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 series of frequently asked questions and answers for HP
shareowners regarding the HP special meeting to be held in connection with the
Merger. This series of FAQs is posted on HP's external web sites, www.hp.com and
www.VotetheHPway.com, and on HP's internal web site.
FREQUENTLY ASKED QUESTIONS FOR HP SHAREOWNERS
REGARDING THE HP SPECIAL MEETING FOR THE COMPAQ MERGER
This series of FAQs is intended to provide HP shareowners with information
regarding the HP special meeting for the Compaq merger.
HP shareowners with further questions about the merger or how to vote or revoke
your proxy should contact:
Georgeson Shareholder Innisfree M&A Incorporated
111 Commerce Road 501 Madison Avenue, 20th Floor
Carlstadt, New Jersey 07072 New York, New York 10022
shareowners: (888) 921-5724 shareowners: (877) 750-5833
international calls: (416) 847-7199 international calls: (212) 785-8194
banks and brokers: (212) 750-5833
If you need additional copies of the joint proxy statement/prospectus or voting
materials for the HP special meeting, you should contact Georgeson Shareholder
or Innisfree M&A Incorporated as described above or send e-mail to
hp@georgeson.com or info@innisfreema.com.
HP SHAREOWNERS ARE ENCOURAGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
PREPARED BY HEWLETT-PACKARD COMPANY AND COMPAQ COMPUTER CORPORATION. THE JOINT
PROXY STATEMENT/PROSPECTUS CONTAINS IMPORTANT INFORMATION ABOUT THE MERGER THAT
HP SHAREOWNERS SHOULD CONSIDER IN EVALUATING THE MERGER.
FREQUENTLY ASKED QUESTIONS REGARDING THE HP SPECIAL MEETING FOR THE COMPAQ
MERGER
Q: WHY IS HP HOLDING A SPECIAL MEETING FOR THE COMPAQ MERGER?
A: HP and Compaq Computer Corporation have entered into a merger agreement
to combine their businesses through the merger of a wholly-owned
subsidiary of HP, named Heloise Merger Corporation, into Compaq. We
refer to this transaction as the "merger." Upon completion of the
merger, Compaq will become a wholly-owned subsidiary of HP, and former
shareowners of Compaq will become shareowners of HP.
In order to complete the merger, HP shareowners must approve the
issuance of shares of HP common stock in connection with the merger
and Compaq shareowners must approve
and adopt the merger agreement and approve the merger. Each of HP and
Compaq will hold a special meeting of its respective shareowners to
obtain these approvals.
Q: HOW DOES THE BOARD OF DIRECTORS OF HP RECOMMEND THAT I VOTE?
A: The HP board of directors recommends that you vote "FOR" the proposal
to approve the issuance of shares of HP common stock in connection with
the merger.
Q: WILL I RECEIVE PROXY MATERIALS FOR THE HP SPECIAL MEETING?
A: If you were an HP shareowner as of the close of business on January 28,
2002 (we refer to January 28, 2002 as the "record date"), you will
receive a joint proxy statement/prospectus containing important
information about the merger and the special meeting of each of HP and
Compaq, as well as a copy of the merger agreement. You will also
receive WHITE voting materials for the HP special meeting which allow
you to vote your shares of HP common stock without attending the HP
special meeting.
Q: WHEN WILL I RECEIVE MY PROXY MATERIALS?
A: Proxy materials were mailed to HP shareowners beginning on February 6,
2002. Although we expect that materials will begin to arrive as early
as February 8, if you live in the U.S., please allow at least two weeks
for delivery (in some cases, materials will be forwarded to shareowners
through third parties, such as banks and brokers, and you should also
allow time for mail processing). If you live outside of the U.S.,
please allow three weeks.
Q: WHAT IF I DON'T RECEIVE MY PROXY MATERIALS?
A: If you don't receive your proxy materials within the time specified
above, duplicate materials may be requested from:
Georgeson Shareholder Innisfree M&A Incorporated
111 Commerce Road 501 Madison Avenue, 20th Floor
Carlstadt, New Jersey 07072 New York, New York 10022
shareowners: (888) 921-5724 shareowners: (877) 750-5833
international calls: (416) 847-7199 international calls: (212) 785-8194
email: hp@georgeson.com banks and brokers: (212) 750-5833
email: info@innisfreema.com
You may also download a copy of the joint proxy statement/prospectus at
www.votethehpway.com or obtain a copy of HP's registration statement on
Form S-4 filed on February 5, 2002, which contains the joint proxy
statement/prospectus, at www.sec.gov. However, you will need to contact
Georgeson Shareholder or Innisfree M&A to obtain a proxy or voting
instruction card.
Q: AS AN HP SHAREOWNER, HOW CAN I VOTE?
