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Comdisco Inc · DEF 14A · For 1/26/99

Filed On 12/23/98 · SEC File 1-07725 · Accession Number 950131-98-6602

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

12/23/98  Comdisco Inc                      DEF 14A     1/26/99    1:25                                     950131

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                            25    115K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Value Annual Meeting Board Meetings in Fiscal 1998 Certain Relationships and Related Transactions Chief Executive Officer Compensation Comdisco Common Stock Owned by Comdisco Directors and Executive Officers Comdisco Executive Officer Compensation and Benefits Comdisco Stock Price Performance Graph Comdisco Stock Split Committees of the Board of Directors Compensation Committee Report Consistent Compensation Strategy Cost of Proxy Solicitation Directors Continuing in Office Until the 2000 Annual Meeting (Class II Directors) Directors Continuing in Office Until the 2001 Annual Meeting (Class III Directors) Directors, Executive Officers and Greater-Than-10% Stockholders Compliance with Section 16(a) Beneficial Ownership Reporting in Fiscal 1998 How Do I Vote By Proxy? How We Compensate Our Directors Information About Comdisco Common Stock Ownership Information About Executive Officers Information About the Board of Directors Long Term Incentive Plan ("LTIP") Awards Option Grants in Last Fiscal Year Proposal 1: Elect Three Directors Proposal 2: Approve Selection of Independent Auditors For 1999 Proposals Recommended by the Board Proxy Questions and Answers About the Annual Meeting and Voting Quorum and Required Vote Role of the Committee Stockholder Communication Stockholder Proposals and Nominations Stockholders Who Own at Least 5% of Comdisco Common Stock Summary Compensation Table Voting and Record Date 1998 Executive Officer Compensation
1	1st Page
4	Questions and Answers About the Annual Meeting and Voting
"	Annual Meeting
"	Voting and Record Date
5	How Do I Vote By Proxy?
6	Quorum and Required Vote
"	Proposal 1: Elect Three Directors
"	Stockholder Proposals and Nominations
7	Cost of Proxy Solicitation
"	Stockholder Communication
"	Comdisco Stock Split
8	Information About Comdisco Common Stock Ownership
"	Comdisco Common Stock Owned by Comdisco Directors and Executive Officers
9	Stockholders Who Own at Least 5% of Comdisco Common Stock
"	Directors, Executive Officers and Greater-Than-10% Stockholders Compliance with Section 16(a) Beneficial Ownership Reporting in Fiscal 1998
10	Proposals Recommended by the Board
"	Proposal 2: Approve Selection of Independent Auditors For 1999
11	Information About the Board of Directors
"	Directors Continuing in Office Until the 2000 Annual Meeting (Class II Directors)
12	Directors Continuing in Office Until the 2001 Annual Meeting (Class III Directors)
"	Board Meetings in Fiscal 1998
"	Committees of the Board of Directors
13	How We Compensate Our Directors
14	Information About Executive Officers
15	Compensation Committee Report
"	Role of the Committee
"	Consistent Compensation Strategy
"	Chief Executive Officer Compensation
16	1998 Executive Officer Compensation
17	Comdisco Executive Officer Compensation and Benefits
"	Summary Compensation Table
18	Option Grants in Last Fiscal Year
19	Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Value
"	Long Term Incentive Plan ("LTIP") Awards
20	Certain Relationships and Related Transactions
21	Comdisco Stock Price Performance Graph
24	Proxy

DEF 14A 1st Page of 25 TOC Top Previous Next Bottom Just 1st

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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))

[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 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:
------------------------------------------------------------------------

Notes:

DEF 14A 2nd Page of 25 TOC 1st Previous Next Bottom Just 2nd

[LOGO OF COMDISCO APPEARS HERE]

6111 N. RIVER ROAD
ROSEMONT, ILLINOIS 60018

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 26, 1999

TO THE STOCKHOLDERS:

The Annual Meeting of Stockholders (the "Annual Meeting") of Comdisco, Inc., a
Delaware corporation ("Comdisco"), will be held on Tuesday, January 26, 1999,
at 3:00 p.m. (C.S.T.). The Annual Meeting will be convened at Comdisco's
corporate office, 6111 North River Road, Rosemont, Illinois 60018, in the
first floor auditorium for the purpose of considering and acting upon the
following:

1. The election of three Class I Directors of Comdisco for a term of three
years;

2. The ratification of the appointment by the Board of Directors of KPMG
Peat Marwick LLP as independent auditors of Comdisco for the current
fiscal year; and

3. The transaction of such other business as may properly be brought before
the meeting or any adjournment thereof.

Only stockholders of record at the close of business on December 15, 1998
("Stockholders" and individually a "Stockholder"), are entitled to notice of
and to vote at the Annual Meeting. For at least ten days prior to the Annual
Meeting, a list of Stockholders entitled to vote at the Annual Meeting will be
available for examination by any Stockholder, for any purpose germane to the
Annual Meeting, during ordinary business hours at Comdisco's corporate office.

Stockholders are cordially invited to attend the Annual Meeting. However,
whether or not a Stockholder plans to attend, each Stockholder is urged to
vote by one of the following methods: (i) signing, dating and promptly
returning the enclosed proxy card in the accompanying envelope or (ii) by
using a toll-free telephone number as described on the enclosed proxy card.

The Annual Report, Proxy Statement and proxy card enclosed with this notice.

Dated and mailed at New York, New York, December 24, 1998.

By order of the Board of Directors

PHILIP A. HEWES
Secretary

IMPORTANT

Please complete, sign and return the enclosed proxy card immediately or use
the telephone voting procedure. A return envelope, which requires no postage
if mailed in the United States, is enclosed.

DEF 14A 3rd Page of 25 TOC 1st Previous Next Bottom Just 3rd

TABLE OF CONTENTS

· Download Table

SECTION PAGE
------- ----

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING................. 1
Annual Meeting........................................................... 1
Voting and Record Date................................................... 1
Quorum and Required Vote................................................. 3
Stockholder Proposals and Nominations.................................... 3
Cost of Proxy Solicitation............................................... 4
Stockholder Communication................................................ 4
Comdisco Stock Split..................................................... 4
INFORMATION ABOUT COMDISCO COMMON STOCK OWNERSHIP......................... 5
Comdisco Common Stock Owned by Comdisco Directors and Executive
Officers................................................................ 5
Stockholders Who Own at Least 5% of Comdisco Common Stock................ 6
Directors, Executive Officers and Greater-Than-10% Stockholders
Compliance with Section 16(a) Beneficial Ownership Reporting in Fiscal
1998.................................................................... 6
PROPOSALS RECOMMENDED BY THE BOARD........................................ 7
Proposal 1: Elect Three Directors........................................ 7
Proposal 2: Approve Selection of Independent Auditors For 1999........... 7
INFORMATION ABOUT THE BOARD OF DIRECTORS.................................. 8
Directors Nominated this Year for a Three-Year Term Expiring at the 2002
Annual Meeting (Class I Directors)...................................... 8
Directors Continuing in Office Until the 2000 Annual Meeting (Class II
Directors).............................................................. 8
Directors Continuing in Office Until the 2001 Annual Meeting (Class III
Directors).............................................................. 9
Board Meetings in Fiscal 1998............................................ 9
Committees of the Board of Directors..................................... 9
How We Compensate Our Directors.......................................... 10
INFORMATION ABOUT EXECUTIVE OFFICERS...................................... 11
COMPENSATION COMMITTEE REPORT............................................. 12
Role of the Committee.................................................... 12
Consistent Compensation Strategy......................................... 12
Chief Executive Officer Compensation..................................... 12
1998 Executive Officer Compensation...................................... 13
COMDISCO EXECUTIVE OFFICER COMPENSATION AND BENEFITS...................... 14
Summary Compensation Table............................................... 14
Option Grants in Last Fiscal Year........................................ 15
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End
Value................................................................... 16
Long Term Incentive Plan ("LTIP") Awards................................. 16
Certain Relationships and Related Transactions........................... 17
COMDISCO STOCK PRICE PERFORMANCE GRAPH.................................... 18

DEF 14A 4th Page of 25 TOC 1st Previous Next Bottom Just 4th

COMDISCO, INC.

