From the fool boards, good info, that I'm sure we all know. But in case we don't, here it is:
boards.fool.com
The following is the excerpts from the text of the Proxy being sent to all shareholders for the April 20,2000 meeting, and includes information on the tracking stock and additional capitalization of CDO. This is from Edgar and was filed on 3/20/00:
On behalf of your board of directors and your management, I cordially invite you to attend our special meeting of stockholders. It will be held on
Thursday, April 20, 2000, beginning at 10:00 a. m. (C.S.T.), at Comdisco'scorporate office located at 6111 North River Road, Rosemont, Illinois 60018.
At the special meeting you will be asked to consider and approve a proposal that we refer to in the enclosed proxy statement as our "tracking stock
proposal." Under the tracking stock proposal, we would amend and restate our current certificate of incorporation to:
. increase the number of our authorized shares of common stock,
. authorize Comdisco to issue our common stock in multiple series, and
. to initially designate two new series of common stock.
One new series of common stock, our Ventures Tracking Stock, is intended to track the performance of Comdisco Ventures, our venture financing business,
through which we have provided equity-linked financing products to venture-stage companies since 1987. Your existing common stock will be reclassified
into the other new series of common stock, our Comdisco Stock, that is intended to track our other businesses, including our technology services
businesses and our global equipment leasing businesses that we refer to as Comdisco Group. Also, as part of the tracking stock proposal you will be asked
to consider and approve the creation of a stock-based compensation plan for management of Comdisco Ventures and the amendment and restatement of some of
our stock compensation plans to allow us to issue any designated series of common stock under those plans.
The board of directors unanimously recommends that you adopt the tracking stock proposal. The board of directors adopted the tracking stock proposal
following its review of various alternatives to support our strategic objectives and to increase the overall return to stockholders. The board of
directors believes that the recent historical price performance of our existing common stock has failed to adequately reflect the value of the various businesses of Comdisco, including our venture financing business. The board of directors believes that the tracking stock proposal will, among other things:
. enable investors to review separate financial information about Comdisco Ventures and separately value Ventures Tracking Stock. This should encourage investors and analysts to focus more attention on Comdisco Ventures and its contribution to the value of Comdisco.
. enable us to issue Ventures Tracking Stock in one or more private or public financings, thus raising capital for Comdisco Group and/or Comdisco Ventures.
. provide us with greater flexibility in responding to strategic opportunities, such as acquisitions, by allowing us to issue either Comdisco Stock or Ventures Tracking Stock, as appropriate under the circumstances.
. enable us to attract, retain and motivate the senior management and employees of Comdisco Ventures through the issuance of stock-based compensation tied to Ventures Tracking Stock.
. preserve the financial, tax, strategic and operational benefits of being a single enterprise.
If you approve the tracking stock proposal, we currently plan to offer to the public for cash, shares of Ventures Tracking Stock representing approximately 15% of the initial equity value of Comdisco Ventures, subject to market and other conditions.
We expect that we will first issue Ventures Tracking Stock in our fiscal year 2000. Comdisco Group initially will hold the remaining equity value of
Comdisco Ventures that is not represented by issued Ventures Tracking Stock.
We currently intend to distribute Ventures Tracking Stock representing the remainder of Comdisco's retained interest in Comdisco Ventures to the holders of Comdisco Stock at some time in the future, although we will not be obligated to do so.
[omitted text]
6111 North River Road
Rosemont, Illinois 60018
Notice of Special Meeting of Stockholders To Be Held on Thursday, April 20,2000
We will hold a special meeting of stockholders of Comdisco, Inc., a Delaware corporation, at our corporate office at 6111 North River Road, Rosemont,
Illinois 60018 on Thursday, April 20, 2000, beginning at 10:00 a.m. (C.S.T.)in the first floor auditorium.
The special meeting will be held to consider and vote upon our proposal that would authorize Comdisco to:
(1)amend and restate Comdisco's certificate of incorporation to:
. designate two series of common stock of Comdisco, of which shares initially would be designated as "Comdisco, Inc.--Comdisco Stock," and "Comdisco, Inc.--Ventures Tracking Stock;"
. reclassify each outstanding share of the existing common stock of Comdisco as one share of Comdisco Stock;
. authorize the board of directors to create additional series of common stock other than Comdisco Stock and Ventures Tracking Stock;
and
. increase the number of shares of common stock authorized for issuance from 750,000,000 shares to 1,800,000,000 shares.
(2) establish the Comdisco Ventures Management Incentive Plan to allow us to issue Ventures Tracking Stock to the senior management of Comdisco Ventures.
(3) amend and restate the following stock based compensation plans to allow us in the future to issue Comdisco Stock, Ventures Tracking Stock and any other subsequently designated series of common stock under those plans:
. 1998 Long-Term Stock Ownership Incentive Plan;
. 1999 Non-Employee Directors Stock Option Plan; and
. U.S. Employee Stock Purchase Plan.
A complete copy ....[omitted text]
We refer to this proposal in this proxy statement as the "tracking stock proposal." We describe the proposal in more detail in the accompanying proxy
statement, which you should read in its entirety before voting.
Only stockholders of record at the close of business on March 27, 2000, are entitled to notice and to vote at the special meeting. For at least ten days
prior to the special meeting, a list of stockholders entitled to vote at the special meeting will be available for examination by any stockholder, for any
purpose germane to the special meeting, during ordinary business hours at Comdisco's corporate office.
Fool On.
OtterPater |
