content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
                           Date of Report : July 16, 2001
  
                                   COMDISCO, INC.
                               (Debtor-In-Possession)
           DELAWARE                   1-7725                     36-2687938
                   6111 NORTH RIVER ROAD, ROSEMONT, ILLINOIS 60018
                                   (847) 698-3000
  
  
  
  
  
  <PAGE>
  
  
  
  Item 3.           Bankruptcy or Receivership.
  
  On July 16, 2001,  Comdisco,  Inc. (the  "Company")  and 50 of its domestic U.S.
  subsidiaries (collectively,  the "Debtors") filed voluntary petitions for relief
  under Chapter 11 of the United States  Bankruptcy Code (the "Bankruptcy  Code"),
  in the United States Bankruptcy Court for the Northern District of Illinois (the
  "Bankruptcy  Court") (Case No.  01-24795).  The Company's  subsidiaries  located
  outside of the United States are not included in the petitions. The Debtors will
  continue  to  manage  their   properties   and  operate   their   businesses  as
  "debtors-in-possession"  under the  jurisdiction of the Bankruptcy  Court and in
  accordance  with the applicable  provisions of the Bankruptcy  Code. On July 16,
  2001,  the Company issued a press release  relating to the foregoing.  A copy of
  the press release is attached  hereto as Exhibit 99.1 and is incorporated in its
  entirety herein by reference.
  
  Item 5.           Other Events.
  
  The Company  reached a definitive  agreement,  dated as of July 15,  2001,  with
  Hewlett-Packard  Company ("HP") providing for the sale of  substantially  all of
  its Availability Solutions (Technology Services) business (the "Business") to HP
  for  $610  million.  The  sale  includes  the  purchase  of  assets  of the U.S.
  operations  and stock of the  subsidiaries  in the  United  Kingdom,  France and
  Canada.  The sale excludes the purchase of the stock of  subsidiaries in Germany
  and  Spain,  as well as  other  identified  assets  of the  Business.  The  sale
  agreement is subject to, among other things,  higher or otherwise better offers,
  Bankruptcy Court approval,  antitrust approval,  any other such approvals as may
  be required by law,  and other  customary  conditions.  Given these  conditions,
  there can be no assurance that the proposed transaction will be consummated.
  
  In addition,  the Company received binding commitments for a $600 million senior
  secured DIP financing  facility led by Citibank,  N.A. as Administrative  Agent,
  The Chase Manhattan Bank as Syndication  Agent,  and Heller  Financial,  Inc. as
  Documentation  Agent. The $600 million facility,  which remains subject to final
  Bankruptcy  Court approval,  was arranged by Salomon Smith Barney Inc. and J. P.
  Morgan  Securities Inc. $100 million of the new secured  financing  facility has
  been reserved specifically to support international operations.
  
  
  <PAGE>
  
  
  
  Item 7.  Financial Statements and Exhibits.
  
       (c) Exhibits
  
           Exhibit No.      Description
  
           99.1             Press Release of Comdisco, Inc., dated July 16, 2001.
  
  
  
  
  <PAGE>
  
  
                                     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/ Michael A. Fazio
                                              ---------------------------
                                              Name:    Michael A. Fazio
                                              Title:   Chief Financial Officer
  
  Dated:   July 27, 2001
  
  
  <PAGE>
  
  
  
                                    EXHIBIT INDEX
  
  
           Exhibit No.       Description
  
           99.1              Press Release of Comdisco, Inc., dated July 16, 2001.
  
  
  
  <PAGE>
  
  
  
                                         11
  
  EXHIBIT 99.1
  
  Comdisco's Technology Services Business To Be Acquired By Hewlett-Packard
  
  Comdisco  and  50  Domestic  U.S.  Subsidiaries  File  "Fast-Track"  Chapter  11
  Reorganization Cases and Target Emergence from Chapter 11 in Early 2002
  
  Salomon Smith Barney Inc. and J. P. Morgan  Securities Inc. Arrange $600 Million
  Secured DIP Financing Facility to Support Continued Operations
  
