8-K

UNITED STATES
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

Date of Report (Date of Earliest Event Reported): August 14, 2002

DELL COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 0-17017
(Commission File Number) 74-2487834
(I.R.S. Employer
Identification No.)

807 Las Cimas Parkway, Building 2
Austin Texas 78746
(Address of principal executive offices, including zip code)

512-338-4400
(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

EX-99.1 Statement of Principal Executive Officer

EX-99.2 Statement of Principal Financial Officer

The information in this Report, including the exhibits, is furnished pursuant to Item 9 of Form 8-K and, pursuant to General Instruction B.2. thereof, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in this Report, including the exhibits, shall not be deemed to be incorporated by reference into the filings of the Registrant under the Securities Act of 1933.

Item 7 — Financial Statements and Exhibits.

(c)	Exhibits — The following exhibits are furnished as part of this Report:
	Exhibit 99.1 — Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings
	Exhibit 99.2 — Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

Item 9 — Regulation FD Disclosure.

On August 14, 2002, Michael S. Dell, Chairman and Chief Executive Officer, and James M. Schneider, Senior Vice President and Chief Financial Officer, each submitted to the Securities and Exchange Commission a sworn statement pursuant to SEC Order No. 4-460. Copies of these statements are attached hereto as Exhibits 99.1 and 99.2, respectively.

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 thereunto duly authorized.

	DELL COMPUTER CORPORATION
By:	/s/ Thomas B. Green Thomas B. Green, Senior Vice President — Law and Administration

EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
99.1	Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings
99.2	Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

EX-99.1 3 d99202exv99w1.htm EX-99.1 STATEMENT OF PRINCIPAL EXECUTIVE OFFICER

EXHIBIT 99.1

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Michael S. Dell, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Dell Computer Corporation, and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)	I have reviewed the contents of this statement with Dell Computer Corporation’s audit committee.
(3)	In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• the Annual Report on Form 10-K of Dell Computer Corporation for the fiscal year ended February 1, 2002;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Dell Computer Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/ MICHAEL S. DELL MICHAEL S. DELL, Chairman and Chief Executive Officer, Dell Computer Corporation	Subscribed and sworn to before me this 12th day of August, 2002
Date: 8/12/02	/s/ CAROL E. SCHNEEBELI Notary Public
	My Commission Expires: 1/28/06

EX-99.2 4 d99202exv99w2.htm EX-99.2 STATEMENT OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 99.2

STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, James M. Schneider, Senior Vice President and Chief Financial Officer of Dell Computer Corporation, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Dell Computer Corporation, and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)	I have reviewed the contents of this statement with the Company’s audit committee.
(3)	In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• the Annual Report on Form 10-K of Dell Computer Corporation for the fiscal year ended February 1, 2002;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Dell Computer Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/ JAMES M SCHNEIDER JAMES M. SCHNEIDER, Senior Vice President and Chief Financial    Officer (principal financial officer), Dell Computer Corporation	Subscribed and sworn to before me this 14th day of August, 2002
Date: August 14, 2002	/s/ STEPHANIE J. SALMON
	Notary Public
	My Commission Expires:
	March 6, 2004

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EX-99.1

Dell Computer Corporation

EX-99.2

Dell Computer Corporation