<PAGE>
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
May 1, 1997
-----------
Date of Report (Date of earliest event reported)
Comdisco, Inc.
----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-7725 36-2687938
- ------------------------ ----------- ------------------
(State of incorporation) (Commission (IRS Employer
File No.) Identification No.)
6111 North River Road, Rosemont, Illinois 60018
----------------------------------------------------
(Address of principal executive offices) (Zip code)
(847) 698-3000
--------------------------------------------------
Registrant's telephone number, including area code
<PAGE>
Item 7. Financial Statements and Exhibits.
- ------------------------------------------
(c) Exhibits
1.1 Terms Agreement dated May 1, 1997 by and among the Company and Smith
Barney Inc., BancAmerica Securities, Inc., Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, NationsBanc
Capital Markets, Inc. and Salomon Brothers Inc.
4.1 Form of Specimen Global Notes relating to the Company's 6.50% Notes
due April 30, 1999.
4.2 Form of Specimen Definitive Note relating to the Company's 6.50% Notes
due April 30, 1999.
5. Opinion of Jeremiah M. Fitzgerald, Esq., Vice President and General
Counsel of the Registrant relating to the legality of the Company's
6.50% Notes Due April 30, 1999.
-2-
<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: May 6, 1997 By: /s/ Jeremiah M. Fitzgerald
--------------------------------------
Jeremiah M. Fitzgerald, Vice President
and General Counsel
-3-
<PAGE>
EXHIBIT 1.1
COMDISCO, INC.
(A Delaware Corporation)
SENIOR DEBT SECURITIES
May 1, 1997
TERMS AGREEMENT
To: COMDISCO, INC.
6111 North River Road
Rosemont, Illinois 60018
Re: Underwriting Agreement dated November 18, 1996
<TABLE>
<CAPTION>
Senior Debt Securities
----------------------
<S> <C> <C>
Title of Senior Debt Securities: 6.50% Notes Due
April 30, 1999
Principal amount to be issued: $250,000,000
Current ratings: Moody's Investors Service, Inc.: Baa1
Standard & Poor's: BBB+
Duff & Phelp Credit Rating Co.: BBB+
Interest rate: 6.50%
Interest Payment Dates: April 30 and October 30 of each year, commencing
October 30, 1997
Date of Maturity: April 30, 1999
Form and Denomination: Fully registered in denominations of $1,000 and
integral multiples thereof.
Redemption provisions: None
Sinking Fund requirements: None
Delayed Delivery Contracts: Not authorized
</TABLE>
<PAGE>
Public offering price: 99.808% plus accrued interest, if any, from
May 6, 1997
Underwriting Discount: .300%
Closing Date and location: May 6, 1997 in offices of McBride
Baker & Coles, 500 West Madison Street,
40th Floor, Chicago, Illinois 60661
Rating Agencies applicable Moody's Investors Service, Inc.,
to Sections 4 and 9 of Standard & Poor's
the Underwriting Agreement: and Duff & Phelps Credit Rating Co.
Payment for the Securities shall be made to the Company in same day funds
payable to the order of the Company against acknowledgment of satisfactory
notation of the Underwriter's interest in the Global Note representing the
Securities by the Underwriters.
Each Underwriter severally agrees, subject to the terms and provisions of the
above referenced Underwriting Agreement, which is incorporated herein in its
entirety and made a part hereof, to purchase the principal amount of Securities
set forth opposite its name.
<TABLE>
<CAPTION>
Principal
Underwriter Amount
- ----------- ---------
<S> <C>
Smith Barney Inc. $ 50,000,000
BancAmerica Securities, Inc. $ 50,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated $ 50,000,000
NationsBanc Capital Markets, Inc. $ 50,000,000
Salomon Brothers Inc $ 50,000,000
TOTAL $250,000,000
============
</TABLE>
2
<PAGE>
[SIGNATURE PAGE FOR MAY 1, 1997 TERMS AGREEMENT]
SMITH BARNEY INC.
By: /s/Christopher Lynch
---------------------------------
Its: Authorized Signatory
BANCAMERICA SECURITIES, INC.
