SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
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)
January 27 , 1995
(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:
CUSIP NO. 200336-10-5
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Nicholas K. Pontikes ###-##-####
Pontikes Trust 36-7076140
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 00 - 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 8,040,434<FN1>
Beneficially Owned
by Each Reporting
Person With (8) Shared Voting 64,014<FN1>
(9) Sole Dispositive 8,040,434<FN1>
(10) Shared Dispositive 64,014<FN1>
Power
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 8,104,448<FN1>
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
(13) Percent of Class Represented
by Amount in Row (11) 23%
(14) Type of Reporting Person Nicholas K. Pontikes IN
Pontikes Trust - 00 Trust
Ponchil Limited Partnership - PN
<FN1>See page 2 of this Schedule 13D for a description of the beneficial
ownership for each reporting person.
CUSIP NO. 200336-10-5
(1) Names of Reporting Persons S.S. or I.R.S Identification Nos. of
Above Persons
Nicholas K. Pontikes ###-##-####
Pontikes Trust 36-7076140
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<FN2>
Beneficially Owned Nicholas K. Pontikes 8,040,434
by Each Reporting Pontikes Trust - 4,171,438
Person With Ponchil Limited Partnership - 2,181,891
(8) Shared Voting
Nicholas K. Pontikes - 64,014
(9) Sole Dispositive Power
Nicholas K. Pontikes 8,040,434
Pontikes Trust - 4,171,438
Ponchil Limited Partnership - 2,181,891
(10) Shared Dispositive Power
Nicholas K. Pontikes - 64,014<FN3>
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person
Nicholas K. Pontikes 8,104,448
Pontikes Trust - 4,171,438
Ponchil Limited Partnership - 2,181,891
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented Nicholas K. Pontikes 23%
by Amount in Row (11) Pontikes Trust 12%
Ponchil Limited Partnership 6%
(14) Type of Reporting Person Nicholas K. Pontikes - IN
Pontikes Trust - 00 - Trust
Ponchil Limited Partnership - PN
<FN2>Mr. Pontikes is a Trustee of the Pontikes Trust and Executor of the
Estate of Kenneth A. Pontikes (the "Estate"), and as such has sole voting and
dispositive power with respect to Shares held by the Trust, the Estate, the
Ponchil Limited Partnership and Ponfam Corp. (the general partner of Ponchil
Limited Partnership).
<FN3>Nicholas Pontikes is one of four directors of the Pontikes Family
Foundation which holds 64,014 shares of Common Stock of Comdisco, Inc. Each
director has one vote on the Board and board action is taken by majority
vote.
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.
There has been no change in the information provided in response to Item 2
since the Amendment No. 2 to Schedule 13D filed January 31, 1994 (the
"Amended 13D").
Item 3: Source and Amount of Funds or Other Consideration. N/A
Item 4: Purpose of Transaction.
There has been no change in the information provided in response to Item 4
since the Amended Schedule 13D.
Item 5: Interest in Securities of the Issuer.
I. Nicholas Pontikes. (a) Following the transactions described in
paragraph (c) below, Nicholas Pontikes beneficially owns 8,104,448 shares of
Comdisco Common Stock, representing approximately 23% of the total outstanding
shares of Comdisco's Common Stock as of year ended December 31, 1994. 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) On January 27, 1995, the Estate in a privately negotiated transaction
sold 550,000 shares of Common Stock to Computer Discount Corporation, a wholly
owned subsidiary of Comdisco at a purchase price of $23.625 per share pursuant
to a stock purchase agreement dated as of January 27, 1995 (the "Purchase
Agreement"). A copy of the Purchase Agreement is attached as Exhibit 1 to
this Amendment No. 1.
(d), (e) Not applicable.
II. (a) Pontikes Trust. Following the transactions described in paragraph
(c) below, the Pontikes Trust owns directly 4,171,438 shares of Common Stock
of Comdisco representing approximately 12% of the total outstanding shares of
Comdisco Common Stock.
(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) On January 27, 1995, the Pontikes Trust in a privately negotiated
transaction sold 550,00 shares of Common Stock to Computer Discount
Corporation, a wholly owned subsidiary of Comdisco pursuant to the Purchase
Agreement.
(d), (e) Not applicable.
III. (a) Ponchil Limited Partnership. As of the date hereof, Ponchil
Limited Partnership owns directly 2,181,891 shares of Common Stock of
Comdisco, representing approximately 6% of the total outstanding shares of
Comdisco's Common Stock.
(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 64,014 shares of
Common Stock of Comdisco, representing approximately 0.2% of the total
outstanding shares of Comdisco's Common Stock.
(b) Nicholas Pontikes as director and president of Ponfam, and as the
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, are1 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.
On January 27, 1995 the Estate and the Pontikes Trust sold an aggregate of
1,100,000 shares of Common Stock to Comdisco, Inc. pursuant to the Purchase
Agreement.
Item 7: Material to be Filed as Exhibits.
1. Joint filing undertaking dated July 12, 1994 by and among Nicholas
Pontikes, Pontikes Trust, and Ponchil Limited Partnership as required by Rule
13d-1(f) of the Securities Exchange Act (incorporated by reference to Exhibit
1 to the original Schedule 13D filed as of July 12, 1994).
2. Purchase Agreement dated as of January 27, 1995 by and among Computer
Discount Corporation, a wholly owned subsidiary of Comdisco, Inc., Nicholas K.
Pontikes, as executor of the Estate of Kenneth N. Pontikes, and Nicholas K.
Pontikes as trustee of the Pontikes Trust (incorporated by reference to
Exhibit 2 to the Amended 13D).
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.
January 31, 1995
Nicholas K. Pontikes
PONTIKES TRUST
By:/s/ Nicholas K. Pontikes
Nicholas K. Pontikes, as Trustee
PONCHIL LIMITED PARTNERSHIP
PONNFAM CORP., General Partner
By:/s/ Nicholas K. Pontikes
Nicholas K. Pontikes as
authorized signatory of the
General Partner
