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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. ___)*
Hewlett-Packard Company
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(Name of Issuer)
Common Stock, $1.00 par value per share
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(Title of Class of Securities)
428236103
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 14, 1996
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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).
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CUSIP No. 428236103 13D Page 2 of 9 Pages
1. NAME OF REPORTING PERSON Susan Packard Orr
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
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NUMBER OF 7. SOLE VOTING POWER 1,391,506
SHARES -----------------------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 71,276,110
EACH -----------------------------------------------------------------
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 1,391,506
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 71,276,110
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,667,616
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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) 14.25%
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14. TYPE OF REPORTING PERSON IN
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CUSIP No. 428236103 13D Page 3 of 9 Pages
Item 1. Security and Issuer.
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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.
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(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.
(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.
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CUSIP No. 428236103 13D Page 4 of 9 Pages
Item 3. Source and Amount of Funds or Other Consideration.
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Not Applicable. See Items 4 and 5(b).
Item 4. Purpose of the Transaction.
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Susan Packard Orr 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 Susan Packard Orr of that certain Acceptance of
Appointment to Serve as Successor Co-Trustee dated April 14, 1996.
Item 5. Interest in Securities of the Issuer.
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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: 72,667,616
Percent of class: 14.25%
(b) The number of shares as to which Susan Packard Orr has:
(i) Sole power to vote or direct the vote: 1,391,506 shares;
(ii) Shared power to vote or direct the vote: 71,276,110
shares;
(iii) Sole power to dispose or direct the disposition of:
1,391,506 shares;
(iv) Shared power to dispose or direct the disposition of:
71,276,110 shares.
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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 Susan Packard Orr is a
director; 1,116,752 of the shares are held in a revocable living trust, of which
she is sole trustee; 7,108 of the shares are held by Susan Packard Orr's
daughter; 11,000 of the shares are held by Susan Packard Orr's husband; 588 of
the shares are held by Susan Packard Orr's son; 258,592 of the shares are held
in two trusts for the benefit of her children, of which she is sole trustee; and
16,162 of the shares are held in trust for her family, of which she is sole
trustee. The filing of this Schedule 13D shall not be construed as an admission
that Susan Packard Orr is, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, the beneficial owner of such 71,276,110 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: 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
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CUSIP No. 428236103 13D Page 6 of 9 Pages
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.
(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
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CUSIP No. 428236103 13D Page 7 of 9 Pages
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.
(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) Susan Packard Orr sold 41,700 shares of Common Stock on February 21,
1996 at $96.28 per share. The David and Lucile Packard Foundation sold 185,500
shares of Common Stock on
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CUSIP No. 428236103 13D Page 8 of 9 Pages
February 20, 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
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to Securities of the Issuer.
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Except as reported in 5(b) above, there are no contracts, arrangements,
understandings or relationships between Susan Packard Orr and any other person
or entity with respect to any securities of the Company.
Item 7. Materials to be Filed as Exhibits.
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None.
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CUSIP No. 428236103 13D Page 9 of 9 Pages
SIGNATURE
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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/ SUSAN PACKARD ORR
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Susan Packard Orr
