SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO
SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

SAFEGUARD SCIENTIFICS, INC.

(Name of person(s) filing proxy statement, if other than the registrant)

     Payment of Filing Fee (Check the appropriate box):

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction: $127,888,053

(5) Total fee paid: $16,204

[  ] Fee paid previously with preliminary materials:

[X] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid: $16,204

(2) Form, Schedule or Registration Statement No.: Schedule 14A

(3) Filing Party: CompuCom Systems, Inc.

(4) Date Filed: June 23, 2004

SAFEGUARD SCIENTIFICS, INC.
800 The Safeguard Building
435 Devon Park Drive
Wayne, Pennsylvania 19087

                   , 2004

Dear Fellow Shareholder:

     You are cordially invited to attend the special meeting of the shareholders of Safeguard Scientifics, Inc. to be held at                                       on                    , 2004 at                    , local time. A notice of the special meeting, a proxy statement and related information and a proxy card are enclosed. All holders of the outstanding shares of our common stock as of                                        , 2004 will be entitled to notice of and to vote at the special meeting. You may vote shares at the special meeting only if you are present in person or represented by proxy.

     At the special meeting, you will be asked to consider and vote upon the following matters:

The CompuCom Merger Proposal

     The completion of the CompuCom merger would be a milestone event in the redirection of our business strategy, providing us with additional funds:

If the CompuCom merger is consummated, our holdings of CompuCom preferred and common equity will be converted into the right to receive an aggregate of approximately $128 million in gross cash proceeds.

     Our board of directors unanimously has determined that the CompuCom Merger Proposal is advisable and in the best interests of Safeguard and our shareholders and has approved the plan of asset transfer that is the subject of the CompuCom Merger Proposal. In connection with its evaluation of the CompuCom Merger Proposal, our board of directors engaged Robert W. Baird & Co. Incorporated to act as its financial advisor and to advise our board of directors with respect to the fairness, from a financial point of view, of the consideration taken as a whole to be received by Safeguard in the CompuCom merger. Robert W. Baird & Co. Incorporated has rendered its opinion to our board of directors to the effect that, as of May 27, 2004, and based upon the contents of such opinion, including the various assumptions and limitations on the review described in that opinion, the consideration taken as a whole to be received by Safeguard in the CompuCom merger for the CompuCom common stock and convertible preferred stock held by Safeguard was fair, from a financial point of view, to Safeguard. You should carefully read the written opinion of Robert W. Baird & Co. Incorporated that is attached as Appendix C to the accompanying proxy statement.

     OUR BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE COMPUCOM MERGER PROPOSAL IS ADVISABLE AND IN THE BEST INTERESTS OF SAFEGUARD AND OUR SHAREHOLDERS. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL AND ADOPTION OF THE PLAN OF ASSET TRANSFER THAT IS THE SUBJECT OF THE COMPUCOM MERGER PROPOSAL.

     Approval and adoption of the plan of asset transfer that is the subject of the CompuCom Merger Proposal requires the affirmative vote of a majority of the votes cast by our shareholders at the special meeting.

     The quorum required for the special meeting is a majority of the shares of our common stock outstanding on the record date.

     Your vote is important. Whether or not you plan to attend the special meeting, please vote as described on page 9 of this proxy statement.

     If you attend the special meeting, you may revoke your proxy and vote in person if you wish, even if you have previously returned your proxy card. Your prompt cooperation will be greatly appreciated.

By Order of the Board of Directors

SAFEGUARD SCIENTIFICS, INC.
800 The Safeguard Building
435 Devon Park Drive
Wayne, Pennsylvania 19087
Phone: (610) 293-0600
Toll-Free: (877) 506-7371
Fax: (610) 293-0601
Automated Investor Relations Line: (888) 733-1200
Internet: www.safeguard.com

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON                          , 2004

To the Shareholders of Safeguard Scientifics, Inc.:

The special meeting of the shareholders of Safeguard Scientifics, Inc. will be held at               on              , 2004 at                , local time, to consider and vote upon the following matters:

Our board of directors has established the close of business on                     , 2004 as the record date for the purpose of determining the shareholders who are entitled to receive notice of and to vote at the special meeting.

Our board of directors recommends that you vote “FOR” the approval and adoption of the plan of asset transfer that is the subject of the CompuCom Merger Proposal.

The proxy statement and accompanying proxy card are being mailed to our shareholders beginning                     , 2004, in connection with the solicitation of proxies by our board of directors.

Please contact Deirdre Blackburn, Corporate Secretary with any questions or concerns.

Your vote is important. Whether or not you plan to attend the special meeting, please vote as described on page 9 of this proxy statement. If you attend the special meeting, you may revoke your proxy and vote in person if you wish, even if you have previously returned your proxy card. Your prompt cooperation will be greatly appreciated.

By Order of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THIS DOCUMENT OR DETERMINED IF THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

TABLE OF CONTENTS

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TABLE OF CONTENTS

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SUMMARY TERM SHEET

This summary highlights selected information from this proxy statement relating to the CompuCom Merger Proposal and the special meeting and does not contain all of the information that is important to you. To understand fully the CompuCom Merger Proposal, you should read carefully this entire proxy statement, including the information incorporated by reference, the appendices and the additional documents referred to in this proxy statement.

The Parties

Our Special Meeting

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The CompuCom Merger Proposal

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QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE PROPOSAL

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The CompuCom Merger Proposal

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

     Some statements contained in this proxy statement are forward-looking statements. The words and phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimates,” “projects,” “believes,” “plans” or similar expressions, are intended to identify “forward-looking statements” and include, without limitation, our expectations regarding revenues, earnings or other future financial performance and liquidity, and general statements about future operations and operating results. Although we believe that our expectations are based on reasonable assumptions within the bounds of our knowledge of our business and operations, there can be no assurance that actual results will not differ materially from our expectations. Factors that could cause actual results to differ from expectations include, without limitation:

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     We undertake no obligation to publicly update or revise any forward-looking statements made in this proxy statement or elsewhere, whether as a result of new information, future events or otherwise.

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SELECTED CONSOLIDATED AND PRO FORMA FINANCIAL DATA

     We are providing the following financial data to aid you in your analysis of the financial aspects of the disposition of Safeguard’s CompuCom shares in the CompuCom merger. With the exception of (1) the selected consolidated historical financial data as of March 31, 2004 and 2003 and for the three months ended March 31, 2004 and 2003 and (2) the selected condensed consolidated pro forma financials as of March 31, 2004 and for the three months ended March 31, 2004 and 2003 and the fiscal years ended December 31, 2003, 2002 and 2001, we derived the information from audited historical consolidated financial statements of Safeguard. Safeguard’s consolidated financial statements as of December 31, 2003, 2002, 2001, 2000 and 1999 and for each of the five years in the period ended December 31, 2003, have been audited by KPMG LLP, independent auditors, and are included in Safeguard’s annual reports on Form 10-K. The selected financial data as of March 31, 2004 and 2003 and for the three months ended March 31, 2004 and 2003 have been derived from the unaudited interim consolidated financial statements of Safeguard, which are included in Safeguard’s quarterly report on Form 10-Q for the three-month period ended March 31, 2004. The selected pro forma data are derived from the unaudited pro forma consolidated financial statements and accompanying notes appearing elsewhere in this proxy statement.

     The selected historical financial data as of March 31, 2004 and 2003 and for the three months ended March 31, 2004 and 2003 reflect, in the opinion of Safeguard management, all adjustments, consisting of only normal, recurring adjustments necessary for a fair presentation of such data and have been prepared in accordance with the accounting principles followed in the presentation of our audited financial statements for the year ended December 31, 2003. Operating results for the three-month period are not necessarily indicative of the results to be expected for the full fiscal year.

     The selected pro forma and historical financial data should be read in conjunction with the unaudited pro forma consolidated financial statements and accompanying notes appearing elsewhere in this proxy statement and with the consolidated financial statements of Safeguard and accompanying notes and the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Safeguard’s annual report on Form 10-K for the year ended December 31, 2003 and quarterly report on Form 10-Q for the three months ended March 31, 2004.

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Selected Consolidated Historical Financial Data

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Selected Consolidated Pro Forma Financial Data

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Selected Condensed Consolidated Pro Forma and Historical Financial Data

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INTRODUCTION

     This proxy statement is furnished in connection with the solicitation of proxies by our board of directors for a special meeting of our shareholders to be held on                                       , 2004 at                    , local time, at                                                          , or at any adjournment or postponement of the special meeting. Shares of our common stock represented by properly executed proxies received by us will be voted at the special meeting or any adjournment or postponement of the special meeting in accordance with the terms of those proxies, unless revoked.

Proposals to be Considered at the Special Meeting

     At the special meeting, you will consider and vote upon the following matters:

Record Date; Voting Rights; Vote Required for Approval

     Only holders of record of our common stock at the close of business on                                        , 2004, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting. On that date there were approximately                    holders of record of our common stock and                                       shares of our common stock outstanding.

     Any shareholder entitled to vote may vote either in person or by properly executed proxy. The presence, in person or by proxy, of the holders of a majority of the shares of our common stock outstanding on the record date is necessary to constitute a quorum at the special meeting. Abstentions and broker non-votes are counted for the purpose of establishing a quorum at the special meeting. In the event that a quorum is not present at the special meeting, we expect to postpone the meeting to solicit additional proxies. Holders of record on the record date are entitled to one vote per share at the special meeting on the proposal to approve and adopt the plan of asset transfer that is the subject of the CompuCom Merger Proposal.

