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HP INC Proxy Solicitation & Information Statement 2002

Feb 27, 2002

30213_psi_2002-02-27_b5a843aa-a51c-40db-84cb-ba11e88e0cb4.zip

Proxy Solicitation & Information Statement

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DFRN14A 1 f77503k3dfrn14a.htm DFRN14A Amendment 1 Walter B. Hewlett Soliciting Materials 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 (AMENDMENT NO. 1)

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

(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)

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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee
paid previously with preliminary materials:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

PAGEBREAK

[Explanatory Note: this filing amends the Schedule 14A filed on 2/26/02 (entitled “The Case Against the HP/Compaq Merger”) to revise p. 20 of the filing so it reads in its entirety as follows.]

PAGEBREAK

1 Includes Microsoft, Intel, HP, Compaq, Dell, IBM, and Gateway.
2 Compaq: Data includes all PCs, handhelds and workstations. Historical
operating profit from Company filings and 1/28/02 Deutsche Bank research.
2002 projections for 1/28/02 Deutsche Bank research. HP: Data includes PCs
for 1998-2000 and PC plus handhelds for 2001-2002. Historical operating
profit from 10/2/01 Morgan Stanley research; projected 2002 values are from
2/13/02 Banc of America Securities research. IBM: Historical operating
profit from company reports. 2002 projections from 11/1/01 Morgan Stanley
research. Gateway: Operating profit from 4/7/00, 7/20/01, and 1/25/02 and
Morgan Stanley research.
3 Dell: Operating profit margin for entire company from Dell website and
11/23/98, 10/18/99, 8/11/00, and 1/22/02 Morgan Stanley research. Total
company operating profit margin applied to PC only revenue to find operating
profit by year.
4 Microsoft: 1998-2001 operating margins for PC-related software and services
based on company 10-K filings. Operating margins applied to reported revenue
for Desktop applications and platforms.
5 Intel: 1998-2001 operating margins based on Intel Architecture Group
operating margins from company filings and 1/15/02 press release. Margins
applied to estimated desktop-specific revenue in 10/17/01 CIBC World Markets
report. 2002 projection based on overall Intel revenue and operating profit
growth from 1/16/02 Morgan Stanley research, applied to current estimated
Intel revenue and operating profit in desktops.

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