<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Dell Computer Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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<PAGE> 2
1 9 9 5
Notice of
Annual Meeting
and Proxy
Statement
[LOGO]
Dell Computer Corporation
2214 W. Braker Lane, Suite D
Austin, Texas 78758-4053
<PAGE> 3
[LOGO]
DELL COMPUTER CORPORATION
2214 W. BRAKER LANE, SUITE D
AUSTIN, TEXAS 78758-4053
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of Dell
Computer Corporation, to be held on FRIDAY, JULY 21, 1995, at 9:00 A.M. at the
STOUFFER RENAISSANCE AUSTIN HOTEL, 9721 ARBORETUM BOULEVARD, AUSTIN, TEXAS.
The meeting will be held for these purposes:
1. To elect three Class I directors, one Class II director and one Class
III director.
2. To amend Dell Computer Corporation's Certificate of Incorporation in
order to increase the number of authorized shares of Common Stock, par
value $0.01 per share, from 100,000,000 to 300,000,000.
3. To approve the Dell Computer Corporation Executive Incentive Bonus
Plan.
4. To ratify the selection of Price Waterhouse LLP as Dell Computer
Corporation's independent accountants for fiscal 1996.
5. To transact any other business that may properly come before the
meeting.
Stockholders of record at the close of business on June 1, 1995, are entitled
to notice of and to vote at the Annual Meeting of Stockholders and any
adjournment thereof. A complete list of these stockholders will be available
for examination at the offices of Dell Computer Corporation in Austin, Texas,
during normal business hours for ten days before the meeting.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. YOU
MAY REVOKE YOUR PROXY AT ANY TIME BEFORE THE SHARES TO WHICH IT RELATES ARE
VOTED AT THE MEETING.
By Order of the Board of Directors
Thomas B. Green
General Counsel and Secretary
Austin, Texas
June 9, 1995
<PAGE> 4
[LOGO]
DELL COMPUTER CORPORATION
2214 W. BRAKER LANE, SUITE D
AUSTIN, TEXAS 78758-4053
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
The Board of Directors of Dell Computer Corporation ("Dell") requests your
Proxy for the Annual Meeting of Stockholders to be held on July 21, 1995, at
9:00 a.m. at the Stouffer Renaissance Austin Hotel, 9721 Arboretum Boulevard,
Austin, Texas. By executing and returning the enclosed Proxy, you authorize
the persons named on the Proxy to represent you and vote your shares at the
Annual Meeting. The approximate date of mailing of this Proxy Statement and
associated Proxy is June 9, 1995.
If you attend the meeting, you may vote in person. If you are not present at
the Annual Meeting, your shares can be voted only if you have returned a
properly executed Proxy. You may revoke the Proxy in writing at any time
before it is exercised at the Annual Meeting by delivering to the General
Counsel and Secretary of Dell written notice of the revocation or by executing
and delivering to the General Counsel and Secretary of Dell a later-dated
Proxy. Attendance at the Annual Meeting will not be effective to revoke the
Proxy unless written notice of revocation also has been given to the General
Counsel and Secretary of Dell before the Proxy is exercised or you vote your
shares in person at the Annual Meeting.
VOTING AND QUORUM
The only outstanding voting security of Dell is its Common Stock, par value
$0.01 per share. On June 1, 1995, the record date for the Annual Meeting,
there were [__________] shares of Common Stock outstanding and entitled to be
voted at the Annual Meeting.
Each outstanding share of Common Stock is entitled to one vote. The presence,
in person or by proxy, of the holders of a majority of the outstanding shares
of Common Stock entitled to vote on the record date is necessary to constitute
a quorum for the conduct of business at the Annual Meeting. If a quorum is not
present, the stockholders entitled to vote who are present, in person or by
proxy, at the Annual Meeting have the power to adjourn the Annual Meeting from
time to time, without notice other than an announcement at the Annual Meeting,
until a quorum is present. At any adjourned Annual Meeting at which a quorum
is present, any business may be transacted that might have been transacted at
the Annual Meeting as originally notified.
In accordance with Dell's Bylaws, the directors will be elected by a plurality
of the shares of Common Stock present, in person or by proxy, and entitled to
vote at the Annual Meeting. In accordance with Dell's Bylaws, the approval of
the Dell Computer Corporation Executive Incentive Bonus Plan (the "Executive
Incentive Bonus Plan") and the ratification of the selection of Dell's
independent accountants require the affirmative vote of a majority of the
shares of Common Stock present and entitled to vote at the Annual Meeting. In
accordance with Delaware law, the approval of the proposed amendment to Dell's
Certificate of Incorporation requires the affirmative vote of a majority of the
outstanding shares of Common Stock. Abstentions and broker non-votes will
count in determining whether a quorum is present at the Annual Meeting. An
automated system administered by Dell's transfer agent will tabulate the votes
cast at the
1
<PAGE> 5
Annual Meeting. For purposes of the election of directors, neither abstentions
nor broker non-votes will have any effect on the outcome of the vote. For
purposes of the approval of the Executive Incentive Bonus Plan and the
ratification of the selection of Dell's independent accountants, abstentions
will have the same effect as votes against these proposals and broker non-votes
will not have any effect on the outcome of the vote. For purposes of the
approval of the proposed amendment to Dell's Certificate of Incorporation, both
abstentions and broker non-votes will have the same effect as votes against
this proposal.
Proxies in the accompanying form that are properly executed and returned will
be voted at the Annual Meeting in accordance with the instructions on the
Proxy. Any properly executed Proxy on which there are no instructions
indicated about a specified proposal will be voted as follows: FOR the
election of the five persons named in this Proxy Statement as the Board of
Directors' nominees for election to the Board of Directors; FOR the approval of
the proposed amendment to Dell's Certificate of Incorporation; FOR the approval
of the Executive Incentive Bonus Plan; FOR the ratification of the selection of
Price Waterhouse LLP as Dell's independent accountants; and in accordance with
the discretion of the holders of the Proxy on any other business that properly
comes before the stockholders at the Annual Meeting. The Board of Directors
knows of no matters, other than those previously mentioned, to be presented for
consideration at the Annual Meeting. The persons named in the Proxy may also,
at their discretion, vote the Proxy to adjourn the Annual Meeting from time to
time.
ITEM ONE
ELECTION OF DIRECTORS
The Board of Directors has designated the following nominees for election as
Class I, II or III directors of Dell:
<TABLE>
<CAPTION>
Class I Directors Class II Director Class III Director
----------------- ----------------- ------------------
<S> <C> <C>
Donald J. Carty Klaus S. Luft Michael A. Miles
Paul O. Hirschbiel, Jr.
Thomas W. Luce III
</TABLE>
If elected at the Annual Meeting, each nominee for election as a Class I
director will serve until the expiration of his term at the 1998 Annual Meeting
and until his successor is elected and qualified; the nominee for election as a
Class II director will serve until the expiration of his term at the 1996
Annual Meeting and until his successor is elected and qualified; the nominee
for election as a Class III director will serve until the expiration of his
term at the 1997 Annual Meeting and until his successor is elected and
qualified. Each nominee is currently a director of Dell. For information
regarding each nominee, see "Directors and Executive Officers."
The Board of Directors has no reason to believe that any of its nominees will
be unable or unwilling to serve if elected. If, however, a nominee becomes
unable or unwilling to serve, your Proxy will be voted for the election of a
substitute nominee recommended by the current Board of Directors or, if the
current Board of Directors so determines, the number of Dell's directors will
be reduced.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF
THE NOMINEES LISTED ABOVE.
2
<PAGE> 6
ITEM TWO
PROPOSED AMENDMENT TO
CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
The Board of Directors has determined that it is in the best interests of
Dell's stockholders to amend Article Fourth of Dell's Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
100,000,000 to 300,000,000. Accordingly, the Board of Directors has
unanimously approved the proposed amendment and has directed that it be
submitted to the stockholders for approval at the Annual Meeting.
As of June 1, 1995, the record date for the Annual Meeting, Dell had
100,000,000 authorized shares of Common Stock, $0.01 par value, of which
[_____________________] shares were outstanding and [_______________] shares
were reserved for issuance pursuant to Dell's existing stock-based compensation
plans or upon conversion of outstanding shares of Dell's preferred stock. The
Board of Directors believes that it is in the best interests of Dell's
stockholders to increase the number of authorized shares of Common Stock in
order to have additional authorized but unissued shares available for issuance
to meet business needs as they arise. The additional authorized shares could
be used for any proper purpose approved by the Board of Directors. The Board
of Directors believes that the availability of additional shares of authorized
Common Stock will provide Dell the flexibility it may need in the future to
raise capital, negotiate acquisitions, restructure debt, issue stock dividends,
consummate stock splits, or for other corporate purposes.
The additional shares of Common Stock to be authorized pursuant to the proposed
amendment would allow shares to be issued without the expense and delay of a
special stockholders' meeting. The Board of Directors does not presently
intend to seek further stockholder approval to issue any such shares, except as
may be required by applicable law or the rules of any stock exchange or
automated quotation system on which Dell's securities may be listed or traded.
