<PAGE>
______________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 10, 1994
COMPAQ COMPUTER CORPORATION
(Exact name of Registrant as specified in its charter)
Commission file number 1-9026
Delaware 76-0011617
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20555 SH 249, Houston, Texas 77070
(Address, including zip code,
of Registrant's principal executive offices)
Registrant's telephone number, including area code: (713) 370-0670
______________________________________________________
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) The following documents are filed as a part of this report:
Exhibit
No. Description of Exhibits
4.3 Specimen of 6 1/2% senior note due March 15, 1999.
4.4 Specimen of 7 1/4% senior note due March 15, 2004.
12. Ratio of earnings to fixed charges.
23. Consent of Price Waterhouse, independent accountants.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Compaq Computer Corporation
March 16, 1994 /s/ David J. Schempf
--------------------------------------
David J. Schempf, Vice President,
Corporate Controller and Treasurer
<PAGE>
EXHIBIT 4.3
{FRONT}
REGISTERED REGISTERED
{COMPAQ LOGO}
NUMBER AMOUNT
$
COMPAQ COMPUTER CORPORATION
6 1/2% SENIOR NOTE DUE MARCH 15, 1999
CUSIP 204493 AD 2
COMPAQ COMPUTER CORPORATION, a Delaware corporation (the 'Issuer'), for
value received, hereby promises to pay to
or registered assigns, the principal sum of
DOLLARS
on March 15, 1999, in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest, semiannually on March 15 and September 15 of
each year, commencing September 15, 1994 on said principal sum, in like coin or
currency, at the rate per annum specified in the title of this Note, to the
registered holder hereof as of the close of business on the first day of the
month in which an interest payment is due, except as otherwise provided in the
Indenture referred to on the reverse side hereof, all at the office or agency of
the Company as set forth on the reverse side hereof, from the March 15 or the
September 15, as the case may be, next preceding the date of this Note to which
interest has been paid, unless the date hereof is a date to which interest has
been paid, in which case from the date of this Note, or unless no interest has
been paid on these Notes, in which case from March 15, 1994 until payment of
said principal sum has been made or duly provided for; PROVIDED, that payment of
interest may be made at the option of the Issuer by check mailed to the address
of the person entitled thereto as such address shall appear on the Security
register. Notwithstanding the foregoing, if the date hereof is after the 1st day
of March or September, as the case may be, and before the following March 15 or
September 15, this Note shall bear interest from such March 15 or September 15;
PROVIDED, that if the Issuer shall default in the payment of interest due on
such March 15 or September 15, then this Note shall bear interest from the next
preceding March 15 or September 15, to which interest has been paid or, if no
interest had been paid on these Notes, from March 15, 1994.
Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Trustee under
the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed by
facsimile by its duly authorized officers and has caused a facsimile of its
corporate seal to be affixed hereunto or imprinted hereon.
Dated:
COMPAQ COMPUTER CORPORATION
By
By
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.
NATIONSBANK OF TEXAS, NATIONAL
ASSOCIATION, AS TRUSTEE
By Authorized Officer
<PAGE>
{BACK}
COMPAQ COMPUTER CORPORATION
6 1/2% SENIOR NOTES DUE MARCH 15, 1999
This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Issuer (hereinafter called the
'Securities') of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of March 1, 1994 (herein called the
'Indenture'), duly executed and delivered by the Issuer to NationsBank of Texas,
National Association, Trustee (herein called the 'Trustee'), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the holders of the
Securities. The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any) and may otherwise vary as provided
in the Indenture. This Note is one of a series designated as the 6 1/2% Senior
Notes Due March 15, 1999 of the Issuer, limited in aggregate principal amount to
$150,000,000.