     The affirmative vote of a majority of the votes cast by our shareholders is necessary to approve and adopt the plan of asset transfer that is the subject of the CompuCom Merger Proposal.

     If the special meeting is adjourned for any reason, the proposal may be considered and voted upon by our shareholders at a subsequent reconvened meeting. All proxies will be voted in the same manner as they would have been voted at the original meeting, except for any proxies that have been properly withdrawn or revoked.

Voting and Revocation of Proxies

     All shares of our common stock represented by properly executed proxies received prior to or at the special meeting and not revoked will be voted in accordance with the instructions indicated in those proxies. If no instructions are indicated, the proxies will be voted “FOR” the proposal to approve and adopt the plan of asset transfer that is the subject of the CompuCom Merger Proposal.

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     A shareholder giving the proxy may revoke it by:

     Revocation of the proxy will not affect any vote previously taken. Attendance at the special meeting will not in itself constitute the revocation of a proxy; you must vote in person at the special meeting to revoke a previously delivered proxy.

     Our board of directors is not currently aware of any business to be brought before the special meeting other than that described in this proxy statement. However, if other matters are properly presented, the persons named as proxies will vote in accordance with their judgment with respect to those matters.

Solicitation of Proxies; Expenses of Solicitation

     We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation. We also have hired Georgeson to assist us in the distribution of proxy materials and the solicitation of votes described above. We will pay Georgeson a fee not to exceed $8,000 plus customary costs and expenses for these services. Upon request, we also will reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy and solicitation materials to our shareholders.

     We are mailing this proxy statement to shareholders on or about                    , 2004.

COMPUCOM MERGER PROPOSAL

     On May 27, 2004, CompuCom Systems, Inc., Parent and Merger Subsidiary entered into an Agreement and Plan of Merger which provides that Merger Subsidiary, a subsidiary of Parent, would be merged into CompuCom in accordance with the terms and subject to the conditions of the CompuCom merger agreement. If the CompuCom stockholders adopt the CompuCom merger agreement and approve the CompuCom merger, the CompuCom merger will be consummated, and at the effective time of the CompuCom merger:

     Safeguard owns 24,540,881 shares of CompuCom common stock and 1,500,000 shares of CompuCom series B convertible preferred stock. These shares represent approximately 51.0% of the outstanding shares of

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CompuCom capital stock entitled to vote upon the CompuCom merger. Under Delaware law, adoption of the CompuCom merger agreement and approval of the CompuCom merger requires the affirmative vote of the holders of a majority of the outstanding shares of CompuCom’s common stock and preferred stock, voting on an as-converted basis. Safeguard, Parent and Merger Subsidiary have entered into a principal stockholder agreement pursuant to which Safeguard is obligated to vote in favor of the adoption of the CompuCom merger agreement and the approval of the CompuCom merger, subject to specified conditions. One of the conditions to Safeguard’s voting obligation is that a majority of the votes cast by Safeguard’s shareholders shall have approved the vote by Safeguard in favor of adoption of the CompuCom merger agreement and approval of the CompuCom merger at the CompuCom special stockholders meeting. If Safeguard votes its shares of CompuCom common stock and preferred stock in favor of approval of the CompuCom merger and adoption of the CompuCom merger agreement at the CompuCom special stockholders meeting, CompuCom will have received the requisite stockholder approval for adoption of the CompuCom merger agreement and approval of the CompuCom merger.

     Copies of the merger agreement and the principal stockholder agreement are attached as Appendices A and B, respectively, to this proxy statement and we urge you to read each in its entirety.

     If the CompuCom merger is consummated, Safeguard will receive an aggregate of approximately $128 million in gross cash proceeds. This aggregate consideration is comprised of (i) approximately $113 million being received in respect of Safeguard’s holdings of CompuCom common stock and (ii) approximately $15 million being received in respect of Safeguard’s holdings of CompuCom series B convertible preferred stock.

Background of the Transaction

     The decision of Safeguard’s board of directors to approve and recommend the plan of asset transfer related to the CompuCom Merger Proposal was the result of lengthy and extensive evaluations by Safeguard’s board of directors of the best strategic alternatives for Safeguard to pursue to enhance shareholder value and provide liquidity for the pursuit of Safeguard’s business strategy.

     For a number of years, CompuCom’s strategic plan was to grow its services business both organically and through acquisition. In 2001, CompuCom completed four acquisitions and considered an acquisition strategy central to its future growth objectives. Accordingly, CompuCom management wanted to gain access to additional information about companies in the industry that were attractive acquisition targets from a strategic and economic perspective. As a result, in late 2001, CompuCom management interviewed several investment bankers, including representatives from Broadview International LLC (which was merged into, and became a division of Jefferies & Company, Inc. (“Jefferies”) on March 1, 2004) (“Broadview”), an investment bank focused exclusively on the technology industry. CompuCom began working with Broadview in December 2001. Initially Broadview’s role related to assisting CompuCom in identifying potential acquisition targets but later its role expanded after CompuCom decided to review all of its strategic alternatives.

     In October 2001, Anthony L. Craig was appointed Chief Executive Officer of Safeguard. At the direction of the new Chief Executive Officer, Safeguard embarked on an analysis of its strategic alternatives for its various subsidiaries and affiliates, including an analysis of whether to buy, sell or hold each company in which Safeguard held an ownership interest, including CompuCom. In late 2001, Safeguard management reviewed various potential strategic alternatives available to Safeguard for its ownership interest in CompuCom and Safeguard management’s plan to consider CompuCom’s role as part of the refinement of Safeguard’s strategy under the direction of its new Chief Executive Officer. Based on that investigation, Safeguard determined to not seek to acquire the remaining capital stock of CompuCom that Safeguard did not already own and to explore further whether it wanted to hold or sell its CompuCom shares. In January 2002, Safeguard concluded that CompuCom did not fit with Safeguard’s strategic plan to focus primarily on entities earlier in their value-creation cycle, referred to as companies in the “time-to-volume” stage of development. As a result, Safeguard determined that it might be willing to sell its position in CompuCom if an attractive offer were received.

     Throughout the period from mid 2001 to early 2002, several parties made unsolicited inquiries to CompuCom and Safeguard regarding possible transactions with CompuCom, including an acquisition of all or part of CompuCom. Only one of these inquiries included an indicative transaction price, indicating a price of $3.50 per share of CompuCom’s common stock. CompuCom’s preliminary discussions relating to these unsolicited inquiries ultimately did not result in any other party submitting an indication of interest with an indicative price.

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     In light of the unsolicited inquiries, and Safeguard’s interest in exploring a potential sale of its holdings in CompuCom, in February 2002, CompuCom’s board of directors asked Broadview to evaluate all strategic alternatives available to CompuCom to maximize value for all CompuCom stockholders. The alternatives considered and presented to the CompuCom board of directors included remaining a stand-alone public company, repurchasing Safeguard’s holdings in CompuCom, distributing cash to existing CompuCom stockholders, splitting the businesses and spinning them off to CompuCom stockholders, breaking up the businesses and selling the parts, divesting the product business and keeping the services business, divesting the services business and keeping the product business, and selling the entire business. To further its evaluation, the CompuCom board of directors determined that gathering information through a privately conducted process of exploring strategic alternatives was appropriate and in the best interest of CompuCom’s stockholders.

     During the spring of 2002, Broadview, with the assistance of CompuCom’s management and board of directors, identified potential strategic and financial buyers that might be interested in participating in this process. Starting in late April 2002, Broadview contacted 19 potential strategic buyers and 15 potential financial buyers to discern potential interest in a transaction with CompuCom. Of the 34 parties contacted, 20 indicated potential interest, executed non-disclosure agreements and received a confidential information memorandum relating to CompuCom. Each of the other parties that had previously indicated an interest in a transaction with CompuCom were contacted, and two of these entities indicated their interest in response to these contacts. During May, June and July 2002, potential buyers, including Platinum, reviewed confidential due diligence materials, received supplemental due diligence materials and had discussions with CompuCom’s management.

     In late July 2002, five potential acquirors, including Platinum, submitted initial indications of interest. All but one of the potential buyers were financial buyers, and all but one potential buyer were interested in acquiring all of CompuCom. The preliminary indications of price from the potential financial buyers ranged from $4.00 to $5.00 per outstanding share of CompuCom common stock. One strategic bidder submitted an indication of interest for CompuCom’s services business only, for a total price that ranged between $75 and $100 million.

     On August 1, 2002, in connection with its review of the preliminary indications of interest, CompuCom’s board of directors appointed a special committee of four disinterested directors to, among other tasks, review and evaluate the indications of interest received from potential acquirors, review CompuCom’s strategic alternatives and make a recommendation to the full board of directors. The CompuCom special committee at that time consisted of Richard F. Ford, Edwin L. Harper, Edward N. Patrone and Anthony J. Paoni. On August 17, 2002, at the first meeting of the CompuCom special committee, the special committee engaged Montgomery, McCracken, Walker and Rhoads, LLP (“Montgomery McCracken”) as independent legal counsel to represent the special committee.