The issuance by Dell of additional shares of Common Stock may, depending upon
the context in which they are issued, dilute the stock ownership of the
existing stockholders of Dell. Dell's stockholders do not have any preemptive
or similar rights to subscribe for or purchase any additional shares of Common
Stock that may be issued in the future. In addition, the issuance of
additional shares could have the effect of making it more difficult for a third
party to acquire a majority of the outstanding voting stock of Dell, thereby
delaying, deferring or preventing a change in control of Dell. Dell has no
arrangements, agreements or understandings at the present time for the issuance
or use of the additional shares of Common Stock to be authorized.
In accordance with Delaware law, if approved by the stockholders, the proposed
amendment will become effective upon the filing of a certificate of amendment
relating thereto with the Secretary of State of Delaware, which will occur as
promptly as practicable after the date of the Annual Meeting. The full text of
the proposed amendment to Article Fourth of Dell's Certificate of Incorporation
is set forth in Appendix A.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE PROPOSED
AMENDMENT TO DELL'S CERTIFICATE OF INCORPORATION.
3
<PAGE> 7
ITEM THREE
APPROVAL OF EXECUTIVE INCENTIVE BONUS PLAN
The Board of Directors unanimously approved the adoption of the Executive
Incentive Bonus Plan on March 1, 1995. In general, Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"),
restricts a publicly traded company from claiming and receiving a tax deduction
on compensation paid to an executive officer named in the company's summary
compensation table in excess of $1 million for any year, unless such
compensation is performance-based and paid pursuant to a plan approved by the
stockholders. In order to ensure that payments made pursuant to the Executive
Incentive Bonus Plan are tax deductible for purposes of Section 162(m) of the
Internal Revenue Code, the Board of Directors has directed that the Executive
Incentive Bonus Plan be submitted for approval by the stockholders. A
description of the Executive Incentive Bonus Plan, including information
regarding the persons eligible for participation in the plan and the tax
effects of the plan, is set forth under "Executive Incentive Bonus Plan."
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL OF
THE EXECUTIVE INCENTIVE BONUS PLAN.
ITEM FOUR
SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Price Waterhouse LLP as Dell's independent
accountants for fiscal 1996, subject to ratification by Dell's stockholders.
Price Waterhouse LLP has been Dell's independent accountants for each fiscal
year beginning with fiscal 1987. Dell expects that representatives of Price
Waterhouse LLP will be present at the Annual Meeting to respond to appropriate
questions and will have an opportunity to make a statement if they desire to do
so.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION
OF THE SELECTION OF PRICE WATERHOUSE LLP.
4
<PAGE> 8
DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors of Dell consists of one person who is an employee of
Dell and eight persons who are outside directors. The executive officers and
directors of Dell, and their ages as of May 18, 1995, are:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Michael S. Dell 30 Chairman of the Board, Chief Executive Officer, and
Director
Hiroshi Fukino 53 Vice President, General Manager - Japan
Thomas B. Green 40 General Counsel and Secretary
Eric F. Harslem 49 Senior Vice President, Product Group
Dalton W. Kaye 32 Vice President, Treasurer
Phillip E. Kelly 37 Vice President, General Manager - Asia/Pacific
Thomas J. Meredith 44 Chief Financial Officer
Martyn R. Ratcliffe 33 Vice President, General Manager - Europe
Julie A. Sackett 51 Vice President, Human Resources
Richard N. Snyder 50 Senior Vice President, General Manager of
Dell Americas
Thomas L. Thomas 46 Chief Information Officer
Catherine P. Thompson 42 Vice President, Corporate Controller
Morton L. Topfer 58 Vice Chairman
Donald J. Carty 48 Director
Paul O. Hirschbiel, Jr. 42 Director
Michael H. Jordan 58 Director
George Kozmetsky 77 Director
Thomas W. Luce III 54 Director
Klaus S. Luft 53 Director
Claudine B. Malone 59 Director
Michael A. Miles 55 Director
</TABLE>
Dell has classified its board of directors into three classes. Directors in
each class are elected to serve for three-year terms and until their
successors are elected and qualified. Each year, the directors of one class
stand for election as their terms of office expire. Messrs. Carty, Hirschbiel,
and Luce are designated as Class I directors, and their terms of office expire
at the 1995 Annual Meeting. Messrs. Dell, Jordan and Luft are designated as
Class II directors, and their terms of office expire at the 1996 Annual Meeting
(assuming Mr. Luft is elected at the 1995 Annual Meeting). Mr. Kozmetsky, Ms.
Malone and Mr. Miles are designated as Class III directors, and their terms of
office expire at the 1997 Annual Meeting (assuming Mr. Miles is elected at the
1995 Annual Meeting).
Executive officers serve at the discretion of the Board of Directors.
Set forth below are descriptions of the principal occupations of Dell's
executive officers and directors.
Michael S. Dell is Dell's founder and has been Chairman of the Board, Chief
Executive Officer and a director of Dell since May 1984.
5
<PAGE> 9
Hiroshi Fukino was named Vice President, General Manager - Japan, in May 1995.
He joined Dell in September 1994 as Chairman and Representative Director of
Dell Computer K.K., the Japanese subsidiary of Dell. Prior to joining Dell,
Mr. Fukino served as Chairman and Chief Executive Officer of Seiko Instruments
USA Inc., where he was employed for 19 years.
Thomas B. Green joined Dell in August 1994 as General Counsel and Secretary.
Before joining Dell, Mr. Green served as Executive Vice President, General
Counsel and Secretary for Chicago Title & Trust Company, a wholly-owned
subsidiary of Alleghany Corporation, where he was employed from October 1992 to
July 1994. Prior to that, he was Executive Vice President and General Counsel
for Trammell Crow Company from October 1990 to October 1992. From February 1989
to October 1990, Mr. Green was employed by Jones, Day, Reavis & Pogue, last
serving as a partner in that firm.
Eric F. Harslem joined Dell in June 1993 as Senior Vice President, Product
Group. Before joining Dell, he was Vice President of the Macintosh Desktop
Division of Apple Computer Corporation, where he was employed since 1983.
Dalton W. Kaye joined Dell in November 1989 as Manager of Treasury Operations.
Since such time, he has served as Director of Treasury and is currently serving
as Vice President, Treasurer. In May 1995, Mr. Kaye was named an executive
officer of Dell. Prior to joining Dell, he held treasury management positions
with Commodore Computer and Electronic Data Systems.
Phillip E. Kelly joined Dell in November 1994 as Vice President, General
Manager - Asia/Pacific. Prior to his employment with Dell, Mr. Kelly held a
series of positions during a 14 year career with Motorola, Inc., last serving
as Vice President and General Manager for the North Asia Division of Motorola's
Land Mobile Products Sector, based in Hong Kong.
Thomas J. Meredith joined Dell in November 1992 as Chief Financial Officer. He
also served as Treasurer of Dell from November 1992 until March 1994. From
April 1990 to November 1992, he was Vice President and Treasurer of Sun
Microsystems, Inc. Before joining Sun, Mr. Meredith held financial positions
with Amdahl Corporation, most recently as President of Amdahl Capital
Corporation.
Martyn R. Ratcliffe joined Dell in January 1994 as Vice President, Europe, and
was named Vice President, General Manager - Europe, in March 1995. Prior to
joining Dell, Mr. Ratcliffe served as the President and Chief Operating Officer
of Zeos International Ltd. from November 1992 to December 1993. He was the
Chief Operating Officer of VTech Computers from February 1992 to October 1992.
Prior to his employment with VTech, Mr. Ratcliffe held several positions from
June 1988 to December 1991 with Technophone Ltd. and Nokia Mobile Phones, which
acquired Technophone Ltd.
Julie A. Sackett joined Dell in November 1994 as Vice President, Human
Resources. Before joining Dell, Ms. Sackett was employed from October 1992 to
November 1994 by Sequent Computer Systems, Inc., where she served as Vice
President of Human Resources. Prior to her employment with Sequent, she held a
series of human resource management positions during an 18 year career with
Motorola, Inc., including Vice President of Compensation and Benefits and Vice
President of Personnel Services for Motorola's Semiconductor Sector, and Vice
President and Director of Human Resources and Security for that company's
Government Electronics Group.
Richard N. Snyder joined Dell in February 1995 as Senior Vice President,
General Manager of Dell Americas. Before joining Dell, Mr. Snyder was General
Manager of the DeskJet Printer Group at Hewlett-Packard Co., where he was
employed for 22 years.
6
<PAGE> 10
Thomas L. Thomas joined Dell in March 1993 as Chief Information Officer. From
March 1987 through February 1993, Mr. Thomas was Vice President and Chief
Information Officer of Kraft Commercial Products, a division of Philip Morris
Companies Inc.
