meeting, HP's shareowners will vote on the following nominees:
Current HP Board members: Philip M. Condit, Patricia C. Dunn, Fiorina, Ginn,
Richard A. Hackborn, George A. Keyworth II and Robert E. Knowling Jr.
Current Compaq Board members: Lawrence T. Babbio Jr., Michael D. Capellas,
Sanford M. Litvack, Thomas J. Perkins and Lucille S. Salhany.
Alternatively, if the merger transaction with Compaq has not closed prior to the
annual meeting, HP's shareowners will vote on the following nominees:
Condit, Dunn, Fiorina, Ginn, Hackborn, Keyworth, Knowling and Robert P. Wayman.
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.
# # #
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 predictions regarding the
outcome and certification of the vote on the merger or the closing of the
merger; statements regarding future improvement of HP generally or specifically
its profitability, earnings, revenues, synergies, accretion or other financial
items; statements about the plans, strategies, and objectives of management for
future operations, including the execution of integration and restructuring
plans; any statements concerning proposed new products, services, developments
or industry rankings; statements regarding future economic conditions or
performance; statements of belief; and statements of assumptions underlying any
of the foregoing.
The risks, uncertainties and assumptions referred to above include the actual
certified results of the vote on the proposal to issue shares of HP common stock
in connection with the merger; 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.
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