<PAGE> 1
Rule 424(b)(2)
Registration No. 333-30068
PROSPECTUS
March 2, 2000
5,000,000 Shares
PEROT SYSTEMS CORPORATION
CLASS A COMMON STOCK
------------------------
This prospectus covers 5,000,000 shares of our Class A common stock,
par value $.01 per share, that we may issue and sell from time to time in
business combination transactions. We and the owners or controlling persons of
the businesses or assets acquired will negotiate the terms of any business
combination. We will determine the value of the shares of common stock to be
issued at prices reasonably related to market prices current either at the time
of agreement on the terms of a business combination or at or about the time of
delivery of the shares. We may also permit this prospectus to cover sales by
persons or entities who have received shares of common stock under this
prospectus and who elect to use this prospectus to cover the resale of the
shares.
We will pay all expenses of the offering. We will not pay any
underwriting discounts or commissions in connection with the issuance or sale of
any shares, although we may pay finder's fees in connection with specific
business combinations. Any person receiving a finder's fee may be deemed to be
an underwriter of the shares issued in the transaction.
Our common stock is listed on the New York Stock Exchange with the
ticker symbol: "PER." On March 1, 2000, the closing price of one share of
our Class A common stock on the New York Stock Exchange was $25.
BEFORE PURCHASING SHARES OF OUR COMMON STOCK YOU SHOULD CAREFULLY
REVIEW THE RISK FACTORS SECTION OF THIS PROSPECTUS, WHICH BEGINS ON PAGE 1.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------------
The date of this prospectus is March 2, 2000
<PAGE> 2
THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL
INFORMATION THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. THIS
INFORMATION IS AVAILABLE WITHOUT CHARGE TO SECURITY HOLDERS UPON ORAL OR WRITTEN
REQUEST TO PEROT SYSTEMS CORPORATION, 12404 PARK CENTRAL DRIVE, DALLAS, TEXAS
75251, ATTENTION: INVESTOR RELATIONS (TEL. (972) 340-5000). TO ENSURE TIMELY
DELIVERY OF THE INFORMATION, PLEASE MAKE ANY REQUEST AT LEAST FIVE DAYS BEFORE
THE DAY YOU MUST MAKE YOUR INVESTMENT DECISION. SEE "WHERE YOU CAN FIND MORE
INFORMATION."
WE HAVE NOT AUTHORIZED ANY PERSON TO PROVIDE INFORMATION OR MAKE ANY
REPRESENTATION ABOUT THIS OFFERING THAT IS NOT IN THIS PROSPECTUS. PROSPECTIVE
INVESTORS SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. THIS
PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS PROHIBITED.
INFORMATION IN THIS PROSPECTUS IS CORRECT ONLY AS OF ITS DATE, REGARDLESS OF
WHEN ANY LATER OFFER OR SALE OCCURS.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
RISK FACTORS ..................................................................1
THE COMPANY ...................................................................6
SELECTED CONSOLIDATED FINANCIAL DATA ..........................................8
PLAN OF DISTRIBUTION ..........................................................8
AVAILABLE INFORMATION .........................................................9
WHERE YOU CAN FIND MORE INFORMATION ..........................................10
LEGAL MATTERS ................................................................10
EXPERTS ......................................................................11
</TABLE>
Our principal executive offices are located at 12404 Park Central Drive,
Dallas, Texas 75251 and our telephone number is (972) 340-5000.
<PAGE> 3
RISK FACTORS
An investment in our common stock involves a high degree of risk. In
addition to the other information in this prospectus, you should carefully
consider the following risk factors in evaluating an investment in our common
stock. This prospectus contains "forward-looking statements" about our
operations, economic performance and financial condition, including, in
particular, the likelihood of our success in developing and expanding our
business. These statements are based upon a number of assumptions and estimates
that are inherently subject to significant uncertainties and contingencies, many
of which are beyond our control, and reflect future business decisions that are
subject to change. The risks described below are not the only ones facing our
company. Additional risks that we do not yet know of or that we currently think
are immaterial may also impair our business operations. If any of the following
risks actually occur, our business, financial condition, or results of
operations could be materially and adversely affected. In such case, the trading
price of our Class A common stock could decline, and you may lose all or part of
your investment.
In addition, we specifically direct you to our public filings, which
are available from the Securities and Exchange Commission ("SEC") as described
under the captions "Available Information" and "Where You Can Find More
Information." These public filings will discuss other potential risk factors
that may arise in the future.