A: You may direct your vote without attending the HP special meeting. If
you are a shareowner of record, you may vote by granting a proxy. If
you hold shares in street name, you may vote by submitting voting
instructions to your broker or nominee. Simply complete, sign and date
your WHITE proxy card or voting instruction card, as applicable, for
the HP special meeting and mail it in the pre-addressed envelope
provided. There will be no telephone or Internet voting for the HP
special meeting.
If you are a shareowner of record, you may also vote in person at the
HP special meeting. If you hold shares in a stock brokerage account or
if your shares are held by a bank or nominee (i.e., in street name),
you may not vote in person at the HP special meeting unless you obtain
a signed proxy from the record holder giving you the right to vote the
shares.
You will also need to present photo identification and comply
with the other admission procedures described below (See "When and
where is the HP special meeting?" and "How can I attend the HP special
meeting?").
Q: WHAT SHOULD I DO WHEN I RECEIVE MY HP PROXY MATERIALS?
A: Please review the joint proxy statement/prospectus carefully and sign,
date and return each WHITE proxy card and voting instruction card you
receive for the HP special meeting as soon as possible.
Q: WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?
A: Please complete, sign, date and return each WHITE proxy card and voting
instruction card that you receive. You may receive more than one set of
voting materials, including multiple copies of this joint proxy
statement/prospectus and multiple WHITE proxy cards or voting
instruction cards. For example, if you hold your shares in more than
one brokerage account, you will receive a separate voting instruction
card for each brokerage account in which you hold shares. If your
shares are held in more than one name, or if you hold shares through
HP's TAXCAP or Stock Ownership Plan in addition to other holdings, you
will receive more than one proxy or voting instruction card.
In addition, if you are a shareowner of both HP and Compaq, you may
receive one or more WHITE proxy cards or voting instruction cards for
HP and one or more WHITE proxy cards or voting instruction cards for
Compaq. If you are a shareowner of both HP and Compaq, please note that
a vote for the issuance of shares in connection with the merger for the
HP special meeting will not constitute a vote for the proposal to
approve and adopt the merger agreement and approve the merger for the
Compaq special meeting, and vice versa. Therefore, please sign, date
and return each WHITE proxy and voting instruction card you receive,
whether from HP or Compaq.
Q: DOES THE COLOR OF THE PROXY CARD MATTER?
A: WHITE proxy cards and voting instruction cards are being solicited on
behalf of the HP board of directors in favor of the proposal to approve
the issuance of shares of HP common stock in connection with the merger.
The HP board of directors urges HP shareowners to complete, sign, date
and return each WHITE proxy or voting instruction card promptly.
The green proxy cards are being sent to HP shareowners by a dissident
group soliciting proxies against the proposal. The HP board of
directors urges HP shareowners to discard any green proxy or voting
instruction card sent by the dissident group.
Q: I HAVE RECEIVED A GREEN PROXY OR VOTING INSTRUCTION CARD. SHOULD I SIGN
IT AND MAIL IT?
A: No. The HP board of directors urges HP shareowners to discard any
green proxy or voting instruction cards sent to you by the dissident
group that is soliciting proxies against the proposal.
Q: I HAVE ALREADY SUBMITTED A GREEN PROXY OR VOTING INSTRUCTION CARD. MAY
I CHANGE MY VOTE?
A: Yes. You may revoke a previously granted green proxy or voting
instruction at any time prior to the special meeting by:
o signing and returning a later dated WHITE proxy or
voting instruction card for the HP special meeting; or
o attending the HP special meeting and voting in person.
Only your last submitted proxy or voting instruction card will be
considered. You do not need to contact the dissident group to revoke
any previously granted proxy you may have given by returning a green
proxy card.
Q: I HAVE SUBMITTED A GREEN CARD AND A WHITE CARD. WHICH VOTE WILL BE
COUNTED?
A: If you submit more than one proxy card, your latest-dated proxy card
will be counted. Therefore, it is important you complete, sign, date
and return a WHITE proxy card after any green proxy or voting
instruction card you may have submitted. If you complete, sign, date
and return a WHITE proxy or voting instruction card with a later date
after you have submitted a green proxy or voting instruction card, the
WHITE proxy or voting instruction card will automatically revoke the
green proxy or voting instruction card.
Q: WHEN AND WHERE IS THE HP SPECIAL MEETING?
A: The special meeting of HP shareowners will be held at 8:00 a.m., local
time, on Tuesday, March 19, 2002, at The Flint Center, 21250 Stevens
Creek Boulevard, Cupertino, California. Check-in will begin at 6:30 a.m.
Please allow ample time for the check-in
procedures. (Driving directions for The Flint Center are included at the
end of these FAQs).
Q: HOW CAN I ATTEND THE HP SPECIAL MEETING?