     From August 2002 through October 2002, CompuCom continued to negotiate with the potential acquirors who had submitted indications of interest, focusing primarily on three indications of interest, one of which was submitted by Platinum. Following the withdrawal of one bidder in mid-August and another in early September 2002, discussions continued with Platinum. Ultimately, CompuCom was unable to reach an agreement at this time with Platinum and, on October 14, 2002, the special committee decided to recommend to CompuCom’s board of directors that CompuCom discontinue discussions with Platinum. CompuCom’s board of directors adopted this recommendation on October 30, 2002.

     Also, in October 2002, an additional financial bidder contacted Broadview and submitted an initial indication of interest at a price range of $4.50 to $5.00 per share of CompuCom common stock. The price range was subsequently revised to $4.65 to $4.75 following this party’s receipt of preliminary due diligence information on CompuCom. As this potential buyer’s indication of interest was subject to further due diligence, and included a requirement that CompuCom pay the potential buyer’s expenses related to its due diligence, the CompuCom special committee recommended to the board of directors that discussions with this potential buyer be terminated. The CompuCom board of directors adopted the recommendation and discussions were halted shortly after October 30, 2002.

     During the period from November 2002 through January 2003, CompuCom and Safeguard discussed various options that would result in Safeguard completely disposing of or reducing its stake in CompuCom. Discussions regarding a possible repurchase by CompuCom of Safeguard’s holdings were ultimately unsuccessful, due to the parties’ inability to agree on mutually satisfactory terms and concerns regarding CompuCom’s ability to finance any such repurchase.

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     On February 5, 2003, Platinum contacted Broadview and indicated that it was still interested in a potential transaction with CompuCom. From February 2003 through early June 2003, negotiations among CompuCom, Safeguard, Platinum and their respective financial and legal advisors were held, including negotiation of a merger agreement, principal stockholder agreement, employment agreements for Messrs. Coleman, Loeser and McKenna and Ms. Smith, support agreements and various financing documents. Throughout these discussions, the CompuCom special committee was kept informed on a regular basis and provided guidance on issues of importance to the interests of the CompuCom minority stockholders in connection with these discussions. On April 8, 2003, the CompuCom special committee hired Houlihan Lokey Howard & Zukin Financial Advisors, Inc. (“Houlihan Lokey”) as its special financial advisor to render a fairness opinion to the CompuCom special committee on any proposed transaction. At a meeting of the CompuCom special committee on June 2, 2003, Houlihan Lokey provided an opinion as to the fairness, from a financial point of view, of the proposed transaction under discussion with Platinum at that time to the non-Safeguard holders of CompuCom’s common stock and the CompuCom special committee determined to recommend that the board of directors approve the merger and adopt the merger agreement. Similarly, at a meeting of the CompuCom board of directors on June 3, 2003, Broadview provided an opinion as to the fairness, from a financial point of view, of the proposed transaction; however, as several material issues remained unresolved at that time, the board did not take action on approving or rejecting the merger.

     Again, the parties were ultimately unable to reach agreement on mutually satisfactory terms due in part to the unavailability of $50 million of senior subordinated financing on terms acceptable to Platinum from financing sources contacted at that time. Platinum then asked that Safeguard provide this financing. The inability to reach final agreement on the terms under which Safeguard would agree to provide this financing, as well as other concerns regarding the value to be received, which was $4.50 per share of common stock and $8 million for the preferred stock, in addition to concerns raised by Platinum relating to CompuCom’s cash and borrowing capacity and its relationship to the amount of the transaction price that needed to be financed, ultimately led the board of directors of CompuCom, including each of the members of its special committee, to elect to discontinue negotiations with Platinum on August 7, 2003.

     During the period in which these discussions with Platinum were ongoing, the financial bidder that had submitted an indication of interest in October 2002 expressed renewed interest in acquiring CompuCom and provided to Broadview a verbal indication of interest at a price of $5.00 per share for CompuCom’s common stock. This indication of interest was subsequently revised downward in May 2003 to $4.20 per share due to the party’s likely inability to finance the potential transaction at a higher price. Discussions with this bidder were terminated upon this reduction in the indicated price.

     During the period in which these discussions with Platinum were ongoing, at board meetings held on February 26, 2003, June 3, 2003, and July 30, 2003, Safeguard’s board of directors was kept apprised of discussions between Platinum and CompuCom and discussed Safeguard’s strategic alternatives with respect to its CompuCom holdings. At its July 30, 2003 meeting, Safeguard’s board of directors appointed a special transactions committee consisting of Robert Ripp, Andrew E. Lietz, Jack L. Messman and John J. Roberts, to evaluate Safeguard’s strategy and its strategic relationship with CompuCom.

     During the period from July 2003 through November 2003, CompuCom engaged in discussions with a potential strategic buyer which, after contacting CompuCom and conducting preliminary due diligence, submitted an indication of interest indicating that the consideration to be delivered in the potential transaction would be a combination of stock and cash with a combined value in the range of $5.75 to $6.50 per CompuCom common share. However, on November 7, 2003, this potential buyer informed CompuCom that due to CompuCom’s third quarter financial results, it was unwilling to continue to pursue the possible transaction at that time. After full year results were reported in February 2004, CompuCom held follow-up discussions with this potential buyer to determine if there was renewed interest. CompuCom was told at this time that this potential buyer had no interest in further pursuing a transaction with CompuCom.

     On November 20, 2003, representatives of CompuCom again met with representatives of Safeguard to discuss CompuCom’s operations and financial performance as well as the merits of a possible acquisition by Safeguard of the outstanding minority equity in CompuCom not then owned by Safeguard. At a follow-up meeting on December 15, 2003, Safeguard indicated it was not interested in pursuing the acquisition of the remaining outstanding shares of CompuCom.

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     On December 16, 2003, J. Edward Coleman, CompuCom’s Chairman, President and Chief Executive Officer, met with Platinum to discuss the possibility of resuming negotiations. In February 2004, Mr. Coleman spoke with Platinum regarding the potential synergies between CompuCom and other Platinum portfolio companies. It was agreed that a meeting should be held to explore this idea further. The meeting was scheduled for March 4 and March 5, 2004.

     On February 21, 2004, the CompuCom special committee met to consider a possible repurchase of Safeguard’s CompuCom holdings and CompuCom’s other strategic alternatives. Attending were Mr. Coleman, and M. Lazane Smith, CompuCom’s Senior Vice President, Finance and Chief Financial Officer, as well as representatives of Montgomery McCracken and Willkie Farr & Gallagher LLP (“Willkie Farr”), serving as counsel to the special committee and CompuCom, respectively. It was noted at the meeting that two new members had been appointed by the board to serve on the special committee, namely Michael J. Emmi and John D. Loewenberg, increasing the size of the CompuCom special committee to six persons, thereby including all independent members of the board not affiliated with Safeguard. The special committee focused its discussion on the possible repurchase of Safeguard’s CompuCom holdings. The committee noted that at the time of their previous meeting on June 2, 2003 CompuCom had not been in a position to make an offer that Safeguard would have found acceptable. Ms. Smith and Mr. Coleman discussed possible reasons why this may have changed in the interim period, and Ms. Smith reviewed for the committee certain financial information relating to a possible offer to Safeguard, including the availability of cash for such an offer, the likelihood of being able to obtain the requisite financing and the cash flow implications for CompuCom in light of an offer at various prices. The special committee considered these implications, including the effects of the resulting reduced liquidity and increased debt on CompuCom, if available, and the corresponding impact on CompuCom’s ability to pursue its acquisition strategy. The special committee authorized management to seek Broadview’s advice on the feasibility and likely impact such a transaction would have on CompuCom, specifically with regard to the ability to obtain financing and the effects of such indebtedness and cash expenditure on CompuCom’s ongoing liquidity as well as its ability to pursue a growth strategy through acquisition.

     During the period from late February through May, CompuCom management met with Broadview, other investment banks and its current banking source to determine the feasibility of obtaining the necessary financing to repurchase its shares from Safeguard. Each had differing assessments of the financing structure, likelihood of success and attendant risks of obtaining financing for such a transaction.

     On March 4 and 5, 2004, Platinum representatives met with CompuCom to review CompuCom’s recent business and financial results. At this time, discussions were renewed regarding the possibility of undertaking a transaction which would combine CompuCom with another of Platinum’s portfolio companies. On March 15, 2004, Platinum indicated that it was not interested in pursuing the combination approach but continued to be willing to pursue discussions regarding acquiring CompuCom on a stand-alone basis. On March 23, 2004, Platinum met with members of CompuCom management to review further CompuCom’s financial results and cash flow, with a view toward possibly making a revised proposal. Following these meetings, Platinum delivered a revised written indication of interest to CompuCom on March 24, 2004. The financial terms of Platinum’s revised indication of interest were: $5.00 for the shares of CompuCom common stock held by all stockholders other than Safeguard; $4.50 for the shares of CompuCom common stock held by Safeguard; an aggregate of $8 million for all shares of CompuCom preferred stock, all of which is held by Safeguard; and cashing out of all vested stock options at a price equal to the difference between $5.00 and the exercise price of the option, multiplied by the number of shares subject to such option. While the indication of interest did not include a financing contingency, it did require that Safeguard provide $35 million in mezzanine financing.

