SC 13G 1 rs13g-comdisco_halcyon.txt ---------------------------- OMB APPROVAL ---------------------------- OMB Number: 3235-0145 Expires:December 31, 2005 Estimated average burden hours per response.....14.90 ---------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* Comdisco Holding Company, Inc. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock (par value $0.01 per share) ------------------------------------------------------------------------------- (Title of Class of Securities) 200334100 --------------------------------------------------- (CUSIP Number) December 31, 2002 --------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |X| Rule 13d-1(b) |_| Rule 13d-1(c) |_| Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ----------------------------------- ------------------------------ CUSIP NO. _200334100______ 13G PAGE 2 OF 8 PAGES ----------------------------------- ------------------------------ ------- ----------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Halcyon Management Company LLC ------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) |_| (B) |X| ------- ----------------------------------------------------------------------- 3 SEC USE ONLY ------- ----------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----- ----------------------------------------------------- 5 NUMBER OF SOLE VOTING POWER 127,075 SHARES ----- ----------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 ----- ----------------------------------------------------- 7 EACH SOLE DISPOSITIVE POWER REPORTING 127,075 ----- ----------------------------------------------------- 8 PERSON SHARED DISPOSITIVE POWER WITH 0 ------- ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 127,075 ------- ----------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| ------- ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.03% ------- ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA ------- ----------------------------------------------------------------------- ----------------------------------- ------------------------------ CUSIP NO. _200334100______ 13G PAGE 3 OF 8 PAGES ----------------------------------- ------------------------------ ------- ----------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Halcyon Offshore Management Company LLC ------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) |_| (B) |X| ------- ----------------------------------------------------------------------- 3 SEC USE ONLY ------- ----------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----- ----------------------------------------------------- 5 NUMBER OF SOLE VOTING POWER 145,585 SHARES ----- ----------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 ----- ----------------------------------------------------- 7 EACH SOLE DISPOSITIVE POWER REPORTING 145,585 ----- ----------------------------------------------------- 8 PERSON SHARED DISPOSITIVE POWER WITH 0 ------- ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 145,585 ------- ----------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| ------- ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.47% ------- ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA ------- ----------------------------------------------------------------------- ----------------------------------- ------------------------------ CUSIP NO. _200334100______ 13G PAGE 4 OF 8 PAGES ----------------------------------- ------------------------------ Item 1. (a) Name of Issuer Comdisco Holding Company, Inc. (b) Address of Issuer's Principal Executive Offices 6111 North River Road Rosemont, Illinois 60018 ITEM 2. (a) Names of Persons Filing This Statement is being filed on behalf of Halcyon Management Company LLC and Halcyon Offshore Management Company LLC (together, the "Reporting Persons"). (b) Address of Principal Business Office or, if none, Residence The address of the principal business offices of each of the Reporting Persons is 477 Madison Avenue, New York, New York 10022. (c) Citizenship Each of the Reporting Persons is a Delaware limited liability company. (d) Title of Class of Securities Common stock, par value $0.01 per share. (e) CUSIP Number 200334100 ----------------------------------- ------------------------------ CUSIP NO. _200334100______ 13G PAGE 5 OF 8 PAGES ----------------------------------- ------------------------------ ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO SS.SS. 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) |_| Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) |_| Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) |_| Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) |_| Investment Company registered under Section 8 of the Investment Company Act (15 U.S.C. 80a-8); (e) |X| An investment advisor in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) |_| A parent holding company or control person, in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) |X| Group, in accordance with Section 240.13d-1(b)(1)(ii)(J) ----------------------------------- ------------------------------ CUSIP NO. _200334100______ 13G PAGE 6 OF 8 PAGES ----------------------------------- ------------------------------ ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Halcyon Management Company LLC (a) Amount beneficially owned 127,075 (b) Percent of class 3.03% (based on 4,200,000 shares outstanding as of December 31, 2002.) (c) Number of shares as to which each Reporting Person has: (i) Sole power to vote or to direct the vote: 127,075 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 127,075 (iv) Shared power to dispose or to direct the disposition of: 0 Halcyon Offshore Management Company LLC (a) Amount beneficially owned 145,585 (b) Percent of class 3.47% (based on 4,200,000 shares outstanding as of December 31, 2002.) (c) Number of shares as to which each Reporting Person has: (i) Sole power to vote or to direct the vote: 145,585 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 145,585 (iv) Shared power to dispose or to direct the disposition of: 0 ----------------------------------- ------------------------------ CUSIP NO. _200334100______ 13G PAGE 7 OF 8 PAGES ----------------------------------- ------------------------------ Instruction. For computations regarding securities which represent a right to acquire an underlying security see ss.240.13d-3(d)(1). ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. All of the shares of Common Stock set forth in Item 4 are owned by various investment advisory clients of the Reporting Persons, which are deemed to be beneficial owners of those shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, due to their discretionary power to make investment decisions over such shares for their clients and their ability to vote such shares. In all cases, the investment advisory clients of the Reporting Persons have the right to receive, or the power to direct the receipt of, dividends from (or the proceeds from the sale of) the shares. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. The Reporting Persons listed in Item 2(a), both of which are registered as investment advisers under Section 203 of the Investment Advisers Act of 1940, may be deemed to be a group. The Reporting Persons share common ownership and management. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. ----------------------------------- ------------------------------ CUSIP NO. _200334100______ 13G PAGE 8 OF 8 PAGES ----------------------------------- ------------------------------ SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. HALCYON MANAGEMENT COMPANY LLC March 5, 2004 ----------------------------------- (DATE) By: /s/ James Pasquarelli ----------------------------------- (SIGNATURE) Chief Financial Officer ----------------------------------- (NAME/TITLE) HALCYON OFFSHORE MANAGEMENT COMPANY LLC March 5, 2004 ----------------------------------- (DATE) By: /s/ James Pasquarelli ----------------------------------- (SIGNATURE) Chief Financial Officer ----------------------------------- (NAME/TITLE) The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess.240.13d-7 for other parties for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of beneficial interest, par value $0.01 per share, of Comdisco Holding Corporation, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. HALCYON MANAGEMENT COMPANY HALCYON MANAGEMENT COMPANY By:/s/ James Pasquarelli --------------------------------- Name: James Pasquarelli Title: Chief Financial Officer Dated: March 5, 2004 HALCYON OFFSHORE MANAGEMENT COMPANY LLC By:/s/ James Pasquarelli --------------------------------- Name: James Pasquarelli Title: Chief Financial Officer Dated: March 5, 2004