By: /s/Mark Dawley
---------------------------------
Its: Authorized Signatory
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/Stephen Moss
---------------------------------
Its: Authorized Signatory
NATIONSBANC CAPITAL MARKETS, INC.
By: /s/Douglas J. Fink
---------------------------------
Its: Authorized Signatory
SALOMON BROTHERS INC
By: /s/Howard Hiller
---------------------------------
Its: Authorized Signatory
Accepted:
COMDISCO, INC.
By: /s/Edward A. Pacewicz
--------------------------------
Its: Authorized Signatory
3
<PAGE>
Exhibit 4.1
-----------
[FORM OF GLOBAL SECURITY]
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE
"DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS GLOBAL SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE &
CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
No. R-1 $200,000,000
COMDISCO, INC.
6.50% Note Due April 30, 1999
CUSIP 200336AQ8
Comdisco, Inc., a Delaware corporation (hereinafter called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS
($200,000,000) on April 30, 1999 and to pay interest thereon from May 6, 1997 or
from the most recent date in respect of which interest has been paid or duly
provided for semi-annually on April 30 and October 30, in each year, commencing
October 30, 1997, and at maturity, at the rate of 6.50% per annum, until the
principal hereof is paid or duly made available for payment.
<PAGE>
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest which shall
be the April 15 or October 15 (whether or not a Business Day) immediately
preceding such Interest Payment Date. Any such interest which is payable, but
not punctually paid or duly provided for on any Interest Payment Date (herein
called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, and may either be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this Note not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner, all as more
fully provided in the Indenture. Interest payable at Stated Maturity will be
payable to the Person to whom the principal hereof shall be payable.
Payment of the principal of, and the interest on, this Note will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.
This Note is one of a duly authorized series of securities issued and to be
issued under an Indenture, dated as of December 1, 1995 (the "Indenture"),
between the Company and Yasuda Bank and Trust Company (U.S.A.), as Trustee
(herein called the "Trustee", which term includes any successor Trustee with
respect to the Notes, under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered.
This Note is a global Note representing Securities of a series of the
Company's 6.50% Notes Due April 30, 1999 limited in aggregate principal amount
to $250,000,000 (the "Notes").
This Note is not subject to any sinking fund and is not redeemable, in
whole or in part, prior to maturity.
If (a) the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for this global Security and a successor depositary is
not appointed by the Company within 60 days or if at any time the Depositary
ceases to be clearing agency registered under the Securities Exchange Act of
1934, as amended, (b) the Company in its sole discretion determines that this
global Security shall be exchangeable for definitive Securities of this series
in registered form or (c) an Event of Default with respect to the Notes
represented hereby has occurred and is continuing, the Holder hereof shall
surrender this global Security to the Trustee for cancellation whereupon in
accordance with the Indenture the Company will execute and deliver the Notes of
-2-
<PAGE>
this series in definitive registered form without coupons, in denominations of
$1,000 and any integral multiples thereof, and in a like aggregate principal
amount, in exchange for this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, at the rate, and in the coin or currency
herein prescribed.
The Indenture contains provisions permitting the Company and the Trustee,
with the written consent of Holders of a majority in principal amount of the
Notes, to enter into a supplemental indenture to add any provisions to or to
change or eliminate any provisions of the Indenture or of any supplemental
indenture or to modify, in each case in any manner not covered by provisions in
the Indenture relating to amendments and modifications without the consent of
Holders, the rights of such Holders. However, without the consent of each Holder
affected thereby, an amendment or modification may not: (a) change the Stated
Maturity or any Interest Payment Date or the redemption price; (b) reduce the
principal amount of, or the interest on, any Note or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change the place or currency of any payment of principal or interest on any
Note (except as otherwise provided in the Indenture); (d) impair the right to
institute suit for the enforcement of any payment on or with respect to any
Note; (e) reduce the percentage in principal amount of Notes, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage in principal amount of Notes
necessary to waive any past default to less than a majority. Except with respect
to certain fundamental provisions, the Holders of at least a majority in
principal amount of Notes may, with respect to the Notes, waive past defaults
under the Indenture and waive compliance by the Company with certain provisions
of the Indenture. The Indenture also contains provisions permitting the Company
and the Trustee to effect certain modifications and amendments without the
consent of the Holders to cure ambiguities, correct inconsistencies and make
other changes, provided such modifications and amendments do not adversely
affect the interest of the Holders in any material respect.
