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): March 6, 1998
COMPAQ COMPUTER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-9026 76-0011617
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
20555 SH 249 77070
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
----------------------------------------------------
(281) 370-0670
(Registrant's telephone number, including area code)
----------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS.
1. In a release dated March 6, 1998, Compaq Computer Corporation (NYSE:
CPQ) announced that its first quarter 1998 sales are expected to be about the
same as those for the first quarter of 1997 and that earnings are expected to
break even.
2. In a release dated March 9, 1998, Compaq Computer Corporation (NYSE:
CPQ) and Digital Equipment Corporation (NYSE: DEC) announced that they each
received a request for additional information from the Federal Trade
Commission in connection with Compaq's pending acquisition of Digital.
ITEM 7. EXHIBITS.
Exhibit 99.1 News Release dated March 6, 1998.
Exhibit 99.2 News Release dated March 9, 1998.
<PAGE>
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: March 9, 1998 By: /s/ Linda S. Auwers
--------------------------
Linda S. Auwers
Vice President and
Associate General Counsel
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
Exhibit 99.1 News Release dated March 6, 1998
Exhibit 99.2 News Release dated March 9, 1998
Exhibit 99.1
Compaq Computer Corporation P.O. Box 692000
Public Relations Department Houston, Texas
77269-2000
Tel 281-514-0484
Fax 281-514-4583
http://www.compaq.com
NEWS RELEASE
[Logo of Compaq Computer Corporation appears here]
FOR IMMEDIATE RELEASE
- ---------------------
Compaq's First Quarter To Be Below Expectations
HOUSTON, March 6, 1998 - Compaq Computer Corporation (NYSE: CPQ) today
said that its first quarter sales are expected to be about the same as those
for the first quarter a year ago. Earnings are expected to be roughly
break-even.
Earl Mason, Compaq's Senior Vice President and Chief Financial Officer,
reported that the shortfall was primarily associated with the North American
commercial market where Compaq is taking additional pricing to meet very
competitive conditions.
"We looked closely at our market and business plan once it became clear
that sales out of our North American commercial channels were not meeting our
expectations," said Eckhard Pfeiffer, Compaq's President and Chief Executive
Officer. "We are putting in place price reductions and aggressive promotions
in the first and second quarter to reduce these channel inventories and
accelerate the implementation of our Optimized Distribution Model (ODM)."
"With these actions, we are attempting to achieve channel inventories that
support ODM by the end of the second quarter," said Pfeiffer. "Our outlook
for the second quarter is cautious as we continue to assess the North American
commercial market environment."
OUTLOOK
"While market conditions will continue to be competitive, we fully intend
to expand our business and grow our market share in 1998," said Pfeiffer.
"Timing these pricing and promotional actions to coincide with the Digital
Equipment Corporation acquisition will position us to take full advantage of
that merger."
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 market responses to pricing actions and promotional programs;
continued competitive factors and pricing pressures; the operational
integration associated with mergers and acquisitions; inventory risks due to
shifts in market demand; the implementation of operations and systems
improvements; timely development, production, and acceptance of the products;
and changes in product mix. Further information on the factors that could
affect the Compaq's financial results are included in its SEC filings,
including the Form 10-K for the year ended December 31, 1997.
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 1997, the
company reported worldwide sales of $24.6 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.
# # #
Compaq, 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 Jim Finlaw 281-514-6137
[email protected]
Compaq Computer Corporation Mike Berman 281-514-2510
[email protected]
Miller/Shandwick Technologies Angela Goodwin 281-514-0688
[email protected]
For investor information, contact:
Investor Relations 281-514-9549
Investor Relations Fax Service 800-433-2391
Exhibit 99.2
Compaq Computer Corporation P.O. Box 692000
Public Relations Department Houston, Texas
77269-2000
Tel 281-514-0484
Fax 281-514-4583
http://www.compaq.com
NEWS RELEASE
[Logo of Compaq Computer Corporation appears here]
[Logo of Digital Equipment Corporation appears here]
FOR IMMEDIATE RELEASE
- ---------------------
COMPAQ AND DIGITAL RECEIVE FTC SECOND REQUEST
HOUSTON, March 9, 1998 -- Compaq Computer Corporation (NYSE:CPQ) and
Digital Equipment Corporation (NYSE:DEC) today announced that they each
received a request for additional information from the Federal Trade
Commission in connection with Compaq's pending acquisition of Digital.
The companies will comply with the request for additional information
promptly and do not anticipate that it will delay the merger, which is
currently expected to close in the second quarter of 1998.
The request for additional information was issued under notification
requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.
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 1997, the
company reported worldwide sales of $24.6 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.
Historical financial results have been restated to reflect the pooling of
Tandem.
Digital Equipment Corporation, recognized for product and service
excellence, is a leading supplier of high-performance, Web-based computing
solutions, which help enterprises compete in the global marketplace. Digital
gives its customers a winning Internet advantage through a comprehensive
portfolio of Internet solutions based on award-winning systems, advanced
networking infrastructure, innovative software, and industry applications -
including those from its business partners. The expertise and experience of
Digital employees help customers plan, design, implement, manage and support
Internet solutions in countries throughout the world. For the latest company
information, visit Digital on the World Wide Web at http://www.digital.com
and/or http://www.newsdesk.com.
# # #
Compaq, 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 Jim Finlaw 281-514-6137
[email protected]
Miller/Shandwick Technologies Angela Goodwin 281-514-0688
[email protected]
Digital Equipment Corp. Dan Kaferle 978-493-2195
[email protected]
