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
February 3, 1998
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(Date of earliest event reported)
Digital Equipment Corporation
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(Exact name of Registrant as specified in its charter)
Massachusetts 1-5296 04-2226590
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(State of (Commission IRS Employer
Incorporation) File No.) Identification No.)
111 Powdermill Road, Maynard, Massachusetts 01754
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(Address of principal executive offices, including zip code)
(978) 493-5111
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(Registrant's telephone number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Effective February 3, 1998, Digital Equipment Corporation ("Digital")
amended the Rights Agreement dated as of December 11, 1989 ("Rights
Agreement"), between Digital and First Chicago Trust Company of New
York, as Rights Agent, to render the Rights (as defined in the Rights
Agreement) issued pursuant to the terms of the Rights Agreement
inapplicable to the Agreement and Plan of Merger, dated as of January
25, 1998 between Digital and Compaq Computer Corporation and the
transactions contemplated thereby.
A copy of the Amendment to Rights Agreement is attached hereto as
Exhibit 4 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit 4 - Amendment, dated as of February 3, 1998, to
the Rights Agreement, originally dated as of
December 11, 1989, between Digital Equipment
Corporation and First Chicago Trust Company of
New York.
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.
DIGITAL EQUIPMENT CORPORATION
By: /s/ Gail S. Mann
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Gail S. Mann
Vice President, Assistant General
Counsel, Secretary and Clerk
Dated: February 12, 1998
EXHIBIT INDEX
Exhibit No. Description
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4 Amendment, dated as of February 3, 1998, to the Rights
Agreement, originally dated as of December 11, 1989,
between Digital Equipment Corporation and First Chicago
Trust Company of New York.