-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PTnc3tMy7BtRexD7NUZpT72qztcBNDhlfVbBMxhg8krulhnPRv8SMX/xiGjTid1+ h4vS0ZyrozNrFEPOX+tZFg== 0000950172-98-000554.txt : 19980609 0000950172-98-000554.hdr.sgml : 19980609 ACCESSION NUMBER: 0000950172-98-000554 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980603 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980608 SROS: CSX SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL EQUIPMENT CORP CENTRAL INDEX KEY: 0000028887 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 042226590 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05296 FILM NUMBER: 98643932 BUSINESS ADDRESS: STREET 1: 111 POWER MILL ROAD CITY: MAYNARD STATE: MA ZIP: 01754 BUSINESS PHONE: 6178975111 MAIL ADDRESS: STREET 1: 111 POWDER MILL ROAD MS02-3/F13 CITY: MAYNARD STATE: MA ZIP: 01754 8-K 1 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 June 3, 1998 (Date of earliest event reported) Digital Equipment Corporation (Exact name of Registrant as specified in its charter) Massachusetts 1-5296 04-2226590 (State of (Commission (IRS Employer Incorporation) File No.) Identification No.) 111 Powdermill Road, Maynard, Massachusetts 01754 (Address of principal executive offices, including zip code) (978) 493-5111 (Registrant's telephone number, including area code) INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events. On June 3, 1998, Digital Equipment Corporation ("Digital") and Compaq Computer Corporation ("Compaq") jointly issued a press release with respect to the termination of the Federal Trade Commission's review of Compaq's pending acquisition of Digital. A copy of such press release is attached hereto as Exhibit 99 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit 99 - Press Release of Digital Equipment Corporation and Compaq Computer Corporation dated June 3, 1998 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. DIGITAL EQUIPMENT CORPORATION By: /s/ Gail S. Mann ______________________________ Gail S. Mann Vice President, Assistant General Counsel, Secretary and Clerk Dated: June 8, 1998 EX-99 2 EXHIBIT 99 - PRESS RELEASE EXHIBIT 99 Compaq Computer Corporation P.O. Box 692000 Public Relations Department Houston, Texas 77269-2000 Tel 713-514-0484 Fax 713-514-4583 http://www.compaq.com News Release [LOGO OF COMPAQ COMPUTER CORPORATION APPEARS HERE] [LOGO OF DIGITAL EQUIPMENT CORPORATION APPEARS HERE] FOR IMMEDIATE RELEASE FEDERAL TRADE COMMISSION CLEARS COMPAQ'S PENDING ACQUISITION OF DIGITAL HOUSTON, June 3, 1998 -- Compaq Computer Corporation (NYSE: CPQ) and Digital Equipment Corporation (NYSE: DEC) today announced that the Federal Trade Commission has closed its review of Compaq's pending acquisition of Digital and that the waiting period under the Hart-Scott-Rodino Act has been terminated. The transaction is subject to approval by holders of two-thirds of Digital's common stock. A special meeting of shareholders will be held at 11 a.m. on June 11, 1998, at the Westford Regency Inn in Westford, Massachusetts. Shareholders of record as of May 4, 1998, are entitled to vote at the special meeting. Subject to receipt of shareholder approval and satisfaction of other customary conditions, Compaq and Digital currently expect the transaction to close shortly after the special meeting. 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. 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. Digital is a registered trademark of Digital Equipment Corporation. For further editorial information, contact: Compaq Computer Corporation Jim Finlaw 281-514-6137 jim.finlaw@compaq.com Miller/Shandwick Technologies Mark Ostermann 281-514-5893 mark.ostermann@compaq.com Digital Equipment Corporation Dan Kaferle 978-493-2195 dan.kaferle@digital.com For investor information, contact: Compaq Investor Relations 281-514-9549 or 800-433-2391 Digital Investor Relations 978-493-7182 -----END PRIVACY-ENHANCED MESSAGE-----