  Comdisco's International Subsidiaries Not Part of Chapter 11 Cases; $100 Million
  of New Secured  Facility  Reserved  for  International  Subsidiaries  To Support
  Operations in Ordinary Course of Business
  
  Company  Seeks First Day Orders to Support  Employees,  Customers  and  Vendors;
  Seeks  Court-Sanctioned  Auction Bidding Procedures for Leasing Business as Part
  of Strategic Alternatives Assessment
  
                       Further Cost Savings Measures Announced
  
  ROSEMONT,  IL, July 16, 2001 - Comdisco,  Inc. (NYSE: CDO) announced today that,
  as a result  of the  strategic  review  commenced  in  April,  it has  reached a
  definitive agreement with  Hewlett-Packard  Company to sell substantially all of
  its Availability  Solutions (Technology Services) business for $610 million. The
  sale includes the purchase of assets of Comdisco's U.S. operations and the stock
  of its subsidiaries in the United Kingdom,  France and Canada. The sale excludes
  the purchase of the stock of subsidiaries in Germany and Spain, as well as other
  identified assets,  including Network Services and IT CAP Solutions. In addition
  to the sale of its services  business,  Comdisco is  continuing  to pursue other
  strategic   alternatives  to  create  value  for  its  stakeholders,   including
  evaluating  the  possible  sale of  certain  of its  leasing  assets to  several
  interested buyers.
  
  Norm Blake,  Chairman and Chief  Executive  Officer,  said:  "As a result of our
  comprehensive  strategic review,  which we commenced upon my arrival four months
  ago, we decided  that the sale of our  technology  services  business was in the
  best interest of Comdisco and our  stakeholders.  We established  clear criteria
  for  selecting  the most  appropriate  buyer:  expertise  and  experience in the
  industry;  global presence;  a reputation for outstanding  customer  service;  a
  culture  that values  people and the  development  of their  employees;  and the
  resources  to  grow  this  business.  Hewlett-Packard  unambiguously  fits  this
  criteria."
  
  Ann  Livermore,  President,  HP Services,  said,  "Comdisco  has built a strong,
  profitable  business for delivering  availability  services including backup and
  contingency  planning  services  and  disaster  recovery  services.  Through its
  industry-leading solutions, talented employees and proven commitment to customer
  service, the Availability Solutions team has established deep relationships with
  a large and loyal customer base of more than 3,000  businesses in North America,
  Europe and Asia."
  
  Simultaneous  with  entering  into  the  Hewlett-Packard  transaction,  Comdisco
  announced that the parent company and 50 domestic U.S.  subsidiaries  have filed
  voluntary  petitions for relief under chapter 11 of the U.S.  Bankruptcy Code in
  the U.S.  Bankruptcy  Court for the Northern  District of Illinois.  This filing
  will allow the company to provide  for an orderly  sale of these  assets,  which
  will be subject to higher or otherwise better bids in a bankruptcy court auction
  process, while resolving short-term liquidity issues and enabling the company to
  reorganize  on a sound  financial  basis to support its ongoing  businesses.  To
  facilitate  the  company's  ongoing  evaluation of its leasing  businesses,  the
  company  said  that it had  filed a  motion  seeking  the  approval  of  bidding
  procedures  to conduct a sale  auction  process  for one or more of its  leasing
  business  units.  The company also  announced its  intention to  reorganize  its
  remaining businesses, including Comdisco Ventures group, on a "fast-track" basis
  and has targeted emergence from chapter 11 during early 2002.
  
  The previously announced discontinued operations of Prism Communication Services
  are  included  in the filing  and  represent  approximately  35 of the 51 debtor
  cases. The company said that Comdisco's operations located outside of the United
  States  are  not  included  in the  chapter  11  reorganization  cases,  and are
  continuing normal business operations.
  
