SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

(Amendment No. 7)

PEROT SYSTEMS CORPORATION

(Name of Subject Company (Issuer))

DII — HOLDINGS INC.

(Offeror)

an indirect, wholly-owned subsidiary of

DELL INC.

(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))

Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)

714265105
(CUSIP Number of Class of Securities)

Lawrence P. Tu

Senior Vice President and General Counsel
One Dell Way
Round Rock, Texas 78682
Phone (800) 289-3355

(Name, address, and telephone numbers of person authorized to receive notices and communications on
behalf of filing persons)

Copies to:

Robert L. Kimball	William R. Volk
Vinson & Elkins L.L.P.	Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700	2801 Via Fortuna, Suite 100
Dallas, Texas 75201	Austin, Texas 78746
(214) 220-7700	(512) 542-8400

CALCULATION OF FILING FEE

Transaction Valuation(l)	Amount of Filing Fee(2)
$4,117,123,260	$229,735.48

(1)	Estimated for purposes of calculating the filing fee only. This amount is based on the offer to purchase at a purchase price of $30.00 cash per share an aggregate of (i) 121,322,396 outstanding shares of Class A Common Stock of Perot Systems Corporation; and (ii) 15,915,046 shares of Class A Common Stock of Perot Systems Corporation that were subject to and reserved for issuance with respect to all outstanding options, restricted stock units or stock appreciation rights settleable in Class A Common Stock, in each case as provided by Perot Systems Corporation as of September 17, 2009, the most recent practicable date.
(2)	The filing fee, calculated in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #2 for Fiscal Year 2010 issued by the Securities and Exchange Commission, equals $55.80 per million of the value of the transaction.
þ	Check the box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: $229,735.48	Filing Party: Dell Inc. and DII — Holdings Inc.
Form of Registration No.: Schedule TO-T	Date Filed: October 2, 2009

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ Third-party tender offer subject to Rule 14d-1.

o Issuer tender offer subject to Rule 13e-4.

o Going-private transaction subject to Rule 13e-3.

o Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. þ

TABLE OF CONTENTS

	Item 11. Additional Information
	Item 12. Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.(A)(5)(G)

     This Amendment No. 7 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (which, together with any amendments and supplements thereto, collectively constitute the “Schedule TO”) originally filed with the Securities and Exchange Commission on October 2, 2009 by (i) DII — Holdings Inc., a Delaware corporation (the “Purchaser”) and an indirect, wholly-owned subsidiary of Dell Inc., a Delaware corporation (“Dell”), and (ii) Dell, as previously amended. The Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of Class A Common Stock, par value $0.01 per share (the “Shares”), of Perot Systems Corporation, a Delaware corporation (“Perot Systems”), at a purchase price of $30.00 per Share, net to the seller in cash, without interest thereon and less any applicable withholding or stock transfer taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 2, 2009 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not otherwise defined in this Amendment have the meanings assigned to such terms in the Schedule TO or the Offer to Purchase. This Amendment is being filed on behalf of the Purchaser and Dell.

Item 11. Additional Information.

Items 11(a)(2) and (a)(3) of the Schedule TO are hereby amended and supplemented by adding the following thereto:

     “The Offer expired at 12:00 midnight, New York City time, on Monday, November 2, 2009. The Depositary has advised Dell and the Purchaser that, as of the expiration of the Offer, approximately 108,774,629 Shares were validly tendered and not properly withdrawn in the Offer, representing approximately 87.7% of Perot Systems’ outstanding shares as of November 2, 2009. The Depositary also informed Dell that it received commitments to tender 3,961,266 additional Shares under the guaranteed delivery procedures for the Offer. The number of Shares tendered pursuant to the Offer satisfies the Minimum Condition. All Shares validly tendered and not properly withdrawn (including Shares tendered to the Depositary pursuant to the Offer’s guaranteed delivery procedures) have been accepted for payment and will be promptly paid for in accordance with the terms and conditions of the Offer and applicable law.

     Dell completed the acquisition of Perot Systems on November 3, 2009 through the merger of the Purchaser with and into Perot Systems in accordance with applicable provisions of Delaware law that authorize the completion of the Merger as a “short form” merger without a vote or meeting of the stockholders of Perot Systems. In order to complete the Merger as a “short form” merger under Delaware law, on November 3, 2009, the Purchaser exercised its Top-Up Option pursuant to the Merger Agreement, which permitted the Purchaser to purchase additional Shares directly from Perot Systems for $30.00 per Share, the same price paid in the Offer. As a result of the Merger, each Share not purchased in the Offer (other than Shares held in the treasury of or reserved for issuance by Perot Systems and Shares held by Dell or the Purchaser or direct or indirect subsidiaries of Dell or Perot Systems, all of which were cancelled and extinguished, and Shares held by stockholders who validly exercise appraisal rights under Delaware law) was converted into the right to receive in cash $30.00 per Share, without interest thereon and less any applicable withholding or stock transfer taxes.

     A copy of the press release announcing the results of the Offer and the exercise of the Top-Up Option is filed as Exhibit (a)(5)(G) hereto and incorporated herein by reference.”

