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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): June 22, 1997
COMPAQ COMPUTER CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9026 76-0011617
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
20555 SH 249
Houston, Texas 77070
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(Address of Principal Executive Offices) (Zip Code)
(281) 370-0670
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Other Events.
On June 22, 1997, 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"), entered into an Agreement
and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement
and subject to the terms and conditions set forth therein, Merger Subsidiary
will be merged with and into Tandem with Tandem to be the surviving
corporation of such merger (the "Merger"), and as a result of the Merger,
Tandem will become a wholly owned subsidiary of Compaq. At the Effective Time
(as defined in the Merger Agreement) of the Merger, each issued and
outstanding share of common stock, par value $.025 per share (the "Tandem
Common Stock"), of Tandem (other than treasury shares or shares held by Compaq
or any subsidiary of Compaq) will be converted into the right to receive 0.21
shares of common stock, par value $0.01 per share, of Compaq.
In connection with the Merger, Tandem has entered into a Stock
Option Agreement ("Stock Option Agreement") with Compaq dated June 22, 1997,
pursuant to which, among other things, Tandem has granted Compaq an
irrevocable option to purchase for $22.44 per share in cash up to 17,400,000
shares of Tandem Common Stock.
Two joint press releases announcing the entering into of the
Merger Agreement and the Stock Option Agreement were issued on June 23,
1997. An advertisement to Compaq's and Tandem's customers appeared in
several newspapers on June 24, 1997. The press releases are attached
hereto as Exhibits 99.1 and 99.2 respectively. The advertisement is
attached hereto as Exhibit 99.3.
ITEM 7. Exhibits.
Exhibit 99.1 Text of Joint Press Release dated June 23, 1997.
Exhibit 99.2 Text of Joint Press Release dated June 23, 1997.
Exhibit 99.3 Text of Advertisement dated June 24, 1997.
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: June 24, 1997 By: /s/Earl L. Mason
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Name: Earl L. Mason
Title: Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Sequential
Exhibit No. Description Page No.
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Exhibit 99.1 Joint Press Release dated June 23, 1997
Exhibit 99.2 Joint Press Release dated June 23, 1997
Exhibit 99.3 Text of Press Advertisement June 24, 1997
COMPAQ TANDEM
Logo Logo
FOR IMMEDIATE RELEASE
Compaq To Acquire Tandem
Positions the Combined Company as the Leader in
Enterprise Computing Solutions
NEW YORK, June 23, 1997 - Compaq Computer Corporation (NYSE:
CPQ) and Tandem Computers Incorporated (NYSE: TDM) today announced the
completion of a definitive merger agreement in a stock-for-stock transaction.
In the transaction, Compaq will issue approximately 29 million shares of
Compaq common stock, based on an exchange ratio of .21 shares of Compaq common
stock for each share of Tandem common stock. Based on the June 20, 1997
closing price of Compaq common stock as reported by the New York Stock
Exchange, the transaction is valued at approximately $3.0 billion. Under the
terms of the agreement, Tandem will become a wholly owned subsidiary of Compaq
Computer Corporation.
"The combined companies will provide significant economic value
growth for our shareholders," said Earl Mason, Chief Financial Officer of
Compaq. "The tax-free combination will be immediately accretive, meeting
all of Compaq's economic tests." Because the transaction will be a "pooling
of interests," the Compaq board of directors has rescinded its previously
announced systematic share repurchase program to accomplish the
transaction.
As the number one server supplier in the world, the
Compaq/Tandem combination will have a strengthened focus on the customer and
offer the broadest range of reliable, scalable solutions across the entire
spectrum of business-critical enterprise computing. "Our total addressable
market has been doubled to approximately $650 billion(1). This offers
opportunity for significant revenue growth," said Eckhard Pfeiffer, President
and CEO, Compaq. "We will truly offer complete solutions, from handhelds and
portables, to networked desktops and workstations, all the way to Windows NT
servers and the Himalaya range of massively parallel commercial systems,"
Pfeiffer said.
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(1) Source: IDC estimates.
This acquisition underscores Compaq's commitment to the highest
quality standards-based enterprise computing and creates a world-class
business partner for customers. "As a result of the acquisition, Compaq's
field resources will more than double, each person focused on building
enduring customer relationships," Pfeiffer continued. "They will perfectly
complement the strong reseller channel and field support professionals
currently in place to serve Compaq customers. Compaq resellers, moreover,
will benefit from the increased growth in volume of world-class products
offered by the combined companies," Pfeiffer concluded. These resources
include individuals dedicated to pre-sales and sales account management,
professional and consulting services, and global service and support.
