<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
HEWLETT-PACKARD COMPANY
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 94-1081436
(State or other jurisdiction (I.R.S. Employer
of Identification Number)
incorporation or organization)
</TABLE>
3000 HANOVER STREET, PALO ALTO, CALIFORNIA 94304
(650) 857-1501
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
ANN O. BASKINS, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
3000 HANOVER STREET
PALO ALTO, CALIFORNIA 94304
(650) 857-1501
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
CHARLES N. CHARNAS, ESQ. JOHN A. FORE, ESQ.
MELANIE D. VINSON, ESQ. MICHAEL A. OCCHIOLINI, ESQ.
Hewlett-Packard Company Wilson Sonsini Goodrich & Rosati
3000 Hanover Street Professional Corporation
Palo Alto, California 94304 650 Page Mill Road
(650) 857-1501 Palo Alto, California 94304
(650) 493-9300
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / _______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / / _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / / _______________
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE OFFERING PRICE PER AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED (1) (2) UNIT REGISTRATION FEE
<S> <C> <C> <C>
Debt Securities.......................................... -- -- --
Common Stock, $0.01 par value (3)........................ -- -- --
Preferred Stock, $0.01 par value (3)..................... -- -- --
Depositary Shares (3).................................... -- -- --
Warrants (4)............................................. -- -- --
Total.................................................... $3,000,000,000 100% $792,000
</TABLE>
(1) Or (i) if any debt securities are issued at an original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price equal to the amount to be registered or (ii) if any debt securities
are issued with a principal amount denominated in a foreign currency or
composite currency, such principal amount as shall result in an aggregate
initial offering price equivalent thereto in United States dollars at the
time of initial offering.
(2) These figures are estimates made solely for the purpose of calculating the
registration fee pursuant to Rule 457(o) under the Securities Act of 1933,
as amended, exclusive of accrued interest, if any, on the debt securities.
(3) In addition to any securities that may be issued directly under this
registration statement, we are also registering hereunder an indeterminate
number of shares of common stock, preferred stock or depositary shares as
may be issued upon conversion or exchange of the securities issued directly
hereunder. No separate consideration will be received for any shares of
common stock, preferred stock or depositary shares so issued upon conversion
or exchange.
(4) Includes warrants to purchase common stock, warrants to purchase preferred
stock, and warrants to purchase debt securities.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell the securities until the registration statement filed with the
Securities and Exchange Commission is efffective. This prospectus is not an
offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 18, 2000
PROSPECTUS
$3,000,000,000
HEWLETT-PACKARD COMPANY
By this prospectus, we may offer --
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
SEE "RISK FACTORS" ON PAGE 4 FOR INFORMATION YOU SHOULD
CONSIDER BEFORE BUYING THE SECURITIES.
Our common stock is listed on the New York Stock Exchange under the symbol
"HWP." On February 17, 2000, the reported last sale price of our common stock on
the New York Stock Exchange was $128.00 per share.
------------------------
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
------------------------
This prospectus may not be used to offer and sell securities unless accompanied
by a prospectus supplement.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This prospectus is dated , 2000
<PAGE>
SUMMARY
This prospectus is part of a Registration Statement on Form S-3 that we
filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf process, we may sell any combination of
securities described in this prospectus in one or more offerings, up to a total
dollar amount of $3,000,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described below under the heading "Where You Can Find More Information."
HEWLETT-PACKARD COMPANY
We were originally incorporated in California in 1947. In 1998, we were
reincorporated in Delaware. Our principal executive offices are located at 3000
Hanover Street, Palo Alto, California 94304. Our telephone number is (650)
857-1501.
THE SECURITIES WE MAY OFFER
We may offer up to $3,000,000,000 of debt securities, common stock,
preferred stock, depositary shares and warrants. The prospectus supplement will
describe the specific amounts, prices and terms of these securities.
We may sell the securities to or through underwriters, dealers or agents or
directly to purchasers. Our agents and we reserve the sole right to accept and
to reject in whole or in part any proposed purchase of securities. The
prospectus supplement, which we will provide to you each time we offer
securities, will set forth the names of any underwriters, dealers or agents
involved in the sale of the securities and any applicable fee, commission or
discount arrangements with them.
DEBT SECURITIES
We may offer unsecured general obligations in the form of either senior or
subordinated debt. The senior debt securities and the subordinated debt
securities are together referred to in this prospectus as the "debt securities."
The senior debt securities will have the same rank as all of our other
unsecured, unsubordinated debt. The subordinated debt securities will be
entitled to payment only after payment on our senior debt. Senior debt generally
includes all indebtedness for money borrowed by us, except indebtedness that is
stated to be not senior to, or to have the same rank as, or is expressly junior
to the subordinated debt securities.
The senior and subordinated debt will be issued under separate indentures
between Hewlett-Packard and Chase Manhattan Bank and Trust Company, National
Association, as trustee. We have summarized the general features of the debt
from the indentures. We encourage you to read the indentures that are exhibits
to our Registration Statement No. (333- ) and will be filed as exhibits to
our quarterly report on Form 10-Q. Instructions on how you can get copies of
these documents are provided below under the heading "Where You Can Find More
Information."
GENERAL INDENTURE PROVISIONS THAT APPLY TO SENIOR AND SUBORDINATED DEBT
- Neither indenture limits the amount of debt that we may issue or
provides holders any protection should there be a highly leveraged
transaction involving our company.
- The indentures allow us to merge or to consolidate with another U.S.
entity or convey, transfer or lease our properties and assets
substantially as an entirety to another U.S. entity, as long as certain
conditions are met. If these events occur, the other company will be
1
<PAGE>
required to assume our responsibilities on the debt, and we will be
released from all liabilities and obligations (except in the case of a
lease).
- The indentures provide that holders of a majority of the total
principal amount of the debt outstanding in any series may request in
writing that we enter into a supplemental indenture with the trustee to
change certain of our obligations or your rights concerning the debt;
but to change the payment of principal, interest or to adversely effect
the right to convert or certain other matters, every holder in that
series must consent.
- We may discharge the indentures and defease restrictive covenants by
depositing sufficient funds with the trustee to pay the obligations
when due, as long as certain conditions are met. The trustee would pay
all amounts due to you on the debt from the deposited funds.
EVENTS OF DEFAULT
Each of the following is an event of default under the indentures:
- Principal not paid when due,
- Sinking fund payment not made when due,
- Failure to pay interest for 30 days,
- Covenants not performed for 90 days after notice,
- Bankruptcy, insolvency or reorganization, and
- Any other event of default in the indenture.
REMEDY
Upon an event of default, other than a bankruptcy, insolvency or
reorganization, the trustee or holders of 25% of the principal amount
outstanding in a series may declare the outstanding principal immediately
payable. Under certain circumstances, however, the holders of a majority in
principal amount may rescind this action.
GENERAL INDENTURE PROVISIONS THAT APPLY ONLY TO SENIOR DEBT SECURITIES
The indenture relating to the senior debt securities contains covenants
restricting our ability to incur liens and enter into sale and leaseback
transactions.
GENERAL INDENTURE PROVISIONS THAT APPLY ONLY TO SUBORDINATED DEBT SECURITIES
The subordinated debt securities will be subordinated to all senior debt.
COMMON STOCK
We may issue our common stock, par value $0.01 per share. Holders of common
stock are entitled to receive dividends declared by our board of directors or an
authorized committee of our board of directors. Currently, we pay a dividend of
$0.16 per share per quarter. Each holder of common stock is entitled to one vote
per share. The holders of common stock have no preemptive rights. Holders of
common stock have cumulative voting rights for the election of our directors in
accordance with our bylaws and Delaware law.
PREFERRED STOCK AND DEPOSITARY SHARES
We may issue our preferred stock, par value $0.01 per share, in one or more
series. Our board of directors, or an authorized committee of our board of
directors, will determine the dividend, voting, conversion and other rights of
the series being offered and the terms and conditions relating to its
2
<PAGE>
offering and sale at the time of the offer and sale. We may also issue
fractional shares of preferred stock that will be represented by depositary
shares and depositary receipts.
WARRANTS
We may issue warrants for the purchase of debt securities, preferred stock
or common stock. We may issue warrants independently or together with other
securities.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the Securities
and Exchange Commission, in accordance with the Securities Exchange Act of 1934,
as amended. You may read and copy our reports, proxy statements and other
information filed by us at the public reference facilities of the Securities and
Exchange Commission at the Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C., 20549. Please call the Commission at 1-800-SEC-0330 for
further information about the public reference rooms. Our reports, proxy
statements and other information filed with the Commission are available to the
public over the Internet at the Commission's World Wide Web site at
http://www.sec.gov. These materials also may be inspected and copied at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005 and the Pacific Exchange, Inc., 301 Pine Street, San Francisco,
California 94104 and 233 South Beaudry Avenue, Los Angeles, California 90012.
The Commission allows us to "incorporate by reference" the information we
filed with it, which means that we can disclose important information by
referring you to our filings with the Commission. The information incorporated
by reference is considered to be a part of this prospectus, and information that
we file later with the Commission will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made by us with the Commission under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until our offering is complete.
- Annual Report on Form 10-K for the fiscal year ended October 31, 1999.
- The description of our common stock contained in our registration
statement on Form 8-A filed with the Securities and Exchange Commission
on or about November 6, 1957, and any amendment or report filed for the
purpose of updating this description.
