3//SEC Filing
PEROT SYSTEMS CORP 3
Accession 0001209191-09-051364
CIK 0000894253operating
Filed
Nov 5, 7:00 PM ET
Accepted
Nov 6, 12:09 PM ET
Size
9.2 KB
Accession
0001209191-09-051364
Insider Transaction Report
Form 3
Dell International L.L.C.
10% Owner
Holdings
- 153,227,011(indirect: Beneficially owned through indirect, wholly-owned subsidiary)
Class A Common Stock
DELL INC
10% Owner
Holdings
- 153,227,011(indirect: Beneficially owned through indirect, wholly-owned subsidiary)
Class A Common Stock
Footnotes (5)
- [F1]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,
- [F2](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.
- [F3]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 An aggregate of 108,774,629 Shares were validly tendered and not properly withdrawn prior to the expiration of the Offer, representing approximately 87.7% of the Shares outstanding as of November 2, 2009.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 On November 3, 2009, the Purchaser accepted for payment all validly tendered and not properly withdrawn Shares (including Shares tendered to the depositary pursuant to the Offer's guaranteed delivery procedures).
- [F4]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.
- [F5]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.
Documents
Issuer
PEROT SYSTEMS CORP
CIK 0000894253
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000894253
Filing Metadata
- Form type
- 3
- Filed
- Nov 5, 7:00 PM ET
- Accepted
- Nov 6, 12:09 PM ET
- Size
- 9.2 KB