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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Hewlett-Packard Company
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
428236103
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(CUSIP Number)
July 17, 1996
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(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Check the following box if a fee is being paid with this statement. (A
fee is not required only if the filing 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 five percent or less of such class.)
(See Rule 13d-7). [X]
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CUSIP No. 428236103
1. Name of reporting person William R. Hewlett
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) / /
(see instructions) (b) /x/
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3. SEC use only
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4. Citizenship or place of organization United States
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Number of shares beneficially owned by each report person with
5. Sole voting power 0
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6. Shared voting power 69,017,948
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7. Sole dispositive power 0
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8. Shared dispositive power 67,877,628
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9. Aggregate amount beneficially owned by each reporting person 69,031,998
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10. Check box if the aggregate amount in row (9) excludes certain shares / /
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11. Percent of class represented by amount in row (9) 6.6%
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12. Type of reporting person IN
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CUSIP No. 428236103
1. Name of reporting person Walter B. Hewlett
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) / /
(see instructions) (b) /x/
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3. SEC use only
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4. Citizenship or place of organization United States
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Number of shares beneficially owned by each report person with
5. Sole voting power 344,204
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6. Shared voting power 69,019,228
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7. Sole dispositive power 344,204
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8. Shared dispositive power 67,878,908
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9. Aggregate amount beneficially owned by each reporting person 69,364,282
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10. Check box if the aggregate amount in row (9) excludes certain shares / /
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11. Percent of class represented by amount in row (9) 6.7%
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12. Type of reporting person IN
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CUSIP No. 428236103
1. Name of reporting person Edwin E. van Bronkhorst
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) / /
(see instructions) (b) / /
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3. SEC use only
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4. Citizenship or place of organization United States
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Number of shares beneficially owned by each report person with
5. Sole voting power 88
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6. Shared voting power 190,521,592
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7. Sole dispositive power 88
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8. Shared dispositive power 190,521,592
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9. Aggregate amount beneficially owned by each reporting person 190,521,680
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10. Check box if the aggregate amount in row (9) excludes certain shares / /
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11. Percent of class represented by amount in row (9) 18.3%
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12. Type of reporting person IN
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ITEM 1
(a). NAME OF ISSUER.
The name of the issuer is Hewlett-Packard Company (the "Company").
(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
The principal executive offices of the Company are located at 3000
Hanover Street, Palo Alto, California 94304.
ITEM 2
(a). NAMES OF PERSONS FILING.
The names of the filing persons are William R. Hewlett, Walter B.
Hewlett and Edwin E. van Bronkhorst.
(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE.
The business address for all filing persons is c/o Los Trancos
Management, LLC, 1501 Page Mill Road, MS 3U-10, Palo Alto, CA 94304.
(c). CITIZENSHIP.
Each of the filing persons is a citizen of the United States.
(d). TITLE OF CLASS OF SECURITIES.
This statement relates to the common stock, $0.01 par value per share,
of the Company (the "Common Stock").
(e). CUSIP NO.
The CUSIP number of the Common Stock is 428236103.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONSECTION 240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
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(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 104-(15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
This statement is being filed pursuant to 13d-1(c).
ITEM 4. OWNERSHIP.
According to the most recently available Quarterly Report on Form 10-Q
of the Company filed on September 14, 1998, there are 1.04 billion shares of the
Common Stock issued and outstanding.
William R. Hewlett
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The following information relates to shares of the Common Stock for
which William R. Hewlett holds sole or shared voting or dispositive authority:
(a) Number of shares beneficially owned: 69,031,998
(b) Percent of class: 6.6%
(c) The number of shares as to which William R. Hewlett has:
(i) Sole power to vote or to direct the vote:
none;
(ii) Shared power to vote or to direct the vote:
69,017,948 shares;
(iii) Sole power to dispose or to direct the disposition of:
none;
(iv) Shared power to dispose or to direct the disposition of:
67,877,628 shares.
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Of the shares beneficially owned by William R. Hewlett, he shares
voting and dispositive authority as trustee with co-trustees Walter B. Hewlett
and Edwin E. van Bronkhorst over 60,903,396 shares held by the William R.