PROXY STATEMENT FOR THE
1999 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

ANNUAL MEETING

WHY DID I RECEIVE THIS PROXY STATEMENT?

We sent you this Proxy Statement and the enclosed proxy card because
Comdisco's Board of Directors is soliciting your proxy to vote at the
Annual Meeting of Stockholders to be held on January 26, 1999 at 3:00 p.m.
(C.S.T.) at Comdisco's corporate office, 6111 North River Road, Rosemont,
Illinois 60018. This Proxy Statement summarizes the information you need to
know to vote on an informed basis at the Annual Meeting; however, you do
not need to attend the Annual Meeting to vote your shares (under the
section entitled "Voting and Record Date", see "How Do I Vote By Proxy?").
We first sent this Proxy Statement, the foregoing Notice of Annual Meeting
and the enclosed proxy card on December 24, 1998 to all stockholders
entitled to vote. Also enclosed with this Proxy Statement is the Comdisco
1998 Annual Report, which includes our most recent financial statements.

VOTING AND RECORD DATE

WHO CAN VOTE?

You are entitled to vote if you owned Comdisco common stock at the close of
business on December 15, 1998. This is called the Record Date.

HOW MANY SHARES OF VOTING STOCK ARE OUTSTANDING?

On the Record Date, there were 152,147,624 shares of Comdisco common stock
outstanding. Comdisco common stock is our only class of voting stock.

HOW MANY VOTES DO I HAVE?

Each share of Comdisco common stock that you own entitles you to one vote.
The proxy card indicates the number of shares of Comdisco common stock that
you owned on December 15, 1998.

WHAT AM I VOTING ON?

(1) The election of three nominees to serve on our Board of Directors:

.Harry M. Jansen Kraemer, Jr.

.Carolyn L. Murphy

.John J. Vosicky

(2) The ratification of KPMG Peat Marwick LLP as Comdisco's auditors for
the 1999 fiscal year.

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HOW DOES THE BOARD OF DIRECTORS RECOMMEND I VOTE ON THE PROPOSALS?

The Board of Directors recommends a vote FOR each of the Board of Directors
nominees and FOR the appointment of KPMG Peat Marwick LLP as Comdisco's
independent auditors for 1999.

HOW DO I VOTE IN PERSON?

All stockholders as of December 15, 1998 can attend the Annual Meeting. If
you plan to attend the Annual Meeting you may vote in person. However, if
your shares are held in the name of your broker, bank or other nominee, you
must bring an account statement or letter from the nominee indicating that
you are the beneficial owner of the shares on December 15, 1998.

HOW DO I VOTE BY PROXY?

To vote by proxy, you should either:

. Complete, sign and date the enclosed proxy card and return it
promptly, to be received by Comdisco no later than January 26, 1999
at 10:00 a.m. in the prepaid envelope provided; or

.Call the toll-free telephone number on the proxy card no later than
January 26, 1999 at 10:00 a.m.

MAY I REVOKE MY PROXY?

If you give a proxy, you may revoke it at any time before it is voted on
your behalf. You may revoke your proxy in any one of three ways:

. You may send in another proxy with a later date.

. You may notify Comdisco's Secretary, Philip A. Hewes, in writing
before the Annual Meeting that you have revoked your proxy.

. You may vote in person at the Annual Meeting.

IF I PLAN TO ATTEND THE ANNUAL MEETING, SHOULD I STILL VOTE BY PROXY?

Whether you plan to attend the Annual Meeting or not, we urge you to vote
by proxy. Returning the proxy card or voting by telephone will not affect
your right to attend the Annual Meeting and vote.

HOW WILL MY PROXY GET VOTED?

If you properly fill in your proxy card and send it to us or deliver your
proxy by telephone in time to vote no later than January 26, 1999 at 10:00
a.m., your "proxy" (one of the individuals named on your proxy card) will
vote your shares as you have directed. Under the rules of the New York
Stock Exchange, if your broker is a member of the exchange and holds your
shares in its name, the broker may sign the proxy card and vote your shares
on both Proposal 1 and Proposal 2, if it does not receive instructions from
you within ten days of the meeting. If your broker votes your shares on one
but not both of the proposals, the missing votes are considered "broker
non-votes." If you sign the proxy card but do not make specific choices,
your proxy will vote your shares as recommended by the Board as follows:

. ""FOR'' the election of all three nominees for director, and

. ""FOR'' ratification of the selection of independent auditors for
1999.

HOW WILL VOTING ON ANY OTHER BUSINESS BE CONDUCTED?

Although we do not know of any business to be considered at the 1999 Annual
Meeting other than the proposals described in this proxy statement, if any
other business is presented at the Annual Meeting, your

DEF 14A 6th Page of 25 TOC 1st Previous Next Bottom Just 6th

signed proxy card gives authority to Jack Slevin and Philip A. Hewes to
vote on such matters at their discretion.

WHAT DOES IT MEAN IF I GET MORE THAN ONE PROXY CARD?

If your shares are registered differently and are in more than one account,
you will receive more than one proxy card. Each proxy card will indicate
the number of shares you are entitled to vote on that particular card. Sign
and return all proxy cards, or deliver your proxy by telephone, to ensure
that all your shares are voted.

IS VOTING CONFIDENTIAL?

We keep all the proxies, ballots and voting tabulations private as a matter
of practice. We only let our Inspector of Elections, David J. Keenan, and
certain employees of our independent tabulating agent, ChaseMellon
Shareholder Services, examine these documents. We will not disclose your
vote to management unless it is necessary to meet legal requirements. We
will, however, forward to management any written comments you make, on the
proxy card or elsewhere.

QUORUM AND REQUIRED VOTE

WHAT IS A QUORUM AND WHY IS IT NECESSARY?

A quorum is a majority of the outstanding shares entitled to vote, present
or represented by proxy. There must be a quorum of stockholders for a valid
meeting to be held. If you submit a properly executed proxy card, even if
you abstain from voting, you will be considered part of the quorum.

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?

Proposal 1: Elect three directors:

The three nominees for director who receive the most votes will be elected.
So, if you do not vote for a particular nominee, or you indicate "withhold
authority to vote" for a particular nominee on your proxy card, your vote
will not count either "for" or "against" the nominee. A "broker non-vote"
will also have no effect on the outcome.

