SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
( ) Preliminary Information Statement
( ) Confidential, for Use of the Commission Only
(X) Definitive Information Statement
Compaq Computer Corporation
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11c(1)(ii), or 14c-5(g).
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Information Statement for
Consent Solicitation
November 10, 1997
YOUR CONSENT IS IMPORTANT
The Board of Directors of Compaq Computer Corporation is soliciting your
consent to amend Compaq's Certificate of Incorporation to increase the number
of authorized shares of common stock from one billion to three billion and to
modify the capitalization of its name to reflect current practice. We ask that
you return your written consent by December 11, 1997.
The Board believes that it is in the best interest of Compaq and its
stockholders to increase the number of shares of common stock to effect a
two-for-one stock split (to holders of record on December 31, 1997) and for
other corporate business needs.
Before the amendments can be effective, the holders of a majority of Compaq's
outstanding stock must give their written consent. If your shares are held in
street name, your broker may consent on your behalf if you do not direct your
broker to refuse to consent. You may revoke your consent at any time before
December 11, 1997 by sending a written revocation to Compaq's transfer agent,
BankBoston, N.A., c/o Boston EquiServe,L.P., P.O. Box 9378, Boston, MA
02205-9378.
We will file the amendments with the Secretary of State of Delaware when we
receive consents from the holders of a majority of Compaq's outstanding
common stock. We expect to make this filing on or about December 12, 1997.
A copy of the proposed amendments to the Certificate of Incorporation is
attached to this Information Statement.
Only stockholders of record at the close of business on October 31, 1997 are
entitled to consent to the amendments. On that day, there were 758,083,599
shares of Compaq common stock outstanding.
The Board of Directors asks you to consent to the amendments. This Information
Statement provides you with detailed information about the proposed
amendments. In addition, you may obtain information about Compaq from
documents that we have filed with the Securities and Exchange Commission. We
encourage you to read this Information Statement carefully.
PLEASE COMPLETE, SIGN, AND RETURN THE ACCOMPANYING
CONSENT CARD BY DECEMBER 11, 1997.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
CONSENT TO THE PROPOSED AMENDMENTS TO
THE CERTIFICATE OF INCORPORATION.
THE CONSENT TO BE COMPLETED IS NOT A PROXY. WE ARE NOT ASKING
YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Information Statement dated November 10, 1997 and first mailed to stockholders
on November 10, 1997.
Information About the Proposed Amendments
to the Certificate of Incorporation
In September 1997, Compaq's Board of Directors unanimously adopted a
resolution approving an amendment of Compaq's Certificate of Incorporation to
increase the number of authorized shares of Compaq common stock from one
billion shares to three billion shares. Each additional share of common stock
will have the same rights and privileges as currently authorized common stock.
This change requires the consent of Compaq's stockholders.
If stockholders consent to the increase in authorized shares, the Board will
have the authority to issue the additional shares of common stock without
further action by stockholders except as provided under applicable rules and
regulations. Current stockholders do not have preemptive rights, which means
they do not have the right to purchase any new issuance of common stock in
order to maintain their proportionate interests. In addition, the issuance of
additional shares of common stock in certain transactions could have the
effect of discouraging a hostile attempt to acquire control of Compaq. The
Board is not aware of any effort to obtain control of Compaq.
The Board believes that it is in the best interest of Compaq and its
stockholders to increase the number of shares of common stock to effect a
two-for-one stock split and for other corporate business needs that might
include the acquisition of other businesses and equity incentives for
employees. Subject to stockholder consent to the increase in authorized
shares, Compaq plans to effect the two-for-one stock split in the form of a
stock dividend to record holders of December 31, 1997.
The Board has also unanimously adopted a resolution approving the modification
of the capitalization of Compaq's name as stated in its Certificate of
Incorporation to reflect current practice. This change also requires the
consent of Compaq's stockholders. The proposed changes to Articles 1 and 4 of
the Certificate of Incorporation are indicated on the attached copy.