Item 12. Exhibits.

     Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

“(a)(5)(G)  Press Release issued by Dell Inc. on November 3, 2009.”

SIGNATURE

     After due inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

DELL INC.
By:	/s/ Janet B. Wright
	Name:	Janet B. Wright
	Title:	Assistant Secretary
DII — HOLDINGS INC.
By:	/s/ Janet B. Wright
	Name:	Janet B. Wright
	Title:	Assistant Secretary

Date: November 3, 2009

EXHIBIT INDEX

Exhibit	Description
(a)(5)(G)	Press Release issued by Dell Inc. on November 3, 2009.

EX-99.(A)(5)(G)

DELL COMPLETES TENDER OFFER FOR PEROT SYSTEMS

• Provides Customers Extensive Capabilities in Enterprise IT Services and Business Solutions

• Creates Dell Services Global Business Unit

• Names Peter Altabef President of Dell Services

ROUND ROCK, Texas, Nov. 3, 2009 — Dell today announced the successful completion of its tender offer for Perot Systems, an offer which expired Monday at midnight (EST). Dell has accepted the shares validly tendered and has notified Perot Systems of its exercise of its top-up option to acquire Perot Systems shares. As a result of the tenders and the top-up option exercise, Dell will own more than 90 percent of outstanding Perot Systems shares and expects to promptly complete the acquisition of Perot Systems, significantly expanding Dell’s portfolio of technology services and business solutions. The 108,774,629 tendered shares represent about 87.7 percent of outstanding Perot Systems shares. An additional 3,961,266 shares were tendered by notice of guaranteed delivery.

Dell Services, a new business unit formed by the acquisition, will develop and deliver a best-in-class suite of end-to-end IT services and business solutions that reduce IT complexity and lower costs for customers. The integration of Perot Systems extends Dell Services into hosting, consulting, applications and business-process outsourcing, and expands Dell’s existing managed and modular services. The combination leverages Perot Systems’ capabilities across Dell’s much larger customer base, spanning global corporations, government agencies, health care and educational institutions, and small and medium enterprises.

Dell Services will be one of the world’s largest technology services organizations with more than 41,000 experienced and skilled technology- and business-services professionals and revenue of approximately $8 billion from enhanced services and support over the past four quarters.

Peter Altabef becomes president of Dell Services, reporting to Michael Dell, Dell chairman and chief executive officer. Mr. Altabef brings more than two decades of leadership experience to his new role, including the last five years as CEO of Perot Systems. In addition to previous Perot Systems operations, Mr. Altabef is responsible for Dell’s commercial services—including consulting, sales, marketing, quality and customer relationship management functions—and the company’s internal IT.

Dell expects the Perot Systems acquisition to be accretive to its GAAP earnings in fiscal year 2012. Dell reports the results of its fiscal third-quarter 2010 on Nov. 19 and expects to hold an integration call with analysts and the media in mid-December.

Quotes:

Michael Dell: “Customers around the world want flexible, scalable solutions to reduce complexity and drive even greater benefit from IT. The Dell Services business—formed out of the powerful combination of Dell and Perot Systems—is an exciting step forward in our ongoing commitment to develop and provide best-value IT solutions.”

Peter Altabef: “Dell Services will be a powerful organization with the extensive capabilities and global reach to address the needs of organizations of all types. The Dell and Perot Systems integration teams have been extremely productive in their planning, and we are ready to work on behalf of all our customers.”

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About Dell

Dell Inc. (NASDAQ: DELL) listens to customers and delivers innovative technology and services they need and value. For more information, visit www.dell.com. Investors wishing to communicate directly with Dell may go to www.dell.com/dellshares.

# # #

Contact Information
Media Contacts:
Jess Blackburn	Dell	(512) 728-8295	jess_blackburn@dell.com
Marvin Singleton	Dell Services	(972) 577-5881	marvin.singleton@ps.net
Investor Relations Contacts:
Robert Williams	Dell	(512) 728-7570	robert_williams@dell.com
Shep Dunlap	Dell	(512) 723-0341	shep_dunlap@dell.com
John Lyon	Dell Services	(972) 577-6132	john.lyon@ps.net

SPECIAL NOTE: Statements in this press release that relate to future results and events are forward-looking statements based on Dell’s and Perot Systems’ current expectations, respectively. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the expected benefits and costs of the transaction; management plans relating to the transaction; the expected timing of the completion of the transaction; any statements of the plans, strategies and objectives of management for future operations, including the execution of integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the transaction may not be timely completed, if at all; that, prior to the completion of the transaction, Perot Systems’ business may experience disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; that the parties are unable to successfully implement integration strategies; and other risks that are described in Dell’s and Perot Systems’ Securities and Exchange Commission reports, including but not limited to the risks described in Dell’s Annual Report on Form 10-K for its fiscal year ended Jan. 30, 2009 and Perot Systems’ Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2008. Dell and Perot Systems assume no obligation and do not intend to update these forward-looking statements.

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