     On March 27, 2004, the CompuCom special committee met to consider Platinum’s indication of interest made on March 24. Attending (for portions of the meeting) were Mr. Coleman and Ms. Smith, as well as representatives of Willkie Farr, and (for the full meeting) Montgomery McCracken. Mr. Coleman and Ms. Smith described the revised indication of interest to the committee, noting that Platinum’s interest in a transaction persisted notwithstanding the decline in CompuCom’s EBITDA during the period following CompuCom’s discussions with Platinum in mid-2003, and noting further that Platinum’s overall indicative valuation had increased by approximately $12 million despite CompuCom’s financial performance during this period. The special committee discussed the status of Safeguard’s review of this indication of interest, and Mr. Coleman noted that it had been sent by Platinum to Mr. Craig who indicated that he intended to bring the indication of interest to the attention of the

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Safeguard special committee at a meeting during the week of March 29. The CompuCom special committee discussed several other issues relating to the indication of interest, including timing and documentation issues and issues relating to financial interests of management under existing and contemplated employment agreements. The CompuCom special committee also compared the merits of the Platinum indication of interest to the potential repurchase of the CompuCom holdings of Safeguard previously discussed, noting the advantages of the Platinum indication of interest, including the fact that financing for the repurchase was potentially unavailable on acceptable terms and that it was not clear that an offer could be made to Safeguard that Safeguard would accept in the context of the repurchase. The CompuCom special committee, following the departure from the meeting of Mr. Coleman, Ms. Smith and counsel to CompuCom, discussed the Platinum indication of interest and the desirability for the special committee to designate members of the committee to represent it separately from management in discussions with Safeguard relating to the indication of interest.

     On April 1, 2004, the Safeguard special committee met to consider Platinum’s March 24 indication of interest. A representative of Morgan, Lewis & Bockius LLP, counsel to Safeguard, attended the meeting. The Safeguard special committee discussed the concerns it had with Platinum’s March 24 indication of interest and the terms that would be required for the Safeguard special committee to be able to recommend a transaction to the full Safeguard board of directors. The Safeguard special committee then discussed the manner in which its concerns and counteroffer should be communicated to Platinum. The Safeguard special committee also discussed a communication Safeguard received after receiving Platinum’s March 24 indication of interest, indicating that another entity had expressed interest in acquiring Safeguard’s CompuCom holdings. After discussions regarding the preliminary nature of this communication, the committee agreed that Safeguard should continue communications with this other entity.

     On April 2, 2004, Safeguard sent a letter to Platinum detailing its concerns with Platinum’s indication of interest of March 24, namely that: (i) Safeguard expected, as the holder of the CompuCom preferred stock, given its status as the senior equity of CompuCom, to receive the full liquidation value of the preferred stock of $15 million, in accordance with the stated terms of the preferred stock; (ii) the indication of interest included a lower price to be paid for Safeguard’s holdings of CompuCom common stock compared to the price to be paid to the other holders of CompuCom common stock; (iii) the indication of interest contemplated Safeguard receiving less than $4.75 per share; and (iv) the indication of interest proposed that Safeguard would finance a portion of the aggregate merger consideration by acquiring $35 million of senior subordinated secured debt of CompuCom. Platinum responded to this letter in a letter to Safeguard dated April 7, 2004, in which Platinum noted that (i) its indication of interest had increased from its indication of interest of June 2003 despite deterioration in the financial performance of CompuCom over the intervening period; (ii) its indication of interest represented a substantial EBITDA multiple premium; and (iii) due to the extensive discussions over time that had already occurred, an agreement could be signed quickly without protracted negotiation. Platinum suggested in this letter that the allocation of the aggregate proceeds be determined by negotiation between CompuCom and Safeguard, but insisted that for the transaction to proceed without any financing contingency, Safeguard would have to provide the requested senior subordinated financing, which financing could ultimately be replaced by a third party financing post-signing if available on reasonable terms. As a way to eliminate the need for Safeguard to provide the requested senior subordinated financing, Platinum also suggested that it would be willing to explore using certain of CompuCom’s assets, in lieu of cash, as part of the consideration to be paid to Safeguard in connection with the CompuCom merger, if mutually acceptable terms could be agreed.

     On April 10, 2004, the CompuCom special committee met to receive an update on the status of discussions with Platinum. Attending were Mr. Coleman and Ms. Smith, as well as a representative of Montgomery McCracken. Mr. Coleman stated that based on recent discussions with Mr. Craig, Safeguard was considering the possibility of having one of its portfolio companies acquire certain of CompuCom’s assets in an effort to resolve the pricing issues noted by Safeguard in its April 2 letter to Platinum. The CompuCom special committee discussion noted that Safeguard’s indication that it would require that its CompuCom preferred stock be purchased at its full liquidation value, in accordance with the terms of the preferred stock, as compared to a discount from this value would reduce the funds available to the holders of CompuCom common stock and considered whether the Platinum indication of interest would provide fair value to, and otherwise be in the best interests of, the non-Safeguard holders of CompuCom common stock. The role of Houlihan Lokey, financial advisor to the CompuCom special committee, in this determination was also discussed.

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     On April 28, 2004 the Safeguard board of directors met at a regularly scheduled meeting. At the meeting, Safeguard’s Chief Financial Officer, Christopher J. Davis, provided an overview of the Platinum indication of interest, including discussions regarding the possibility of Safeguard purchasing certain of CompuCom’s assets. Mr. Davis also provided an overview of the interest expressed by an entity that had contacted Safeguard regarding the possibility of acquiring Safeguard’s CompuCom holdings. The Safeguard board discussed the issues raised by the Platinum indication of interest and the inquiry regarding the possible acquisition of Safeguard’s CompuCom holdings. The Safeguard board also discussed Safeguard’s alternatives to engaging in a transaction with either Platinum or the entity that had expressed interest in possibly acquiring Safeguard’s CompuCom holdings. Because of the maturity of discussions with Platinum, the preliminary nature of discussions with the entity that had expressed interest in possibly acquiring Safeguard’s CompuCom holdings and the assessment of the Safeguard board regarding the likelihood of reaching an agreement with Platinum, the Safeguard board concluded that, at that time, it was appropriate to focus Safeguard’s efforts on pursuing a transaction with Platinum.

     At a regularly scheduled meeting of the CompuCom board of directors on May 6, 2004, Mr. Coleman stated that a revised indication of interest had been received from Platinum the previous evening. A representative of Willkie Farr was in attendance at the meeting as outside counsel to CompuCom. Mr. Coleman described the terms of the indication of interest to the board, noting that, in lieu of a price per share for the CompuCom common stock and preferred stock, the indication of interest listed a total price for all shares of preferred and common stock of CompuCom, as well as vested “in the money” options. After discussions with Platinum, this aggregate price was confirmed to be $253.5 million, which price was noted to be approximately $12 million greater than the indicative value during negotiations in June 2003. It was discussed that the transaction would be contingent upon Platinum being able to issue no less than $35 million of senior subordinated debt to third party lenders. Willkie Farr reviewed the role, duties and responsibilities of the board in considering this indication of interest. Mr. Craig noted his belief that Safeguard’s position was that it should receive the full liquidation value for its shares of CompuCom preferred stock in accordance with the terms of the preferred stock, and that the remainder of the consideration should be allocated through mutual agreement with Safeguard and the CompuCom special committee. He indicated his belief that Safeguard would be willing to accept a price for its shares of CompuCom common stock that was lower than that received by the other holders of CompuCom common stock in the event that the evenly allocated price was less than the market price, with the size of the discrepancy in the allocation to be agreed upon depending on the size of the discrepancy between the evenly allocated price and the market price.

     At this point in the meeting it was agreed that the CompuCom board meeting should be temporarily adjourned and the CompuCom special committee should meet. A meeting of the CompuCom special committee was convened, with Mr. Coleman and Ms. Smith, as well as outside counsel to each of CompuCom and the special committee attending. Mr. Coleman summarized the terms of Platinum’s indication of interest, and counsel advised the special committee of its fiduciary responsibilities in considering the indication of interest. The CompuCom special committee discussed the merits of the indication of interest from the perspective of the non-Safeguard stockholders, including whether the present time was an appropriate time to consider such a transaction. Following discussion, the special committee agreed that trends in CompuCom’s business and the industry overall indicated that CompuCom’s results were not likely to improve in the near term, and as such an offer in excess of that under consideration from Platinum was unlikely to be obtained in the foreseeable future. It was also noted that the continuing strategic differences in the approaches favored by CompuCom as compared to those favored by Safeguard made it difficult for CompuCom to invest money or shares in new initiatives, and that this situation was unlikely to change, which could further adversely impact CompuCom’s performance. These factors led the CompuCom special committee to conclude that it was appropriate to consider Platinum’s indication of interest.

