SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Comdisco, Inc.
(Name of Issuer)
Common Stock
(Title of class of securities)
200336-10-5
(CUSIP Number)
Philip A. Hewes, 6111 N. River Rd.,
Rosemont, IL 60018, 708-698-3000
(Name, address and telephone number of person
authorized to receive notices and communications)
June 24, 1994
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
statement, and is filing this statement because of Rule 13d-1(b)(3) or
(4), check the following: [ ]
Check the following box if a fee is being paid with this statement: [ ]
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CUSIP NO. 200336-10-5
____________________________________________________________________________
(1) Names of Reporting Persons Nicholas K. Pontikes ###-##-####
S.S. or I.R.S. Identifica- Pontikes Trust 36-7076140
tion Nos. of Above Persons Ponchil Limited Partnership
36-3347591
____________________________________________________________________________
(2) Check the appropriate Box (a)
if a Member of a Group (b)
____________________________________________________________________________
(3) SEC Use Only
____________________________________________________________________________
(4) Source of Funds
OO-Not applicable to all
reporting persons
____________________________________________________________________________
(5) Check if Disclosure of Legal
Proceedings is Required to
Items 2(d) or 2(e)
____________________________________________________________________________
(6) Citizenship or Place of Nicholas K. Pontikes - USA
Organization Pontikes Trust - Illinois
Ponchil Limited Partnership-Illinois
____________________________________________________________________________
Number of Shares (7) Sole Voting Power (i)
Beneficially Owned Nicholas K. Pontikes 9,204,298
by Each Reporting (Pontikes Trust - 4,742,718
Person With Ponchil Limited
Partnership - 2,052,373)
________________________________________________
(8) Shared Voting (ii)
Nicholas K. Pontikes - 43,910
________________________________________________
(9) Sole Dispositive Power (i)
Nicholas K. Pontikes 9,204,298
(Pontikes Trust - 4,742,718
Ponchil Limited
Partnership - 2,052,373)
_______________________________________________
(10) Shared Dispositive Power (ii)
Nicholas K. Pontikes - 43,910
____________________________________________________________________________
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person (iii)
Nicholas K. Pontikes 9,248,208
(Pontikes Trust - 4,742,718
Ponchil Limited
Partnership - 2,052,373)
____________________________________________________________________________
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares
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____________________________________________________________________________
(13) Percent of Class Represented Nicholas K. Pontikes 24% (iii)
by Amount in Row (11) (Pontikes Trust 12.5%
Ponchil Limited
Partnership 5%)
____________________________________________________________________________
(14) Type of Reporting Person Nicholas K. Pontikes - IN
Pontikes Trust - 00 - Trust
Ponchil Limited Partnership - PN
(i) Mr. Nicholas Pontikes is the sole Trustee of the Pontikes
Trust. See discussion under Item 3 of this Schedule with respect
to beneficial ownership of shares held by the Estate of Kenneth
A. Pontikes (the "Estate"), the Ponchil Limited Partnership and Ponfam
Corp. (the general partner of Ponchil Limited Partnership), by Nicholas
Pontikes as Executor of the Estate. The number of shares indicated
include those shares held by Mr. Pontikes, the Pontikes Trust, the
Ponchil Limited Partnership, Ponfam Corp. and the Estate.
(ii) Mr. Nicholas Pontikes is one of four directors of the Pontikes
Family Foundation which holds 43,910 shares of Common Stock
of Comdisco, Inc. Each director has one vote on the Board and board
action is taken by majority vote.
(iii) The number of shares indicated in Row 11 as the aggregate amount
beneficially owned by Mr. Nicholas Pontikes include those shares held
by Mr. Pontikes, the Pontikes Trust, the Ponchil Limited Partnership,
Ponfam Corp., the Estate and the Pontikes Family Foundation. Mr.
Pontikes is the sole Trustee of the Pontikes Trust. See discussion
under Item 3 of this Schedule with respect to beneficial ownership
of shares held by the Estate of Kenneth A. Pontikes (the "Estate"),
the Ponchil Limited Partnership and Ponfam Corp. (the general partner
of Ponchil Limited Partnership), by Nicholas Pontikes as Executor of the
Estate.
<PAGE>
Item 3: Source and Amount of Funds or Other Consideration.
Nicholas K. Pontikes. Mr. Pontikes acquired beneficial
ownership of shares of Common Stock in the following manner:
1. Following the death of his father, Kenneth A. Pontikes,
Nicholas Pontikes became successor trustee to the Pontikes
Trust.
As one of directors of the Pontikes Family Foundation,
Nicholas Pontikes has shared voting and shared dispositive control
over the 43,910 shares held by the Family Foundation.