  Comdisco also  announced  that it had received  binding  commitments  for a $600
  million  senior  secured  DIP  financing  facility  led  by  Citibank,  N.A.  as
  Administrative  Agent, The Chase Manhattan Bank as Syndication Agent, and Heller
  Financial, Inc. as Documentation Agent. The $600 million facility, which remains
  subject to bankruptcy court approval,  was arranged by Salomon Smith Barney Inc.
  and J. P. Morgan  Securities  Inc. The company said that $100 million of the new
  secured   financing   facility  has  been  reserved   specifically   to  support
  international  operations  and is expected  to be  available  this week  pending
  interim court approval.
  
  "We are  gratified by the vote of  confidence  from such  world-class  financial
  institutions  in  supporting  our  strategic  efforts and vision for  maximizing
  business  enterprise  value  for our  stakeholders.  This  vision  includes  the
  thorough  assessment  and  completion  of strategic  divestitures  and the quick
  reorganization of our remaining  business units in order to promptly emerge from
  chapter 11 early next year," said Mr. Blake.
  
  The  company  said  that it had  filed 30  first  day  motions  to  support  its
  employees,  customers and vendors;  to obtain  interim  financing  authority and
  maintain existing cash management  programs;  to retain legal,  financial,  real
  estate and other  professionals to support the company's  reorganization  cases;
  and for other  relief.  The  company  also said that the  parent  and all of its
  subsidiaries  will  conduct  normal  business  operations  and  continue to make
  customer  service a top priority during the  restructuring of its remaining core
  businesses and the transition process  surrounding  divested business units. The
  company will continue to be ready to support  Availability  Solutions' customers
  testing programs and recovery needs should they experience a disaster.
  
  During the  restructuring  process,  which will facilitate the completion of the
  Hewlett-Packard  transaction  and  the  completion  of the  company's  strategic
  assessment program,  Comdisco's employees will continue to be paid in the normal
  manner and their health benefits will not be disrupted.  Vendors,  suppliers and
  other  business  partners will be paid under normal terms for goods and services
  provided during this restructuring period. In accordance with applicable law and
  court  orders,  vendors  and  suppliers  who  provided  goods or services to the
  U.S.-based  companies before today's filing may have prepetition  claims,  which
  will be frozen pending court  authorization of payment or consummation of a plan
  of reorganization.
  
  In  addition,  as  part of its  ongoing  cost  reduction  program,  the  company
  announced  today a further  rationalization  of costs to enhance  the  company's
  competitive  position.  Accordingly,  Comdisco  will  reduce  its  workforce  by
  approximately  200  positions,  more than half of which will be at the corporate
  level. This reduction represents less than 10% of its North American workforce.
  
  Mr. Blake said, "We appreciate the continuing support of our customers,  lenders
  and suppliers and the  dedication  of our  employees.  Today's court filings are
  challenging.   However,  coupled  with  the  Hewlett-Packard   transaction,  our
  strategic assessment program and related  restructuring steps, they will, in the
  long  term,  serve  the  interests  of all of our  stakeholders,  including  our
  customers,  employees and creditors, by making our businesses healthier overall.
  The filing is the vehicle that enables us to accomplish these objectives."
  
  "We intend to proceed quickly with the sale of the technology  services business
  announced today.  Additionally,  we will continue to evaluate the possibility of
  selling a significant  portion of our leasing assets.  At the same time, we will
  operate  Comdisco's other  businesses to achieve their full potential.  I expect
  that Comdisco will end its financial  restructuring  process and exit chapter 11
  by the end of the first quarter of the 2002 calendar year," concluded Mr. Blake.
  
  The sale agreement is subject to, among other things, higher or otherwise better
  offers, Court approval,  antitrust approval,  any other such approvals as may be
  required by law, and other customary conditions.  Given these conditions,  there
  can be no assurance that the proposed transaction will be consummated.
  