Compaq and Tandem will have an unprecedented focus to ensure
customer success and address customer needs for powerful, reliable products,
while at the same time driving even greater price/performance and lower total
cost of ownership. "The phenomenal rate of change in the IT industry demands
a new business model, one that depends on strategic partnering to stay
competitive and to be a market maker," said Roel Pieper, CEO of Tandem. "This
merger is based on this concept and will provide the added benefit of creating
a broader range of open customer solutions to the market."
"At Tandem we had been in the process of extending our
enterprise lineup to offer reliable and scalable Windows NT solutions to our
customers. This combination with Compaq will turbocharge this strategy. The
NonStop computing capabilities of Tandem's Himalaya systems will represent a
technology foundry to fuel growth and adoption of enterprise NT. Furthermore,
we will continue our drive to make ServerNet and NonStop Software open
standards in the industry," he said.
As the leaders in reliable standards-based enterprise
computing, these companies combined will expand their technology leadership to
further embrace server clustering, OLTP(2) and electronic commerce, messaging
technology, security encryption, databases and SmartCards.
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(2) On-line transaction processing.
"The PC revolution was led by innovators like Compaq. If you
want to know where the future of enterprise computing is going, look to where
the leader of the PC revolution is taking it," declared Ben Rose, Chairman of
the Board, Compaq.
"As a founding member of the Tandem company, I can envision no
better future for the shareholders, customers and employees of Tandem," said
Tom Perkins, Chairman of the Board, Tandem. "Tandem was formed in 1974 on a
basic concept, the need for NonStop computing. This merger ensures that the
Tandem fundamentals will endure." To take advantage of his industry
expertise, Perkins has been invited to join the Compaq board of directors.
In addition to his role as CEO of the Tandem subsidiary, Roel
Pieper will become a senior vice president of Compaq, reporting directly to
Eckhard Pfeiffer. Enrico Pesatori will continue as President and Chief
Operating Officer of Tandem.
Subject to approval of Tandem's shareholders as well as
clearance under the anti-trust laws and other customary closing conditions,
the transaction is expected to be consummated in the third quarter of 1997.
Company Backgrounds
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.
Founded in 1974, Tandem Computers Incorporated designs and
delivers technology solutions that companies rely on to compete in a business
world that runs 24 hours a day. A $1.9 billion company headquartered in
Cupertino, California, Tandem employs nearly 7,000 people worldwide, has more
than 180 offices and supports customers in more than 50 countries.
Information about Tandem can be found at http://www.tandem.com. To request
information via e-mail, send a message to [email protected].
This release contains forward-looking statements based on
current expectations that involve a number of risks and uncertainties. The
potential risks and uncertainties that could cause actual results to differ
materially included the operational integration associated with mergers and
acquisitions; market responses to pricing actions and promotional programs;
the implementation of operations and systems improvements; timely development,
production, and acceptance of the products; continued competitive factors and
pricing pressures; changes in product mix; and inventory risks due to shifts
in market demand. Further information on the factors that could affect the
company's financial results are included in the company's SEC filings,
including the Form 10-K for the year ended December 31, 1996, and the Form
10-Q for the quarter ended March 31, 1997.
# # #
Compaq, Tandem, Himalaya, NonStop, ServerNet are either registered trademarks
or trademarks. Product names mentioned herein may be trademarks and/or
registered trademarks of their respective companies.
For further editorial information, contact:
Compaq John Sweney 281-514-1564 [email protected]
Tandem Deb Cromer 408-285-6990 [email protected]
For further investor information, contact:
Compaq Alice McGuire 281-514-9549
Tandem Roberta DeTata 408-285-4363 [email protected]
COMPAQ TANDEM
Logo Logo
FOR IMMEDIATE RELEASE
POSITIVE INDUSTRY RESPONSE TO COMPAQ AND TANDEM MERGER
Industry influentials applaud combined strength which offers the broadest
range of reliable, scalable solutions for
business-critical enterprise computing
NEW YORK, June 23, 1997 - In response to today's announcement of a proposed
merger between Compaq Computer Corporation (NYSE) and Tandem Computer
Incorporated (NYSE), customers, partners and industry influencers have voiced
unanimous support for the merger.
"This merger combines the top producer of PC hardware and
Intel-based servers with the arguable leader in both NT clustering
technologies and high-availability computing in general," said Evan Bauer,
Vice President of Research, Giga Information Group.
Following completion of the merger, Tandem will become a wholly
owned subsidiary of Compaq Computer Corporation. The combined company will
number 27,000 employees worldwide and will represent combined FY96 revenues
over US$20 billion. The combined operation will offer the broadest range of
products and solutions, broader than IBM, Hewlett-Packard, Digital and Sun
Microsystems.
"We congratulate our partners on taking this step," said Andrew
S. Grove, Chairman and CEO of Intel Corporation. "We look forward to working
with them to bring the Intel architecture to all strata of enterprise
computing."
The basic concept behind this merger is a commitment on the
part of both organizations to drive towards open standards by accelerating the
adoption of Windows NT in the enterprise.
