Robert L. Kimball Vinson & Elkins L.L.P. 2001 Ross Avenue, Suite 3700 Dallas, Texas 75201 (214) 220-7700 |
William R. Volk Vinson & Elkins L.L.P. 2801 Via Fortuna, Suite 100 Austin, Texas 78746 (512) 542-8400 |
Transaction Valuation(l) | Amount of Filing Fee(2) | ||
$4,117,123,260
|
$229,735.48 | ||
(1) | Estimated for purposes of calculating the filing fee only. This amount is based on the offer to purchase at a purchase price of $30.00 cash per share an aggregate of (i) 121,322,396 outstanding shares of Class A Common Stock of Perot Systems Corporation; and (ii) 15,915,046 shares of Class A Common Stock of Perot Systems Corporation that were subject to and reserved for issuance with respect to all outstanding options, restricted stock units or stock appreciation rights settleable in Class A Common Stock, in each case as provided by Perot Systems Corporation as of September 17, 2009, the most recent practicable date. |
(2) | The filing fee, calculated in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #2 for Fiscal Year 2010 issued by the Securities and Exchange Commission, equals $55.80 per million of the value of the transaction. |
o | Check the 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: None
|
Filing Party: N/A | |
Form of Registration No.: N/A
|
Date Filed: N/A |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
þ | Third-party tender offer subject to Rule 14d-1. | |
o | Issuer tender offer subject to Rule 13e-4. | |
o | Going-private transaction subject to Rule 13e-3. | |
o | Amendment to Schedule 13D under Rule 13d-2. |
Item 1. | Summary Term Sheet. |
Item 2. | Subject Company Information. |
Item 3. | Identity and Background of Filing Person. |
Item 4. | Terms of the Transaction. |
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Item 5. | Past Contacts, Transactions, Negotiations and Agreements. |
Item 6. | Purposes of the Transaction and Plans or Proposals. |
Item 7. | Source and Amount of Funds or Other Consideration. |
Item 8. | Interest in Securities of the Subject Company. |
Item 9. | Persons/Assets Retained, Employed, Compensated or Used. |
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Item 10. | Financial Statements. |
Item 11. | Additional Information. |
Item 12. | Exhibits. |
Exhibit
|
Exhibit Name
|
|||
(a)(1)(A) | Offer to Purchase dated October 2, 2009.* | |||
(a)(1)(B) | Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).* | |||
(a)(1)(C) | Notice of Guaranteed Delivery.* | |||
(a)(1)(D) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |||
(a)(1)(E) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |||
(a)(5)(A) | Joint Press Release issued by Dell Inc. and Perot Systems Corporation on September 21, 2009, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Dell Inc. on September 21, 2009. | |||
(a)(5)(B) | Form of Summary Advertisement as published on October 2, 2009 in The Wall Street Journal. | |||
(a)(5)(C) | Press Release issued by Dell Inc. on October 2, 2009. | |||
(b)(1) | Issuing and Paying Agency Agreement dated as of June 1, 2006 by and between Dell Inc. and JPMorgan Chase Bank. | |||
(b)(2) | Form of Commercial Paper Dealer Agreement dated as of June 1, 2006. | |||
(d)(1) | Agreement and Plan of Merger, dated as of September 20, 2009, by and among Dell Inc., DII Holdings Inc. and Perot Systems Corporation, incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Dell Inc. on September 21, 2009. | |||
(d)(2) | First Amendment, dated September 30, 2009, to Agreement and Plan of Merger, dated September 20, 2009, by and among Dell Inc., DII Holdings Inc. and Perot Systems Corporation, incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Dell Inc. on October 1, 2009. | |||
(d)(3) | Form of Tender and Voting Agreement, dated September 20, 2009, among Dell Inc., DII Holdings Inc., Perot Systems Corporation and each of the following officers and/or directors of Perot Systems Corporation: Peter A. Altabef, Steven Blasnik, John S.T. Gallagher, Carl Hahn, DeSoto Jordan, Caroline S. Matthews, Thomas Meurer, Cecil H. Moore, Jr., Anthony J. Principi, Anuroop Singh, John Lyon, Russell Freeman, Thomas D. Williams, Scott Barnes, Eugene L. Carrick, Steve Curts, John E. Harper, Anurag Jain, Chuck Lyles and Jeff Renzi, incorporated herein by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Dell Inc. on September 21, 2009. |
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Exhibit
|
Exhibit Name
|
|||