  About Comdisco
  
  Comdisco  (www.comdisco.com)  provides technology services worldwide to help its
  customers maximize  technology  functionality,  predictability and availability,
  while  freeing  them from the  complexity  of  managing  their  technology.  The
  Rosemont,  (IL)  company  offers  a  complete  suite of  information  technology
  services  including  business  continuity,  managed web hosting,  storage and IT
  Control and Predictability Solutions SM. Comdisco offers leasing to key vertical
  industries,  including  semi-conductor  manufacturing  and electronic  assembly,
  healthcare, telecommunications, pharmaceutical, biotechnology and manufacturing.
  Through its Ventures  division,  Comdisco  provides  equipment leasing and other
  financing and services to venture capital backed companies.
  
  Safe Harbor:
  
  The foregoing  contains  forward-looking  statements  regarding  Comdisco.  They
  reflect the company's current views with respect to current events and financial
  performance,  are subject to many risks,  uncertainties  and factors relating to
  the company's  operations  and business  environment  which may cause the actual
  results  of the  company to be  materially  different  from any future  results,
  express or implied by such forward-looking  statements. The company intends that
  such forward-looking statements be subject to the Safe Harbor created by Section
  27(a)  of the  Securities  Act of 1933 and  Section  21E of the  Securities  and
  Exchange  Act  of  1934.  The  words  and  phrases  "expect,"   "estimate,"  and
  "anticipate"  and  similar  expressions  identify  forward-looking   statements.
  Certain factors that could cause actual results to differ  materially from these
  forward-looking  statements include, but are not limited to, the following:  the
  ability of the  Company  to  continue  as a going  concern;  the  ability of the
  Company to operate pursuant to the terms of the DIP Facility;  Court approval of
  the Company's  first day papers and other motions  prosecuted by it from time to
  time; the ability of the Company to develop,  prosecute,  confirm and consummate
  one or more plans of reorganization  with respect to the Chapter 11 Cases; risks
  associated  with third parties seeking and obtaining court approval to terminate
  or shorten the exclusivity  period for the Company to propose and confirm one or
  more plans of reorganization,  for the appointment of a Chapter 11 trustee or to
  convert the  Company's  cases to Chapter 7 cases;  the ability of the Company to
  reduce its  workforce  and  related  expenses  and to achieve  anticipated  cost
  savings; year end audit and other procedures which may affect the Company's 2001
  financial  results;  the  ability of the  Company to obtain  trade  credit,  and
  shipments  and terms with  vendors and  service  providers  for current  orders;
  potential  adverse  developments  with  respect to the  Company's  liquidity  or
  results of  operations;  the ability to fund and execute its business  plan; the
  ability of the Company to attract,  retain and  compensate  key  executives  and
  associates;  the  ability  of the  Company  to  attract  and  retain  customers;
  potential adverse publicity; and adjustments arising in the course of completing
  the  analysis  of  information  with  respect  to the  review  of the  company's
  businesses and evaluation of impairment  charges;  continuing  volatility in the
  equity  markets,  which can affect the  availability of credit and other funding
  sources to the high  technology  sector  companies  in the  Ventures  portfolio,
  resulting in the inability of those companies to satisfy their  obligations in a
  timely manner and an increase in bad debt  experience  beyond current  reserves;
  continued  consolidation in the  telecommunications  industry and curtailment of
  the growth plans of the remaining  companies in that sector,  which could result
  in fewer buyers and reduced  prices for available  Prism  assets,  and a further
  reduction  in the  proceeds  actually  received  from the  sale of those  assets
  compared to prior  estimates and an increase in the losses  associated  with the
  discontinued  operation.  Other risk factors are listed from time to time in the
  company's  SEC reports,  including,  but not limited to, the report on Form 10-Q
  for the quarter  ended  December 31, 2000.  Comdisco  disclaims any intention or
  obligation  to update or revise  any  forward-looking  statements  whether  as a
  result of new information, future events or otherwise.
  
