8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 30, 2015 (November 23, 2015)

Comdisco Holding Company, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-49968	54-2066534
(Commission File Number)	(IRS Employer Identification No.)

5600 North River Road, Suite 800, Rosemont, Illinois 60018

(Address of Principal Executive Offices, Including Zip Code)

(847) 698-3000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01              Other Events.

On November 23, 2015, the United States Bankruptcy Court for the Northern District of Illinois Eastern Division (the “Bankruptcy Court’) entered an order (the “Order”) approving the motion (the “Motion”) filed on October 6, 2015 by the Comdisco Litigation Trustee (the “Litigation Trustee”), as previously reported.  The Order (i) approved the settlement with the remaining defendants who had executed promissory notes in connection with Comdisco, Inc.’s Shared Investment Plan, (ii) approved the filing of the final report of the Litigation Trustee and (iii) to be effective only upon the wind-up of the Comdisco Litigation Trust (the “Litigation Trust”) and final disbursement of its net proceeds to the beneficiaries of the Litigation Trust, approved the termination of the Litigation Trust and discharge of the Litigation Trustee and the Comdisco Litigation Trust Advisory Board.  Bankruptcy Court set a status hearing for April 1, 2016.

A copy of Comdisco’s press release announcing the entry of the Order approving the Motion is attached hereto as Exhibit 99.1.   A copy of the Order is attached hereto as Exhibit 99.2. The foregoing description of the Order is qualified in its entirety by reference to the text of the Order and such text is incorporated herein by reference.  All capitalized terms used but not defined in this Current Report on Form 8-K have the meanings as defined in the Order.

Forward-Looking Statements

Statements made herein that are not statements of historical or current facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Comdisco to be materially different from historical results or from any future results or projections expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in the conditional or future tenses or that include terms such as “believes,” “belief,” “expects,” “estimates,” “potential,” “intends,” “anticipates” or “plans” to be uncertain and forward-looking. Forward-looking statements may include comments as to Comdisco’s beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside Comdisco’s control. Forward looking statements speak only as of the date they are made. Comdisco undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date.

Item 9.01              Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of Comdisco Holding Company, Inc., dated November 30, 2015.
99.2	Bankruptcy Court Order entered on November 23, 2015.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COMDISCO HOLDING COMPANY, INC.
Dated: November 30, 2015	By:	/s/ Deborah Dompke
	Name:	Deborah Dompke
	Title:	Authorized Representative

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Comdisco Holding Company, Inc., dated November 30, 2015.
99.2	Bankruptcy Court Order entered on November 23, 2015.

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EX-99.1

Exhibit 99.1

NEWS RELEASE

Comdisco Litigation Trustee Receives Approval for Settlement of

Shared Investment Plan Litigation

Rosemont, IL — November 30, 2015 - Comdisco Holding Company, Inc. (OTCQB: CDCO) and (OTCQB: CDCOR) (“Comdisco”) announced today that on November 23, 2015, the United States Bankruptcy Court for the Northern District of Illinois Eastern Division (the “Bankruptcy Court’) entered an order (the “Order”) approving the motion (the “Motion”) filed on October 6, 2015 by the Comdisco Litigation Trustee (the “Litigation Trustee”).  The Order (i) approved a proposed settlement with the remaining defendants who had executed promissory notes in connection with Comdisco, Inc.’s Shared Investment Plan, (ii) approved the filing of the final report of the Litigation Trustee and (iii) to be effective only upon the wind-up of the Comdisco Litigation Trust (the “Litigation Trust”) and final disbursement of its net proceeds to the beneficiaries of the Litigation Trust, approved the termination of the Litigation Trust and discharge of the Litigation Trustee and the Comdisco Litigation Trust Advisory Board.  Bankruptcy Court set a status hearing for April 1, 2016.

Please refer to Comdisco’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 30, 2015 for a copy of the Order filed with the Bankruptcy Court and other important disclosures.

About Comdisco

Comdisco emerged from Chapter 11 bankruptcy proceedings on August 12, 2002. The purpose of reorganized Comdisco is to sell, collect or otherwise reduce to money in an orderly manner the remaining assets of the corporation. Pursuant to the Plan and restrictions contained in its certificate of incorporation, Comdisco is specifically prohibited from engaging in any business activities inconsistent with its limited business purpose. Accordingly, within the next few years, it is anticipated that Comdisco will have reduced all of its assets to cash and made distributions of all available cash to holders of its common stock and contingent distribution rights in the manner and priorities set forth in the Plan. At that point, the company will cease operations.  The company filed on August 12, 2004 a Certificate of Dissolution with the Secretary of State of the State of Delaware to formally extinguish Comdisco Holding Company, Inc.’s corporate existence with the State of Delaware except for the purpose of completing the wind-down contemplated by the Plan.  Under the Plan, Comdisco was charged with, and has been, liquidating its assets.

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 27A of the Securities Act of 1933 and Section 21E of the Securities 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 are listed from time to time in Comdisco’s SEC reports, including, but not limited to, the Annual Report on Form 10-K for the fiscal year ended September 30, 2014 and its most recent quarterly report filed on Form 10-Q for the fiscal quarter ended June 30, 2015.  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.

