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 (Date of earliest event reported): August 29, 1997
COMPAQ COMPUTER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 1-9026 76-0011617
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
20555 SH 249, HOUSTON, TEXAS 77070-2698
(Address of Principal Exeuctive Offices)
(281) 370-0670
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
In connection with the Agreement and Plan of Merger, dated as of June 22,
1997, by and among Compaq Computer Corporation, a Delaware corporation
("Compaq"), Tandem Computers Incorporated, a Delaware corporation ("Tandem"),
and Compaq-Project, Inc., a Delaware corporation and a wholly owned subsidiary
of Compaq ("Merger Subsidiary"), the Tandem shareholders approved the merger
and the Merger Subsidiary was merged into Tandem on August 29, 1997.
Compaq's Registration Statement on Form S-4 filed July 30, 1997 (No.
333-32401) contains further information with respect to the transaction,
including historical and pro forma financial information.
A joint press release announcing the closing of the merger was issued on
August 29, 1997. The press release is attached hereto as Exhibit 99.1
ITEM 7. EXHIBITS.
Exhibit 99.1 Text of Joint Press Release dated August 29, 1997.
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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
Dated: August 29, 1997 By: /s/ Earl L. Mason
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Name: Earl L. Mason
Title: Senior Vice President and
Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
Exhibit 99.1 Joint Press Release dated August 29, 1997
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Exhibit 99.1
TANDEM SHAREHOLDERS APPROVE COMPAQ MERGER
CUPERTINO, Calif., August 29, 1997 -- Shareholders of Tandem Computers
Incorporated (NYSE:TDM) voted to approve the merger with Compaq Computer
Corporation (NYSE:CPQ) at a special meeting held this morning. The merger is
effective today. Tandem Computers will operate as a wholly owned subsidiary of
Compaq.
More than 72 percent of the outstanding shares of Tandem common stock voted in
favor of the proposal. An affirmative vote by more than 50 percent of Tandem's
outstanding shares was required to approve the merger. As a result, Compaq
will issue approximately 62 million shares of Compaq common stock, based on an
exchange ratio of 0.525 shares of Compaq stock for each share of Tandem
stock.(1)
"By joining forces with Tandem, Compaq has created one of the industry's most
powerful global computer solutions companies," said Eckhard Pfeiffer,
President and Chief Executive Officer, Compaq Computer Corporation. "The
combined companies now offer the broadest range of reliable and scalable
solutions across the entire spectrum of business-critical enterprise
computing, backed by world-class service and support. The completion of this
merger offers the promise of accelerated revenue growth and enhanced economic
value to our shareholders. In short, the merger of Compaq and Tandem creates
the new leader of the open standards-based computing revolution."
Additional information regarding the merger and share exchange will be
distributed to all Tandem shareholders within the next several days.
Company Background
Compaq Computer Corporation, a Fortune 100 company, is the fifth largest
computer company in the world and the largest global supplier of personal
computers, delivering useful innovation through products that connect people
with people and people with information. The company is an industry leader in
environmentally friendly programs and business practices. Compaq is
strategically organized to meet the current and future needs of its customers,
offering Internet and enterprise computing solutions, networking products,
commercial PC products and consumer PCs. As the leader in distributed
enterprise solutions, Compaq has shipped over a million servers. In 1996, the
company reported worldwide sales of $18.1 billion. Compaq products are sold
and supported in more than 100 countries through a network of authorized
Compaq marketing partners. Customer support and information about Compaq and
its products can be found at http://www.compaq.com or by calling
1-800-OK-COMPAQ. Product information and reseller locations can be obtained by
calling 1-800-345-1518.
1. Adjusted to reflect Compaq's five-for-two stock split effective July 28,
1997.