A: You are entitled to attend the special meeting only if you were an HP
shareowner or joint holder as of the close of business on January 28,
2002, or if you hold a valid proxy for the special meeting. You should
be prepared to present photo identification for admittance. In addition,
if you are a record holder or hold your shares through HP's TAXCAP or
Stock Ownership Plan, your name will be verified against the list of
record holders or plan participants on the record date prior to being
admitted to the meeting. If you are not a record holder but hold shares
through a broker or nominee (i.e., in street name), you should provide
proof of beneficial ownership on the record date, such as your most
recent account statement prior to January 28, 2002, or other similar
evidence of ownership. If you do not provide photo identification or
comply with the other procedures outlined above upon request, you will
not be admitted to the HP special meeting. The special meeting will
begin promptly at 8:00 a.m. Check-in will begin at 6:30 a.m., and you
should allow ample time for check-in procedures.
Q: WHAT IS THE SIGNIFICANCE OF WHETHER I HOLD MY SHARES AS A RECORD HOLDER
OR IN STREET NAME?
A: HP shareowners are being asked to vote both shares held directly in
their name as shareowners of record and any shares they may hold in
street name as beneficial owners. Shares held in street name are shares
held in a stock brokerage account or shares held by a bank or other
nominee.
The method of voting differs for shares held as a record holder and
shares held in street name. Record holders will receive proxy cards.
Holders of shares in street name will receive voting instruction cards
in order to instruct their brokers or nominees how to vote.
If HP shareowners of record do not include instructions on how to vote
their properly signed WHITE proxy cards for the HP special meeting,
their shares will be voted "for" the proposal to approve the issuance
of shares of HP common stock in connection with the merger, and in the
discretion of the proxy holders on any other business that may properly
come before the HP special meeting or any adjournment or postponement
thereof.
If HP shareowners holding shares of HP common stock in street name do
not provide voting instructions, their shares will not be considered
to be votes cast on the proposal.
Shareowners of record of HP common stock may also vote in person at
the HP special meeting by submitting their proxy cards or by filling
out a ballot at the special meeting.
If shares of HP common stock are held by HP shareowners in street name,
those HP shareowners may not vote their shares in person at the HP
special meeting unless they
bring a signed proxy from the record holder giving them the right to
vote their shares and fill out a ballot at the special meeting.
Q: WHAT IF I HOLD MY SHARES IN HP'S TAXCAP PLAN OR AGILENT'S 401(K) PLAN?
A: These shares will generally be treated like street name shares.
However, any HP shares held in HP's TAXCAP plan and Agilent
Technologies, Inc.'s 401(k) plan, respectively, as to which voting
instructions are not provided will be voted in proportion to the way
the other participants of HP's TAXCAP plan and Agilent's 401(k) plan,
respectively, vote their shares. See also "How can I attend the HP
special meeting?"
Q: WILL MY VOTE BE KEPT CONFIDENTIAL?
A: It is HP's policy that proxy instructions, ballots and voting
tabulations that identify individual HP shareowners are handled in a
manner that protects voting privacy. HP shareowner votes will not be
disclosed within HP or to Compaq or third parties, except (1) as
necessary to meet applicable legal requirements, (2) to allow for the
tabulation of votes and certification of the vote, or (3) to facilitate
a successful proxy solicitation. Occasionally, HP shareowners provide
written comments on their proxy cards, which are then forwarded to HP
management.
Q: WILL MY VOTE BE PROVIDED TO MY MANAGER OR OTHERWISE BE A FACTOR IN MY
PERFORMANCE EVALUATION?
A: No. Voting information is only available to HP employees who are
involved in the proxy solicitation process in accordance with HP's
confidential voting policy described above. Your vote will have no
bearing on your performance evaluation.
Q: WHAT IF I AM CONTACTED BY A THIRD PARTY SEEKING TO INFLUENCE MY VOTE?
A: HP has retained Georgeson Shareholder and Innisfree M&A Incorporated as
its proxy solicitors for the HP special meeting. HP shareowners,
including employees, may receive calls from Georgeson and Innisfree
regarding their vote for the HP special meeting. HP shareowners,
including employees, may also receive calls from the proxy solicitor
for the dissident group. Shareowners may, but are not required to,
discuss their vote with any proxy solicitor. These calls are
confidential and will have no effect on a shareowner-employee's job or
performance evaluation.
Q: HOW DID THE DISSIDENT GROUP OBTAIN HP SHAREOWNER ADDRESSES FOR THE
PURPOSE OF MAILING ITS PROXY SOLICITATION MATERIALS?
A: Under Delaware law, HP is required to provide a list of its shareowners
entitled to vote at the special meeting to the dissident group.
