content: <PAGE>
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549-1004
  
                                      FORM 8-K
  
                      CURRENT REPORT PURSUANT TO SECTION 13 OF
                         THE SECURITIES EXCHANGE ACT OF 1934
  
  
  
          DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 1, 2002
  
  
  
                               HEWLETT-PACKARD COMPANY
               (Exact name of Registrant as specified in its charter)
  
  
  <TABLE>
  <S>                                    <C>                           <C>
             DELAWARE                             1-4423                     94-1081436
  (State of other jurisdiction of        (Commission File Number)          (I.R.S. Employee
   incorporation or organization)                                       Identification Number)
  </TABLE>
  
                                 3000 HANOVER STREET
                                 PALO ALTO, CA 94034
                      (Address of principal executive offices)
  
                                   (650) 857-1501
                (Registrant's telephone number, including area code)
  
  
  ITEM 5.  OTHER EVENTS.
  
  On March 22, 2002, Hewlett-Packard Company, a Delaware corporation (the
  "Company"), through its indirect subsidiary, consummated an exchange offer to
  acquire all the outstanding common shares of Indigo N.V., a corporation
  organized under the laws of The Netherlands ("Indigo"), pursuant to the terms of
  the previously reported Offer Agreement, dated September 6, 2001, as amended
  (the "Exchange Offer"). In connection with the consummation of the Exchange
  Offer, the Company's indirect subsidiary, Hewlett-Packard Erste
  Vermogensverwaltungs- und Beteiligungsgesellschaft mbH ("Newco"), issued
  52,625,239.7333 contingent value rights ("CVRs"). The CVRs were issued pursuant
  to an indenture, the Contingent Value Rights Agreement, which was entered into
  as of April 1, 2002, between Newco and J.P. Morgan Trust Company, National
  Association (the "CVR Agreement"). As of April 1, 2002, the Company executed a
  Corporate Guaranty regarding the payment and performance obligations of Newco
  under the CVR Agreement. A copy of the CVR Agreement and the Corporate Guaranty
  are each attached as an exhibit to this Current Report on Form 8-K.
  
  
                                         -1-
  
  <PAGE>
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
  (c)      Exhibits.
  
           99.1    Contingent Value Rights Agreement, dated as of April 1, 2002,
                   by and between Hewlett-Packard Erste Vermogensverwaltungs- und
                   Beteiligungsgesellschaft mbH and J.P. Morgan Trust Company,
                   National Association.
  
  
           99.2    Hewlett-Packard Company Corporate Guaranty (Limited Amount),
                   dated as of April 1, 2002.
  
  
                                      SIGNATURE
  
           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.
  
                                                   HEWLETT-PACKARD COMPANY
  
  
  Date:  April 3, 2002                                By:  /s/  Charles N. Charnas
                                                          ------------------------
                                                          Charles N. Charnas
                                                          Assistant Secretary
  
  
                                         -2-
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
           99.1    Contingent Value Rights Agreement, dated as of April 1, 2002,
                   by and between Hewlett-Packard Erste Vermogensverwaltungs- und
                   Beteiligungsgesellschaft mbH and J.P. Morgan Trust Company,
                   National Association.
  
  
           99.2    Hewlett-Packard Company Corporate Guaranty (Limited Amount),
                   dated as of April 1, 2002.
  
                                         -3-
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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": "02601277"}, "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 OF
                         THE SECURITIES EXCHANGE ACT OF 1934
  
          DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 1, 2002
  
                               HEWLETT-PACKARD COMPANY
               (Exact name of Registrant as specified in its charter)
  DELAWARE                             1-4423                     94-1081436
  (State of other jurisdiction of        (Commission File Number)          (I.R.S. Employee
   incorporation or organization)                                       Identification Number)
  3000 HANOVER STREET
                                 PALO ALTO, CA 94034
                      (Address of principal executive offices)
  
                                   (650) 857-1501
                (Registrant's telephone number, including area code)
  
  ITEM 5.  OTHER EVENTS.
  
  On March 22, 2002, Hewlett-Packard Company, a Delaware corporation (the
  "Company"), through its indirect subsidiary, consummated an exchange offer to
  acquire all the outstanding common shares of Indigo N.V., a corporation
  organized under the laws of The Netherlands ("Indigo"), pursuant to the terms of
  the previously reported Offer Agreement, dated September 6, 2001, as amended
  (the "Exchange Offer"). In connection with the consummation of the Exchange
  Offer, the Company's indirect subsidiary, Hewlett-Packard Erste
  Vermogensverwaltungs- und Beteiligungsgesellschaft mbH ("Newco"), issued
  52,625,239.7333 contingent value rights ("CVRs"). The CVRs were issued pursuant
  to an indenture, the Contingent Value Rights Agreement, which was entered into
  as of April 1, 2002, between Newco and J.P. Morgan Trust Company, National
  Association (the "CVR Agreement"). As of April 1, 2002, the Company executed a
  Corporate Guaranty regarding the payment and performance obligations of Newco
  under the CVR Agreement. A copy of the CVR Agreement and the Corporate Guaranty
  are each attached as an exhibit to this Current Report on Form 8-K.
  
                                         -1-
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
  (c)      Exhibits.
  
           99.1    Contingent Value Rights Agreement, dated as of April 1, 2002,
                   by and between Hewlett-Packard Erste Vermogensverwaltungs- und
                   Beteiligungsgesellschaft mbH and J.P. Morgan Trust Company,
                   National Association.
  
           99.2    Hewlett-Packard Company Corporate Guaranty (Limited Amount),
                   dated as of April 1, 2002.
  
                                      SIGNATURE
  
           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.
  
                                                   HEWLETT-PACKARD COMPANY
  
  Date:  April 3, 2002                                By:  /s/  Charles N. Charnas
                                                          ------------------------
                                                          Charles N. Charnas
                                                          Assistant Secretary
  
                                         -2-
  EXHIBIT INDEX
  
           99.1    Contingent Value Rights Agreement, dated as of April 1, 2002,
                   by and between Hewlett-Packard Erste Vermogensverwaltungs- und
                   Beteiligungsgesellschaft mbH and J.P. Morgan Trust Company,
                   National Association.
  
           99.2    Hewlett-Packard Company Corporate Guaranty (Limited Amount),
                   dated as of April 1, 2002.
  
                                         -3-