We will provide to each person who so requests, including any beneficial
owner to whom a prospectus is delivered, a copy of these filings. You may
request a copy of these filings, at no cost, by writing or telephoning us at the
following address:
Investor Relations Department
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
3
<PAGE>
RISK FACTORS
Before participating in this offering you should carefully consider the
risks discussed in the section of our Form 10-K for the fiscal year ended
October 31, 1999, entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Factors That Could Affect Future Results,"
which is incorporated in this document by reference.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the periods indicated is
as follows:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED OCTOBER 31,
----------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges........ 13.7x 11.4x 12.1x 7.8x 11.0x
</TABLE>
These computations include our consolidated subsidiaries included in
continuing operations and us. For these ratios, "earnings" represents earnings
from continuing operations before taxes, adjusted for minority interest in
income of subsidiaries with fixed charges and undistributed earnings or loss of
equity investees, plus fixed charges from continuing operations. Fixed charges
consist of:
- interest expense on all indebtedness,
- amortization of debt discounts or premiums, and
- a reasonable approximation of the interest factor deemed to be included in
rental expense.
USE OF PROCEEDS
Unless otherwise indicated in the prospectus supplement, the net proceeds
from the sale of securities offered by this prospectus will be used for general
corporate purposes, which may include repayment of existing indebtedness,
acquisitions of products, technology and businesses, capital expenditures and to
meet working capital needs. Pending such uses, we will invest the net proceeds
in interest-bearing securities.
4
<PAGE>
DESCRIPTION OF THE DEBT SECURITIES
The debt securities will either be our senior debt securities or our
subordinated debt securities. The debt securities will be issued under one or
more separate indentures between us and Chase Manhattan Bank and Trust Company,
National Association, as trustee. Senior debt securities will be issued under a
senior indenture and subordinated debt securities will be issued under a
subordinated indenture. Together, the senior indenture and subordinated
indenture are called indentures. The prospectus, together with its prospectus
supplement, will describe all the material terms of a particular series of debt
securities.
The following is a summary of the most important provisions and definitions
of the indentures. For additional information, you should look at the applicable
indenture that is filed as an exhibit to the registration statement, which
includes the prospectus. In this description of the debt securities, the words
"Hewlett-Packard," "we," "us" or "our" refer only to Hewlett-Packard Company and
not to any of our subsidiaries.
GENERAL
Debt securities may be issued in separate series without limitation as to
aggregate principal amount. We may specify a maximum aggregate principal amount
for the debt securities of any series. We are not limited as to the amount of
debt securities we may issue under the indentures.
The prospectus supplement will set forth:
- whether the debt securities are senior or subordinated,
- the offering price,
- the title,
- any limit on the aggregate principal amount,
- the person who shall be entitled to receive interest, if other than the
record holder on the record date,
- the date the principal will be payable,
- the interest rate, if any, the date interest will accrue, the interest
payment dates and the regular record dates,
- the place where payments shall be made,
- any mandatory or optional redemption provisions,
- if applicable, the method for determining how principal, premium, if any,
or interest will be calculated by reference to an index or formula,
- if other than U.S. currency, the currency or currency units in which
principal, premium, if any, or interest will be payable and whether we or
the holder may elect payment to be made in a different currency,
- the portion of the principal amount that will be payable upon acceleration
of stated maturity, if other than the entire principal amount,
- if the principal amount payable at stated maturity will not be
determinable as of any date prior to stated maturity, the amount which
will be deemed to be the principal amount,
- any defeasance provisions if different from those described below under
"Satisfaction and Discharge--Defeasance,"
5
<PAGE>
- any conversion or exchange provisions,
- whether the debt securities will be issuable in the form of a global
security,
- any subordination provisions if different from those described below under
"Subordinated Debt Securities,"
- any deletions of, or changes or additions to, the events of default or
covenants, and
- any other specific terms of such debt securities.
Unless otherwise specified in the prospectus supplement:
- the debt securities will be registered debt securities, and
- registered debt securities denominated in U.S. dollars will be issued in
denominations of $1,000 or multiples of $1,000.
Debt securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at time of
issuance is below market rates.
EXCHANGE AND TRANSFER
Debt securities may be transferred or exchanged at the office of the
security registrar or at the office of any transfer agent designated by us. We
will not impose a service charge for any transfer or exchange, but we may
require holders to pay any tax or other governmental charges associated with any
transfer or exchange.
In the event of any potential redemption of debt securities of any series,
we will not be required to:
- issue, register the transfer of, or exchange any debt security of that
series during a period beginning at the opening of business 15 days before
the day of mailing of a notice of redemption and ending at the close of
business on the day of the mailing, or
- register the transfer of or exchange any debt security of that series
selected for redemption, in whole or in part, except the unredeemed
portion being redeemed in part.
We have initially appointed the trustee as the security registrar. Any
transfer agent, in addition to the security registrar, initially designated by
us will be named in the prospectus supplement. We may designate additional
transfer agents or change transfer agents or change the office of the transfer
agent. However, we will be required to maintain a transfer agent in each place
of payment for the debt securities of each series.
GLOBAL SECURITIES
The debt securities of any series may be represented, in whole or in part,
by one or more global securities. Each global security will:
- be registered in the name of a depositary that we will identify in a
prospectus supplement,
- be deposited with the depositary or nominee or custodian, and
- bear any required legends.
No global security may be exchanged in whole or in part for debt securities
registered in the name of any person other than the depositary or any nominee
unless:
- the depositary has notified us that it is unwilling or unable to continue
as depositary or has ceased to be qualified to act as depositary,
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<PAGE>
- an event of default is continuing, or
- any other circumstances described in a prospectus supplement.
As long as the depositary, or its nominee, is the registered owner of a
global security, the depositary or nominee will be considered the sole owner and
holder of the debt securities represented by the global security for all
purposes under the indentures. Except in the above limited circumstances, owners
of beneficial interests in a global security will not be:
- entitled to have the debt securities registered in their names,
- entitled to physical delivery of certificated debt securities, and
- considered to be holders of those debt securities under the indenture.
Payments on a global security will be made to the depositary or its nominee
as the holder of the global security. Some jurisdictions have laws that require
that certain purchasers of securities take physical delivery of such securities
in definitive form. These laws may impair the ability to transfer beneficial
interests in a global security.
Institutions that have accounts with the depositary or its nominee are
referred to as "participants." Ownership of beneficial interests in a global
security will be limited to participants and to persons that may hold beneficial
interests through participants. The depositary will credit, on its book-entry
registration and transfer system, the respective principal amounts of debt
securities represented by the global security to the accounts of its
participants.
Ownership of beneficial interests in a global security will be shown on and
effected through records maintained by the depositary, with respect to
participants' interests, or any participant, with respect to interests of
persons held by participants on their behalf.
Payments, transfers and exchanges relating to beneficial interests in a
global security will be subject to policies and procedures of the depositary.
The depositary policies and procedures may change from time to time. Neither the
trustee nor we will have any responsibility or liability for the depositary's or
any participant's records with respect to beneficial interests in a global
security.
PAYMENT AND PAYING AGENTS
The provisions of this paragraph will apply to the debt securities unless
otherwise indicated in the prospectus supplement. Payment of interest on a debt
security on any interest payment date will be made to the person in whose name
the debt security is registered at the close of business on the regular record
date. Payment on debt securities of a particular series will be payable at the
office of a paying agent or paying agents designated by us. However, at our
option, we may pay interest by mailing a check to the record holder. The
corporate trust office will be designated as our sole paying agent.
We may also name any other paying agents in the prospectus supplement. We
may designate additional paying agents, change paying agents or change the
office of any paying agent. However, we will be required to maintain a paying
agent in each place of payment for the debt securities of a particular series.
All moneys paid by us to a paying agent for payment on any debt security
which remain unclaimed for a period ending the earlier of:
- 10 business days prior to the date the money would be turned over to the
state, or
- at the end of two years after the payment was due will be repaid to us.
Thereafter, the holder may look only to us for such payment.
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<PAGE>
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may not consolidate with or merge into any other person, in a transaction
in which we are not the surviving corporation, or convey, transfer or lease its
properties and assets substantially as an entirety to, any person, unless:
- the successor, if any, is a U.S. corporation, limited liability company,
partnership, trust or other entity,
- the successor assumes our obligations on the debt securities and under the
indentures,
- immediately after giving effect to the transaction, no default or event of
default shall have occurred and be continuing, and
- certain other conditions are met.
EVENTS OF DEFAULT
Each indenture defines an event of default with respect to any series of
debt securities as one or more of the following events:
(1) failure to pay principal of or any premium on any debt security of that
series when due,
(2) failure to pay any interest on any debt security of that series for 30
days when due,
(3) failure to deposit any sinking fund payment when due,
(4) failure to perform any other covenant in the indenture that continues
for 90 days after we are given the notice required in the indenture,
(5) our bankruptcy, insolvency or reorganization, and
(6) any other event of default specified in the prospectus supplement.
An event of default of one series of debt securities is not necessarily an
event of default for any other series of debt securities.
If an event of default, other than an event of default described in clause
(5) above, shall occur and be continuing, either the trustee or the holders of
at least 25% in aggregate principal amount of the outstanding securities of that
series may declare the principal amount of the debt securities of that series to
be due and payable immediately. If an event of default described in clause (5)
above shall occur, the principal amount of all the debt securities of that
series will automatically become immediately due and payable. Any payment by us
on the subordinated debt securities following any acceleration will be subject
to the subordination provisions described below under "Subordinated Debt
Securities."
