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 article relating to the Merger. This article is posted on
HP's internal web site.
FIVE STEPS TO THE NEW HP
A SUCCESSFUL PROXY VOTE MUST BE FOLLOWED BY A FAVORABLE COMPAQ VOTE, THE HP VOTE
COUNT AND CERTIFICATION, LEGAL CLOSE AND OPERATIONAL LAUNCH
On the eve of the March 19 special shareowner meeting, it might be useful to set
employees' expectations on what is likely to happen -- both at the meeting
itself and in the following few weeks. Employees who are expecting to learn the
outcome of the proxy vote during the meeting itself will be disappointed. The
special HP meeting, which will be held in Cupertino, California, will be
generally a procedural affair centered on legal formalities.
On March 20, Compaq will hold its own special shareowner meeting in Houston,
Texas, and a majority of Compaq's outstanding shares must be voted in favor of
the merger and merger agreement for the transaction to proceed. Michael
Capellas, Compaq CEO, has stated publicly that he expects the Compaq shareowner
vote to pass.
VOTE CERTIFICATION
Assuming the Compaq vote passes, the next step is for HP's Inspectors of
Elections to certify the HP shareowners' vote. Once the vote is certified --
whether the result is for or against the issuance of shares in connection with
the merger -- both HP and Compaq will send out a press release and a message to
employees announcing the result. The releases and employee messages will be
distributed electronically and at approximately the same time.
If the HP vote is in favor of the merger, the next step is the official legal
close, which can occur as soon as a matter of days after the vote certification.
Legal close, however, should not be confused with the operational launch of the
new HP. Technically, the legal close and the operational launch of the new
company could occur on the same day. However, depending on when the vote is
certified, there also could be a short delay between the legal close and the
launch.
"Our goal during the entire process is to keep employees as informed as we are
legally able," said Yvonne Hunt, HP director of Internal Communication. "We will
update you on key decisions regarding the proxy vote shortly after they occur
and on organizational assignments as soon as we possibly can."
Even if both proxy votes are successful, employees of HP and Compaq should
continue to act as if they belong to separate companies until the official
launch of the new HP. For employees with direct customer contact -- especially
those who work in the field -- this means continuing to serve customer needs and
striving to meet Q2, FY02 financial goals.
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.