  Frequently Asked Questions
  
  Contacts:
  For Comdisco Investors:
  (866) 757-7750
  
  For U.S. Media:
  Mary Moster
  (847) 518-5147
  
  Fred Spar or Jeremy Fielding
  Kekst and Company
  (212) 521-4800
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "ch11.txt", "secsgml_size_bytes": 17710}]
metadata_filer: {"company-data": {"conformed-name": "COMDISCO INC", "cik": "0000722487", "assigned-sic": "7377", "irs-number": "362687938", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-07725", "film-number": "1690953"}, "business-address": {"street1": "6111 N RIVER RD", "city": "ROSEMONT", "state": "IL", "zip": "60018", "phone": "8476983000"}, "mail-address": {"street1": "6111 NOTH RIVER ROAD", "city": "ROSEMONT", "state": "IL", "zip": "60018"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
                           Date of Report : July 16, 2001
  
                                   COMDISCO, INC.
                               (Debtor-In-Possession)
           DELAWARE                   1-7725                     36-2687938
                   6111 NORTH RIVER ROAD, ROSEMONT, ILLINOIS 60018
                                   (847) 698-3000
  Item 3.           Bankruptcy or Receivership.
  
  On July 16, 2001,  Comdisco,  Inc. (the  "Company")  and 50 of its domestic U.S.
  subsidiaries (collectively,  the "Debtors") filed voluntary petitions for relief
  under Chapter 11 of the United States  Bankruptcy Code (the "Bankruptcy  Code"),
  in the United States Bankruptcy Court for the Northern District of Illinois (the
  "Bankruptcy  Court") (Case No.  01-24795).  The Company's  subsidiaries  located
  outside of the United States are not included in the petitions. The Debtors will
  continue  to  manage  their   properties   and  operate   their   businesses  as
  "debtors-in-possession"  under the  jurisdiction of the Bankruptcy  Court and in
  accordance  with the applicable  provisions of the Bankruptcy  Code. On July 16,
  2001,  the Company issued a press release  relating to the foregoing.  A copy of
  the press release is attached  hereto as Exhibit 99.1 and is incorporated in its
  entirety herein by reference.
  
  Item 5.           Other Events.
  
  The Company  reached a definitive  agreement,  dated as of July 15,  2001,  with
  Hewlett-Packard  Company ("HP") providing for the sale of  substantially  all of
  its Availability Solutions (Technology Services) business (the "Business") to HP
  for  $610  million.  The  sale  includes  the  purchase  of  assets  of the U.S.
  operations  and stock of the  subsidiaries  in the  United  Kingdom,  France and
  Canada.  The sale excludes the purchase of the stock of  subsidiaries in Germany
  and  Spain,  as well as  other  identified  assets  of the  Business.  The  sale
  agreement is subject to, among other things,  higher or otherwise better offers,
  Bankruptcy Court approval,  antitrust approval,  any other such approvals as may
  be required by law,  and other  customary  conditions.  Given these  conditions,
  there can be no assurance that the proposed transaction will be consummated.
  
  In addition,  the Company received binding commitments for a $600 million senior
  secured DIP financing  facility led by Citibank,  N.A. as Administrative  Agent,
  The Chase Manhattan Bank as Syndication  Agent,  and Heller  Financial,  Inc. as
  Documentation  Agent. The $600 million facility,  which remains subject to final
  Bankruptcy  Court approval,  was arranged by Salomon Smith Barney Inc. and J. P.
  Morgan  Securities Inc. $100 million of the new secured  financing  facility has
  been reserved specifically to support international operations.
  Item 7.  Financial Statements and Exhibits.
  
       (c) Exhibits
  
           Exhibit No.      Description
  
           99.1             Press Release of Comdisco, Inc., dated July 16, 2001.
  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/ Michael A. Fazio
                                              ---------------------------
                                              Name:    Michael A. Fazio
                                              Title:   Chief Financial Officer
  
  Dated:   July 27, 2001
  EXHIBIT INDEX
  
           Exhibit No.       Description
  
           99.1              Press Release of Comdisco, Inc., dated July 16, 2001.
  11
  
  EXHIBIT 99.1
  
  Comdisco's Technology Services Business To Be Acquired By Hewlett-Packard
  
  Comdisco  and  50  Domestic  U.S.  Subsidiaries  File  "Fast-Track"  Chapter  11
  Reorganization Cases and Target Emergence from Chapter 11 in Early 2002
  
