EX-99.2 4 d57412a1exv99w2.htm FORM OF RESCISSION OFFER ACCEPTANCE FORM exv99w2
Exhibit 99.2
FORM OF RESCISSION OFFER ACCEPTANCE FORM
     
To:
  [SEQUENCE NUMBER]
 
  [NAME]
 
  [ADDRESS #1]
 
  [ADDRESS #2]
 
  [CITY, STATE, ZIP]
 
  [USA]
 
    
 
  IDENTIFICATION NUMBER: [UNIQUE IDENTIFICATION NUMBER]
          YOU MAY ELECT TO ACCEPT OR REJECT THE RESCISSION OFFER. IF YOU WISH TO REJECT THE RESCISSION OFFER, DO NOT RETURN THIS FORM. YOU DO NOT NEED TO DO ANYTHING TO REJECT THE RESCISSION OFFER.
          IF YOU WISH TO ACCEPT THE RESCISSION OFFER, PLEASE COMPLETE, SIGN AND RETURN THIS FORM PURSUANT TO THE INSTRUCTIONS BELOW AND ENSURE ITS RECEIPT BY 3:00 P.M., U.S. CENTRAL TIME, ON SEPTEMBER 26, 2008 (THE “EXPIRATION DATE”), WHICH IS [•] DAYS FROM THE DATE OF THIS PROSPECTUS.
          WE URGE YOU TO REVIEW THIS PROSPECTUS CAREFULLY BEFORE DECIDING WHETHER TO ACCEPT OR REJECT THE RESCISSION OFFER.
Ladies and Gentlemen:
          The undersigned acknowledges receipt of a prospectus dated [•], 2008 (the “Prospectus”), of Dell Inc. (the “Company”), pursuant to which the Company offers to rescind (the “Rescission Offer”) the purchase of units (the “Units”) in the Dell Inc. Common Stock Fund (the “Dell Stock Fund”) purchased by the undersigned from March 31, 2006, through April 3, 2007 (the “Purchase Period”). The Dell Stock Fund is an investment alternative under the Dell Inc. 401(k) Plan (the “401(k) Plan”), and JP Morgan Chase (the “Trustee”) is the Trustee of the 401(k) Plan. A participant’s investment in our common stock through the 401(k) Plan is measured in Units. Each Unit represents an interest in shares of common stock of the Company plus a varying amount of short-term liquid investments.
          Effective as of the Expiration Date, the undersigned hereby accepts the Rescission Offer for all Units purchased by the undersigned during the Purchase Period upon the terms and subject to the conditions set forth in the Prospectus. To the extent that the undersigned still holds such Units, the undersigned directs the Trustee to sell the shares included in the Units held in the undersigned’s 401(k) Plan account that are being repurchased effective as of the Expiration Date. The undersigned directs the Trustee to credit all proceeds pursuant to the Rescission Offer to the undersigned’s 401(k) Plan account for investment or distribution in accordance with the terms of the Prospectus. The undersigned acknowledges that he or she is not eligible to accept the Rescission Offer with respect to Units for which the undersigned would receive an amount per Unit that is less than the value per Unit on the Expiration Date.
          If the undersigned is a current participant in the 401(k) Plan and an active employee of Dell, the undersigned acknowledges that payments to the undersigned pursuant to the Rescission Offer will be reinvested in accordance with the undersigned’s current investment elections for new contributions in the 401(k) Plan. If the undersigned has separate investment elections on file for both employee and employer contributions, his or her proceeds will be invested in accordance with the undersigned’s investment elections for employer contributions. If the undersigned is a current participant in the 401(k) Plan, but is not an active employee of Dell or does not have current investment elections on file, the undersigned acknowledges that payments to the undersigned pursuant to the Rescission Offer will be reinvested in the Dodge & Cox Balanced Fund. The undersigned further acknowledges that activity in the undersigned’s 401(k) Plan account will be temporarily suspended during the blackout period that begins at 3:00 p.m., U.S. Central Time, on September 26, 2008, and ends at 11:59 p.m., U.S. Central Time, on October 1, 2008. The Company will notify the undersigned in the event that the blackout period is extended past October 1, 2008.

