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.
The following is an email message to HP employees from Carleton S. Fiorina, HP's
Chairman of the Board and Chief Executive Officer. This message from Ms. Fiorina
is also posted on HP's internal web site.
A MESSAGE FROM CARLY FIORINA
It's been about two years and eight months since I joined the HP Board of
Directors and became CEO of this company. From that day forward, the board and I
have been committed to one overriding goal: to return this company to greatness,
which we define as achieving market leadership in the industries in which we
compete.
We knew that HP had been slipping into a downward spiral for some time, away
from the across-the-board market leadership this company had enjoyed in the
past. And we were determined to reverse that trend, to return HP to a company
capable of transforming markets and transforming industries.
As our respected colleague Dick Hackborn said in a recent letter to our
shareowners, "The one thing I've learned in my 40-year association with HP is
that nobody is ever happy for very long working in an organization that's not a
market success."
Every action we have taken since -- including the proposed merger with Compaq --
has been a carefully calculated effort to reinvigorate HP, so we could return to
our natural role as a leader, not a follower; so we could fulfill our potential
and take advantage of the enormous opportunities in front of us.
THE POWER OF LEVERAGE
We have come so far in such a relatively short period of time. If you had
attended our most recent Security Analyst Meeting in New York, you would have
noticed an impressive difference from past meetings. Each of our senior leaders
who presented showed how their individual business was enhanced by its linkages
to HP's other businesses -- and how much greater their business potential could
be when they leveraged the capabilities of their partners inside the company.
Next Tuesday, March 19, is all about continuing the enormous progress we have
made in our drive toward market leadership. We have already come a long way and
our customers, our shareowners and, indeed, many of you are recognizing the
difference.
FIGHTING FOR OUR BELIEFS
With only a few days to go before this pivotal shareowner vote, I simply wanted
to tell you that I'm proud of you for standing by HP during this unprecedented
time, and for focusing on delivering results. We still have a lot of work ahead
of us. But we will always fight for what we believe in; we will always fight for
what we know is right for this company.
As all of you know, nothing worth doing is ever easy. After seeing first-hand
the strength and resilience of HP people, I'm even more convinced than ever that
we can overcome any obstacles that come our way. Thank you for your hard work,
your passion and for all your everyday actions which -- when added together --
show what we can do as a unified company.
And if you ever experience the slightest bit of doubt about the course we've
chosen, just remember two things: Together, we can do anything. Together, we can
change the world.
Carly
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 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.