content: <PAGE>
  
  
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549-1004
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
                                   March 14, 2002
                                    ------------
                  Date of Report (Date of Earliest Event Reported)
  
  
                               Hewlett-Packard Company
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
            Delaware                    1-4423                     94-1081436
  ----------------------------   ------------------------    ---------------------
  (State or other jurisdiction   (Commission File Number)       (I.R.S. Employer
       of incorporation)                                       Identification No.)
  
                      3000 Hanover Street, Palo Alto, CA 94304
                    --------------------------------------------
                 (Address of principal executive offices) (Zip code)
  
  
                                   (650) 857-1501
                    --------------------------------------------
                (Registrant's telephone number, including area code)
  
  
  ================================================================================
  
  <PAGE>
  
  Item 5.  Other Events
  
       This Current Report on Form 8-K relates to a planned merger (the "Merger")
  between a wholly-owned subsidiary of Hewlett-Packard Company ("HP") with and
  into Compaq Computer Corporation ("Compaq") pursuant to the terms of an
  Agreement and Plan of Reorganization, dated as of September 4, 2001 (the "Merger
  Agreement"), by and among HP, Heloise Merger Corporation and Compaq. The Merger
  Agreement is on file with the Securities and Exchange Commission (the "SEC") as
  an exhibit to the Current Report on Form 8-K, as amended, filed by HP on
  September 4, 2001, and is incorporated by reference into this filing. Completion
  of the Merger is subject to customary closing conditions that include, among
  others, receipt of required approvals from HP shareowners and from Compaq
  shareowners, respectively, and receipt of required antitrust approvals.
  
       Upon completion of the Merger, holders of Compaq common stock will be
  entitled to receive 0.6325 of a share of HP common stock for each share of
  Compaq common stock they then hold. In addition, upon completion of the Merger,
  HP will assume outstanding stock appreciation rights and options to purchase
  shares of Compaq common stock, each at the exchange ratio referred to in the
  preceding sentence and will assume certain Compaq stock plans. If any of the
  conditions to the Merger is not satisfied or, if waiver is permissible, not
  waived, the Merger will not be completed. In addition, under certain
  circumstances specified in the Merger Agreement, HP or Compaq may terminate the
  merger agreement. As a result, HP cannot assure you that it will complete the
  Merger.
  
       This Current Report on Form 8-K attaches hereto as Exhibit 99.1 and
  incorporates by reference herein HP's unaudited pro forma condensed combined
  consolidated balance sheet as of January 31, 2002, and unaudited pro forma
  condensed combined consolidated statements of earnings for the three months
  ended January 31, 2002 and for the year ended October 31, 2001, giving effect to
  the Merger as a purchase of Compaq by HP in accordance with Article 11 of
  Regulation S-X (17 C.F.R. Section 210.11 (2000)).
  
       However, if HP does not complete the Merger, HP's business, operating
  results and assets and liabilities will not reflect any actual or anticipated
  interest in Compaq's business, its operating results or its assets and
  liabilities.
  
            Additional Information about the Merger and Where to Find It
  
       On February 5, 2002, HP filed a registration statement with the SEC
  containing a definitive joint proxy statement/prospectus regarding the Merger.
  Investors and security holders of HP and Compaq are urged to read the definitive
  joint proxy statement/prospectus filed with the SEC on February 5, 2002 and any
  other relevant materials filed by HP or Compaq with the SEC because they
  contain, or will contain, important information about HP, Compaq and the Merger.
  The definitive joint proxy statement/prospectus and other relevant materials
  (when they become available), and any other documents filed by HP or Compaq with
  the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In
  addition, investors and security holders may obtain free copies of the documents
  filed with the SEC by HP by contacting HP Investor Relations, 3000 Hanover
  Street, Palo Alto, California 94304, 650-857-1501. Investors and security
  holders may obtain free copies of the documents filed with the SEC by Compaq by
  contacting Compaq Investor Relations, P.O. Box 692000, Houston, Texas
  77269-2000, 800-433-2391. Investors and security holders are urged to read the
  definitive joint proxy statement/prospectus and the other relevant
  
  <PAGE>
  
  
  materials (when they become available) before making any voting or investment
  decision with respect to the Merger.
  
  Item 7.   Financial Statements and Exhibits.
  
     The following exhibit is being filed with this report:
  
         99.1   HP's unaudited pro forma condensed combined consolidated balance
                sheet as of January 31, 2002, and unaudited pro forma condensed
                combined consolidated statements of earnings for the three months
                ended January 31, 2002 and for the year ended October 31, 2001,
                giving effect to the Merger as a purchase of Compaq by HP using
                the purchase method of accounting.
  
  <PAGE>
  
                                      SIGNATURE
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                                HEWLETT-PACKARD COMPANY
  
  Date: March 14, 2002               By:    /s/  Ann O. Baskins
                                        ------------------------------------------
                                        Name:    Ann O. Baskins
                                        Title:   Vice President, General Counsel
                                                 and Secretary
  
  <PAGE>
  
                            INDEX TO EXHIBITS FILED WITH
                 THE CURRENT REPORT ON FORM 8-K DATED MARCH 14, 2002
  
          Exhibit          Description
  --------------------------------------------------------------------------------
  
          99.1             HP's unaudited pro forma condensed combined
                           consolidated balance sheet as of January 31, 2002, and
                           unaudited pro forma condensed combined consolidated
                           statements of earnings for the three months ended
                           January 31, 2002 and for the year ended October 31,
                           2001, giving effect to the Merger as a purchase of
                           Compaq by HP using the purchase method of accounting.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "d8k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 7373}]
metadata_filer: {"company-data": {"conformed-name": "HEWLETT PACKARD CO", "cik": "0000047217", "assigned-sic": "3570", "irs-number": "941081436", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04423", "film-number": "02575588"}, "business-address": {"street1": "3000 HANOVER ST", "city": "PALO ALTO", "state": "CA", "zip": "94304", "phone": "4158571501"}, "mail-address": {"street1": "3000 HANOVER ST", "street2": "MS 20BL", "city": "PALO ALTO", "state": "CA", "zip": "94304"}}
text: ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549-1004
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
                                   March 14, 2002
                                    ------------
                  Date of Report (Date of Earliest Event Reported)
  
                               Hewlett-Packard Company
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
            Delaware                    1-4423                     94-1081436
  ----------------------------   ------------------------    ---------------------
  (State or other jurisdiction   (Commission File Number)       (I.R.S. Employer
       of incorporation)                                       Identification No.)
  