Q: WHO WILL COUNT THE VOTES FOR THE HP SPECIAL MEETING?
A: HP intends to retain an independent third party to act as Inspector of
Elections and tabulate the votes for the HP special meeting.
Q: WHEN DO HP AND COMPAQ EXPECT TO COMPLETE THE MERGER?
A: HP and Compaq currently plan to complete the merger in the first half
of calendar year 2002. However, we cannot predict the exact timing of
the completion of the merger because the merger is subject to
governmental and regulatory review processes and other conditions.
Q: WHAT IS THE STATUS OF THE ANTITRUST REVIEWS OF THE MERGER?
A: The merger is subject to review by the United States Federal Trade
Commission under the Hart-Scott-Rodino Improvements Act of 1976, and was
subject to review by the European Commission under Council Regulation
No. 4064/89 of the European Community and by the Canadian Competition
Bureau under the Competition Act (Canada). On January 31, 2002, the
European Commission issued a formal decision clearing the merger on the
basis that it does not create or strengthen a dominant position as a
result of which effective competition would be significantly impeded in
the European Economic Area (as defined by European Community
regulations) or in a substantial part of it. On December 20, 2001, the
Canadian Competition Bureau completed its review of the proposed merger
and found no issues of competitive concern. The merger remains under
review within the FTC. We have been in close contact and have fully
cooperated with the FTC staff throughout the investigation. Although we
cannot predict when the FTC review will conclude, we remain hopeful
about a favorable outcome in the near future.
Q: IN SETTING THE DATE FOR THE HP SPECIAL MEETING, WHY DID YOU WAIT UNTIL
AFTER EC CLEARANCE BUT DID NOT WAIT FOR FTC CLEARANCE?
A: A number of regulatory factors were considered in scheduling the HP
special meeting, the most important of which is effectiveness of HP's
registration statement on Form S-4. We have been sensitive to timetables
for the antitrust reviews on both continents ever since the announcement
of the merger. In light of all of the relevant circumstances, we
determined that March 19 would be an appropriate date for the HP special
meeting in connection with this transaction.
Q: HAS THE SECURITIES AND EXCHANGE COMMISSION APPROVED THE MERGER?
A: The Securities and Exchange Commission does not "approve" transactions.
HP filed its registration statement on Form S-4, including a joint
proxy statement/prospectus with respect to the merger, with the SEC and
on February 5, 2002, the SEC declared HP's registration statement
effective. This means that HP and Compaq may distribute the joint proxy
statement/prospectus to shareowners of HP and Compaq in connection with
the special meetings of shareowners that are being held by each company
in connection with the merger.
Q: IS THE SPECIAL MEETING DIFFERENT FROM THE ANNUAL MEETING? WHEN IS THE
ANNUAL MEETING?
A: The special meeting is different from the annual meeting. At the special
meeting, HP shareowners will be asked to consider and vote upon a
proposal to approve the issuance of shares of HP common stock in
connection with the Compaq merger. At the annual meeting, HP shareowners
will be asked to consider and vote upon proposals relating to the
election of directors and ratification of auditors, and conduct other
routine business. No date for the annual meeting has been set. HP
shareowners as of the record date for the annual meeting will be
notified of the annual meeting and, following the filing of a
definitive proxy statement for the annual meeting, will be sent proxy
materials for the annual meeting.
THANK YOU FOR YOUR INTEREST AND SUPPORT--YOUR VOTE IS IMPORTANT!
PLEASE RETURN YOUR WHITE PROXY CARD OR VOTING INSTRUCTION CARD
FOR THE HP SPECIAL MEETING TODAY
DIRECTIONS TO THE FLINT CENTER
[MAP APPEARS HERE]
FROM SAN FRANCISCO:
o Take 280 South to 85 South towards Gilroy.
o Exit at Stevens Creek Blvd. (1st off-ramp).
o Turn East (left) onto Stevens Creek Blvd. (over freeway), then turn right
onto Mary Ave. (2nd light).
o Upon entering De Anza College campus, bear right and follow signs to parking.
o At stop sign turn left.
Parking is available in the parking structure on your right.
FROM SAN JOSE:
o Take 280 North to the De Anza Blvd. exit.
o Turn South (left) onto De Anza Blvd. and proceed to Stevens Creek Blvd.,
turn right onto Stevens Creek then left onto Mary Ave.
o Upon entering De Anza College Campus, bear right and follow signs to parking.
o At stop sign turn left.
Parking is available in the parking structure on your right.
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 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, any statements of belief and any statements of
assumptions underlying any of the foregoing. The risks, uncertainties and
assumptions referred to above include the possibility that the merger may not
close or that HP or Compaq may be required to modify some aspects of the
acquisition transactions in order to obtain regulatory approvals 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
subsequently filed reports. 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.