Proposal 2: Ratify selection of auditors:

The affirmative vote of a majority of the shares present in person or by
proxy and entitled to vote at the Annual Meeting is required to ratify the
selection of independent auditors. So, if you "abstain" from voting, or
receive a "broker non-vote" on the proposal, it has the same effect as a
vote "against" this proposal.

STOCKHOLDER PROPOSALS AND NOMINATIONS

WHEN ARE STOCKHOLDER PROPOSALS DUE SO THAT THEY WILL BE INCLUDED IN
COMDISCO'S PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD IN THE YEAR 2000?

If you wish to submit proposals to be included in the proxy statement for
our anticipated January 2000 Annual Meeting, we must receive them on or
before Thursday, August 26, 1999. Please address your proposals to Philip
A. Hewes, Secretary, Comdisco, Inc., 6111 North River Road, Rosemont,
Illinois 60018.

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HOW CAN A STOCKHOLDER NOMINATE SOMEONE TO BE A DIRECTOR OF COMDISCO OR
BRING ANY OTHER BUSINESS BEFORE THE 2000 ANNUAL STOCKHOLDERS' MEETING?

Under our By-laws, if you wish to nominate directors or bring other
business before the stockholders at the 2000 Annual Meeting, you can do so
by complying with the following requirements:

. You must notify the Secretary, Philip A. Hewes, in writing no later
than August 26, 1999 but no earlier than July 27, 1999.

. If the date of the 2000 Annual Meeting is changed by more than 30
days from January 26, 2000, we will notify you and give you a
reasonable amount of time (as determined by the Board of Directors)
to present such nominations or proposals.

. Your notice must contain the specific information required in our
corporate By-laws. If you would like a copy of our By-laws, we will
send you one without charge. Please write to Philip A. Hewes,
Secretary, Comdisco, Inc., 6111 North River Road, Rosemont, Illinois
60018.

Please note that these requirements relate only to matters you wish to
bring before your fellow stockholders at an annual meeting. They are
separate from the Securities Exchange Commission's ("SEC") requirements to
have your proposal included in our proxy statement.

COST OF PROXY SOLICITATION

WHAT ARE THE COSTS OF SOLICITING THESE PROXIES AND WHO PAYS THEM?

. We will pay all the costs of soliciting these proxies, which includes
reimbursing banks, brokers and other institutions, nominees and
fiduciaries for expenses.

. Additionally, we have retained ChaseMellon Shareholder Services to
assist us in the distribution and solicitation of proxies for an
approximate fee of $5,500 and Proxy Services Corporation to assist us
with telephone proxy solicitation for an approximate fee of $750,
plus out-of-pocket expenses.

STOCKHOLDER COMMUNICATION

HOW CAN I GET MORE INFORMATION ON COMDISCO'S LATEST EARNINGS, FORM 10-K,
FORM 10-Q OR THE ANNUAL REPORT?

. You can contact Comdisco Investor Relations at 847/518-5853.

. You can e-mail Comdisco Investor Relations at ixscalis@comdisco.com.

. You can visit Comdisco's website at www.comdisco.com.

. You can write to Comdisco at 6111 North River Road, Rosemont,
Illinois 60018, Attention: Investor Relations.

COMDISCO STOCK SPLIT

IS THE STOCK SPLIT IN 1998 REFLECTED IN THIS PROXY STATEMENT?

The number of shares reported throughout this proxy statement reflects the
2 for 1 stock split of Comdisco common stock authorized by the Board of
Directors on April 21, 1998 and distributed to stockholders of record on
June 15, 1998.

DEF 14A 8th Page of 25 TOC 1st Previous Next Bottom Just 8th

INFORMATION ABOUT COMDISCO COMMON STOCK OWNERSHIP

COMDISCO COMMON STOCK OWNED BY COMDISCO DIRECTORS AND EXECUTIVE OFFICERS

This table shows the number of shares of Comdisco common stock beneficially
owned by the directors, Named Executive Officers (Named Executive Officers are
defined in the section entitled "Comdisco Executive Officer Compensation and
Benefits"), and all directors and executive officers as a group, as of
December 15, 1998.

· Download Table

SHARES OWNED PERCENT
BENEFICIALLY ON OF
NAME DECEMBER 15, 1998 CLASS
--------------------------------------------------------------------------

Jack Slevin.................................. 2,153,295 (a,b) 1.4%
Nicholas K. Pontikes......................... 37,172,987 (b,c) 24%
Alan J. Andreini............................. 488,915 (a,b) (d)
Robert A. Bardagy............................ 585,730 (b) (d)
C. Keith Hartley............................. 166,524 (a,b) (d)
Philip A. Hewes.............................. 374,975 (a,b) (d)
Rick Kash.................................... 207,024 (b) (d)
John C. Kenning.............................. 353,870 (b) (d)
Harry M. Jansen Kraemer, Jr.................. 12,572 (b) (d)
Carolyn L. Murphy............................ 33,172 (b) (d)
Thomas H. Patrick............................ 206,296 (a,b) (d)
William N. Pontikes.......................... 2,702,357 (a,b) 1.8%
John J. Vosicky.............................. 877,770 (a,b) (d)
All directors and executive officers as a
group,
including six executive officers not named
above*....................................... 45,932,629 (a,b,c) 30%

* See sections entitled "INFORMATION ABOUT THE BOARD OF DIRECTORS" and
"INFORMATION ABOUT EXECUTIVE OFFICERS".

(a) Includes shares held by or for the benefit of the immediate families of
the above individuals and for which the named stockholders disclaim any
beneficial interest, as follows: Mr. Slevin, 174,500 shares; Mr. Andreini,
1,910 shares; Mr. W. Pontikes, 841,732 shares; Mr. Vosicky, 12,600 shares;
and directors and executive officers as a group, 1,030,742 shares.

Also includes other shares held by or for the benefit of the immediate
families of the above individuals, over which such individuals hold no
voting or dispositive powers and for which the named stockholders disclaim
any beneficial interest, as follows: Mr. Slevin, 192,000 shares; Mr.
Hartley, 470 shares; Mr. Hewes, 6,386 shares; Mr. Patrick, 15,928 shares;
Mr. W. Pontikes, 149,484 shares; Mr. Vosicky, 12,252 shares; and directors
and executive officers as a group, 376,520 shares.

(b) Includes shares obtainable upon exercise of stock options which are or
become exercisable prior to February 13, 1999 as follows: Mr. Slevin,
1,265,643 shares; Mr. N. Pontikes, 395,768 shares; Mr. Andreini, 471,894
shares; Mr. Bardagy, 224,536 shares; Mr. Hartley, 93,346 shares; Mr.
Hewes, 161,780 shares; Mr. Kash, 111,796 shares; Mr. Kenning 209,591
shares; Mr. Patrick, 111,796 shares; Mr. W. Pontikes, 139,835 shares; Mr.
Vosicky, 349,745 shares; and directors and executive officers as a group,
4,749,508 shares. The percentages set forth in the above table give effect
to the exercise of these options.