After acceleration the holders of a majority in aggregate principal amount
of the outstanding securities of that series, under certain circumstances, may
rescind and annul such acceleration if all events of default, other than the
non-payment of accelerated principal, or other specified amount, have been cured
or waived.
Other than the duty to act with the required care during an event of
default, the trustee will not be obligated to exercise any of its rights or
powers at the request of the holders unless the holders shall have offered to
the trustee reasonable indemnity. Generally, the holders of a majority in
aggregate principal amount of the outstanding debt securities of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee or exercising any trust or power
conferred on the trustee.
8
<PAGE>
A holder will not have any right to institute any proceeding under the
indentures, or for the appointment of a receiver or a trustee, or for any other
remedy under the indentures, unless:
(1) the holder has previously given to the trustee written notice of a
continuing event of default with respect to the debt securities of that
series,
(2) the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made a written request
and have offered reasonable indemnity to the trustee to institute the
proceeding, and
(3) the trustee has failed to institute the proceeding and has not received
direction inconsistent with the original request from the holders of a
majority in aggregate principal amount of the outstanding debt securities
of that series within 60 days after the original request.
Holders may, however, sue to enforce the payment of principal, premium or
interest on or after the due date without following the procedures listed in (1)
through (3) above.
We will furnish the trustee an annual statement by our officers as to
whether or not we are in default in the performance of the indenture and, if so,
specifying all known defaults.
MODIFICATION AND WAIVER
The trustee and we may make modifications and amendments to the indentures
with the consent of the holders of a majority in aggregate principal amount of
the outstanding securities of each series affected by the modification or
amendment. We may also make modifications and amendments to the indentures for
the benefit of the holders, without their consent, for certain purposes
including, but not limited to:
- providing for a successor of our company to assume the covenants under the
indenture,
- adding covenants or events of default,
- making certain changes to facilitate the issuance of the securities,
- securing the securities,
- providing for a successor trustee,
- curing any ambiguities or inconsistencies, and
- permitting or facilitating the defeasance and discharge of the securities.
However, neither we nor the trustee may make any modification or amendment
without the consent of the holder of each outstanding security of that series
affected by the modification or amendment if such modification or amendment
would:
- change the stated maturity of any debt security,
- reduce the principal, premium, if any, or interest on any debt security,
- reduce the principal of an original issue discount security or any other
debt security payable on acceleration of maturity,
- change the place of payment or the currency in which any debt security is
payable,
- impair the right to sue for any payment after the stated maturity or
redemption date,
- if subordinated debt securities, modify the subordination provisions in a
materially adverse manner to the holders of subordinated debt securities,
- adversely affect the right to convert any debt security, or
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- change the provisions in the indenture that relate to modifying or
amending the indenture.
SATISFACTION AND DISCHARGE; DEFEASANCE
We may be discharged from our obligations on the debt securities of any
series that have matured or will mature or be redeemed within one year if we
deposit enough money with the trustee to pay all the principal, interest and any
premium due to the stated maturity date or redemption date of the debt
securities.
Each indenture contains a provision that permits us to elect either or both
of the following:
- to be discharged from all of our obligations, subject to limited
exceptions, with respect to any series of debt securities then
outstanding; and
- to be released from our obligations under the following covenants and from
the consequences of an event of default resulting from a breach of these
covenants:
(1) the limitations on sale and leaseback transactions under the senior
indenture,
(2) the limitations on secured debt under the senior indenture,
(3) covenants as to payment of taxes and maintenance of properties, and
(4) the subordination provisions under the subordinated indenture.
To make either of the above elections, we must deposit in trust with the
trustee enough money to pay in full the principal, interest and premium on the
debt securities. This amount may be made in cash and/or U.S. government
obligations. As a condition to either of the above elections, we must deliver to
the trustee an opinion of counsel that the holders of the debt securities will
not recognize income, gain or loss for Federal income tax purposes as a result
of the action.
If any of the above events occur, the holders of the debt securities of the
series will not be entitled to the benefits of the indenture, except for
registration of transfer and exchange of debt securities and replacement of
lost, stolen or mutilated debt securities.
NOTICES
Notices to holders will be given by mail to the addresses of the holders in
the security register.
GOVERNING LAW
The indentures and the debt securities will be governed by, and construed
under, the law of the State of New York, without regard to conflicts of laws
principles.
REGARDING THE TRUSTEE
The indentures limit the right of the trustee, if it becomes our creditor,
to obtain payment of claims or secure its claims.
The trustee is permitted to engage in certain other transactions. If the
trustee acquires any conflicting interest, however, and there is a default under
the debt securities of any series for which they are trustee, the trustee must
eliminate the conflict or resign.
SENIOR DEBT SECURITIES
The senior debt securities will be unsecured and will rank equally with all
of our other unsecured and non-subordinated senior debt.
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COVENANTS IN THE SENIOR INDENTURE
LIMITATIONS ON LIENS. Neither we nor any restricted subsidiary will issue,
incur, create, assume or guarantee any secured debt without securing the senior
debt securities equally and ratably with or prior to that secured debt unless
the total amount of all secured debt with which the senior debt securities are
not secured equally and ratably would not exceed the greater of $500 million or
10% of our consolidated net tangible assets.
LIMITATIONS ON SALE AND LEASE-BACK TRANSACTIONS. Subject to the last
paragraph of this Section, neither we nor any restricted subsidiary will enter
into any lease longer than three years covering any of our principal property or
any restricted subsidiary that is sold to any other person in connection with
that lease unless either:
(1) we or any restricted subsidiary would be entitled to incur indebtedness
secured by a mortgage on the principal property involved in such transaction at
least equal in amount to the attributable debt with respect to the lease,
without equally and ratably securing the senior debt securities, pursuant to
"Limitation on Liens" described above, or
(2) an amount equal to the greater of the following amounts is applied
within 180 days to the retirement of our or any restricted subsidiary's
long-term debt or the purchase or development of comparable property:
- the net proceeds from the sale,
- the attributable debt with respect to the sale and leaseback transaction.
However, either we or our restricted subsidiaries would be able to enter
into a sale and lease back transaction without being required to apply to net
proceeds from this sale and lease back transaction as required by (2) above if
the sum of the following amounts would not exceed the greater of $500 million or
10% of our consolidated net tangible assets:
- the total amount of the sale and leaseback transactions, and
- the total amount of secured debt.
DEFINITIONS RELATING TO THE SENIOR DEBT SECURITIES
"attributable debt" with regard to a sale and leaseback transaction means
the lesser of:
(1) the fair market value of such property as determined in good faith by
our board of directors, or
(2) discounted present value of all net rentals under the lease.
"consolidated net tangible assets" means total assets, less reserves, after
deducting:
(1) total current liabilities, excluding:
- notes and loans payable,
- current maturities of long-term debt,
- current maturities of capital leases, and
(2) certain intangible assets, to the extent included in total assets.
"mortgage" means a mortgage, security interest, pledge, lien, charge or
other encumbrance.
"nonrecourse obligation" means indebtedness substantially related to:
- the acquisition of assets not previously owned by us or any restricted
subsidiary, or
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- the financing of any project involving the development of our or any of
our restricted subsidiary's property in which the only recourse is to the
assets acquired with the proceeds of the transaction or the project
financed with the proceeds of the transaction.
"principal property" means the land, improvements, buildings and fixtures
owned by us or a restricted subsidiary located in the United States that
constitutes our principal corporate office, any manufacturing plant or any
manufacturing facility and has a book value in excess of .75% of our
consolidated net tangible assets as of the determination date. Principal
property does not include any property that our board of directors has
determined not to be of material importance to the business conducted by our
subsidiaries and us, taken as a whole.
"restricted subsidiary" means any subsidiary that owns any principal
property, but does not include:
- any subsidiary primarily engaged in financing receivables or in the
finance business, or
- any of our less than 80%-owned subsidiaries if the common stock of the
subsidiary is traded on any national securities exchange or quoted on the
Nasdaq National Market or in the over-the-counter markets.
"secured debt" means any of our debt or any debt of a restricted subsidiary
for borrowed money secured by a mortgage on any principal property or any stock
or indebtedness of a restricted subsidiary. Secured debt does not include:
mortgages on property existing at the time of acquisition of the property by
us or any subsidiary,
- mortgages on property, shares of stock or indebtedness or other assets of
a corporation existing at the time it becomes a restricted subsidiary,
- mortgages on property, shares of stock or indebtedness or other assets
existing at the time of acquisition by us or a restricted subsidiary of
ours (including leases), or mortgages to secure payment of all or any part
of the purchase price, or to secure any debt within 270 days after the
acquisition thereof, or in the case of property, the completion of
construction, improvement or commencement of substantial commercial
operation of the property,
- mortgages to secure indebtedness owing to us or to a restricted
subsidiary,
- mortgages existing at the date of the senior indenture,
- mortgages on property existing at the time the person is merged or
consolidated with us or a restricted subsidiary,
- mortgages on property at the time of a sale or lease of the properties of
a person as an entirety or substantially as an entirety to us or a
restricted subsidiary,
- mortgages incurred to finance the acquisition or construction of property
secured by mortgages in favor of the United States or a political
subdivision of the Unites States,
- mortgages incurred in connection with an asset acquisition or a project
financed with a non-recourse obligation, or mortgages constituting any
extension, renewal or replacement of any mortgage listed above to the
extent the mortgage is not increased.
