-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UswbuyFi/d3KOUnWSqZui8GS6t26QPOB/IXCvtJ796rgcPFmbiwehU3Fd2rqf9Jf wEBZSyp8Vm2d7XEeadlj4g== 0000950008-96-000108.txt : 19960425 0000950008-96-000108.hdr.sgml : 19960425 ACCESSION NUMBER: 0000950008-96-000108 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960424 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEWLETT PACKARD CO CENTRAL INDEX KEY: 0000047217 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 941081436 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-11885 FILM NUMBER: 96549949 BUSINESS ADDRESS: STREET 1: 3000 HANOVER ST CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158571501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PACKARD DAVID WOODLEY CENTRAL INDEX KEY: 0000900941 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1501 PAGE MILL ROAD CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158571501 MAIL ADDRESS: STREET 1: 1501 PAGE MILL ROAD CITY: PALO ALTO STATE: CA ZIP: 94304 SC 13D 1 SCHEDULE 13D - DAVID WOODLEY PACKARD SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* Hewlett-Packard Company - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 428236103 - -------------------------------------------------------------------------------- (CUSIP Number) Ms. Gretchen Dennis Administrative Manager of The David and Lucile Packard Trust P.O. Box 1330 Los Altos, CA 94023 (415) 326-1333 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 15, 1996 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with this statement /x/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 428236103 13D Page 2 of 9 Pages 1. NAME OF REPORTING PERSON David Woodley Packard S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER 1,059,386 SHARES ----------------------------------------------------------------- BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 71,305,402 EACH ----------------------------------------------------------------- REPORTING PERSON 9. SOLE DISPOSITIVE POWER 1,059,386 WITH ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 71,305,402 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,364,788 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- CUSIP No. 428236103 13D Page 3 of 9 Pages Item 1. Security and Issuer. - ------ ------------------- This Schedule 13D relates to the Common Stock, $1.00 par value per share, of Hewlett-Packard Company (the "Company"). The principal executive offices of the Company are located at 3000 Hanover Street, Palo Alto, California 94304. Item 2. Identity and Background. - ------ ----------------------- (a) Name: David Woodley Packard. (b) Residence or business address: P.O. Box 1330, Los Altos, CA 94023. (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Director of the Company, Founder of the Packard Humanities Institute and the Ibycus Corporation and Director of The David and Lucile Packard Foundation. (d) David Woodley Packard has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) David Woodley Packard has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: United States. CUSIP No. 428236103 13D Page 4 of 9 Pages Item 3. Source and Amount of Funds or Other Consideration. - ------ ------------------------------------------------- Not Applicable. See Items 4 and 5(b). Item 4. Purpose of the Transaction. - ------ -------------------------- David Woodley Packard became one of four co-trustees (the "Co-Trustees") under the David and Lucile Packard Trust dated April 20, 1987, as amended (the "Trust"), upon (i) the death on March 26, 1996 of David Packard, grantor and sole trustee of said Trust, (ii) pursuant to Section 1.2 of said Trust, and (iii) the execution by David Woodley Packard of that certain Acceptance of Appointment to Serve as Successor Co-Trustee dated April 15, 1996. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ According to the most recently available Form 10-Q of the Company, there are 509.9 million shares of Common Stock issued and outstanding. (a) Amount beneficially owned: 72,364,788 Percent of class: 14% (b) The number of shares as to which David Woodley Packard has: (i) Sole power to vote or direct the vote: 1,059,386 shares; (ii) Shared power to vote or direct the vote: 71,305,402 shares; (iii) Sole power to dispose or direct the disposition of: 1,059,386 shares; (iv) Shared power to dispose or direct the disposition of: 71,305,402 shares. CUSIP No. 428236103 13D Page 5 of 9 Pages 46,587,014 of the shares which are the subject of this Schedule 13D are beneficially owned pursuant to the provisions of the Trust, over which the Co-Trustees share voting and dispositive power; 24,670,400 of the shares are held by The David and Lucile Packard Foundation, of which David Woodley Packard is a director; 47,988 of the shares are held by David Woodley Packard's wife; 9,348 of the shares are held by David Woodley Packard as custodian for his minor children; 258,592 of the shares are held in two trusts for the benefit of his children, of which he is sole trustee; and 16,162 of the shares are held in trust for his family, of which he is sole trustee. The filing of this Schedule 13D shall not be construed as an admission that David Woodley Packard is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of such 71,305,402 shares. The following information applies to those persons with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared: (1) (a) Name: Susan Packard Orr. (b) Residence or business address: P.O. Box 1330, Los Altos, CA 94023. (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Director of the Company and Director of The David and Lucile Packard Foundation. CUSIP No. 428236103 13D Page 6 of 9 Pages (d) Susan Packard Orr has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Susan Packard Orr has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: United States. (2) (a) Name: Nancy Packard Burnett. (b) Residence or business address: P.O. Box 1330, Los Altos, CA 94023. (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Director of The David and Lucile Packard Foundation. (d) Nancy Packard Burnett has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Nancy Packard Burnett has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or CUSIP No. 428236103 13D Page 7 of 9 Pages mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: United States. (3) (a) Name: Julie Packard Stephens. (b) Residence or business address: P.O. Box 1330, Los Altos, CA 94023. (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Director of The David and Lucile Packard Foundation and Executive Director of the Monterey Bay Aquarium. (d) Julie Packard Stephens has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Julie Packard Stephens has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: United States. (c) David Woodley Packard sold 5,000 shares of Common Stock on each of March 4, 1996 and March 5, 1996 at $93.65 and $95.00 per share, respectively. The David and Lucile Packard Foundation sold 185,500 shares of Common Stock on February 20, CUSIP No. 428236103 13D Page 8 of 9 Pages 1996 at $96.06 per share and 314,500 shares of Common Stock on February 21, 1996 at $97.08 per share. (d) Only those persons identified in Item 5(b) above. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect - ------ --------------------------------------------------------------------- to Securities of the Issuer. --------------------------- Except as reported in 5(b) above, there are no contracts, arrangements, understandings or relationships between David Woodley Packard and any other person or entity with respect to any securities of the Company. Item 7. Materials to be Filed as Exhibits. - ------ --------------------------------- None. CUSIP No. 428236103 13D Page 9 of 9 Pages SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of April 18, 1996. /s/ DAVID WOODLEY PACKARD ------------------------------------------------ David Woodley Packard -----END PRIVACY-ENHANCED MESSAGE-----