  Salomon Smith Barney Inc. and J. P. Morgan  Securities Inc. Arrange $600 Million
  Secured DIP Financing Facility to Support Continued Operations
  
  Comdisco's International Subsidiaries Not Part of Chapter 11 Cases; $100 Million
  of New Secured  Facility  Reserved  for  International  Subsidiaries  To Support
  Operations in Ordinary Course of Business
  
  Company  Seeks First Day Orders to Support  Employees,  Customers  and  Vendors;
  Seeks  Court-Sanctioned  Auction Bidding Procedures for Leasing Business as Part
  of Strategic Alternatives Assessment
  
                       Further Cost Savings Measures Announced
  
  ROSEMONT,  IL, July 16, 2001 - Comdisco,  Inc. (NYSE: CDO) announced today that,
  as a result  of the  strategic  review  commenced  in  April,  it has  reached a
  definitive agreement with  Hewlett-Packard  Company to sell substantially all of
  its Availability  Solutions (Technology Services) business for $610 million. The
  sale includes the purchase of assets of Comdisco's U.S. operations and the stock
  of its subsidiaries in the United Kingdom,  France and Canada. The sale excludes
  the purchase of the stock of subsidiaries in Germany and Spain, as well as other
  identified assets,  including Network Services and IT CAP Solutions. In addition
  to the sale of its services  business,  Comdisco is  continuing  to pursue other
  strategic   alternatives  to  create  value  for  its  stakeholders,   including
  evaluating  the  possible  sale of  certain  of its  leasing  assets to  several
  interested buyers.
  
  Norm Blake,  Chairman and Chief  Executive  Officer,  said:  "As a result of our
  comprehensive  strategic review,  which we commenced upon my arrival four months
  ago, we decided  that the sale of our  technology  services  business was in the
  best interest of Comdisco and our  stakeholders.  We established  clear criteria
  for  selecting  the most  appropriate  buyer:  expertise  and  experience in the
  industry;  global presence;  a reputation for outstanding  customer  service;  a
  culture  that values  people and the  development  of their  employees;  and the
  resources  to  grow  this  business.  Hewlett-Packard  unambiguously  fits  this
  criteria."
  
  Ann  Livermore,  President,  HP Services,  said,  "Comdisco  has built a strong,
  profitable  business for delivering  availability  services including backup and
  contingency  planning  services  and  disaster  recovery  services.  Through its
  industry-leading solutions, talented employees and proven commitment to customer
  service, the Availability Solutions team has established deep relationships with
  a large and loyal customer base of more than 3,000  businesses in North America,
  Europe and Asia."
  
  Simultaneous  with  entering  into  the  Hewlett-Packard  transaction,  Comdisco
  announced that the parent company and 50 domestic U.S.  subsidiaries  have filed
  voluntary  petitions for relief under chapter 11 of the U.S.  Bankruptcy Code in
  the U.S.  Bankruptcy  Court for the Northern  District of Illinois.  This filing
  will allow the company to provide  for an orderly  sale of these  assets,  which
  will be subject to higher or otherwise better bids in a bankruptcy court auction
  process, while resolving short-term liquidity issues and enabling the company to
  reorganize  on a sound  financial  basis to support its ongoing  businesses.  To
  facilitate  the  company's  ongoing  evaluation of its leasing  businesses,  the
  company  said  that it had  filed a  motion  seeking  the  approval  of  bidding
  procedures  to conduct a sale  auction  process  for one or more of its  leasing
  business  units.  The company also  announced its  intention to  reorganize  its
  remaining businesses, including Comdisco Ventures group, on a "fast-track" basis
  and has targeted emergence from chapter 11 during early 2002.
  
  The previously announced discontinued operations of Prism Communication Services
  are  included  in the filing  and  represent  approximately  35 of the 51 debtor
  cases. The company said that Comdisco's operations located outside of the United
  States  are  not  included  in the  chapter  11  reorganization  cases,  and are
  continuing normal business operations.
  