(c) Includes shares over which Mr. N. Pontikes exercises sole or shared
voting and dispositive powers. Mr. N. Pontikes disclaims any beneficial
interest in all of the shares with the exception of a percentage of the
shares owned by Ponfam Corporation and Ponchil Limited Partnership equal
to his proportionate ownership

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interest in those entities. Except as hereafter otherwise noted, Mr. N.
Pontikes exercises shared voting and dispositive powers over all the shares
and the shares are held as follows: Pontikes Trust, 18,630,152 shares;
Pontikes Nonexempt Marital Trust, 5,909,928 shares; Pontikes Exempt Marital
Trust, 268,154 shares; Ponchil Limited Partnership, 9,818,506 shares;
Ponfam Corporation, 288,062 shares; Pontikes Family Foundation, 165,120
shares; Nicholas K. Pontikes SIP Trust, 600,000 shares (sole voting and
sole dispositive powers); Tenancy-For-Years and 3 family trusts as
Remanindermen, 852,000 shares (sole voting and shared dispositive powers);
and various family trusts, 82,712 shares (sole voting and sole dispositive
powers).

(d) Percentage of shares beneficially owned does not exceed one percent (1%)
of the class outstanding.

STOCKHOLDERS WHO OWN AT LEAST 5% OF COMDISCO COMMON STOCK

This table shows as of December 15, 1998, all persons we know to be the
beneficial owners of more than 5% of Comdisco common stock.

· Download Table

NUMBER PERCENT
OF OF
NAME AND ADDRESS SHARES CLASS
------------------------------------------------------------------

Fidelity Management and Research Corporation
1 Federal Street, Boston, MA 02110-2003 19,070,000 13%
Pontikes Family Trusts*
6111 N. River Road, Rosemont, IL 60018 7,712,794 5%
Pontikes Trust*
6111 N. River Road, Rosemont, IL 60018 18,630,152 12%
Ponchil Limited Partnership*
6111 N. River Road, Rosemont, IL 60018 9,818,506 7%

* Mr. N. Pontikes may be deemed to be the beneficial owner of these
securities. See footnote (c) to the table in the section entitled
"INFORMATION ABOUT COMDISCO COMMON STOCK OWNERSHIP" sub-section entitled
"Comdisco Common Stock Owned by Comdisco Directors and Executive Officers."

DIRECTORS, EXECUTIVE OFFICERS AND GREATER-THAN-10% STOCKHOLDERS COMPLIANCE
WITH SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING IN FISCAL 1998

Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
certain officers and greater-than-10% stockholders to file reports of their
initial ownership of the Comdisco common stock and any changes in that
ownership with the SEC.

Based solely on our review of copies of the reports filed with the SEC and on
written representations of our directors and officers, we believe all persons
subject to Section 16(a) reporting filed the required reports on time in 1998.

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PROPOSALS RECOMMENDED BY THE BOARD

PROPOSAL 1: ELECT THREE DIRECTORS

Comdisco's Board of Directors is divided into three classes for purposes of
election. One class is elected at each annual meeting of stockholders to serve
for a three-year term. There are three Class I nominees for election this
year:

. Harry M. Jansen Kraemer Jr.
. Carolyn L. Murphy
. John J. Vosicky

Detailed information on each of these nominees and the other members of the
Board of Directors is provided in the section entitled "INFORMATION ABOUT THE
BOARD OF DIRECTORS".

We know of no reason why any nominee may be unable to serve as a director. If
any nominee is unable to serve, your proxy may vote for another nominee
proposed by the Board, or the Board may reduce the number of directors to be
elected. If any director resigns, dies or is otherwise unable to serve out his
or her term, or the Board increases the number of directors, the Board may
wait to fill the vacancy during the next annual meeting.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF ALL THREE
NOMINEES FOR DIRECTOR.

PROPOSAL 2: APPROVE SELECTION OF INDEPENDENT AUDITORS FOR 1999

We are asking you to approve the Board's selection of KPMG Peat Marwick LLP,
certified public accountants, as independent auditors for 1999. The Audit
Committee has recommended the selection of KPMG to the Board of Directors.
KPMG has served as the independent auditors of Comdisco since 1971.

A representative of KPMG will attend the Annual Meeting to answer your
questions and will have the opportunity to make a statement, if they choose to
do so.

We are submitting this proposal to you because the Board believes that such
action follows sound corporate practice. If you do not ratify the selection of
independent auditors, the Board will consider it a direction to consider
selecting other auditors for next year. However, even if you ratify the
selection, the Board may still appoint new independent auditors at any time
during the year if it believes that such a change would be in the best
interests of Comdisco and our stockholders.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE SELECTION OF KPMG
PEAT MARWICK LLP AS INDEPENDENT AUDITORS FOR 1999.

DEF 14A 11th Page of 25 TOC 1st Previous Next Bottom Just 11th

INFORMATION ABOUT THE BOARD OF DIRECTORS

DIRECTORS NOMINATED THIS YEAR FOR A THREE-YEAR TERM EXPIRING AT THE 2002
ANNUAL MEETING (Class I Directors)

HARRY M. JANSEN KRAEMER, JR. (Age 43--Director since 1997)

Mr. Kraemer has been President of Baxter International, Inc. ("Baxter") since
April, 1997 and Director of Baxter since November, 1995. Effective December
31, 1998, he will also become the Chief Executive Officer of Baxter. He was
Senior Vice President and Chief Financial Officer of Baxter from October, 1993
through March, 1997. Mr. Kraemer also serves as a Director of MedPartners,
Inc.

CAROLYN L. MURPHY (Age 53--Director since 1997)

Ms. Murphy was President of Commercial Operations for CNA Insurance Companies
from May, 1995 through March, 1998, and was Senior Vice President, Field
Operations from January, 1984 to May, 1995. After 20 years of various
executive positions, she retired from CNA, effective March 20, 1998.

JOHN J. VOSICKY (Age 50--Director since 1986)

Executive Vice President and Chief Financial Officer

Mr. Vosicky has been Executive Vice President of Comdisco since July, 1994 and
Chief Financial Officer since November, 1984. He was Senior Vice President of
Comdisco from November, 1985 to July, 1994.

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2000 ANNUAL MEETING (Class II
Directors)

C. KEITH HARTLEY (Age 56--Director since 1978)

Mr. Hartley has been Managing Partner of Forum Capital Markets L.L.C. since
August, 1995. Effective January 1, 1998, Forum Capital Markets L.P. converted
from a limited partnership into a limited liability corporation. Mr. Hartley
was an independent financial consultant from May, 1991 to August, 1995. Mr.
Hartley also serves as a Director of Swisher International Group, Inc. and
U.S. Diagnostics, Inc.

RICK KASH (Age 56--Director since 1987)

Mr. Kash has been President and Managing Partner of The Cambridge Group,
management consultants, since 1975. Mr. Kash also serves as a Director of U.S.
Auto Glass.

WILLIAM N. PONTIKES (Age 57--Director since 1977)

Executive Vice President

Mr. Pontikes has been Executive Vice President of Comdisco since July, 1989.
Mr. Pontikes is the uncle of Nicholas K. Pontikes.

JACK SLEVIN (Age 62--Director since 1979)

Chairman of the Board and Chief Executive Officer

Mr. Slevin has been Chairman of the Board since January, 1996 and has been
Chief Executive Officer of Comdisco since July, 1994. He was President from
July, 1994 to November, 1998, Interim Chief Operating Officer from December,
1993 to July, 1994 and Executive Vice President from April, 1992 to July,
1994.

