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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires:December 31, 1997
Washington, D.C. 20549 Estimated average burden
hours per form......14.90
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
Apple Computer Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
(CUSIP Number)
Alphonso A. Christian, II, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5696
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 1, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. Page _______ of ________ Pages
-------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Saudi Arabia
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7 SOLE VOTING POWER
6,233,550
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY - 0 -
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 6,233,550
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
----------------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,233,550
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
-2-
<PAGE>
SCHEDULE 13D
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CUSIP No. Page _______ of ________ Pages
---------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mustafa Ibrahim Al-Hejailan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Saudi Arabia
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- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
52,500
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY - 0 -
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 52,500
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
----------------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.0004%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer
-------------------
This statement relates to the Common Stock, no par value (the
"Common Stock") of Apple Computer, Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 1 Infinite Loop, Cupertino, California
95014.
Item 2. Identity and Background
-----------------------
This statement is being filed by His Royal Highness Prince
Alwaleed Bin Talal Bin Abdulaziz Al Saud ("HRH"), an individual, whose business
address is Kingdom Holding Company, P.O. Box 8653, Riyadh, 11492, Kingdom of
Saudi Arabia. HRH is a citizen of the Kingdom of Saudi Arabia. HRH is the
founder and majority owner of Kingdom Holding Company, a Saudi Arabian based
corporation with interests in Saudi Arabian banking, real estate development,
supermarkets, media and broadcasting and the travel industry.
HRH has not during the last five years been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree and final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
This statement also is being filed by Mustafa Ibrahim
Al-Hejailan ("Mr. Al-Hejailan"), an individual, whose business address is
Kingdom Holding Company, P.O. Box 8653, Riyadh, 11492, Kingdom of Saudi Arabia.
Mr. Al-Hejailan is a citizen of the Kingdom of Saudi Arabia and is the Executive
Director-International Office of Kingdom Holding Company.
Mr. Al-Hejailan has not during the last five years been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree and final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.
HRH and Mr. Al-Hejailan may be deemed to be acting as a
"group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934 with regard to the securities of the Issuer.
-4-
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
HRH has acquired a total of 6,233,550 shares of Common Stock
of the Issuer which were purchased in transactions on the Nasdaq National Market
for an aggregate consideration of $115,417,000. The source of such consideration
was HRH's personal funds.
Mr. Al-Hejailan acquired 2,500 shares of Common Stock in June
1993 for an aggregate consideration of $106,950. On April 7, 1997, Mr.
Al-Hejailan purchased a call option for an aggregate consideration of $188,500
giving him the right to acquire 50,000 shares of the Issuer's Common Stock (the
"Call Option"). The source of consideration for each of these transactions was
Mr. Al-Hejailan's personal funds.
Item 4. Purpose of Transaction
----------------------
HRH's purpose in effecting the transactions disclosed in this
statement was to acquire a significant investment position in the Issuer. HRH
has been following the technology industry closely for some time, and the Issuer
in particular for a number of months. HRH believes that there is serious
potential for the Issuer to provide large returns to its stockholders as it did
in the past. HRH intends to review the business, operations and prospects of the
Issuer further before determining any future courses of action or alternatives
with respect to HRH's investment.
HRH, depending upon market conditions and other factors, in
the future, may acquire additional shares of Common Stock or dispose of all or a
portion of the Common Stock which HRH now owns or hereafter may acquire. HRH has
no present plans or proposals that relate to, or would result in, an
extraordinary corporate transaction involving the Issuer or any of its
subsidiaries, a sale or transfer of any of the Issuer's assets, a change in the
present Board of Directors or management of the Issuer, a change in the present
capitalization or dividend policy of the Issuer, any other material change in
the Issuer's business or corporate structure, changes in the Issuer's charter or
bylaws or with respect to the delisting or deregistration of any of the Issuer's
securities.
HRH, however, reserves the right to and may in the future
change HRH's purpose with respect to this investment. In this regard, HRH is
aware of recent press reports that Mr. Lawrence Ellison, a Silicon Valley
software executive, may attempt to acquire control of the Issuer. HRH will
monitor events closely to see what steps are taken by Mr. Ellison, by the
Issuer's current management or by others to improve returns to the Issuer's
stockholders.
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<PAGE>
Mr. Al-Hejailan acquired his 2,500 shares of Common Stock and
the Call Option for investment. Mr. Al-Hejailan entered into the two put options
described in Item 6 below because he believes that they are a good investment.
Mr. Al-Hejailan, depending upon market conditions and other
factors, in the future, may acquire additional shares of Common Stock or dispose
of all or a portion of the Common Stock which Mr. Al-Hejailan now owns or
hereafter may acquire. Mr. Al-Hejailan has no present plans or proposals that
relate to, or would result in, an extraordinary corporate transaction involving
the Issuer or any of its subsidiaries, a sale or transfer of any of the Issuer's
assets, a change in the present Board of Directors or management of the Issuer,
a change in the present capitalization or dividend policy of the Issuer, any
other material change in the Issuer's business or corporate structure, changes
in the Issuer's charter or bylaws or with respect to the delisting or
deregistration of any of the Issuer's securities. Mr. Al-Hejailan, however,
reserves the right to and may in the future change his purpose with respect to
this investment.