SUBORDINATED DEBT SECURITIES
The subordinated debt securities are subordinated in right of payment to the
prior payment in full of all senior debt, including any senior debt securities.
In the event of any dissolution, winding up, liquidation or reorganization of
us, the holders of senior debt shall be entitled to receive payment in full
before holders of subordinated debt securities shall be entitled to receive any
payment or distribution on any subordinated debt securities.
In the event of insolvency, upon any distribution of our assets:
- holders of subordinated debt securities are required to pay over their
share of such distribution to the trustee in bankruptcy, receiver or
other person distributing the assets of the Company to pay all senior
debt remaining to the extent necessary to pay all holders of senior
debt in full, and
- our unsecured creditors who are not holders of subordinated debt
securities or holders of senior debt may recover less, ratably, than
holders of senior debt and may recover more, ratably, than the holders
of subordinated debt securities.
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DEFINITIONS RELATING TO SUBORDINATED DEBT SECURITIES
"senior debt" means the principal, premium, if any, and unpaid interest on:
- our indebtedness for borrowed money,
- our obligations evidenced by bonds, debentures, notes or similar
instruments,
- our obligations under any interest rate swaps, caps, collars, options, and
similar arrangements,
- our obligations under any foreign exchange contract, currency swap
contract, futures contract, currency option contract, or other foreign
currency hedge arrangements,
- our obligations under any credit swaps, caps, floors, collars and similar
arrangements,
- indebtedness incurred, assumed or guaranteed by us in connection with the
acquisition by us or any of our subsidiaries of any business, properties
or assets, except purchase-money indebtedness classified as accounts
payable under generally accepted accounting principles,
- our obligations as lessee under leases required to be capitalized on the
balance sheet in conformity with generally accepted accounting principles,
- all obligations under any lease or related document, including a purchase
agreement, in connection with the lease of real property which provides
that we are contractually obligated to purchase or cause a third party to
purchase the leased property and thereby guarantee a minimum residual
value of the leased property to the lessor and our obligations under such
lease or related document to purchase or to cause a third party to
purchase such leased property,
- our reimbursement obligations in respect of letters of credit relating to
indebtedness or our other obligations that qualify as indebtedness or
obligations of the kind referred to above, and
- our obligations under direct or indirect guaranties in respect of, and
obligations to purchase or otherwise acquire, or otherwise to assure a
creditor against loss in respect of, indebtedness or obligations of others
of the kinds referred to above.
However, senior debt shall not include any indebtedness or obligation that
provides that such indebtedness or obligation is not superior in right of
payment to the subordinated debt securities.
The subordinated debt securities are effectively subordinated to all
existing and future liabilities of our subsidiaries. Any right we have to
participate in any distribution of the assets of any of our subsidiaries upon
their liquidation, reorganization or insolvency, and the consequent right of
holders of senior debt securities to participate in those assets, will be
subject to the claims of the creditors of such subsidiary. In addition, any
claim we may have as a creditor would still be subordinate to any security
interest in the assets of such subsidiary and any indebtedness of such
subsidiary senior to that held by us.
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DESCRIPTION OF COMMON STOCK
Our certificate of incorporation authorizes us to issue up to 4,800,000,000
shares of common stock. As of December 31, 1999 there were approximately
1,001,000,000 shares of common stock outstanding.
The holders of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. The holders of common stock have
cumulative voting rights for the election of our directors in accordance with
our bylaws and Delaware law. Subject to preferences applicable to any
outstanding preferred stock, the holders of common stock are entitled to receive
ratably such dividends as may be declared from time to time by the board of
directors out of funds legally available for distribution, and, in the event of
our liquidation, dissolution or winding up, the holders of common stock are
entitled to share in all assets remaining after payment of liabilities. The
common stock has no preemptive or conversion rights and is not subject to
further calls or assessments by us. There are no redemption or sinking fund
provisions available to the common stock. The common stock currently outstanding
is validly issued, fully paid and nonassessable.
The transfer agent and registrar for the common stock is Harris Trust and
Savings Bank.
ANTI-TAKEOVER EFFECTS OF DELAWARE LAW
We are subject to the provisions of Section 203 of the Delaware General
Corporation Law, which, subject to certain exceptions, prohibits a Delaware
corporation from engaging in any business combination with any interested
stockholder for a period of three years following the time that such stockholder
became an interested stockholder, unless:
(1) prior to such time, the board of directors of the corporation approved
either the business combination or the transaction that resulted in the
stockholder's becoming an interested stockholder,
(2) upon consummation of the transaction that resulted in the stockholder's
becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time
the transaction commenced, excluding for purposes of determining the
number of shares outstanding those shares owned:
- by persons who are directors and also officers, and
- by employee stock plans in which employee participants do not have the
right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer, or
(3) at or subsequent to such time, the business combination is approved by
the board of directors and authorized at an annual or special meeting of
the stockholders, and not by written consent, by the affirmative vote of
at least 66 2/3% of the outstanding voting stock that is not owned by the
interested stockholder.
Section 203 defines "business combination" to include:
(1) any merger or consolidation involving the corporation and the interested
stockholder,
(2) any sale, transfer, pledge or other disposition of 10% or more of the
assets of the corporation involving the interested stockholder,
(3) subject to certain exceptions, any transaction that results in the
issuance or transfer by the corporation of any stock of the corporation
to the interested stockholder,
(4) any transaction involving the corporation that has the effect of
increasing the proportionate share of the stock of any class or series of
the corporation beneficially owned by the interested stockholder, or
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(5) the receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by or
through the corporation.
In general, Section 203 defines an "interested stockholder" as any entity or
person who or which beneficially owns (or within three years did own) 15% or
more of the outstanding voting stock of the corporation and any entity or person
affiliated with or controlling or controlled by such entity or person.
The existence of this provision would be expected to have an anti-takeover
effect with respect to transactions not approved in advance by our board of
directors, including discouraging attempts that might result in a premium over
the market price for the shares of common stock held by stockholders.
DESCRIPTION OF PREFERRED STOCK
Our certificate of incorporation authorizes us to issue up to 300,000,000
shares of preferred stock in one or more series. As of December 31, 1999, we did
not have any outstanding shares of preferred stock or options to purchase
preferred stock. Our board of directors, however, has the authority without
shareholder consent, subject to certain limitations imposed by law or our
bylaws, to issue one or more series of preferred stock at any time. The rights,
preferences and restrictions of the preferred stock of each series will be fixed
by the certificate of designation relating to each series. A prospectus
supplement relating to each such series will specify the terms of the preferred
stock as determined by our board of directors, including the following:
- the number of shares in any series,
- the designation for any series by number, letter or title that shall
distinguish the series from any other series of preferred stock,
- the dividend rate and whether dividends on that series of preferred stock
will be cumulative, noncumulative or partially cumulative,
- the voting rights of that series of preferred stock, if any,
- any conversion provisions applicable to that series of preferred stock,
- any redemption or sinking fund provisions applicable to that series of
preferred stock,
- the liquidation preference per share of that series of preferred stock, if
any, and
- the terms of any other preferences or rights, if any, applicable to that
series of preferred stock.
We will describe the specific terms of a particular series of preferred
stock in the prospectus supplement relating to that series. The description of
preferred stock above and the description of the terms of a particular series of
preferred stock in the related prospectus supplement will not be complete. You
should refer to the certificate of designation for complete information. The
prospectus supplement will also contain a description of certain U.S. federal
income tax consequences relating to the preferred stock.
Although it has no present intention to do so, our board of directors,
without stockholder approval, may issue preferred stock with voting and
conversion rights which could adversely affect the voting power of the holders
of common stock. If we issue preferred stock, it may have the effect of
delaying, deferring or preventing a change of control.
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DESCRIPTION OF THE DEPOSITARY SHARES
At our option, we may elect to offer fractional shares of preferred stock,
rather than full shares of preferred stock. If we do, we will issue to the
public receipts for depositary shares and each of these depositary shares will
represent a fraction (to be set forth in the prospectus supplement) of a share
of a particular series of preferred stock. Each owner of a depositary share will
be entitled, in proportion to the applicable fractional interest in shares of
preferred stock underlying that depositary share, to all rights and preferences
of the preferred stock underlying that depositary share. Those rights include
dividend, voting, redemption and liquidation rights.
The shares of preferred stock underlying the depositary shares will be
deposited with a bank or trust company selected by us to act as depositary,
under a deposit agreement between us, the depositary and the holders of the
depositary receipts. The depositary will be the transfer agent, registrar and
dividend disbursing agent for the depositary shares.
The depositary shares will be evidenced by depositary receipts issued
pursuant to the depositary agreement. Holders of depositary receipts agree to be
bound by the deposit agreement, which requires holders to take certain actions
such as filing proof of residence and paying certain charges.
The summary of terms of the depositary shares contained in this prospectus
is not complete. You should refer to the forms of the deposit agreement, our
certificate of incorporation and the certificate of amendment for the applicable
series of preferred stock that are, or will be, filed with the Securities and
Exchange Commission.