General Information
The expense of preparing, printing, and mailing this Information Statement
will be paid by Compaq. To assist in the solicitation of consents, Compaq has
engaged Corporate Investor Communications, Inc. ("CIC") at a fee of $12,000
plus reimbursement of its out-of-pocket expenses. In addition to the use of
the mail, consents may be solicited personally or by telephone by regular
employees of Compaq as well as by employees of CIC without additional
compensation other than reimbursement of out-of-pocket expenses. Compaq will
reimburse banks, brokers, and other custodians, nominees, and fiduciaries for
their costs in sending the consent materials to the beneficial owners of
Compaq common stock.
Stock Ownership
The following table gives information about the ownership of Compaq common
stock as of October 31, 1997 by the holders known to Compaq to own
beneficially five percent or more of its outstanding common stock, and the
directors, the chief executive officer, the four most highly compensated other
executive officers (as of December 31, 1996), and the executive officers and
directors as a group. Beneficial ownership of securities is defined by the
Securities and Exchange Commission (the "SEC") to mean generally the power to
vote or dispose of securities, regardless of economic interest. Compaq had
758,083,599 shares of common stock outstanding at October 31, 1997.
<TABLE>
<CAPTION>
Name of Owner Number of Shares Percent
or Identity of Group Options(1) Total(1) Outstanding
- --------------------- ---------- ---------- --------
<S> <C> <C> <C> <C>
FMR Corp. 79,953,277 (2) 10.5%
82 Devonshire Street
Boston, MA 02109
The Equitable Companies Incorporated 42,543,475 (3) 5.6
787 Seventh Avenue
New York, New York 10019
Benjamin M. Rosen . . . . . . . . . . . . . . . 200,146 3,245,056 *
Eckhard Pfeiffer. . . . . . . . . . . . . . . . 3,940,027 4,065,027 *
Lawrence T. Babbio, Jr. . . . . . . . . . . . . 76,855 81,855 *
Robert Ted Enloe, III . . . . . . . . . . . . . 171,743 176,743 *
George H. Heilmeier . . . . . . . . . . . . . . 113,500 118,250 *
George E. R. Kinnear II . . . . . . . . . . . . 101,118 121,118 *
Peter N. Larson . . . . . . . . . . . . . . . . 145,058 151,558 *
Kenneth L. Lay. . . . . . . . . . . . . . . . . 72,500 349,392 (4) *
Thomas J. Perkins . . . . . . . . . . . . . . . 36,407 796,273 (5) *
Kenneth Roman . . . . . . . . . . . . . . . . . 189,728 219,728 *
Lucille S. Salhany. . . . . . . . . . . . . . . 70,000 75,000 *
Andreas Barth . . . . . . . . . . . . . . . . . 1,187,083 1,214,558 *
Gregory E. Petsch . . . . . . . . . . . . . . . 160,001 160,001 (6) *
John T. Rose. . . . . . . . . . . . . . . . . . 360,635 375,635 (7) *
Michael J. Winkler. . . . . . . . . . . . . . . 90,834 93,334 *
All executive officers and directors as a group 7,573,806 11,988,731 (8) 1.6
_________________________
<FN>
*Less than 1%
(1) Includes Compaq stock options that are exercisable or will become exercisable
by December 30, 1997.
(2) Based on information provided in a Schedule 13G dated March 10, 1997, these
shares are beneficially held by FMR Corp. and certain of its affiliates and
associates. The number of shares has been adjusted to reflect the 5-for-2 stock
split effected July 14, 1997.
(3) The number of shares indicated is based on information provided in a Schedule
13G dated February 12, 1997, which was filed jointly by five French mutual
insurance companies (AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie
Mutuelle, Alpha Assurances I.A.R.D. Mutuelle, Alpha Assurances Vie Mutuelle, and
AXA Courtage Assurance Mutuelle, and collectively as a group, "The Mutuelles
AXA"), AXA, The Equitable Companies Incorporated, and their subsidiaries.
According to the Schedule 13G, an aggregate 226,750 shares are beneficially owned
by The Mutuelles AXA and AXA; and the shares beneficially owned by subsidiaries of
The Equitable Companies Incorporated are as follows: (i) The Equitable Life
Assurance Society of the United States: 1,175,675 shares; (ii) Alliance Capital
Management L.P.: 41,138,550 shares; and (iii) Donaldson, Lufkin & Jenrette
Securities Corporation: 2,500 shares. The number of shares has been adjusted to
reflect a 5-for-2 stock split effected July 14, 1997.