     The CompuCom special committee then focused on whether the transaction contemplated by the Platinum indication of interest was fair to, and was otherwise in the best interests of, non-Safeguard stockholders, and the best transaction obtainable under the current circumstances. It was noted that CompuCom’s process of exploring strategic alternatives, which had essentially continued intermittently for over two years, had been thorough and that no bidder other than Platinum had elected to submit a credible indication of interest following diligence. It was decided that a direct approach from the CompuCom special committee to Platinum was appropriate as a means of exploring whether or not Platinum could be convinced to increase the value of its indication of interest for CompuCom’s non-Safeguard stockholders. Mr. Emmi agreed to contact Platinum on behalf of the CompuCom special committee to gain a greater understanding of: (i) the basis for Platinum’s price; (ii) the possibility of, and

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methods for increasing the price contemplated by the current indication of interest; and (iii) the nature and status of their financing plans.

     The CompuCom special committee asked Mr. Coleman for an update on whether the discussion of a possible sale of any CompuCom assets to a Safeguard portfolio company had proven fruitful. Mr. Coleman noted that these discussions had been terminated when it became clear that Platinum placed a significantly higher value on these assets than Safeguard.

     The CompuCom special committee also noted that while the draft documentation regarding the potential transaction would allow for the CompuCom special committee and the CompuCom board to consider certain post-signing competing offers, Broadview should be requested to contact the parties who had previously expressed an interest in acquiring CompuCom to gauge any current interest in making a proposal. The CompuCom special committee also discussed contacting each of Houlihan Lokey and Broadview to request that they analyze the Platinum proposal and prepare to render an opinion as to the fairness of such offer to the CompuCom special committee and the board, respectively.

     The CompuCom board meeting was then reconvened and Mr. Harper reported the results of the CompuCom special committee meeting to the board, which agreed with the suggested courses of action.

     On May 10, 2004, Platinum contacted CompuCom requesting a meeting on May 11 and May 12, 2004. During these meetings, Platinum performed confirmatory business and financial due diligence.

     On May 11, 2004, Mr. Harper and Mr. Ford, on behalf of the CompuCom special committee, and Mr. Craig, on behalf of Safeguard, discussed the allocation of the proceeds in the Platinum offer between Safeguard, with respect to its holdings of CompuCom preferred and common stock, and the non-Safeguard holders of common stock. Messrs. Harper and Ford stated that the CompuCom special committee was concerned that the non-Safeguard stockholders be treated fairly, and they proposed that these stockholders receive at least $5.00 per share in the transaction. Mr. Craig suggested that a more appropriate allocation would be based on the closing price for CompuCom’s shares immediately preceding the time of the signing of an agreement. Mr. Craig proposed that if the closing price was less than the evenly allocated deal price, then all holders of common stock would receive the evenly allocated price. If the closing price was more than the evenly allocated price, then non-Safeguard holders of common stock would receive a price equal to the sum of the evenly allocated price plus 25% of the difference between the closing price and the evenly allocated price, and Safeguard would receive for its shares of CompuCom common stock the remainder of the aggregate price to be paid by Platinum for the CompuCom common stock. Mr. Craig noted that this proposal was conditioned on Safeguard’s price for its CompuCom common shares at no time falling below $4.50 per share, and Safeguard receiving the full $15 million liquidation value for its shares of preferred stock in accordance with the terms of those securities. Following a discussion of this proposal, Messrs. Harper and Ford indicated that they needed to discuss it further with the full CompuCom special committee.

     Later that day, a meeting of the CompuCom special committee was convened, with Mr. Coleman and Ms. Smith, as well as Broadview and outside counsel to each of CompuCom and the CompuCom special committee attending. Ms. Smith updated the CompuCom special committee on the status of discussions with Platinum, including Platinum’s confirmatory diligence. Broadview noted that a commitment letter relating to Platinum’s senior asset backed lending facility would likely be issued shortly and that Jefferies was in the process of preparing a highly confident letter relating to the $35 million in senior subordinated notes. The meeting then focused on the earlier discussion with Safeguard. The CompuCom special committee considered the Safeguard proposal, including Safeguard’s insistence on the full liquidation value for its preferred stock as per the terms thereof. After discussion, the CompuCom special committee determined to counter Safeguard’s proposal regarding the allocation of proceeds to the common holders with a modification. The modification would be that instead of using the closing price as the market price in their formula, the deemed market price would be the average of the closing price and the twenty-day trading average up to and including the date of the closing price. This approach was intended to establish a more representative sampling of the market price given the volatility associated with CompuCom’s stock price. The CompuCom special committee also decided to propose to Safeguard that it reduce its floor from $4.50 to $4.40. Following the departure from the meeting of Mr. Coleman, Ms. Smith and counsel to CompuCom, the CompuCom special committee and its counsel further discussed the elements of Safeguard’s proposal and the special committee’s counteroffer, and asked Messrs. Ford and Harper to communicate this counteroffer to Safeguard at the earliest practical time.

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     On May 14, 2004, Platinum confirmed its willingness to proceed on the basis of its prior indication of interest, and draft transaction documents were delivered by Platinum’s counsel to counsel for CompuCom and Safeguard. During the period between May 14 and May 20, 2004, transaction documents, including the merger agreement and the related disclosure schedules, the principal stockholder agreement, the support agreements and the highly confident letter from Jefferies were negotiated by representatives of the parties, including counsel, from Platinum, CompuCom and Safeguard. During this period it was noted that CompuCom’s principal stock option plan did not permit the cancellation of unvested options in connection with a transaction of the type under negotiation, and thus it was agreed that all options, vested or unvested, would be cashed out in the merger to the extent their exercise prices were less than the price per share of common stock to be paid to the non-Safeguard holders of CompuCom common stock.

     On May 19, 2004, on behalf of the CompuCom special committee, Mr. Emmi spoke with representatives of Platinum, including Tom Gores, Platinum’s founder and CEO, Johnny Lopez, Platinum’s Executive Vice President-Mergers & Acquisitions, and Jacob Kotzubei, Platinum’s senior vice president principally responsible for this transaction. Mr. Coleman and Ms. Smith joined the call solely to make introductions, and did not participate in the discussion. During the call, Platinum detailed to Mr. Emmi the bases for its valuation of CompuCom and pricing of the transaction, noting that based on CompuCom’s balance sheet and cash flow, they had made their best and final offer without room for improvement. At this price, Platinum expressed the belief that they were taking substantial risk. Platinum described its plans for CompuCom going forward, including strategic acquisitions, and indicated that notwithstanding the debt that might be required to finance such acquisitions, Platinum was confident that it would be able to arrange for this and the working capital needs of the business. Platinum detailed the level of due diligence that it had done to date, and provided an update on the status of its senior asset backed lending facility, as to which it had obtained a commitment letter from Bank of America and Wells Fargo Foothill. Platinum noted that the proposed transaction would not be conditioned on this financing. Platinum indicated that it had received a “highly confident” letter from Jefferies as to its ability to place the $35 million of senior subordinated notes, and Platinum described an additional $25 million liquidity facility that it would be providing to manage the liquidity needs of CompuCom’s business following the merger. The Platinum representatives gave Mr. Emmi a summary of their transactional experience.

     The CompuCom special committee met on May 20, 2004, with Mr. Coleman and Ms. Smith, as well as outside counsel to the CompuCom special committee and CompuCom, attending. Mr. Emmi presented a report on his discussion with Platinum to the committee. Messrs. Ford and Harper then detailed their discussions with Safeguard regarding their counterproposal as to the allocation of proceeds. They reported that Safeguard had agreed to their formulation of the “market” price, but had been unwilling to reduce its floor below $4.50. After discussion, the special committee resolved to accept this proposal. Willkie Farr updated the committee on the status of the negotiations of the transaction, noting that the only significant issue remaining was obtaining the consent of the landlord under CompuCom’s Dallas headquarters lease, an affiliate of W.P. Carey & Co. LLC (“W.P. Carey”), which was a condition to consummating the merger.

     On May 21, 2004, each of Platinum and Jefferies made a presentation to a joint telephonic meeting of the boards of CompuCom and Safeguard at which counsel to each of CompuCom and Safeguard were present. Platinum’s presentation covered substantially the same material that had been discussed with Mr. Emmi on behalf of the CompuCom special committee. Messrs. Gores, Lopez and Kotzubei detailed their personal transaction experience and that of Platinum generally, and discussed their proposed sources and uses of funds for the proposed transaction, including details regarding their financing, and their plans for CompuCom, including managing its liquidity needs following the merger. Raymond J. Minella and Neil Wessan presented on behalf of Jefferies with respect to Jefferies’ highly confident letter, summarizing the proposed terms of the notes, their expertise in the placement of this type of debt, the market for this type of debt generally and the risks and proposed timing of the offering.

     On May 24, 2004, W.P. Carey stated that as a condition to the granting of its consent to the transaction it would require, among other things, the posting of a security deposit covering eighteen months’ rent under the lease for the life of the lease, in an amount of approximately $6.3 million. W.P. Carey also noted that it would require an amendment to the Dallas lease to document the deposit requirement, and that this amendment would require the consent of the mortgage servicer under the lease, an affiliate of Wells Fargo Foothill. During the period from May 24 to May 27, the terms of W.P. Carey’s conditions were negotiated by representatives of Platinum, Safeguard and

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CompuCom. Ultimately Safeguard agreed to provide to the landlord a letter of credit from the closing date of the merger through March 2019 in an amount equal to $6,336,198. In exchange for agreeing to issue this letter of credit, Safeguard required that it receive the same per share merger consideration as that paid to the other holders of CompuCom common stock. Safeguard also required that CompuCom be obligated to reimburse Safeguard for all fees and expenses incurred by Safeguard in order to obtain and maintain this letter of credit, with this reimbursement obligation not to exceed 1.5% of the aggregate principal of the Safeguard letter of credit per annum.

