-----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, VDtUx94TSeix/pkuJzrykwQ6ZnZZZx6d3R4FaYhjfBPO+Tkg3kA5Jk1cRdoTtNnA p/RgZTJL+bkS8BjmZ6ZM4g== 0000714154-98-000010.txt : 19980612 0000714154-98-000010.hdr.sgml : 19980612 ACCESSION NUMBER: 0000714154-98-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980611 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980611 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPAQ COMPUTER CORP CENTRAL INDEX KEY: 0000714154 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 760011617 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09026 FILM NUMBER: 98646700 BUSINESS ADDRESS: STREET 1: 20555 S H 249 CITY: HOUSTON STATE: TX ZIP: 77070 BUSINESS PHONE: 7133700670 MAIL ADDRESS: STREET 1: POST OFFICE BOX 692000 MS 110701 STREET 2: POST OFFICE BOX 692000 MS 110701 CITY: HOUSTON STATE: TX ZIP: 77269-2000 8-K 1 SECURITES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 11, 1998 COMPAQ COMPUTER CORPORATION (Exact name of Registrant as specified in its charter) Delaware 1-9026 76-0011617 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 20555 SH 249, Houston, Texas 77070 (Address, including zip code, of Registrant's principal executive offices) Registrant's telephone number, including area code: (281) 370-0670 Item 5. Other Events. 1. The Registrant's news release dated June 11, 1998, with respect to (i) approval of the Digital shareholders of the Registrant's pending acquisition of Digital Equipment Corporation and (ii) the closing of this transaction is attached as Exhibit 99.1. 2. The Registrant's news release dated June 11, 1998, with respect to the Digital integration is attached as Exhibit 99.2. Item 7. Exhibits Exhibit 99.1 News release dated June 11, 1998. Exhibit 99.2 News release dated June 11, 1998. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. June 11, 1998 COMPAQ COMPUTER CORPORATION By: /s/ Earl L. Mason -------------------------- Earl L. Mason Senior Vice President and Chief Financial Officer (as authorized officer and as principal financial officer) EX-99.1 2 EXHIBIT 99.1 COMPAQ COMPUTER CORPORATION P.O. BOX 692000 NEWS RELEASE NORTH AMERICA PUBLIC RELATIONS HOUSTON, TEXAS 77269-2000 TEL 281-514-0484 FAX 281-514-4583 HTTP://WWW.COMPAQ.COM [LOGO OF COMPAQ COMPUTER CORPORATION APPEARS HERE] FOR IMMEDIATE RELEASE - --------------------- DIGITAL SHAREHOLDERS APPROVE ACQUISITION BY COMPAQ ...Largest acquisition in the history of the computer industry will deliver global services and support, best of breed partnerships and unique leadership products for enterprise customers... Westford, Mass., June 11, 1998 - Shareholders of outstanding common stock of Digital Equipment Corporation (NYSE: DEC) voted to approve the acquisition by Compaq Computer Corporation (NYSE: CPQ) at a special meeting this morning in Westford, Mass. The acquisition is effective today. As a result of the acquisition, Compaq will issue approximately $4.5 billion in cash and approximately 141 million shares of Compaq stock, based on an exchange rate of $30.00 in cash and .945 shares of Compaq stock for each common share of Digital. "Digital shareholders recognize the significant value of this acquisition," said Eckhard Pfeiffer, Compaq's President and Chief Executive Officer. "The acquisition of Digital reinforces Compaq's global leadership in enterprise computing. Compaq is committed to delivering high customer value through standards-based enterprise computing with world class service and support." As of the close of the stock market on June 11, 1998, Digital common stock will stop trading on the New York Stock Exchange. Additional information regarding the acquisition and the transaction will be distributed to all Digital common shareholders within the next several days. Compaq will host a financial analyst meeting this afternoon in New York. Compaq will also host a press conference at 10 a.m. EDT on Friday, June 12, 1998, at Cipriani Hall, located at 55 Wall Street, New York City. COMPANY BACKGROUND Compaq Computer Corporation, the world's largest computer manufacturer, is a Fortune Global 200 company and the largest global supplier of personal computers. Founded in 1982, Compaq develops and markets hardware, software, solutions and services, including industry-leading enterprise computing solutions, fault-tolerant business-critical solutions, networking and communication products, commercial desktop and portable products and consumer PCs. The company is a leader in environmentally friendly programs and business practices. Compaq products are sold and supported in more than 100 countries through a network of authorized Compaq marketing partners. Customer support and information