February 11, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Hewlett-Packard Company
Commission File No. 1 4423
Ladies and Gentlemen:
Pursuant to Rule 14a-6(c) under the Securities Act of 1934 as amended,
I am transmitting, on behalf of Hewlett-Packard Company (the "Company")
personal solicitation materials relating to the Company's 1998 proxy
statement.
If you have questions or comments concerning the above, please contact
me at (650) 857-3169.
Very truly yours,
Marie Oh Huber
Corporate Counsel
Date: February 11, 1998
TO: HP Employee Shareholders
FROM: Lew Platt
SUBJECT: Reincorporation in Delaware
DATE: January 29, 1998
I am sending this message about an important corporate matter relating
to HP and to you as a fellow shareholder of the Company. HP is
currently seeking approval from its shareholders to change its state of
incorporation from California to Delaware. I encourage you to read your
proxy statement carefully and to VOTE your HP shares at this year's
annual meeting.
HP faces a particularly difficult vote on the reincorporation issue.
Large institutions own a majority of our stock. Most of them vote
against reincorporations of this type because Delaware law can provide
more flexibility and protection for companies in certain hostile
takeover situations. I want to emphasize that while we welcome this
additional flexibility, it is not the primary reason for changing the
location of our legal state of incorporation.
The main reasons to change HP's legal domicile from California to
Delaware are the greater flexibility of Delaware corporate law and the
substantial body of case law interpreting that law. Many public
technology companies headquartered in California and many of the other
Dow Jones Industrial Average companies that are based around the country
are incorporated in Delaware.
HP's Board of Directors and I support reincorporation because we believe
that the Company and its shareholders will benefit from the
well-established principles of corporate governance that Delaware law
provides.
It is important to note that reincorporation will NOT result in any
change in the name, board members, business, management, employee
benefit plans, operations, payment of taxes or location of facilities or
employees of the Company. Your HP proxy statement, which you may
already have received in the mail, describes the proposal in detail.
This is an important issue for HP. I urge you to read carefully the
description of Proposal No. 3, "Reincorporation in Delaware," starting
on page 23 of the proxy statement and to vote your shares. If you don't
take action to vote your shares, it will have the same effect as a "no"
vote. Contrary to common belief, we cannot vote for you. The vote will
be close, and your vote will be important. Please return your completed
proxy form or vote by phone as instructed on the form before the annual
meeting on Tuesday, February 24.
If you have any questions, please call Craig Nordlund (T857-2645), Ann
Baskins (T857-3755) or Marie Huber (T857-3169) of the Legal Department.
Best regards,
Lew
From: Jack Brigham Date: January 23, 1998
To: HP General Managers Subject: Reincorporation in Delaware
I am sending this message to all General Managers to encourage you to
VOTE your HP shares at this year's annual meeting. HP faces a
particularly difficult vote this year ON THE ISSUE OF REINCORPORATION IN
DELAWARE. Our stock is heavily owned by institutions who view this type
of reincorporation with disfavor because Delaware law tends to be more
protective of companies in certain takeover situations. I should
emphasize that while we welcome this additional protection, it is not
the primary reason for changing the location of our legal state of
incorporation.
The main reasons to change HP's legal domicile from California to
Delaware are the greater flexibility of Delaware corporate law and the
substantial body of case law interpreting that law. The majority of
major corporations are domiciled in Delaware.
Lew, his staff and the Board of Directors support reincorporation
because they believe that the Company and its shareholders will benefit
from the well established principles of corporate governance that
Delaware law provides.
You should note that reincorporation will not result in any change in
the name, board members, business, management, employee benefit plans,
operations or location of facilities or employees of the Company. Your
HP proxy statement, which you may already have received in the mail,
describes the proposal in detail.
This is an important issue for HP. I urge you to read carefully the
description of Proposal No. 3, "Reincorporation in Delaware," starting
on page 23 of the proxy statement and to vote your shares. If you don't
take action to vote your shares, it will have the same effect as a "no"
vote. Contrary to common belief, we cannot vote for you. The vote will
be close, and your vote will be important. Please return your completed
proxy form or vote by phone as instructed on the form before the annual
meeting on Tuesday, February 24.
Craig Nordlund and I will be at the General Managers' meeting and
available to answer any questions you may have. You can also give Craig
(T857-2645), Ann Baskins (T857-3755), Marie Huber (T857-3169) of the
Legal Department or me (T857-2043) a call after the meeting.
Best regards,
Jack