     At 1 p.m. EDT on May 27, 2004, a meeting of the CompuCom special committee was held. In attendance were Mr. Coleman and Ms. Smith, as well as representatives of outside counsel and the financial advisors to each of the CompuCom special committee and CompuCom. Outside counsel to the special committee again reviewed with the committee their fiduciary duties in considering the proposed transaction, including their role, duties and responsibilities. Following this, outside counsel to CompuCom detailed the respective interests of the committee members, board members generally, Safeguard and management in the merger. Outside counsel then updated the committee on the ongoing negotiations relating to the consents of the landlord and the mortgage servicer, noting that at the time of the meeting these had not yet been obtained, and thus the committee would not be asked for a formal recommendation to the board regarding the transaction at this meeting, but would be given all other information relevant to its determination, with an update to follow upon resolution of the consent issues. Counsel then reviewed in detail the terms of the proposed transaction and the transaction documents. Houlihan Lokey then opined to the CompuCom special committee that the merger consideration of $4.60 per share to be paid to the holders of CompuCom common stock was fair to the non-Safeguard holders of common stock from a financial point of view, as of that date and based upon the assumptions made, matters considered and limitations on the review that was described to the CompuCom special committee. Houlihan Lokey’s presentation included an executive summary, a due diligence summary, a transaction overview, information concerning alternatives considered by CompuCom to the proposed transaction, a company overview, and a fairness analysis. Houlihan Lokey pointed out that in arriving at its fairness conclusion, the report found that the indicated net consideration per share to common stockholders of CompuCom was within the report’s concluded aggregate equity range on a controlling interest basis of $4.25 to $4.90 per share. Houlihan Lokey commented on its use of various analyses, including a market multiple methodology, a comparable transaction methodology and a public share price approach. Houlihan Lokey also provided a draft of its fairness opinion letter. Mr. Harper then asked for Broadview’s comments, particularly with respect to its efforts to identify other possible purchasers and to consider strategic alternatives. Broadview stated that it and Mr. Coleman had revisited the potential strategic and financial purchaser contacts that in the past had shown the most interest in a possible transaction and had found no interest in any transaction that would provide value to CompuCom’s stockholders comparable to the Platinum proposal. It was noted that careful consideration had also been given to the possibility of CompuCom repurchasing the shares of its stock owned by Safeguard as well as other share repurchase alternatives, but it had been concluded that such a transaction would result in CompuCom having a level of indebtedness that would make it challenging for CompuCom to meet its strategic growth objectives. At this point in the meeting, Mr. Coleman, Ms. Smith, the financial advisors and counsel to CompuCom left the meeting and the CompuCom special committee together with its counsel discussed Safeguard’s condition to providing the letter of credit in connection with obtaining landlord consent to the transaction that it receive a per share price for its common stock equal to that paid to the other CompuCom common stockholders. The members of the committee considered whether to pursue further negotiations with Safeguard concerning an allocation of merger proceeds more favorable to the non-Safeguard shareholders, including the possible purchase of the CompuCom preferred stock at a price below its liquidation value. After discussion, the members of the special committee concluded not to reopen negotiations on this matter.

     At 5 p.m. EDT on May 27, 2004, a meeting of the CompuCom board of directors was held. In attendance were representatives of outside counsel and the financial advisors to CompuCom. Outside counsel again reviewed with the board their fiduciary duties in considering the proposed transaction, including their role, duties and responsibilities. Following this, outside counsel detailed the respective interests of the special committee members, board members generally, Safeguard and management in the merger. Outside counsel then updated the board on the ongoing negotiations relating to the consents of the landlord and the mortgage servicer, noting that at the time of the meeting these had not yet been obtained, and thus the board would not be asked for a formal approval regarding the transaction at this meeting, but would be given all other information relevant to its determination, with an update to follow upon resolution of the consent issues. Counsel then reviewed in detail the terms of the proposed transaction and the transaction documents. Broadview then opined to the CompuCom board of directors that the merger consideration of $4.60 per share to be paid to the holders of CompuCom common stock was fair to the non-

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Safeguard holders of common stock from a financial point of view. Broadview’s report included a transaction overview, a due diligence summary, a summary of factors positively and negatively affecting the value of CompuCom, a summary and description of analyses used by Broadview in its determination that the transaction with Platinum was fair, and a summary of the valuation analysis. Broadview then summarized its efforts to identify other possible purchasers and to consider strategic alternatives on the same terms as its report to the CompuCom special committee. The CompuCom special committee then reviewed the process to date for the board and reported its preliminary findings and conclusions, noting that having considered the alternatives to the merger, the terms of the merger, the risks and benefits of the merger and various other considerations, and subject to satisfactory resolution of the two consent issues, it anticipated recommending to the board that it approve the merger and the merger agreement.

     Shortly after the CompuCom board meeting, representatives of Platinum agreed that, based on the fact that it had recently obtained the consent of the landlord to the transaction subject only to obtaining the further consent of the mortgage servicer, Platinum was willing to eliminate the condition to the merger that landlord consent be obtained.

     On the evening of May 27, 2004, a special joint meeting of Safeguard’s special committee and board of directors was held. Mr. Craig provided an update of recent developments that had occurred in connection with the proposed CompuCom transaction. Mr. Davis then provided an update of the financial terms of the proposed CompuCom transaction. A representative of Morgan, Lewis & Bockius LLP reviewed with the board the terms and provisions of the proposed transaction documents and the board’s fiduciary duties in considering the proposed transaction. Representatives of Robert W. Baird & Co. Incorporated presented an overview of the financial aspects of the proposed transaction and orally delivered Baird’s opinion, which was subsequently confirmed in writing, to the effect that, as of May 27, 2004, and based upon the contents of such opinion, including the various assumptions and limitations on the review described in such opinion, the consideration taken as a whole to be received by Safeguard in the CompuCom merger for the CompuCom common stock and convertible preferred stock held by Safeguard was fair, from a financial point of view, to Safeguard. Having considered all of the presentations and following full consideration, the Safeguard special committee unanimously recommended to the Safeguard board that it approve the transaction documents and the transactions contemplated therein. Following full consideration and discussion and a review of the principal reasons for the proposed transaction, the Safeguard board unanimously approved the transaction documents and the transactions contemplated therein and recommended that Safeguard’s shareholders approve the proposed transaction. Safeguard’s board approval was conditioned on the approval of the transaction by CompuCom’s board of directors without dissent and the execution of the transaction documents and announcement of the transaction prior to the opening of the New York Stock Exchange and NASDAQ on May 28, 2004.

     Later in the evening of May 27, 2004, the CompuCom special committee reconvened. In attendance were Mr. Coleman and Ms. Smith, as well as representatives of outside counsel and the financial advisors to each of the special committee and CompuCom. Willkie Farr detailed the developments with respect to the landlord consent, noting the waiver of this condition by Platinum based on its belief that it would obtain the mortgage servicer consent. Houlihan Lokey then reaffirmed its fairness opinion to the CompuCom special committee, noting that in doing so it had considered the increase in the trading prices for CompuCom common shares that had occurred late in the day, resulting in a closing price higher than the per share merger consideration to be paid to CompuCom’s stockholders in the proposed transaction. After discussion of the rise in trading prices and the factors considered at their meeting earlier in the day, the CompuCom special committee unanimously determined that the merger agreement and the transactions contemplated by the merger agreement were fair to, and in the best interests of, the stockholders of CompuCom and unanimously resolved to recommend that the board approve and adopt the merger and the merger agreement and recommend CompuCom stockholders adopt the merger agreement and approve the merger.

     Immediately following this meeting of the CompuCom special committee, the board of CompuCom met to hear and consider the recommendation of the special committee. In attendance were representatives of outside counsel and the financial advisors to CompuCom. Willkie Farr updated the board as to the resolution of the landlord consent issues. Broadview then reaffirmed its fairness opinion to the board, noting that in doing so Broadview, like Houlihan Lokey, had considered the increase in the trading prices for CompuCom common shares that had occurred late in the day, resulting in a closing price higher than the per share merger consideration to be paid to CompuCom’s

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stockholders in the proposed transaction. The special committee reviewed for the board its deliberations and presented its recommendation that the board approve and adopt the merger and the merger agreement and recommend that CompuCom stockholders adopt the merger agreement and approve the merger. The board of directors, having considered the recommendation of the special committee regarding the proposed merger, as well as the factors relating to the merger considered at its prior meeting, including the Broadview fairness opinion, determined unanimously (with two directors not present) that the merger agreement and the transactions contemplated by the merger agreement were fair to, and in the best interests of, CompuCom and its stockholders, and authorized, adopted and approved the merger agreement and the transactions contemplated by such merger agreement and recommended to CompuCom stockholders that they adopt the merger agreement and approve the merger. The two members of the CompuCom board of directors who were unable to attend the board meetings of May 27, 2004 have subsequently confirmed their view that the merger agreement and the transactions contemplated by the merger agreement were fair to, and in the best interests of, CompuCom and its stockholders, and agreed with the board’s decision to authorize, adopt and approve the merger agreement and the transactions contemplated by such merger agreement and recommend that CompuCom stockholders adopt the merger agreement and approve the merger.