(4) Includes 246,892 shares held by a limited partnership.
(5) Includes 143,000 shares held in a trust and 40,425 shares in a retirement
plan.
(6) Includes 6,844 shares credited to the executive officer's account in Compaq's
defined contribution plan.
(7) Includes 1,787 shares credited to the executive officer's account in Compaq's
defined contribution plan.
(8) Includes 25,279 shares credited to the executive officers' accounts in
Compaq's defined contribution plan.
</FN>
</TABLE>
Compaq files annual, quarterly, and special reports, proxy statements, and
other information with the SEC. You may read and copy any reports, statements,
or other information filed by Compaq at the SEC's public reference rooms in
Washington, D.C., New York City, and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Compaq's SEC filings are also available from commercial
document retrieval services or on the SEC's web site at http://www.sec.gov.
You may also request a copy of Compaq's financial reports filed with the SEC
by contacting Compaq Investor Relations, P.O. Box 692000, Houston, Texas
77269-2000, telephone 1-800-433-2391. Financial reports may also be accessed
on Compaq's web site at http://www.compaq.com.
PROPOSED AMENDMENTS TO COMPAQ'S CERTIFICATE OF INCORPORATION
Article 1
The name of the corporation is: Compaq Computer Corporation.
-----
Article 4
A. Authorized Shares and Classes of Stock
The total number of shares of stock which the Corporation shall have authority
to issue is 3,010,000,000 shares composed of (i) 3,000,000,000 shares of Common
------------- -------------
Stock, par value $.01 per share (Common Stock); and (ii) 10,000,000 shares of
Preferred Stock, par value $.01 per share (Preferred Stock).
B. Designations, Rights, Preferences and Powers of Preferred Stock
The designations, rights, preferences and powers in respect of the shares of
Preferred Stock shall be as follows:
1. Shares of Preferred Stock may be issued in one or more series which may
have such voting powers, full or limited, or no voting power as the Board of
Directors may determine.
2. Authority is hereby expressly granted to the Board of Directors to fix
from time to time, by resolution or resolutions providing for the issuance of
any series of Preferred Stock, the designations, preferences and relative,
participating, optional or other special rights and qualifications,
limitations or restrictions thereof.
3. Except as otherwise provided in any resolution or resolutions of the
Board of Directors providing for the issue of any particular series of
Preferred Stock, the number of shares of stock of any such series so set forth
in such resolution or resolutions may be increased or decreased (but not below
the number of shares of such series then outstanding) by a resolution or
resolutions adopted by the Board of Directors.
4. Except as otherwise provided in any resolution or resolutions of the
Board of Directors providing for the issue of any particular series of
Preferred Stock, Preferred Stock redeemed or otherwise acquired by the
Corporation shall assume the status of authorized but unissued Preferred Stock
and shall be unclassified as to series and may thereafter, subject to the
provisions of this Article 4 and to any restrictions contained in any
resolution or resolutions of the Board of Directors providing for the issue of
any such series of Preferred Stock, be reissued in the same manner as other
authorized but unissued Preferred Stock.
==============================================================================
Please mark
vote as in example X
---
This consent card must be received no later than December 11, 1997.
COMPAQ COMPUTER CORPORATION
Consent Card
Solicited on Behalf of the Board of Directors
The undersigned hereby takes the following action with respect to all the
shares of common stock of Compaq Computer Corporation which the undersigned is
entitled to vote:
Consents Does Not To amendments to the Certificate of Incorporation
Consent of Compaq to increase the authorized number of
shares of common stock to three billion and to
modify the capitalization of the name.
The Board of Directors recommends giving consent to the amendments. Once a
majority has consented to the amendments, the majority vote shall become
irrevocable and the amendments shall be approved.
If you do not approve the amendments, you do not need to take any action.
Because the approval of a majority of the outstanding shares is required, not
returning this card has the same impact as not consenting to the amendments.
Marking the box "CONSENTS" constitutes your written consent to the amendments.
However, if no box is marked, your signature below will evidence your written
consent to the amendments as recommended by the Board of Directors.
Sign, Date and Return the Consent Card Promptly Using the Enclosed Envelope.
Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
Signature:_________________Date:______Signature:_________________Date:______
