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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MAY 23, 1996
DELL COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 0-17017 74-2487834
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
2214 WEST BRAKER LANE, SUITE D, AUSTIN, TEXAS 78758-4053
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (512) 338-4400
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5 - OTHER EVENTS
On May 23, 1996, the Company commenced a cash tender offer for any and
all $100 million principal amount of its 11% Senior Notes Due August 15, 2000
(the "Notes") at a purchase price determined by reference to a fixed spread of
0.90% over the yield to maturity of the United States Treasury 5.875% Notes due
August 15, 1998 (the earliest date on which the Notes may be redeemed by the
Company in accordance with their terms) at 3:30 p.m., New York City time, on
June 7, 1996, plus accrued and unpaid interest to (but excluding) the date of
payment of such purchase price.
The tender offer will expire at 12:00 p.m., New York City time, on June
21, 1996, unless it is extended or earlier terminated. Notes purchased pursuant
to the tender offer will be paid for in immediately available funds on the
third business day after the expiration of the tender offer (or as soon as
possible thereafter). Assuming the tender offer expires as described above, it
is expected that the purchase price will be paid on June 26, 1996. The Company
will purchase the Notes using currently available cash.
The retirement of the Notes prior to their maturity would result in a
one-time after-tax extraordinary charge against earnings of approximately $12
million, assuming all of the outstanding Notes are purchased upon consummation
of the tender offer.
The Company's press release announcing the commencement of the tender
offer is filed as Exhibit 99 to this Report.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99 Press Release, dated May 23, 1996, issued by the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
DELL COMPUTER CORPORATION
Date: May 23, 1996 By: /s/ ALEX C. SMITH
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Alex C. Smith,
Vice President, Treasurer
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INDEX TO EXHIBITS
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EXHIBIT NO.
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99 Press Release, dated May 23, 1996, issued by the Company
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[DELL LOGO] NEWS
MEDIA CONTACTS:
Michele Moore, Peter Scacco
Dell Computer Corporation
(512) 728-4100 (media only)
Internet: [email protected]
[email protected]
INVESTOR CONTACTS:
Don Collis, Robert Williams
Dell Computer Corporation
(512) 728-8671, (512) 728-7570
DELL COMPUTER CORPORATION COMMENCES CASH TENDER OFFER
FOR ITS 11% SENIOR NOTES DUE AUGUST 15, 2000
AUSTIN, TEXAS, MAY 23, 1996 -- Dell Computer Corporation (Nasdaq:DELL) today
announced that it has begun a tender offer to purchase for cash the entire $100
million principal amount of its outstanding 11% Senior Notes Due August 15,
2000.
Under the terms of the tender offer, the company is offering to
purchase the Notes at a price determined at 3:30pm EST on June 7, 1996 by
reference to a fixed spread of 0.90% over the yield to maturity of the U.S.
Treasury 5.875% notes due August 15, 1998, plus accrued and unpaid interest on
the Notes to, but not including, the date of payment.
The tender offer is intended to increase the company's financial and
operating flexibility and reduce its net interest expense. The retirement of
the Notes prior to their maturity would result in a one-time after-tax
extraordinary charge against earnings of approximately $12 million, assuming
all of the outstanding Notes are purchased.
The tender offer will expire at 12:00 midnight, New York City time, on
June 21, 1996, unless extended. Payment for tendered Notes will be made in
immediately available funds on the third business day following expiration of
the tender offer. The company will purchase the Notes using currently
available cash. Holders of Notes will have withdrawal rights until the
expiration of the offer.
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DELL COMPUTER CORPORATION COMMENCES CASH TENDER OFFER
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Goldman, Sachs & Co. will act as Dealer Managers for the tender offer.
The Information Agent is Georgeson & Company Inc., and the Depositary is State
Street Bank and Trust Company.
Persons with questions regarding the tender offer should contact the
Dealer Managers (800-828-3182) or the Information Agent (800-223-2064).
A Fortune 500(R) company, Dell Computer Corporation is the world's
leading direct marketer of computer systems and one of the largest computer
systems manufacturers in the world, based on revenues of $5.8 billion for the
past four quarters. Dell designs and customizes products and services to
end-user requirements, and offers an extensive selection of peripherals and
software through the DellWare(R) program. Information on Dell and its
products can be obtained through its toll-free number, 1-800-BUY-DELL
(1-800-289-3355) or by accessing the Dell World Wide Web server at
http://www.dell.com/.
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Dell is a registered trademark of Dell Computer Corporation.
Dell disclaims any proprietary interest in the marks and names of others.
