HP INC — Proxy Solicitation & Information Statement 2008

Jul 25, 2008

DFAN14A 1 a08-20141_1dfan14a.htm DFAN14A

| UNITED
STATES | | |
| --- | --- | --- |
| SECURITIES AND EXCHANGE COMMISSION | | |
| Washington, D.C. 20549 | | |
| SCHEDULE 14A | | |
| Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) | | |
| Filed by the Registrant o | | |
| Filed by a Party other than the
Registrant x | | |
| Check the appropriate box: | | |
| o | Preliminary Proxy Statement | |
| o | Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| o | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| o | Soliciting Material Pursuant to
§240.14a-12 | |
| ELECTRONIC
DATA SYSTEMS CORPORATION | | |
| (Name
of Registrant as Specified In Its Charter) | | |
| HEWLETT-PACKARD
COMPANY | | |
| (Name
of Person(s) Filing Proxy Statement, if other than the Registrant) | | |
| Payment of Filing Fee (Check the
appropriate box): | | |
| x | No fee required. | |
| o | Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) 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: |
| o | Fee paid previously with preliminary
materials. | |
| o | 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: |

SEQ.=1,FOLIO='',FILE='C:\JMS\105541\08-20141-1\task3047372\20141-1-ba.htm',USER='105541',CD='Jul 26 00:54 2008'

	News release
●
Editorial contacts: David Shane, HP +1 650 857 3859 david.shane@hp.com Ryan
J. Donovan, HP + 1 650 857 8410 ryan.j.donovan@hp.com HP
Media Hotline + 1 866 266 7272 pr@hp.com www.hp.com/go/newsroom Hewlett-Packard Company 3000 Hanover Street Palo Alto, CA 94304 www.hp.com	HP Announces European Commission Approval of EDS Acquisition; Agrees to
Settle Litigation Relating to Acquisition PALO
ALTO, Calif., July 25, 2008 — HP today announced that the European Commission
has approved without conditions HP’s planned acquisition of Electronic Data
Systems Corporation. HP
and EDS announced on May 13, 2008, that they had signed a definitive
agreement under which HP will purchase EDS at a price of $25.00 per share, or
an enterprise value of approximately $13.9 billion. As
announced on June 30, 2008, the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to the
acquisition expired without a request for additional information by the U.S.
Department of Justice or the Federal Trade Commission. The
transaction still requires EDS stockholder approval and regulatory clearance
from other non-U.S. jurisdictions. EDS stockholders are scheduled to vote on
the transaction on July 31, 2008. The transaction also is subject to the
satisfaction or waiver of the other closing conditions specified in the definitive
agreement. HP
also announced today that HP, EDS and the plaintiffs in the five stockholder
lawsuits that were commenced following the execution of the definitive
agreement have agreed to settle and dismiss all pending lawsuits concerning
the proposed merger, subject to court approval. As part of that settlement,
HP and EDS have confirmed that the closing of the merger will not occur prior
to Aug. 18, 2008. Accordingly, the EDS third quarter 2008 dividend of
$0.05 per share will be paid on Sept. 10, 2008 to the EDS stockholders of
record as of the close of business on Aug. 15, 2008. In
connection with the settlement, HP and EDS have entered into an amendment of
the definitive agreement to incorporate the terms of the settlement and other
terms agreed to by the parties. About HP HP
focuses on simplifying technology experiences for all of its customers – from
individual consumers to the largest businesses. With a portfolio that spans
printing, personal computing, software, services and IT infrastructure, HP is
among the world’s largest IT companies, with revenue totaling $110.4 billion
for the four fiscal quarters ended April 30, 2008. More information
about HP (NYSE: HPQ) is available at www.hp.com. Note to editors: More news from
HP, including links to RSS feeds, is available at

SEQ.=1,FOLIO='',FILE='C:\JMS\105589\08-20141-1\task3047547\20141-1-bc.htm',USER='105589',CD='Jul 26 02:15 2008'

| www.hp.com/hpinfo/newsroom/. |
| --- |
| Additional information and
where to find it EDS has filed with the Securities and Exchange
Commission a proxy statement in connection with the proposed merger. The
proxy statement has been sent or given to the stockholders of EDS. Before
making any voting or investment decision with respect to the merger,
investors and stockholders of EDS are urged to read the proxy statement and
any other relevant materials filed with the SEC because they contain (or will
contain) important information about the merger. The proxy statement and any
other documents filed by EDS with the SEC may be obtained free of charge at
the SEC’s website at www.sec.gov. In addition, investors and stockholders may
obtain free copies of the documents filed with the SEC by going to EDS’s
Investor Relations page on its corporate website at www.eds.com or by
directing a request to EDS at 5400 Legacy Drive, Plano, TX 75024 - Attention:
Investor Relations. EDS and HP and their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from EDS stockholders in connection with the merger. Information
about HP’s directors and executive officers is set forth in HP’s proxy
statement on Schedule 14A filed with the SEC on January 29, 2008 and
HP’s Annual Report on Form 10-K filed on December 18, 2007.
Information about EDS’s directors and executive officers is set forth in
EDS’s proxy statement on Schedule 14A filed with the SEC on March 4,
2008 and EDS’s Annual Report on Form 10-K filed on February 27,
2008. Additional information regarding the interests of participants in the
solicitation of proxies in connection with the merger is included in the
definitive proxy statement that EDS has filed with the SEC. Forward-looking statements This news
release contains forward-looking statements that involve risks, uncertainties
and assumptions. If such risks or uncertainties materialize or such
assumptions prove incorrect, the results of HP and its consolidated
subsidiaries could differ materially from those expressed or implied by such
forward-looking statements and assumptions. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements, including the expected benefits and costs of the
transaction; management plans relating to the transaction; the expected timing
of the completion of the transaction; the ability to complete the transaction
considering the various closing conditions, including those conditions
related to regulatory approvals; any statements of the plans, strategies and
objectives of management for future operations, including the execution of
integration plans; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. Risks,
uncertainties and assumptions include the possibility that expected benefits may
not materialize as expected; that the transaction may not be timely
completed, if at all; that, prior to the completion of the transaction, EDS’s
business may not perform as expected due to transaction-related uncertainty
or other factors; that the parties are unable to successfully implement
integration strategies; and other risks that are described in HP’s Securities
and Exchange Commission reports, including but not limited to the risks
described in HP’s Annual Report on Form 10-K for its fiscal year ended |

SEQ.=1,FOLIO='',FILE='C:\JMS\105589\08-20141-1\task3047547\20141-1-bc.htm',USER='105589',CD='Jul 26 02:15 2008'

| October 31,
2007 and Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2008. HP assumes no obligation and does not intend to update
these forward-looking statements. |
| --- |
| © 2008 Hewlett-Packard
Development Company, L.P. The information contained herein is subject to
change without notice. HP shall not be liable for technical or editorial
errors or omissions contained herein. |

SEQ.=1,FOLIO='',FILE='C:\JMS\105589\08-20141-1\task3047547\20141-1-bc.htm',USER='105589',CD='Jul 26 02:15 2008'