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. The article is posted on
HP's internal web site.
COUNTDOWN TO THE VOTE
CARLY, EC MEMBERS CALL UPON SENIOR LEADERS TO SERVE AS SOURCE OF STRENGTH, FOCUS
FOR EMPLOYEES
Hewlett-Packard CEO Carly Fiorina opened the February 20 Senior Leaders
Communication Meeting by reminding the audience that the gathering probably
marked their "last time together before we take the vote." Approximately 160
leaders participated in the meeting, either in person from Cupertino,
California, or by phone from other locations.
With 27 days remaining before the March 19 special meeting to vote on issuing
shares of HP common stock in connection with the Compaq merger, Carly told
senior leaders that momentum continues to shift in favor of the merger. The
proxy contest is likely to grow in intensity as the vote approaches, she stated,
but HP will concentrate on "facts and substance."
"It is our job to stay focused on our case," she said. "We will continue to set
the record straight when our process is misrepresented."
As HP and Compaq continue to make progress in the final phase of integration
planning, Carly said they will pay particular attention to maintaining
continuity in front of customers. The selection process, she assured senior
leaders, will engage managers who know the performance and skills of the
employees involved. "We'll continue to make decisions that are best for the
business," she said.
EXTRAORDINARY LEADERSHIP
HP's CEO thanked the senior leaders for their role in achieving a successful
first quarter of FY02, saying that the world was "surprised and impressed" by
the company's financial results.
Chief Financial Officer Bob Wayman added praise of his own during his remarks.
The company posted strong results in
many areas, he said, including channel inventory, gross margin and cash
generation.
Bob also delivered an update on the proxy process and countered specific
criticism from the opposition regarding the track record of past mergers.
QUICKENING THE PACE
Susan Bowick, HP's Human Resources vice president, told leaders that the
integration planning team has been working on the architecture of the new HP and
the roles of enterprise functions such as IT, finance and HR. More details on
the selection process will be available as the merger close date approaches,
Susan said.
More than 600 HP and Compaq employees -- including sizable integration teams in
all the regions -- now are working on the "clean team" as the pace of the
planning intensifies in preparation for the close date, said integration lead
Webb McKinney. This date has not yet been set and will depend upon shareowner
and regulatory approval.
The team is also working on transition plans to move into the implementation
phase once the merger closes, Webb said.
During the Q&A session, senior leaders' questions touched on issues including
HP's global customer accounts, the reporting of pro forma financial results and
how the new company will differentiate products and services in the marketplace.
THE RIGHT MOVE
The next 27 days will be difficult in some ways, Carly told leaders, but
"exciting and exhilarating" as well.
"Your employees will look to you more than ever as a source of info, a source of
confidence and strength, and a source of focus," she said. Leaders should
concentrate on helping their people understand the issues, develop great
products, serve customers and deliver value.
"I am more and more convinced," she continued, that the merger is "the right
move at the right time for all the right reasons."
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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