-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, pgnAh7uQ/S7lMwqiScx04bK71DF9F00nDD9384EwQid7ifsAT+xdi4qYhlB58Ewb 0+WO62/fPFTHDxYXOsEHSA== 0000950134-95-000273.txt : 19950301 0000950134-95-000273.hdr.sgml : 19950301 ACCESSION NUMBER: 0000950134-95-000273 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950224 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DELL COMPUTER CORP CENTRAL INDEX KEY: 0000826083 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 742487834 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42053 FILM NUMBER: 95515240 BUSINESS ADDRESS: STREET 1: 2112 KRAMER LN - BLDG 1 CITY: AUSTIN STATE: TX ZIP: 78758 BUSINESS PHONE: 5123384400 MAIL ADDRESS: STREET 1: 9505 ARBORETUM BLVD CITY: AUSTIN STATE: TX ZIP: 78759-7299 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELL COMPUTER CORP CENTRAL INDEX KEY: 0000826083 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 742487834 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 2112 KRAMER LN - BLDG 1 CITY: AUSTIN STATE: TX ZIP: 78758 BUSINESS PHONE: 5123384400 MAIL ADDRESS: STREET 1: 9505 ARBORETUM BLVD CITY: AUSTIN STATE: TX ZIP: 78759-7299 SC 13E4/A 1 AMENDMENT NO. 1 TO SCHEDULE 13E4 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-4/A (AMENDMENT NO. 1) ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) DELL COMPUTER CORPORATION (Name of Issuer) DELL COMPUTER CORPORATION (Name of Person(s) Filing Statement) SERIES A CONVERTIBLE PREFERRED STOCK (Title of Class of Securities) 247025-50-5 247025-40-6 U24702-10-9 (CUSIP Number of Class of Securities) MICHAEL S. DELL CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER DELL COMPUTER CORPORATION 2112 KRAMER LANE, BUILDING 1 AUSTIN, TEXAS 78758-4012 (512) 338-4400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) Copies to: LARRY W. SONSINI THOMAS B. GREEN WILSON, SONSINI, GENERAL COUNSEL GOODRICH & ROSATI DELL COMPUTER CORPORATION 650 PAGE MILL ROAD 2112 KRAMER LANE, BUILDING 1 PALO ALTO, CALIFORNIA 94304 AUSTIN, TEXAS 78758-4012 (415) 493-9300 (512) 338-4400
FEBRUARY 21, 1995 (Date Tender Offer First Published, Sent or Given to Security Holders) CALCULATION OF FILING FEE
TRANSACTION AMOUNT OF VALUATION(1) FILING FEE(1) -------------------------------- -------------- $125,000,000 $25,000
- --------------- (1) The filing fee was paid upon filing by Dell Computer Corporation of the Schedule 13E-4 on February 21, 1995. The fee was calculated as one-fiftieth of one percent of the market value of 1,250,000 shares of Series A Convertible Preferred Stock of Dell Computer Corporation. In accordance with Rule 0-11(a)(4) under the Securities Exchange Act of 1934, as amended, the value of Series A Convertible Preferred Stock is based on the book value of the securities computed as of October 30, 1994, which is the latest practicable date. /X/ Check 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: $25,000. Form or Registration No.: Schedule 13E-4 (File No. 005-42053) Filing Party: Dell Computer Corporation Date Filed: February 21, 1995 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule 13E-4 (this "Amendment No. 1") amends the Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement") filed with the Securities and Exchange Commission on February 21, 1995 by Dell Computer Corporation, a Delaware corporation (the "Issuer"), and relates to the offer by the Issuer to pay a cash premium of $8.25 for each share of its Series A Convertible Preferred Stock (the "Series A Preferred Stock") that is converted to common stock, par value $.01 per share, of the Issuer on the terms and subject to the conditions set forth in the Offer of Premium Upon Conversion and the related Special Conversion Notice and Registration Agreement, copies of which were attached to the Statement as Exhibits (a)(1), (a)(2) and (a)(3), respectively. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Statement. ITEM 8. ADDITIONAL INFORMATION. (a) Not applicable. (b) The information set forth in the Statement under the caption "The Conversion Offer -- Conditions" is incorporated herein by reference. (c) The information set forth in the Statement under the caption "Special Considerations -- Market for Series A Preferred Stock" is incorporated herein by reference. (d) Not applicable. (e) Reference is hereby made to the Offer of Premium and the related Special Conversion Notice and Registration Agreement, copies of which appear as Exhibits (a)(1), (a)(2) and (a)(3) to the Statement, respectively, and which are incorporated herein by reference in their entirety. On February 22, 1995, the Issuer mailed to record holders of the Series A Preferred Stock the notice attached hereto as Exhibit (a)(12) together with the Issuer's Current Report on Form 8-K, dated February 21, 1995, which was previously filed as Exhibit (a)(11) to the Statement. 