Catherine P. Thompson joined Dell in August 1993 as Vice President, Internal
Audit. She was named Vice President, Corporate Controller, in May 1995. Prior
to joining Dell, Ms. Thompson was employed by the accounting firm of Arthur
Andersen & Co. for 12 years, last serving as a partner.
Morton L. Topfer joined Dell in June 1994 as Vice Chairman. In this position
Mr. Topfer shares the office of the Chief Executive Officer with Michael Dell.
Prior to being elected to his position at Dell, Mr. Topfer was employed by
Motorola, Inc. for 23 years, last serving as Corporate Executive Vice President
of Motorola, Inc. and President of Motorola's Land Mobile Products Sector. He
is a member of the board of directors of Norand Corp.
Donald J. Carty was elected to the Board of Directors of Dell in December 1992.
Mr. Carty was named President of American Airlines, Inc., a subsidiary of AMR
Corporation, and President of AMR's Airline Group in March 1995. He continues
to serve as Executive Vice President of AMR Corporation. From October 1989 to
March 1995, Mr. Carty also held the positions of Chief Financial Officer of AMR
Corporation and Executive Vice President, Finance & Planning for American
Airlines, Inc. He has held senior vice presidential positions with American
Airlines, Inc. since 1988.
Paul O. Hirschbiel, Jr. has been a director of Dell since October 1987. Mr.
Hirschbiel became a director of Dell pursuant to the terms of the Stock
Purchase Agreement, dated October 26, 1987, that was entered into between Dell
and the purchasers of an issue of Dell preferred stock. Mr. Hirschbiel has been
a vice president or director of Prudential Equity Investors, Inc. (formerly
Prudential Venture Capital Management, Inc.) since September 1983.
Michael H. Jordan was elected to the Board of Directors of Dell in December
1992. Since July 1993 he has been Chairman and Chief Executive Officer of
Westinghouse Electric Corporation. From September 1992 through June 1993, he
was a principal with the investment firm of Clayton, Dubilier and Rice. From
December 1990 through July 1992, he was Chairman of PepsiCo International. From
December 1986 to December 1990, he was Chairman of PepsiCo World-Wide Foods. He
is a member of the boards of directors of Aetna Life & Casualty Co., Melville
Corp. and Rhone-Poulenc Rorer Inc.
George Kozmetsky has been a director of Dell since March 1987. Mr. Kozmetsky
has been Executive Associate for Economic Affairs of The University of Texas
System since 1966 and Director of the IC2 Institute of The University of Texas
at Austin since 1977.
Thomas W. Luce III was elected to the Board of Directors of Dell in November
1991. Mr. Luce is a partner of the law firm Hughes & Luce, L.L.P., in Dallas,
Texas, and has been affiliated with the firm since 1973. From October 1991
through April 1992, Mr. Luce was Chairman of the Board and Chief Executive
Officer of First Southwest Company, a Dallas-based investment firm that is a
member of the National Association of Securities Dealers, Inc. He is a member
of the board of directors of Enserch Corporation.
Klaus S. Luft was elected to the Board of Directors of Dell in March 1995. He
is the owner and the President of MATCH -- Market Access for Technology
Services GmbH, a private company headquartered in Munich, Germany. MATCH
provides sales and marketing services to high technology companies. Mr. Luft
also serves as International Advisor to Goldman Sachs Europe Limited. Prior to
establishing his own company, he was Chief Executive Officer until November
1989 for Nixdorf Computer AG, a manufacturer of computer systems in
7
<PAGE> 11
Paderborn, Germany. During his 23 years with Nixdorf, Mr. Luft held executive
board positions in marketing, manufacturing and finance for more than 17 years
before becoming Chief Executive Officer.
Claudine B. Malone was elected to the Board of Directors of Dell in February
1993. Ms. Malone is President of Financial & Management Consulting, Inc., a
firm she founded in 1982. She also taught at the business schools of the
University of Virginia, Harvard, and Georgetown University. Ms. Malone is a
trustee of the Massachusetts Institute of Technology and the Deputy Chairman of
the Federal Reserve Bank of Richmond. She is a member of the boards of
directors of Hannaford Brothers Co., Hasbro, Inc., Houghton Mifflin Corp.,
Lafarge Corp., The Limited, Inc., Mallinckrodt Group Inc., Penn Mutual Life
Insurance Co., SAIC and Union Pacific Corporation.
Michael A. Miles was elected to the Board of Directors of Dell in February
1995. Mr. Miles is a special limited partner in the investment firm of
Forstmann Little and Co. From September 1991 to July 1994, he was Chairman of
the Board and Chief Executive Officer of Philip Morris Companies Inc. Prior to
assuming that position, Mr. Miles was Vice Chairman and a member of the board
of directors of Philip Morris Companies Inc. and Chairman and Chief Executive
Officer of Kraft General Foods, Inc., positions he held since December 1989. He
is also a member of Chase Manhattan's International Advisory Committee and a
trustee of Northwestern University. Mr. Miles is a member of the boards of
directors of Dean Witter, Discover & Co., Sears, Roebuck and Co. and Time
Warner Inc.
MEETINGS AND COMMITTEES OF DIRECTORS
The Board of Directors of Dell held seven meetings during fiscal 1995. No
director attended fewer than 75% of the aggregate of the total number of
meetings of the Board of Directors and the total number of meetings held by all
committees of the Board of Directors on which that director served.
Dell's Board of Directors has four standing committees: the Audit Committee,
the Compensation Committee, the Finance Committee, and the Nominating
Committee.
The Audit Committee is responsible for approving the scope of the annual audit
and for making recommendations to the Board of Directors concerning the
selection of Dell's independent accountants. The Audit Committee also reports
to the Board of Directors concerning Dell's internal accounting controls,
factors that may affect the integrity of Dell's financial reports, compliance
by Dell management and employees with Dell policies, and other matters. During
fiscal 1995, the members of the Audit Committee were Mr. Carty (Chairman), Mr.
Kozmetsky and Mr. Luce. This committee met five times during fiscal 1995.
The Compensation Committee is responsible for determining the compensation for
Dell's senior management and establishing compensation policies for Dell
employees generally. The Compensation Committee also administers Dell's
stock-based compensation plans and employee stock purchase plan. During fiscal
1995, the members of this committee were Ms. Malone (Chairperson) and Mr.
Jordan. The Compensation Committee held seven meetings during fiscal 1995.
The Finance Committee is responsible for considering and recommending to the
full Board of Directors proposed strategies, policies and actions related to
finance and economics. During fiscal 1995, the members of the Finance
Committee were Mr. Hirschbiel (Chairman), Mr. Carty and Ms. Malone. This
committee met three times during fiscal 1995.
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<PAGE> 12
The Nominating Committee is responsible for recruiting and recommending for
membership on the Board of Directors candidates to fill vacancies that may
occur and for recommending to the Chairman of the Board the structure and
membership of the committees of the Board of Directors. During fiscal 1995,
the members of the Nominating Committee were Mr. Kozmetsky (Chairman) and Mr.
Dell. This committee met once during fiscal 1995. In recommending candidates
to the Board of Directors, the Nominating Committee seeks persons of proven
judgment and experience. Stockholders who wish to suggest qualified candidates
may write to the General Counsel and Secretary, Dell Computer Corporation, 2214
W. Braker Lane, Suite D, Austin, Texas 78758-4053, stating in detail the
qualifications of the persons they recommend.
MANAGEMENT COMPENSATION
COMPENSATION OF DIRECTORS
Directors of Dell who are not employees are compensated for their services. In
fiscal 1995, each outside director received an annual retainer of $25,000, plus
$1,000 for each meeting of the Board of Directors attended in person. The
outside directors are also entitled to initial and annual grants of options to
buy 15,000 and 6,000 shares of Common Stock, respectively. Dell provides its
outside directors with the ability to defer receipt of all or a portion of the
annual cash retainer, as well as the ability to elect to receive annual grants
of stock options in lieu of all or a portion of the annual cash retainer. Dell
also reimburses directors for their reasonable expenses associated with
attending Board of Directors meetings, and provides its directors with
liability insurance.
The following table sets forth the cash payments and stock option grants that
were made to Dell's outside directors during fiscal 1995.
<TABLE>
<CAPTION>
CASH
NAME PAYMENTS OPTIONS GRANTED (A)
- ---------------------- -------- -------------------
<S> <C> <C>
Mr. Carty ........... $29,000 6,000 Shares
Mr. Hirschbiel ....... $29,000 6,000 Shares
Mr. Jordan ........... $29,000 6,000 Shares
Mr. Kozmetsky ........ $29,000 6,000 Shares
Mr. Luce ............ $29,000 6,000 Shares
Mr. Luft ............ n/a n/a(b)
Ms. Malone ........... $29,000 6,000 Shares
Mr. Miles ........... n/a n/a(b)
</TABLE>
_______________
(a) These options were granted on August 19, 1994, with an exercise price
of $34.19 per share. Twenty percent of these options become
exercisable on the anniversary of the date of grant in each of the
first five years if the person has been a director of Dell
continuously through that anniversary date, and all options expire on
the tenth anniversary of the date of grant.