DIVIDENDS
The depositary will distribute all cash dividends or other cash
distributions received in respect of the series of preferred stock underlying
the depositary shares to the record holders of depositary receipts in proportion
to the number of depositary shares owned by those holders on the relevant record
date, which will be the same date as the record date for the preferred stock.
In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary receipts
that are entitled to receive the distribution, unless the depositary determines
that it is not feasible to make the distribution. If this occurs, the
depositary, with our approval, may adopt another method for the distribution,
including selling the property and distributing the net proceeds to the holders.
LIQUIDATION PREFERENCE
In the event of our voluntary or involuntary liquidation, dissolution or
winding up, the holders of each depositary share will be entitled to receive the
fraction of the liquidation preference accorded each share of the applicable
series of preferred stock, as set forth in the applicable prospectus supplement.
REDEMPTION
If a series of preferred stock underlying the depositary shares is subject
to redemption, the depositary shares will be redeemed from the proceeds received
by the depositary resulting from the redemption, in whole or in part, of
preferred stock held by the depositary. Whenever we redeem any preferred stock
held by the depositary, the depositary will redeem, as of the same redemption
date, the number of depositary shares representing the preferred stock so
redeemed. The depositary will mail the notice of redemption to the record
holders of the depositary receipts promptly upon receiving the notice from us
and fewer than 35 or more than 60 days, unless otherwise provided in the
applicable prospectus supplement, prior to the date fixed for redemption of the
preferred stock and the depositary shares.
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VOTING
Upon receipt of notice of any meeting at which the holders of preferred
stock are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary receipts
underlying the preferred stock. Each record holder of those depositary receipts
on the record date will be entitled to instruct the depositary as to the
exercise of the voting rights pertaining to the amount of preferred stock
underlying that holder's depositary shares. The record date for the depositary
will be the same date as the record date for the preferred stock. The depositary
will try, as far as practicable, to vote the preferred stock underlying the
depositary shares in accordance with such instructions, and we will agree to
take all action which may be deemed necessary by the depositary in order to
enable the depositary to do so. The depositary will not vote the preferred stock
to the extent that it does not receive specific instructions from the holders of
depositary receipts.
WITHDRAWAL OF PREFERRED STOCK
Owners of depositary shares are entitled, upon surrender of depositary
receipts at the principal office of the depositary and payment of any unpaid
amount due to the depositary, to receive the number of whole shares of preferred
stock underlying the depositary shares. Partial shares of preferred stock will
not be issued. Holders of preferred stock will not be entitled to deposit the
shares under the deposit agreement or to receive depositary receipts evidencing
depositary shares for the preferred stock.
AMENDMENT AND TERMINATION OF DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended at any time and from time to
time by agreement between us and the depositary. However, any amendment which
materially and adversely alters the rights of the holders of depositary shares,
other than fee changes, will not be effective unless the amendment has been
approved by at least a majority of the depositary shares then outstanding. The
deposit agreement may be terminated by the depositary or us only if:
- all outstanding depositary shares have been redeemed, or
- there has been a final distribution in respect of the preferred stock in
connection with our dissolution and such distribution has been made to all
the holders of depositary shares.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will also pay
charges of the depositary in connection with the initial deposit of the
preferred stock and the initial issuance of the depositary shares, any
redemption of the preferred stock and all withdrawals of preferred stock by
owners of depositary shares. Holders of depositary receipts will pay transfer,
income and other taxes and governmental charges and other specified charges as
provided in the deposit agreement to be for their accounts. The depositary may
refuse to transfer depositary shares, withhold dividends and distributions and
sell the depositary shares evidenced by the depositary receipt if the charges
are not paid.
MISCELLANEOUS
The depositary will forward to the holders of depositary receipts all
reports and communications we deliver to the depositary that we are required to
furnish to the holders of the preferred stock. In addition, the depositary will
make available for inspection by holders of depositary receipts at the principal
office of the depositary, and at such other places as it may from time to time
deem advisable, any reports and communications we deliver to the depositary as
the holder of preferred stock.
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Neither the depositary nor we will be liable if either of us is prevented or
delayed by law or any circumstance beyond our control in performing our
respective obligations under the deposit agreement. Our obligations and those of
the depositary will be limited to performance in good faith of our respective
duties under the deposit agreement. Neither the depositary nor we will be
obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or preferred stock unless satisfactory indemnity is furnished.
We and the depositary may rely on written advice of counsel or accountants, on
information provided by holders of depositary receipts or other persons believed
in good faith to be competent to give such information and on documents believed
to be genuine and to have been signed or presented by the proper party or
parties.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering a notice to us of its
election to do so. We may remove the depositary at any time. Any such
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of such appointment. The successor depositary must
be appointed within 60 days after delivery of the notice for resignation or
removal and must be a bank or trust company having its principal office in the
United States of America and having a combined capital and surplus of at least
$150,000,000.
FEDERAL INCOME TAX CONSEQUENCES
Owners of the depositary shares will be treated for Federal income tax
purposes as if they were owners of the preferred stock underlying the depositary
shares. As a result, owners will be entitled to take into account for Federal
income tax purposes income and deductions to which they would be entitled if
they were holders of such preferred stock. No gain or loss will be recognized
for Federal income tax purposes upon the withdrawal of preferred stock in
exchange for depositary shares. The tax basis of each share of preferred stock
to an exchanging owner of depositary shares will be, upon such exchange, the
same as the aggregate tax basis of the depositary shares exchanged. The holding
period for preferred stock in the hands of an exchanging owner of depositary
shares will include the period during which such person owned such depositary
shares.
DESCRIPTION OF THE WARRANTS
GENERAL
We may issue warrants for the purchase of debt securities, preferred stock
or common stock. Warrants may be issued independently or together with debt
securities, preferred stock or common stock and may be attached to or separate
from any offered securities. Each series of warrants will be issued under a
separate warrant agreement to be entered into between us and a bank or trust
company, as warrant agent. The warrant agent will act solely as our agent in
connection with the warrants and will not have any obligation or relationship of
agency or trust for or with any holders or beneficial owners of warrants. This
summary of certain provisions of the warrants is not complete. For the complete
terms of the warrant agreement, you should refer to the provisions of the
warrant agreement that will be filed with the Securities and Exchange Commission
in connection with the offering of warrants.
DEBT WARRANTS
The prospectus supplement relating to a particular issue of warrants to
issue debt securities will describe the terms of the debt warrants, including
the following:
- the title of the debt warrants,
- the offering price for the debt warrants, if any,
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- the aggregate number of the debt warrants,
- the designation and terms of the debt securities purchasable upon exercise
of the debt warrants,
- if applicable, the designation and terms of the debt securities that the
debt warrants are issued with and the number of debt warrants issued with
each debt security,
- if applicable, the date from and after which the debt warrants and any
debt securities issued with them will be separately transferable,
- the principal amount of debt securities that may be purchased upon
exercise of a debt warrant and the price at which the debt securities may
be purchased upon exercise, which may be payable in cash, securities or
other property,
- the dates on which the right to exercise the debt warrants will commence
and expire,
- if applicable, the minimum or maximum amount of the debt warrants that may
be exercised at any one time,
- whether the debt warrants represented by the debt warrant certificates or
debt securities that may be issued upon exercise of the debt warrants will
be issued in registered or bearer form,
- information with respect to book-entry procedures, if any,
- the currency or currency units in which the offering price, if any, and
the exercise price are payable,
- if applicable, a discussion of material united states federal income tax
considerations,
- the antidilution provisions of the debt warrants, if any,
- the redemption or call provisions, if any, applicable to the debt
warrants, and
- any additional terms of the debt warrants, including terms, procedures,
and limitations relating to the exchange and exercise of the debt
warrants.
STOCK WARRANTS
The prospectus supplement relating to a particular issue of warrants to
issue our common stock or preferred stock will describe the terms of the
warrants, including the following:
- the title of the warrants,
- the offering price for the warrants, if any,
- the aggregate number of the warrants,
- the designation and terms of the common stock or preferred stock that may
be purchased upon exercise of the warrants,
- if applicable, the designation and terms of the securities with which the
warrants are issued and the number of warrants issued with each security,
- if applicable, the date from and after which the warrants and any
securities issued with the warrants will be separately transferable,
- the number of shares of common stock or preferred stock that may be
purchased upon exercise of a warrant and the price at which such shares
may be purchased upon exercise,
- the dates on which the right to exercise the warrants shall commence and
expire,
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- if applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time,
- the currency or currency units in which the offering price, if any, and
the exercise price are payable,
- if applicable, a discussion of material United States Federal income tax
considerations,
- the antidilution provisions of the warrants, if any,
- the redemption or call provisions, if any, applicable to the warrants, and
- any additional terms of the warrants, including terms, procedures, and
limitations relating to the exchange and exercise of the warrants.
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PLAN OF DISTRIBUTION
We may sell the securities separately or together:
- through one or more underwriters or dealers in a public offering and sale
by them,
- directly to investors, or
- through agents.
We may describe the securities from time to time in one or more transactions
at a fixed price or prices, which may be changed from time to time:
- at market prices prevailing at the times of sale,
- at prices related to such prevailing market prices, or
- at negotiated prices.
We will describe the method of distribution of the securities in the
prospectus supplement.
