HP INC — Proxy Solicitation & Information Statement 2002

Jan 29, 2002

DFRN14A 1 f77503e5dfrn14a.htm DFRN14A Amendment 4 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. 4)

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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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[Explanatory note: The purpose of this filing is to make certain revisions to pages 3, 8, 9, 14, 31, 38, 42, 46, 49, 51 and 54 of “The Report to the Trustees of the William R. Hewlett Revocable Trust on the Proposed Merger of the Hewlett-Packard Company and Compaq” so such pages read in their entirety as set forth below.]

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| 1 | Form 425 Filing, September 25, 2001, Carly Fiorina, addressing the IDC
European IT Forum |
| --- | --- |
| 2 | Form 425 Filing, September 4, 2001, Carly Fiorina, internal email to
employees |

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1 See Bernstein Research, 9/5/01 Page 2, The Pros and Cons of the HWP — CPQ Merger.

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| 1 | Form 425 Filing, September 4, 2001, Carly Fiorina, addressing members of the
financial analyst community |
| --- | --- |
| 2 | Based on Morgan Stanley research dated 10/2/01, FFL estimates |
| 3 | Banc of America Securities research dated 10/11/01 |
| 4 | Before potential revenue losses |

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Source: Parthenon Analysis

1 Based on 2Q’01 and 2Q’00 Factory Revenues as reported by IDC in “Server Tracker” database

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| 1 | Form 425 Filing, September 4, 2001, Carly Fiorina, internal email to
employees |
| --- | --- |
| 2 | Form 425 Filing, September 4, 2001, Carly Fiorina, addressing members of the
financial analyst community |
| 3 | San Francisco Chronicle, November 14, 2001 |

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1 Bernstein research dated October 1999

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1 Form 425 filing, October 16, 2001, Carly Fiorina, message discussing personnel appointments for the merged company

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| 1 | Based on discount in Morgan Stanley’s Pro Forma, Best and Worst case
scenarios from sum of Morgan Stanley’s standalone 2003 revenue estimates
for HP and Compaq |
| --- | --- |
| 2 | Based on Salomon Smith Barney’s estimate of $1B lost for the first six
quarters post deal (Q3 2002 – Q4 2003) |
| 3 | AT&T/NCR lost sales in Product and Systems Division“mainly due to the
loss of sales from some products that were phased out after the 1991
merger of AT&T and NCR Corporation”: AT&T 1993 Annual Report |
| 4 | Estimated sales lost Q2 1997 vs. Q2 1998 based on Dataquest PC unit
market share figures found in press releases, 7/28/97, 7/27/98 |
| 5 | Average of Parthenon midpoint, Morgan Stanley 2003 Pro Forma case
(12.1%), the midpoint of Bernstein’s base and downside case, SG Cowen’s
base case (12%), Banc of America’s 2003 base case (8%), and SSB estimate |
| 6 | Average of two values shown |
| 7 | Banc of America and Bernstein both published the expected impact of the
revenue loss on EPS: According to Banc of America, there is expected to be
a ($0.26) negative impact on EPS for every 5% of revenue loss beyond
management expectations (Page 11 of report cited below). Bernstein
estimates a ($0.39) negative impact for a revenue loss of 10% beyond
management expectations (Page 6 of report cited below). |

Source: Parthenon Analysis, Cowen Report, 10/10/01, Bernstein Research, 9/7/01, Banc of America Securities 10/11/01, Morgan Stanley Research 9/5/01, Salomon Smith Barney Research 10/4/01, AT&T 1993 Annual Report, Dataquest PC unit market share figures from press releases, 7/28/97, 7/27/98

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| 1 | HP form 425 Filing, September 4, 2001, Carly Fiorina, addressing members
of the financial analyst community |
| --- | --- |
| 2 | Compaq form 425 filing, October 15, 2001, Carly Fiorina, in an interview
at the Gartner Symposium ITxpo 2001 |
| 3 | NCR 10-12B filing dated 9/26/96 |
| 4 | Business Week, 8/28/89 “Information Processing: This is Hardly the
Turning Point Unisys Had in Mind ,” Unisys 2000 annual report |
| 5 | Credit Card Management “ Verifone’s Rivals Step Up the Pressure” found on
Hypercom website, Computerworld, 5/14/01, page 10 |
| 6 | Chronology of Workstation Computers, 2001, Electronic Business Buyer, 6/94,
page 36, Upside 4/98, page 4 |
| 7 | Compaq S-4, 5/6/98, Compaq 1998 and 2000 annual reports |

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| 1 | Form 425 Filing, November 7, 2001, Webb McKinney, President of HP’s Business
Customer Organization, message discussing integration efforts in connection
with the merger |
| --- | --- |
| 2 | Form 425 Filing, October 16, 2001, Webb McKinney, President of HP’s Business
Customer Organization, message discussing personnel appointments for the merged
company |
| 3 | Form 425 Filing, September 4, 2001, Carly Fiorina, addressing members of the
financial analyst community |