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 the text of a message sent by HP to HP shareowners.
Dear HP Shareowner:
The special meeting of Hewlett-Packard shareowners is less than a week away. We
need your support voting FOR the merger with Compaq, which we are convinced will
create the shareowner value you expect and deserve.
KEY INVESTORS WILL VOTE "FOR"
As you know, ISS, the nation's leading institutional voting advisory service,
has recommended that its clients, including mutual funds and other fiduciaries,
vote for the merger. We are gratified that many large institutions will, in
fact, vote FOR:
- Just yesterday, Putnam Investment Management, Hewlett-Packard's fourth
largest institutional investor, owning over 40 million shares, announced
its support for the transaction.
- Barclays Global Investors, one of HP's largest institutional investors, had
previously agreed to follow ISS' recommendation, and is voting more than 35
million shares FOR the merger.
- Today, both Banc One and the State Teachers Retirement System of Ohio
announced their intention to vote for the merger.
- Steve Salopek, a Banc One fund manager, said his firm is "voting for the
deal because a combined HP and Compaq is stronger than a standalone HP."
YOUR VOTE CAN MAKE THE DIFFERENCE
Since time is short and your vote extremely important, we have established a
method which will enable you to vote by toll-free Proxygram. Please take a few
minutes of your time to follow the simple steps listed below.
If you have any questions or need assistance in the last-minute voting of your
shares, please call our proxy solicitors, INNISFREE M&A INCORPORATED toll-free
at (877)750-5836, or GEORGESON SHAREHOLDER toll-free at (888)921-5724.
Thank you for your support.
Carleton S. Fiorina
Chairman of the Board and
Chief Executive Officer
HEWLETT-PACKARD COMPANY
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY ARE
AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to
ID No. ****, Hewlett-Packard Company.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your
control number as shown below:
Name:
Broker:
Control Number:
Number of Shares:
5. Give the operator your voting preferences, using the proxy text
below.
HEWLETT-PACKARD COMPANY
Special Meeting of Shareowners - March 19, 2002
This Proxy is solicited on Behalf of the Board of Directors
The undersigned hereby appoints Carleton S. Fiorina and Ann O. Baskins, and each
of them, as proxies for the undersigned, with full power of substitution, to act
and to vote all shares of Common Stock of Hewlett-Packard Company held of record
by the undersigned at the close of business on January 28, 2002, at the special
meeting of shareowners to be held at 8:00 a.m,. local time, on Tuesday, March
19, 2002, or any adjournment or postponement thereof.
THANK YOU FOR VOTING!
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING
PROPOSAL.
Proposal to approve the issuance of shares of Hewlett-Packard Company common
stock in connection with a merger of Heloise Merger Corporation with and into
Compaq Computer Corporation contemplated by the Agreement and Plan of
Reorganization among HP, Heloise Merger Corporation and Compaq.
( ) FOR ( ) AGAINST ( ) ABSTAIN
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREOWNER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ABOVE-DESCRIBED PROPOSAL AND, WHETHER OR NOT DIRECTION IS MADE, WILL BE
VOTED IN THE DISCRETION OF THE PROXY HOLDERS UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. THE UNDERSIGNED HEREBY REVOKES ALL PROXIES PREVIOUSLY GIVEN BY THE
UNDERSIGNED TO VOTE AT THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF.
Please give name to the operator exactly as your name or names appear. For joint
accounts, each owner should give name. When voting as executor, administrator,
attorney, trustee or guardian, etc., please give your full title.
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 are urged to read the definitive joint proxy
statement/prospectus 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 contacting HP Investor Relations,
3000 Hanover Street, Palo Alto, California 94304, 650-857-1501, or Compaq
Investor Relations, P.O. Box 692000, Houston, Texas 77269- 2000, 800-433-2391.
CONFIDENTIAL INDENTIFICATION NUMBER:
Your identification number is confidential. It is to assure the operator of your
identity.
Dear HP Shareowner:
The special meeting of Hewlett-Packard shareowners is less than a week away. We
need your support voting FOR the merger with Compaq, which we are convinced will
create the shareowner value you expect and deserve.
KEY INVESTORS WILL VOTE "FOR"
As you know, ISS, the nation's leading institutional voting advisory service,
has recommended that its clients, including mutual funds and other fiduciaries,
vote for the merger. We are gratified that many large institutions will, in
fact, vote FOR:
- Just yesterday, Putnam Investment Management, Hewlett-Packard'sfourth
largest institutional investor, owning over 40 million shares, announced
its support for the transaction.
- Barclays Global Investors, one of HP's largest institutional investors, had
previously agreed to follow ISS' recommendation, and is voting more than 35
million shares FOR the merger.
- Today, both Banc One and the State Teachers Retirement System of Ohio
announced their intention to vote for the merger.
- Steve Salopek, a Banc One fund manager, said his firm is "voting for the
deal because a combined HP and Compaq is stronger than a standalone HP."
YOUR VOTE CAN MAKE THE DIFFERENCE
Since time is short and your vote extremely important, we have established a
method which will enable you to vote by toll-free Proxygram. Please take a few
minutes of your time to follow the simple steps listed below.
If you have any questions or need assistance in the last-minute voting of your
shares, please call our proxy solicitors, INNISFREE M&A INCORPORATED toll-free
at (877)750-5836, or GEORGESON SHAREHOLDER toll-free at (888)921-5724.
Thank you for your support.
Carleton S. Fiorina
Chairman of the Board and
Chief Executive Officer
HEWLETT-PACKARD COMPANY
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY ARE
AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to ID No. ****,
Hewlett-Packard Company.
3. State your name, address and telephone number.
4. State your Confidential Identification Number and Number of Shares as shown
below:
Confidential Identification Number:
Number of Shares:
5. Give the operator your voting preferences, using the proxy text below.
HEWLETT-PACKARD COMPANY
Special Meeting of Shareowners - March 19, 2002
This Proxy is solicited on Behalf of the Board of Directors
The undersigned hereby appoints Carleton S. Fiorina and Ann O. Baskins, and each
of them, as proxies for the undersigned, with full power of substitution, to act
and to vote all shares of Common Stock of Hewlett-Packard Company held of record
by the undersigned at the close of business on January 28, 2002, at the special
meeting of shareowners to be held at 8:00 a.m,. local time, on Tuesday, March
19, 2002, or any adjournment or postponement thereof.
THANK YOU FOR VOTING!
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING
PROPOSAL.
Proposal to approve the issuance of shares of Hewlett-Packard Company common
stock in connection with a merger of Heloise Merger Corporation with and into
Compaq Computer Corporation contemplated by the Agreement and Plan of
Reorganization among HP, Heloise Merger Corporation and Compaq.
( ) FOR ( ) AGAINST ( ) ABSTAIN
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREOWNER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ABOVE-DESCRIBED PROPOSAL AND, WHETHER OR NOT DIRECTION IS MADE, WILL BE
VOTED IN THE DISCRETION OF THE PROXY HOLDERS UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. THE UNDERSIGNED HEREBY REVOKES ALL PROXIES PREVIOUSLY GIVEN BY THE
UNDERSIGNED TO VOTE AT THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF.
Please give name to the operator exactly as your name or names appear. For joint
accounts, each owner should give name. When voting as executor, administrator,
attorney, trustee or guardian, etc., please give your full title.
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 are urged to read the definitive joint proxy
statement/prospectus 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 contacting HP Investor Relations,
3000 Hanover Street, Palo Alto, California 94304, 650-857-1501, or Compaq
Investor Relations, P.O. Box 692000, Houston, Texas 77269- 2000, 800-433-2391.
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.