Underwriters, dealers or agents may receive compensation in the form of
discounts, concessions or commissions from us or our purchasers, as their agents
in connection with the sale of securities. These underwriters, dealers or agents
may be considered to be underwriters under the Securities Act of 1933, as
amended. As a result, discounts, commissions, or profits on resale received by
the underwriters, dealers or agents may be treated as underwriting discounts and
commissions. The prospectus supplement will identify any such underwriter,
dealer or agent and describe any compensation received by them from us. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Underwriters, dealers and agents may be entitled to indemnification by us
against certain civil liabilities, including liabilities under the Securities
Act, or to contribution with respect to payments made by the underwriters,
dealers or agents, under agreements between us and the underwriters, dealers and
agents.
We may grant underwriters who participate in the distribution of securities
an option to purchase additional securities to cover over-allotments, if any, in
connection with the distribution.
All debt securities will be new issues of securities with no established
trading market. Underwriters involved in the public offering and sale of debt
securities may make a market in the debt securities. However, they are not
obligated to make a market and may discontinue market-making activity at any
time. No assurance can be given as to the liquidity of the trading market for
any debt securities.
Underwriters or agents and their associates may be customers of, engage in
transactions with or perform services for us in the ordinary course of business.
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LEGAL MATTERS
Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California, will pass upon the validity of the issuance of the securities
offered by this prospectus for us.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended October 31, 1999
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
22
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses, other than any underwriting
discount and commissions, in connection with the issuance and distribution of
the securities being registered. All amounts indicated are estimates (other than
the registration fee):
<TABLE>
<CAPTION>
<S> <C>
Registration fee............................................ $792,000
Trustee's fees and expenses................................. *
Rating agency fee........................................... *
Accounting fees and expenses................................ *
Printing and engraving...................................... *
Transfer agent and registrar fees and expenses.............. *
Blue sky and legal investment fees and expenses............. *
Legal fees and expenses of the registrant................... *
Miscellaneous............................................... *
--------
Total................................................. $ *
========
</TABLE>
- ------------------------
* To be filed by Amendment
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("Delaware Law")
authorizes a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms that are sufficiently broad
to permit indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. Our bylaws provide for the mandatory indemnification of our
directors and officers to the maximum extent permitted by Delaware law. Our
bylaws also provide (i) that we may modify the scope of indemnification by
individual contracts with our directors and officers, and (ii) that we shall not
be required to indemnify any director or officer unless the indemnification is
required by law, the proceeding in which indemnification is sought was
authorized in advance by our board of directors, the indemnification is provided
by us, in our sole discretion pursuant to powers vested in us under the General
Corporation Law of Delaware or the indemnification is required by individual
contract. In addition our bylaws give us the power to indemnify our employees
and agents to the maximum extent permitted by Delaware law.
We refer you to the form of underwriting agreement to be filed as an exhibit
to this Registration Statement as incorporated by reference as an exhibit to a
current Report on Form 8-K for certain provisions regarding indemnification of
our officers and directors by the underwriters.
ITEM 16. EXHIBITS
The following exhibits are filed with this Registration Statement or
incorporated by reference herein:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
<C> <S>
1.1 Form of Underwriting Agreement.*
3.1 Certificate of Incorporation.**
</TABLE>
II-1
<PAGE>
ITEM 16. EXHIBITS (CONTINUED)
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
<C> <S>
3.2 Bylaws.**
4.1 Form of Senior Indenture.*
4.2 Form of Subordinated Indenture.*
4.3 Form of Senior Debt Security (included in Exhibit 4.1).*
4.4 Form of Subordinated Debt Security (included in Exhibit
4.2).*
4.5 Form of Certificate of Amendment. ***
4.6 Form of Preferred Stock Certificate. ***
4.7 Form of Deposit Agreement. ***
4.8 Form of Depositary Receipt (included in Exhibit 4.7).***
4.9 Form of Warrant Agreement.***
4.10 Form of Warrant Certificate.***
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
12.1 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
24.1 Power of Attorney of certain directors and officers of
Hewlett-Packard Company (see pages II-4 and II-5 of
initial filing of this Form S-3).
25.1 Form T-1 Statement of Eligibility of Trustee for Senior
Indenture under the Trust Indenture Act of 1939.
25.2 Form T-1 Statement of Eligibility of Trustee for
Subordinated Indenture under the Trust Indenture Act of
1939.
</TABLE>
- ------------------------
* To be filed by amendment or by a report on Form 8-K pursuant to Section 601
of Regulation S-K.
** Incorporated by reference from Registrant's Annual Report on Form 10-K for
the fiscal year ended October 31, 1999.
*** To be filed as an exhibit to a report pursuant to Section 13(a) or 15(d) of
the Securities Act of 1934.
ITEM 17. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended, (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
II-2
<PAGE>
ITEM 17. UNDERTAKINGS (CONTINUED)
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that the undertakings set forth in clauses
(i) and (ii) above shall not apply if the information required to
be included in a post-effective amendment by these clauses is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination
of the offering.
2. The undersigned registrant hereby undertakes, that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
4. The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California, on February 18, 2000.
<TABLE>
<S> <C> <C>
HEWLETT-PACKARD COMPANY
BY: /S/ CARLETON S. FIORINA
-----------------------------------------
Carleton S. Fiorina
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert P. Wayman and Ann O. Baskins, and each of
them individually, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign the Registration Statement filed
herewith and any or all amendments to said Registration Statement (including
post-effective amendments and registration statements filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and otherwise), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorneys-in-fact and agents the full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as full to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or his or her substitute, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, on
the dates set forth below, this Registration Statement has been signed by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ CARLETON S. FIORINA President and Chief Executive Officer
------------------------------- (Principal Executive Officer) and February 18, 2000
Carleton S. Fiorina Director
Vice President, Finance and
/s/ ROBERT P. WAYMAN Administration
------------------------------- and Chief Financial Officer February 18, 2000
Robert P. Wayman (Principal Financial Officer) and
Director
/s/ RAYMOND W. COOKINGHAM
------------------------------- Vice President and Controller February 18, 2000
Raymond W. Cookingham (Principal Accounting Officer)
/s/ PHILIP M. CONDIT
------------------------------- Director February 14, 2000
Philip M. Condit
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
------------------------------- Director , 2000
Patricia C. Dunn
------------------------------- Director , 2000
John B. Fery
------------------------------- Director , 2000
Jean-Paul G. Gimon
/s/ SAM GINN
------------------------------- Director February 14, 2000
Sam Ginn
/s/ RICHARD A. HACKBORN
------------------------------- Director February 18, 2000
Richard A. Hackborn
------------------------------- Director , 2000
Walter B. Hewlett
------------------------------- Director , 2000
Dr. George A. Keyworth II
/s/ SUSAN PACKARD ORR
------------------------------- Director February 18, 2000
Susan Packard Orr
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- --------- ------------------------------------------------------------
<S> <C>
1.1 Form of Underwriting Agreement. *
3.1 Certificate of Incorporation.**
3.2 Bylaws.**
4.1 Form of Senior Indenture.*
4.2 Form of Subordinated Indenture.*
4.3 Form of Senior Debt Security (included in Exhibit 4.1).*
4.4 Form of Subordinated Debt Security (included in Exhibit
4.2).*
4.5 Form of Certificate of Amendment. ***
4.6 Form of Preferred Stock Certificate. ***
4.7 Form of Deposit Agreement. ***
4.8 Form of Depositary Receipt (included in Exhibit 4.7).***
4.9 Form of Warrant Agreement.***
4.10 Form of Warrant Certificate.***
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
12.1 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
24.1 Power of Attorney of certain directors and officers of
Hewlett-Packard Company (see pages II-4 and II-5 of initial
filing of this Form S-3).
25.1 Form T-1 Statement of Eligibility of Trustee for Senior
Indenture under the Trust Indenture Act of 1939.
25.2 Form T-1 Statement of Eligibility of Trustee for
Subordinated Indenture under the Trust Indenture Act of
1939.
</TABLE>
- ------------------------
* To be filed by amendment or by a report on Form 8-K pursuant to Section 601
of Regulation S-K.
** Incorporated by reference from Registrant's Annual Report on Form 10-K for
the fiscal year ended October 31, 1999.
*** To be filed as an exhibit to a report pursuant to Section 13(a) or 15(d) of
the Securities Act of 1934.
<PAGE>
[WILSON, SONSINI, GOODRICH & ROSATI LETTERHEAD]
EXHIBIT 5.1
February 18, 2000
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
RE: HEWLETT-PACKARD COMPANY--REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement"), filed by Hewlett-Packard Company, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission in
connection with the registration pursuant to the Securities Act of 1933, as
amended (the "Act"), with an aggregate offering price of up to $3,000,000,000 or
the equivalent thereof, of the Company's senior and subordinated debt securities
(the "Debt Securities"), shares of Common Stock, $0.01 par value per share (the
"Common Stock"), shares of the Preferred Stock, $0.01 par value per share (the
"Preferred Stock"), depositary shares (the "Depositary Shares") of the Company
representing a fractional interest in a share of Preferred Stock and/or warrants
to purchase Debt Securities, Preferred Stock or Common Stock (the "Warrants") of
the Company (the Debt Securities, Common Stock, Preferred Stock, Depositary
Shares and Warrants are collectively referred to herein as the "Securities").