LOSS OF MAJOR CLIENTS COULD ADVERSELY AFFECT OUR BUSINESS
Our ten largest clients accounted for approximately 65.7% of our
revenue for the year ended December 31, 1998. For the year ended December 31,
1997, our ten largest clients accounted for approximately 64.1% of our revenue.
Only two clients, UBS and East Midlands Electricity, accounted for more than 10%
of our revenue during 1997 and 1998.
Our largest client is UBS. Approximately 27.3% of our revenue came from
services performed on behalf of UBS for the year ended December 31, 1998. For
the year ended December 31, 1997, approximately 27.2% of our revenue came from
UBS. We expect UBS to account for a substantial portion of our revenue and
earnings for the foreseeable future.
Approximately 11.7% of our revenue came from services performed on
behalf of East Midlands Electricity for the year ended December 31, 1998. For
the year ended December 31, 1997, approximately 10.2% of our revenue came from
East Midlands Electricity. In July 1998, PowerGen plc acquired East Midlands
Electricity from Dominion Resources, Inc. and East Midlands Electricity has
since terminated its agreement with us.
One of our largest clients, Harvard Pilgrim Healthcare, Inc. was placed
into temporary receivership on January 4, 2000 by the Supreme Judicial Court for
Suffolk County in Massachusetts. The Commissioner of Insurance of the
Commonwealth of Massachusetts, as temporary receiver, now oversees the
operations of this client. The receiver has broad powers over the future
operations of this client; and, accordingly, we cannot give any assurance that
our relationship with this client will continue in the future.
After UBS and East Midlands Electricity, our next eight largest
customers accounted for approximately 26.7% of our revenue in 1998. Our success
depends substantially upon the retention of UBS and a majority of our other
major clients as ongoing clients. Generally, we may lose a client as a result of
a merger or acquisition, business failure, contract expiration, or the selection
of another provider of information technology services. We cannot guarantee that
we will be able to retain long-term relationships or secure renewals of
short-term relationships with our major clients in the future.
1
<PAGE> 4
CHANGES IN OUR UBS RELATIONSHIP AND VARIABILITY OF PROFITS FROM UBS COULD
ADVERSELY AFFECT OUR BUSINESS
Our relationship with UBS is a long-term strategic relationship that we
formed by entering into several agreements with UBS in January 1996. These
contracts were renegotiated in April 1997 and June 1998. The April 1997
renegotiation reduced the term of the agreements from 25 years to ten years
beginning January 1997. We cannot guarantee that our current relationship with
UBS will continue on the same terms in the future.
Revenue derived from this relationship depends upon the level of
services we perform, which may vary from period to period depending on UBS's
requirements. The agreement with UBS that covers a majority of our business with
UBS entitles us to recover our costs plus an annual fee in an agreed amount with
a bonus or penalty that can cause this annual fee to vary up or down by as much
as 15%, depending on our level of performance as determined by UBS.
Determination of whether our performance merits a bonus or a penalty depends on
many subjective factors, including service quality, client satisfaction, and our
effectiveness in assisting UBS in meeting its business goals. As a result, we
cannot predict with certainty the future level of revenue or profit from our
relationship with UBS.
FAILURE TO RECRUIT, TRAIN, AND RETAIN SKILLED PERSONNEL COULD INCREASE COSTS OR
LIMIT GROWTH
We must continue to grow internally by hiring and training
technically-skilled people in order to perform services under our existing
contracts and new contracts into which we will enter. The people capable of
filling these positions are in great demand and recruiting and training such
personnel require substantial resources. We have to pay an increasing amount to
hire and retain a technically-skilled workforce. Our business also experiences
significant turnover of technically-skilled people. These factors create
variations and uncertainties in our compensation expense and directly affect our
profits. If we fail to attract, train, and retain sufficient numbers of these
technically-skilled people, our business, financial condition, and results of
operations will be materially and adversely affected.
We have issued a substantial number of options to purchase shares of
Class A common stock to our associates. We expect to continue to issue options
to our associates to reward performance and encourage retention. The exercise of
any additional options issued by us could adversely affect the prevailing market
price of the Class A common stock.