  Comdisco also  announced  that it had received  binding  commitments  for a $600
  million  senior  secured  DIP  financing  facility  led  by  Citibank,  N.A.  as
  Administrative  Agent, The Chase Manhattan Bank as Syndication Agent, and Heller
  Financial, Inc. as Documentation Agent. The $600 million facility, which remains
  subject to bankruptcy court approval,  was arranged by Salomon Smith Barney Inc.
  and J. P. Morgan  Securities  Inc. The company said that $100 million of the new
  secured   financing   facility  has  been  reserved   specifically   to  support
  international  operations  and is expected  to be  available  this week  pending
  interim court approval.
  
  "We are  gratified by the vote of  confidence  from such  world-class  financial
  institutions  in  supporting  our  strategic  efforts and vision for  maximizing
  business  enterprise  value  for our  stakeholders.  This  vision  includes  the
  thorough  assessment  and  completion  of strategic  divestitures  and the quick
  reorganization of our remaining  business units in order to promptly emerge from
  chapter 11 early next year," said Mr. Blake.
  
  The  company  said  that it had  filed 30  first  day  motions  to  support  its
  employees,  customers and vendors;  to obtain  interim  financing  authority and
  maintain existing cash management  programs;  to retain legal,  financial,  real
  estate and other  professionals to support the company's  reorganization  cases;
  and for other  relief.  The  company  also said that the  parent  and all of its
  subsidiaries  will  conduct  normal  business  operations  and  continue to make
  customer  service a top priority during the  restructuring of its remaining core
  businesses and the transition process  surrounding  divested business units. The
  company will continue to be ready to support  Availability  Solutions' customers
  testing programs and recovery needs should they experience a disaster.
  
  During the  restructuring  process,  which will facilitate the completion of the
  Hewlett-Packard  transaction  and  the  completion  of the  company's  strategic
  assessment program,  Comdisco's employees will continue to be paid in the normal
  manner and their health benefits will not be disrupted.  Vendors,  suppliers and
  other  business  partners will be paid under normal terms for goods and services
  provided during this restructuring period. In accordance with applicable law and
  court  orders,  vendors  and  suppliers  who  provided  goods or services to the
  U.S.-based  companies before today's filing may have prepetition  claims,  which
  will be frozen pending court  authorization of payment or consummation of a plan
  of reorganization.
  
  In  addition,  as  part of its  ongoing  cost  reduction  program,  the  company
  announced  today a further  rationalization  of costs to enhance  the  company's
  competitive  position.  Accordingly,  Comdisco  will  reduce  its  workforce  by
  approximately  200  positions,  more than half of which will be at the corporate
  level. This reduction represents less than 10% of its North American workforce.
  
  Mr. Blake said, "We appreciate the continuing support of our customers,  lenders
  and suppliers and the  dedication  of our  employees.  Today's court filings are
  challenging.   However,  coupled  with  the  Hewlett-Packard   transaction,  our
  strategic assessment program and related  restructuring steps, they will, in the
  long  term,  serve  the  interests  of all of our  stakeholders,  including  our
  customers,  employees and creditors, by making our businesses healthier overall.
  The filing is the vehicle that enables us to accomplish these objectives."
  
  "We intend to proceed quickly with the sale of the technology  services business
  announced today.  Additionally,  we will continue to evaluate the possibility of
  selling a significant  portion of our leasing assets.  At the same time, we will
  operate  Comdisco's other  businesses to achieve their full potential.  I expect
  that Comdisco will end its financial  restructuring  process and exit chapter 11
  by the end of the first quarter of the 2002 calendar year," concluded Mr. Blake.
  
  The sale agreement is subject to, among other things, higher or otherwise better
  offers, Court approval,  antitrust approval,  any other such approvals as may be
  required by law, and other customary conditions.  Given these conditions,  there
  can be no assurance that the proposed transaction will be consummated.
  