Hewlett Revocable Trust dated 2/3/95 (the "Trust"), the terms of which permit
any two of the three trustees (William R. Hewlett, Walter B. Hewlett and Edwin
E. van Bronkhorst) to direct the vote or disposition of the Trust's shares of
the Common Stock. He shares voting and dispositive authority with his spouse,
pursuant to community property laws, over 1,763,232 shares which he and his
spouse hold as community property. He also shares voting and dispositive
authority over such 1,763,232 shares with Walter B. Hewlett and Edwin E. van
Bronkhorst, pursuant to a Durable Power of Attorney For Property dated March 5,
1997 (the "Power of Attorney") which, among other things, grants voting and
dispositive power over shares of the Common Stock owned or controlled by him to
each of Walter B. Hewlett and Edwin E. van Bronkhorst as attorneys-in-fact. In
addition, as a director of the William and Flora Hewlett Foundation (the
"Foundation"), he shares voting and dispositive authority, with the other
directors of the Foundation, over 5,211,000 shares held by the Foundation; he
shares voting authority, with Walter B. Hewlett and Edwin E. van Bronkhorst
pursuant to the Power of Attorney, over 1,140,320 shares held by the Flora
Hewlett Trust, the terms of which give him authority to vote such shares; and
his spouse personally owns 14,050 shares as to which he has neither voting nor
dispositive authority.
William R. Hewlett disclaims beneficial ownership of the 5,211,000
shares held by the Foundation, the 1,140,320 shares held by the Flora Hewlett
Trust and the 14,050 shares held by his spouse as he has no economic interest in
any of these shares.
Walter B. Hewlett
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The following information relates to shares of the Common Stock for
which Walter B. Hewlett holds sole or shared voting or dispositive authority:
(a) Number of shares beneficially owned: 69,364,282
(b) Percent of class: 6.7%
(c) The number of shares as to which Walter B. Hewlett has:
(i) Sole power to vote or to direct the vote: 344,204 shares;
(ii) Shared power to vote or direct the vote: 69,019,228 shares;
(iii) Sole power to dispose or to direct the disposition of:
344,204 shares;
(iv) Shared power to dispose or to direct the disposition of:
67,878,908 shares.
Of the shares which are beneficially owned by Walter B. Hewlett, he has
sole voting and dispositive authority over 329,874 shares which he personally
owns (including 2,124 shares purchasable pursuant to currently vested options);
he shares voting and dispositive authority, as a trustee, with co-trustees
William R. Hewlett and Edwin E. van Bronkhorst over
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60,903,396 shares held by the Trust; he shares voting and dispositive authority,
pursuant to the Power of Attorney, with William R. Hewlett, William R. Hewlett's
spouse and Edwin E. van Bronkhorst over 1,763,232 shares held by William R.
Hewlett and William R. Hewlett's spouse as community property; as a director of
the Foundation, he shares voting and dispositive authority with the other
Foundation directors over 5,211,000 shares held by the Foundation; he shares
voting authority, pursuant to the Power of Attorney, with William R. Hewlett and
Edwin E. van Bronkhorst over 1,140,320 shares held by the Flora Hewlett Trust,
the terms of which give voting authority over such shares to William R. Hewlett;
he has sole voting and dispositive authority over 14,330 shares that he holds as
custodian for his children; he shares voting and dispositive authority with his
spouse over 1,280 shares held by them as community property; and his son owns
850 shares as to which he has neither voting nor dispositive authority.
Walter B. Hewlett disclaims beneficial ownership of the 5,211,000
shares held by the Foundation; the 60,903,396 shares held by the Trust; the
1,140,320 shares held by the Flora Hewlett Trust; the 1,763,232 shares held
personally by William R. Hewlett and William R. Hewlett's spouse as community
property; the 14,330 shares held as custodian for his children; and the 850
shares owned by his son as he has no economic interest in any of these shares.
Edwin E. van Bronkhorst
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The following information relates to shares of the Common Stock for
which Edwin E. van Bronkhorst holds sole or shared voting or dispositive
authority:
(a) Number of shares beneficially owned: 190,521,680
(b) Percent of class: 18.3%
(c) The number of shares as to which Edwin E. van Bronkhorst has:
(i) Sole power to vote or to direct the vote:
88 shares;
(ii) Shared power to vote or to direct the vote:
190,521,592 shares;
(iii) Sole power to dispose or to direct the disposition of:
88 shares;
(iv) Shared power to dispose or to direct the disposition of:
190,521,592 shares.
Of the shares which are beneficially owned by Edwin E. van Bronkhorst,
he holds sole voting and dispositive authority over 88 shares personally owned
by him; he shares voting and dispositive authority, as a trustee, with
co-trustees William R. Hewlett and Walter B. Hewlett over 60,903,396 shares held
by the Trust; as a director of the David and Lucile Packard Foundation (the
"Packard Foundation"), he shares voting and dispositive authority with the other
Packard Foundation directors over 125,564,828 shares held by such foundation; he
shares voting and dispositive authority, pursuant to the Power of Attorney, with
William R. Hewlett, William R. Hewlett's spouse and Walter B. Hewlett over
1,763,232 shares held as community property by
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William R. Hewlett and William R. Hewlett's spouse; he shares voting authority
pursuant to the Power of Attorney, with William R. Hewlett and Walter B. Hewlett
and dispositive authority, as a co-trustee, over 1,140,320 shares held by the
Flora Hewlett Trust, the terms of which give William R. Hewlett authority to
vote such shares; he shares voting and dispositive authority, as a trustee, over
922,384 shares held in trust for Mary H. Jaffe; and he shares voting and
dispositive authority, as a trustee, over 227,432 shares held in trust for
Eleanor H. Gimon.