If an Event of Default (as defined in the Indenture) with respect to Notes
should occur and be continuing, the principal amount of the Notes and interest
accrued thereon may, by written notice to the Company, be declared due and
payable by the Trustee or the Holders of not less than 25% in principal amount
of all outstanding Notes. Such declaration of acceleration may, if all payments
due have been made and all Events of Default have been remedied or waived, be
rescinded by the Holders of a majority in principal amount of all outstanding
Notes. Any Event of Default may be waived by the Holders of a majority in
principal amount of all outstanding Notes, except that default in payment of the
principal, premium, or interest on any Note, or in respect of a covenant under
the Indenture which cannot be modified absent the consent of the Holders of each
outstanding Note, cannot be waived.
As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment
-3-
<PAGE>
of a receiver or trustee or for any other remedy thereunder, unless: (i) such
Holder shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Notes; (ii) the Holders of not less than
25% in principal amount of the Notes at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity; (iii) the
Trustee shall not have received from the Holders of a majority in principal
amount of the Notes at the time Outstanding a direction inconsistent with such
request; and (iv) the Trustee shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Note for the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed herein.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or by its
attorney duly authorized in writing, and thereupon one or more new Notes of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Note is unsecured and ranks pari passu with all other unsecured and
unsubordinated indebtedness of the Company.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
All capitalized terms used in this Note without definition which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
Unless the Certificate of Authentication hereon has been executed by or on
behalf of Yasuda Bank and Trust Company (U.S.A.), the Trustee for this Note
under the Indenture, or its successor thereunder, by the manual signature of one
of its authorized officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
-4-
<PAGE>
IN WITNESS WHEREOF, Comdisco, Inc. has caused this Note to be signed
manually or by facsimile, by its duly authorized officers, under its corporate
seal (which may be printed, engraved or otherwise reproduced hereon by facsimile
or otherwise).
DATED: May 6, 1997
COMDISCO, INC.
By:
----------------------------
John J. Vosicky,
Executive Vice President and
Chief Financial Officer
[SEAL]
Attest:
-------------------------------
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
YASUDA BANK AND TRUST COMPANY (U.S.A.),
AS TRUSTEE
By:
--------------------------------
Authorized Officer
-5-
<PAGE>
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address
including postal zip code of assignee)
The within Note and all rights thereunder, hereby irrevocably constituting and
appointing_______________________ attorney-in-fact to transfer said Note on the
books of the Company, with full power of substitution in the premises.
-----------------------------------
Dated:________________ Signature
NOTICE: The signature on this assignment
must correspond with the name as written
upon the face of this Note in every
particular, without alteration or
enlargement or any change whatever.
-6-
<PAGE>
[FORM OF GLOBAL SECURITY]
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE
"DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS GLOBAL SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE &
CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
No. R-2 $50,000,000
COMDISCO, INC.
6.50% Note Due April 30, 1999
CUSIP 200336AQ8
Comdisco, Inc., a Delaware corporation (hereinafter called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of FIFTY MILLION DOLLARS ($50,000,000) on
April 30, 1999 and to pay interest thereon from May 6, 1997 or from the most
recent date in respect of which interest has been paid or duly provided for
semi-annually on April 30 and October 30 in each year, commencing October 30,
1997, and at maturity, at the rate of 6.50% per annum, until the principal
hereof is paid or duly made available for payment.
<PAGE>
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest which shall
be the April 15 or October 15 (whether or not a Business Day) immediately
preceding such Interest Payment Date. Any such interest which is payable, but
not punctually paid or duly provided for on any Interest Payment Date (herein
called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, and may either be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this Note not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner, all as more
fully provided in the Indenture. Interest payable at Stated Maturity will be
payable to the Person to whom the principal hereof shall be payable.