On July 11, 1994 Nicholas Pontikes was named Executor
of the Estate of Kenneth A. Pontikes. As Executor, Nicholas
Pontikes has sole voting and dispositive power over the shares
of the Company Common Stock in the Estate as well as those held
by Ponchil and Ponfam.
2. Mr. Pontikes also owns 108 shares in his own name,
which he acquired through the Comdisco Employee Stock
Ownership Plan and direct purchase.
Item 5: Interest in Securities of the Issuer.
I. Nicholas Pontikes. (a) Nicholas Pontikes beneficially
owns 9,248,208 shares of Comdisco Common Stock, representing
approximately 24% of the total outstanding shares of Comdisco's
Common Stock. Please see II and III of this Item 5 below for Mr.
Pontikes' indirect holdings.
(b) Nicholas Pontikes has sole power to vote the shares
of Common Stock described in subsection (a) as well as those
described in II and III below.
(c), (d), (e) Not applicable.
II. (a) Pontikes Trust. As of the date hereof, the
Pontikes Trust owns directly 4,742,718 shares of Common Stock
of Comdisco representing approximately 12.5% of the total
outstanding shares of Comdisco Common Stock as reflected in
Comdisco's quarterly report on Form 10-Q for the quarter ending
3/31/94.
(b) Nicholas Pontikes, as successor trustee, has sole power
to vote and sole power to direct the disposition of the shares
owned by the Pontikes Trust.
(c), (d), (e) Not applicable.
III.(a) Ponchil Limited Partnership. As of the date hereof,
Ponchil Limited Partnership owns directly 2,052,373 shares
of Common Stock of Comdisco, representing approximately
5% of the
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total outstanding shares of Comdisco's Common
Stock, as reflected in Comdisco's quarterly report on
Form 10-Q for the quarter ending 3/31/94.
(b) Nicholas Pontikes, as director and president of
the Partnership's general partner (Ponfam), and as Executor
of the Estate which has controlling interest in Ponfam, has sole
power to vote and dispose of the shares of Common Stock
directly owned by the Partnership.
(c), (d), (e) Not applicable.
Interests in Securities of the Issuer for Ponfam Corp.,
General Partner of Ponchil Limited Partnership, are as follows:
(a) As of the date hereof, Ponfam Corp. owns directly
128,589 shares of Common Stock of Comdisco, representing
approximately 0.3% of the total outstanding shares
of Comdisco's Common Stock, as reflected in Comdisco's
quarterly report on Form 10-Q for the quarter ending 3/31/94.
(b) Nicholas Pontikes as director and president of
Ponfam, and as Executor of the Estate, which has controlling
interest in Ponfam, has sole power to vote and dispose of the
shares of Common Stock directly owned by Ponfam.
(c), (d), (e) Not applicable.
Interests in Securities of the Issuer for the executive
officers, directors, and controlling persons of Ponfam Corp.,
General Partner of Ponchil Limited Partnership, are as follows:
Nicholas K. Pontikes, Director and President of Ponfam,
see sections I, II, and III of this Item 5.
(c), (d), (e) Not applicable to the above-named
executive officer and director of Ponfam.
Item 7: Material to be Filed as Exhibits.
1. Joint filing undertaking by and among Nicholas
Pontikes, Pontikes Trust, and Ponchil Limited Partnership
as required by Rule 13d-1(f) of the Securities Exchange Act.
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Signatures
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
Statement is true, complete and correct.
July 12, 1994
_____________________________________
Nicholas K. Pontikes
PONTIKES TRUST
By:__________________________________
Nicholas K. Pontikes, as Trustee
PONCHIL LIMITED PARTNERSHIP
PONFAM CORP., General Partner
By:__________________________________
Nicholas K. Pontikes as
authorized signatory
of the General Partner
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JOINT FILING UNDERTAKING Exhibit 1
The undersigned, being duly authorized thereunto by the
parties below, hereby execute this agreement as an Exhibit
to the Schedule 13D dated July 12, 1994, to evidence the
agreement of the below-named parties, in accordance with rules
promulgated pursuant to the Securities Exchange Act of 1934,
to file this Schedule 13D and subsequent amendments jointly on
behalf of each such party.
July 12, 1994 ___________________________________
Nicholas K. Pontikes
PONTIKES TRUST
By:_________________________________
Nicholas K. Pontikes, as Trustee
PONCHIL LIMITED PARTNERSHIP
PONFAM CORP., General Partner
By:_________________________________
Nicholas K. Pontikes as
authorized signatory of the
General Partner
