APPLE COMPUTER INC (Form: SC TO-I/A, Received: 04/24/2003 08:14:43)
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Washington, D.C. 20549

Amendment No. 1
(Rule 13e-4)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

Apple Computer, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, no par value
(Title of Class of Securities)

(CUSIP Number of Class of Securities Underlying Options to Purchase Common Stock)

Nancy R. Heinen
General Counsel
Apple Computer, Inc.
1 Infinite Loop, M/S 301-4CL
Cupertino, California 95014
(408) 996-1010
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)

Copies to:
Larry W. Sonsini, Esq.
Katharine A. Martin, Esq.
John E. Aguirre, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300


Transaction Valuation*
  Amount of Filing Fee

$53,476,719.81   $4,326.27(1)

Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 18,012,313 shares of common stock of Apple Computer, Inc. having an aggregate value of $53,476,719.81 as of March 19, 2003 will be exchanged or cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $80.90 for each $1,000,000 of the value of the transaction.
Previously paid.

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:   Not applicable.
  Form or Registration No.:   Not applicable.
  Filing party:   Not applicable.
  Date filed:   Not applicable.
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:     o

Introductory Statement

        This Amendment No. 1 to the Tender Offer Statement on Schedule TO originally filed by Apple Computer, Inc., a California corporation ("Apple" or the "Company") with the SEC on March 20, 2003, is the final amendment relating to an offer by the Company to exchange outstanding options to purchase shares of the Company's common stock held by eligible employees for new options to purchase shares of the Company's common stock. This Amendment No. 1 reports the results of the offer.

Item 4. Terms of the Transaction.

        Item 4 of the Schedule TO is hereby amended to add the following sentences:
The offer expired at 5:00 Pacific Time on April 17, 2003. We have accepted for cancellation options to purchase 16,569,193 shares of the Company's common stock, which represented all eligible outstanding options properly tendered for exchange by eligible employees. We will issue new options to purchase approximately 6,892,309 shares of the Company's common stock in exchange for the options surrendered in the offer.

Item 12. Exhibits.

        Item 12 is hereby amended to add the following exhibit:


(a)(1)(q)   Press Release, dated April 23, 2003.


        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule TO is true, complete and correct.



Fred D. Anderson
Executive Vice President and Chief Financial Officer

Date: April 23, 2003



(a)(1)(q)   Press Release, dated April 23, 2003.


Introductory Statement

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Exhibit (a)(1)(q)

Apple Announces Successful Completion of its Employee Stock Option Exchange Program

CUPERTINO, California—April 23, 2003—Apple® today announced the successful completion of its employee stock option exchange program, which expired at 5:00 p.m. PDT on Thursday April 17, 2003.

Apple has accepted options to purchase 16,569,193 shares of its common stock, and will issue new options to purchase approximately 6,892,309 shares of its common stock in exchange. The remaining 9,676,884 options will be cancelled, reducing Apple's issued overhang from 18.2 percent to 16.4 percent. Issued overhang is defined as options outstanding as a percentage of total options and shares outstanding. Approximately 93 percent of eligible options were tendered in the exchange program. Pursuant to the terms of the exchange program, the new options will be issued on October 20, 2003, the first business day that is six months and one day from the expiration date of the offer.

Apple ignited the personal computer revolution in the 1970s with the Apple II and reinvented the personal computer in the 1980s with the Macintosh. Apple is committed to bringing the best personal computing experience to students, educators, creative professionals and consumers around the world through its innovative hardware, software and Internet offerings.

Press Contact:
Lynn Fox
(408) 974-6209

NOTE TO EDITORS: For additional information visit Apple's PR web site ( or call Apple's Media Helpline at (408) 974-2042.


© 2003 Apple Computer, Inc. All rights reserved. Apple, the Apple logo, Mac, Mac OS and Macintosh are either registered trademarks or trademarks of Apple. Other company and product names may be trademarks of their respective owners.