Payment of the principal of, and the interest on, this Note will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.
This Note is one of a duly authorized series of securities issued and to be
issued under an Indenture, dated as of December 1, 1995 (the "Indenture"),
between the Company and Yasuda Bank and Trust Company (U.S.A.), as Trustee
(herein called the "Trustee", which term includes any successor Trustee with
respect to the Notes, under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered.
This Note is a global Note representing Securities of a series of the
Company's 6.50% Notes Due April 30, 1999 limited in aggregate principal amount
to $250,000,000 (the "Notes").
This Note is not subject to any sinking fund and is not redeemable, in
whole or in part, prior to maturity.
If (a) the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for this global Security and a successor depositary is
not appointed by the Company within 60 days or if at any time the Depositary
ceases to be clearing agency registered under the Securities Exchange Act of
1934, as amended, (b) the Company in its sole discretion determines that this
global Security shall be exchangeable for definitive Securities of this series
in registered form or (c) an Event of Default with respect to the Notes
represented hereby has occurred and is continuing, the Holder hereof shall
surrender this global Security to the Trustee for cancellation whereupon in
accordance with the Indenture the Company will execute and deliver the Notes of
-2-
<PAGE>
this series in definitive registered form without coupons, in denominations of
$1,000 and any integral multiples thereof, and in a like aggregate principal
amount, in exchange for this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, at the rate, and in the coin or currency
herein prescribed.
The Indenture contains provisions permitting the Company and the Trustee,
with the written consent of Holders of a majority in principal amount of the
Notes, to enter into a supplemental indenture to add any provisions to or to
change or eliminate any provisions of the Indenture or of any supplemental
indenture or to modify, in each case in any manner not covered by provisions in
the Indenture relating to amendments and modifications without the consent of
Holders, the rights of such Holders. However, without the consent of each Holder
affected thereby, an amendment or modification may not: (a) change the Stated
Maturity or any Interest Payment Date or the redemption price; (b) reduce the
principal amount of, or the interest on, any Note or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change the place or currency of any payment of principal or interest on any
Note (except as otherwise provided in the Indenture); (d) impair the right to
institute suit for the enforcement of any payment on or with respect to any
Note; (e) reduce the percentage in principal amount of Notes, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage in principal amount of Notes
necessary to waive any past default to less than a majority. Except with respect
to certain fundamental provisions, the Holders of at least a majority in
principal amount of Notes may, with respect to the Notes, waive past defaults
under the Indenture and waive compliance by the Company with certain provisions
of the Indenture. The Indenture also contains provisions permitting the Company
and the Trustee to effect certain modifications and amendments without the
consent of the Holders to cure ambiguities, correct inconsistencies and make
other changes, provided such modifications and amendments do not adversely
affect the interest of the Holders in any material respect.
If an Event of Default (as defined in the Indenture) with respect to Notes
should occur and be continuing, the principal amount of the Notes and interest
accrued thereon may, by written notice to the Company, be declared due and
payable by the Trustee or the Holders of not less than 25% in principal amount
of all outstanding Notes. Such declaration of acceleration may, if all payments
due have been made and all Events of Default have been remedied or waived, be
rescinded by the Holders of a majority in principal amount of all outstanding
Notes. Any Event of Default may be waived by the Holders of a majority in
principal amount of all outstanding Notes, except that default in payment of the
principal, premium, or interest on any Note, or in respect of a covenant under
the Indenture which cannot be modified absent the consent of the Holders of each
outstanding Note, cannot be waived.
