SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
October 17, 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 [ 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).
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 1,535,694
SHARES ------------------------------------------------
BENEFICIALLY
OWNED BY 8 Shared Voting Power
EACH
REPORTING 0
PERSON ------------------------------------------------
WITH
9 Sole Dispositive Power
1,535,694
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,535,694 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)
5.66%*
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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.
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement
relates is common stock, $.01 par value (the "Convex Common Stock"). The
name of the issuer is Convex Computer Corporation, a Delaware corporation
("Convex"). Convex's principal executive offices are located at 3000
Waterview Parkway, Richardson, Texas 75080.
Item 2. Identity and Background
This statement is being filed by Hewlett-Packard Company, a
California corporation ("Hewlett-Packard"). The address of Hewlett-
Packard's principal executive offices is 3000 Hanover Street, Palo Alto,
California 94304. Hewlett-Packard, together with its consolidated
subsidiaries (included in the term "Hewlett-Packard" for purposes of
this paragraph), is engaged worldwide in the design, manufacture and
service of electronic equipment and systems for measurement, computation and
communications. Hewlett-Packard offers a wide variety of systems and
standalone products, including computer systems, personal computers, printers
and other peripheral products, electronic test equipment and systems, medical
electronic equipment, calculators and other personal information products,
solid state components and instrumentation for chemical analysis. These
products are used in industry, business, engineering, science, education and
medicine.
Hewlett-Packard has never been convicted in a criminal proceeding, and
is not and has not been subject to any 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.
Item 3. Source and Amount of Funds or Other Consideration.
Hewlett-Packard has acquired $7,000,000 Debentures (as defined below)
which are convertible into an aggregate of 321,839 shares of Convex Common
Stock. "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 $7,000,000 Debentures
was $6,191,250, which purchase price was paid with funds derived from
Hewlett-Packard's working capital and cash reserves.
Item 4. Purpose of Transaction.
Hewlett-Packard has acquired the Debentures in connection with the
proposed merger (the "Merger") between Gemini Project Corporation, a Delaware
corporation and wholly-owned subsidiary of Hewlett-Packard ("Subsididary"),
and Convex pursuant to which Convex will become a wholly-owned subsidiary of
Hewlett-Packard. At the effective time of the Merger (the "Effective Time"),
each outstanding share of Convex Common Stock (other than shares owned by
Hewlett-Packard, Subsidiary or any other direct or indirect subsidiary of HP,
or held in treasury by Convex) will be converted into the right to receive
that fraction of a share of common stock, $1.00 par value, of Hewlett-Packard
(the "HP Common Stock") to be determined by dividing $4.83 by the average
closing price of HP Common Stock for the ten trading day period ending two
trading days prior to the Effective Time. At the Effective Time the
directors and officers of Subsidiary will become the directors and
officers of the surviving corporation. It is anticipated that following
the effectiveness of the Merger, the Convex Common Stock will be delisted
from the New York Stock Exchange. The terms and conditions of the proposed
Merger are set forth in the Agreement and Plan of Merger dated September
21, 1995 among Hewlett-Packard, Subsidiary and Convex which appears as
Exhibit A to this statement and which is hereby incorporated by reference.
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 321,839 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 26,
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. and Baird,
Patrick & Co. Inc., 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
Except as described in this statement, Hewlett-Packard has not effected
any transactions in shares of Convex equity stock during the last 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
See Item 4.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement and Plan of Merger among Hewlett-Packard
Company, Gemini Project Corporation and Convex Computer Corporation
dated September 21, 1995*
* Incorporated by reference to Exhibit 2.1 to the Registration Statement on
Form S-4 (File No. 33-63643) filed by Hewlett-Packard Company with the
Securities and Exchange Commission on October 24, 1995.
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.
October 27, 1995
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Date
D. Craig Nordlund
Secretary and Associate General Counsel