DEF 14A 12th Page of 25 TOC 1st Previous Next Bottom Just 12th

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2001 ANNUAL MEETING (Class III
Directors)

ALAN J. ANDREINI (Age 52--Director since 1992)

Mr. Andreini has been Chief Executive Officer of InterWorld Corporation since
May, 1998 and President and Director since May, 1997. He was Chief Operating
Officer of InterWorld from May, 1997 through May, 1998. Mr. Andreini was
Executive Vice President of Comdisco from July, 1994 through April, 1997 and
Senior Vice President of Comdisco from July, 1986 to July, 1994. He resigned
as Executive Vice President of Comdisco effective May 1, 1997. Mr. Andreini
also serves as a Director of Heartland Technology, Inc. and Youth Services
International, Inc.

ROBERT A. BARDAGY (Age 59--Director since 1983)

Mr. Bardagy was Executive Vice President of Comdisco from July, 1986 through
April, 1996. He retired from his position as Executive Vice President
effective April 30, 1996.

PHILIP A. HEWES (Age 46--Director since 1992)

Senior Vice President and Secretary

Mr. Hewes has been Senior Vice President of Comdisco since January, 1992 and
Secretary of Comdisco since October, 1991.

THOMAS H. PATRICK (Age 55--Director since 1971)

Mr. Patrick has been Executive Vice President of Merrill Lynch & Co. since
June, 1989, and has been both the Chairman of Special Advisory Services and a
Member of the Office of the Chairman of Merrill Lynch & Co. since May, 1993.
Mr. Patrick also serves as a Director of Baldwin & Lyons, Inc.

NICHOLAS K. PONTIKES (Age 34--Director since 1993)

President and Chief Operating Officer

Mr. Pontikes has been President of Comdisco since November, 1998 and Chief
Operating Officer since November, 1997. He was Executive Vice President of
Comdisco from July, 1994 through November, 1997, Senior Vice President from
January, 1994 to July, 1994 and Vice President from September, 1993 to
January, 1994. He was Vice President and then President of the Business
Continuity Services Division of Comdisco from September, 1993 to July, 1994.
Mr. Pontikes is the nephew of William N. Pontikes. Mr. Pontikes also serves as
a Director of E. Morris Communications, Inc., a private Illinois corporation.

BOARD MEETINGS IN FISCAL 1998

During the last fiscal year, the Board of Directors held four meetings. All
incumbent directors, including those standing for re-election, attended at
least seventy-five percent of the meetings of the Board of Directors and of
the committees on which they served.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has four standing committees:

THE EXECUTIVE COMMITTEE

. Purpose: Acts on behalf of the Board of Directors in connection with the
regular conduct of Comdisco's business.

. Members: Messrs. Slevin , Hewes, N. Pontikes, W. Pontikes and Vosicky.

. Meetings: The Executive Committee acted 21 times in fiscal 1998 by
unanimous consent without a meeting.

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THE AUDIT COMMITTEE

. Purpose: Establishes and maintains communications with Comdisco's
internal and independent accountants, reviews the methods used and audits
made by the auditors in connection with Comdisco's published financial
statements, and reviews with the auditors Comdisco's financial and
operating controls.

. Members: Messrs. Hartley, Kash, Kraemer, Ms. Murphy and Mr. Patrick.

. Meetings: The Audit Committee met once during the last fiscal year.

THE STOCK OPTION COMMITTEE

. Purpose: Determines the options awarded to the executive officers and
makes recommendations to the Board of Directors as to all other officers
and employees with regard to the granting of stock options and the
administration of stock option plans.

. Members: Messrs. Hartley and Kash, each of whom is a "non-employee
director" as defined in the Securities Exchange Act of 1934 and "outside
director" as defined in the U.S. Internal Revenue Code of 1986, as
amended.

. Meetings: The Stock Option Committee has the practice of taking formal
actions by unanimous consent without a meeting.

THE COMPENSATION COMMITTEE

. Purpose: Determines the compensation arrangements of executive officers
(including the compensation arrangements for Comdisco's Chairman of the
Board and Chief Executive Officer, Mr. Slevin), and evaluates the
compensation arrangements for all other officers and employees.

. Members: Messrs. Hartley, Kash, Kraemer and Ms. Murphy, each of whom is a
"non-employee director" as defined in the Securities Exchange Act of 1934
and "outside director" as defined in the U.S. Internal Revenue Code of
1986, as amended.

. Meetings: The Compensation Committee met three times (once which was by
telephone) during the last fiscal year.

HOW WE COMPENSATE OUR DIRECTORS

Employee directors receive no additional compensation for serving on the Board
or any of its Committees. Non-employee directors are paid a quarterly retainer
of $6,000, a Board meeting fee of $2,000 plus expenses, and a Committee
meeting fee of $2,000 plus expenses if the Committee meeting is not held on
the same day as a Board meeting. Directors are reimbursed for customary and
usual travel expenses.

Non-employee directors may elect, in advance, to defer all or part of their
cash compensation for a year in the form of either a restricted stock award or
a stock option. Restricted stock awards are issued under the Comdisco, Inc.
Long-Term Stock Ownership Incentive Plan with the number of shares of
restricted stock received equal to one-and-a-half times the amount being
deferred divided by the closing price of the Comdisco common stock on the
first trading day of the next fiscal year. Stock options are issued under the
Comdisco, Inc. Outside Director Deferred Fee Option Plan with the number of
shares subject to stock options equal to one-and-a half times the amount being
deferred divided by the closing price of the Comdisco common stock on the last
trading day of the fiscal year minus $1.00. Such options have a ten year term,
vest after six months, and have an exercise price of $1.00. On October 1,
1997, Messrs. Hartley, Kash, Kraemer, Ms. Murphy, and Mr. Patrick each
received options to purchase 1,561 shares at $1.00 per share (or 3,122 shares
at $.50, post split) under the Outside Director Deferred Fee Option Plan.

In addition, on October 1, 1998 and pursuant to Comdisco's Non-Employee
Directors' Stock Option Plan, each non-employee director was granted an option
to acquire 9,450 shares of Comdisco common stock at $14.5625 (the closing
price on the date of grant). These options have a ten year term and vest on
April 1, 1999.

DEF 14A 14th Page of 25 TOC 1st Previous Next Bottom Just 14th

INFORMATION ABOUT EXECUTIVE OFFICERS

The current executive officers of Comdisco include Messrs. Slevin, N.
Pontikes, Hewes, W. Pontikes, and Vosicky (information about each of whom is
provided in the section entitled "INFORMATION ABOUT THE BOARD OF DIRECTORS")
as well as Ms. Geisler and Messrs. Flohr, Herman, Keenan, Kenning, Keohane and
Sabatello.

. Thomas Flohr, age 38, has been Senior Vice President of Comdisco since
April, 1995. Mr. Flohr has been President of Comdisco Europe since 1995
and was Managing Director of Comdisco Europe from 1992 through 1994.

. Rosemary P. Geisler, age 51, has been Senior Vice President of Comdisco
since July, 1989 and President of Comdisco's Financial Management
Division since July, 1997. Ms. Geisler was President of Comdisco's
Distributed Systems Division from April, 1996 to July, 1997 and was
Executive Vice President of Comdisco's Leasing Division from July, 1989
to April, 1996.