(d)(4) | Form of Tender and Voting Agreement, dated September 20, 2009, among Dell Inc., DII Holdings Inc., Perot Systems Corporation and each of the following stockholders of Perot Systems Corporation: H. Ross Perot, HWGA, Ltd., The Perot Foundation, Petrus Financial Services Ltd., Perot Investment Trust I, Perot Investment Trust II, Perot Investment Trust III, Perot Investment Trust IV and Perot Investment Trust V, incorporated herein by reference to Exhibit 2.3 to the Current Report on Form 8-K filed by Dell Inc. on September 21, 2009. | |||
(d)(5) | Amended and Restated Tender and Voting Agreement, dated September 30, 2009, among Dell Inc., DII Holdings Inc., Perot Systems Corporation and the Perot Family Trust, incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Dell Inc. on October 1, 2009. | |||
(d)(6) | Non-Disclosure Agreement, dated as of September 2, 2009, by and between Dell Inc. and Perot Systems Corporation. | |||
(d)(7) | Exclusivity Agreement, dated as of September 4, 2009, by and between Dell Inc. and Perot Systems Corporation. | |||
(d)(8) | Executive Offer Letter provided by Dell Inc. to Peter A. Altabef. | |||
(d)(9) | Executive Offer Letter provided by Dell Inc. to Scott Barnes. | |||
(d)(10) | Executive Offer Letter provided by Dell Inc. to Eugene Carrick. | |||
(d)(11) | Executive Offer Letter provided by Dell Inc. to John E. Harper. | |||
(d)(12) | Executive Offer Letter provided by Dell Inc. to Anurag Jain. | |||
(d)(13) | Executive Offer Letter provided by Dell Inc. to Chuck Lyles. | |||
(d)(14) | Executive Offer Letter provided by Dell Inc. to Jeff Renzi. | |||
(d)(15) | Executive Offer Letter provided by Dell Inc. to Thomas D. Williams. | |||
(d)(16) | Executive Offer Letter provided by Dell Inc. to John Lyon. | |||
(d)(17) | Executive Offer Letter provided by Dell Inc. to Steven Curts. | |||
(d)(18) | Form of Employment Agreement executed by each new employee of Dell Inc. | |||
(d)(19) | Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement, dated September 20, 2009, between Dell Inc. and Peter A. Altabef. | |||
(d)(20) | Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement, each dated September 20, 2009, between Dell Inc. and each of the following: Scott Barnes, Eugene Carrick, John E. Harper, Anurag Jain, Charles Lyles, Jeffery Renzi, Thomas D. Williams, John Lyon and Steven Curts. | |||
(d)(21) | Form of Rollover Restricted Stock Unit Agreement to be entered into between Dell Inc. and any of the following that elects to participate: Peter A. Altabef, Scott Barnes, Eugene Carrick, John E. Harper, Anurag Jain, Charles Lyles, Jeffery Renzi, Thomas D. Williams, John Lyon and Steven Curts. | |||
(d)(22) | Form of Stock Unit Agreement to be entered into between Dell Inc. and certain new employees. | |||
(d)(23) | Retention Agreement, dated September 20, 2009, between Dell Inc. and Russell Freeman. | |||
(d)(24) | Non-Competition Agreement, dated September 20, 2009, between H. Ross Perot, Dell Inc., DII-Holdings, Inc. and Perot Systems Corporation. | |||
(d)(25) | Non-Competition Agreement, dated September 20, 2009, between Ross Perot, Jr., Dell Inc., DII-Holdings, Inc. and Perot Systems Corporation. | |||
(d)(26) | Third Amended and Restated License Agreement, dated September 20, 2009, between Perot Systems Family Corporation, H. Ross Perot, Ross Perot, Jr. and Perot Systems Corporation. | |||
(g) | Not applicable. | |||
(h) | Not applicable. |
* | Included in mailing to stockholders. |
Item 13. | Information required by Schedule 13E-3. |
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By: |
/s/ Janet
B. Wright
|
Title: | Assistant Secretary |
By: |
/s/ Janet
B. Wright
|
Title: | Assistant Secretary |
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Exhibit
|
Exhibit Name
|
|||
(a)(1)(A) | Offer to Purchase dated October 2, 2009.* | |||
(a)(1)(B) | Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).* | |||
(a)(1)(C) | Notice of Guaranteed Delivery.* | |||
(a)(1)(D) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |||
(a)(1)(E) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |||
(a)(5)(A) | Joint Press Release issued by Dell Inc. and Perot Systems Corporation on September 21, 2009, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Dell Inc. on September 21, 2009. | |||
(a)(5)(B) | Form of Summary Advertisement as published on October 2, 2009 in The Wall Street Journal. | |||
(a)(5)(C) | Press Release issued by Dell Inc. on October 2, 2009. | |||
(b)(1) | Issuing and Paying Agency Agreement dated as of June 1, 2006 by and between Dell Inc. and JPMorgan Chase Bank. | |||
(b)(2) | Form of Commercial Paper Dealer Agreement dated as of June 1, 2006. | |||
(d)(1) | Agreement and Plan of Merger, dated as of September 20, 2009, by and among Dell Inc., DII Holdings Inc. and Perot Systems Corporation, incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Dell Inc. on September 21, 2009. | |||