WE COULD LOSE RIGHTS TO OUR COMPANY NAME
We do not own the right to our company name. In 1988, we entered into a
license agreement with Ross Perot and the Perot Systems Family Corporation that
allows us to use the name "Perot" and "Perot Systems" in our business on a
royalty-free basis. Mr. Perot and the Perot Systems Family Corporation may
terminate this agreement at any time and for any reason. Beginning one year
following such a termination, we would not be allowed to use the names "Perot"
or "Perot Systems" in our business. Mr. Perot's or the Perot Systems Family
Corporation's termination of our license agreement could materially and
adversely affect our business, financial condition, and results of operations.
ROSS PEROT'S STOCK OWNERSHIP PROVIDES SUBSTANTIAL CONTROL OVER OUR COMPANY
Ross Perot, our Chairman, President, and Chief Executive Officer, is
the managing general partner of HWGA, Ltd., a partnership that owned 31,705,000
shares of our Class A common stock as of December 31, 1999. Mr. Perot also owns
44,000 shares of our Class A common stock directly. Accordingly, Mr. Perot,
primarily through HWGA, Ltd., controls approximately 35.0% of our outstanding
voting common stock. As a result, Mr. Perot, through HWGA, Ltd., will have the
power to
2
<PAGE> 5
block corporate actions such as an amendment to our Certificate of
Incorporation, the consummation of any merger, or the sale of all or
substantially all of our assets. In addition, Mr. Perot may significantly
influence the election of directors and any other action requiring shareholder
approval. The other general partner of HWGA, Ltd. is Ross Perot, Jr., a director
of our company, who has the authority to manage the partnership and direct the
voting or sale of the shares of Class A common stock held by HWGA, Ltd. if Ross
Perot is no longer the managing general partner.
LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS
Our success depends largely on the skills, experience, and performance
of some key members of our management, including our Chairman, President, and
Chief Executive Officer, Ross Perot. The loss of any key members of our
management may materially and adversely affect our business, financial
condition, and results of operations.
OUR CONTRACTS CONTAIN TERMINATION PROVISIONS AND PRICING RISKS
Many of the services we provide are critical to our clients' business.
Some of our contracts with clients permit termination in the event our
performance is not consistent with service levels specified in those contracts.
The ability of our clients to terminate contracts creates an uncertain revenue
stream. If clients are not satisfied with our level of performance, our
reputation in the industry may suffer, which may also materially and adversely
affect our business, financial condition, and results of operations.
Some of our contracts contain pricing provisions that require the
payment of a set fee by the client for our services regardless of the costs we
incur in performing these services, or provide for penalties in the event we
fail to achieve certain contract standards. In such situations, we are exposed
to the risk that we will incur significant unforeseen costs or such penalties in
performing the contract.
FAILURE TO PROPERLY MANAGE GROWTH COULD ADVERSELY AFFECT OUR BUSINESS
We have expanded our operations rapidly in recent years. We intend to
continue expansion in the foreseeable future to pursue existing and potential
market opportunities. This rapid growth places a significant demand on
management and operational resources. In order to manage growth effectively, we
must implement and improve our operational systems, procedures, and controls on
a timely basis. If we fail to implement these systems, our business, financial
condition, and results of operations will be materially and adversely affected.
WE OPERATE IN HIGHLY COMPETITIVE MARKETS
Our markets are intensely competitive. Our customers' requirements and
the technology available to satisfy those requirements continually change.
Our principal competitors include Andersen Consulting LLP, Cambridge
Technology Partners, Inc., Cap Gemini Group, Computer Sciences Corporation,
debis Systemhaus GmbH (the information technology division of DaimlerChrysler),
Electronic Data Systems Corporation, Ernst & Young LLP, IBM Global Services (a
division of International Business Machines Corporation), KPMG Peat Marwick LLP,
MCI Systemhouse, Oracle Corporation, PricewaterhouseCoopers LLP, and The SABRE
Group Holdings, Inc.
Many of these companies, as well as some other competitors, have
greater financial resources and a larger customer base than we do and may have
larger technical, sales, and marketing resources than we
3
<PAGE> 6
do. We expect to encounter additional competition as we address new markets and
as the computing and communications markets converge.
We must frequently compete with a client's own internal information
technology capability, which may constitute a fixed cost for the client. This
may increase pricing pressure on us. If we are forced to lower our pricing or if
demand for our services decreases, our business, financial condition, and
results of operations will be materially and adversely affected.
We compete on the basis of a number of factors, including the
attractiveness of the business strategy and services that we offer, breadth of
services we offer, pricing, technological innovation, quality of service, and
ability to invest in or acquire assets of potential customers. Some of these
factors are outside our control. We cannot be sure that we will compete
successfully against our competitors in the future. If we fail to compete
successfully against our current or future competitors with respect to these or
other factors, our business, financial condition, and results of operations will
be materially and adversely affected.
