<PAGE> 1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4/A
(AMENDMENT NO. 3)
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:
<TABLE>
<S> <C>
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
</TABLE>
FEBRUARY 21, 1995
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION AMOUNT OF
VALUATION(1) FILING FEE(1)
-------------------------------- --------------
<S> <C>
$125,000,000 $25,000
</TABLE>
- ---------------
(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
================================================================================
<PAGE> 2
This Amendment No. 3 to the Issuer Tender Offer Statement on Schedule 13E-4
(this "Amendment No. 3") 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 amended by Amendment No. 1 thereto on February 24, 1995
("Amendment No. 1") and Amendment No. 2 thereto on March 2, 1995 ("Amendment No.
2"), 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. An amended copy of the Offer of Premium Upon Conversion
was attached to Amendment No. 2 as Exhibit (a)(1) and copies of the related
Special Conversion Notice and Registration Agreement were attached to the
Statement as Exhibits (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
Exhibit (a)(1) to Amendment No. 2 and (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 to Amendment No. 1 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.
On March 8, 1995, the Issuer mailed to record holders of the Series A
Preferred Stock the notice attached hereto as Exhibit (a)(13), which amends, for
all purposes, the period of the Resale Window (as defined in the Offer of
Premium) from 30 calendar days to 50 calendar days.
2
<PAGE> 3
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(a)(1)* -- Offer of Premium Upon Conversion dated February 21, 1995, as
amended
(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
(a)(13) -- Notice to Holders of Series A Convertible Preferred Stock, dated
March 8, 1995
(a)(14) -- Form of Press Release dated March 8, 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
</TABLE>
- ---------------
* Previously Filed
3
<PAGE> 4
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 3 is true, complete and
correct.
DELL COMPUTER CORPORATION
By: /s/ DALTON W. KAYE
Name: Dalton W. Kaye
Title: Vice President-Treasurer
Dated: March 8, 1995
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NUMBER
- ----------- -------------------------------------------------------------------- -----------
<S> <C> <C>
(a)(1)* -- Offer of Premium Upon Conversion dated February 21, 1995, as
amended
(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
(a)(13) -- Notice to Holders of Series A Convertible Preferred Stock, dated
March 8, 1995
(a)(14) -- Form of Press Release dated March 8, 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
</TABLE>
- ---------------
* Previously Filed
<PAGE> 1
<TABLE>
<S> <C>
Dell Computer Corporation Telephone 512-338-4400
9505 Arboretum Blvd. Telefax 512-728-3653
Austin, Texas 78759-7299
[DELL LOGO]
TO: Holders of Dell's Series A Convertible Preferred Stock
FROM: Dell Computer Corporation
DATE: March 8, 1995
RE: EXTENSION OF RESALE WINDOW
</TABLE>
- --------------------------------------------------------------------------------
On February 21, 1995, Dell Computer Corporation (the "Company") commenced
its Offer of Premium upon Conversion (the "Offer"), pursuant to which the
Company has offered to pay a cash premium of $8.25 for each share of its Series
A Convertible Preferred Stock ("Series A Preferred Stock") that is converted
into Common Stock of the Company ("Common Stock") through 12:00 midnight, New
York City time, on Wednesday, March 22, 1995, unless extended. As part of the
Offer the Company has agreed to register under the Securities Act of 1933 and
applicable state securities laws, the resale of the shares of Common Stock to be
issued upon conversion of Series A Preferred Stock pursuant to the Offer by the
holders thereof (the "Resale Registration") if and to the extent those holders
enter into a Registration Agreement with the Company, and subject to the terms
and conditions of the Registration Agreement. Under the Resale Registration,
resales of such Common Stock generally may be made for 30 calendar days (the
"Resale Window") following effectiveness of the applicable registration
statement only in ordinary brokerage transactions and transactions in which
brokers solicit purchasers. The Offer, the Resale Registration and the Resale
Window are all described in greater detail in the Offer or Premium upon
Conversion and related materials previously sent to holders of Series A
Preferred Stock.
