HP INC — Proxy Solicitation & Information Statement 2002

Jan 25, 2002

DFAN14A 1 f77503e4dfan14a.htm DFAN14A 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

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))
[ ]	Definitive Additional Materials
[X]	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):

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computed pursuant to Exchange Act Rule 0-11 (Set forth the
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paid previously with preliminary materials:
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[Explanatory note: this filing contains information provided in a website located on the Internet at www. votenohpcompaq.com]

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Vote No on HP Compaq — Home	Stockholder Information	Financial Analysis	Press Releases & Statements	About Us	Contacts

| For a summary of
what we believe to
be the consequences
of the proposed
merger with Compaq,
[link to summary] |
| --- |
| In the interests of all stockholders, we will continue to actively oppose the Compaq transaction and will
ask for your vote to stop it. |
| This site is designed to keep you informed about our efforts to stop this transaction. It includes the
independent analysis of our financial advisor, Friedman Fleischer & Lowe, LLC, press releases and the latest
SEC filings. If you have any questions please call our proxy solicitor, MacKenzie Partners, Incorporated, at
1-877-750-5838. |
| Very truly yours, |
| /s/ Walter B. Hewlett Walter B. Hewlett |
| IMPORTANT INFORMATION |
| On December 27, 2001, Walter B. Hewlett, Edwin E. van Bronkhorst and The William R. Hewlett Revocable Trust
(the “Trust”) filed a preliminary proxy statement on Schedule 14A with the Securities and Exchange
Commission relating to a solicitation of proxies from the stockholders of Hewlett-Packard Company in
connection with a meeting of stockholders of Hewlett-Packard to be held for the purpose of voting on various
matters relating to the possible merger transaction involving Hewlett-Packard and Compaq Computer
Corporation (the “Proposed Merger”). This preliminary proxy statement was revised by Amendment No. 1 to the
Schedule 14A filed with the Securities and Exchange Commission on January 14, 2002 (the “Revised Preliminary
Proxy Statement”). Mr. Hewlett, Mr. van Bronkhorst and the Trust will prepare and file with the Securities
and Exchange Commission a definitive proxy statement relating to their opposition to the Proposed Merger and
may file other proxy solicitation materials regarding the Proposed Merger. SECURITY HOLDERS ARE ADVISED TO
READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. The Revised Preliminary Proxy Statement is, and the definitive proxy
statement (when it becomes available) will be, available for free at www.sec.gov , along with any other
relevant documents. You may also obtain a free copy of the Revised Preliminary Proxy Statement, or the
definitive proxy statement (when it becomes available), by contacting MacKenzie Partners at 212-929-5500, or
by sending an email to proxy@mackenziepartners.com . |
| Information regarding the names, affiliation and interests of persons who may be deemed to be participants
in our solicitation of proxies of Hewlett-Packard’s stockholders is available in the Revised Preliminary
Proxy Statement filed with the SEC on January 14, 2002. |

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Vote No on HP Compaq
Stockholder Information

| Proxy Statement [link to proxy
statement] Stockholder Letters — [links to stockholder
letters] SEC Filings [links to SEC
filings] | - | The Business Portfolio Will Be Worse. The proposed merger would significantly dilute
Hewlett-Packard’s stockholders’ interest in the profitable imaging and printing
business, and significantly increase their exposure to an unprofitable PC business. The
combined company would be weaker, not stronger, than Hewlett-Packard as a standalone
company. |
| --- | --- | --- |
| Current Stock Prices
and Historical Chart [links to stock chart
and current stock
price] [link to information
regarding confidential voting for employee
plan shares] [link to Acrobat
Reader] | - - | Hewlett-Packard’s Strategic Position Will Not Materially Improve. The proposed merger
would: (i) dramatically increase Hewlett-Packard’s market position in unattractive,
low-end, commodity businesses, such as PCs and low-end servers; (ii) not materially
improve Hewlett-Packard’s market position in mid-range and high-end servers and
high-end services, which have higher profit margins than the profit margins for PCs;
(iii) divert management’s attention and financial resources from Hewlett-Packard’s
preeminent imaging and printing business; and (iv) do little to increase
Hewlett-Packard’s consulting and outsourcing capabilities. The Integration Risk Of The Proposed Merger Is Substantial And Unacceptable. Examples
of failed computer company combinations abound, including AT&T’s acquisition of NCR,
Burroughs and Sperry’s combination to form Unisys, and Compaq’s own acquisition of
Digital Equipment Corporation (DEC). No significant combination involving a computer
company has ever met expectations. |
| | | The complexity of putting two companies together, in a difficult economy, when each
company is currently undergoing its own transition, presents daunting challenges and
unacceptable risks. Management has no experience or track record with a merger of this
scale. Even if the targeted cost synergies are achieved, it is likely that
merger-related revenue losses will offset or exceed them. The odds are against success
in this merger-there is a serious risk of failure. |
| | - | The Financial Impact On Hewlett-Packard Stockholders Has Been And Will Be Negative. Based on consensus forecasts as of January 15, 2002, Hewlett-Packard would have to pay
183 times Compaq’s 2001 earnings, 73 times 2002 earnings and 37 times 2003 earnings. These numbers demonstrate clearly that the interests of Compaq’s stockholders are not
the same as those of Hewlett-Packard. |
| | | The market has twice made resoundingly clear that this combination destroys value for
Hewlett-Packard stockholders — once when Hewlett-Packard’s stock price dramatically
declined after the proposed merger was announced and again when Hewlett-Packard’s stock
price dramatically increased after we made public our opposition. In the four months
since the proposed merger was announced, Hewlett-Packard stockholders have lost $9.5
billion relative to an index of comparable companies. |
| | | Stockholder Information |
| | | Available here are links to the proxy statement we filed with the SEC, as well as all
stockholder letters, advertisements and other SEC filings. You will also find a link to
a chart detailing Hewlett-Packard stock activity since the deal was announced, and a
link to the current stock price. |
| | | CONFIDENTIAL VOTING NOTICE FOR EMPLOYEE PLAN SHARES |
| | | It is important for all employees of Hewlett-Packard to remember that confidential
voting rules apply for all shares owned by employees in the Hewlett-Packard 401(k) plan. |
| | | Strict confidentiality is required under the terms of the 401(k) plan and applicable
federal law. Furthermore, it is illegal under ERISA for any other Hewlett-Packard
employee to attempt to find out how an employee has voted his or her plan shares, to
intimidate or attempt to intimidate an employee into voting these shares for or against
any proposal, or to discharge, discipline or discriminate against an employee for
voting these shares for or against any proposal. |
| | | If you have any questions about voting your shares please call: |
| | | MacKenzie Partners, Inc. at |
| | | (800)-322-2885 Toll-Free or (212)-929-5550 |