(b) Messrs. Miles and Luft were elected to Dell's Board of Directors in
February 1995 and March 1995, respectively. Both members were in
attendance at the March 1, 1995 Board of Directors meeting and
9
<PAGE> 13
have received an initial stock option grant of 15,000 options with an
exercise price of $40.25 per share and $1,000 for attendance at the
meeting.
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
The following table summarizes the compensation paid during the last three
fiscal years to Dell's Chief Executive Officer and Dell's four most highly
compensated executive officers other than the Chief Executive Officer.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION($)(A) COMPENSATION
--------------------------------------- ----------
AWARDS
----------
SECURITIES
UNDERLYING
NAME AND FISCAL OTHER ANNUAL OPTIONS/ ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION SARS(#)(B) COMPENSATION($)(C)
- ------------------------- ---- -------- -------- ------------ ---------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Michael S. Dell 1995 $374,850 $443,182 $92,789 (d) 0 $10,308
Chairman of the Board, 1994 358,994 0 33,844 (d) 0 13,614
Chief Executive Officer 1993 337,019 198,668 3,696 (d) 0 11,600
Morton L. Topfer 1995 300,000 266,015 82,039 (e) 207,500(i) 4,400
Vice Chairman 1994 -- -- -- -- --
1993 -- -- -- -- --
Eric F. Harslem 1995 345,125 306,028 83,802 (f) 21,759 4,620
Senior Vice President, 1994 196,250 0 293,472 (f) 130,800 0
Product Group 1993 -- -- -- -- --
Thomas J. Meredith 1995 277,894 246,414 71,048 (g) 16,076 9,785
Chief Financial Officer 1994 265,000 0 178,457 (g) 31,433 9,744
1993 55,208 34,284 115,000 (g) 125,000 0
L. Scott Flaig (j) 1995 314,437 209,113 11,556 (h) 18,990 5,177
Former Senior Vice 1994 300,000 0 224,522 (h) 32,000 1,873
President, Corporate 1993 51,359 29,325 148,000 (h) 100,000 0
Operations
</TABLE>
- ---------------
(a) Includes deferred compensation.
(b) Dell did not grant any SARs to executive officers in fiscal 1993-1995.
(c) These amounts represent Dell's matching contributions under Dell's
401(k) plan and deferred compensation plan.
(d) Amount represents reimbursement for personal financial counseling
services paid for by Dell.
(e) Amount is comprised of the following: reimbursement for personal
financial counseling services paid for by Dell, $7,496; and relocation
expenses, $74,543.
(f) Amount is comprised of the following: (i) for fiscal 1995 --
reimbursement for personal financial counseling services paid for by
Dell, $23,457; relocation expenses, $58,861; and imputed interest
10
<PAGE> 14
on a below market loan, $1,484; and (ii) for fiscal 1994 --
reimbursement for personal financial counseling services paid for by
Dell, $2,825; relocation expenses, $151,947; and a signing bonus,
$138,700.
(g) Amount is comprised of the following: (i) for fiscal 1995 --
reimbursement for personal financial counseling services paid for by
Dell, $68,779; and imputed interest on a below market loan, $2,269;
(ii) for fiscal 1994 -- reimbursement for personal financial
counseling services paid for by Dell, $17,125; and relocation
expenses, $161,332; and (iii) for fiscal 1993 -- relocation expenses,
$10,000; and a signing bonus, $105,000.
(h) Amount is comprised of the following: (i) for fiscal 1995 --
reimbursement for personal financial counseling services paid for by
Dell, $10,694; and imputed interest on a below market loan, $862; (ii)
for fiscal 1994 -- reimbursement for personal financial counseling
services paid for by Dell, $12,992; and relocation expenses, $211,530;
and (iii) for fiscal 1993 -- relocation expenses, $10,000; and a
signing bonus, $138,000.
(i) See notes (d) and (e) to the "Option/SAR Grants in Last Fiscal Year"
table below.
(j) Mr. Flaig resigned from his position as an executive officer of Dell
on April 28, 1995.
Option/SAR Grants in Last Fiscal Year
Dell has one active long-term incentive plan, the Incentive Plan, under which
up to 4,500,923 shares may be issued. The plan authorizes the grant of:
incentive stock options with exercise prices no lower than the fair market
value of the underlying stock on the date of grant; nonqualified stock options
and stock appreciation rights at exercise prices no lower than 50% of fair
market value; and other stock awards. At January 29, 1995, 2,409,614 shares of
Common Stock remained available for issuance pursuant to awards to be granted
under the Incentive Plan. The following table sets forth information regarding
the stock option grants Dell made to the named executive officers during fiscal
1995.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED
UNDERLYING TO
OPTIONS/ EMPLOYEES EXERCISE MARKET GRANT DATE
GRANT SARS IN FISCAL PRICE PRICE ON EXPIRATION PRESENT
NAME DATE GRANTED(A) YEAR ($/SH) GRANT DATE DATE VALUE(B)
- --------------------- ---- ---------- ---- ----- ---------- ---- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael S. Dell 0 n/a n/a n/a n/a n/a
Morton L. Topfer 6/1/94 33,750(c) 1.56% $28.19 $28.19 6/1/04 $488,025
6/1/94 70,000(d) 3.24 0.01 28.19 6/1/04 1,972,600
6/1/94 70,000(e) 3.24 0.01 28.19 6/1/04 1,972,600
6/29/94 33,750(f) 1.56 26.00 26.00 6/29/04 429,300
Eric F. Harslem 6/29/94 21,759(f) 1.01 26.00 26.00 6/29/04 276,774
Thomas J. Meredith 6/29/94 16,076(f) 0.74 26.00 26.00 6/29/04 204,487
L. Scott Flaig 6/29/94 18,990(f) 0.88 26.00 26.00 6/29/04 241,553
</TABLE>
- ---------------
11
<PAGE> 15
(a) Dell did not grant any SARs to executive officers in fiscal 1995.
(b) The estimated grant date present value is determined using the
Black-Scholes Model for all options with exercise prices not equal to
$0.01 per share. The material assumptions and adjustments incorporated
in the Black-Scholes Model in estimating the values of the options
reflected in the table include the following: (i) an exercise price of
the option equal to the fair market value of the underlying stock on
the date of grant; (ii) an interest rate that represents the interest
rate on a U.S. Treasury security on the date of grant with a maturity
date corresponding to that of the option term; (iii) volatility
calculated using daily stock prices for the one-year period prior to
the grant date; (iv) dividends at the rate of $0 per share (any
dividends paid would reduce the value of the options); (v) an option
term of 10 years; and (vi) an approximate 35% reduction to reflect the
probability of forfeiture due to termination prior to vesting and the
probability of a shortened option term due to termination of
employment prior to the option expiration date. For the options with
an exercise price equal to $0.01 per share, the estimated grant date
present value is determined using the market price on the grant date
less the $0.01 exercise price. The ultimate values of the options will
depend on the future market prices of Common Stock, which cannot be
forecast with reasonable accuracy. The actual value, if any, that an
optionee will recognize upon exercise of an option will depend on the
excess of the market value of the Common Stock over the exercise price
on the date the option is exercised.
(c) These options vest 25% each year for four years on the anniversary of
the date of grant.
(d) These options are structured to be the equivalent of restricted stock:
the exercise price is nominal ($0.01 per share), a portion of the
options must be exercised each calendar year, and gains on the options
and the stock received on exercise may be forfeited if Mr. Topfer
leaves Dell and competes against Dell within two years thereafter. The
options vest 25% each year for four years on the anniversary of the
date of grant.
(e) These options are structured to be the equivalent of restricted stock:
the exercise price is nominal ($0.01 per share), options must be
exercised in the calendar year in which the options vest, and gains on
the options and the stock received on exercise may be forfeited if Mr.
Topfer leaves Dell and competes against Dell within two years
thereafter. The options vest 100% after nine years on the anniversary
of the date of grant. These options are subject to early vesting,
potentially within four years, if certain performance criteria
relating to stockholder return are met.
(f) These options vest 20% each year for five years on the anniversary of
the date of grant.
12
<PAGE> 16
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
The following table provides information about the options exercised by the
named executive officers during fiscal 1995 and about unexercised stock options
held by the named executive officers on January 29, 1995.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE
UNDERLYING OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FY-END(#) FY-END($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISEABLE(A) UNEXERCISABLE(A)
- ------------------------------ ----------- ----------- ----------------- ----------------
<S> <C> <C> <C> <C>
Michael S. Dell 0 $0 0/ $0/
0 0
Morton L. Topfer 0 0 0/ 0/
207,500 6,849,024
Eric F. Harslem 25,000 816,156 6,160/ 119,061/
121,399 3,957,008
Thomas J. Meredith 20,000 793,550 25,886/ 271,448/
96,623 2,739,875
L. Scott Flaig 8,336 327,105 16,000/ 210,971/
101,654 3,397,589
</TABLE>
- ---------------
(a) Dell did not have any outstanding SARs held by executive officers
during fiscal 1995. The value of the options is calculated based on
$41.83, which was the average sales price per share for Common Stock
on January 27, 1995.
