HP INC — Proxy Solicitation & Information Statement 2002

Mar 18, 2002

DFAN14A 1 f79585e9dfan14a.htm FORM DFAN14A Walter B. Hewlett Definitive Schedule 14A PAGEBREAK

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

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HEWLETT-PACKARD COMPANY

(Name of Registrant as Specified In Its Charter)

WALTER B. HEWLETT, EDWIN E. VAN BRONKHORST AND THE WILLIAM R. HEWLETT REVOCABLE TRUST

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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FOR IMMEDIATE RELEASE

WALTER HEWLETT COMMENTS ON GROWING PUBLIC OPPOSITION TO MERGER

Palo Alto, CA, March 15, 2002 — Walter B. Hewlett, on behalf of The William R. Hewlett Revocable Trust and its trustees, today made the following statement regarding the decision to vote against the merger of Hewlett-Packard (NYSE: HWP) with Compaq (NYSE: CPQ) by The New York State Teachers Retirement System, the Public Employees’ Retirement Association of Colorado and Parnassus Investments. These announcements follow statements of opposition made earlier today by The New York State Common Retirement System Fund and the State of Michigan Retirement Systems:

| We continue to believe that the proposed Compaq merger is not in the
best interests of HP stockholders and has already destroyed stockholder
value and would further destroy value if the transaction is approved.
In addition to the significant integration risk of the proposed merger,
HP would be selling 35% of its crown jewel Imaging & Printing business
to acquire a much worse business — PCs and commodity computing. |
| --- |
| We are delighted that the New York State Teachers Retirement System, the
Public Employees’ Retirement Association of Colorado and Parnassus
Investments have announced their intention to vote against the proposed
Compaq merger. Together, these institutions control almost 8.5 million
HP shares. |
| This morning, The New York State Common Retirement System Fund and the
State of Michigan Retirement Systems also announced their decisions to vote
against the merger. We would like to thank all those stockholders,
customers
and employees who have publicly or privately supported us in opposing this
transaction. |
| We are also pleased that today the LEX column of The Financial Times stated
that HP “shareholders would be advised to vote ‘no’ next week. . . The
potential cost synergies are attractive. But the execution risk is huge.
And HP shareholders are being asked to pay 47 times Compaq’s 2002 earnings
for the privilege. . . Were Compaq the perfect partner, it might be worth
taking the risk. Yet buying Compaq will turn HP into the world’s biggest PC
manufacturer.” |
| Additionally, IDG Computerworld yesterday said that “the proposed
Hewlett-Packard buy-out of Compaq Computer Corp. is a merger of
desperation.” Citing results of two Computerworld surveys of IT leaders,
IDG “warn[ed] that HP/Compaq customers stand to be [the] biggest losers
in HP/Compaq mega-merger.” |

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| The significant public opposition and the real opportunity to stop this
transaction is a clear victory not just for HP stockholders, but for all
stockholders. Together, we will demonstrate that accountability is not
a platitude and that stockholders, the true owners of a company, can —
and should — have a say in the decisions that are made by management and
the Board. |
| --- |
| We urge you to vote against the proposed merger by signing, dating and
mailing your GREEN proxy card today. Only your latest dated proxy
counts — you have every right to vote against the merger now by
returning a GREEN proxy card even if you have previously delivered
another proxy card. |

For additional information, visit our website at www.votenohpcompaq.com

FORWARD-LOOKING STATEMENTS

The views expressed in this release contain judgments, which are subjective in nature and in certain cases forward-looking in nature. This release also contains estimates made without the benefit of actual measurement. Forward-looking statements and estimates by their nature, involve risks, uncertainties and assumptions. Forward-looking statements and estimates are inherently speculative in nature and are not guarantees of actual measurements or of future developments. Actual measurements and future developments may and should be expected to differ materially from those expressed or implied by estimates and forward-looking statements. The information contained in this release does not purport to be an appraisal of any business or business unit or to necessarily reflect the prices at which any business or business unit or any securities actually may be bought or sold.

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 soliciting materials 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, Inc. at 1-800-322-2885 or 1-212-929-5500, or by sending an email to proxy@mackenziepartners.com.

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Media: Joele Frank/Todd Glass Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449