                      3000 Hanover Street, Palo Alto, CA 94304
                    --------------------------------------------
                 (Address of principal executive offices) (Zip code)
  
                                   (650) 857-1501
                    --------------------------------------------
                (Registrant's telephone number, including area code)
  
  ================================================================================
  Item 5.  Other Events
  
       This Current Report on Form 8-K relates to a planned merger (the "Merger")
  between a wholly-owned subsidiary of Hewlett-Packard Company ("HP") with and
  into Compaq Computer Corporation ("Compaq") pursuant to the terms of an
  Agreement and Plan of Reorganization, dated as of September 4, 2001 (the "Merger
  Agreement"), by and among HP, Heloise Merger Corporation and Compaq. The Merger
  Agreement is on file with the Securities and Exchange Commission (the "SEC") as
  an exhibit to the Current Report on Form 8-K, as amended, filed by HP on
  September 4, 2001, and is incorporated by reference into this filing. Completion
  of the Merger is subject to customary closing conditions that include, among
  others, receipt of required approvals from HP shareowners and from Compaq
  shareowners, respectively, and receipt of required antitrust approvals.
  
       Upon completion of the Merger, holders of Compaq common stock will be
  entitled to receive 0.6325 of a share of HP common stock for each share of
  Compaq common stock they then hold. In addition, upon completion of the Merger,
  HP will assume outstanding stock appreciation rights and options to purchase
  shares of Compaq common stock, each at the exchange ratio referred to in the
  preceding sentence and will assume certain Compaq stock plans. If any of the
  conditions to the Merger is not satisfied or, if waiver is permissible, not
  waived, the Merger will not be completed. In addition, under certain
  circumstances specified in the Merger Agreement, HP or Compaq may terminate the
  merger agreement. As a result, HP cannot assure you that it will complete the
  Merger.
  
       This Current Report on Form 8-K attaches hereto as Exhibit 99.1 and
  incorporates by reference herein HP's unaudited pro forma condensed combined
  consolidated balance sheet as of January 31, 2002, and unaudited pro forma
  condensed combined consolidated statements of earnings for the three months
  ended January 31, 2002 and for the year ended October 31, 2001, giving effect to
  the Merger as a purchase of Compaq by HP in accordance with Article 11 of
  Regulation S-X (17 C.F.R. Section 210.11 (2000)).
  
       However, if HP does not complete the Merger, HP's business, operating
  results and assets and liabilities will not reflect any actual or anticipated
  interest in Compaq's business, its operating results or its assets and
  liabilities.
  
            Additional Information about the Merger and Where to Find It
  
       On February 5, 2002, HP filed a registration statement with the SEC
  containing a definitive joint proxy statement/prospectus regarding the Merger.
  Investors and security holders of HP and Compaq are urged to read the definitive
  joint proxy statement/prospectus filed with the SEC on February 5, 2002 and any
  other relevant materials filed by HP or Compaq with the SEC because they
  contain, or will contain, important information about HP, Compaq and the Merger.
  The definitive joint proxy statement/prospectus and other relevant materials
  (when they become available), and any other documents filed by HP or Compaq with
  the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In
  addition, investors and security holders may obtain free copies of the documents
  filed with the SEC by HP by contacting HP Investor Relations, 3000 Hanover
  Street, Palo Alto, California 94304, 650-857-1501. Investors and security
  holders may obtain free copies of the documents filed with the SEC by Compaq by
  contacting Compaq Investor Relations, P.O. Box 692000, Houston, Texas
  77269-2000, 800-433-2391. Investors and security holders are urged to read the
  definitive joint proxy statement/prospectus and the other relevant
  materials (when they become available) before making any voting or investment
  decision with respect to the Merger.
  
  Item 7.   Financial Statements and Exhibits.
  
     The following exhibit is being filed with this report:
  
         99.1   HP's unaudited pro forma condensed combined consolidated balance
                sheet as of January 31, 2002, and unaudited pro forma condensed
                combined consolidated statements of earnings for the three months
                ended January 31, 2002 and for the year ended October 31, 2001,
                giving effect to the Merger as a purchase of Compaq by HP using
                the purchase method of accounting.
  SIGNATURE
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                                HEWLETT-PACKARD COMPANY
  
  Date: March 14, 2002               By:    /s/  Ann O. Baskins
                                        ------------------------------------------
                                        Name:    Ann O. Baskins
                                        Title:   Vice President, General Counsel
                                                 and Secretary
  INDEX TO EXHIBITS FILED WITH
                 THE CURRENT REPORT ON FORM 8-K DATED MARCH 14, 2002
  
          Exhibit          Description
  --------------------------------------------------------------------------------
  
          99.1             HP's unaudited pro forma condensed combined
                           consolidated balance sheet as of January 31, 2002, and
                           unaudited pro forma condensed combined consolidated
                           statements of earnings for the three months ended
                           January 31, 2002 and for the year ended October 31,
                           2001, giving effect to the Merger as a purchase of
                           Compaq by HP using the purchase method of accounting.