-1-

 

          If the undersigned has previously directed and caused a prior distribution of all of his or her investment in the 401(k) Plan and no longer holds an individual account in the 401(k) Plan, a 401(k) Plan account will be created for the undersigned and proceeds will be credited to the account and invested in the Dodge & Cox Balanced Fund. The undersigned acknowledges that if payments pursuant to the Rescission Offer are not rolled over into an individual retirement account or a qualified retirement plan, and the undersigned receives a distribution from the 401(k) Plan, such distribution will generally be taxable as ordinary income to the undersigned. The undersigned further acknowledges that an additional ten percent income tax may be imposed on such distribution depending on the undersigned’s age.
You should write down your identification number set forth on the front page of this form as you will need to provide it if you want to revoke your acceptance prior to the Expiration Date.
     
Name (please print)
  Signature
 
    
 
    
 
   
 
    
Street Address
  Date
 
    
 
    
 
   
 
    
City, State and Zip Code of Residence
    
 
    
 
    
 
    
 
    
Telephone Number
    
 
    
 
    
 
    
 
    
Identification Number
(shown on the front page of this form)
    
 
    
 
    
 
    

-2-

 

INSTRUCTIONS TO RESCISSION OFFER ACCEPTANCE FORM
1.   Accepting the Rescission Offer: In order to accept the Rescission Offer, you must:
  A.   Sign and date the Rescission Offer Acceptance Form and complete the name, address, date, and telephone number information above; and
 
  B.   Mail or fax the Rescission Offer Acceptance Form for receipt by Dell before 3:00 p.m., U.S. Central Time, on September 26, 2008. You may mail your Rescission Offer Acceptance Form to:
Dell Inc. Rescission Offer
70 University Avenue, P.O. Box 5
Toronto, ON
M5J 2M4
If you choose to overnight your Rescission Offer Acceptance Form, please send it to:
Dell Inc. Rescission Offer
70 University Avenue, 8th Floor
Toronto, ON
M5J 2M4
877-888-4601
You may fax your Rescission Offer Acceptance Form to 888-810-7480 if you are in North America or to 800-810-7480-0 if you are outside of North America
          If you choose to accept the Rescission Offer, the Company recommends that you mail or fax the Rescission Offer Acceptance Form sufficiently in advance of the Expiration Date to ensure its receipt by the Expiration Date. The method for returning the Rescission Offer Acceptance Form is at your option and risk, and delivery will be deemed made only when actually received by us at the address or fax indicated above. If delivery is by mail, we recommend using registered mail with return receipt requested. You can also call the Dell Inc. Rescission Offer Call Center by dialing your country’s international long distance access code followed by 877-888-4601, Monday through Friday, between the hours of 8:00 a.m. and 8:00 p.m., U.S. Central Time to confirm your Rescission Offer Acceptance Form was received.
          WE MUST RECEIVE YOUR PROPERLY COMPLETED AND LEGIBLE RESCISSION OFFER ACCEPTANCE FORM ON OR BEFORE 3:00 P.M., U.S. CENTRAL TIME, ON THE EXPIRATION DATE SEPTEMBER 26, 2008. OTHERWISE, YOU WILL BE DEEMED TO HAVE REJECTED THE RESCISSION OFFER. WE WILL, IN OUR SOLE DISCRETION, DETERMINE WHETHER YOUR RESCISSION OFFER ACCEPTANCE FORM HAS BEEN PROPERLY COMPLETED AND WHETHER YOU ARE ELIGIBLE TO ACCEPT THE RESCISSION OFFER.
          Proceeds will be disbursed to your Plan account within 3-5 business days following the Expiration Date.
          We recommend that you write down your identification number printed on the front page of your Rescission Offer acceptance form. You will need to provide that identification number if you change your mind and decide to revoke your acceptance prior to the Expiration Date.
Questions: All determinations with respect to the Rescission Offer Acceptance Form and the Rescission Offer (including issues relating to the timeliness or effectiveness of any election) will be made by Dell, which determination shall be final and binding. All questions regarding the Rescission Offer can be directed to the Dell Inc. Rescission Offer Call Center by dialing your country’s international long distance access code followed by 877-888-4601, Monday through Friday, between the hours of 8:00 a.m. and 8:00 p.m., U.S. Central Time.