As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment
-3-
<PAGE>
of a receiver or trustee or for any other remedy thereunder, unless: (i) such
Holder shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Notes; (ii) the Holders of not less than
25% in principal amount of the Notes at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity; (iii) the
Trustee shall not have received from the Holders of a majority in principal
amount of the Notes at the time Outstanding a direction inconsistent with such
request; and (iv) the Trustee shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Note for the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed herein.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or by its
attorney duly authorized in writing, and thereupon one or more new Notes of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Note is unsecured and ranks pari passu with all other unsecured and
unsubordinated indebtedness of the Company.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
All capitalized terms used in this Note without definition which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
Unless the Certificate of Authentication hereon has been executed by or on
behalf of Yasuda Bank and Trust Company (U.S.A.), the Trustee for this Note
under the Indenture, or its successor thereunder, by the manual signature of one
of its authorized officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
-4-
<PAGE>
IN WITNESS WHEREOF, Comdisco, Inc. has caused this Note to be signed
manually or by facsimile, by its duly authorized officers, under its corporate
seal (which may be printed, engraved or otherwise reproduced hereon by facsimile
or otherwise).
DATED: May 6, 1997
COMDISCO, INC.
By:
----------------------------------
John J. Vosicky,
Executive Vice President and
Chief Financial Officer
[SEAL]
Attest:
-------------------------------------
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
YASUDA BANK AND TRUST COMPANY (U.S.A.),
AS TRUSTEE
By:
--------------------------
Authorized Officer
-5-
<PAGE>
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address
including postal zip code of assignee)
The within Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________________________ attorney-in-fact to transfer said
Note on the books of the Company, with full power of substitution in the
premises.
----------------------------------------
Dated:__________________ Signature
NOTICE: The signature on this assignment
must correspond with the name as written
upon the face of this Note in every
particular, without alteration or
enlargement or any change whatever.
-6-
<PAGE>
Exhibit 4.2
-----------
[FORM OF FACE OF DEFINITIVE NOTE]
REGISTERED REGISTERED
No. R- [LOGO] $
COMDISCO, INC.
6.50% Note Due April 30, 1999
CUSIP 200336AQ8
Comdisco, Inc., a Delaware corporation (hereinafter called the "Company",
which term include any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to _________________
_____________________________________________, or registered assigns, the
principal sum of _______________________________________ DOLLARS, on April 30,
1999 and to pay interest thereon from May 6, 1997 or from the most recent date
in respect of which interest of which interest has been paid or duly provided
for semi-annually on April 30 and October 30, in each year, commencing October
30, 1997, and at maturity, at the rate of 6.50% per annum, until the principal
hereof is paid or duly made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Note (or one
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest which shall be the April 15 or October 15
(whether or not a Business Day) immediately preceding such Interest Payment
Date. Any such interest which is payable, but not punctually paid or duly
provided for on any Interest Payment Date (herein called "Defaulted Interest"),
shall forthwith cease to be payable to the registered Holder on such Regular
Record Date, and may either be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Note not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner, all as more fully provided in the Indenture. Interest
payable at Stated Maturity will be payable to the Person to whom the principal
hereof shall be payable.
Payment of the principal of, and the interest on, this Note will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.
This Note is one of the Securities of a series of 6.50% Notes Due April 30,
1999 limited in aggregate principal amount to $250,000,000 (the "Notes").
Reference is hereby made to the further provisions of this Note set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the Certificate of Authentication hereon has been executed by or on
behalf of Yasuda Bank and Trust Company (U.S.A.), the Trustee for this Note
under the Indenture, or its successor thereunder, by the manual signature of one
of its authorized officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
All capitalized terms used in this Note without definition which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
------------------
<PAGE>
IN WITNESS WHEREOF, Comdisco, Inc. has caused this Note to be signed,
manually or by facsimile, by its duly authorized officers, under its corporate
seal (which may be printed, engraved or otherwise reproduced hereon by facsimile
or otherwise).
DATED:
-------------------
COMDISCO, INC.
By:
-----------------------------
President
[SEAL]
Attest:
- -------------------------
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
YASUDA BANK AND TRUST COMPANY (U.S.A.),
AS TRUSTEE
By:
------------------------------------
Authorized Officer
-2-
<PAGE>
[Form of Reverse of Note]
COMDISCO, INC.