. Michael F. Herman, age 43, has been Senior Vice President of Comdisco
since January, 1996, President of Comdisco's Diversified Technology Group
since its inception in 1996 and President of Comdisco Electronics Group
since October, 1993. Mr. Herman was Vice President of Comdisco from July
1994 to January 1996.

. David J. Keenan, age 50, has been Senior Vice President of Comdisco since
January, 1997 and Controller of Comdisco since July, 1979. Mr. Keenan was
Vice President from January, 1985 to January, 1997.

. John C. Kenning, age 37, has been Executive Vice President of Comdisco
since January, 1998 and National Sales Manager since April, 1995. Mr.
Kenning was Senior Vice President of Comdisco from April, 1995 to
January, 1998 and was Regional Marketing Manager of Comdisco from
October, 1986 to April, 1995.

. Jeffrey P. Keohane, age 36, has been Senior Vice President of Comdisco
since January, 1997 and President of Comdisco's Technology Services
Division (formerly known as Integrated Technology Services Division)
since June, 1997. Mr. Keohane was President of Comdisco's Large Systems
Division from November, 1995 to June, 1997 and Product Specialist from
February, 1994 to November, 1995.

. Gregory D. Sabatello, age 38, has been Senior Vice President since
November, 1998 and Chief Information Officer since October, 1997. Mr.
Sabatello was Vice President of Comdisco from July, 1994 to November,
1998 and Comdisco's Business Systems Manager from October, 1993 to July,
1994.

These individuals have been designated as reporting executive officers
subject to Section 16 of the Securities Exchange Act of 1934.

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COMPENSATION COMMITTEE REPORT

ROLE OF THE COMMITTEE

In 1993, the Board of Directors defined the scope of authority that would be
delegated to the non-employee Directors who serve as members of the
Compensation Committee. Overall direction was given to this Committee to
review and approve Comdisco's compensation policies to ensure that executive
officers are rewarded appropriately for their contributions to Comdisco's
growth and profitability and to ensure that compensation policies support
Comdisco's business objectives, organization structure, culture and
stockholder interests. Specific direction was given to determine the
compensation of the Chief Executive Officer and to review and approve the
compensation of the executive officers of Comdisco.

CONSISTENT COMPENSATION STRATEGY

Since its inception, the Compensation Committee has continued to evaluate
Comdisco's compensation plans in accordance with the Committee's objectives of
linking compensation to profit measures and increasing stockholder value. The
senior management team continues to be compensated as originally suggested by
outside compensation consultants in 1994. The total compensation for the Chief
Executive Officer and certain executive officers is comprised of the following
components: (i) base salary, (ii) annual incentive (cash and stock options)
based on Comdisco's pre-tax earnings objectives and (iii) long term
performance units based on total shareholder return objectives. Each of these
components constituted approximately one-third of the executive's total
compensation. Therefore, approximately two-thirds of the executive's
compensation is subject to both Comdisco's performance and stockholder
returns.

A significant portion of the senior management team's compensation is directly
dependent upon Comdisco achieving a total shareholder return which exceeds the
60th percentile of the S&P 500 (the "Performance Objectives"). The Committee
has been extremely pleased with the fact that Comdisco has exceeded the
Performance Objectives by placing above the targeted percentile in total
shareholder return for each of the three-year performance periods commencing
with the initiation of the performance unit plan in 1993. This is a clear
reflection that senior management has been able to consistently manage
Comdisco in a manner that directly correlates with stockholder interests.

CHIEF EXECUTIVE OFFICER COMPENSATION

1998 FISCAL YEAR. Jack Slevin's employment agreement for fiscal 1998 reflects
the Committee's strategy of placing a majority of the compensation at risk
subject to the attainment of pre-tax earnings goals and longer-term total
shareholder return goals. Comdisco had an employment agreement with Mr. Slevin
which provided for a base salary of $600,000 for fiscal 1998. Annual cash
incentive compensation for Mr. Slevin was equal to 1% of Comdisco's 1998
fiscal year pre-tax earnings between $190 million and $230 million and 2% of
pre-tax earnings in excess of $230 million. The amount of annual cash
incentive payments can be found in the Summary Compensation Table in the
section entitled "Comdisco Executive Officers Compensation and Benefits". Mr.
Slevin also earned an annual stock option award based upon the attainment of
pre-tax earnings objectives for fiscal 1998. Pursuant to this award, Mr.
Slevin received 59,170 option shares at $13.625 (the closing price of
Comdisco's common stock on September 30, 1998). For the long term perspective,
Mr. Slevin was granted 366 Performance Units under the Comdisco, Inc. 1995
Long-Term Stock Ownership Incentive Plan. The performance period and
performance objectives are identified in the Long-Term Incentive Plan ("LTIP")
Awards sub-section in the section entitled "Comdisco Executive Officer
Compensation and Benefits". To further align Mr. Slevin's interests with those
of Comdisco's stockholders, the Committee offered Mr. Slevin the right to
forego cash compensation in exchange for stock options. Under this "Cash-to-
Option Alternative", Mr. Slevin elected to forego $150,000 in cash
compensation. In return, Mr. Slevin received a stock option to acquire 55,050
shares at the closing price of Comdisco's common stock on the date such
election was made ($15.88).

1999 FISCAL YEAR. Mr. Slevin's base salary remained constant for fiscal 1999.
The Committee increased the pre-tax earnings targets for 1999 such that Mr.
Slevin's annual cash incentive compensation will be equal to 1% of

DEF 14A 16th Page of 25 TOC 1st Previous Next Bottom Just 16th

Comdisco's 1999 fiscal year pre-tax earnings between $225 million and $265
million and 2% of pre-tax earnings between $265 million and $275 million. Mr.
Slevin will also earn an annual stock option award of 59,165 options if
Comdisco attains certain pre-tax earnings objectives for fiscal 1999. The
exercise price of these options, if earned, will be at the closing price of
Comdisco's stock on September 30, 1999. For the long term perspective, Mr.
Slevin was granted 366 Performance Units under the Comdisco, Inc. 1995 Long-
Term Stock Ownership Incentive Plan. The performance period and performance
objectives are identified in the Long-Term Incentive Plan ("LTIP") Awards sub-
section in the section entitled "Comdisco Executive Officer Compensation and
Benefits". The Committee again offered Mr. Slevin the right to forego cash
compensation to be earned in 1999 in exchange for stock options. Under this
"Cash-to-Option Alternative", Mr. Slevin elected to forego $150,000 in cash
compensation. In return, Mr. Slevin received a stock option to acquire 60,000
shares at the closing price of Comdisco's common stock on the date such
election was made ($14.56).

1998 EXECUTIVE OFFICER COMPENSATION

During fiscal 1998, Comdisco entered into incentive compensation agreements
with certain of its executive officers. The agreements included the following
elements which are similar to the components discussed above for Mr. Slevin:
(i) base salary, (ii) annual incentive (cash and stock options) based on
Comdisco's pre-tax earnings objectives and (iii) long term performance units
based on total shareholder return objectives. These executive officers also
participated in the "Cash-to-Option Alternative" under which they had the
right to forego cash compensation in exchange for stock options.

