______________________________________________________
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: December 11, 1995
COMPAQ COMPUTER CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-9026 76-0011617
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or organization) File Number)
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
______________________________________________________
<PAGE>
Item 5. Other Events.
The Registrant's news release dated December 11, 1995, with
respect to its successful tender offer for NetWorth, Inc.
is attached.
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
December 12, 1995 /s/ Daryl J. White
--------------------------------------
Daryl J. White, Senior Vice President,
Finance, and Chief Financial Officer
(as authorized officer and as
principal financial officer)
<PAGE>
Compaq Computer Corporation P.O. Box 692000 News Release
Public Relations Department Houston, Texas 77269-2000
Tel 713-514-0484 Fax 713-514-4583
COMPAQ
FOR IMMEDIATE RELEASE
Compaq Announces Successful Tender Offer for NetWorth
Acquisition
HOUSTON, December 11, 1995 -- Compaq Computer
Corporation (NYSE:CPQ) announced today that 7,232,236 shares,
or approximately 91 percent of the outstanding shares of
NetWorth, Inc. (NASDAQ: NWTH), were tendered for $42.00 per
share in cash in response to its tender offer which closed on
December 8, 1995, based upon a preliminary count by Citibank,
N.A., the depositary. "We are very pleased with the large
number of shares tendered and look forward to integrating
NetWorth into our business," said Gary Stimac, senior vice
president and general manager, Compaq Systems Division. These
shares (which include 319,449 shares subject to guarantees of
delivery or receipt of additional documentation) will be
purchased in accordance with the terms of the offer.
Compaq will merge NetWorth into Compaq-Dallas, Inc., a
wholly-owned subsidiary. The merger is expected to be
completed before the end of 1995.
Any shares of NetWorth common stock not tendered and
purchased pursuant to the tender offer or otherwise owned by
Compaq will be converted into the right to receive $42.00 per
share in cash.
Founded in 1985 and headquartered in Irving, Texas and
San Jose, California, NetWorth is a leading developer,
manufacturer and supplier of Fast Ethernet hubs, switches and
related products. Following the merger, Compaq will focus on
integrating NetWorth into its internetworking products
business. "The acquisition of NetWorth and Thomas-Conrad
(which Compaq purchased on November 17) represents the rapid
fulfillment of Compaq's promise to deliver a complete line of
internetworking products. These acquisitions accelerate the
evolution of Compaq from a PC company to a full service
computer company," said Eckhard Pfeiffer, president and chief
executive officer of Compaq Computer Corporation.
Company Background
Compaq Computer Corporation is the world's largest
supplier of personal computers, offering desktop PCs, portable
PCs and servers. Founded in 1982, the Company reported 1994
worldwide sales of $10.9 billion. Compaq products are sold and
supported in more than 100 countries throughout the world.
Compaq also sells directly to customers through Compaq
DirectPlus at 1-800-888-5858. Compaq provides 24-hour customer
support and can be reached through the Compaq forums on
America Online, CompuServe, Internet (http://www.compaq.com),
and Prodigy, or by calling 1-800-345-1518.
# # #
Compaq is a registered trademark of Compaq Computer
Corporation, Registered U.S. Patent and Trademark Office.
Product names mentioned herein may be trademarks and/or
registered trademarks of their respective companies.
For further editorial information, contact:
Compaq Computer Corporation
Alice McGuire, Lysa Bryant
713-514-7909
