UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DELL INC ONE DELL WAY ROUND ROCK, TX 78682 |
 |  X |  |  |
Dell International L.L.C. ONE DELL WAY ROUND ROCK, TX 78682 |
 |  X |  |  |
DELL INC., By: /s/ Janet B. Wright, Assistant Secretary | 11/06/2009 | |
**Signature of Reporting Person | Date | |
DELL INTERNATIONAL LLC, By: /s/ Janet B. Wright, Manager | 11/06/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 20, 2009, by and among Dell Inc., a Delaware corporation ("Dell"), DII - Holdings Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Dell (the "Purchaser"), and Perot Systems Corporation, a Delaware corporation ("Perot Systems"), on October 2, 2009, the Purchaser commenced a cash tender offer (the "Offer") to purchase all outstanding shares of Class A Common Stock, par value $0.01 per share, of Perot Systems (the "Shares") at a price of $30.00 per Share, without interest thereon and less any applicable withholding or stock transfer taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 2, 2009, and in the related Letter of Transmittal, |
(2) | (continued from Footnote 1) each as amended and supplemented from time to time, included as exhibits to the Tender Offer Statement on Schedule TO filed by Dell and the Purchaser with the Securities and Exchange Commission on September 2, 2009. |
(3) | The Offer expired at 12:00 midnight, New York City time, on November 2, 2009. An aggregate of 108,774,629 Shares were validly tendered and not properly withdrawn prior to the expiration of the Offer, representing approximately 87.7% of the Shares outstanding as of November 2, 2009. Dell also received commitments to tender approximately 3,961,266 additional Shares pursuant to the Offer's guaranteed delivery procedures. On November 3, 2009, the Purchaser accepted for payment all validly tendered and not properly withdrawn Shares (including Shares tendered to the depositary pursuant to the Offer's guaranteed delivery procedures). |
(4) | In order to complete the merger of the Purchaser with and into the Company as a "short form" merger under Delaware law, on November 3, 2009, the Purchaser exercised its "top-up" option pursuant to the Merger Agreement, which permitted the Purchaser to purchase additional Shares directly from Perot Systems for $30.00 per Share, the same price paid in the Offer. |
(5) | Following the Purchaser's acceptance for payment of all validly tendered and not properly withdrawn Shares on November 3, 2009, pursuant to the terms of the Merger Agreement, the Purchaser merged with and into Perot Systems and each share of common stock, par value $0.01 per share, of the Purchaser that was issued and outstanding immediately prior to the Merger was converted into one share of common stock, par value $0.01 of Perot Systems, as the surviving corporation. As a result of the Merger, Perot Systems became a direct, wholly owned subsidiary of Dell International LLC ("Dell LLC"), which is a direct, wholly owned subsidiary of Dell. As a result of the Merger, Dell and Dell LLC beneficially owned 153,227,011 Shares, representing 100% of the Shares. |