-----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, T4dEwwMeP+g8uWxEQ2h5MLCbScCJFKj+hqqTDOhjYM+9zlHZK51K9GCtdEtn0+Ow TNQnGTaUgF97S/MDDiX2Dg== 0001209191-09-051364.txt : 20091106 0001209191-09-051364.hdr.sgml : 20091106 20091106120956 ACCESSION NUMBER: 0001209191-09-051364 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091103 FILED AS OF DATE: 20091106 DATE AS OF CHANGE: 20091106 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PEROT SYSTEMS CORP CENTRAL INDEX KEY: 0000894253 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 752230700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2300 W PLANO PKWY CITY: PLANO STATE: TX ZIP: 75075 BUSINESS PHONE: 9725770000 MAIL ADDRESS: STREET 1: 2300 W PLANO PKWY CITY: PLANO STATE: TX ZIP: 75075 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DELL INC CENTRAL INDEX KEY: 0000826083 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14773 FILM NUMBER: 091163531 BUSINESS ADDRESS: STREET 1: ONE DELL WAY STREET 2: STED CITY: ROUND ROCK STATE: TX ZIP: 78682-2244 BUSINESS PHONE: 5127284737 MAIL ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 FORMER NAME: FORMER CONFORMED NAME: DELL COMPUTER CORP DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dell International L.L.C. CENTRAL INDEX KEY: 0001476297 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14773 FILM NUMBER: 091163530 BUSINESS ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 BUSINESS PHONE: 800-823-9955 MAIL ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 3 1 c91992_3x0.xml MAIN DOCUMENT DESCRIPTION X0203 3 2009-11-03 0 0000894253 PEROT SYSTEMS CORP PER 0000826083 DELL INC ONE DELL WAY ROUND ROCK TX 78682 0 0 1 0 0001476297 Dell International L.L.C. ONE DELL WAY ROUND ROCK TX 78682 0 0 1 0 Class A Common Stock 153227011 I Beneficially owned through indirect, wholly-owned subsidiary In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 20, 2009, by and among Dell Inc., a Delaware corporation ("Dell"), DII - Holdings Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Dell (the "Purchaser"), and Perot Systems Corporation, a Delaware corporation ("Perot Systems"), on October 2, 2009, the Purchaser commenced a cash tender offer (the "Offer") to purchase all outstanding shares of Class A Common Stock, par value $0.01 per share, of Perot Systems (the "Shares") at a price of $30.00 per Share, 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, and in the related Letter of Transmittal, (continued from Footnote 1) each as amended and supplemented from time to time, included as exhibits to the Tender Offer Statement on Schedule TO filed by Dell and the Purchaser with the Securities and Exchange Commission on September 2, 2009. The Offer expired at 12:00 midnight, New York City time, on November 2, 2009. An aggregate of 108,774,629 Shares were validly tendered and not properly withdrawn prior to the expiration of the Offer, representing approximately 87.7% of the Shares outstanding as of November 2, 2009. Dell also received commitments to tender approximately 3,961,266 additional Shares pursuant to the Offer's guaranteed delivery procedures. On November 3, 2009, the Purchaser accepted for payment all validly tendered and not properly withdrawn Shares (including Shares tendered to the depositary pursuant to the Offer's guaranteed delivery procedures). In order to complete the merger of the Purchaser with and into the Company 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. Following the Purchaser's acceptance for payment of all validly tendered and not properly withdrawn Shares on November 3, 2009, pursuant to the terms of the Merger Agreement, the Purchaser merged with and into Perot Systems and each share of common stock, par value $0.01 per share, of the Purchaser that was issued and outstanding immediately prior to the Merger was converted into one share of common stock, par value $0.01 of Perot Systems, as the surviving corporation. As a result of the Merger, Perot Systems became a direct, wholly owned subsidiary of Dell International LLC ("Dell LLC"), which is a direct, wholly owned subsidiary of Dell. As a result of the Merger, Dell and Dell LLC beneficially owned 153,227,011 Shares, representing 100% of the Shares. DELL INC., By: /s/ Janet B. Wright, Assistant Secretary 2009-11-06 DELL INTERNATIONAL LLC, By: /s/ Janet B. Wright, Manager 2009-11-06 -----END PRIVACY-ENHANCED MESSAGE-----