EMPLOYMENT, OTHER COMPENSATION, AND CHANGE-IN-CONTROL ARRANGEMENTS
Each of the named executive officers has signed an employment agreement with
Dell. In most cases, the employment agreements require Dell to give an
executive officer either two weeks notice of termination or severance pay equal
to two weeks of such officer's compensation, unless the termination is for
cause. Mr. Dell's employment agreement provides that he will be employed for
successive one-year renewal terms, subject to termination at any time at the
option of Mr. Dell upon 30 days written notice.
Dell's 1989 and 1993 Stock Option Plans provide that outstanding options
granted under these respective stock option plans may become vested and
exercisable as of the day immediately preceding the date before any person
acquires 50% or more of Dell's outstanding Common Stock. The Incentive Plan
includes provisions governing the effects on outstanding awards granted under
the plan upon the occurrence of a dissolution, liquidation, merger,
consolidation or other reorganization of Dell, including a provision that
permits Dell to allow for the preservation of the rights of the holders of
awards in the event of such reorganization or providing for the accelerations
of vesting and exercisability of awards.
Dell has an Employee Stock Purchase Plan that permits substantially all
employees to acquire Dell's Common Stock at the end of each period at a
purchase price of 85% of the lower of the fair market value at the beginning or
the end of the participation period. Periods are semi-annual and begin on
January 1 and July 1 of each year. Employees may designate up to 10% of their
base compensation for the purchase of Common Stock. The Compensation Committee
administers the Employee Stock Purchase Plan.
13
<PAGE> 17
Dell has a defined contribution retirement plan which complies with Section
401(k) of the Internal Revenue Code. Substantially all employees who have
completed three months of service are eligible to participate in the plan.
Effective January 1, 1995, the plan was amended to provide for matching
contributions made by Dell of 100% of the employees' voluntary contributions,
up to a maximum of 3% of the employees' compensation, and to reduce the service
period to three months. Prior to the change, the plan provided for matching
contributions made by Dell of 50% of the employees' voluntary contributions, up
to a maximum of 6% of the employees' compensation, and required a service
period of six months. Dell makes its contributions using Common Stock valued
at fair market value on the date of contribution. Employees may also
contribute amounts in excess of the 3% up to 15% of compensation, but no
matching contributions are made for the excess contributions.
Dell has a deferred compensation plan for executive officers and highly
compensated employees that allows the participants to defer a portion of their
compensation. Employees may contribute up to 6% of compensation and receive
matching contributions in cash of 50% of the voluntary contributions.
Employees may contribute amounts in excess of the 6%, but no matching
contributions are made for the excess contributions. Both deferred
compensation and matching contributions are not segregated from Dell's other
assets.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Dell's mission is to become the leader in the personal computer industry by
providing products and services of the highest value to its customers. To
accomplish this objective, Dell has developed a comprehensive business strategy
that emphasizes long-term stockholder value, corporate cash flow, earnings, and
customer and employee satisfaction.
COMPENSATION PHILOSOPHY
The Compensation Committee (the "Committee") is committed to implementing a
compensation program that furthers Dell's mission. We therefore adhere to the
following compensation policies, which are intended to facilitate the
achievement of Dell's business strategies:
- -- Executives' total compensation programs should strengthen the
relationship between pay and performance by emphasizing variable,
at-risk compensation that is dependent upon the level of success in
meeting specified corporate, business unit, and individual performance
goals.
- -- A significant amount of pay for senior executives should be comprised
of long-term, at-risk pay to focus management on the long-term
interests of stockholders.
- -- The at-risk components of pay offered should be comprised primarily of
equity-based pay opportunities. Encouraging a personal proprietary
interest provides executives with a close identification with Dell and
aligns executives' interests with those of the stockholders. This
promotes a continuing focus on building profitability and stockholder
value.
- -- Compensation opportunities should enhance Dell's ability to attract,
retain, and encourage the development of exceptionally knowledgeable
and experienced executives upon whom, in large part, the successful
operation and management of Dell depends.
- -- Each program element should target compensation opportunities at the
median of compensation paid to executives of similar high-tech
companies. However, if Dell's performance exceeds that of its peers,
compensation should be above the median. Likewise, if Dell's
performance falls below
14
<PAGE> 18
the performance of its peers, the compensation paid to the senior
executives should be below the median compensation paid by the peer
group.
The Committee compares total compensation levels for Dell's senior executives
to the compensation paid to executives of a peer group of similar high-tech
companies. Each year, management selects the peer group based on similar sales
volumes, market capitalization, employment levels, and lines of business. The
Committee reviews and approves the selection of companies used in the peer
group for compensation comparison purposes. For fiscal 1995, the peer group
consisted of approximately 20 high-tech companies, and is basically unchanged
from 1994's comparison group. As in the past, this group is not the same group
used for the industry comparison in the performance graph found in "Performance
Graph."
COMPONENTS OF COMPENSATION
The key elements of Dell's executive compensation program are base salary,
short-term (annual) incentive compensation, and long-term incentive
compensation. These elements are addressed separately.
The Committee does not exclusively use quantitative methods or mathematical
formulas in setting any element of compensation. In determining each component
of compensation, the Committee considers all elements of an executive's total
compensation package, including insurance and other benefits.
BASE SALARIES
Base salaries are targeted at median levels for the peer group of companies and
are adjusted by the Committee to recognize varying levels of responsibility,
individual performance, business unit performance, internal equity issues, as
well as peer group pay practices. The Committee reviews each executive's base
salary annually.
Overall, executive salaries were increased in fiscal 1995 at rates comparable
to the increases provided in the peer group of high-tech companies, and the
salaries are at or slightly above median levels for that peer group.
SHORT-TERM INCENTIVES
The Incentive Bonus Plan promotes Dell's pay-for-performance philosophy by
providing executives with direct financial incentives in the form of annual
cash bonuses to achieve profitability objectives, strategic initiatives, and
individual performance goals.
Each year, the Compensation Committee establishes these profitability
objectives and strategic initiatives relating to each executive's bonus
opportunity. For fiscal 1995, Dell's bonus plan performance was based on
pre-tax profit, and on other measures such as product leadership, cost
reduction, productivity, quality, and systems infrastructure. Also for fiscal
1995, a subjective evaluation of individual performance could result in an
upward or downward adjustment of the award.
Beginning with fiscal 1996, a subjective evaluation of individual performance
resulting in an upward adjustment of the award will be eliminated from the
program for all participants in the Executive Incentive Bonus Plan who are
executive officers of Dell. The Executive Incentive Bonus Plan has been
approved by the Board of Directors and is being submitted to stockholders for
approval at the Annual Meeting in order to comply with the performance-based
compensation exemption under Section 162(m) of the Internal Revenue Code. See
"Executive Incentive Bonus Plan" for a description of the plan and the
performance goals applicable thereunder.
15
<PAGE> 19
Fiscal 1995 target bonus awards for each of the executives were set slightly
above market levels, but required above-average performance from each of the
executives to be achievable. For Dell's executive officers, the targets ranged
from 50% to 100% of base salaries. The actual percentage to be paid was
subject to adjustment above or below the target based on Dell's performance.
Dell's performance in fiscal 1995 generally met the performance levels as
specified in the plan, and bonuses were paid to the named executive officers as
shown in "Summary Compensation Table." The payouts ranged from 89% to 118% of
the target bonus percentages for each of the named executive officers.
LONG-TERM INCENTIVES
In keeping with Dell's philosophy to provide a total compensation package that
favors at-risk components of pay, long-term incentives comprise an important
component of an executive's total compensation package. These incentives are
designed to motivate and reward executives for maximizing stockholder value and
encourage the long-term employment of key employees. Long-term incentives are
still outstanding pursuant to Dell's 1989 and 1993 Stock Option Plans and are
now provided pursuant to the Incentive Plan approved last year at the 1994
Annual Meeting.
When awarding long-term incentives, the Committee considers executives' levels
of responsibility, prior experience, individual performance criteria, previous
stock option grants, and compensation practices at the peer group of companies
used to evaluate total compensation. The Committee's objective is to provide
executives with long-term incentive award opportunities that approximate the
market median.
The size of stock option grants is based primarily on the dollar value of the
award granted. As a result, the number of shares underlying stock option
awards varies and is dependent on the stock price on the date of grant. The
size of the award can also be adjusted based on individual factors.
