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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:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
DELL COMPUTER CORPORATION
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(Name of Registrant as Specified in its Charter)
Not Applicable
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $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:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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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
is calculated and state how it was determined):
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
N/A
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/X/ 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.
(1) Amount Previously Paid:
N/A
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(2) Form, Schedule or Registration Statement No.:
N/A
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(3) Filing Party:
N/A
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(4) Date Filed:
N/A
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DELL COMPUTER CORPORATION
2214 West Braker Lane, Suite D
Austin, Texas 78758-4053
SUPPLEMENT TO PROXY STATEMENT
The following information supplements the Company's Proxy Statement
relating to the annual meeting of stockholders to be held on July 12, 1996.
Such Proxy Statement and accompanying materials were first mailed to
stockholders of the Company on or about May 28, 1996.
The information contained in the Proxy Statement relating to the number
of shares of Common Stock outstanding inadvertently included 3,278,580 shares
that have been purchased by the Company pursuant to its previously announced
stock repurchase program. Such shares are held by the Company as treasury
shares and are not entitled to be voted at the Annual Meeting. Consequently,
the Proxy Statement is hereby amended as follows:
At the close of business on the record date (May 17, 1996), there were
90,492,004 shares of Common Stock outstanding and entitled to be voted at the
Annual Meeting.
The percentages shown in the column entitled "Percentage of Class" in
the table under "Security Ownership of Certain Beneficial Owners and
Management" should be as follows:
<TABLE>
<S> <C>
Michael S. Dell......................................16.1%
Twentieth Century Companies, Inc..................... 7.5%
A I M Management Group Inc........................... 5.7%
The Prudential Insurance Company of America.......... 5.2%
Directors and executive officers as a group
(21 persons).......................................17.6%
</TABLE>
Such percentages are based on the number of shares outstanding (90,424,303) at
the close of business on April 26, 1996 (the last trading day of the first
quarter of fiscal 1997).
THIS SUPPLEMENT IS FIRST BEING MAILED TO STOCKHOLDERS ON OR ABOUT JUNE 3, 1996.
