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): January 21, 1999
COMPAQ COMPUTER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-9026 76-0011617
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) 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)
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS.
In a release dated January 21, 1999, Compaq Computer Corporation (NYSE:
CPQ) announced it amended its tender offer to purchase all of the outstanding
shares of common stock, no par value, of Shopping.com (OTC:IBUY) as described
in the Offer to Purchase dated January 15, 1999. The new offer reflects a
revised offer price of $18.25 per share as compared to Compaq's original offer
of $19.00 per share. The reduction in price was negotiated between Compaq and
Shopping.com following the disclosure by Shopping.com of additional
information, including information regarding the number of shares of common
stock and convertible securities outstanding. Completion of the transaction is
subject to certain conditions, including clearance under the Hart-Scott-Rodino
Antitrust Improvements Act. Following the successful completion of the offer,
all of the remaining shares will be acquired pursuant to a merger. The news
release is attached as Exhibit 99.
ITEM 7. EXHIBITS.
Exhibit 99 News Release dated January 21, 1999, announcing that Compaq
amended its tender offer to purchase all of the outstanding
shares of common stock, no par value, of Shopping.com.
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.
Dated: January 21, 1999
COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
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Earl L. Mason
Senior Vice President and
Chief Financial Officer
EXHIBIT 99
COMPAQ COMPUTER CORPORATION P.O. BOX 692000 NEWS RELEASE
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
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COMPAQ ANNOUNCES AMENDMENT TO SHOPPING.COM TENDER OFFER; REDUCES PRICE TO
$18.25 PER SHARE
HOUSTON, JANUARY 21, 1999 - Compaq Computer Corporation (NYSE:CPQ)
announced today that its tender offer to purchase all of the outstanding
shares of common stock, no par value, of Shopping.com (OTC:IBUY) as described
in the Offer to Purchase dated January 15, 1999 has been amended.
The new offer reflects a revised offer price of $18.25 per share as
compared to Compaq's original offer of $19.00 per share. The reduction in
price was negotiated between Compaq and Shopping.com following the disclosure
by Shopping.com of additional information, including information regarding the
number of shares of common stock and convertible securities outstanding.
Compaq is mailing today a supplemental letter to all shareholders of
Shopping.com describing this amendment.
The board of directors of Shopping.com continues to endorse the offer and
recommend that the shareholders of Shopping.com accept the offer from Compaq
and tender their shares of common stock to Compaq pursuant to the offer.
COMPANY BACKGROUND
Compaq Computer Corporation, a Fortune Global 100 company, is the second
largest computer company in the world and the largest global supplier of
computer systems. 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 an industry 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. 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]
Compaq Computer Corporation Alan E. Hodel 281-518-8932
[email protected]
Compaq Computer Corporation Investor Relations 281-514-9549
Compaq Computer Corporation Investor Relations Fax 800-433-2391
