-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GfUe1ra9AAKG287XqfO0LUU3aM6xrUqM9e64DMSUppDuOoATj5gy2szfxtXP1kyN F1JidAVm/g4Lx/omx1WlJw== 0000950134-96-002421.txt : 19960524 0000950134-96-002421.hdr.sgml : 19960524 ACCESSION NUMBER: 0000950134-96-002421 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960523 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960523 SROS: NASD FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17017 FILM NUMBER: 96571593 BUSINESS ADDRESS: STREET 1: 2214 W BRAKER LN STREET 2: STED CITY: AUSTIN STATE: TX ZIP: 78758 BUSINESS PHONE: 5123384400 MAIL ADDRESS: STREET 1: 2112 KRAMER LN - BLDG 1 CITY: AUSTIN STATE: TX ZIP: 78758 8-K 1 FORM 8-K 1 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): MAY 23, 1996 DELL COMPUTER CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 0-17017 74-2487834 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 2214 WEST BRAKER LANE, SUITE D, AUSTIN, TEXAS 78758-4053 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (512) 338-4400 NOT APPLICABLE (Former name or former address, if changed since last report) 2 ITEM 5 - OTHER EVENTS On May 23, 1996, the Company commenced a cash tender offer for any and all $100 million principal amount of its 11% Senior Notes Due August 15, 2000 (the "Notes") at a purchase price determined by reference to a fixed spread of 0.90% over the yield to maturity of the United States Treasury 5.875% Notes due August 15, 1998 (the earliest date on which the Notes may be redeemed by the Company in accordance with their terms) at 3:30 p.m., New York City time, on June 7, 1996, plus accrued and unpaid interest to (but excluding) the date of payment of such purchase price. The tender offer will expire at 12:00 p.m., New York City time, on June 21, 1996, unless it is extended or earlier terminated. Notes purchased pursuant to the tender offer will be paid for in immediately available funds on the third business day after the expiration of the tender offer (or as soon as possible thereafter). Assuming the tender offer expires as described above, it is expected that the purchase price will be paid on June 26, 1996. The Company will purchase the Notes using currently available cash. The retirement of the Notes prior to their maturity would result in a one-time after-tax extraordinary charge against earnings of approximately $12 million, assuming all of the outstanding Notes are purchased upon consummation of the tender offer. The Company's press release announcing the commencement of the tender offer is filed as Exhibit 99 to this Report. ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99 Press Release, dated May 23, 1996, issued by the Company. 2 3 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. DELL COMPUTER CORPORATION Date: May 23, 1996 By: /s/ ALEX C. SMITH --------------------------------- Alex C. Smith, Vice President, Treasurer 3 4 INDEX TO EXHIBITS
EXHIBIT NO. - ----------- 99 Press Release, dated May 23, 1996, issued by the Company
4 EX-99 2 PRESS RELEASE 1 [DELL LOGO] NEWS MEDIA CONTACTS: Michele Moore, Peter Scacco Dell Computer Corporation (512) 728-4100 (media only) Internet: michele_moore@dell.com peter_scacco@dell.com INVESTOR CONTACTS: Don Collis, Robert Williams Dell Computer Corporation (512) 728-8671, (512) 728-7570 DELL COMPUTER CORPORATION COMMENCES CASH TENDER OFFER FOR ITS 11% SENIOR NOTES DUE AUGUST 15, 2000 AUSTIN, TEXAS, MAY 23, 1996 -- Dell Computer Corporation (Nasdaq:DELL) today announced that it has begun a tender offer to purchase for cash the entire $100 million principal amount of its outstanding 11% Senior Notes Due August 15, 2000. Under the terms of the tender offer, the company is offering to purchase the Notes at a price determined at 3:30pm EST on June 7, 1996 by reference to a fixed spread of 0.90% over the yield to maturity of the U.S. Treasury 5.875% notes due August 15, 1998, plus accrued and unpaid interest on the Notes to, but not including, the date of payment. The tender offer is intended to increase the company's financial and operating flexibility and reduce its net interest expense. The retirement of the Notes prior to their maturity would result in a one-time after-tax extraordinary charge against earnings of approximately $12 million, assuming all of the outstanding Notes are purchased. The tender offer will expire at 12:00 midnight, New York City time, on June 21, 1996, unless extended. Payment for tendered Notes will be made in immediately available funds on the third business day following expiration of the tender offer. The company will purchase the Notes using currently available cash. Holders of Notes will have withdrawal rights until the expiration of the offer. - more - 2 DELL COMPUTER CORPORATION COMMENCES CASH TENDER OFFER 2-2-2 Goldman, Sachs & Co. will act as Dealer Managers for the tender offer. The Information Agent is Georgeson & Company Inc., and the Depositary is State Street Bank and Trust Company. Persons with questions regarding the tender offer should contact the Dealer Managers (800-828-3182) or the Information Agent (800-223-2064). A Fortune 500(R) company, Dell Computer Corporation is the world's leading direct marketer of computer systems and one of the largest computer systems manufacturers in the world, based on revenues of $5.8 billion for the past four quarters. Dell designs and customizes products and services to end-user requirements, and offers an extensive selection of peripherals and software through the DellWare(R) program. Information on Dell and its products can be obtained through its toll-free number, 1-800-BUY-DELL (1-800-289-3355) or by accessing the Dell World Wide Web server at http://www.dell.com/. ### Dell is a registered trademark of Dell Computer Corporation. Dell disclaims any proprietary interest in the marks and names of others. -----END PRIVACY-ENHANCED MESSAGE-----