<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for use of the Commission only
(as permitted by rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Comdisco, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: (2)
Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
-1-
<PAGE>
Additional Materials Relating to Comdisco Special Meeting First Posted on the
Comdisco, Inc. Website at www.comdisco.com on February 3, 2000.
Ventures Tracking Stock Q&A
Q. What is "tracking stock"?
A. Tracking stock is a series or class of a company's common stock that is
designed to track the performance of a particular business unit,
division, subsidiary, or group of assets. Holders of tracking stock are
shareholders of Comdisco and not of the business or subsidiary whose
performance the share are intended to track.
Q. What is the tracking stock proposal?
A. The tracking stock proposal will authorize Comdisco to:
o Issue common stock in multiple series, with Comdisco Stock and
Ventures Tracking Stock as the first two series;
o Reclassify each outstanding share of existing common stock as one
share of Comdisco Stock; o Increase the total number of authorized
shares of common stock from 750,000,000 to 1,800,000,000; and
o Establish an incentive plan for Comdisco Ventures management and
amend certain of our stock plans to allow us to issue more than one
series of common stock.
Ventures Tracking Stock will track the economic performance of our
venture financing business which we call Comdisco Ventures.
Q. Why is Comdisco creating the Ventures Tracking Stock?
A. Among other things, we intend that creating a Ventures Tracking Stock
will:
o Enable investors to review separate financial information about
Comdisco and Comdisco Ventures and value both stocks accordingly;
o Encourage investors and analysts to focus on Comdisco Ventures and
its contribution to the value of Comdisco;
o Enable us to raise capital by selling Ventures Tracking Stock.
o Preserve the financial, tax, strategic and operational benefits of
remaining a single enterprise.
Q. When do you expect to issue Ventures Tracking Stock?
A. We expect that this initial public offering ("IPO") would occur some
time in our fiscal year 2000 - - market conditions and regulatory and
stockholder approvals permitting.
Q. How much of the Ventures Tracking Stock will be sold in the IPO?
A. We currently plan to offer to the public, for cash, shares of Ventures
Tracking Stock intended to represent approximately 15% of the equity
value initially attributed to Comdisco Ventures. This equity value has
not been established yet and market conditions could influence this
decision.
Q: How can an individual investor buy IPO shares of the Ventures Tracking
Stock?
A: On January 26th Comdisco filed a preliminary proxy statement for the
purposes of the stockholder vote that will take place this spring. At
this time, Comdisco has not filed a registration statement for the IPO.
If the tracking stock proposal is approved, we expect to make that
filing in the spring and offer the IPO through a syndicate of brokers
which will be listed as press release by Comdisco. You may contact a
representative of one of those brokerage firms about purchasing IPO
shares.
Q. Will the Ventures Tracking Stock pay a dividend?
A. We currently intend to retain all earnings of Comdisco Ventures to
finance operations and to fund future growth for Comdisco Ventures. We
do not expect to pay any dividends on Ventures Tracking Stock for the
foreseeable future.
Q: Do you plan to distribute Ventures Tracking Stock to Comdisco
stockholders?
A: If we proceed with the IPO, Comdisco currently anticipates that a full
distribution of the remaining (non-IPO) shares in the Ventures Tracking
Stock would be made at some point to stockholders of Comdisco common
stock. However, we would not expect to distribute these shares for some
months following the IPO, again subject to market conditions.
Q: When will Comdisco stockholders receive additional information?
A: We will provide additional information to Comdisco stockholders as we
proceed when appropriate and as allowed by SEC rules.
Safe Harbor: Statements above about Comdisco's intentions, expectations or plans
are forward-looking statements. If Comdisco is unable to obtain regulatory
review and approval and stockholder approval in a timely manner, or if market
conditions change, Comdisco's actions could differ materially from those
discussed above.