6.50% Note Due April 30, 1999
This Note is one of a duly authorized series of securities issued and to be
issued under an Indenture, dated as of December 1, 1995 (the "Indenture"),
between the Company and Yasuda Bank and Trust Company (U.S.A.), as Trustee
(herein called the "Trustee", which term includes any successor Trustee with
respect to the Notes, under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and the terms upon which
the Notes are to be authenticated and delivered.
This Note is not subject to any sinking fund and is not redeemable, in
whole or in part, prior to maturity.
The Indenture contains provisions permitting the Company and the Trustee,
with the written consent of Holders of a majority in principal amount of the
Notes, to enter into a supplemental indenture to add any provisions to or to
change or eliminate any provisions of the Indenture or of any supplemental
indenture or to modify, in each case in any manner not covered by provisions in
the Indenture relating to amendments and modifications without the consent of
Holders, the rights of such Holders. However, without the consent of each Holder
affected thereby, an amendment or modification may not: (a) change the Stated
Maturity or any Interest Payment Date or the redemption price; (b) reduce the
principal amount of, or the interest on, any Note or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change the place or currency of any payment of principal or interest on any
Note (except as otherwise provided in the Indenture); (d) impair the right to
institute suit for the enforcement of any payment on or with respect to any
Note; (e) reduce the percentage in principal amount of Notes, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage in principal amount of Notes
necessary to waive any past default to less than a majority. Except with respect
to certain fundamental provisions, the Holders of at least a majority in
principal amount of Notes may, with respect to the Notes, waive past defaults
under the Indenture and waive compliance by the Company with certain provisions
of the Indenture. The Indenture also contains provisions permitting the Company
and the Trustee to effect certain modifications and amendments without the
consent of the Holders to cure ambiguities, correct inconsistencies and make
other changes, provided such modifications and amendments do not adversely
affect the interest of the Holders in any material respect.
If an Event of Default (as defined in the Indenture) with respect to Notes
should occur and be continuing, the principal amount of the Notes and interest
accrued thereon may, by written notice to the Company, be declared due and
payable by the Trustee or the Holders of not less than 25% in principal amount
of all outstanding Notes. Such declaration of acceleration may, if all payments
due have been made and all Events of Default have been remedied or waived, be
rescinded by the Holders of a majority in principal amount of all outstanding
Notes. Any Event of Default may be waived by the Holders of a majority in
principal amount of all outstanding Notes, except that default in payment of the
principal, premium, or interest on any Note, or in respect of a covenant under
the Indenture which cannot be modified absent the consent of the Holders of each
outstanding Note, cannot be waived.
As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless: (i) such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes; (ii) the Holders of not less than 25% in principal amount of the Notes at
the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity; (iii) the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes at the time Outstanding a
direction
-3-
<PAGE>
inconsistent with such request; and (iv) the Trustee shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Note for the enforcement of any payment of principal hereof
or any premium or interest hereon on or after the respective due dates expressed
herein.
The Notes are issuable only in registered form without coupons, in
denominations of $1,000 and any integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes denominated as
authorized, as requested by the Holder surrendering the same.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, at the rate, and in the coin or currency
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or by its
attorney duly authorized in writing, and thereupon one or more new Notes of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Note is unsecured and ranks pari passu with all other unsecured and
unsubordinated indebtedness of the Company.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
----------------
-4-
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as through they were written out in full
according to applicable laws or regulations.
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT-- Custodian
------------------ --------------------
(Cust) (Minor)
under Uniform Gifts to Minors Act
----------------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
----------------------------------------
-5-
<PAGE>
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ----------------------------------------------
- ----------------------------------------------------------------------
(Please print or typewrite name and address
including postal zip code of assignee)
The within Note and all rights thereunder, hereby irrevocably constituting and
appointing ___________________________________________________________________
__________________ attorney-in-fact to transfer said Note on the books of the
Company, with full power of substitution in the premises.
--------------------------------
Dated: Signature
----------------------
NOTICE: The signature on this assignment
must correspond with the name as written
upon the face of this Note in every
particular, without alteration or
enlargement or any change whatever.
