SECURITES 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: June 11, 1998
COMPAQ COMPUTER CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-9026 76-0011617
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) 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: (281) 370-0670
<PAGE>
Item 5. Other Events.
1. The Registrant's news release dated June 11, 1998, with respect to (i)
approval of the Digital shareholders of the Registrant's pending
acquisition of Digital Equipment Corporation and (ii) the closing of
this transaction is attached as Exhibit 99.1.
2. The Registrant's news release dated June 11, 1998, with respect to the
Digital integration is attached as Exhibit 99.2.
Item 7. Exhibits
Exhibit 99.1 News release dated June 11, 1998.
Exhibit 99.2 News release dated June 11, 1998.
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.
June 11, 1998 COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
--------------------------
Earl L. Mason
Senior Vice President and
Chief Financial Officer
(as authorized officer and
as principal financial
officer)
EXHIBIT 99.1
COMPAQ COMPUTER CORPORATION P.O. BOX 692000 NEWS RELEASE
NORTH AMERICA PUBLIC RELATIONS HOUSTON, TEXAS 77269-2000
TEL 281-514-0484
FAX 281-514-4583
HTTP://WWW.COMPAQ.COM
[LOGO OF COMPAQ COMPUTER CORPORATION APPEARS HERE]
FOR IMMEDIATE RELEASE
- ---------------------
DIGITAL SHAREHOLDERS APPROVE ACQUISITION BY COMPAQ
...Largest acquisition in the history of the computer industry will deliver
global services and support, best of breed partnerships and unique leadership
products for enterprise customers...
Westford, Mass., June 11, 1998 - Shareholders of outstanding common stock
of Digital Equipment Corporation (NYSE: DEC) voted to approve the acquisition
by Compaq Computer Corporation (NYSE: CPQ) at a special meeting this morning
in Westford, Mass. The acquisition is effective today.
As a result of the acquisition, Compaq will issue approximately $4.5 billion
in cash and approximately 141 million shares of Compaq stock, based on an
exchange rate of $30.00 in cash and .945 shares of Compaq stock for each
common share of Digital.
"Digital shareholders recognize the significant value of this acquisition,"
said Eckhard Pfeiffer, Compaq's President and Chief Executive Officer. "The
acquisition of Digital reinforces Compaq's global leadership in enterprise
computing. Compaq is committed to delivering high customer value through
standards-based enterprise computing with world class service and support."
As of the close of the stock market on June 11, 1998, Digital common stock
will stop trading on the New York Stock Exchange. Additional information
regarding the acquisition and the transaction will be distributed to all
Digital common shareholders within the next several days.
Compaq will host a financial analyst meeting this afternoon in New York.
Compaq will also host a press conference at 10 a.m. EDT on Friday, June 12,
1998, at Cipriani Hall, located at 55 Wall Street, New York City.
COMPANY BACKGROUND
Compaq Computer Corporation, the world's largest computer manufacturer,
is a Fortune Global 200 company and the largest global supplier of personal
computers. Founded in 1982, Compaq develops and markets hardware, software,
solutions and services, including industry-leading enterprise computing
solutions, fault-tolerant business-critical solutions, networking and
communication products, commercial desktop and portable products and consumer
PCs. The company is a leader in environmentally friendly programs and
business practices.
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 are available at
http://www.compaq.com or by calling 1-800-OK-COMPAQ. Product information and
reseller locations are available by calling 1-800-345-1518.
# # #
Compaq, Registered U.S. Patent and Trademark Office. Digital is a registered
trademark of Digital Equipment Corporation. Product names mentioned herein
may be trademarks and/or registered trademarks of their respective companies.
For further editorial information, contact:
Compaq Computer Corporation Jim Finlaw 281-514-6137
[email protected]
Miller/Shandwick Technologies Mark Ostermann 281-514-5893
[email protected]
For investor information, contact:
Compaq Investor Relations 281-514-9549 or 800-433-2391
EXHIBIT 99.2
COMPAQ COMPUTER CORPORATION P.O. BOX 692000 NEWS RELEASE
NORTH AMERICA PUBLIC RELATIONS HOUSTON, TEXAS 77269-2000
TEL 281-514-0484
FAX 281-514-4583
HTTP://WWW.COMPAQ.COM
[LOGO OF COMPAQ COMPUTER CORPORATION APPEARS HERE]
FOR IMMEDIATE RELEASE
- ---------------------
COMPAQ PROVIDES FRAMEWORK FOR DIGITAL INTEGRATION
HOUSTON, June 11, 1998 - With the Compaq acquisition of Digital effective
today following Digital shareholders' approval this morning, Compaq began to
map out its plans for the integration of Digital into Compaq.
"Together, Compaq and Digital will be a much stronger competitor than we were
as separate companies," said Eckhard Pfeiffer, Compaq's President and Chief
Executive Officer. "Compaq will move to integrate Digital as rapidly as
possible."
"As a necessary part of the integration process and to position Compaq for
future growth, Compaq will record several acquisition-related charges in the
second quarter," said Earl Mason, Compaq's Senior Vice President and Chief
Financial Officer.
These acquisition charges will include the write-off for purchased in-process
technology, Compaq restructuring charges for elimination of duplicate
facilities and employee separations, and other related operating adjustments.
"Excluding these charges, we believe the combined company will achieve
approximately break-even results for the second quarter," said Mason.
OUTLOOK
"While the third quarter will be transitional, focused both on the
integration of Digital businesses and the achievement of synergies, we
continue to believe earnings of the combined companies will be accretive as
early as the fourth quarter," said Mason.
COMPANY BACKGROUND
Compaq Computer Corporation, the world's largest computer manufacturer,
is a Fortune Global 200 company and the largest global supplier of personal
computers. Founded in 1982, Compaq develops and markets hardware, software,
solutions and services, including industry-leading enterprise computing
solutions, fault-tolerant business-critical solutions, networking and
communication products, commercial desktop and portable products and consumer
PCs. The company is a leader in environmentally friendly programs and
business practices.
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 are available at
http://www.compaq.com or by calling 1-800-OK-COMPAQ. Product information and
reseller locations are available by calling 1-800-345-1518.
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
include the implementation of operations and systems improvements,
particularly those associated with the Optimized Distribution Model; the
operational integration associated with the acquisition of Digital Equipment
Corporation; market responses to pricing actions and promotional programs;
continued competitive factors and pricing pressures; inventory risks due to
shifts in market demand; timely development, production, and acceptance of the
products; and changes in product mix. Further information on the factors that
could affect Compaq's financial results are included in its SEC filings,
including the annual report on Form 10-K for the year ended December 31, 1997,
and the quarterly report on Form 10-Q for the quarter ended March 31, 1998.
# # #
Compaq, Registered U.S. Patent and Trademark Office. Digital is a registered
trademark of Digital Equipment Corporation. Product names mentioned herein may
be trademarks and/or registered trademarks of their respective companies.
For further information, contact:
Compaq Computer Corporation Jim Finlaw 281-514-6137
[email protected]
Miller/Shandwick Technologies Mark Ostermann 281-514-5893
[email protected]
Compaq Investor Relations 281-514-9549 or 800-433-2391
