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 a message to HP employees from Patricia C. Dunn, a member of
HP's board of directors. This message is posted on HP's internal web site and
HP's external web site, www.VotetheHPway.com.
PATRICIA C. DUNN
Dear HP colleagues:
As a member of HP's Board of Directors I feel compelled to address Walter
Hewlett's latest missives on the merger with Compaq and the Board's process in
evaluating it.
As an HP director it is my duty to protect the interests of shareowners. It's a
responsibility that my fellow board members and I take very seriously. Moreover,
as chief executive officer of Barclays Global Investors, it is my job to protect
and grow more than $800 billion in individual and institutional financial assets
-- which includes a significant position in HP stock. In both of these roles, I
am keenly aware of and concerned about the quality and process of board
governance and the responsibility that comes with making decisions that affect
the business and financial future for a company and all of its stakeholders.
It's through this framework that I would like to convey my pride in the board's
oversight of HP on behalf of shareowners, customers and employees. The level of
discourse, constructive challenge and the fiduciary culture of the board are
all, I believe, at the high level that each of our constituents deserves.
The HP Board has been highly focused over the last several years on identifying
strategies to drive long-term growth and to renew HP's position at the forefront
of the technology industry. The Board has supported a series of decisions over
the last few years that have been important incremental drivers of renewal and
growth, including the spin-off of Agilent, the sale of VeriFone and numerous
fill-in acquisitions such as Bluestone, Dazel, Indigo, StorageApps and Trinagy.
I believe we are fully familiar with the opportunities and ultimate limitations
of organic strategies to drive shareholder value.
At the same time that the Board and management have paid close attention to
organic sources of renewal and growth, we have also maintained focus on the
elements of culture, incentives and rewards that align employee interests with
shareholders.
This board spent a great deal of time with management in review, discussion and
debate about the proposal to merge with Compaq. There has not been an issue
raised by investors, analysts, employees or market pundits that was not raised
by the Board in its deliberations. Issue by issue we worked through the logic,
opportunity for value creation, risks and execution -- the full set of pros and
cons.
It is fair to say that the Board approached this merger with appropriate
skepticism. After many hours in study and discussion, we individually and
collectively became convinced that the merger is indeed the best path for
shareholder value creation. That conviction is unaltered by subsequent events,
which speaks to the thoroughness of the process that management led and in which
the board fully participated.
I recognize that it's easy to lose sight of the facts in the intense back and
forth between opposing sides on this merger. I regret that we are all being
subjected to an unfortunate proxy contest. Despite the volley that inevitably
occurs in situations like these, I want you to know that your board and
management team considered this merger carefully and thoughtfully with each of
our stakeholders in mind. We concluded that merging with Compaq represents a
unique chance to lead, grow and create value, which is exactly what the
employees, customers and shareowners of this company should demand from their
Board and management team.
Very truly yours,
/s/ PATRICIA C. DUNN
Patricia C. Dunn
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.
* * * * *