- Written communication by the subject company relating to a third party tender offer (SC14D9C)
September 24 2009 - 5:22PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
PEROT SYSTEMS CORPORATION
(Name of Subject Company)
PEROT SYSTEMS CORPORATION
(Name of Person Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
714265105
(CUSIP Number of Class of Securities)
THOMAS D. WILLIAMS
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
PEROT SYSTEMS CORPORATION
2300 West Plano Parkway
Plano, Texas 75075
(972) 577-0000
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
JOHN W. MARTIN
SOREN LINDSTROM
BAKER BOTTS L.L.P.
2001 Ross Avenue, Suite 600
Dallas, Texas 75201
(214) 953-6500
þ
Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
The following document relating to the proposed acquisition of Perot Systems Corporation by Dell
Inc. is attached:
1.
|
|
Perot Systems - Employee Frequently Asked Questions
|
|
|
|
1.
|
|
Perot Systems Employee Frequently Asked Questions
|
|
|
|
Q-1:
|
|
What will I receive if I purchased shares of Class A Common Stock,
par value $0.01 (
Common Stock
), in the Company as a participant in
one of the Companys Employee Stock Purchase Plans (the
ESPPs
)?
|
|
|
|
A-1:
|
|
If you purchased Common Stock as a participant in one of the ESPPs,
you will receive a cash payment in exchange for each share of such
Common Stock, such that Dell will provide you with a payment equal to
the total number of your shares of Common Stock
multiplied by
$30.
You will receive a notice in the mail from Dell soon regarding the
purchase of your shares.
|
|
|
|
Q-2:
|
|
Can I purchase any additional shares of Common Stock through an ESPP
if I am a current participant in one of the ESPPs?
|
|
|
|
A-2:
|
|
Yes, if you are currently participating in one of the ESPPs, you will
be permitted to purchase additional shares of Common Stock at the end
of that ESPPs current purchase period, which ends September 30,
2009. At the end of this current purchase period, the ESPPs will be
suspended to new and continued participation, such that after the
current purchase period, no additional Common Stock may be purchased
pursuant to the ESPPs. We anticipate that you will receive a cash
payment in exchange for these shares of Common Stock (and any other
shares of Common Stock acquired pursuant to the ESPPs within the past
six months) as soon as practicable after the time that Dell acquires
a specific level of ownership in the Company for certain tax purposes
(the
Threshold Time
).
|
|
|
|
Q-3:
|
|
If I hold unexercised, vested or unvested, options to purchase shares
of Common Stock or stock appreciation rights that are settleable in
Common Stock (
Company Stock Options
), what will happen to those
options?
|
|
|
|
A-3:
|
|
At the Threshold Time all of your outstanding Company Stock Options
will be treated as follows:
|
|
|
|
All of your Company Stock Options that you hold immediately prior to the
Threshold Time will vest and be cancelled immediately after the Threshold Time; and
|
|
|
|
|
You will receive a cash payment in exchange for your cancelled Company Stock
Options shortly after the Threshold Time, such that Dell will provide you with a
payment equal to the difference between $30 and the exercise price per share of
such Company Stock Options
multiplied by
the number of shares that were subject to
the Company Stock Options, less applicable tax withholdings.
|
|
|
|
Q-4:
|
|
If I hold unvested restricted stock awards or restricted stock unit
awards (
Company Restricted Stock Awards
) to acquire shares of
Common Stock, what will happen to those awards?
|
|
|
|
A-4:
|
|
At the Threshold Time all of your outstanding Company Restricted
Stock Awards will be treated as follows:
|
|
|
|
All of your Company Restricted Stock Awards that you hold immediately prior to
the Threshold Time will, immediately after the Threshold Time, become vested/earned
and cancelled, and your cancelled Company Restricted Stock Awards will be converted
into the right to receive a cash payment from Dell; and
|
- 1 -
|
|
|
You will receive a cash payment in exchange for your cancelled Company
Restricted Stock Awards shortly after the Threshold Time, such that, Dell will
provide you with a payment equal to $30
multiplied by
the number of shares that
were subject to your Company Restricted Stock Awards, less applicable tax
withholdings.
|
Special Note
:
The description contained in this document is neither an offer to purchase nor a solicitation of an
offer to sell securities. The planned tender offer described in this document has not commenced. At
the time the planned tender offer is commenced, Dell will file a tender offer statement on Schedule
TO with the Securities and Exchange Commission (the SEC), and Perot Systems will file a
solicitation/recommendation statement on Schedule 14D-9, with respect to the planned tender offer.
The tender offer statement (including an offer to purchase, a related letter of transmittal and
other tender offer documents) and the solicitation/recommendation statement will contain important
information that should be read carefully before making any decision to tender securities in the
planned tender offer. Those materials will be made available to Perot Systems stockholders at no
expense to them. In addition, all of those materials (and all other tender offer documents filed
with the SEC) will be made available at no charge on the SECs
website:
www.sec.gov
.
Forward-looking Statements
:
Statements in this document that relate to future results and events are forward-looking statements
based on Perot Systems current expectations. Actual results and events in future periods may
differ materially from those expressed or implied by these forward-looking statements because of a
number of risks, uncertainties and other factors. All statements other than statements of
historical fact are statements that could be deemed forward-looking statements, including the
anticipated timing of filings and approvals relating to the transaction; statements regarding the
expected timing of the completion of the transaction; statements regarding the ability to complete
the transaction considering the various closing conditions; any statements of expectation or
belief; and any statements of assumptions underlying any of the foregoing. Investors and
stockholders are cautioned not to place undue reliance on these forward-looking statements. Actual
results could differ materially from those currently anticipated due to a number of risks and
uncertainties. Risks and uncertainties that could cause results to differ from expectations
include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how
many of Perot Systems stockholders will tender their stock in the offer; the risk that competing
offers will be made; the possibility that various closing conditions for the transaction may not be
satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the transaction; the effects of disruption from the transaction
making it more difficult to maintain relationships with employees, licensees, other business
partners or governmental entities; other business effects, including the effects of industry,
economic or political conditions outside of Perot Systems control; transaction costs; actual or
contingent liabilities; and other risks and uncertainties discussed in documents filed with the
Securities and Exchange Commission by Perot Systems, including the Solicitation/Recommendation
Statement to be filed by Perot Systems. Perot Systems assumes no obligation and does not intend to
update these forward-looking statements.
- 2 -
SandRidge Permian (NYSE:PER)
Historical Stock Chart
From Jun 2024 to Jul 2024
SandRidge Permian (NYSE:PER)
Historical Stock Chart
From Jul 2023 to Jul 2024