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.
On March 14, 2002, HP issued the following press release.
[LETTERHEAD OF HEWLETT-PACKARD COMPANY]
[HP INVENT LOGO]
Editorial Contacts:
Judy Radlinksy, HP
+1 650 857 5034
judy radlinsky@hp.com
Joe Paluska, for HP
Applied Communications
+1 415 365 0222
jpaluska@appliedcom.com
MOMENTUM CONTINUES FOR MERGER
OF HP AND COMPAQ
INSTITUTIONS, CUSTOMERS, RESELLER GROUP SEE
BENEFITS IN COMBINATION
PALO ALTO, Calif., March 14, 2002 -- Momentum and support for the
Hewlett-Packard Company (NYSE:HWP) merger with Compaq continued to grow today as
several institutional investors, a large industry association for resellers and
customers indicated their support of the merger.
Today's announcements included:
o Banc One Investment Advisors intent to vote in favor. Steve Salopek, a
Banc One fund manager, said the money management firm is voting for
the deal because a combined HP and Compaq is stronger than a
standalone HP. "By combining the two, HP acquires intellectual
property in the server, storage and services business," Salopek said,
adding that there are also significant cost reductions to be had. Banc
One owned 5.1 million HP shares as of the end of the year.
o The State Teachers Retirement System of Ohio told CNET News.com it
planned to vote its shares in favor of the deal. The Ohio teachers
group, which owns 3.5 million HP shares and 4.3 million Compaq shares,
said it met with both sides before making its decision earlier this
week. Representative Laura Ecklar said the staff of the teachers' fund
made its decision based on several factors, including the amount of
integration planning the two firms had done, their confidence in the
projected cost savings as well as faith in management.
o The ASCII Group, Inc. (ASCII), the world's largest community of
independent solution providers and value-added resellers (VARs), today
announced its support for the merger. "It is in the best interests of
HP and Compaq shareholders to vote in favor of this merger," said Alan
Weinberger, chairman and chief executive officer of The ASCII Group.
"It is simply a good business decision. Combined, the new HP will have
a VAR force in the small- and medium-sized business sector second to
none. This market already is a very large and important one for both
companies. These `feet-on-the-street' partners provide hardware,
software and services to the small business market and give a definite
edge to manufacturers whose customers are left out in the cold by
direct sellers whose only goal is to make the sale."
o Deloitte Consulting today announced the results of a comprehensive,
independent survey of 2,354 Information Technology (IT)
decision-makers on the proposed merger. A strong majority of survey
respondents -- all of whom are HP and Compaq customers -- view the
merger of HP and Compaq as having a positive impact on their business.
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.
# # #
Permission to use quotations was neither sought nor obtained.
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.