This report has been provided by Harry M. Jansen Kraemer, Jr., C. Keith
Hartley, Rick Kash, and Carolyn Murphy, the members of the Compensation
Committee.

Compensation Committee Interlocks and Insider Participation: There are none.

DEF 14A 17th Page of 25 TOC 1st Previous Next Bottom Just 17th

COMDISCO EXECUTIVE OFFICER COMPENSATION AND BENEFITS

SUMMARY COMPENSATION TABLE

The following table shows the compensation paid to (i) Jack Slevin, Chairman
and Chief Executive Officer during fiscal 1998 and (ii) the four other most
highly compensated executive officers of Comdisco serving on September 30,
1998. The persons named in this table and in this section are referred to as
the "Named Executive Officers".

· Enlarge/Download Table

ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------------------------
AWARDS PAYOUTS
-----------------------------------
SECURITIES
UNDERLYING LONG-TERM
NAME AND OPTIONS INCENTIVE ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS (SHARES) PAYOUTS COMPENSATION*
--------------------------------------------------------------------------------

Jack Slevin 1998 $550,000 $475,000 306,220 $764,350 $6,909
Chairman and CEO 1997 550,000 440,000 58,850 831,000 14,111
1996 500,000 580,000 981,504 420,000 9,425
Nicholas K. Pontikes 1998 325,000 325,000 687,210 349,350 6,909
President and 1997 277,917 278,200 26,700 478,000 14,111
Chief Operating Officer 1996 230,000 230,000 133,602 201,000 9,425
John C. Kenning** 1998 267,000 267,000 195,020 -0- 6,909
Executive Vice President 1997 268,808 286,200 24,970 -0- 14,111
William N. Pontikes 1998 230,000 230,000 240,710 339,350 6,909
Executive Vice President 1997 220,000 268,200 26,700 473,000 14,111
1996 220,000 220,000 152,310 300,000 9,425
John J. Vosicky 1998 240,000 215,000 101,700 359,350 6,909
Executive Vice President 1997 240,000 218,200 26,700 483,000 14,111
& Chief Financial
Officer 1996 240,000 200,000 84,888 225,000 9,425

* Amounts of "All Other Compensation" are amounts contributed by Comdisco
under the Comdisco Retirement Plan Trust Agreement, effective April 1, 1998
(formerly known as the Comdisco Profit Sharing Plan and Trust) and the
Employee Stock Ownership Plan.

** Mr. Kenning became an Executive Officer of Comdisco in fiscal 1997.

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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.

· Enlarge/Download Table

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
-----------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) FISCAL 1998 ($/SH) DATE 0% 5% 10%
-----------------------------------------------------------------------------------------------

Jack Slevin 55,050* .64 $15.88 10/1/07 $-0- $ 549,776 $1,393,240
192,000 2.00 17.25 02/01/08 -0- 2,082,899 5,278,475
59,170 .68 13.625 09/30/08 -0- 507,009 1,284,861
Nicholas K. Pontikes 55,050* .64 15.88 10/01/07 -0- 549,776 1,393,240
600,000 7.00 17.25 02/01/08 -0- 6,509,059 16,495,234
32,160 .37 13.625 09/30/08 -0- 275,569 698,346
John C. Kenning 36,330* .42 15.88 10/01/07 -0- 362,822 919,462
132,000 1.00 17.25 02/01/08 -0- 1,431,993 3,628,952
26,690 .31 13.625 09/30/08 -0- 228,698 579,566
William N. Pontikes 22,020* .25 15.88 10/01/07 -0- 219,910 557,296
192,000 2.00 17.25 02/01/08 -0- 2,082,899 5,278,475
26,690 .31 13.625 09/30/08 -0- 228,698 579,566
John J. Vosicky 11,010* .13 15.88 10/01/07 -0- 109,955 278,648
64,000 .74 17.25 02/01/08 -0- 694,300 1,759,492
26,690 .31 13.625 09/30/08 -0- 228,698 579,566

* Reflects options issued in lieu of cash compensation pursuant to the "Cash-
to-Option Alternative" election referenced in the Compensation Committee
Report.

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.

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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END VALUE

The following table contains information with respect to the Named Executive
Officers concerning the exercise of options during fiscal 1998 and unexercised
options held as of the end of fiscal 1998.

· Enlarge/Download Table

TOTAL NUMBER OF SHARES TOTAL VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED, IN-THE-MONEY
OPTIONS HELD AT SEPTEMBER OPTIONS HELD AT SEPTEMBER
30, 1998 30, 1998*
-----------------------------------------------------------------------------

NUMBER OF
SHARES
ACQUIRED ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------------------------------------------------------------------------------------------

Jack Slevin 547,946 $5,670,283 1,247,293 674,295 $8,502,071 $3,455,136
Nicholas K. Pontikes 600,000 -0- 264,918 300,018 1,711,500 1,648,730
John C. Kenning 182,788 684,722 126,968 260,760 659,317 1,220,969
William N. Pontikes 380,624 2,814,438 132,495 170,193 697,037 617,748
John J. Vosicky 127,478 1,019,459 346,075 106,831 2,818,419 300,874

* Based on the closing price of the Comdisco common stock, $13.625, on
September 30, 1998.

LONG TERM INCENTIVE PLAN ("LTIP") AWARDS

The following table provides information on the Performance Unit Awards granted
during the fiscal year ended September 30, 1998 under the Comdisco, Inc. 1995
Long-Term Stock Ownership Incentive Plan to the Named Executive Officers.

· Download Table

ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE-BASED
PLANS*
-------------------------------------------------------------------------------
PERFORMANCE OR
NUMBER OTHER PERIOD UNTIL
OF MATURATION OR
NAME UNITS PAYOUT THRESHOLD TARGET MAXIMUM
-------------------------------------------------------------------------------

Jack Slevin 366 September 30, 2000 $183,000 $366,000 $1,098,000
Nicholas K. Pontikes 167 September 30, 2000 83,500 167,000 501,000
John C. Kenning 155 September 30, 2000 77,500 155,000 465,000
William N. Pontikes 167 September 30, 2000 83,500 167,000 501,000
John J. Vosicky 167 September 30, 2000 83,500 167,000 501,000

* The target performance objective is that Comdisco's total shareholder
return, which is the sum of the stock price appreciation plus dividends
(reinvested), be ranked at or above the sixtieth percentile of the total
shareholder return of all companies in the S&P 500 for the period running
from October 1, 1996 through September 30, 1999. The threshold performance
objective is a fiftieth percentile ranking. If the actual ranking is less
than the fiftieth percentile, no compensation will be paid under these
awards.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Comdisco and its subsidiaries have transactions in the ordinary course of
business with other corporations of which certain Comdisco directors are
executive officers. Comdisco does not consider the amounts involved in such
transactions to be material in relation to its business and believes that such
amounts are not material in relation to the business of such other
corporations or the interests of the directors involved.

Mr. Kraemer is President and Director of Baxter International, Inc. In fiscal
1998, Comdisco received approximately $681,000 per quarter in rental payments
for computer related equipment leased to Baxter Healthcare Corporation, a
subsidiary of Baxter International, Inc.