-3-

 

2.   Applying the FIFO principle to Unit purchases and sales:
In order to follow the First-In, First-Out (FIFO) calculation, each participant must match up his or her own purchases of Rescission Offer Units to the sale of such Units. Rescission Offer Units are considered as those purchased after March 31, 2006, through April 3, 2007. An example of the FIFO calculation is shown below.
          Let’s assume that Smith has 100 units of the Dell Stock Fund at March 31, 2006 (“Pre-Purchase Period Units”).
          Additionally, he has the following transaction history:
                 
(1)   (2)   (3)
Type   Date of Transaction   Units
Sale 1
     04/04/2006       50  
Purchase 1
     04/10/2006       20  
Sale 2
     06/01/2006       30  
Sale 3
     07/15/2006       40  
Purchase 2
     08/01/2006       30  
Sale 4
     06/30/2007       10  
          In order to follow the FIFO calculation, Smith first identifies the date and number of Units of the first sale of Rescission Offer Units. This is done by chronologically reducing Smith’s opening balance by each sale until that remaining balance is zero. Smith’s calculation looks like this:
                                                 
            Sales of Pre-   Balance of Pre-   Rescission   Rescission   Rescission
            Purchase   Purchase   Offer Unit   Offer Unit   Offer Unit
    Date   Period Units   Period Units   Purchases   Sales   Balance
Opening Balance
     3/31/2006               100                       0  
Sale 1
     4/4/2006       50                       0          
Balance after transaction
                     50                       0  
Purchase 1
     4/10/2006                       20                  
Balance after transaction
                     50                       20  
Sale 2
     6/1/2006       30                       0          
Balance after transaction
                     20                       20  
Sale 3
     7/15/2006       20                       20          
Balance after transaction
                     0                       0  
Purchase 2
     8/1/2006                       30                  
Balance after transaction
                     0                       30  
Sale 4
     6/30/2007       0                       10          
Balance after transaction
                     0                       20  
          Given the data shown in the attached example, Smith would apply the formulas described on the first page of the Rescission Offer to those sales that are under the Rescission Offer Unit Sales column. This will determine whether the Units were sold at a loss.
          For example, after Smith’s transaction on 6/1/2006, Smith has a balance of 20 Rescission Offer Units that were purchased on 4/10/2006. Suppose that he purchased those Units at a Net Asset Value (NAV) of $130, and then sold them at a NAV of $140. In this case, Smith benefited from a gain on the sale, and no Rescission Offer would

-4-

 

apply for that transaction. However, if Smith had purchased those Units at a NAV of $130 and sold them at a NAV of $120, then Smith would have sold at a loss. In this case the Rescission Offer does apply.
          Finally, Smith needs to determine what Rescission Offer Units are still being held. The eligible Units are those Rescission Offer Unit purchases which were not subsequently sold. The aggregate number will be shown in the last row under the Rescission Offer balance column. Smith would then apply the formulas described on the first page of the Rescission Offer to those Units to determine if the Rescission Offer is financially beneficial.
          For example, Smith bought 30 Rescission Offer Units on 8/1/2006 and subsequently sold 10 of them on 6/30/2007, leaving 20 units remaining. These 20 units are still being held by Smith. Suppose Smith bought these 20 units at a NAV of $115. With interest to the end of the expiration period, the NAV per unit increases to approximately $130. If the final NAV price at the end of the Rescission Offer Period is $140, then Smith is holding Rescission Offer Units at a gain, and the rescission offer would not apply. If the final NAV price at the end of the Rescission Offer Period is $120, then Smith is holding Rescission Offer Units at a loss, and the rescission offer does apply.

-5-