HP INC — Proxy Solicitation & Information Statement 2002

Feb 19, 2002

DFAN14A 1 f77503h6dfan14a.htm FORM DFAN14A Walter B. Hewlett Definitive Additional 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

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

[Attached is the text of an advertisement that will run in the 2/19/02 edition of The Wall Street Journal and the 2/20/02 editions of the San Francisco Chronicle, the San Jose Mercury News, the Houston Chronicle, the Washington Post and the New York Times.] PAGEBREAK

Attention: All Hewlett-Packard Stockholders

THE HP/COMPAQ MERGER . . . GUESS WHICH STOCKHOLDERS REALLY BENEFIT?

SUN, DELL AND IBM

| SUN | ● | Scott McNealy
quips that part of his plan to cope with the recession is “just answer
the phone calls from HP and Compaq
customers.” 1 * |
| --- | --- | --- |
| DELL | ● | Michael Dell says,
“It’s just a delightful series of opportunities for us that
emerge from this. (HP and Compaq are) going to be doing a lot of things
that have nothing to do with adding value to customers, whereas we’re
going to be doing things for ours.” 2 * |
| | | When asked on
February 14 if Dell has seen actual sales as a result of customer
confusion being caused by the proposed HP-Compaq merger, Kevin Rollins,
president and chief operating officer of Dell said, “We actually
have.” 3 * |
| IBM | ● | “‘If I was
IBM, I’d be hoping the merger goes
through . . . It is in their best
interest’ . . . If the HP-Compaq merger goes through the combined company
has a huge ‘cultural conflict’ issue that will
be ‘enormously
difficult’ to overcome,” says EDS Chief Information and Chief
Technology Officer Terry Milholland. 4 * |
| SUN DELL IBM | ● | Sun is going
to have a field day, so is IBM. You tell the customer if you’re doing
high-end computing you need a company with a road map and
commitment . . . HP is sort of in a
pincher . . . Dell is squeezing you on cost and market
share and Sun and IBM are going to your customers and saying,
‘We
are not just selling you other people’s stuff here, we have our own
products and a road map,’ ” says Daniel
Kunstler of J.P. Morgan. 5 * |

WHY ON EARTH WOULD YOU VOTE FOR A MERGER THAT BENEFITS SUN, DELL AND IBM? YOU WOULDN’T AND YOU SHOULDN’T

WE URGE YOU TO VOTE “AGAINST” THE MERGER AND SIGN, DATE AND MAIL YOUR GREEN PROXY CARD TODAY. PLEASE DO NOT RETURN ANY WHITE PROXY CARDS. HP WILL NOT OWE COMPAQ A $675 MILLION BREAK-UP FEE IF HP STOCKHOLDERS JUST VOTE DOWN THE TRANSACTION.

A $25 BILLION MISTAKE IS NOT THE HP WAY

| * Permission to use
quotation was neither sought nor
obtained. 1 CNET.com , 12/19/01 2 Financial Times , 11/26/01 3 CNNfn , 2/14/02 4 CRN.com ,
02/11/02 5 San Jose Mercury
News , 09/05/01 |
| --- |
| 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 their opposition 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 other
documents 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 at 1-800-322-2885 or
1-212-929-5500, or by sending an email to proxy@mackenziepartners.com. |