VARIABILITY OF QUARTERLY OPERATING RESULTS
We expect our revenues and operating results to vary from quarter to
quarter. Such variations are likely to be caused by many factors that are, to
some extent, outside our control, including:
o mix and timing of client projects;
o completing client projects;
o hiring, integrating, and utilizing associates;
o timing of new contracts;
o issuance of common shares and options to employees; and
o one time non-recurring and unusual charges.
Accordingly, we believe that quarter-to-quarter comparisons of
operating results for preceding quarters are not necessarily meaningful. You
should not rely on the results of one quarter as an indication of our future
performance.
CHANGES IN TECHNOLOGY COULD ADVERSELY AFFECT OUR BUSINESS
The markets for our information technology services change rapidly
because of technological innovation, new product introductions, changes in
customer requirements, declining prices, and evolving industry standards, among
other factors. New products and new technology often render existing information
services or technology infrastructure obsolete, excessively costly, or otherwise
unmarketable. As a result, our success depends on our ability to timely innovate
and integrate new technologies into our service offerings. We cannot guarantee
that we will be successful at adopting and integrating new technologies into our
service offerings in a timely manner.
Advances in technology also require us to commit substantial resources
to acquiring and deploying new technologies for use in our operations. We must
continue to commit resources to train our personnel and our clients' personnel
in the use of these new technologies. We must continue to train
4
<PAGE> 7
personnel to maintain the compatibility of existing hardware and software
systems with these new technologies. We cannot be sure that we will be able to
continue to commit the resources necessary to refresh our technology
infrastructure at the rate demanded by our markets.
INTELLECTUAL PROPERTY RIGHTS
In recent years, there has been significant litigation in the United
States involving patent and other intellectual property rights. We are not
currently involved in any material intellectual property litigation. We may,
however, be a party to intellectual property litigation in the future to protect
our trade secrets or know-how.
Our suppliers, clients, and competitors may have patents and other
proprietary rights that cover technology employed by us. Such persons may also
seek patents in the future. United States patent applications are confidential
until a patent is issued and most technologies are developed in secret.
Accordingly, we are not, and cannot, be aware of all patents or other
intellectual property rights of which our services may pose a risk of
infringement. Others asserting rights against us could force us to defend
ourselves or our clients against alleged infringement of intellectual property
rights. We could incur substantial costs to prosecute or defend any such
litigation and intellectual property litigation could force us to do one or more
of the following:
o cease selling or using products or services that incorporate the
challenged technology;
o obtain from the holder of the infringed intellectual property
right a license to sell or use the relevant technology; and
o redesign those services or products that incorporate such
technology.
PROVISIONS OF OUR CERTIFICATE OF INCORPORATION, BYLAWS, AND DELAWARE LAW COULD
DETER TAKEOVER ATTEMPTS
Our Board of Directors may issue up to 5,000,000 shares of preferred
stock and may determine the price, rights, preferences, privileges, and
restrictions, including voting and conversion rights, of these shares of
preferred stock. These determinations may be made without any further vote or
action by our stockholders. The rights of the holders of common stock will be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. The issuance of preferred
stock may make it more difficult for a third party to acquire a majority of our
outstanding voting stock.
In addition, we have adopted a stockholders' rights plan. Under this
plan, after the occurrence of specified events that may result in a change of
control, our stockholders will be able to buy stock from us or our successor at
half the then current market price. These rights will not extend, however, to
persons participating in takeover attempts without the consent of our Board of
Directors or that our Board of Directors determines to be adverse to the
interests of the stockholders. Accordingly, this plan could deter takeover
attempts.
Some provisions of our Certificate of Incorporation and Bylaws and of
Delaware General Corporation Law could also delay, prevent, or make more
difficult a merger, tender offer, or proxy contest involving our company. Among
other things, these provisions:
o require a 66 2/3% vote to amend our Certificate of Incorporation
or approve any merger or sale, lease, or exchange of all or
substantially all of our property and assets;
5
<PAGE> 8
o require an 80% vote of the stockholders to amend our Bylaws;
o require advance notice for stockholder proposals and director
nominations to be considered at a vote of a meeting of
stockholders;
o permit only our Chairman, President, or a majority of our Board
of Directors to call stockholder meetings, unless our Board of
Directors otherwise approves;
o prohibit actions by stockholders without a meeting, unless our
Board of Directors otherwise approves; and
o limit transactions between our company and persons that acquire
significant amounts of stock without approval of our Board of
Directors.