2 3 ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a)(1)* -- Offer of Premium Upon Conversion dated February 21, 1995 (a)(2)* -- Special Conversion Notice (a)(3)* -- Registration Agreement (a)(4)* -- Notice of Guaranteed Delivery (a)(5)* -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(6)* -- Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(7)* -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(8)* -- Form of Press Release dated February 21, 1995 (a)(9)* -- Annual Report on Form 10-K for the Fiscal Year Ended January 30, 1994, of Dell Computer Corporation (a)(10)* -- Quarterly Report on Form 10-Q for the Quarterly Period Ended October 30, 1994, of Dell Computer Corporation (a)(11)* -- Current Report on Form 8-K, dated February 21, 1995 (a)(12) -- Notice to Holders of Series A Convertible Preferred Stock, dated February 22, 1995 (b) -- Not applicable (c) -- See Exhibit (a)(3) (d)* -- Opinion of Baker & McKenzie dated February 21, 1995 (e) -- Not applicable (f)* -- Question and Answer -- For Use by Dell Computer Corporation Employees Only
- --------------- * Previously Filed 3 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 is true, complete and correct. DELL COMPUTER CORPORATION By: /s/ THOMAS J. MEREDITH Name: Thomas J. Meredith Title: Chief Financial Officer Dated: February 24, 1995 5 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION PAGE NUMBER - ----------- -------------------------------------------------------------------- ----------- (a)(1)* -- Offer of Premium Upon Conversion dated February 21, 1995 (a)(2)* -- Special Conversion Notice (a)(3)* -- Registration Agreement (a)(4)* -- Notice of Guaranteed Delivery (a)(5)* -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(6)* -- Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(7)* -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(8)* -- Form of Press Release dated February 21, 1995 (a)(9)* -- Annual Report on Form 10-K for the Fiscal Year Ended January 30, 1994, of Dell Computer Corporation (a)(10)* -- Quarterly Report on Form 10-Q for the Quarterly Period Ended October 30, 1994, of Dell Computer Corporation (a)(11)* -- Current Report on Form 8-K, dated February 21, 1995 (a)(12) -- Notice to Holders of Series A Convertible Preferred Stock, dated February 22, 1995 (b) -- Not applicable (c) -- See Exhibit (a)(3) (d)* -- Opinion of Baker & McKenzie dated February 21, 1995 (e) -- Not applicable (f)* -- Question and Answer -- For Use by Dell Computer Corporation Employees Only
- --------------- * Previously Filed EX-99.(A)(12) 2 NOTICE TO HOLDERS OF SERIES A CONV. PREFERRED STK. 1 Dell Computer Corporation Telephone 512-338-4400 9505 Arboretum Blvd. Telefax 512-728-3653 Austin, Texas 78759-7299 [LOGO] TO: HOLDERS OF DELL'S SERIES A CONVERTIBLE PREFERRED STOCK FROM: DELL COMPUTER CORPORATION DATE: FEBRUARY 22, 1995 RE: OFFER OF PREMIUM UPON CONVERSION - -------------------------------------------------------------------------------- Dell Computer Corporation (the "Company") invites all holders of its Series A Convertible Preferred Stock to join in a conference call scheduled for TUESDAY, FEBRUARY 28TH, 1995 AT 1:30 CST. The call should last approximately one hour and 15 minutes, and will include time for questions and answers. The call will be hosted by Tom Meredith, Chief Financial Officer, and Dalton Kaye, Vice President -- Treasurer. In the conference call we will discuss the Company's purpose for extending its Offer of Premium upon Conversion, the contents of the Conversion Offer (that were mailed earlier this week), the basic procedures to be followed if a holder desires to participate in the Conversion Offer, and the resale registration. To participate on the conference call please dial (212) 346-6564 fifteen minutes prior to the designated time. Should you have any questions prior to the conference call please call Dalton Kaye at (512) 728-3448. In addition, the Company is sending herewith a copy of its Current Report on Form 8-K containing a press release issued by the Company on February 21, 1995 regarding its financial results for the fiscal year and quarter ended January 29, 1995. Kind Regards, Dell Computer Corporation -----END PRIVACY-ENHANCED MESSAGE-----