NOTICE IS HEREBY GIVEN TO ALL HOLDERS OF THE COMPANY'S SERIES A PREFERRED
STOCK THAT FOR ALL PURPOSES OF THE OFFER AND THE RELATED RESALE REGISTRATION,
THE COMPANY HAS DECIDED TO EXPAND THE RESALE WINDOW TO A PERIOD OF 50 CALENDAR
DAYS RATHER THAN 30 CALENDAR DAYS.
Holders of Series A Preferred Stock are reminded that in order for shares
of Common Stock issuable upon conversion of Series A Preferred Stock to be
registered for resale, the beneficial owner of the shares of Series A Preferred
Stock being tendered for conversion pursuant to the Offer must complete, sign
and deliver the Registration Agreement to Citibank, N.A., the conversion agent
for the Offer, before 12:00 midnight, New York City time, on Wednesday, March
22, 1995, unless extended by the Company. An amendment to the Registration
Agreement reflecting expansion of the Resale Window to 50 days will be sent to
all parties who participate in the Resale Registration.
As a reminder, conversion of Series A Preferred Stock pursuant to the Offer
is irrevocable except that Series A Preferred Stock tendered for conversion
pursuant to the Offer may be withdrawn at any time prior to the expiration of
the Offer, 12:00 midnight, New York City time, on Wednesday, March 22, 1995,
unless extended by the Company.
Kind regards,
DELL COMPUTER CORPORATION
<PAGE> 1
<TABLE>
<S> <C>
Investor Contacts:
Don Collis, Ken Smith
(512) 728-8671
[DELL LOGO] (512) 728-4034
Media Contact:
Michele Moore
(512) 728-4100
</TABLE>
DELL COMPUTER CORPORATION ANNOUNCES
AMENDMENT OF SPECIAL CONVERSION OFFER
FOR SERIES A PREFERRED STOCK
AUSTIN, TEXAS, MARCH 8, 1995 -- Dell Computer Corporation announced today
that it has amended its offer to pay a cash premium of $8.25 for each share of
its Series A Convertible Preferred Stock that is converted to Common Stock
during the offer period which expires at 12:00 midnight, New York City time, on
Wednesday March 22, 1995, unless extended. The amended offer expands the period
of time during which Dell will register resales of the shares of Common Stock to
be issued in the conversion offer to a period of 50 calendar days rather than 30
calendar days, as originally offered.
Dell will register resales of the shares of Common Stock to be issued in
the conversion offer with the Securities and Exchange Commission and state
securities authorities. A registration statement for those resales has been
filed with the Securities and Exchange Commission but will not become effective
until after the closing of the offer to pay the premium. The Company will make
the registration statement available for resales only for 50 calendar days. The
Common Stock to be issued on conversion may not be sold and offers to buy may
not be accepted before that registration statement becomes effective, except in
limited circumstances that comply with applicable securities laws and the
transfer restrictions on those shares of Common Stock.
The offer to pay the premium and register resales of the Common Stock is
being made on the terms and subject to the conditions set forth in an Offer of
Premium and related documents that were sent to holders of Series A Convertible
Preferred Stock on February 21, 1995. The Conversion Agent for the offer is
Citibank, N.A. (telephone 800-422-2066).
Holders of Series A Convertible Preferred Stock are reminded that in order
for shares of Common Stock issuable upon conversion of Series A Convertible
Preferred Stock to be registered for resale, the beneficial owner of the shares
of Series A Convertible Preferred Stock being tendered for conversion pursuant
to the offer must complete, sign and deliver a registration agreement to the
Conversion Agent for the offer before 12:00 midnight, New York City time, on
Wednesday, March 22, 1995, unless extended by the Company.
This release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the Common Stock, in any state
in which such offer or sale would be unlawful before registration or
qualification under the securities laws of any such state. The Common Stock may
not be publicly offered for resale except by means of a prospectus.
A Global 500(R) Company, Dell Computer Corporation (Nasdaq:DELL) designs,
develops, manufactures, markets, services and supports a complete line of
personal computers compatible with industry standards. With annual revenues of
nearly $3.5 billion, Dell is the world's leading direct marketer of personal
computers and one of the top five personal computer vendors in the world.
Information on the company and its products can be obtained through its
toll-free number: 1-800-BUY-DELL (1-800-289-3355) or by accessing the Dell
Worldwide Web server, at http://www.us.dell.com/.
# # #
Dell is a registered trademark of Dell Computer Corporation.