NO DIVIDENDS
We have never declared or paid a cash dividend on our common stock. We
do not anticipate paying any cash dividends on our common stock in the
foreseeable future.
RISKS RELATED TO INTERNATIONAL OPERATIONS
We have operations in many countries around the world. Risks that
affect international operations include:
o fluctuations in currency exchange rates;
o complicated licensing and work permit requirements;
o variations in the protection of intellectual property rights;
o restrictions on the ability to convert currency; and
o additional expenses and risks inherent in conducting operations
in geographically distant locations, with customers speaking
different languages and having different cultural approaches to
the conduct of business.
To attempt to mitigate the effects of foreign currency fluctuations on
the results of our foreign operations, we sometimes use forward exchange
contracts and other hedging techniques to help protect us from large swings in
currency exchange rates.
THE COMPANY
We are a worldwide provider of information technology services and
business solutions to a broad range of clients. We serve our clients by
delivering services and solutions focused on each client's needs, with
particular emphasis on helping clients more effectively serve their customers.
We integrate three core disciplines in providing information technology
solutions and services to our clients:
o business integration;
o systems integration and applications development; and
o information technology infrastructure services.
6
<PAGE> 9
Business integration services include working with clients to develop
and implement business strategy, information technology strategy, process
redesign, and change management. Systems integration and applications
development include the design and implementation of information technology
systems for clients, including both custom-developed and packaged software.
Information technology infrastructure services combine information technology
outsourcing, staffing, and infrastructure management.
In marketing our services, we are primarily focused on four industries:
financial services, energy, healthcare, and travel and transportation. We target
these industries to capture the opportunities arising from these industries'
rapid rates of change, growth, and the increasing importance of information
technology in driving and managing this change and growth. We also have
significant clients in the communications and media and manufacturing industries
and continually evaluate additional industries for future growth opportunities.
Ross Perot and eight associates founded Perot Systems Corporation in
June 1988. Our principal executive offices are located at 12404 Park Central
Drive, Dallas, Texas 75251 and our telephone number is (972) 340-5000.
7
<PAGE> 10
SELECTED CONSOLIDATED FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, September 30, Year Ended December 31,
------------- ------------- --------------------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
------------- ------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue ................... $ 861.4 $ 724.2 $ 993.6 $ 781.6 $ 599.4 $ 342.3 $ 292.2
Operating income .......... 75.5 42.2 61.3 17.6 41.3 20.9 10.9
Net income ................ 53.2 28.2 40.5 11.2 20.5 10.8 6.3
Basic earnings per common
share ..................... $ 0.61 $ 0.37 $ 0.53 $ 0.14 $ 0.27 $ 0.17 $ 0.10
Diluted earnings per common
share ..................... $ 0.47 $ 0.29 $ 0.42 $ 0.12 $ 0.24 $ 0.16 $ 0.09
BALANCE SHEET DATA:
Total assets .............. $ 592.0 $ 390.5 $ 382.1 $ 267.1 $ 232.2 $ 130.5 $ 90.3
Total debt, including
current maturities ........ 0.8 2.2 1.5 2.9 5.2 6.1 10.0
Book value per common
share* .................... $ 3.89 $ 1.66 $ 1.83 $ 1.22 $ 0.89 $ 0.50 $ 0.37
</TABLE>
We have never declared or paid a cash dividend on our common stock.
* The effect of the Preferred Stock outstanding at December 31, 1995 and 1994
has been eliminated from this calculation. The Preferred Stock was redeemed
by the Company during 1996.
PLAN OF DISTRIBUTION
GENERAL
This prospectus relates to 5,000,000 shares of our Class A common stock
that we may offer and issue from time to time in connection with our acquisition
of other businesses, properties, or equity and/or debt securities in business
combination transactions. This prospectus will also relate to some shares of
Class A common stock that persons who acquired shares pursuant to this
prospectus may resell or reoffer.
We intend to concentrate our acquisitions in areas related to our
current business. If the opportunity arises, however, we may make acquisitions
that are either complementary to our present operations or that we consider
advantageous even though the business may not be the same as our present
activities. The consideration for any such acquisition will be determined by
negotiations between us and the owners or controlling persons of the acquired
businesses or assets. We expect that the shares of Class A common stock issued
in any acquisition will be valued at a price reasonably related to the market
value of the Class A common stock either at the time we agree on the terms of an
acquisition or at the time of delivery of the shares.
