8-K/A 1 kacquisition_r5.txt AMENDMENT OF FINANCIALS TO 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 15, 2001 COMDISCO, INC. (Debtor-In-Possession) DELAWARE 1-7725 36-2687938 6111 NORTH RIVER ROAD, ROSEMONT, ILLINOIS 60018 (847) 698-3000 -1- This Amendment No. 1 to Current Report on Form 8-K is being filed to include the pro forma financial information required by Item 7(b) of Form 8-K and omitted from the Current Report on Form 8-K filed on December 3, 2001. Item 7. Financial Statements and Exhibits. (b) Pro Forma Financial Information COMDISCO, INC. UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma financial information reflects adjustments to the historical consolidated balance sheet and statements of earnings (loss) of the Company to give effect to the sale of the Business described in the Current Report on Form 8-K filed on December 3, 2001. The unaudited pro forma consolidated statements of earnings (loss) for the year ended September 30, 2000 and for the nine-month period ended June 30, 2001 give pro forma effect to the sale and related pro forma accounting adjustments as if the sale had occurred on October 1, 1999, the beginning of the Company's fiscal year 2000, and on October 1, 2000, the beginning of the Company's fiscal year 2001, respectively. The unaudited pro forma consolidated balance sheet as of June 30, 2001 gives pro forma effect to the sale and related pro forma accounting adjustments as if the sale had occurred on June 30, 2001. The pro forma adjustments relating to the sale are described in the notes to the unaudited pro forma consolidated financial information. The following unaudited pro forma financial information has been prepared based upon available information that the Company believes is reasonable in the circumstances. In the opinion of the management of the Company, all adjustments necessary to a fair statement of the results for the unaudited nine-month interim periods have been made. This unaudited pro forma consolidated financial information should be read in conjunction with the consolidated financial statements and related footnotes included in the Company's Annual Report on Form 10-K for the year ended September 30, 2000, and the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001. The following unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been obtained had the sale actually occurred on the dates assumed, nor is it necessarily indicative of the future financial position or future operating results of the Company. The following unaudited pro forma financial information is attached as part of this report: Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended September 30, 2000. Unaudited Pro Forma Consolidated Statement of Operations for the Nine Months Ended June 30, 2001. Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2001 Notes to Unaudited Pro Forma Financial Information. COMDISCO, INC. Unaudited Pro Forma Consolidated Statement of Operations For The Year Ended September 30, 2000 (In Millions, Except per Share Data)

COMDISCO, INC. Unaudited Pro Forma Consolidated Statement of Operations For The Nine months Ended June 30, 2001 (In Millions, Except per Share Data)

COMDISCO, INC. Unaudited Pro Forma Consolidated Balance Sheet As of June 30, 2001 (In Millions)

COMDISCO, INC. Notes to Unaudited Pro Forma Financial Information (In Millions) For the purposes of this unaudited pro forma financial information, the assumed effective dates of the sale described in Item 2 are as follows: Unaudited Pro Forma Consolidated Statement of Operations For the Year Ended September 30, 2000 - October 1, 1999 Unaudited Pro Forma Consolidated Statement of Operations For the Nine Months Ended June 30, 2001 - October 1, 2000 Unaudited Pro Forma Consolidated Balance Sheet - June 30, 2001 Statement of Operations - (a) To eliminate $479 million of revenue and $402 million of expense due to the Availability Solutions business disposition described in Item 2. Adjustment also transfers to discontinued operations $31 million of revenue and $45 million of expense associated with the company's termination of the network consulting business which occurred during the second quarter of fiscal 2001. Adjustment also transfers $1 million of revenue and $3 million of expense associated with the company's continuity service operations in Spain and Germany, which are accounted for as discontinued operations due to their anticipated termination. (b) 36% effective income tax rate was used to account for the elimination of the operating results of the Availability Solutions business and the transfer of the network consulting business and continuity service operations of Spain and Germany to discontinued operations. (c) The results of operations of the Availability Solutions business were accounted for as a discontinued operation for the nine-month period ended June 30, 2001, to eliminate $357 million of revenue, $336 million of expense and the associated taxes using a 36% effective income tax rate due to the Availability Solutions business disposition described in Item 2. Balance Sheet - (a) To record proceeds from the disposition, of which $46 million is being held in escrow to satisfy certain post-closing indemnity obligations. (b) Represents liabilities incurred as a result of sale. (c) To record the elimination and reclassification of net assets from discontinued operations. (d) To accrue income tax payable on the estimated gain from disposition at the effective income tax rate of 36%. (e) To record the estimated gain on disposition, net of tax, which is subject to a final audit and post-closing adjustments. (f) Represents additional assets included in the business sold. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COMDISCO, INC. By: /s/ Ronald C. Mishler ------------------------------------ Name: Ronald C. Mishler Title: Chief Financial Officer Dated: December 18, 2001

COMDISCO INC 8-K/A