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 13, 2001, HP issued the following press release.
HP ADVANCES DATE OF Q4 EARNINGS
ANNOUNCEMENT TO AVOID SCHEDULING
CONFLICT FOR INVESTMENT COMMUNITY
PALO ALTO, Calif., Nov. 13, 2001 -- Hewlett-Packard Company (NYSE:HWP) today
announced that in order to avoid a scheduling conflict for the investment
community, it has advanced the release of its fourth quarter earnings by a
day. Dell Computer Corp. is releasing earnings at the time originally
scheduled by HP.
HP will release its fourth quarter earnings after market close Wednesday,
Nov. 14. It also will provide a live audio Webcast of a conference call
hosted by Carly Fiorina, HP chairman and chief executive officer, and Bob
Wayman, HP executive vice president and chief financial officer, at 4:30 p.m.
EST/1:30 p.m. PST on Nov. 14. The Webcast of the conference call will be
available at: http://www.hp.com/hpinfo/investor/quarters/2001/q4webcast.html.
A replay of the audio Webcast will be available at the same Web site shortly
after the call and will remain available through 4:30 p.m. PST on Friday,
Nov. 23.
In addition, it was announced last week in a press release that the filing of
HP's registration statement on Form S-4 with the SEC relating to the Compaq
merger would be made within the next several days. It is now anticipated that
this filing will be made later this week after HP announces its fourth
quarter results.
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 timing of filing of the registration
statement and of the special meeting of shareowners are forward-looking
statements. Risks, uncertainties and assumptions include delays in filing of
the registration statement; the possibility that the Compaq transaction does
not close or that the companies may be required to modify aspects of the
transaction to achieve regulatory approval; 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
eyar ended Oct. 31, 2000, and subsequently filed reports). If any of these
risks or uncertainties materializes or any of these assumptions proves
incorrect, HP's results could differ materially from HP's expectations in
these statements. HP assumes no obligation and does 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.