"We're pleased to see this merger between two of our strongest
partners," said Bill Gates, chairman, Microsoft Corp. "This is one technology
merger that makes sense and further strengthens our Windows NT positions in
the enterprise."
The merged solutions offering represents the broadest range of
reliable, scalable solutions for business-critical computing needs from
handheld communications devices to the NonStop[Registered]
Himalaya[Registered] range of massively paralleled commercial systems, all
backed with world class service and support.
Following the completion of the merger, Compaq's field
resources will more than double in size from 4,000 to approximately 8,000
employees, including more than 1,600 professional service and staff. It also
will offer the largest worldwide reseller channel, numbering 30,000 outlets to
serve Compaq customers.
"We congratulate Compaq on this proposed merger," said David R.
Dukes, Co-Chairman of Ingram Micro, a Compaq global channel partner. "We
have no doubt that this will reinforce Compaq's strengths in the corporate
market and will provide significant new opportunities in the enterprise
computing market for Compaq channel partners."
The operational model is designed to fully leverage the
solutions, business partners, employees and customers of each company.
Company Backgrounds
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.
Founded in 1974, Tandem Computers Incorporated designs and
delivers technology solutions that companies rely on to compete in a business
world that runs 24 hours a day. A $1.9 billion company headquartered in
Cupertino, California, tandem employs nearly 7,000 people worldwide, has more
than 180 offices and supports customers in more than 50 countries.
This release contains forward-looking statements based on
current expectations that involve a number of risks and uncertainties. The
potential risks and uncertainties that could cause actual results to differ
materially included the operational integration associated with mergers and
acquisitions; market responses to pricing actions and promotional programs;
the implementation of operations and systems improvements; timely development,
production, and acceptance of the products; continued competitive factors and
pricing pressures; changes in product mix; and inventory risks due to shifts in
market demand. Further information on the factors that could affect the
company's financial results are included in the company's SEC filings,
including the Form 10-K for the year ended December 31, 1996 and the Form 10-Q
for the quarter ended March 31, 1997.
# # #
Compaq, Tandem, Himalaya, NonStop, ServerNet are either registered trademarks
or trademarks. Product names mentioned herein may be trademarks and/or
registered trademarks of their respective companies.
For further editorial information, contact:
Compaq John Sweney 281-514-1564 [email protected]
Tandem Deb Cromer 408-285-6990 [email protected]
For further investor information, contact:
Compaq Alice McGuire 281-514-9549
Tandem Roberta DeTata 408-285-9549 [email protected]
Every revolution needs a leader.
In corporate computing today, there is a revolution in full
swing: an overwhelming movement to open standards-based computing. On June
23, the new leader of that revolution was created.
Compaq, the world leader in personal computers and PC servers,
agreed to merge with Tandem, the unquestioned leader in NonStop[Registered]
transaction-intensive systems. With Tandem, Compaq will become the leader in
enterprise computing solutions.
Together, we offer the most comprehensive array of products and
solutions in the industry, from hand-held communications devices to the NonStop
Himalaya[Registered] range of massively parallel commercial systems, all
backed with world class service and support.
Even more important, this capability is built upon an unmatched
philosophy in the computer industry: a 100% commitment to driving towards open
standards by accelerating the adoption of Windows NT[Registered] in the
enterprise.
Open standards provide you with the widest possible choice of
solutions, at ever lower cost. And now, our joint effort should remove the
last lingering doubts that open systems can deliver raw power, total
scalability, and unrivaled reliability.
Today, over a million Compaq serves form the backbone of
enterprise computing systems around the world. Tandem, through its NonStop
Himalaya and Windows NT products, handles 90% of the world's stock trades, 80%
of all ATM transactions, 66% of all credit card validations, and two out of
three "911" phone calls.
Tandem NonStop Himalaya technologies -- ServerNet[Registered]
and NonStop software -- are available as open standard products in the NT
domain. These are just the first examples of how the combination of Tandem
and Compaq technologies will dramatically accelerate the movement to open
systems in the enterprise.
While Tandem will continue to operate as an autonomous
operation, we will fully leverage each other's skills. Meanwhile, the
customer, employees, and business partners of each company can rest assured
that we remain committed to the technologies, solutions, channels and people
that have driven our success.
So, if you want to know where the future of enterprise
computing is going, look to where the leader of the PC revolution is taking it.
Compaq logo Tandem logo
For more information, visit us at www.compaq.com or
www.tandem.com
[Copyright]1997 Compaq Computer Corporation, Tandem Computers
Incorporated. Tandem, Himalaya, NonStop, ServerNet and the Tandem logo are
either trademarks or registered trademarks of Tandem Computers Incorporated in
the U.S. and/or other countries. Windows NT is a registered trademark of
Microsoft Corporation in the U.S. and/or other countries.
