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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): APRIL 22, 1998
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DELL COMPUTER CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 0-17017 74-2487834
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
ONE DELL WAY
ROUND ROCK, TEXAS 78682-2244
(Address of principal (Zip code)
executive offices)
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 April 27, 1998, Dell Computer Corporation, a Delaware corporation
(the "Company"), completed the issuance and sale of $200 million of 10-year
6.55% Senior Notes and $300 million of 30-year 7.10% Senior Debentures. Each
series of debt securities carries a rating of Baa1/BBB. The net proceeds from
the offering (approximately $494.6 million, after the payment of offering
expenses) will be used for general corporate purposes, including capital
expenditures.
The debt securities were issued under an Indenture, dated as of April
27, 1998, between the Company and Chase Bank of Texas, National Association, as
Trustee, a copy of which is filed herewith as Exhibit 99.2. The terms of the
debt securities are set forth in the Officers' Certificates filed herewith as
Exhibits 99.3 and 99.4.
Morgan Stanley Dean Witter and Goldman, Sachs & Co. acted as
underwriters in the public offering, pursuant to an Underwriting Agreement, a
copy of which is filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 -- Underwriting Agreement, dated April 22, 1998, among
Dell Computer Corporation, Morgan Stanley & Co.
Incorporated and Goldman, Sachs & Co.
99.2 -- Indenture, dated as of April 27, 1998, between Dell
Computer Corporation and Chase Bank of Texas,
National Association
99.3 -- Officers' Certificate pursuant to Section 301 of the
Indenture establishing the terms of the 6.55% Senior
Notes Due 2008 of Dell Computer Corporation
99.4 -- Officers' Certificate pursuant to Section 301 of the
Indenture establishing the terms of the 7.10% Senior
Debentures Due 2028 of Dell Computer Corporation
99.5 -- Form of 6.55% Senior Notes Due 2008 of Dell Computer
Corporation
99.6 -- Form of 7.10% Senior Debentures Due 2028 of Dell
Computer Corporation
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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 thereunto duly authorized.
DELL COMPUTER CORPORATION
By: /s/ Alex C. Smith
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Name: Alex C. Smith
Title: Vice President, Treasurer
Date: April 27, 1998
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
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99.1 - Underwriting Agreement, dated April 22, 1998, among Dell Computer Corporation,
Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co.
99.2 - Indenture, dated as of April 27, 1998, between Dell Computer Corporation and
Chase Bank of Texas, National Association
99.3 - Officers' Certificate pursuant to Section 301 of the Indenture establishing the
terms of the 6.55% Senior Notes Due 2008 of Dell Computer Corporation
99.4 - Officers' Certificate pursuant to Section 301 of the Indenture establishing the
terms of the 7.10% Senior Debentures Due 2028 of Dell Computer Corporation
99.5 - Form of 6.55% Senior Notes Due 2008 of Dell Computer Corporation
99.6 - Form of 7.10% Senior Debentures Due 2028 of Dell Computer Corporation