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Vote No on HP Compaq
Financial Analysis

| Friedman Fleischer
& Lowe Reports [links to reports] [link to Acrobat
Reader] |
| --- |
| After the merger was announced, the independent stock committee of the Hewlett Foundation, which
is responsible for all voting and investment decisions with respect to Hewlett-Packard common
stock held by the Hewlett Foundation, undertook an analysis of the proposed merger to determine
how it would affect the value of the Hewlett Foundation’s shares. The independent stock
committee includes no Hewlett family members or HP employees or directors. |
| The independent stock committee asked Laurance R. Hoagland, the Hewlett Foundation’s Chief
Investment Officer and former President and Chief Executive Officer of Stanford Management
Company, which oversees Stanford University’s $10.0 billion investment portfolio, to analyze the
proposed merger. |
| Edwin E. van Bronkhorst, co-trustee of the Trust, and I were advised by counsel to the Trust
that, although the Trust could independently determine how to vote on the proposed merger, the
Trust should give serious consideration to the decision of the Hewlett Foundation’s independent
stock committee on the vote, since all of the Trust’s Hewlett-Packard shares (or the proceeds
from their sale) are distributed to the Hewlett Foundation. To further inform our decision, we
engaged Friedman Fleischer & Lowe, LLC (“FFL”), a San Francisco investment firm, to
independently evaluate the proposed merger on behalf of the Trust. |
| The Hewlett Foundation’s independent stock committee, considering among other things the advice
of Mr. Hoagland and the various industry experts and investment professionals he consulted,
concluded that the proposed merger was not in the Hewlett Foundation’s best interests and
determined that it would vote against the proposed merger. Thereafter, Edwin E. van Bronkhorst
and I, as trustees of the Trust, considering among other things the advice of FFL and the
decision of the independent stock committee, concluded that the proposed merger was not in the
Trust’s best interests and determined to vote the Trust’s shares against the proposed merger. |
| Here you will find links to the FFL Analysis of the proposed merger. Please take the time to
review these materials. |

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Vote No on HP Compaq
Press Releases & Statements

Media Contact	Press Releases & Statements
Joele Frank /Dan
Katcher /Todd Glass /Nina
Covalesky Joele Frank,
Wilkinson Brimmer Katcher 140 East 45th St. New York, NY 10017 Phone: (212) 355-4449 [link to e-mail]	[links to press releases & statements]
[link to Acrobat
reader]

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Vote No on HP Compaq
About Us

| [photograph of
Walter B. Hewlett] |
| --- |
| Edwin E. van Bronkhorst is a former Chief Financial Officer of Hewlett-Packard and co-trustee of
The William R. Hewlett Revocable Trust. |
| The William R. Hewlett Revocable Trust is a charitable trust set up by William R. Hewlett that
owns approximately 72.8 million shares of HP stock. |

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Vote No on HP Compaq
Contacts

Contacts
Correspondence and inquiries regarding proxy solicitation can be directed to:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
Phone toll free: (800) 322-2885
Phone collect: (212) 929-5500
[link to e-mail]
Media inquiries can be directed to:
Joele Frank / Dan Katcher / Todd Glass / Nina Covalesky
Joele Frank, Wilkinson Brimmer Katcher
140 East 45th St.
New York, NY 10017
Phone: (212) 355-4449
[link to e-mail]