COMDISCO INC
8-K, 1995-09-22
COMPUTER RENTAL & LEASING
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934



                              September 7, 1995 
                Date of Report (Date of earliest event reported)

                                Comdisco, Inc. 
             (Exact name of registrant as specified in its charter)

                                   Delaware 
                 (State or other jurisdiction of incorporation)

                              1-7725 36-2687938 
           (Commission File Number) (IRS Employer Identification No.)

                6111 North River Road, Rosemont, Illinois 60018
              (Address of principal executive offices) (Zip code)

                                (708) 698-3000 
               Registrant's telephone number, including area code


<PAGE>
Item 5.  Other Events.

On  September  7,  1995,  Hugoton  Energy  Corporation,   a  Kansas  corporation
("Hugoton"),  acquired control of Consolidated Oil & Gas, Inc. ("COG") through a
merger  of COG with and into  Hugoton.  Pursuant  to the  Agreement  and Plan of
Merger dated May 26, 1995, as amended, entered into between Hugoton and COG (the
"Agreement"),  each outstanding  share of COG stock was converted into the right
to receive  0.7916 shares of Hugoton  common  stock,  plus $3.0273 in cash. As a
result of the merger,  on September  7, 1995 the  Company,  which had obtained a
minority  interest  in  COG  in  September,   1994  as  part  of  the  Company's
discontinuance  of its oil  and gas  operations,  received  approximately  $13.9
million  in cash and  3,626,320  shares  (18.4% of the  shares  outstanding)  of
Hugoton  common stock,  which shares are listed on the NASDAQ Stock Market.  The
Hugoton stock now held by the Company, which had a closing price of $9.125 share
as reported on NASDAQ as of September 7, 1995, is subject to a required  holding
period and certain  restrictions  relating to the sale or other  disposition  of
such shares.  See Schedule 13D dated  September 7, 1995 and filed by the Company
on September  21, 1995,  for  additional  information  regarding  the  Company's
interest in Hugoton.

See also Note 11 of the Notes to the  Consolidated  Financial  Statements in the
Company's  Annual  Report of Form 10-K for the Fiscal year ended  September  30,
1994 for additional information regarding discontinued oil and gas operations.




<PAGE>




SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.

                                                                  COMDISCO, INC.


Date:September 21, 1995                              By:  David J. Keenan
                                                         Its: Vice President and
                                                            Corporate Controller




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