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
March 20, 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 March 20, 1995, Comdisco, Inc. filed a declaratory judgment action in
the Chancery Division of the Circuit Court of Cook County, Illinois against
The Dun & Bradstreet Corporation ("D&B Corp."), Dun & Bradstreet Computer
Leasing, Inc. ("DBCLI")(collectively "D&B") and the Fillupar Leasing
Partnership ("Fillupar"), an entity controlled by DBCLI. Comdisco's action
seeks to set aside or in the alternative limit the scope of an arbitration
agreement among the parties and seeks fees and costs incurred and punitive
damages.
In 1991, Comdisco, D&B and Fillupar entered into a sale and leaseback
transaction in which Comdisco sold to and leased back from Fillupar certain
equipment which was on sublease to Comdisco's customers. Comdisco
subsequently exercised its right under the lease to purchase the equipment at
its fair market value, reacquired the equipment, terminated the lease, and
paid D&B approximately $6.2 million. D&B disputed the dates used by Comdisco
to determine fair market value, and the parties agreed to arbitrate the issue
as to the appropriate valuation dates. The arbitration hearing was scheduled
for April 17, 1995 and discovery was nearly completed.
On March 15, 1995, D&B for the first time claimed that a "volume
purchase" premium of approximately $29 million and an "in-place" premium of
approximately $11 million should be applied in determining the fair market
value of the repurchased equipment. In addition, D&B claimed that if its
position regarding the appropriate valuation date were sustained, it was
entitled to approximately $18 million above the amount paid by Comdisco.
Management of Comdisco believes that the premiums identified by D&B have
absolutely no validity in the context of the required fair market value
determination; that the assertion of the premium claims by D&B was foreclosed
by the arbitration agreement and constitutes a breach of that agreement; and
that those premium claims are frivolous and without basis in industry practice
under the circumstances. Moreover, Comdisco believes that the premiums are
mutually exclusive (and therefore could not have a cumulative effect) and are
grossly inflated as asserted.
In addition, Comdisco believes that D&B's valuation date theory is without
merit, and that even if this approach is sustained, the resulting amount
claimed by D&B far exceeds its entitlement.
While the outcome of the arbitration and litigation cannot be predicted
with certainty, Comdisco is confident that it will prevail and that, in any
event, the outcome of the actions will not, in the aggregate, have a material
adverse effect on the consolidated financial condition of Comdisco.
<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: March 21, 1995 By: /s/ Phil C. Hughes
Its: Senior Vice President/Legal
