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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
SEPTEMBER 21, 2000
Date of Report (Date of Earliest Event Reported)
HEWLETT-PACKARD COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 1-4423 94-1081436
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3000 HANOVER STREET, PALO ALTO, CA 94304
(Address of principal executive offices) (Zip code)
(650) 857-1501
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(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING PUBLIC ACCOUNTANT.
In a Current Report on Form 8-K filed on September 12, 2000,
Hewlett-Packard Company("HP") announced that it was in discussions with
PricewaterhouseCoopers ("PwC") regarding a possible acquisition of PwC's
global management and information technology consulting practice (the
"Potential Acquisition"). Terms of the transaction have not been agreed upon,
and significant issues remain to be resolved. There can be no assurances that
discussions with PwC will result in any transaction or on what terms a
transaction may take place.
As a result of concerns by both HP and PwC regarding the timing of
the completion of HP's audit for the fiscal year ending October 31, 2000 (the
"2000 Audit") in light of the potential loss of independence of PwC because
of the Potential Acquisition, HP has terminated PwC's engagement as HP's
independent public accountants with respect to the 2000 Audit. This decision
was approved and ratified by resolution of the Audit Committee of HP's Board
of Directors on September 21, 2000. PwC ceased all audit work for HP
beginning September 12, 2000. PwC's report on HP's financial statements for
the years ended October 31, 1998 and October 31, 1999 did not contain an
adverse opinion, a disclaimer of opinion or any qualifications or
modifications related to uncertainty, limitation of audit scope or
application of accounting principles. During the fiscal years ending October
31, 1998 and October 31, 1999 and through September 21, 2000, there were no
disagreements with PwC on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure with respect to
HP's financial statements that, if not resolved to PwC's satisfaction, would
have caused them to make reference to the subject matter of the disagreement
in connection with their reports.
On September 21, 2000, HP retained Ernst & Young ("E&Y") as its
independent public accountants with respect to the 2000 Audit. The decision
to retain E&Y was approved by resolution of the Audit Committee of HP's Board
of Directors on September 21, 2000. Prior to retaining E&Y for such audit, HP
consulted E&Y with respect to various aspects of the Potential Acquisition,
including tax and accounting matters related to a variety of preliminary
structures for the transaction.
HP issued a press release dated September 22, 2000 with respect to
these matters, a copy of which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 16.1 Letter from PricewaterhouseCoopers LLP regarding
change in certifying accountant.
Exhibit 99.1 Press release dated September 22, 2000 entitled
"HP Engages Ernst & Young As Auditors for FY2000;
PricewaterhouseCoopers Engagement for FY 2000 Audit
Terminated in Light of Pending Negotiations."
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: September 22, 2000 By: /s/ Charles N. Charnas
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Name: Charles N. Charnas
Title: Assistant Secretary
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INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED SEPTEMBER 21, 2000
Exhibit Description
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Exhibit 16.1 Letter from PricewaterhouseCoopers LLP regardging
change in certifying accountant.
Exhibit 99.1 Press release dated September 22, 2000 entitled "HP
Engages Ernst & Young As Auditors for FY2000;
PricewaterhouseCoopers Engagement for FY 2000 Audit
Terminated in Light of Pending Negotiations."