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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4/A
(AMENDMENT NO. 5)
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. 5 to the Issuer Tender Offer Statement on Schedule 13E-4
(this "Amendment No. 5") 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"), Amendment No. 2 thereto on March 2, 1995 ("Amendment No.
2"), Amendment No. 3 thereto on March 8, 1995 ("Amendment No. 3") and Amendment
No. 4 thereto on March 17, 1995 ("Amendment No. 4"), 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 to Amendment No. 3 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.
On March 17, 1995, the Issuer mailed to record holders of the Series A
Preferred Stock the notice attached to Amendment No. 4 as Exhibit (a)(15)
together with the Issuer's Annual Report on Form 10-K for the Fiscal Year Ended
January 29, 1995, which is attached to Amendment No. 4 as Exhibit (a)(16).
At 12:00 midnight, New York City time, on Wednesday March 22, 1995, the
Special Conversion Period terminated and the Offer of Premium expired. Of the
1,250,000 shares of Series A Preferred Stock outstanding upon commencement of
the Offer of Premium, 1,190,000 shares of Series A Preferred Stock were
converted into shares of Common Stock pursuant to the terms of the Offer of
Premium.
2
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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, 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
(a)(15)* -- Notice to Holders of Series A Convertible Preferred Stock, dated
March 17, 1995
(a)(16)* -- Annual Report on Form 10-K for the Fiscal Year Ended January 29,
1995, of Dell Computer Corporation
(a)(17) -- Form of Press Release dated March 28, 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. 5 is true, complete and
correct.
DELL COMPUTER CORPORATION
By: /s/ DALTON W. KAYE
Name: Dalton W. Kaye
Title: Vice President-Treasurer
Dated: March 27, 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, 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
(a)(15)* -- Notice to Holders of Series A Convertible Preferred Stock, dated
March 17, 1995
(a)(16)* -- Annual Report on Form 10-K for the Fiscal Year Ended January 29,
1995, of Dell Computer Corporation
(a)(17) -- Form of Press Release dated March 28, 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 LOGO] Investor Contacts:
Don Collis, Ken Smith
(512) 728-8671
(512) 728-4034
Media Contact:
Michele Moore
(512) 728-4100
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DELL COMPUTER CORPORATION ANNOUNCES
SUCCESSFUL COMPLETION OF SPECIAL CONVERSION OFFER
FOR SERIES A PREFERRED STOCK
AUSTIN, TEXAS, MARCH 28, 1995 -- Dell Computer Corporation announced today
that it has successfully completed its offer to pay a cash premium of $8.25 for
each share of its Series A Convertible Preferred Stock that was converted to
Common Stock during the offer period which expired at 12:00 midnight, New York
City time, on Wednesday, March 22, 1995. Of the 1,250,000 shares of Series A
Convertible Preferred Stock outstanding prior to the offer, 1,190,000 of the
shares, representing more than 95% of the class, were converted into shares of
Common Stock in the offer.
Thomas J. Meredith, Chief Financial Officer of the Company, said "Dell is
quite pleased with the results of the offer -- we have significantly reduced the
Company's future dividend payment obligations on the Preferred and our balance
sheet is stronger." The Company has filed a Registration Statement on Form S-3
with the Securities and Exchange Commission relating to the resale of shares of
Common Stock issued in the conversion offer, but the Registration Statement has
not yet been declared effective.
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.
