HP INC — Proxy Solicitation & Information Statement 2008

Jun 30, 2008

DFAN14A 1 a08-14273_5dfan14a.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 | |
| o | Definitive Additional Materials | |
| x | 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: |

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News release

Editorial contacts: Ryan Donovan, HP +1 650 857 8410 ryan.j.donovan@hp.com Emma McCulloch, HP +1 650 857 4183 emcculloch@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 Expiration of Waiting Period Under HSR Act PALO ALTO, Calif., June 30, 2008 – HP today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to HP’s proposed acquisition of Electronic Data Systems Corporation has 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 the European Commission and other non-U.S. jurisdictions and is subject to the satisfaction or waiver of the other closing conditions specified in the merger agreement. 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 . Additional information and where to find it EDS has filed with the Securities and Exchange Commission a definitive proxy statement in connection with the merger. The definitive proxy statement will be 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 definitive proxy statement and any other relevant materials filed with the SEC because they contain (or will contain) important information about the merger. The definitive 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,

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| 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 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. |

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