SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CONVEX COMPUTER CORPORATION
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
212578108
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(CUSIP Number)
D. Craig Nordlund, Secretary and Associate General Counsel
Hewlett-Packard Company
Corporate Legal Department
3000 Hanover Street, MS: 20BQ
Palo Alto, California 94304
(415) 857-2645
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 1, 1995
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(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 [ ].
(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).
SCHEDULE 13D
CUSIP No. 212578108
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1 Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Hewlett-Packard Company I.R.S. Identification No. 94-1081436
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2 Check the Appropriate Box if a Member of a Group
(a) [ ]
Not applicable (b) [ ]
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3 SEC Use Only
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4 Source of Funds
WC
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5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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6 Citizenship or Place of Organization
California
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7 Sole Voting Power
NUMBER OF 1,903,510
SHARES ------------------------------------------------
BENEFICIALLY
OWNED BY 8 Shared Voting Power
EACH
REPORTING 0
PERSON ------------------------------------------------
WITH
9 Sole Dispositive Power
1,903,510
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,903,510 shares
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
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13 Percent of Class Represented by Amount in Row (11)
6.9%*
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14 Type of Reporting Person
CO
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* All calculations are based on 26,791,532 shares of Convex Computer
Corporation Common Stock outstanding as of October 6, 1995.
Schedule 13D
Amendment No. 1
Item 3. Source and Amount of Funds or Other Consideration.
Hewlett-Packard Company ("Hewlett-Packard") has acquired $8,000,000
Debentures (as defined below) which are convertible into an aggregate of
367,816 shares of common stock, $.01 par value ("Convex Common Stock"),
of Convex Computer Corporation ("Convex"). "Debentures" refers to
$53,500,000 6% Convertible Subordinated Debentures due March 1, 2012
issued by Convex which Debentures are convertible into shares of Convex
Common Stock at a conversion price of $21.75 per share. The aggregate
purchase price for the $8,000,000 Debentures was $7,160,000, which purchase
price was paid with funds derived from Hewlett-Packard's working capital
and cash reserves.
Item 5. Interest in Securities of the Issuer.
(a) Pursuant to the Common Stock Purchase Agreement dated March 18, 1992
between Convex and Hewlett-Packard, Hewlett-Packard holds 1,213,855 shares
of Convex Common Stock which constitutes approximately 4.53% of the
outstanding Convex Common Stock. Hewlett-Packard also holds Debentures
convertible into an aggregate of 689,655 shares of Convex Common Stock at
a conversion price of $21.75 per share. The closing price for Convex Common
Stock on the New York Stock Exchange Composite Transactions on October 31,
1995 was $4.50 per share.
(b) Reference is made to items 7-10 of the cover page hereto.
(c) On the following dates, through Goldman, Sachs & Co., Baird,
Patrick & Co. Inc. and Lazard Freres & Co., respectively, Hewlett-Packard
purchased the Debentures at the following prices:
Date of Transaction Principal Amount Aggregate Purchase Price
10/02/95 $2,000,000.00 $1,760,000.00
10/17/95 $5,000,000.00 $4,431,250.00
11/01/95 $8,000,000.00 $7,160,000.00
Except as described in this statement, Hewlett-Packard has not effected
any transactions in shares of Convex equity stock during the last 60 days.
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.
November 1, 1995
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Date
D. Craig Nordlund
Secretary and Associate General Counsel