about Compaq and its products are available at http://www.compaq.com or by calling 1-800-OK-COMPAQ. Product information and reseller locations are available by calling 1-800-345-1518. # # # Compaq, Registered U.S. Patent and Trademark Office. Digital is a registered trademark of Digital Equipment Corporation. Product names mentioned herein may be trademarks and/or registered trademarks of their respective companies. For further editorial information, contact: Compaq Computer Corporation Jim Finlaw 281-514-6137 jim.finlaw@compaq.com Miller/Shandwick Technologies Mark Ostermann 281-514-5893 mark.ostermann@compaq.com For investor information, contact: Compaq Investor Relations 281-514-9549 or 800-433-2391 EX-99.2 3 EXHIBIT 99.2 COMPAQ COMPUTER CORPORATION P.O. BOX 692000 NEWS RELEASE NORTH AMERICA PUBLIC RELATIONS HOUSTON, TEXAS 77269-2000 TEL 281-514-0484 FAX 281-514-4583 HTTP://WWW.COMPAQ.COM [LOGO OF COMPAQ COMPUTER CORPORATION APPEARS HERE] FOR IMMEDIATE RELEASE - --------------------- COMPAQ PROVIDES FRAMEWORK FOR DIGITAL INTEGRATION HOUSTON, June 11, 1998 - With the Compaq acquisition of Digital effective today following Digital shareholders' approval this morning, Compaq began to map out its plans for the integration of Digital into Compaq. "Together, Compaq and Digital will be a much stronger competitor than we were as separate companies," said Eckhard Pfeiffer, Compaq's President and Chief Executive Officer. "Compaq will move to integrate Digital as rapidly as possible." "As a necessary part of the integration process and to position Compaq for future growth, Compaq will record several acquisition-related charges in the second quarter," said Earl Mason, Compaq's Senior Vice President and Chief Financial Officer. These acquisition charges will include the write-off for purchased in-process technology, Compaq restructuring charges for elimination of duplicate facilities and employee separations, and other related operating adjustments. "Excluding these charges, we believe the combined company will achieve approximately break-even results for the second quarter," said Mason. OUTLOOK "While the third quarter will be transitional, focused both on the integration of Digital businesses and the achievement of synergies, we continue to believe earnings of the combined companies will be accretive as early as the fourth quarter," said Mason. COMPANY BACKGROUND Compaq Computer Corporation, the world's largest computer manufacturer, is a Fortune Global 200 company and the largest global supplier of personal computers. Founded in 1982, Compaq develops and markets hardware, software, solutions and services, including industry-leading enterprise computing solutions, fault-tolerant business-critical solutions, networking and communication products, commercial desktop and portable products and consumer PCs. The company is a leader in environmentally friendly programs and business practices. Compaq products are sold and supported in more than 100 countries through a network of authorized Compaq marketing partners. Customer support and information about Compaq and its products are available at http://www.compaq.com or by calling 1-800-OK-COMPAQ. Product information and reseller locations are available by calling 1-800-345-1518. This release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. The potential risks and uncertainties that could cause actual results to differ materially include the implementation of operations and systems improvements, particularly those associated with the Optimized Distribution Model; the operational integration associated with the acquisition of Digital Equipment Corporation; market responses to pricing actions and promotional programs; continued competitive factors and pricing pressures; inventory risks due to shifts in market demand; timely development, production, and acceptance of the products; and changes in product mix. Further information on the factors that could affect Compaq's financial results are included in its SEC filings, including the annual report on Form 10-K for the year ended December 31, 1997, and the quarterly report on Form 10-Q for the quarter ended March 31, 1998. # # # Compaq, Registered U.S. Patent and Trademark Office. Digital is a registered trademark of Digital Equipment Corporation. Product names mentioned herein may be trademarks and/or registered trademarks of their respective companies. For further information, contact: Compaq Computer Corporation Jim Finlaw 281-514-6137 jim.finlaw@compaq.com Miller/Shandwick Technologies Mark Ostermann 281-514-5893 mark.ostermann@compaq.com Compaq Investor Relations 281-514-9549 or 800-433-2391 -----END PRIVACY-ENHANCED MESSAGE-----