In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding (as defined in the
Indenture) of all series to be affected (voting as one class), evidenced as
provided in the Indenture, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the Holders of the Securities of each such series; PROVIDED, HOWEVER,
that no such supplemental indenture shall (i) extend the final maturity of any
Security, or reduce the principal amount thereof, or reduce the rate (or alter
the method of computation) of interest thereon or extend the time for payment
thereof, or reduce (or alter the method of computation of) any amount payable on
redemption or repayment thereof or extend the time for redemption or payment
thereof, or make the principal thereof or interest thereon (including any amount
in respect of original issue discount) payable in any coin or currency other
than that provided in the Securities and Coupons or in accordance with the terms
thereof, or reduce the amount that would be due and payable upon an acceleration
of the maturity of any Security or impair or affect the right of any
Securityholder to institute suit for the payment thereof or, if the Securities
provide therefor, any right of repayment at the option of the Securityholder, in
each case without the consent of the Holder of each Security so affected, or
(ii) modify any of the provisions of Section 8.2 of the Indenture, except to
increase the percentage of Securities, the consent of the Holders of which is
required for any such supplemental indenture or waiver, without the consent of
the Holder of each Security affected. It is also provided in the Indenture that,
with respect to certain defaults or Events of Default regarding the Securities
of any series, prior to any declaration accelerating the maturity of such
Securities, the Holders of a majority in aggregate principal amount Outstanding
of the Securities of such series (or, in the case of certain defaults or Events
of Default, all or certain series of the Securities) may on behalf of the
Holders of all the Securities of such series (or all or certain series of the
Securities, as the case may be) waive any such past default or Event of Default
and its consequences. The preceding sentence shall not, however, apply to a
default (a) in the payment of the principal of or premium, if any, or interest
on any of the Securities or (b) in respect of a covenant or provision of the
Indenture which cannot be modified or amended without the consent of the Holder
of each Security affected. Any such consent or waiver by the Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders and owners of this Note and any
Notes which may be issued in exchange or substitution herefor, irrespective of
whether or not any notation thereof is made upon this Note or such other Notes.
Initially, the Trustee (through its agent, NationsBank of Georgia, N.A., 715
Peachtree Street, 7th Floor, Atlanta, Georgia 30308-1297) will act as Paying
Agent, Registrar and as the agent where notices and demands to or upon the
Company in respect of the Notes may be served. The Company may appoint and
change any Paying Agent, Registrar or agent for notices without notice, other
than notice to the Trustee. The Company or one of its subsidiaries may act as
Paying Agent, Registrar or agent for notices.
No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Note in the manner, at the respective times, at the rate and in the coin or
currency herein prescribed.
The Notes are issuable in registered form without coupons in denominations
of $1000 and any integral multiple thereof at the office or agency of the Issuer
in the City of Atlanta, State of Georgia, and in the manner and subject to the
limitations provided in the Indenture, but without the payment of any service
charge, notes may be exchanged for a like aggregate principal amount of Notes of
other authorized denominations.
Upon due presentment for registration of transfer of this Note at the office
or agency of the Issuer in the City of Atlanta, State of Georgia, a new Note or
Notes of authorized denominations for an equal aggregate principal amount will
be issued to the transferee in exchange therefor, subject to the limitations
provided in the Indenture, without charge except for any tax or other
governmental charge imposed in connection therewith.
The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner of
this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of receiving
payment of, or on account of, the principal hereof and premium, if any, and
subject to the provisions on the face hereof, interest hereon, and for all other
purposes, and neither the Issuer nor the Trustee nor any authorized agent of the
Issuer or the Trustee shall be affected by any notice to the contrary.
The Notes are not redeemable prior to maturity.
No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Indenture or any indenture supplemental thereto or in any Note, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such of the
Issuer or of any successor corporation, either directly or through the Issuer or
any successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration for the issue hereof.
The Indenture and the Notes shall be governed by and construed in accordance
with the laws of the State of New York.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- Custodian
(Cust) (Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
Please print or typewrite name and address including postal zip code and
telephone number of assignee
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within instrument in every particular,
without alteration or enlargement, or any change whatever.
