SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the fiscal year ended September 30, 1998
or
[ ] Transition Report Pursuant to Section 13 of 15(d) of the Securities
Exchange Act of 1934 For the transition period from ___________________
to ________________
Commission file number 1-7725
COMDISCO, INC.
(a Delaware Corporation)
6111 North River Road
Rosemont, Illinois 60018
Telephone (847) 698-3000
I.R.S. Employer Identification Number 36-2687938
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Titles of each class on which registered
- ------------------- -------------------------
Common Stock New York Stock Exchange
$.10 par value Chicago Stock Exchange, Inc.
Common Stock Purchase Rights New York Stock Exchange
Chicago Stock Exchange, Inc.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No. .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the common stock held by nonaffiliates of the
Registrant as of December 15, 1998 was approximately $1,633,000,000. For
purposes of the foregoing calculation only, all directors and executive officers
of the registrant have been deemed affiliates. As of September 30, 1998, there
were 152,100,362 shares of the Registrant's common stock, $.10 par value,
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
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<PAGE>
EXPLANTORY NOTE: This Amendment No. 1 is being filed to correct information
provided in response to Item 11 of Form 10-K, as originally incorporated by
reference to the Company's Proxy Statement for the Annual Meeting of
Stockholders held on January 26, 1999 and filed with the Commission on December
23, 1998. In its filing, the Company incorrectly included amounts in the columns
headed "5%" and "10%" for the options granted pursuant to the Company's Shared
Investment Plan.
Item 11. Executive Compensation
OPTION GRANTS IN LAST FISCAL YEAR
The following table presents additional information concerning the options shown
in the Summary Compensation Table for fiscal year 1998.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Potential Realizable Value at
Individual Grants Assumed Annual Rates of Stock
Price Appreciation for Option
Term<F3>
---------------------------------------------------------------------------------------------
Number of % of Total
Securities Options /
Underlying SARs Granted
Options / to Employees Exercise or
Name SARs Granted in Fiscal Base Price Expiration 0% 5% 10%
(#) 1998 ($/Sh) Date
- --------------- ------------- ------------ ----------- ---------- ----- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Jack Slevin 55,050<F1> .64 $ 15.88 10/1/07 $-0- $549,776 $1,393,240
192,000<F2> 2.00 17.25<F2> 02/01/98 -0- -0-<F2> -0-<F2>
59,170 .68 13.625 09/30/08 -0- 507,009 1,284,861
Nicholas K. 55,050<F1> .64 15.88 10/01/07 -0- 549,776 1,393,240
Pontikes 600,000<F2> 7.00 17.25<F2> 02/01/98 -0- -0-<F2> -0-<F2>
32,160 .37 13.625 09/30/08 -0- 275,569 698,346
John C. Kenning 36,330<F1> .42 15.88 10/01/07 -0- 362,822 919,462
132,000<F2> 1.00 17.25<F2> 02/01/98 -0- -0-<F2> -0-<F2>
26,690 .31 13.625 09/30/08 -0- 228,698 579,566
William N. 22,020<F1> .25 15.88 10/01/07 -0- 219,910 557,296
Pontikes 192,000<F2> 2.00 17.25<F2> 02/01/98 -0- -0-<F2> -0-<F2>
26,690 .31 13.625 09/30/08 -0- 228,698 579,566
John J. Vosicky 11,010<F1> .13 15.88 10/01/07 -0- 109,955 278,648
64,000<F2> .74 17.25<F2> 02/01/98 -0- -0-<F2> -0-<F2>
26,690 .31 13.625 09/30/08 -0- 228,698 579,566
- ---------------------------------------------------------------------------------------------------------------
<FN>
<F1> Reflects options issued in lieu of cash compensation pursuant to the
"Cash-to-Option alternative" election referenced in the Compensation
Committee Report.
<F2> Reflects options granted pursuant to the Company's Shared Investment Plan
(the "SIP") on Sunday, February 1, 1998 with a one-day term and an
exercise price based on the closing price of the New York Stock Exchange
on Friday, January 30, 1998. The options were exercised on the date of
grant by the named executive. Due to the one-day term of the option,
there was no potential realizable value for the option term. Under the
terms of the voluntary plan, the participants took out personal
full-recourse loans to fund their exercise of the options to purchase
Common Stock at the January 30, 1998 closing price of $17.25 per share.
The loans borrowed from a commercial bank, are the personal obligation of
the participants. The Company has agreed to guarantee repayment to the
bank in the event of a default by a participant. Pursuant to the SIP, the
Company received approximately $109 million in cash from 106 members of
the Company's senior management team who collectively purchased over 6
million shares of Common Stock.
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<PAGE>
Under the terms of the SIP, there are several restrictions on the sale of
the purchased shares. Except in specified and limited circumstances,
including death, disability and corporate control changes, no participant
may sell any portion of the purchased shares before the first anniversary
of the exercise date. In addition, no participant may sell any portion of
the purchased shares unless all principal, interest and prepayment fees
due on the loan described above have been paid or all sale proceeds are
simultaneously applied first to the payment of such amounts. The Company
may take all action relating to the participant and his or her assets,
which the Compensation Committee deems reasonable and necessary, to
obtain full reimbursement for amounts the Company pays to the bank
pursuant to its loan guarantee, in excess of its obligation under the
risk bearing provision described below. The Company has a right to
repurchase the shares five days after the date it receives notice of
intent to sell from the participant at the New York Stock Exchange
closing price on the date notice is received. The Company is entitled to
50% of any gain upon sale or a voluntary termination of employment within
three years of February 2, 1998. For participants whose employment is
terminated due to death or disability while the loan is outstanding, the
Company will bear 100% of the loss, if any, which the participant incurs
upon the sale of the purchased shares within 60 days of the employment
termination.
<F3> Comdisco included amounts under the columns labeled "5%" and "10%"
pursuant to certain rules promulgated by the SEC and those amounts are
not intended to forecast future appreciation, if any, in the price of the
Comdisco common stock. Such amounts are based on the assumption that the
Named Executive Officers hold the options granted for their full term.
The actual value of the options will vary in accordance with the market
price of the Comdisco common stock. The column headed "0%" is included to
demonstrate that the options were granted at fair market value and
optionees will not recognize any gain without an increase in the stock
price, and any increase will benefit all stockholders proportionately.
</FN>
</TABLE>
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
COMDISCO, INC.
DATE: April 27, 1999 By: /s/ David J. Keenan
David J. Keenan
Senior Vice President and
Corporate Controller
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Nicholas K. Pontikes
Nicholas K. Pontikes
Chief Executive Officer /s/ Philip A. Hewes
(Principal Executive Officer), Philip A. Hewes
President and Director Director
/s/ John J. Vosicky /s/ Thomas H. Patrick
John J. Vosicky Thomas H. Patrick
Chief Financial Officer (Principal Director
Financial Officer) and Director
/s/ David J. Keenan /s/ William N. Pontikes
David J. Keenan William N. Pontikes
Senior Vice President (Principal Accounting) Director
Officer and Corporate Controller
/s/ Robert A. Bardagy /s/ Rick Kash
Robert A. Bardagy Rick Kash
Director Director
/s/ Harry M. Jansen Kraemer, Jr. /s/ Carolyn L. Murphy
Harry M. Jansen Kraemer, Jr. Carolyn L. Murphy
Director Director
/s/ C. Keith Hartley
C. Keith Hartley
Director
Each of the above signatures is
affixed as of April 27, 1999
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