Item 5. Interest in Securities of the Issuer
------------------------------------
On April 1, 1997, HRH purchased on the Nasdaq National Market
4,300 shares of Common Stock at a price of $17.55 per share. Such purchase
caused HRH's beneficial ownership to exceed 5% of the outstanding Common Stock.
As a result, as of April 1, 1997, HRH was the beneficial owner of 6,233,550
shares of Common Stock of the Issuer which represents approximately 5% of the
outstanding Common Stock. HRH has the sole power to vote (or to direct the vote)
and the sole power to dispose (or to direct the disposition) of all of these
shares.
HRH has engaged in following other transactions in the
Issuer's Common Stock in the sixty days preceding the purchase reported in the
preceding paragraph:
<TABLE>
<CAPTION>
---------------- ----------------- -------------- ---------------- ----------------- ---------------
Number of Price Number of Price
Date Shares per Share Date Shares per Share
---------------- ----------------- -------------- ---------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
24-Mar-97 19,200 16.363
---------------- ----------------- -------------- ---------------- ----------------- ---------------
17-Mar-97 162,500 16.338 24-Mar-97 17,100 16.399
---------------- ----------------- -------------- ---------------- ----------------- ---------------
18-Mar-97 25,000 16.425 25-Mar-97 5,000 16.393
---------------- ----------------- -------------- ---------------- ----------------- ---------------
18-Mar-97 30,200 16.455 25-Mar-97 160,000 16.425
---------------- ----------------- -------------- ---------------- ----------------- ---------------
18-Mar-97 133,800 16.368 26-Mar-97 20,000 16.425
---------------- ----------------- -------------- ---------------- ----------------- ---------------
19-Mar-97 10,500 16.373 26-Mar-97 12,200 16.393
---------------- ----------------- -------------- ---------------- ----------------- ---------------
19-Mar-97 406,700 16.136 27-Mar-97 2,000,000 19.050
---------------- ----------------- -------------- ---------------- ----------------- ---------------
19-Mar-97 30,000 16.050 31-Mar-97 2,698,550 19.425
---------------- ----------------- -------------- ---------------- ----------------- ---------------
20-Mar-97 300,000 16.071 1-Apr-97 4,300 17.550
---------------- ----------------- -------------- ---------------- ----------------- ---------------
20-Mar-97 30,000 16.175
---------------- ----------------- --------------
20-Mar-97 168,500 16.107
---------------- ----------------- --------------
</TABLE>
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<PAGE>
No person other than HRH has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owed by HRH.
In June 1993, Mr. Al-Hejailan purchased 2,500 shares of Common
Stock of the Issuer. On April 7, 1997, Mr. Al-Hejailan purchased on the American
Stock Exchange the Call Option giving him the right to acquire 50,000 shares of
Common Stock at a per share price of $20 per share. The Call Option, which is
currently exercisable, will expire in January 1998. Accordingly, as of April 7,
1997, Mr. Al-Hejailan is deemed to beneficially own 52,500 shares of Common
Stock. Mr. Al-Hejailan has the sole power to vote (or to direct the vote) and
the sole power to dispose (or to direct the disposition) of the 2,500 shares and
will have such sole power with respect to the 50,000 shares if the Call Option
is exercised. Except as described herein and in Item 6 below, Mr. Al-Hejailan
has not engaged in any other transactions in the Issuer's Common Stock in the
sixty days preceding April 1, 1997.
No person other than Mr. Al-Hejailan has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock beneficially owned by Mr. Al-Hejailan.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
------------------------------------------------------
On April 1, 1997, Mr. Al-Hejailan sold a put option, (the "Put
Option") pursuant to which Mr. Al-Hejailan is obligated to purchase, if such Put
Option is exercised by the holder thereof, 200,000 shares of Common Stock at a
per share price of $20.00 per share. Mr. Al-Hejailan received an aggregate of
$825,000 for entering into the Put Option. On April 4, 1997, Mr. Al-Hejailan
sold a second put option (the "Second Put Option"), pursuant to which Mr.
Al-Hejailan is obligated to purchase, if the Second Put Option is exercised by
the holder thereof, 100,000 shares of Common Stock at a per share price of
$15.00 per share. Mr. Al-Hejailan received an aggregate of $112,500 for entering
into the Second Put Option. Both the Put Option and the Second Put Option expire
in January 1998 and were sold on the American Stock Exchange.
Except as reported above, there are no contracts,
arrangements, understandings, or relationships (legal or otherwise) between HRH
and any persons with respect to any securities of the Issuer or between Mr.
Al-Hejailan and any persons with respect to any securities of the Issuer.
Item 7. Materials to be Filed as Exhibits
--------------------------------
None
-7-
<PAGE>
Signature
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13D is true,
complete and correct.
April 8, 1997 /s/ HRH Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud
- ------------------ -------------------------------------------------------
Date H.R.H. Prince Alwaleed Bin Talal
Bin Abdulaziz Al Saud
April 8, 1997 /s/ Mustafa Ibrahim Al-Hejailan
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Date Mustafa Ibrahim Al-Hejailan
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