  About Comdisco
  
  Comdisco  (www.comdisco.com)  provides technology services worldwide to help its
  customers maximize  technology  functionality,  predictability and availability,
  while  freeing  them from the  complexity  of  managing  their  technology.  The
  Rosemont,  (IL)  company  offers  a  complete  suite of  information  technology
  services  including  business  continuity,  managed web hosting,  storage and IT
  Control and Predictability Solutions SM. Comdisco offers leasing to key vertical
  industries,  including  semi-conductor  manufacturing  and electronic  assembly,
  healthcare, telecommunications, pharmaceutical, biotechnology and manufacturing.
  Through its Ventures  division,  Comdisco  provides  equipment leasing and other
  financing and services to venture capital backed companies.
  
  Safe Harbor:
  
  The foregoing  contains  forward-looking  statements  regarding  Comdisco.  They
  reflect the company's current views with respect to current events and financial
  performance,  are subject to many risks,  uncertainties  and factors relating to
  the company's  operations  and business  environment  which may cause the actual
  results  of the  company to be  materially  different  from any future  results,
  express or implied by such forward-looking  statements. The company intends that
  such forward-looking statements be subject to the Safe Harbor created by Section
  27(a)  of the  Securities  Act of 1933 and  Section  21E of the  Securities  and
  Exchange  Act  of  1934.  The  words  and  phrases  "expect,"   "estimate,"  and
  "anticipate"  and  similar  expressions  identify  forward-looking   statements.
  Certain factors that could cause actual results to differ  materially from these
  forward-looking  statements include, but are not limited to, the following:  the
  ability of the  Company  to  continue  as a going  concern;  the  ability of the
  Company to operate pursuant to the terms of the DIP Facility;  Court approval of
  the Company's  first day papers and other motions  prosecuted by it from time to
  time; the ability of the Company to develop,  prosecute,  confirm and consummate
  one or more plans of reorganization  with respect to the Chapter 11 Cases; risks
  associated  with third parties seeking and obtaining court approval to terminate
  or shorten the exclusivity  period for the Company to propose and confirm one or
  more plans of reorganization,  for the appointment of a Chapter 11 trustee or to
  convert the  Company's  cases to Chapter 7 cases;  the ability of the Company to
  reduce its  workforce  and  related  expenses  and to achieve  anticipated  cost
  savings; year end audit and other procedures which may affect the Company's 2001
  financial  results;  the  ability of the  Company to obtain  trade  credit,  and
  shipments  and terms with  vendors and  service  providers  for current  orders;
  potential  adverse  developments  with  respect to the  Company's  liquidity  or
  results of  operations;  the ability to fund and execute its business  plan; the
  ability of the Company to attract,  retain and  compensate  key  executives  and
  associates;  the  ability  of the  Company  to  attract  and  retain  customers;
  potential adverse publicity; and adjustments arising in the course of completing
  the  analysis  of  information  with  respect  to the  review  of the  company's
  businesses and evaluation of impairment  charges;  continuing  volatility in the
  equity  markets,  which can affect the  availability of credit and other funding
  sources to the high  technology  sector  companies  in the  Ventures  portfolio,
  resulting in the inability of those companies to satisfy their  obligations in a
  timely manner and an increase in bad debt  experience  beyond current  reserves;
  continued  consolidation in the  telecommunications  industry and curtailment of
  the growth plans of the remaining  companies in that sector,  which could result
  in fewer buyers and reduced  prices for available  Prism  assets,  and a further
  reduction  in the  proceeds  actually  received  from the  sale of those  assets
  compared to prior  estimates and an increase in the losses  associated  with the
  discontinued  operation.  Other risk factors are listed from time to time in the
  company's  SEC reports,  including,  but not limited to, the report on Form 10-Q
  for the quarter  ended  December 31, 2000.  Comdisco  disclaims any intention or
  obligation  to update or revise  any  forward-looking  statements  whether  as a
  result of new information, future events or otherwise.
  
  Frequently Asked Questions
  
  Contacts:
  For Comdisco Investors:
  (866) 757-7750
  
  For U.S. Media:
  Mary Moster
  (847) 518-5147
  
  Fred Spar or Jeremy Fielding
  Kekst and Company
  (212) 521-4800