Contacts:

Deb Dompke
847-698-3000

pr@comdisco.com

EX-99.2

Exhibit 99.2

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF ILLINOIS

Eastern Division

In Re:	)		BK No.: 01-24795
COMDISCO, INC. et al.,	)		(Jointly Administered)
	)		Chapter: 11
	)		Honorable Jack B. Schmetterer
	)
	)
Debtor(s)	)
		ORDER

This matter having come on to be heard on the Motion of Litigation Trustee to Approve Settlement, Discharge and Exculpate Litigation Trustee, and Approve Termination of Comdisco Litigation Trust (the “Motion”);

AND THE COURT HAVING REVIEWED AND CONSIDERED (i) the Motion (and all exhibits and attachments thereto, including the Global Settlement Agreement (“Settlement Agreement”)), (ii) the Final Report (the “Final Report”) of John W. Costello, not individually, but as Litigation Trustee (the “Litigation Trustee”) under the Comdisco Litigation Trust (the “Litigation Trust”), (iii) the Declaration of John W. Costello in Support of the Motion (the “Costello Declaration”) and (iv) the Declaration of W. Allen Woolley with respect to Service of the Motion;

AND THE COURT HAVING PREVIOUSLY ENTERED AN ORDER approving the form of notice to be given with respect to the Motion;

AND THE COURT HAVING DETERMINED that such form of notice is good, sufficient and reasonably calculated to apprise all parties-in-interest, both known and unknown, of the Motion;

AND THE COURT HAVING CONDUCTED A HEARING ON THE MOTION, considered statements of counsel and parties-in-interest, if any, who desired to be heard, and otherwise being fully advised in the premises,

THE COURT HEREBY FINDS THAT:

A.Good and sufficient notice of the Motion has been provided, in a form reasonably calculated to apprise all parties-in-interest, both known and unknown, of the Motion.

B.The Settlement Agreement (and the Settlement memorialized therein) is reasonable, and within the range of litigation outcomes that could occur if the Note Enforcement Cases were to be prosecuted to their conclusion.

C.The Litigation Trustee’s administration of the Litigation Trust and prosecution and settlement of the Note Enforcement Cases, Transfer Cases and related litigation (the “SIP Note Litigation”) as well as the Advisory Board’s oversight of the foregoing matters has been reasonable, has been within their respective discretion and within the scope of their duties under the Plan and Trust Agreement, and does not and did not constitute bad faith, willful misconduct, gross negligence, willful disregard of duties, or

a material breach of the Trust Agreement.

D.The Implementation Actions are reasonable, appropriate and within the scope of the Litigation Trustee’s duties under the Trust Agreement.

E.Upon the approval of the Settlement Agreement and the performance and completion of the remaining Implementation Actions, the conditions for termination of the Litigation Trust will have been satisfied.

NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

1.The Motion is granted in all respects.

2.The Settlement Agreement (and the Settlement memorialized therein) is approved, and the Litigation Trustee is authorized to perform under such Settlement agreement and consummate the Settlement.

3.The Litigation Trustee’s Final Report is approved in all respects, and all actions taken by the Litigation Trustee and Advisory Board (and its Member) in connection with the administration of the Litigation Trust and the prosecution and settlement of the SIP Note Litigation are approved.

4.The Litigation Trustee and Advisory Board are discharged from any and all remaining duties, obligations and liabilities under the Trust Agreement and the Plan, excepting only the performance of the Implementation Actions. The Litigation Trustee and Advisory Board are authorized to perform the Implementation Actions.

5.The Litigation Trustee (or his designated Disbursing Agent) will report to the Court all distributed funds in the event that a distribution check is: (a) returned by the recipient; (b) returned by the postal service as undeliverable; or (c) not cashed within thirty (30) days of its issuance date. Set 4/1/16 to report status of any such funds.

6.Effective upon the filing of a certificate by the Litigation Trustee affirming that the Implementation Actions have been completed, and without further notice or action by the Court or any party hereto, the Litigation Trustee shall be discharged from all remaining duties, obligations and liabilities in connection with the Implementation Actions.

7.The Litigation Trustee and the Advisory Board (and its Member) are exculpated from any obligation or liability arising from or relating to the administration of the Litigation Trust or the prosecution and settlement of the SIP Note Litigation.

8.Effective upon the filing of a certificate by the Litigation Trustee affirming that the Implementation Actions have been completed, and without further notice of action by the Court or any party hereto, the Litigation Trust shall terminate.

9.The Court retains jurisdiction with respect to all matters arising from or related to the implementation or interpretation of this Order; provided, however, that nothing herein shall reserve or create subject matter jurisdiction by this Court to interpret or enforce the terms of the Settlement Agreement in the event of a dispute between two or more of the parties to the Settlement Agreement.

10.This Order is final and shall not be stayed by Fed. R. Bankr. P. 6004(h) or any other rule or statute.

	Enter:
Dated: Nov 23, 2015		/s/ Jack B. Schmetterer
		United States Bankruptcy Judge
Prepared by:
Jonathan W. Young (ARDC No. 06204590)		NOV 23 2015
W. Allen Woolley (ARDC No. 6227238)
LOCKE LORD LLP
225 West Wacker Drive, Suite 3000
Chicago, Illinois 60606-1229
Telephone: (312) 201-2000
Facsimile: (312) 201-2555