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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 11, 2000
Date of Report (Date of Earliest Event Reported)
HEWLETT-PACKARD COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 1-4423 94-1081436
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3000 HANOVER STREET, PALO ALTO, CA 94304
(Address of principal executive offices) (Zip code)
(650) 857-1501
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On September 11, 2000 we issued a press release, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by reference, confirming
published reports that we are in discussions with PricewaterhouseCoopers ("PwC")
with respect to a possible acquisition of PwC's global management and
information technology consulting practice. Terms of the transaction have not
been agreed upon, and significant issues remain to be resolved.
PwC is HP's independent accountants, and, as the parties proceed with a
transaction, it is expected that the audit engagement will be terminated in
light of auditor independence requirements.
This report and the news release contain forward-looking statements
that involve risks, uncertainties and assumptions. The words "expect,"
"guidance" and similar expressions may identify forward-looking statements.
These risks include the possibility that HP and PwC may not consummate the
acquisition; the challenge of integrating the PwC and HP consulting businesses;
the possibility that the combined businesses may fail to achieve desired
synergies and that, after the acquisition, HP as a whole and the consulting
business on its own may fail to achieve revenue and profit expectations; the
difficulty for HP of transitioning to new independent accountants; and other
risks that are described from time to time in HP's other Securities and Exchange
Commission reports, including but not limited to the annual report on Form 10-K
for the year ended October 31, 1999, and subsequently filed quarterly reports.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 Press release dated September 11, 2000 entitled "HP
Confirms Discussions Regarding Possible Acquisition of
PricewaterhouseCoopers' Consulting Business."
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEWLETT-PACKARD COMPANY
Date: September 12, 2000 By: /s/ Charles N. Charnas
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Name: Charles N. Charnas
Title: Assistant Secretary
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INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED SEPTEMBER 12, 2000
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Exhibit Description
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<S> <C>
99.1 Press release dated September 11, 2000 entitled "HP Confirms
Discussions Regarding Possible Acquisition of
PricewaterhouseCoopers' Consulting Business."
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