     Shortly after this May 27 meeting, the merger agreement and the related documents were executed, and on May 28, 2004, CompuCom and Platinum issued a joint press release and Safeguard issued a press release announcing the execution of the transaction documents and the transaction contemplated thereby.

Recommendation of Our Board of Directors

     After consideration, including discussions with and questioning of our senior management and Safeguard’s legal and financial advisors, our board of directors has unanimously determined that the CompuCom Merger Proposal is advisable and in the best interests of Safeguard and our shareholders and has approved the plan of asset transfer that is the subject of the CompuCom Merger Proposal.

Reasons for the Plan of Asset Transfer and the Recommendations of Our Board of Directors

     Our board of directors unanimously determined that the plan of asset transfer providing for the CompuCom merger pursuant to the CompuCom merger agreement and the principal stockholder agreement is in the best interests of Safeguard and our shareholders and unanimously recommends that our shareholders vote in favor of the CompuCom Merger Proposal and thereby approve and adopt the plan of asset transfer providing for the CompuCom merger pursuant to the CompuCom merger agreement and the principal stockholder agreement.

     Our board of directors believes that the CompuCom merger will be beneficial to Safeguard and our shareholders and considered a number of factors which, in their view, supported their decision to approve the plan of asset transfer that is the subject of the CompuCom Merger Proposal and to recommend it to our shareholders, including the following:

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     Our board of directors also considered a number of potentially negative factors in its deliberations concerning the CompuCom Merger Proposal, including:

Our board of directors believed that, overall, the risks associated with the plan of asset transfer that is the subject of the CompuCom Merger Proposal were outweighed by the potential benefits of the plan of asset transfer. In view of the wide variety of factors considered, our board of directors did not find it practicable to quantify or otherwise assign relative weight to the specific factors considered. However, after taking into account all of the factors set forth above, our board of directors unanimously determined that the CompuCom Merger Proposal is advisable and

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in the best interests of Safeguard and our shareholders and has approved the plan of asset transfer that is the subject of the CompuCom Merger Proposal.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” APPROVAL AND ADOPTION OF THE PLAN OF ASSET TRANSFER THAT IS THE SUBJECT OF THE COMPUCOM MERGER PROPOSAL.

Our Plans Following the CompuCom Merger; Use of Proceeds

     If the CompuCom merger is consummated, our business will consist of two principal operating segments: (i) our strategic subsidiaries which operate primarily in the business decision solutions and healthcare life sciences solutions sectors, and (ii) our non-strategic companies.

     Our strategic subsidiaries are presently comprised of two companies engaged in the Business Decision Solutions sector (Alliance Consulting Group Associates, Inc. and Mantas, Inc.) and one company engaged in the Healthcare Life Sciences Solutions sector (ChromaVision Medical Systems, Inc.). These existing strategic subsidiaries focus on one or more of the following vertical markets: financial services, healthcare and pharmaceutical, manufacturing, retail and distribution and telecommunications. We believe that each of these companies is in the “time-to-volume” stage of development. Time-to-volume is the stage in a company’s life cycle in which it develops around a commercially viable product, service or solution with a sales distribution channel and a corporate infrastructure that has the capability to grow rapidly and achieve market success.

     Alliance Consulting

     Alliance Consulting is an information technology services and consulting firm that provides custom business intelligence solutions by leveraging domain expertise and extensive technical competency. Alliance Consulting has a proven track record in architecting, building and delivering technology solutions for the Fortune 2000 market, offering business intelligence and data warehousing, packaged enterprise solutions, strategy, application development and integration, and managed services. Alliance Consulting’s business intelligence solutions position it to create higher value in partnering, both with our other companies and third parties. Over its ten-year history, Alliance Consulting has developed considerable domain expertise in the pharmaceutical, financial services, manufacturing, healthcare, retail and distribution industries. Some of Alliance Consulting’s clients include DHL, Fidelity Investments and Wyeth. Alliance Consulting maintains a full-time core staff complemented by a flexible combination of hourly and salaried employees and independent contractors which provides clients with specialized engagement teams tailored to their specific business requirements and reduces overhead and optimizes utilization. Alliance Consulting has been a wholly-owned subsidiary since December 2002 and includes aligne, Inc. and Lever8 Solutions, Inc., which were merged into Alliance Consulting shortly after the acquisition. Alliance Consulting’s revenue potential is largely dependent upon spending for information technology services and its ability to compete with local, national and offshore providers of consulting services.

     ChromaVision

     ChromaVision provides a software-based microscope, imaging system called ACIS®, or automated cellular imaging system, which aids pathologists in the analysis of various diseases and conditions. ACIS® uses a proprietary, integrated, analytic software solution based on complex algorithms. ChromaVision’s ACCESS™ remote pathology program allows community-based pathologists to offer the features of image analysis technology to patients and physicians. As of December 31, 2003, ChromaVision had 261 systems billed to its customers, including 95 remote ACCESS™ workstations. Shares of ChromaVision’s common stock trade on the Nasdaq National Market under the symbol “CVSN.” At December 31, 2003, we had a 60% ownership interest in ChromaVision; on February 10, 2004, we acquired additional shares of ChromaVision’s common stock for $5 million, which increased our ownership to 62.5%. In March 2004, ChromaVision entered into a securities purchase agreement with a limited number of accredited investors pursuant to which ChromaVision agreed to issue 10.5 million shares of common stock and warrants to purchase an additional 1.6 million shares of common stock for an aggregate purchase price of $21 million. We funded $7.5 million of the $21 million and our ownership decreased to 56.7%. While we believe that ChromaVision is currently viewed as a market leader, it will face increasing competition from competitors in its existing and expansion markets, which may include immunhistochemistry

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(“IHC”) reagent manufacturers and testing services companies, as well as other imaging companies operating in the IHC field.

     Mantas

     Mantas provides next-generation analytic applications for the global financial services and telecommunications markets. The company’s products are used by global leaders including Citibank, ABN Amro, Merrill Lynch and Verizon to help ensure the integrity of their enterprise and to comply with major industry regulations such as the USA PATRIOT Act and the Basel Capital Accord. All of Mantas’ financial services products are based on its Behavior Detection Platform that encompasses proprietary analytical techniques to provide applications for anti-money laundering, compliance, fraud management and revenue assurance. The Mantas platform can analyze billions of accounts and transactions, all in the context of one another, in order to identify suspicious activities that need further review. During the fourth quarter of 2003, SOTAS, Inc., another of our strategic companies, was merged into Mantas, thereby joining their technologies, target markets, development capabilities, and, ultimately, customer value propositions. We provided $13 million in funding for the merged entity to accelerate the growth of its advanced business analytics product portfolio worldwide. We believe that the combination of the merger and our funding will enhance Mantas’ market position in providing critical risk and performance management applications to financial institutions and telecommunications providers. Mantas is a private company that was spun-off from SRA International, Inc. in May 2001. At December 31, 2003, we had an 84% ownership interest in Mantas. Mantas faces significant competition from large consulting firms and software development businesses.

     Our non-stratgeic companies include approximately 8 public and private companies in various stages of development and some private equity funds. These are companies and funds in which we either do not have a majority voting interest or which are not within our strategic focus. While we intend to continue to support these companies operationally and, in appropriate circumstances, financially, we generally consider these companies to be sources of capital for future strategic initiatives rather than long term operating subsidiaries of Safeguard.

     Upon consummation of the CompuCom merger, our cash balances will be increased by approximately $128 million. We presently plan to use these proceeds to increase our ownership interest in our strategic subsidiaries thereby funding their respective growth plans; to acquire new strategic subsidiaries; to escrow five years of interest payments (approximately $19.7 million) for our convertible senior debentures with a stated maturity of 2024, pursuant to the terms of such debentures; to retire the remaining $54.8 million of our 5% convertible subordinated notes due 2006, pursuant to the terms of the 2024 debentures; depending upon market conditions from time to time, to consider steps to modify our capital structure (which may include the repurchase of a portion of our outstanding equity securities or debt); and for our general corporate purposes (including the payment of Safeguard’s transaction expenses related to the CompuCom merger). Though we continually evaluate acquisition opportunities, we currently do not have any specific plans, negotiations or agreements regarding any potential, material acquisitions. While Safeguard continues to evaluate its strategy in response to market opportunities and other factors, Safeguard anticipates that any new acquisitions will involve majority interests in companies that are either in the business decision or healthcare life sciences solutions sectors or are complementary to Safeguard’s existing strategic subsidiaries. Safeguard has no intention of investing in additional private equity funds and may seek to reduce its ownership interest in, and its commitments to, the funds it currently holds.

     Though we continually evaluate acquisition opportunities, as of the date of this proxy statement we do not have any specific plans, negotiations or agreements regarding any potential material acquisitions.

     In connection with a loan we made in 2001 to Warren V. Musser, then our Chief Executive Officer, Mr. Musser granted us a security interest in all shares of CompuCom common stock held directly by him. Any merger proceeds received by Mr. Musser for shares of CompuCom common stock held directly by him will be paid directly to Safeguard. As of June 15, 2004, Mr. Musser directly owned 443,283 shares of CompuCom common stock. The $128 million of gross cash proceeds to be received by Safeguard in connection with the CompuCom merger does not include any proceeds to be paid to Safeguard as a result of these CompuCom shares pledged as collateral.