In June 1994, stock options with an exercise price set at fair market value
were granted for fiscal 1995 as part of Dell's regular annual grant of stock
options. The size of each award was determined based on the criteria for
awarding long-term incentives stated in the preceding two paragraphs. These
nonqualified options vest on the anniversaries of the grant date over a
five-year period (at 20% of the grant each year). Also, in June 1994, stock
options with an exercise price set at fair market value were granted to Mort
Topfer, Dell's Vice Chairman, as part of his initial incentive package in
connection with his hiring.
Because the above grants were made at option prices equal to the fair market
value of Dell's Common Stock on the dates of grant, the stock options have
value only if the stock price appreciates from the value on the date the
options were granted. This design is intended to focus executives on the
enhancement of stockholder value over the long-term and to encourage equity
ownership in Dell.
The Committee also approved two grants of discounted stock options to Mort
Topfer, Vice Chairman, which are disclosed in the "Option/SAR Grants in Last
Fiscal Year" table. The first grant was required to attract Mr. Topfer to
Dell, and was intended to replace the long-term incentives he forfeited when
leaving his previous employer. These discounted stock options are structured
to be the equivalent of restricted stock: the exercise price is nominal (one
cent per share), and there are provisions requiring forfeiture of gains on
these options and the stock received on exercise if Mr. Topfer leaves Dell and
competes against Dell within two years thereafter.
The second grant of discounted options to Mr. Topfer "cliff" vests on the ninth
anniversary of the grant date, but vesting can be accelerated if Dell's
cumulative total stockholder return (stock price growth plus accumulated
dividends) exceeds the cumulative total stockholder return of a custom peer
group
16
<PAGE> 20
of computer manufacturing competitors (which is more narrow than both the peer
group used by the Committee for pay comparisons and the peer group in the
performance graph) at various points in time.
After approval of the 1994 Incentive Plan at the 1994 Annual Meeting, Dell
began using restricted stock in place of discounted stock options. Such
restricted stock is used to replace the long-term incentives forfeited by new
executives when leaving their previous employers to join Dell, and to retain
key executives at Dell.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
In fiscal 1995, Mr. Dell's base salary earnings were $374,850. Mr. Dell also
received a payment under the Incentive Bonus Plan because Dell's performance in
fiscal 1995 exceeded the target performance levels specified in the plan,
resulting in a payout of 118% of Mr. Dell's base salary, versus a target bonus
percentage of 100% of base salary earnings for fiscal 1995. In fiscal 1995,
Mr. Dell did not participate in Dell's long-term incentive program.
POLICY WITH RESPECT TO THE $1 MILLION DEDUCTION LIMIT
Section 162(m) of the Internal Revenue Code generally limits the U.S. corporate
income tax deduction for compensation paid to executive officers named in the
summary compensation table in the proxy statement of a public company to $1
million for each year, unless certain requirements are met. The Compensation
Committee has carefully considered the effect of this new tax code provision.
For fiscal 1995, the limitation imposed by Section 162(m) did not apply to the
compensation paid any executive officers.
Dell's Incentive Plan, providing for various long-term incentives, was
structured to comply with Section 162(m) of the Internal Revenue Code. Dell's
Executive Incentive Bonus Plan, which is proposed for stockholder approval at
the 1995 Annual Meeting, is intended to comply with Section 162(m).
CONCLUSION
The Committee believes these executive compensation policies and programs serve
the interests of stockholders and Dell effectively. The various pay vehicles
offered are appropriately balanced to provide increased motivation for
executives to contribute to Dell's overall future success, thereby enhancing
the value of Dell for the stockholders' benefit.
THE COMPENSATION COMMITTEE
CLAUDINE B. MALONE, CHAIRPERSON
MICHAEL H. JORDAN
The information contained in the Compensation Committee Report on Executive
Compensation shall not be deemed to be "soliciting material" or to be "filed"
with the Securities and Exchange Commission (the "SEC") nor shall such
information be incorporated by reference into any future filing under the
Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent
that Dell specifically incorporates it by reference into such filing.
17
<PAGE> 21
PERFORMANCE GRAPH
The following graph compares the cumulative total return of the Common Stock of
Dell Computer Corporation relative to the S&P 500 Index and the S&P Computer
Systems Index. The graph assumes $100 was invested in the Common Stock of Dell
or the indices on February 2, 1990, and also assumes reinvestment of dividends.
The following graph depicts the change in the value of the Common Stock of Dell
relative to the noted indices as of the end of each fiscal year and not for any
interim period. Historical stock price performance is not necessarily
indicative of future stock price performance.
[GRAPH]
<TABLE>
<CAPTION>
Date
---------------------------------------------------------------
2/2/90 2/3/91 2/2/92 1/31/93 1/30/94 1/29/95
------ ------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
S&P 500 $100 $104 $124 $133 $145 $142
S&P Computer Systems Index(a) 100 120 93 67 67 82
DELL COMPUTER CORPORATION 100 528 670 1,458 682 1,320
</TABLE>
- --------------------------------------------------------------------------------
(a) The S&P Computer Systems Index currently consists of Amdahl Corporation,
Apple Computer, Inc., Compaq Computer Corporation, Cray Research, Inc.,
Data General Corporation, Digital Equipment Corporation, Intergraph
Corporation, International Business Machines Corporation, Silicon
Graphics, Inc., Sun Microsystems, Inc., Tandem Computers Inc. and Unisys
Corporation.
- --------------------------------------------------------------------------------
The information contained in the Performance Graph shall not be deemed to be
"soliciting material" or to be "filed" with the SEC nor shall such information
be incorporated by reference into any future filing under the Securities Act or
the Exchange Act, except to the extent that Dell specifically incorporates it
by reference into such filing.
18
<PAGE> 22
EXECUTIVE INCENTIVE BONUS PLAN
On March 1, 1995, the Board of Directors unanimously approved the adoption of
the Executive Incentive Bonus Plan. Set forth below is a description of the
terms of the plan.
PURPOSE
The purpose of the Executive Incentive Bonus Plan is to unite strategic
objectives and executive staff performance, provide significant rewards for
continuing profitable growth, and motivate short-term performance for each of
the fiscal years during the term of the Executive Incentive Bonus Plan. Key
strategic objectives include (i) product leadership, (ii) productivity, cost
reduction, and quality, (iii) attracting, developing and retaining exceptional
people, (iv) improving infrastructure and systems, and (v) global expansion.
ADMINISTRATION
The Executive Incentive Bonus Plan will be administered by the Compensation
Committee of the Board of Directors (the "Committee"), which shall consist of
two or more members of the Board of Directors who are not employees of Dell and
who otherwise qualify as "outside directors" within the meaning of Section
162(m) of the Internal Revenue Code and the regulations thereunder.
ELIGIBILITY
All corporate vice presidents who are members of Dell's executive staff are
eligible to participate in the Executive Incentive Bonus Plan. Executive
Incentive Bonus Plan participants are chosen solely at the discretion of the
Committee.
TARGET BONUS
Promptly after the beginning of each fiscal year, the Committee establishes a
target bonus opportunity for each participant based on a percentage of the
participant's base salary and level of responsibility. The percentage of the
target bonus actually paid is based on the extent to which corporate and key
strategic objectives are achieved. Corporate objectives may include any or all
of the following: profit before tax, profit after tax, return on invested
capital, return on equity, return on assets, net income and revenues. With
respect to key strategic objectives, the Committee has determined that such
information is confidential business information, disclosure of which would
adversely affect Dell.
Executive Incentive Bonus Plan payments are calculated for each participant at
the end of the fiscal year based on the achievement of annual corporate and key
strategic objectives. The amount earned is paid in cash as soon as is
practicable following the end of Dell's fiscal year to which the bonus
pertains, provided that at the discretion of the Committee, a participant may,
subject to such terms and conditions as the Committee may determine, elect to
defer payment of all or any part of any bonus by complying with such procedures
as the Committee may prescribe.
The Committee must certify in writing that the performance criteria have been
met prior to any payments under the Executive Incentive Bonus Plan. Employees
are not entitled to any bonus award under the Executive Incentive Bonus Plan,
however, if minimum corporate objectives are not achieved.
19
<PAGE> 23
The amount to be paid to each participant under the Executive Incentive Bonus
Plan will depend on the factors set forth above. However, the maximum bonus
that any one individual may receive under the Executive Incentive Bonus Plan in
any one fiscal year is $2 million, and in no event more than 250% of the
individual target bonus amount. The Committee may reduce (but not increase) a
participant's bonus at its sole discretion. Generally, an executive must be
actively employed by Dell or a subsidiary company and on the payroll on the
date the award is paid to receive the award. Certain pro rata awards may be
made if termination of employment results from retirement, permanent disability
or death.
The amounts that will be paid pursuant to the Executive Incentive Bonus Plan
are not currently determinable.
