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 7, 2001, HP issued the following press release.
HP Board Members Fully Committed to HP Leadership and Compaq Transaction
PALO ALTO, Calif.--(BUSINESS WIRE)--Nov. 7, 2001--All of HP's Board members,
with the exception of Walter B. Hewlett, today collectively reaffirm their
enthusiastic support for the merger of Hewlett-Packard Company and Compaq
Computer Corporation. These Board members also unequivocally support Carly
Fiorina's leadership.
"The Board thoroughly analyzed this transaction and unanimously concluded this
is the very best way to deliver the value our shareowners expect," said Dick
Hackborn, former chairman and executive vice president of HP. "Today, I'm even
more convinced of the power of this combination, particularly given the progress
of our integration plans. Under Carly's leadership, the new HP will continue to
be an innovation leader with a culture focused on trust, teamwork,
accountability and contribution."
"The Board has supported this deal from the outset because we see the value that
will be unleashed by combining these two companies," said Sam Ginn, retired
chairman of Vodafone AirTouch Plc. "The merger strengthens the products,
services and solutions the new HP will provide. The merger builds on the
companies' complementary strengths in services and support around the world. I
believe this merger will enhance our innovative capabilities and immediately
improve the company's earnings power and competitive position."
"Shareowners have not yet had an opportunity to review the proxy statement which
we will be filing shortly," said Patricia C. Dunn, co-chairman and global chief
executive of Barclay's Global Investors. "The statement will provide a complete
view of this transaction, which is necessary for a thoughtful decision by
shareowners."
Philip M. Condit, chairman of the board and chief executive officer of the
Boeing Company
Patricia C. Dunn, co-chairman and global chief executive of
Barclay's Global Investors
Sam Ginn, retired chairman of Vodafone AirTouch Plc
Carleton Fiorina, chairman and chief executive officer of HP
Richard A. Hackborn, former chairman and retired executive vice president of HP
George A. Keyworth II, chairman and senior fellow of the Progress & Freedom
Foundation
Robert E. Knowling Jr., chairman and chief executive officer of Internet Access
Technologies Inc.
Robert P. Wayman, executive vice president and chief financial officer of HP
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.
This news release 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 synergies, accretion, timing of closing,
industry ranking, execution of integration plans and management and
organizational structure are all forward-looking statements. Risks,
uncertainties and assumptions include the possibility that the market for the
sale of certain products and services may not develop as expected; that
development of these products and services may not proceed as planned; that the
transaction does not close or that the companies may be required to modify
aspects of the transaction to achieve regulatory approval; or that prior to the
closing of the proposed merger, the businesses of the companies suffer due to
uncertainty; that the parties are unable to transition customers, successfully
execute their integration strategies, or achieve planned synergies; 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); and other risks that
are described from time to time in Compaq's Securities and Exchange Commission
reports (including but not limited to the annual report on Form 10-K for the
year ended Dec. 31, 2000, and subsequently filed reports). If any of these risks
or uncertainties materializes or any of these assumptions proves incorrect, HP's
and Compaq's results could differ materially from HP's and Compaq's expectations
in these statements. HP and Compaq assume no obligation and do 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.