Other than the 88 shares personally owned by him, Edwin E. van
Bronkhorst disclaims beneficial ownership of all shares he beneficially owns as
he has no economic interest in any such shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following box. [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
None of the persons filing this statement is aware of any other person
having the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, more than five percent of the Common
Stock outstanding that is not described in this statement or disclosed in other
statements and reports filed with the Securities and Exchange Commission.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITIES BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
As described in the response to Item 4, some of the reported securities
are held by trusts or foundations. Certain of the filing persons are control
persons with regard to the Trust, the Foundation or the Packard Foundation which
are identified on Exhibit 2 to this statement.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
This statement is not being filed pursuant to Section 17 C.F.R. Section
13d-1(b)(1)(ii)(J). The responses to Items 2(a)-(c) identify each of the persons
filing this statement.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
This statement is not reporting the dissolution of any group.
ITEM 10. CERTIFICATIONS.
Each of the filing persons signing this statement certifies as follows:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the
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effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in
any transaction have that purpose or effect.
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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 December 18, 1998.
/s/ William R. Hewlett*
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William R. Hewlett
/s/ Walter B. Hewlett
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Walter B. Hewlett
/s/ Edwin E. van Bronkhorst
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Edwin E. van Bronkhorst
* By Walter B. Hewlett, his Attorney in Fact
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Exhibit 1
AGREEMENT REGARDING FILING OF JOINT ACQUISITION STATEMENT
Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Commission
under the Securities Exchange Act of 1934, each of the parties hereto agrees
that the statement on Schedule 13G (including all amendments thereto) with
respect to the Common Stock of the Hewlett-Packard Company to which this
agreement is attached as an exhibit, is filed by and on behalf of each such
person and that any amendments thereto will be filed on behalf of each such
person.
December 18, 1998 /s/ William R. Hewlett*
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William R. Hewlett
December 18, 1998 /s/ Walter B. Hewlett
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Walter B. Hewlett
December 18, 1998 /s/ Edwin E. van Bronkhorst
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Edwin E. van Bronkhorst
* By Walter B. Hewlett, his Attorney in Fact
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Exhibit 2
Identification of Relevant Subsidiaries (Item 7)
The William and Flora Hewlett Foundation
525 Middlefield Road
Suite 200
Menlo Park, CA 94025
www.hewlett.org
The William R. Hewlett Revocable Trust dated 2/3/95
c/o Los Trancos Management, LLC
1501 Page Mill Road, MS 3U-10 Palo Alto, CA 94304
The David and Lucile Packard Foundation
300 Second Street, Suite 200
Los Altos, CA 94022
www.packard.org
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Exhibit 3
DURABLE POWER OF ATTORNEY FOR PROPERTY
I, WILLIAM R. HEWLETT, a resident of Santa Clara County, California,
appoint you, WALTER BERRY HEWLETT and EDWIN E. VAN BRONKHORST, severally and not
jointly, as my attorneys-in-fact to act for me and in my name as authorized by
this durable power of attorney. Each of you shall be referred to in this durable
power of attorney as "my attorney-in-fact." Each of you, acting alone, shall
have full power and authority to act on my behalf under the terms of this
durable power of attorney. If one of you dies, resigns, or fails or ceases to
act or is unable to act because of incapacity, the other of you shall act alone
as my attorney-in-fact.
I intend under this document to create a durable power of attorney
pursuant to the California Power of Attorney Law, Division 4.5 of the California
Probate Code.
1. YOUR POWERS. I hereby grant to you the following powers regarding
the management of my property, to be used for my benefit and to be exercised
only in a fiduciary capacity. These powers shall include those set forth below
but shall, in addition, include any other powers reasonably necessary to the
exercise of the enumerated powers.
. . . .
(bb) To transact all and every kind of business of any kind
and generally to take any actions and make any contracts, orders,
deeds, writings, assurances and instruments which may be necessary or
proper on my behalf, and generally to act for me in all matters
affecting any business or property which I may own now or in the future
with the same force and effect as though I were personally present and
acting for myself.
. . . .
This durable power of attorney is executed by me on March 5, 1997, at
Palo Alto, California.
/s/ William R. Hewlett
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William R. Hewlett
Signature of Attorney-in-Fact:
/s/ Walter Berry Hewlett
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Walter Berry Hewlett
/s/ Edwin E. van Bronkhorst
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Edwin E. van Bronkhorst
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