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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)
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)
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
EXHIBIT NO.
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99 Press Release, dated May 23, 1996, issued by the Company
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