AMENDMENT AND TERMINATION
The Committee may terminate, suspend or amend the Executive Incentive Bonus
Plan, in whole or in part, from time to time, including to adopt amendments
deemed necessary or desirable to correct any defect, supply any omission or
reconcile any inconsistency in the Executive Incentive Bonus Plan or in any
award granted under the Executive Incentive Bonus Plan so long as stockholder
approval required by Section 162(m) of the Internal Revenue Code has been
obtained. No amendment, termination or modification may adversely affect
outstanding awards under the Executive Incentive Bonus Plan, in any manner,
without the consent of the affected participants. The Committee must determine
that an amendment or modification is in the best interest of all persons to
whom awards have previously been granted, and may not adopt an amendment or
modification that would result in an increase in the amount of compensation
payable under the Executive Incentive Bonus Plan.
FEDERAL INCOME TAX CONSEQUENCES
Under present federal income tax law, participants will realize ordinary
compensation income equal to the amount of the bonus received in the year
received. Dell will receive a corresponding deduction for the amount
constituting ordinary income to the participant at the same time the
participant recognizes that ordinary income, provided that the amount of such
deduction is not limited under the provisions of Section 162(m). It is Dell's
intention that the Executive Incentive Bonus Plan be adopted and administered
in a manner which maximizes the deductibility of compensation for Dell under
Section 162(m) to the extent practicable and consistent with Dell's business
considerations.
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<PAGE> 24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
No director or executive officer of Dell owns any shares of Dell Series A
Convertible Preferred Stock.
The following table provides information about the beneficial ownership of
Common Stock as of May 18, 1995 (except as otherwise indicated), (i) by each
person who is known by Dell to own beneficially more than five percent of the
outstanding shares of Common Stock; (ii) by each director including Michael S.
Dell, Dell's Chairman of the Board and Chief Executive Officer; (iii) by the
other executive officers named in the Summary Compensation Table in
"Compensation of Executive Officers"; and (iv) by all directors and executive
officers as a group. To Dell's knowledge, each person has sole investment and
voting power over the shares indicated, except as otherwise indicated.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENTAGE
NAME OF BENEFICIAL OWNER OWNERSHIP OF CLASS
----------------------------------------------- --------- ---------
<S> <C> <C>
Michael S. Dell . . . . . . . . . . . . . . . 8,757,051(a) [ ]%
2214 W. Braker Lane, Suite D
Austin, Texas 78758-4053
FMR Corp. . . . . . . . . . . . . . . . . . . 4,505,500(b) [ ]
82 Devonshire Street
Boston, Massachusetts 02109
Twentieth Century Companies, Inc. . . . . . . 3,250,000(c) [ ]
4500 Main Street, P. O. Box 418210
Kansas City, Missouri 64141-9210
Donald J. Carty . . . . . . . . . . . . . . . 6,000(d) *
Paul O. Hirschbiel, Jr. . . . . . . . . . . . 1,864(e) *
Michael H. Jordan . . . . . . . . . . . . . . 6,000(d) *
George Kozmetsky . . . . . . . . . . . . . . . 215,471(f) *
Thomas W. Luce III . . . . . . . . . . . . . . 3,360(g) *
Klaus S. Luft . . . . . . . . . . . . . . . . 0 *
Claudine B. Malone . . . . . . . . . . . . . . 6,000(d) *
Michael A. Miles . . . . . . . . . . . . . . . 2,500(h) *
Morton L. Topfer . . . . . . . . . . . . . . . 33,737(d) *
Eric F. Harslem . . . . . . . . . . . . . . . 58,511(d) *
Thomas J. Meredith . . . . . . . . . . . . . . 90,990(d) *
L. Scott Flaig . . . . . . . . . . . . . . . . 51,759(d) *
All Directors and Executive Officers as a Group
(21 persons) 9,379,826(d) [ ]
</TABLE>
_______________
* Represents less than 1% of the [______________] shares of Common Stock
issued and outstanding at May 18, 1995.
(a) Includes 157,316 shares of Common Stock held in a trust of which Mr.
Dell is the grantor. Does not include 152,528 shares of Common Stock
held in a trust of which Mr. Dell's wife is the grantor or
21
<PAGE> 25
713,009 shares of Common Stock held by Mr. Dell's wife, and Mr. Dell
disclaims any beneficial ownership in all of such shares.
(b) Includes 3,858,500 shares owned by Fidelity Magellan Fund, which is an
investment company for which the investment advisor is Fidelity
Management & Research Company, a wholly-owned subsidiary of FMR Corp.
Also includes 53,100 shares owned by various investment companies and
institutional investors to whom Fidelity International Limited is an
investment advisor. Until June 30, 1980, Fidelity International
Limited was a majority-owned subsidiary of Fidelity Management &
Research Company, a wholly-owned subsidiary of FMR Corp. On that date
the shares of Fidelity International Limited were distributed to the
shareholders of FMR Corp. as a dividend, and the two entities today
are independently owned and managed. FMR disclaims any beneficial
ownership of these 53,100 shares. Edward C. Johnson 3d and Abigail P.
Johnson each own 24.9% of the outstanding voting stock of FMR Corp.
and, with other family members and trusts, are part of a controlling
group with respect to FMR Corp. A partnership controlled by Edward C.
Johnson 3d and members of his family owns approximately 47.22% of the
outstanding voting stock of Fidelity International Limited. Edward C.
Johnson 3d is Chairman of FMR Corp. and Fidelity International
Limited. This beneficial ownership information is based on a filing
made with the SEC by such beneficial owner, which reflected ownership
of Common Stock as of December 31, 1994.
(c) Investors Research Corporation, a wholly-owned subsidiary of Twentieth
Century Companies, Inc., acts as investment advisor to Twentieth
Century Investors, Inc., a registered investment company which owns
3,250,000 shares of Common Stock of Dell. Mr. James E. Stowers, Jr.
controls Twentieth Century Companies, Inc. by virtue of his ownership
of approximately 60% of the voting stock of Twentieth Century
Companies, Inc. This beneficial ownership information is based on a
filing made with the SEC by such beneficial owner, which reflected
ownership of Common Stock as of December 31, 1994.
(d) Includes shares subject to options that are currently exercisable or
exercisable within 60 days of May 18, 1995, as follows: Mr. Carty,
6,000 shares; Mr. Jordan, 6,000 shares; Ms. Malone, 6,000 shares; Mr.
Topfer, 32,687 shares; Mr. Harslem, 35,511 shares; Mr. Meredith,
39,101 shares; Mr. Flaig, 28,131 shares; and All Directors and
Executive Officers as a Group, 160,599 shares.
(e) Includes 60 shares held in trusts for two of Mr. Hirschbiel's
children. Mr. Hirschbiel is the trustee under these trusts.
(f) Includes 21,575 shares held by the Kozfund, Ltd., an affiliate of Mr.
Kozmetsky.
(g) All shares are owned by the Hughes & Luce Retirement Plan for the
benefit of Mr. Luce.
(h) All shares are held in the name of Mr. Miles' wife.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The executive officers and members of Dell's Board of Directors are required to
file reports with the SEC disclosing the amount and nature of their beneficial
ownership in Common Stock, as well as changes in that ownership. Based solely
on its review of forms received by Dell, or written representations from
certain reporting persons, Dell believes that during fiscal 1995, all required
reports were filed in a timely manner.
22
<PAGE> 26
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In fiscal 1995, Ms. Malone and Mr. Jordan served as members of the Compensation
Committee. No member of the Compensation Committee is or was formerly an
officer or an employee of Dell or its subsidiaries.
No interlocking relationship exists between Dell's Board of Directors or the
Compensation Committee and the board of directors or the compensation committee
of any other company, nor has any such interlocking relationship existed in the
past.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 17, 1993, Dell loaned $224,940 to Thomas J. Meredith, Dell's Chief
Financial Officer, to pay the exercise price of a stock option and the related
federal income tax obligation. The loan is unsecured, is due and payable on
June 1, 1995, and bears interest at the rate of 6% per annum. As of May 18,
1995, the amount outstanding under the loan, including interest, was $244,057.
On June 1, 1994, Dell loaned $66,386 to Mr. Meredith to pay the federal income
tax obligation related to a stock option exercise. The loan is unsecured, is
due and payable on June 1, 1995, and is non-interest bearing. As of May 18,
1995, the full amount of the loan was outstanding.
On June 1, 1994, Dell loaned $82,983 to Eric F. Harslem, Dell's Senior Vice
President, Product Group, to pay the federal income tax obligation related to a
stock option exercise. The loan was unsecured and non-interest bearing. Such
loan was repaid during fiscal year 1995.
On August 29, 1994, Dell loaned $134,616 to Joel J. Kocher, Dell's former
Senior Vice President, to pay the federal income tax obligation related to a
stock option exercise. The loan was unsecured and non-interest bearing. Such
loan was repaid during fiscal year 1995.
Thomas W. Luce III is a partner of the law firm Hughes & Luce, L.L.P., in
Dallas, Texas. Dell retained that firm during fiscal 1995 to provide various
legal services, and the dollar amount of fees that Dell paid to that firm did
not exceed five percent of that firm's gross revenue for the year.