<PAGE>
EXHIBIT 4.4
{FRONT}
REGISTERED REGISTERED
NUMBER {COMPAQ LOGO} AMOUNT
$
COMPAQ COMPUTER CORPORATION
7 1/4% SENIOR NOTE DUE MARCH 15, 2004
CUSIP 204493 AF 7
COMPAQ COMPUTER CORPORATION, a Delaware corporation (the 'Issuer'), for
value received, hereby promises to pay
or registered assigns, the principal sum of
DOLLAR
on March 15, 2004, in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest, semiannually on March 15 and September 15 of
each year, commencing September 15, 1994 on said principal sum, in like coin or
currency, at the rate per annum specified in the title of this Note, to the
registered holder hereof as of the close of business on the first day of the
month in which an interest payment is due, except as otherwise provided in the
Indenture referred to on the reverse side hereof, all at the office or agency of
the Company as set forth on the reverse side hereof, from the March 15 or the
September 15, as the case may be, next preceding the date of this Note to which
interest has been paid, unless the date hereof is a date to which interest has
been paid, in which case from the date of this Note, or unless no interest has
been paid on these Notes, in which case from March 15, 1994 until payment of
said principal sum has been made or duly provided for; PROVIDED, that payment of
interest may be made at the option of the Issuer by check mailed to the address
of the person entitled thereto as such address shall appear on the Security
register. Notwithstanding the foregoing, if the date hereof is after the 1st day
of March or September, as the case may be, and before the following March 15 or
September 15, this Note shall bear interest from such March 15 or September 15;
PROVIDED, that if the Issuer shall default in the payment interest due on such
March 15 or September 15, then this Note shall bear interest from the next
preceding March 15 or September 15, to which interest has been paid or, if no
interest has been paid on these Notes, from March 15, 1994.
Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Trustee under
the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed by
facsimile by its duly authorized officers and has caused a facsimile of its
corporate seal to be affixed hereunto or imprinted hereon.
Dated:
COMPAQ COMPUTER CORPORATION
By
By
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.
NATIONSBANK OF TEXAS, NATIONAL
ASSOCIATION, AS TRUSTEE
By Authorized Officer
<PAGE>
{BACK}
COMPAQ COMPUTER CORPORATION
7 1/4% SENIOR NOTE DUES MARCH 15, 2004
This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Issuer (hereinafter called the
'Securities') of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of March 1, 1994 (herein called the
'Indenture'), duly executed and delivered by the Issuer to NationsBank of Texas,
National Association, Trustee (herein called the 'Trustee'), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the holders of the
Securities. The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any) and may otherwise vary as provided
in the Indenture. This Note is one of a series designated as the 7 1/4% Senior
Notes Due March 15, 2004 of the Issuer, limited in aggregate principal amount to
$150,000,000.
In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding (as defined in the
Indenture) of all series to be affected (voting as one class), evidenced as
provided in the Indenture, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the Holders of the Securities of each such series; PROVIDED, HOWEVER,
that no such supplemental indenture shall (i) extend the final maturity of any
Security, or reduce the principal amount thereof, or reduce the rate (or alter
the method of computation) of interest thereon or extend the time for payment
thereof, or reduce (or alter the method of computation of) any amount payable on
redemption or repayment thereof or extend the time for redemption or payment
thereof, or make the principal thereof or interest thereon (including any amount
in respect of original issue discount) payable in any coin or currency other
than that provided in the Securities and Coupons or in accordance with the terms
thereof, or reduce the amount that would be due and payable upon an acceleration
of the maturity of any Security or impair or affect the right of any
Securityholder to institute suit for the payment thereof, or, if the Securities
provide therefor, any right of repayment at the option of the Securityholder, in
each case without the consent of the Holder of each Security so affected, or
(ii) modify any of the provisions of Section 8.2 of the Indenture, except to
increase the percentage of Securities, the consent of the Holders of which is
required for any such supplemental indenture or waiver, without the consent of
the Holder of each Security affected. It is also provided in the Indenture that,
with respect to certain defaults or Events of Default regarding the Securities
of any series, prior to any declaration accelerating the maturity of such
Securities, the Holders of a majority in aggregate principal amount Outstanding
of the Securities of such series (or, in the case of certain defaults or Events
of Default, all or certain series of the Securities) may on behalf of the
Holders of all the Securities of such series (or all or certain series of the
Securities, as the case may be) waive any such past default or Event of Default
and its consequences. The preceding sentence shall not, however, apply to a
default (a) in the payment of the principal of or premium, if any, or interest
on any of the Securities or (b) in respect of a covenant or provision of the
Indenture which cannot be modified or amended without the consent of the Holder
of each Security affected. Any such consent or waiver by the Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders and owners of this Note and any
Notes which may be issued in exchange or substitution herefor, irrespective of
whether or not any notation thereof is made upon this Note or such other Notes.
