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.
AND THE WINNER IS...
by John Pollack
IVS TAKES ON INDEPENDENT ROLE OF SORTING THROUGH HUNDREDS OF THOUSANDS OF
PROXY CARDS
With many industry analysts projecting a close vote that will be decided by
hundreds of thousands of proxy cards, voting instruction cards and paper
ballots, HP has hired one of the nation's leading independent vote-counting
firms to tabulate results -- a process that could take several weeks.
The firm is IVS Associates of Newark, Delaware, an organization that specializes
in corporate proxy votes at Fortune 500 and other companies.
"We're hired as an independent third party with no stake in the outcome," said
Michael Barbera, vice president of IVS Associates. "Our job is to count the
votes fairly -- and that's our expertise."
And with hundreds of thousands of HP shareowners participating
-- shareowners who have been courted for weeks by mail and phone calls from
proxy solicitation firms seeking support -- counting and certifying the vote is
not a simple task.
"It's a very tedious process and very time-consuming," Barbera said.
MOST VOTE BEFORE MEETING
Judging from past experience, Barbera stated that most individual and
institutional shareowners will have cast their votes by delivering proxies
before HP's special shareowner meeting on March 19. Institutional shareowners
hold more than half of the HP shares eligible to vote at the meeting. About 18
percent is held by members of the Hewlett and Packard families, and related
foundations and trusts. Individual shareowners control the rest, and this group
includes employees, retirees, company executives and retail holders.
However, shareowners may show up at the meeting to vote in person, and HP will
be prepared with ballots. Shareowners who wish to vote in person at the meeting
must meet certain requirements. They must be HP "shareowners of record" as of
the close of business on January 28, 2002 -- meaning that they held stock in
their own name at that date and time. Certain plan participants also may vote at
the meeting. Check-in for the meeting begins at 6:30 a.m. (Pacific time), and
the meeting starts at 8:00.
If a shareowner holds HP stock in "street name" -- meaning that they own it
through a bank, brokerage account or other nominee -- they can attend the
special meeting after providing proof of ownership of HP stock as of the close
of business on January 28, such as their most recent account statement prior to
January 28, or other similar evidence of ownership. However, street name holders
can only vote at the meeting if they arrive with a signed proxy from their
broker or nominee, authorizing them to vote their shares.
All shareowners and their proxies will be required to present valid
identification to attend the meeting.
Each of HP's approximately 1.9 billion shares of common stock outstanding at the
close of business on January 28, 2002 will be entitled to cast one vote at the
meeting. More than half that number must be present in person or have delivered
a proxy to meet legal requirements for a quorum, or a valid vote.
Assuming that the relevant quorum requirements are met, winning the vote
requires an affirmative vote of a majority of the votes cast at the meeting,
provided that the total votes cast on the proposal represents more than 50
percent of all shares of HP common stock entitled to vote on the proposal.
More specific details on the voting requirements for the merger are contained in
the joint proxy statement/prospectus mailed to HP shareowners in February.
INSPECTORS WILL MONITOR VOTING
Three election inspectors from IVS Associates will monitor the in-person
balloting at the meeting. After the meeting is adjourned, IVS Associates will
transport the ballots under tight security to a facility in Delaware, where a
team of 25 independent people -- under the direction of IVS and including the
firm's principals -- will begin the laborious counting process.
Some shareowners mail back every card they are sent, voting for both sides in
the process, Barbera said. Some simply change their mind. And others don't
bother to vote at all. Much of the work in the counting process lies in sorting
out redundant cards submitted by the same shareowner to determine which was the
most recent -- and therefore valid -- card submitted. In addition, proxy and
voting instruction cards reflect a shareowner's holdings, and shareowners may
submit several cards if they have holdings in different accounts.
THE ORIGINS OF COLORED CARDS
Most votes cast in corporate proxy contests take the form of clearly
identifiable colored cards. In this particular case, white cards are being
solicited by HP's management in favor of the merger proposal, and green cards
are being solicited by the opposition against the merger proposal. Adding to the
complexity of the vote-counting task is that shareowners also had the option of
voting against the merger proposal on the white cards or for it on the green
cards.
Although historians are unclear as to the origins of colored proxy cards, the
casting of colored ballots in American business decisions stretches back more
than a century.
FINAL TALLY WILL TAKE TIME
Once the staff from IVS Associates -- working away from the hubbub of interested
parties -- sorts through all the proxies and confirms that they have been cast
by eligible shareowners, it will issue a preliminary tally to both parties in
the proxy contest. Both parties in the proxy contest will then have the
opportunity to review the initial count and challenge individual proxies.
Challenges are fairly typical in proxy contests if the vote is close and can
sometimes take weeks to complete.
IVS Associates, whose principals take an oath of impartiality and have overseen
hundreds of contested votes, will determine the validity of individual proxies.
Once the challenges have been settled, the firm will issue a certified count on
the vote. However, given the number of votes involved, the result may not be
final until some time in April. Although it may seem like a long wait, the
process is designed to ensure the votes are counted carefully.
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.
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