SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
| [ ] | Preliminary Proxy Statement | |
| [ ] | Definitive Proxy Statement | |
| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| [X] | Definitive Additional Materials | |
| [ ] | Soliciting Material Pursuant to Rule 14a-12 |
HEWLETT-PACKARD COMPANY
WALTER B. HEWLETT, EDWIN E. VAN BRONKHORST AND THE WILLIAM R. HEWLETT REVOCABLE TRUST
Payment of Filing Fee (Check the appropriate box):
| [X] | Fee not required. | ||||
| [ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | ||||
| (1) | Title of each class of securities to which transaction applies: |
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| (2) | Aggregate number of securities to which transaction applies: |
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| (3) | Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined): |
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| (4) | Proposed maximum aggregate value of transaction: |
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| (5) | Total fee paid: |
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| [ ] | Fee
paid previously with preliminary materials: |
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| [ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | ||||
| (1) | Amount Previously Paid: |
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| (2) | Form, Schedule or Registration Statement No.: |
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| (3) | Filing Party: |
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| (4) | Date Filed: |
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 VIA FACSIMILE AND MAIL March 4, 2002 Larry W. Sonsini Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, Ca 94304 |
ATTORNEYS AT LAW Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306-2155 Main 650 843-5000 Fax 650 849-7400 www.cooley.com STEPHEN C. NEAL 650 843-5182 nealsc@cooley.com |
Broomfield, CO 720 566-4000 Kirkland, WA 425 893-7700 Menlo Park, CA 650 843-5100 Reston, VA 703 456-8000 San Diego, CA 858 550-6000 San Francisco, CA 415 693-2000 |
| Re: | No “Break-Up Fee” Payable Upon Mere Stockholders No Vote |
Dear Larry:
Apparently there is some confusion in the market as to whether Hewlett-Packard would be required to pay a $675 million break-up fee to Compaq upon defeat of the transaction at the HP stockholders meeting. We believe it is 100% clear under the HP/Compaq merger agreement that if HP stockholders merely vote down the transaction on March 19, then HP does not have to pay any break-up fee whatsoever.
It is unfortunate that material information of this sort is unclear at this late date. I would appreciate it if you would advise your solicitation team to make sure that stockholders fully understand this important information.
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Yours very truly, /s/ Stephen C. Neal Stephen C. Neal |
cc: Walter B. Hewlett
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ADDITIONAL IMPORTANT INFORMATION
On February 5, 2002, Walter B. Hewlett, Edwin E. van Bronkhorst and the William R. Hewlett Revocable Trust (collectively, the “Filing Persons”) filed a definitive proxy statement with the Securities and Exchange Commission relating to the proposed merger involving Hewlett-Packard Company and Compaq Computer Corporation. The Filing Persons urge stockholders to read their definitive proxy statement because it contains important information. You may obtain a free copy of the Filing persons’ definitive proxy statement and any other documents relating to the Filing Persons’ solicitation on the Securities and Exchange Commission’s website at www.sec.gov, on the Filing Persons’ website at www.votenohpcompaq.com, or by contacting MacKenzie Partners at 1-800-322-2885 or 1-212-929-5500, or by sending an email to proxy@mackenziepartners.com.