8
<PAGE> 11
We do not expect to pay underwriting discounts or commissions in
connection with the issuance of shares of Class A common stock under this
prospectus. However, we may pay finders' fees or brokers' commissions in
connection with specific acquisitions, and these fees may be paid in shares of
Class A common stock covered by this prospectus. Any person receiving a fee may
be an underwriter within the meaning of the Securities Act of 1933.
SELLING STOCKHOLDERS
We may from time to time permit persons who receive shares of Class A
common stock in business combinations to resell their shares using this
prospectus.
These sales may be effected from time to time on the New York Stock
Exchange at prevailing prices or at negotiated prices. The selling stockholders
may also sell shares of Class A common stock in private transactions or in the
over-the-counter market at prices related to the prevailing prices of the shares
on the New York Stock Exchange.
The selling stockholders may use broker-dealers to effect these
transactions. These broker-dealers may receive compensation in the form of
underwriting discounts, concessions, or commissions from the sales. The selling
stockholders and any broker-dealers that participate in the distribution may,
under certain circumstances, be deemed to be underwriters within the meaning of
the Securities Act of 1933, and any commissions received or profits realized may
be deemed to be underwriting discounts and commissions under the Securities Act.
We and the selling stockholders may also agree to indemnify the broker-dealers
against certain liabilities under the Securities Act. In addition, we may agree
to indemnify the selling stockholders and any underwriter of the shares of Class
A common stock against certain liabilities under the Securities Act or, if
indemnity is unavailable, to contribute toward amounts required to be paid in
respect of such liabilities.
If required under the Securities Act of 1933, we will file a
supplemental prospectus disclosing the name of any selling stockholder, the name
of any broker-dealers involved in a sale, the number of shares involved, the
price at which such shares are to be sold, the commissions paid or discounts or
concessions allowed, and other facts material to the transaction.
We may agree to pay certain costs and expenses that the selling
stockholders incur in connection with the registration of their shares, but we
expect that the selling stockholders will pay all selling commissions, transfer
taxes, and related charges in connection with the offer and sale of their shares
of Class A common stock.
The selling stockholders may sell the shares of Class A common stock
offered hereby from time to time and may choose to sell less than all or none of
those shares.
AVAILABLE INFORMATION
We file annual, quarterly, special reports, proxy statements, and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room. Our SEC filings are also available to
the public from the SEC's Website at "http://www.sec.gov." Our common stock is
listed on the New York Stock Exchange under the symbol "PER" and the periodic
reports, proxy statements, and other information we file with the SEC may also
be inspected at the offices of the New York Stock Exchange at 20 Broad Street,
New York, New York 10005.
9
<PAGE> 12
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and the information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below:
(1) Our Annual Report on Form 10-K for the fiscal year ended December
31, 1998.
(2) Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999.
(3) Our Current Report on Form 8-K dated January 28, 2000.
(4) The Registration Statement of our Class A common stock on Form
8-A filed on January 21, 1999.
(5) The Registration Statement of Rights to Purchase our Series A and
Series B Junior Participating Preferred Stock on Form 8-A filed
on February 18, 1999.
In addition, this prospectus incorporates by reference any future
filings we will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 from the date of the initial filing of the
registration statement that includes this prospectus until the termination of
the offering. Information in this prospectus supersedes related information in
the documents listed above and information in subsequently filed documents
supersedes related information in both this prospectus and the incorporated
documents.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
12404 Park Central Drive
Dallas, Texas 75251
Attention: Investor Relations
(972) 340-5000
This prospectus is part of a registration statement that we have filed
with the SEC. You should rely only on the information or representations
provided in this prospectus. We have not authorized nor have any of the selling
stockholders authorized anyone to provide you with different information. The
selling stockholders are not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information in
this prospectus is accurate as of any date other than the date on the front of
the document.
LEGAL MATTERS
The validity of the Class A common stock will be passed upon for us by
Hughes & Luce, L.L.P., Dallas, Texas. A partner in Hughes & Luce, L.L.P. is the
beneficial owner of 281,000 shares of our Class A common stock.
10
<PAGE> 13
EXPERTS
Our audited consolidated financial statements incorporated in this
Prospectus by reference to the Annual Report on Form 10-K for the year ended
December 31, 1998, have been so incorporated on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in auditing and accounting.
11