-6-
<PAGE>
Exhibit 5
---------
[COMDISCO LETTERHEAD]
May 1, 1997
The Board of Directors of
Comdisco, Inc.
6111 North River Road
Rosemont, Illinois 60018
Re: Issuance of $250 Million in 6.50% Notes of Comdisco, Inc. Due
-------------------------------------------------------------
April 30, 1999
--------------
Ladies and Gentlemen:
Reference is made to the form of the Registration Statement on Form S-3
(File No. 333-15401) filed with the Securities and Exchange Commission (the
"Commission") on November 1, 1996 (the "Registration Statement") by Comdisco,
Inc., a Delaware corporation (the "Company"), under the Securities Act of 1933,
as amended (the "Act"), and declared effective November 14, 1996, relating to
$950,000,000 in aggregate principal amount of Debt Securities of the Company
(the "Debt Securities") and Common Stock as may be issuable from time to time
upon conversion or exchange or Debt Securities to the extent such Debt
Securities are, by their terms, convertible or exchangeable for Debt Securities
pursuant to Rule 415 under the Act for issuance from time to time. This opinion
is being furnished to you for filing on a Current Report on Form 8-K which will
be incorporated by reference as a supplemental exhibit to the Registration
Statement.
I am familiar with the proceedings taken and proposed to be taken by the
Company in connection with the proposed authorization, issue and sale of $250
million in aggregate principal amount of 6.50% Notes Due April 30, 1999 to be
offered by the Company as Debt Securities under the Registration Statement (the
"Notes") and I have examined the originals, or copies, certified or otherwise
identified, of corporate records of the Company, certificates of public
officials and the representatives of the Company, statutes and other documents
and instruments, as the basis for the opinion hereinafter expressed. I have also
examined the form of Indenture between the Company and Yasuda Bank and Trust
Company (U.S.A.), as Trustee, under which the Notes are to be issued (the
"Indenture") and the form of Underwriting Agreement and related Terms Agreement
by and among the Company, and certain Underwriters pursuant to which the Notes
will be distributed (collectively, the "Underwriting Agreement"), the forms of
each of which have been filed as exhibits to the Registration Statement. I am
also familiar with the form of Prospectus Supplement and Prospectus relating to
the Notes and their offering by the Company, each dated May 1, 1997 and to be
filed with the Commission on or about May 5, 1997. I am also familiar with the
proposed opinion of legal counsel qualified to practice in New York concerning
the validity, legality and binding effect of the Notes under New York law, upon
which I will rely
<PAGE>
Comdisco, Inc.
May 1, 1997
Page 2
in delivering my opinion pursuant to the Underwriting Agreement and upon which
opinion I am relying in connection with this opinion.
Based upon the foregoing examination, and in reliance thereon, I am of the
opinion that, subject to the terms of the Notes being otherwise in compliance
with applicable law, the Notes, when duly authorized, executed, authenticated
and delivered in the form contemplated by the Indenture and in accordance with
the terms of the applicable resolutions of the Board of Directors of the
Company, and any legally required consents, approvals, authorizations and other
orders of the Commission or any other judicial or regulatory authorities
required to be obtained, against payment therefor as described in the
Registration Statement, will be legally issued and will be binding obligations
of the Company, entitled to the benefits of Indenture.
The foregoing opinion is subject to (i) any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) with respect to the enforceability of any agreement to
general principles of equity (regardless of whether such enforceability is
considered in an action at law or in equity).
I am qualified to practice law in the State of Illinois and do not purport
to be an expert on, or to express any opinion herein concerning any law other
than the laws of the State of Illinois, the corporation laws of the State of
Delaware, and the federal laws of the United States. Without limiting the
generality of the foregoing, I express no opinion as to the effect of the law of
any jurisdiction other than the State of Illinois or the corporate law of
Delaware.
I hereby consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K to be incorporated by reference into the
Registration Statement.
Very truly yours,
/s/ Jeremiah M. Fitzgerald
--------------------------
Jeremiah M. Fitzgerald
Vice President and
General Counsel
