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 an article posted on HP's internal web site.
TAKING A STAND
HACKBORN RESIGNS FROM HEWLETT FOUNDATION BOARD
Posted December 13, 2001
Dick Hackborn, board member of Hewlett-Packard and The Hewlett Foundation,
has announced that he will immediately resign from The Hewlett Foundation
Board of Directors. Hackborn took the action in response to Walter Hewlett's
continued efforts to lead a proxy fight against HP's proposed merger with
Compaq.
Hackborn served as a member of the Foundation's board of directors for six
years.
"The Hewlett Foundation is one of the world's finest philanthropic
organizations," Hackborn said. "Sadly, Walter Hewlett's decision to wage an
ill-advised proxy fight opposing HP's merger with Compaq deeply conflicts
with my and the HP board's belief that the merger represents the very best
way to deliver the value and growth HP's shareowners, customers and employees
deserve.
"We have a plan that will work -- a plan to ensure vibrant healthy business
and therefore protect jobs," Hackborn continued. "I have seen no plan from
the heirs. Their opposition does not address any of the issues or
opportunities of this company. Our plan secures HP's future. Standing still
does not serve shareowners or employees. Therefore, in good conscience, I
believe I can no longer serve on both boards."
Hackborn will continue to serve on HP's board of directors.
Read the FULL PRESS RELEASE [below].
[PRESS RELEASE]
FOR IMMEDIATE RELEASE
Contact: Andrew Cole
(212) 687-8080
RICHARD A. HACKBORN RESIGNS FROM HEWLETT FOUNDATION BOARD
BOISE, ID, Dec. 13, 2001 -- Richard A. Hackborn, a director of Hewlett-Packard
Company and The Hewlett Foundation, today announced that he will resign from The
Hewlett Foundation's Board of Directors, effective immediately.
The Hewlett Foundation is a private foundation dedicated to promoting the
well-being of mankind by supporting selected charitable activities in education,
the environment, and family and community development, as well as organizations
or institutions engaged in such activities.
Mr. Hackborn has served as a member of the Foundation's Board of Directors for 6
years. A 33-year executive of HP, Mr. Hackborn is credited with creating and
leading HP's printing and imaging business. He has served on HP's Board of
Directors since 1992, including serving as Chairman from November 1999 to
November 2000.
"The Hewlett Foundation is one of the world's finest philanthropic
organizations," said Hackborn. "Sadly, Walter Hewlett's decision to wage an
ill-advised proxy fight opposing HP's merger with Compaq deeply conflicts with
my and the HP Board's belief that the merger represents the very best way to
deliver the value and growth HP's shareowners, customers, and employees deserve.
"We have a plan that will work -- a plan to ensure vibrant healthy businesses
and therefore protect jobs," said Hackborn. "I have seen no plan from the
heirs. Their opposition does not address any of the issues or opportunities
of this company. Our plan secures HP's future. Standing still does not serve
shareowners or employees. Therefore, in good conscience, I believe I can no
longer serve on both boards."
Mr. Hackborn will continue to serve on HP's Board of Directors.
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 Compaq transaction 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 Compaq transaction or other planned
acquisitions and the challenges of achieving anticipated synergies; the
possibility that the Compaq transaction 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 Compaq transaction 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 Oct. 31, 2000, and
subsequently filed reports. 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 November 15, 2001, HP filed a Registration Statement with the SEC
containing a preliminary joint proxy statement/prospectus regarding the
Merger. Investors and security holders of HP and Compaq are urged to read
the preliminary joint proxy statement/prospectus filed with the SEC on
November 15, 2001 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 preliminary joint proxy
statement/prospectus filed with the SEC on November 15, 2001, 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 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.
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 preliminary
joint proxy statement/prospectus filed with the SEC on November 15, 2001 and
the definitive joint proxy statement/prospectus when it becomes available.
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
stockholders 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 Stockholders, 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 preliminary joint proxy statement/prospectus filed with
the SEC on November 15, 2001 and the definitive joint proxy
statement/prospectus when it becomes available.
* * * * *