On April 28, 1995, Dell entered into an agreement with L. Scott Flaig regarding
the termination of Mr. Flaig's employment and providing for severance
arrangements. Under the agreement, Mr. Flaig resigned from all positions as a
corporate officer or director of Dell on April 28, 1995. Also under the
agreement, Mr. Flaig's employment by Dell will be terminated on July 31, 1995.
As consideration for Mr. Flaig's agreement to abide by certain non-competition
covenants, Dell has agreed to pay Mr. Flaig $131,875. Subject to Mr. Flaig's
compliance with the same non-competition covenants, and as further
consideration for those covenants, Mr. Flaig and Dell agreed to amend certain
stock option grant agreements previously granted to Mr. Flaig, but unvested on
his termination date, so as to accelerate the vesting dates on which Mr. Flaig
could purchase Dell Common Stock at the indicated exercise prices per share:
16,666 shares at $.01 per share; 8,000 shares at $22.50 per share; and 3,798
shares at $26.00 per share. The vesting dates of such options were accelerated
in the agreement so as to cause 100% of each such option to vest on April 28,
1995. Such options were required to be exercised within 30 days of April 28,
1995. As further consideration for the non-competition covenants, Dell agreed
to waive the two year restriction as to 5,000 shares of Dell's Common Stock
which were issued to Mr. Flaig upon his exercise of an option under the Special
and Nonstatutory Stock Option Agreement under Dell's 1989 Stock Option Plan
dated
23
<PAGE> 27
November 16, 1992 (the "1992 Option Agreement"), which were subject to a two
year restriction on transfer, and as to 14,999 shares of Dell's Common Stock
which Mr. Flaig was entitled to acquire under the 1992 Option Agreement.
On September 15, 1994, Dell entered into an agreement with Joel J. Kocher
regarding the termination of Mr. Kocher's employment and providing for
severance arrangements. Under the agreement, Mr. Kocher acknowledged that he
resigned from all positions as a corporate officer or director of Dell on
September 14, 1994. Also under the agreement, Mr. Kocher's employment by Dell
was terminated on October 4, 1994. As consideration for Mr. Kocher's agreement
to abide by certain non-competition covenants, Dell agreed to pay Mr. Kocher
$390,000. Subject to Mr. Kocher's compliance with the same non-competition
covenants, and as further consideration for those covenants, Mr. Kocher and
Dell agreed to amend certain stock option grant agreements previously granted
to Mr. Kocher, but unvested on the effective date of the agreement, so as to
accelerate the vesting dates on which Mr. Kocher could purchase Dell's Common
Stock at the indicated exercise prices per share: 6,930 shares at $17.33 per
share; 13,500 shares at $23.66 per share; 9,600 shares at $30.69 per share;
22,000 shares at $22.50 per share; 17,408 shares at $26.00 per share; and
68,250 shares at $9.77 per share. The vesting dates for each of such options
were accelerated in the agreement so as to cause 25% of each such option to
vest on each of the following dates: January 1, 1995; April 1, 1995; July 1,
1995; and October 1, 1995. In addition, Mr. Kocher and Dell agreed to amend the
stock option grant agreements related to such options to extend the deadline
dates for exercise of all such options to October 31, 1995. As further
consideration for the non-competition covenants, Dell agreed to waive the two
year restriction as to 9,000 shares of Dell's Common Stock which were issued to
Mr. Kocher upon his exercise of an option under the Special and Nonstatutory
Stock Option Agreement under Dell's 1989 Stock Option Plan dated June 22, 1992
(the "1992 Option Agreement"), which were subject to two year restrictions on
transfer, and as to 21,000 shares of Dell's Common Stock which Mr. Kocher was
entitled to acquire under the 1992 Option Agreement.
24
<PAGE> 28
ADDITIONAL INFORMATION
SOLICITATION
This solicitation of proxies is being made on behalf of the Board of Directors
and may be made by mail, personal interview, telephone and telegraph by
officers, directors, and employees of Dell. Dell may also request banking
institutions, brokerage firms, custodians, nominees and fiduciaries to forward
solicitation material to the beneficial owners of the Common Stock that those
companies or persons hold of record. Dell will pay all costs of the
solicitation and will reimburse the forwarding expenses.
STOCKHOLDER PROPOSALS
Any stockholder desiring to present a proposal for action at the Annual Meeting
of Stockholders to be held in 1996 must deliver the proposal to the General
Counsel and Secretary of Dell no later than February 9, 1996, unless Dell
notifies the stockholders otherwise. Such proposals must be submitted in
writing and addressed to the attention of the General Counsel and Secretary,
2214 W. Braker Lane, Suite D, Austin, Texas 78758-4053. Only those proposals
that are proper for stockholder action and otherwise proper may be included in
Dell's proxy statement.
ANNUAL REPORT
The Annual Report to Stockholders for Dell's fiscal year ended January 29,
1995, is being mailed to stockholders concurrently with this Proxy Statement
and does not form any part of the proxy solicitation material.
A COPY OF DELL'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY
29, 1995, AS FILED WITH THE SEC, WILL BE SENT TO ANY STOCKHOLDER WITHOUT CHARGE
UPON WRITTEN REQUEST ADDRESSED TO INVESTOR RELATIONS, DELL COMPUTER
CORPORATION, 2214 W. BRAKER LANE, SUITE D, AUSTIN, TEXAS 78758-4053.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO COMPLETE, SIGN AND RETURN THE
PROXY IN THE ENCLOSED POSTAGE-PAID, ADDRESSED ENVELOPE.
By Order of the Board of Directors
Thomas B. Green
General Counsel and Secretary
Austin, Texas
June 9, 1995
25
<PAGE> 29
APPENDIX A
PROPOSED AMENDMENT TO
CERTIFICATE OF INCORPORATION OF
DELL COMPUTER CORPORATION
In the event that the stockholders of Dell approve Item Two: Proposed
Amendment to Certificate of Incorporation to Increase the Number of Authorized
Shares, the first paragraph of Article Fourth of the Certificate of
Incorporation of Dell Computer Corporation shall be amended to read in its
entirety as follows:
"FOURTH: The total number of shares of capital stock of the
Corporation shall be three hundred and five million (305,000,000),
which shall consist of five million (5,000,000) shares of Preferred
Stock, of the par value of $0.01 per share, and three hundred
million (300,000,000) shares of Common Stock, of the par
value of $0.01 per share."
26
<PAGE> 30
DELL COMPUTER CORPORATION
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF DELL COMPUTER
CORPORATION
FOR THE JULY 21, 1995 ANNUAL MEETING OF STOCKHOLDERS AND ANY ADJOURNMENT(S)
THEREOF
The undersigned hereby (a) acknowledges receipt of the Notice of Annual Meeting
of Stocholders of Dell Computer Corporation ("Dell") to be held on July 21,
1995 and the associated Proxy Statement; (b) appoints Michael S. Dell and
Thomas B. Green, or either of them, as Proxies, each with the power to
appoint a substitute; (c) authorizes the Proxies to represent and vote, as
designated below, all the shares of Common Stock, par value $0.01 per share
("Common Stock"), held of record by the undersigned on June 1, 1995 at the
Annual Meeting and any adjournment(s) thereof; and (d) revokes any proxies
previously given.
1. Election of three Class I directors (Nominees: Donald J. Carty, Paul
O. Hirschbiel, Jr. and Thomas W. Luce III), one Class II director
(Nominee: Klaus S. Luft) and one Class III director (Nominee: Michael
A. Miles).
[ ] FOR ALL [ ] WITHHOLD AUTHORITY TO VOTE FOR
NOMINEES ALL NOMINEES
To vote for fewer than all nominees, print the name(s) of the
nominee(s) you wish to VOTE FOR below:
2. A Proposal to Amend Dell's Certificate of Incorporation in order to
Increase the Number of Authorized Shares of Common Stock from
100,000,000 to 300,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. A Proposal to Approve the Dell Computer Corporation Executive
Incentive Bonus Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. A Proposal to Ratify the Selection of Price Waterhouse LLP as Dell's
Independent Accountants for Fiscal 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. In their discretion, the Proxies are authorized to vote on such other
business as may properly come before the meeting or any adjournment(s)
thereof.
<PAGE> 31
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES FOR DIRECTORS AND FOR EACH OTHER PROPOSAL. THE PROXIES
WILL USE THEIR DISCRETION WITH REGARD TO ANY MATTER REFERRED TO IN ITEM 5.
Please sign, date and return this proxy as promptly as possible in the
envelope provided.
Dated:___________________________, 1995
_______________________________________
_______________________________________
Signature(s) of Stockholder(s)
Joint owners should each sign. Signature(s) should
correspond with the name(s) printed on this Proxy.
Attorneys, executors, administrators and guardians
should give full title.
If signing as Attorney, Administrator, Guardian, Trustee or Corporate Officer,
please add your title as such.