The Securities are to be sold from time to time as set forth in the Registration
Statement, the Prospectus contained therein (the "Prospectus") and the
supplements to the Prospectus (the "Prospectus Supplements"). The Debt
Securities are to be issued pursuant to a Senior Debt Securities Indenture (the
"Senior Indenture") and a Subordinated Debt Securities Indenture (the
"Subordinated Indenture"), each of which will be filed as exhibits to the
Registration Statement (the "Indentures") and are to be entered into in each
case between the Company and State Street Bank and Trust Company of California,
N.A. (the "Trustee"). The Securities are to be sold pursuant to an underwriting
agreement (the "Underwriting Agreement"), in substantially the form to be filed
under a Current Report on Form 8-K. The Debt Securities are to be issued in the
forms set forth in the Indentures filed as exhibits to the Registration
Statement.
We have examined instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed (a) the authenticity of original documents and the
genuineness of all signatures, (b) the conformity to the originals of all
documents submitted to us as copies and (c) the truth, accuracy, and
completeness of the information, representations and warranties contained in the
records, documents, instruments and certificates we have reviewed.
Based on such examination, we are of the opinion that:
1. with respect to Debt Securities to be issued under either the Senior
Indenture or Subordinated Indenture, when (A) the Trustee is qualified to act as
Trustee under the Senior Indenture or Subordinated Indenture, as applicable,
(B) the Trustee has duly executed and delivered the Subordinated Indenture or
Senior Indenture, as applicable, (C) the Senior Indenture or Subordinated
Indenture, as applicable, has been duly authorized and validly executed and
delivered by the Company to the Trustee (D) the Senior Indenture or Subordinated
Indenture, as applicable, has been duly qualified under the Trust Indenture Act
of 1939, as amended, (E) the Board of Directors of the Company or a duly
constituted and acting committee thereof (such Board of Directors or committee,
including the Executive Committee of the Board of Directors, being hereinafter
referred to as the "Board") has taken all necessary corporate action, and
appropriate corporate officers of the Company have taken all appropriate action
in accordance with such corporate action to approve the issuance and
<PAGE>
terms of such Debt Securities, the terms of the offering thereof and related
matters, and (F) such Debt Securities have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Senior Indenture
or Subordinated Indenture, as applicable, and the applicable definitive
purchase, underwriting or similar agreement approved by the Board upon payment
of the consideration therefor provided for therein, such Debt Securities will be
validly issued and will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms;
2. with respect to shares of Preferred Stock, when both (A) the Board has
taken all necessary corporate action to approve the issuance and terms of the
shares of Preferred Stock, the terms of the offering thereof, and related
matters, including the adoption of a Certificate of Amendment relating to such
Preferred Stock (a "Certificate") and the filing of the Certificate with the
Secretary of State of the State of Delaware, and (B) certificates representing
the shares of Preferred Stock have been duly executed, countersigned, registered
and delivered either (i) in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of the
consideration therefor (not less than the par value of the Preferred Stock)
provided for therein or (ii) upon conversion or exercise of such Security or the
instrument governing such Security providing for such conversion or exercise as
approved by the Board, for the consideration approved by the Board (not less
than the par value of the Preferred Stock), then the shares of Preferred Stock
will be validly issued, fully paid and nonassessable;
3. with respect to with respect to Depositary Shares, when (A) the Board
has taken all necessary corporate action to approve the issuance and terms of
the Depositary Shares, the terms of the offering thereof, and related matters,
including the adoption of a Certificate relating to the Preferred Stock
underlying such Depositary Shares and the filing of the Certificate with the
Secretary of State of the State of Delaware, (B) the Deposit Agreement (the
"Deposit Agreement") or Agreements relating to the Depositary Shares and the
related Depositary Receipts have been duly authorized and validly executed and
delivered by the Company and the Depositary appointed by the Company, (C) the
shares of Preferred Stock underlying such Depositary Shares have been deposited
with a bank or trust company (which meets the requirements for the Depositary
set forth in the Registration Statement) under the applicable Deposit Agreement,
and (D) the Depositary Receipts representing the Depositary Shares have been
duly executed, countersigned, registered and delivered in accordance with the
appropriate Deposit Agreement and the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of the
consideration therefor provided for therein, the Depositary Shares will be
validly issued;
4. with respect to shares of Common Stock, when both (A) the Board has
taken all necessary corporate action to approve the issuance of and the terms of
the offering of the shares of Common Stock and related matters and
(B) certificates representing the shares of Common Stock have been duly
executed, countersigned, registered and delivered either (i) in accordance with
the applicable definitive purchase, underwriting or similar agreement approved
by the Board upon payment of the consideration therefor (not less than the par
value of the Common Stock) provided for therein or (ii) upon conversion or
exercise of any other Security, in accordance with the terms of such Security or
the instrument governing such Security providing for such conversion or exercise
as approved by the Board, for the consideration approved by the Board (not less
than the par value of the Common Stock), then the shares of Common Stock will be
validly issued, fully paid and nonassessable; and
5. with respect to the Warrants, when (A) the Board has taken all necessary
corporate action to approve the creation of and the issuance and terms of the
Warrants, the terms of the offering thereof, and related matters, (B) the
Warrant Agreement or Agreements relating to the Warrants have been duly
authorized and validly executed and delivered by the Company and the Warrant
Agent appointed by the Company, and (C) the Warrants or certificates
representing the Warrants have been duly executed, countersigned, registered and
delivered in accordance with the appropriate Warrant Agreement or Agreements and
the applicable definitive purchase, underwriting or similar agreement approved
by the Board upon payment of the consideration therefor provided for therein,
the Warrants will be validly issued.
<PAGE>
Our opinion that any document is legal, valid and binding is qualified as
to:
(a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or other laws relating to or
affecting the rights of creditors generally; and
(b) general principles of equity, including without limitation concepts of
materiality, reasonableness, good faith and fair dealing, and the possible
unavailability of specific performance or injunctive relief, regardless of
whether such enforceability is considered in a proceeding in equity or at law.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in the Registration Statement, the Prospectus, the Prospectus
Supplement, and in any amendment or supplement thereto. In giving such consent,
we do not believe that we are "experts" within the meaning of such term as used
in the Act or the rules and regulations of the Securities and Exchange
Commission issued thereunder with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 12.1
HEWLETT-PACKARD COMPANY AND SUBSIDIARIES
Statement of Computation of Ratio of Earnings to Fixed Charges (1)
(in millions, except ratios)
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
------------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Earnings from continuing operations before taxes $4,194 $3,694 $3,568 $2,915 $2,945
Minority interest in the income of subsidiaries with
fixed charges 14 4 22 22 19
Undistributed (earnings) or loss of equity investees 6 7 (7) (63) (45)
Fixed charges from continuing operations:
Interest expense and amortization of debt
discount and premium on all indebtedness 202 235 215 327 206
Interest included in rent 130 120 107 96 85
--- --- --- -- --
Total fixed charges from continuing operations: 332 355 322 423 291
Earnings before income taxes, minority interest,
undistributed earnings or loss of equity investees
and fixed charges $4,546 4,060 3,905 3,297 3,210
======== ========== ========= ======== =======
Ratio of earnings to fixed charges 13.7x 11.4x 12.1x 7.8x 11.0x
</TABLE>
(1) The ratio of earnings to fixed charges was computed by dividing
earnings (earnings from continuing operations before taxes, adjusted
for fixed charges from continuing operations, minority interest in the
income of subsidiaries with fixed charges and undistributed earnings
or loss of equity investees) by fixed charges from continuing operations
for the periods indicated. Fixed charges from continuing operations
include (i) interest expense and amortization of debt discounts or
premiums on all indebtedness, and (ii) a reasonable approximation of
the interest factor deemed to be included in rental expense.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated November 23, 1999 relating to the
consolidated financial statements, which appears in Hewlett-Packard Company's
Annual Report on Form 10-K for the year ended October 31, 1999. We also consent
to the reference to us under the heading "Experts" in such Registration
Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
San Jose, California
February 16, 2000
<PAGE>
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM T-1
Statement of Eligibility and Qualification Under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
-----------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)____
-------------------------
CHASE MANHATTAN BANK AND TRUST COMPANY,
NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
95-4655078
(I.R.S. Employer Identification No.)
Suite 2725
101 California Street, San Francisco, California
(Address of principal executive offices)
94111
(Zip Code)
------------------
HEWLETT-PACKARD COMPANY
(Exact name of Obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
94-1081436
(I.R.S. Employer Identification No.)
3000 Hanover Street
Palo Alto, California
(Address of principal executive offices)
94304
(Zip Code)
--------------------------------
Senior Debt Securities
(Title of Indenture securities)
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington,
D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the Obligor is an affiliate of the trustee, describe each such
affiliation.
None.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES
(a) Title of securities outstanding under each such other
indenture. $2,000,000,000 Liquid Yield Option Notes due 2017
issued under Indenture dated as of October 14, 1997
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility.
Exhibit 1. Articles of Association of the Trustee as Now in Effect
(see Exhibit 1 to Form T-1 filed in connection with
Registration Statement No. 333-41329 which is incorporated
by reference).
Exhibit 2. Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection
with Registration Statement No. 333-41329, which is
incorporated by reference).
Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust
Powers (contained in Exhibit 2).
Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No.
333-41329, which is incorporated by reference).
Exhibit 5. Not Applicable
Exhibit 6. The consent of the Trustee required by Section 321 (b)
of the Act (see Exhibit 6 to Form T-1 filed in connection
with Registration Statement No. 333-41329, which is
incorporated by reference).
