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