SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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: [X]
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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 upon being appointed 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 upon being
appointed Executor of the Estate.
<PAGE>
Item 1: Security and Issuer.
Name of Issuer: Comdisco, Inc. ("Comdisco" or the "Company")
Address of Issuer's Principal Executive Offices:
6111 N. River Road
Rosemont, Illinois 60018
Class of Securities: Common Stock
Item 2: Identity and Background.
I. (a) Nicholas K. Pontikes ("Mr. Pontikes")
(b) Business Address: 6111 N. River Road, Rosemont, Illinois, 60018
(c) Present Principal Occupation: Vice President, Comdisco, Inc.;
Director of Comdisco, Inc.
Employment Address: 6111 N. River Road, Rosemont, Illinois, 60018
(d) During the last five years, Mr. Pontikes has not been convicted in a
criminal proceeding.
(e) During the last five years, Mr. Pontikes has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or
finding any violation with respect to such laws.
(f) Mr. Pontikes is a United States citizen.
II. Pontikes Trust (the "Trust")
The Trust is governed by the laws of the state of Illinois.
Address: 6111 N. River Road, Rosemont, IL, 60018.
(d) During the last five years the Trust has not been convicted in a
criminal proceeding.
(e) During the last five years, the Trust has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to,
<PAGE>
Federal or state securities laws or finding any violation
with respect to such laws.
III. Ponchil Limited Partnership (the "Partnership")
(a) The Partnership was formed under the laws of the state of Illinois.
(b) Principal Business: The Partnership is primarily engaged in
investing in shares of Comdisco Common Stock.
(c) Principal Office Address: c/o Ponfam Corp., 6111 N. River Road,
Rosemont, Illinois, 60018
(d) During the last five years, the Partnership has not been
convicted in a criminal proceeding.
(e) During the last five years, the Partnership has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to such laws.
Identity and background on the Partnership's general partner are
as follows:
Ponfam Corp. ("Ponfam")
(a) Ponfam is a corporation organized under the laws of Illinois.
(b) Principal business: serving as general partner of the Ponchil
Limited Partnership.
(c) Principal Office Address: 6111 N. River Road, Rosemont, IL, 60018
(d) During the last five years Ponfam has not been convicted in a
criminal proceeding.
(e) During the last five years, Ponfam has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal
or state securities laws or finding any violation with respect to such
laws.
The identity and background of executive officers, directors, and
controlling persons of Ponfam are as follows:
<PAGE>
Nicholas K. Pontikes, 6111 N. River Road, Rosemont, Illinois
60018, is President and a Director of Ponfam. Nicholas Pontikes will be
named executor of the Estate of Kenneth A. Pontikes. As executor, Nicholas
Pontikes will have voting control of Ponfam.
Lynne M. Pontikes, 6111 N. River Road, Rosemont, Illinois 60018, is
Vice President and Treasurer and a Director of Ponfam.
Victoria L. Gallegos, 6111 N. River Road, Rosemont, Illinois 60018,
is Vice President and a Director of Ponfam.
Melissa L. Scanlan, 6111 N. River Road, Rosemont, Illinois 60018, is
Vice President and a Director of Ponfam.
During the last five years, none of the above-named individuals
has been convicted in a criminal proceeding.
During the last five years none of the above-named individuals
has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities laws
or finding any violation with respect to such laws.
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.
Nicholas Pontikes will be named Executor of the Estate of Kenneth A.
Pontikes. When so named, Nicholas Pontikes will have 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 4: Purpose of Transaction.
See discussion under Item 3 above.
<PAGE>
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 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-to-be-named 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 the
executor-to-be-named of the Estate, which has
<PAGE>
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 6: Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Not applicable to any reporting person or person listed in
Items 2 - 5 above.
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.
<PAGE>
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 5, 1994 nunc pro tunc 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
<PAGE>
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