Exhibit 7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its
supervising or examining authority.
Exhibit 8. Not Applicable
Exhibit 9. Not Applicable
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chase Manhattan Bank and Trust Company, National Association, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of San
Francisco, and State of California, on the 18th day of February 2000.
CHASE MANHATTAN BANK AND TRUST
COMPANY, NATIONAL ASSOCIATION
By /s/ Cecil D. Bobey
------------------------------
Cecil D. Bobey
Assistant Vice President
<PAGE>
EXHIBIT 7. Report of Condition of the Trustee.
- --------------------------------------------------------------------------------
CONSOLIDATED REPORT OF CONDITION OF Chase Manhattan Bank and Trust Company, N.A.
---------------------------------------------
(Legal Title)
LOCATED AT 1800 Century Park East, Ste. 400 Los Angeles, CA 94111
---------------------------------------------------------------------
(Street) (City) (State) (Zip)
AS OF CLOSE OF BUSINESS ON December 31, 1999
-----------------------------------
================================================================================
================================================================================
<TABLE>
ASSETS DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. Cash and balances due from
a. Noninterest-bearing balances and currency and coin (1,2) 4,258
b. Interest bearing balances (3) 0
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A) 0
b. Available-for-sale securities (from Schedule RC-B, column D) 1,089
3. Federal Funds sold (4) and securities purchased agreements to resell 82,900
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) 68
b. LESS: Allowance for loan and lease losses 0
c. LESS: Allocated transfer risk reserve 0
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c) 68
5. Trading assets 0
6. Premises and fixed assets (including capitalized leases) 142
7. Other real estate owned (from Schedule RC-M) 0
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) 0
9. Customers liability to this bank on acceptances outstanding 0
10. Intangible assets (from Schedule RC-M) 1,026
11. Other assets (from Schedule RC-F) 1,996
12a. TOTAL ASSETS 91,479
</TABLE>
(1) INCLUDES CASH ITEMS IN PROCESS OF COLLECTION AND UNPOSTED DEBITS.
(2) THE AMOUNT REPORTED IN THIS ITEM MUST BE GREATER THAN OR EQUAL TO THE SUM
OF SCHEDULE RC-M, ITEMS 3.a AND 3.b
(3) INCLUDES TIME CERTIFICATES OF DEPOSIT NOT HELD FOR TRADING.
(4) REPORT "TERM FEDERAL FUNDS SOLD" IN SCHEDULE RC, ITEM 4.a "LOANS AND
LEASES, NET OF UNEARNED INCOME" AND IN SCHEDULE RC-C, PART 1.
4
<PAGE>
<TABLE>
LIABILITIES
<S> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E) 59,457
(1) Noninterest-bearing 7,509
(2) Interest-bearing 51,948
b. In foreign offices, Edge and Agreement subsidiaries, and IBF'
(1) Noninterest-bearing
(2) Interest-bearing
14. Federal funds purchased (2) and securities sold under agreements to
repurchase 0
15. a. Demand notes issued to the U.S. Treasury 0
b. Trading liabilities 0
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases):
a. With a remaining maturity of one year or less 0
b. With a remaining maturity of more than one year through three years 0
c. With a remaining maturity of more than three years 0
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 0
19. Subordinated notes and Debentures (3) 0
20. Other liabilities (from Schedule RC-G) 5,756
21. Total liabilities (sum of items 13 through 20) 65,213
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 0
24. Common stock-- 600
25. Surplus (exclude all surplus related to preferred stock) 12,590
26. a. Undivided profits and capital reserves 13,076
b. Net unrealized holding gains (losses) on available-for-sale securities 0
27. Cumulative foreign currency translation adjustments
28. a. Total equity capital (sum of items 23 through 27) 26,266
29. Total liabilities, equity capital, and losses deferred pursuant to 12
U.S.C. 1823 (j) (sum of items 21 and 28.c) 91,479
</TABLE>
5
<PAGE>
Exhibit 25.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM T-1
Statement of Eligibility and Qualification Under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
-----------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)____
-------------------------
CHASE MANHATTAN BANK AND TRUST COMPANY,
NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
95-4655078
(I.R.S. Employer Identification No.)
Suite 2725
101 California Street, San Francisco, California
(Address of principal executive offices)
94111
(Zip Code)
------------------
HEWLETT-PACKARD COMPANY
(Exact name of Obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
94-1081436
(I.R.S. Employer Identification No.)
3000 Hanover Street
Palo Alto, California
(Address of principal executive offices)
94304
(Zip Code)
--------------------------------
Subordinated Debt Securities
(Title of Indenture securities)
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington,
D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the Obligor is an affiliate of the trustee, describe each such
affiliation.
None.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES
(a) Title of securities outstanding under each such other
indenture. $2,000,000,000 Liquid Yield Option Notes due 2017
issued under Indenture dated as of October 14, 1997
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility.
Exhibit 1. Articles of Association of the Trustee as Now in Effect
(see Exhibit 1 to Form T-1 filed in connection with
Registration Statement No. 333-41329 which is incorporated
by reference).
Exhibit 2. Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection
with Registration Statement No. 333-41329, which is
incorporated by reference).
Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust
Powers (contained in Exhibit 2).
Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No.
333-41329, which is incorporated by reference).
Exhibit 5. Not Applicable
Exhibit 6. The consent of the Trustee required by Section 321 (b)
of the Act (see Exhibit 6 to Form T-1 filed in connection
with Registration Statement No. 333-41329, which is
incorporated by reference).
Exhibit 7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its
supervising or examining authority.
Exhibit 8. Not Applicable
Exhibit 9. Not Applicable
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chase Manhattan Bank and Trust Company, National Association, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of San
Francisco, and State of California, on the 18th day of February 2000.
CHASE MANHATTAN BANK AND TRUST
COMPANY, NATIONAL ASSOCIATION
By /s/ Cecil D. Bobey
------------------------------
Cecil D. Bobey
Assistant Vice President
<PAGE>
EXHIBIT 7. Report of Condition of the Trustee.
- --------------------------------------------------------------------------------
CONSOLIDATED REPORT OF CONDITION OF Chase Manhattan Bank and Trust Company, N.A.
---------------------------------------------
(Legal Title)
LOCATED AT 1800 Century Park East, Ste. 400 Los Angeles, CA 94111
---------------------------------------------------------------------
(Street) (City) (State) (Zip)
AS OF CLOSE OF BUSINESS ON December 31, 1999
-----------------------------------
================================================================================
================================================================================
<TABLE>
ASSETS DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. Cash and balances due from
a. Noninterest-bearing balances and currency and coin (1,2) 4,258
b. Interest bearing balances (3) 0
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A) 0
b. Available-for-sale securities (from Schedule RC-B, column D) 1,089
3. Federal Funds sold (4) and securities purchased agreements to resell 82,900
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) 68
b. LESS: Allowance for loan and lease losses 0
c. LESS: Allocated transfer risk reserve 0
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c) 68
5. Trading assets 0
6. Premises and fixed assets (including capitalized leases) 142
7. Other real estate owned (from Schedule RC-M) 0
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) 0
9. Customers liability to this bank on acceptances outstanding 0
10. Intangible assets (from Schedule RC-M) 1,026
11. Other assets (from Schedule RC-F) 1,996
12a. TOTAL ASSETS 91,479
</TABLE>
(1) INCLUDES CASH ITEMS IN PROCESS OF COLLECTION AND UNPOSTED DEBITS.
(2) THE AMOUNT REPORTED IN THIS ITEM MUST BE GREATER THAN OR EQUAL TO THE SUM
OF SCHEDULE RC-M, ITEMS 3.a AND 3.b
(3) INCLUDES TIME CERTIFICATES OF DEPOSIT NOT HELD FOR TRADING.
(4) REPORT "TERM FEDERAL FUNDS SOLD" IN SCHEDULE RC, ITEM 4.a "LOANS AND
LEASES, NET OF UNEARNED INCOME" AND IN SCHEDULE RC-C, PART 1.
4
<PAGE>
<TABLE>
LIABILITIES
<S> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E) 59,457
(1) Noninterest-bearing 7,509
(2) Interest-bearing 51,948
b. In foreign offices, Edge and Agreement subsidiaries, and IBF'
(1) Noninterest-bearing
(2) Interest-bearing
14. Federal funds purchased (2) and securities sold under agreements to
repurchase 0
15. a. Demand notes issued to the U.S. Treasury 0
b. Trading liabilities 0
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases):
a. With a remaining maturity of one year or less 0
b. With a remaining maturity of more than one year through three years 0
c. With a remaining maturity of more than three years 0
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 0
19. Subordinated notes and Debentures (3) 0
20. Other liabilities (from Schedule RC-G) 5,756
21. Total liabilities (sum of items 13 through 20) 65,213
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 0
24. Common stock-- 600
25. Surplus (exclude all surplus related to preferred stock) 12,590
26. a. Undivided profits and capital reserves 13,076
b. Net unrealized holding gains (losses) on available-for-sale securities 0
27. Cumulative foreign currency translation adjustments
28. a. Total equity capital (sum of items 23 through 27) 26,266
29. Total liabilities, equity capital, and losses deferred pursuant to 12
U.S.C. 1823 (j) (sum of items 21 and 28.c) 91,479
</TABLE>
5