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Opinion of Safeguard’s Financial Advisor - Robert W. Baird & Co. Incorporated

     The board of directors of Safeguard retained Robert W. Baird & Co. Incorporated (“Baird”) in connection with the CompuCom merger proposal to act as its financial advisor and to render an opinion as to the fairness, from a financial point of view, of the consideration taken as a whole to be received by Safeguard for Safeguard's common stock and convertible preferred stock (collectively the “Securities”) in CompuCom pursuant to the CompuCom merger.

     On May 27, 2004, Baird rendered its written opinion to the board of directors of Safeguard to the effect that, as of such date, and based upon and subject to the contents of such opinion, including the various assumptions and limitations set forth therein, the consideration taken as a whole to be received by Safeguard for its Securities in the CompuCom merger was fair, from a financial point of view, to Safeguard.

     Baird was not requested to analyze, and did not analyze, the fairness, from a financial point of view, of the respective portions of the consideration payable separately with respect to the CompuCom common stock or the CompuCom preferred stock owned by Safeguard.

     The full text of Baird’s written opinion, dated May 27, 2004, which sets forth the assumptions made, general procedures followed, matters considered and limitations on the scope of review undertaken by Baird in rendering its opinion, is attached as Appendix C to this proxy statement and is incorporated herein by reference. Baird’s opinion is directed only to the fairness, as of the date of the opinion and from a financial point of view, of the consideration taken as a whole to be received by Safeguard and does not constitute a recommendation to any shareholder as to how such shareholder should vote with respect to the CompuCom merger. The summary of Baird’s opinion set forth below is qualified in its entirety by reference to the full text of the opinion attached as Appendix C to this proxy statement. Safeguard shareholders are urged to read the opinion carefully in its entirety.

     In conducting its investigation and analysis and in arriving at its opinion, Baird reviewed such information and took into account such financial and economic factors as it deemed relevant under the circumstances, including particularly Safeguard’s strategic decision to obtain immediate liquidity for its Securities. In that connection, subject to the limitations on the scope and extent of Baird’s investigation, analysis and opinion described above and below, Baird, among other things:

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     Baird held discussions with members of Safeguard’s senior management and CompuCom’s senior management concerning CompuCom’s historical and current financial condition and operating results, as well as the future prospects of CompuCom. Subject to the limitations on the scope and extent of Baird’s investigation, analysis and opinion described above, Baird also considered such other information, financial studies, analysis and investigations and financial, economic and market criteria which it deemed relevant for the preparation of its opinion.

     In arriving at its opinion, Baird assumed and relied upon the accuracy and completeness of all of the financial and other information that was publicly available or provided to Baird by or on behalf of CompuCom or Safeguard. Baird was not engaged to independently verify, and did not independently verify, and did not assume any responsibility to verify, any such information, and Baird assumed that neither Safeguard nor CompuCom was aware of any information prepared by it or its advisors that might be material to Baird’s opinion that was not provided to Baird. Baird assumed that:

     In conducting its review, Baird did not undertake or obtain an independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of CompuCom or make a physical inspection of the properties or facilities of CompuCom. Baird relied as to all legal matters regarding the CompuCom merger on the advice of counsel of Safeguard and CompuCom. In each case Baird made the assumptions above with the consent of Safeguard’s board of directors.

     Baird’s opinion necessarily was based upon economic, monetary and market conditions as they existed and could be evaluated on the date of its opinion, and its opinion does not predict or take into account any changes which may occur, or information which may become available, after the date of its opinion. It should be understood that, although subsequent developments may affect its opinion, Baird does not have any obligation to update, revise or reaffirm its opinion. Baird’s opinion does not constitute a recommendation to any shareholder of Safeguard as to

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how such shareholder should vote with respect to the CompuCom merger, and should not be relied upon by any shareholder as such.

     Baird’s opinion does not address the relative merits or risks of the CompuCom merger, the CompuCom merger agreement, the principal stockholders agreement, or any other agreements or matters provided for or contemplated by the CompuCom merger agreement, any other transaction that may be or might have been available as an alternative to the CompuCom merger or the CompuCom merger compared to any other business strategies considered by CompuCom’s board of directors or Safeguard’s board of directors.

     The following is a summary of the material financial analyses performed by Baird in connection with rendering its opinion, which is qualified in its entirety by reference to the full text of such opinion attached as Appendix C to this proxy statement and to the other disclosures contained in this section. The following summary, however, does not purport to be a complete description of the financial analyses performed by Baird. The order of analyses described does not represent relative importance or weight given to the analyses performed by Baird. Some of the summaries of the financial analyses include information presented in a tabular format. These tables must be read together with the full text of each summary and alone are not a complete description of Baird’s financial analyses. Equity values and equity values per share in the analyses below represent the implied valuation of CompuCom common stock assuming that Safeguard receives the full $15 million liquidation value for its shares of preferred stock in accordance with the terms of those securities. Baird’s opinion is directed only to the fairness, from a financial point of view, of the consideration taken as a whole to be received by Safeguard, and as such the equity values and equity values per share below should not be taken as an indication of fairness, from a financial point of view, of the consideration to be received by Safeguard for its CompuCom common stock is isolation. Except as otherwise noted, the following quantitative information is based on market and financial data as it existed on or before May 27, 2004 and is not necessarily indicative of current market conditions.

     Analysis of CompuCom Implied Merger Multiples. Baird calculated the “implied total equity purchase price” and “implied enterprise purchase price” of CompuCom as a result of the CompuCom merger to be $238.7 million and $180.2 million, respectively. The implied total equity purchase price for CompuCom was obtained by multiplying the implied per share equity purchase price by the total number of common shares outstanding, plus shares issuable upon exercise of stock options and shares issuable under the employee stock purchase plan, less net proceeds from the exercise of such stock options and purchase of such shares. The implied enterprise purchase price for CompuCom was obtained by adding CompuCom’s outstanding total debt, including preferred stock and contingent liabilities associated with management employment agreements to, and subtracting CompuCom’s cash and cash equivalents balances from, the implied total equity purchase price.

     In performing its analysis, Baird used, among other items, operating statistics exclusive of non-recurring items, for CompuCom’s latest twelve months (or “LTM”) ended March 31, 2004. Baird calculated multiples of the implied enterprise purchase price to CompuCom’s LTM, estimated 2004 and projected 2005 revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”), and earnings before interest and taxes (“EBIT”). Baird also calculated multiples of the implied total equity purchase price to CompuCom’s LTM, and estimated 2004 and projected 2005 net income. The table below summarizes the results of this analysis and is qualified in its entirety by reference to other disclosures contained in this section and Baird’s opinion attached as Appendix C to this proxy statement.

     Analysis of CompuCom’s Valuation Premiums. Baird compared the premium to holders of CompuCom common stock represented by the implied per share equity purchase price of $4.60 to the closing prices for CompuCom common stock on May 26, 2004, and on the dates seven days, 15 days, the average closing price from April 28, 2004 to May 26, 2004 which includes all trading days subsequent to CompuCom’s first quarter earnings announcement, 30 days, 45 days, 60 days, 90 days, 120 days and 180 days prior to May 27, 2004, as well as the 52-week high and low closing prices. Baird calculated that the implied equity purchase price per share represented the following premiums to holders of CompuCom common stock:

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     Analysis of Selected Publicly Traded CompuCom Comparable Companies. Baird reviewed certain publicly available financial information as of the most recently reported period and stock market information as of May 26, 2004 for five publicly traded companies that Baird deemed relevant. The group of selected publicly traded companies is listed below:

     Baird selected these companies based on its review of publicly traded companies that possessed general business, operating and financial characteristics representative of companies in the industry in which CompuCom operates. Baird noted that none of the companies reviewed was identical to CompuCom and that, accordingly, the analysis of these companies necessarily involved complex considerations and judgments concerning differences in the business, financial and operating characteristics of each company and other factors that affect the public market values of these companies.

     For each selected company, Baird calculated its equity value by multiplying the closing stock price of each company as of May 26, 2004, by the total number of outstanding shares on a fully diluted basis. In addition, Baird calculated the enterprise value for each selected company by adding the book value of outstanding total debt, preferred stock and minority interests to, and subtracting cash and cash equivalents from, equity value. Baird then

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calculated multiples of enterprise value to each selected company’s LTM, estimated 2004 and projected 2005 revenue, EBITDA and EBIT, exclusive of non-recurring items, as of the most recently reported period. Baird also calculated multiples of each selected company’s price per share to its LTM, estimated 2004 and projected 2005 diluted earnings per share, exclusive of non-recurring items. LTM financial and market data for the selected companies was based on information publicly available as of May 26, 2004 and estimated and projected financial data for the selected companies was based on publicly available equity research analyst reports. Baird then compared the trading multiples for the selected companies to relevant CompuCom implied merger multiples, as implied in the CompuCom merger, based on CompuCom’s operating results for the LTM period ended March 31, 2004, estimated 2004 and projected 2005. The table below summarizes the results of this analysis and is qualified in its entirety by reference to the other disclosures contained in this section and Appendix C of this proxy statement.