SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
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 9,140,434<FN1>
Beneficially Owned
by Each Reporting
Person With (8) Shared Voting 64,014<FN1>
(9) Sole Dispositive 9,140,434<FN1>
(10) Shared Dispositive 64,014<FN1>
Power
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 9,204,448<FN1>
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
(13) Percent of Class Represented
by Amount in Row (11) 25.4%
(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. Identificaion 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 9,140,434
by Each Reporting Pontikes Trust - 4,721,438
Person With Ponchil Limited Partnership - 2,181,891
(8) Shared Voting
Nicholas K. Pontikes - 64,014
(9) Sole Dispositive Power
Nicholas K. Pontikes 9,140,434
Pontikes Trust - 4,721,438
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 9,204,48
Pontikes Trust - 4,721,438
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 25.4%
by Amount in Row (11) Pontikes Trust 13%
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 is 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.
<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.
There is no change in the information provided in response to Item 2 in the
original Schedule 13D filed July 12, 1994 (the "Original 13D"), except that
Nicholas K. Pontikes was appointed as executor of the estate of Kenneth N.
Pontikes on July 11, 1994.
Item 3: Source and Amount of Funds or Other Consideration. N/A
Item 4: Purpose of Transaction.
The Estate and Trust have determined to sell 550,000 shares and 550,000
shares, respectively, of Common Stock of Comdisco to Computer Discount
Corporation, a wholly owned subsidiary of Comdisco, Inc., pursuant to the
terms and conditions of the Purchase Agreement dated as of January 27, 1995
(the "Purchase Agreement"), in order to fund payment of certain tax
liabilities and other expenses of the Estate and Trust.
Pursuant to the terms of the Purchase Agreement, the Estate and Trust
will sell the Shares to Computer Discount Corporation on January 27, 1995, at
a purchase price equal to $23.625/share or $25,995,375. A copy of the
Purchase Agreement is attached as Exhibit 1 to this Amendment No. 1. The
Estate and Trust may sell additional shares of Common Stock from time to time
in order to pay expenses of ongoing administration, but neither expects such
amounts sold to be significant.
Item 5: Interest in Securities of the Issuer.
I. Nicholas Pontikes. (a) As of the date hereof, Nicholas Pontikes
beneficially owns 9,204,448 shares of Comdisco Common Stock, representing
approximately 25.4% of the total outstanding shares of Comdisco's Common Stock
as of the quarter ended December 31, 1994. An aggregate of 1,100,000 of such
shares are subject to the Purchase Agreement described in Item 4 above. 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) During the sixty (60) days prior to the date hereof the Estate sold the
following shares of Common Stock at the following prices: NONE
(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 0.2% 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) During the sixty (60) days prior to the date hereof the Trust sold
the following shares of Common Stock at the following prices: NONE
(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, 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.
IV. Specific Bequests, Trustee/Executor Fees, Corrections
Since the initial filing of Form 13-D was filed in July 1994,
specific Bequests, trustee/exector fees and corrections have been made or
paid by the estate of Kenneth N. Pontikes and the
Pontikes Trust. These collective changes were considered
insignificant for further explanation here however, are reflective in the
total number herein and are or will be reported on Mr. Nicholas K. Pontikes
Form 4 and Form 5.
Item 6: Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On January 27, 1995 the Estate and the Pontikes Trust entered into the
Purchase Agreement pursuant to which it has agreed to sell an aggregate of
1,100,000 shares of Computer Discount Corporation, a subsidiary of Common
Stock to Comdisco, Inc.
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 13D).
2. Purchase Agreement dated as of January 27, 1995 by and among Computer
Discount Corporation, Nicholas K. Pontikes, as executor of the Estate of
Kenneth N. Pontikes, and Nicholas K. Pontikes as trustee of the Pontikes
Trust.
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
PONFAM CORP., General Partner
By:/s/Nicholas K. Pontikes
Nicholas K. Pontikes as
authorized signatory of the General Partner
