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 February 4, 2002, HP issued the following press release.
HP FIRST QUARTER RESULTS TO EXCEED CURRENT ANALYST EPS ESTIMATES SUBSTANTIALLY
PALO ALTO, Calif., Feb. 4, 2002 -- Hewlett-Packard Company (NYSE:HWP) today
announced it will exceed previous guidance for its first fiscal quarter ending
Jan. 31, 2002.
The company's previous first quarter guidance provided Nov. 14, 2001, was for
revenues to be down slightly from the fourth quarter due to normal seasonal
effects, with gross margins and expenses to be approximately flat with the
fourth quarter.
Based on an uptick in consumer demand in both personal computers and imaging and
printing solutions, the company now expects to report revenues that are up
moderately over the fourth quarter. Because of a continued sharp focus on cost
structures and expenses, HP now expects a measurable increase in gross margins
with expenses approximately flat with fourth quarter levels. As a result, HP
expects to report earnings per share at a level substantially above current
consensus analyst estimates of 16 cents.
"Economic conditions around the world continue to be challenging, but consumer
technology spending is clearly showing some strength," said Carly Fiorina, HP
chairman and chief executive officer. "As a result, we are seeing better than
expected revenues in our PC and imaging and printing businesses. We are not
relenting on the expense side and continue to take decisive actions to improve
our cost structure. Gross margins have improved in our PC and imaging and
printing businesses, as well as in our services business.
"These results demonstrate that we are focused on our customers and executing
well. We remain convinced that we are up to the task of successfully integrating
Compaq and creating a powerful new HP," said Fiorina.
The company also announced that it will host its next semi-annual meeting for
security analysts on Feb. 27, 2002, at the New York Hilton hotel.
First quarter results will be reported after the market closes on Feb. 13, 2002,
and the company will hold its regularly scheduled conference call that
afternoon.
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.
-----------------
***
Editorial Contacts:
Dave Berman, HP
+1 650 857 7277
dave berman@hp.com
------------------
Rebeca Robboy, HP
+1 650 857 2064
rebeca robboy@hp.com
--------------------
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 amended registration
statement on Form S-4 filed on January 31, 2002.
HP assumes no obligation and does not intend to update these forward-looking
statements.