(d)(2) | First Amendment, dated September 30, 2009, to Agreement and Plan of Merger, dated September 20, 2009, by and among Dell Inc., DII Holdings Inc. and Perot Systems Corporation, incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Dell Inc. on October 1, 2009. | |||
(d)(3) | Form of Tender and Voting Agreement, dated September 20, 2009, among Dell Inc., DII Holdings Inc., Perot Systems Corporation and each of the following officers and/or directors of Perot Systems Corporation: Peter A. Altabef, Steven Blasnik, John S.T. Gallagher, Carl Hahn, DeSoto Jordan, Caroline S. Matthews, Thomas Meurer, Cecil H. Moore, Jr., Anthony J. Principi, Anuroop Singh, John Lyon, Russell Freeman, Thomas D. Williams, Scott Barnes, Eugene L. Carrick, Steve Curts, John E. Harper, Anurag Jain, Chuck Lyles and Jeff Renzi, incorporated herein by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Dell Inc. on September 21, 2009. | |||
(d)(4) | Form of Tender and Voting Agreement, dated September 20, 2009, among Dell Inc., DII Holdings Inc., Perot Systems Corporation and each of the following stockholders of Perot Systems Corporation: H. Ross Perot, HWGA, Ltd., The Perot Foundation, Petrus Financial Services Ltd., Perot Investment Trust I, Perot Investment Trust II, Perot Investment Trust III, Perot Investment Trust IV and Perot Investment Trust V, incorporated herein by reference to Exhibit 2.3 to the Current Report on Form 8-K filed by Dell Inc. on September 21, 2009. | |||
(d)(5) | Amended and Restated Tender and Voting Agreement, dated September 30, 2009, among Dell Inc., DII-Holdings Inc., Perot Systems Corporation and the Perot Family Trust, incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Dell Inc. on October 1, 2009. | |||
(d)(6) | Non-Disclosure Agreement, dated as of September 2, 2009, by and between Dell Inc. and Perot Systems Corporation. | |||
(d)(7) | Exclusivity Agreement, dated as of September 4, 2009, by and between Dell Inc. and Perot Systems Corporation. | |||
(d)(8) | Executive Offer Letter provided by Dell Inc. to Peter A. Altabef. | |||
(d)(9) | Executive Offer Letter provided by Dell Inc. to Scott Barnes. | |||
(d)(10) | Executive Offer Letter provided by Dell Inc. to Eugene Carrick. | |||
(d)(11) | Executive Offer Letter provided by Dell Inc. to John E. Harper. | |||
(d)(12) | Executive Offer Letter provided by Dell Inc. to Anurag Jain. | |||
(d)(13) | Executive Offer Letter provided by Dell Inc. to Chuck Lyles. | |||
(d)(14) | Executive Offer Letter provided by Dell Inc. to Jeffery Renzi. |
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Exhibit
|
Exhibit Name
|
|||
(d)(15) | Executive Offer Letter provided by Dell Inc. to Thomas D. Williams. | |||
(d)(16) | Executive Offer Letter provided by Dell Inc. to John Lyon. | |||
(d)(17) | Executive Offer Letter provided by Dell Inc. to Steven Curts. | |||
(d)(18) | Form of Employment Agreement executed by each new employee of Dell Inc. | |||
(d)(19) | Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement, dated September 20, 2009, between Dell Inc. and Peter A. Altabef. | |||
(d)(20) | Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement, each dated September 20, 2009, between Dell Inc. and each of the following: Scott Barnes, Eugene Carrick, John E. Harper, Anurag Jain, Charles Lyles, Jeffery Renzi, Thomas D. Williams, John Lyon and Steven Curts. | |||
(d)(21) | Form of Rollover Restricted Stock Unit Agreement to be entered into between Dell Inc. and any of the following that elects to participate: Peter A. Altabef, Scott Barnes, Eugene Carrick, John E. Harper, Anurag Jain, Charles Lyles, Jeffery Renzi, Thomas D. Williams, John Lyon and Steven Curts. | |||
(d)(22) | Form of Stock Unit Agreement to be entered into between Dell Inc. and certain new employees. | |||
(d)(23) | Retention Agreement, dated September 20, 2009, between Dell Inc. and Russell Freeman. | |||
(d)(24) | Non-Competition Agreement, dated September 20, 2009, between H. Ross Perot, Dell Inc., DII-Holdings, Inc. and Perot Systems Corporation. | |||
(d)(25) | Non-Competition Agreement, dated September 20, 2009, between Ross Perot, Jr., Dell Inc., DII-Holdings, Inc. and Perot Systems Corporation. | |||
(d)(26) | Third Amended and Restated License Agreement, dated September 20, 2009, between Perot Systems Family Corporation, H. Ross Perot, Ross Perot, Jr. and Perot Systems Corporation. | |||
(g) | Not applicable. | |||
(h) | Not applicable. |
* | Included in mailing to stockholders. |
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