Initially, the Trustee (through its agent, NationsBank of Georgia, N.A., 715
Peachtree Street, 7th Floor, Atlanta, Georgia 30308-1297) will act as Paying
Agent, Registrar and as the agent where notices and demands to or upon the
Company in respect of the Notes may be served. The Company may appoint and
change any Paying Agent, Registrar or agent for notices without notice, other
than notice to the Trustee. The Company or one of its subsidiaries may act as
Paying Agent, Registrar or agent for notices.
No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Note in the manner, at the respective times, at the rate and in the coin or
currency herein prescribed.
The Notes are issuable in registered form without coupons in denominations
of $1000 and any integral multiple thereof at the office or agency of the Issuer
in the City of Atlanta, State of Georgia, and in the manner and subject to the
limitations provided in the Indenture, but without the payment of any service
charge, notes may be exchanged for a like aggregate principal amount of Notes of
other authorized denominations.
Upon due presentment for registration of transfer of this Note at the office
or agency of the Issuer in the City of Atlanta, State of Georgia, a new Note or
Notes of authorized denominations for an equal aggregate principal amount will
be issued to the transferee in exchange therefor, subject to the limitations
provided in the Indenture, without charge except for any tax or other
governmental charge imposed in connection therewith.
The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner of
this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of receiving
payment of, or on account of, the principal hereof and premium, if any, and
subject to the provisions on the face hereof, interest hereon, and for all other
purposes, and neither the Issuer nor the Trustee nor any authorized agent of the
Issuer or the Trustee shall be affected by any notice to the contrary.
The Notes are not redeemable prior to maturity.
No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Indenture or any indenture supplemental thereto or in any Note, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, of the
Issuer or of any successor corporation, either directly or through the Issuer or
any successor corporation, under any rule of law, statute, or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration for the issue hereof.
The Indenture and the Notes shall be governed by and construed in accordance
with the laws of the State of New York.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- Custodian
(Cust) (Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
Please print or typewrite name and address including postal zip code and
telephone number of assignee
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within instrument in every particular,
without alteration or enlargement, or any change whatever.
<PAGE>
EXHIBIT 12
COMPAQ COMPUTER CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
Year ended December 31,
In millions,
except ratio amounts 1989 1990 1991 1992 1993
- -------------------------------------------------------------------------------
Fixed charges:
Interest expense $ 40 $ 46 $ 38 $ 44 $ 63
Interest capitalized 6 9 6 4
Interest associated with
rental agreements 9 12 13 12 11
---------------------------------------------------
$ 55 $ 67 $ 57 $ 60 $ 74
===================================================
Earnings:
Income from consolidated
companies before provision
for income taxes $ 484 $ 641 $ 154 $ 295 $ 616
Fixed charges 55 67 57 60 74
Less: Interest capitalized (6) (9) (6) (4)
---------------------------------------------------
$ 533 $ 699 $ 205 $ 351 $ 690
===================================================
Ratio of earnings to
fixed charges 9.7 10.4 3.6 5.9 9.3
===================================================
Earnings used in computing the ratio of earnings to fixed charges consist
of income from consolidated companies before provision for income taxes plus
fixed charges less capitalized interest. Fixed charges consist of interest
expense and capitalized interest and that portion of rental and lease expense
that is representative of interest.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-63436) of
our report dated January 25, 1994, appearing on page 13 of Compaq Computer
Corporation's Annual Report on Form 10-K for the year ended December 31, 1993.
We also consent to the references to us under the headings "Experts" and
"Selected Consolidated Financial Data" in the Prospectus Supplement dated March
10, 1994. However, it should be noted that Price Waterhouse has not prepared
or certified such "Selected Consolidated Financial Data."
PRICE WATERHOUSE
Houston, Texas
March 16, 1994