Mr. Patrick is an Executive Vice President of Merrill Lynch & Co. In fiscal
1998, Merrill Lynch & Co. acted as one of Comdisco's agents in connection with
the sale of Comdisco's medium term notes and served as one of the underwriters
of Comdisco's debt offerings. Merrill Lynch & Co. also acted as a dealer in
the sale of Comdisco's domestic commercial paper. In addition, Merrill Lynch
Group Employee Services, a division of Merrill Lynch and Co., has agreed to
perform various services in connection with the implementation and ongoing
administration of Comdisco's U.S. and International Employee Stock Purchase
Plans.

Mr. Andreini is Director, President and Chief Executive Officer of InterWorld
Corporation. In January, 1998, Comdisco caused a $1,600,000 Letter of Credit
to be renewed on behalf of InterWorld for one year ending January, 1999. On
October 7, 1998, Comdisco entered into a Loan and Security Agreement with
InterWorld Corporation for an $11,000,000 line of credit. As of December 15,
1998, $4,000,000 was outstanding under the line of credit, which bears
interest at 10%. Comdisco also received approximately $125,000 per quarter in
rental payments in fiscal 1998 for computer related equipment leased to
InterWorld. Comdisco has also invested a total of $2,225,000 in InterWorld
preferred stock representing 3.1% of the outstanding equity in InterWorld, and
also holds warrants to purchase additional stock in InterWorld.

During fiscal 1998, Comdisco made a personal loan in an aggregate amount of
$2.1 million to Mr. Slevin. The loan was evidenced by an unsecured demand note
bearing interest at the LIBOR rate plus 125 basis points.

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COMDISCO STOCK PRICE PERFORMANCE GRAPH

The following performance graph compares the performance of Comdisco common
stock for the last five fiscal years (October 1, 1993--September 30, 1998) to
that of the Standard & Poor's 500 Stock Index and the Standard & Poor's Midcap
400 Index over the same period. The S&P Midcap 400 Index, which includes
Comdisco, represents a comparison to companies with similar market
capitalizations of $200 million to $5 billion. Comdisco's most similar peers
are divisions or subsidiaries of large publicly-held companies. At this time,
Comdisco feels that the most appropriate comparison is to publicly-held
companies with similar market capitalizations.

[CHART APPEARS HERE]

· Download Table

Cumulative Total Return
----------------------------------------------
9/93 9/94 9/95 9/96 9/97 9/98

COMDISCO, INC. 100.00 124.14 180.46 265.90 455.31 381.83
S & P 500 100.00 103.69 134.53 161.89 227.37 247.93
S & P MIDCAP 400 100.00 101.60 127.78 145.67 202.63 182.40

(1) Assumes you invested $100 in Comdisco common stock and each of the indexes
on September 30, 1993, and that all dividends were reinvested.

In accordance with SEC rules, the information included under captions
"Compensation Committee Report" and "Comdisco Stock Price Performance Graph"
will not be deemed to be filed or to be proxy soliciting material or
incorporated by reference in any prior or future filings by Comdisco under the
Securities Act of 1933 or the Securities Exchange Act of 1934.

DEF 14A 22nd Page of 25 TOC 1st Previous Next Bottom Just 22nd

-------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2

Please mark
your votes as
indicated in
this example
[X]

For all
For Withhold Except
1. Election of directors--NOMINEES [_] [_] [_]
01 H. KRAEMER 02 C. MURPHY 03 J. VOSICKY

-------------------------------------------------
Except Nominee(s) written above
For Against Abstain
[_] [_] [_]
2. The ratification of KPMG Peat Marwick LLP
as Auditors

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment(s)
thereof.

DATE
------------------------------------------

----------------------------------------------
Signature

----------------------------------------------
Signature, if Jointly Held

IF ACTING AS ATTORNEY, EXECUTOR, TRUSTEE OR IN
OTHER REPRESENTATIVE CAPACITY, PLEASE SIGN NAME AND
TITLE

*** IF YOU WISH TO VOTE BY TELEPHONE, PLEASE READ THE INSTRUCTIONS BELOW ***

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VOTE BY TELEPHONE

QUICK *** EASY *** IMMEDIATE

Your telephone vote authorizes the named proxies to vote your shares in the
same manner as if you marked, signed and returned your proxy card.

. You will be asked to enter a Control Number which is located in the box in
the lower right hand corner of this form.

OPTION #1: To vote as the Board of Directors recommends on ALL proposals:
Press 1.

YOUR VOTE WILL BE CONFIRMED AND CAST AS YOU DIRECTED. END OF CALL.

OPTION #2: If you choose to vote on each proposal separately, press 0.
You will hear these instructions:

Proposal 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL nominees,
press 9.

To withhold FOR AN INDIVIDUAL nominee, press 0 and listen to the
instructions.

Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.

YOUR VOTE WILL BE CONFIRMED AND CAST AS YOU DIRECTED. END OF CALL.

IF YOU VOTE BY TELEPHONE, THERE IS NO NEED FOR YOU TO MAIL BACK YOUR PROXY.
THANK YOU FOR VOTING.

CALL ** TOLL FREE ** ON A TOUCH TONE TELEPHONE

1-800-840-1208 - ANYTIME

There is NO CHARGE to you for this call.

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PROXY
[LOGO OF COMDISCO]

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS IN CONNECTION WITH THE
ANNUAL MEETING OF STOCKHOLDERS

3:00 P.M. (C.S.T.)

JANUARY 26, 1999

PLACE: Comdisco, Inc., at its offices
1st Floor, 6111 N. River Road
Rosemont, Illinois 60018

PROXY: JACK SLEVIN and PHILIP A. HEWES and each of them, are hereby appointed
by the undersigned as attorneys and proxies with full power of substitution,
to vote all the shares of Common Stock held of record by the undersigned on
December 15, 1998 at the Annual Meeting of Stockholders of Comdisco, Inc. or
at any adjournment(s) of the meeting, on each of the items on the reverse side
and in accordance with the directions given therein.

THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
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YOUR VOTE IS IMPORTANT!

YOU CAN VOTE IN ONE OF TWO WAYS:

1. Call TOLL FREE 1-800-840-1208 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.

2. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.

PLEASE VOTE

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	9/30/93	21
	10/1/93	21
	4/30/96	12
	10/1/96	19
	5/1/97	12		424B3, 8-K
	10/1/97	13
	1/1/98	11
	3/20/98	11
	4/1/98	17
	4/21/98	7
	6/15/98	7
	9/30/98	15	21	10-12B, 10-K, 10-K/A, 11-K, NT 11-K
	10/1/98	13
	10/7/98	20
	12/15/98	2	24
Filed On / Filed As Of	12/23/98
	12/24/98	2	4
	12/31/98	11		10-Q
For The Period Ended	1/26/99	2	24
	2/13/99	8
	4/1/99	13		10-12B, NT 11-K
	7/27/99	7
	8/26/99	6	7	8-K
	9/30/99	16	19	10-K, 10-K/A, 11-K
	1/26/0	7		PRES14A
	9/30/0	19		10-K

Top				List All Filings

Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)

Comdisco Inc · DEF 14A · For 1/26/99

Filed On 12/23/98 · SEC File 1-07725 · Accession Number 950131-98-6602

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents