UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 8, 1998
InaCom Corp.
(Exact name of registrant as specified in its charter)
Delaware 0-16114 47-0681813
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
10810 Farnam Drive, Suite 200, Omaha Nebraska 68154
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(402) 392-3900
Item 5. OTHER EVENTS.
On October 8, 1998, InaCom, a Delaware corporation ("InaCom"), and
Vanstar Corporation, a Delaware corporation ("Vanstar"), entered into an
Agreement and Plan of Merger (the "Merger Agreement") by which InaCom will
acquire Vanstar through the merger of a wholly-owned subsidiary of InaCom with
and into Vanstar. Under the terms of the Merger Agreement, Vanstar stockholders
will receive .64 shares of InaCom common stock in exchange for each share of
Vanstar common stock held by them upon consummation of the merger. The
transaction, which is subject to regulatory and stockholder approval, pooling of
interests accounting treatment and certain other customary closing conditions,
is expected to close during the fourth quarter of 1998 or the first quarter of
1999. The merger is intended to be a tax-free exchange. In connection with the
transaction, InaCom has agreed to increase the size of its Board of Directors
from nine to 13 members, with three of the additional members designated by
Vanstar from its current board and one of the additional members designated by
Warburg, Pincus Capital Company, L.P.
Warburg Pincus, holder of 38% of the outstanding Vanstar common stock,
executed an agreement to vote its shares for approval of the Merger Agreement at
the special stockholders meeting of Vanstar to be held for that purpose.
As inducements to enter into the Merger Agreement, (i) InaCom granted
Vanstar an option to purchase up to 19.9% of the shares of InaCom common stock
at an exercise price of $17-3/8 per share and (ii) Vanstar granted InaCom an
option to purchase up to 19.9% of the shares of Vanstar common stock at an
exercise price of $9-1/8 per share. Each option is exercisable following an
acquisition proposal for the issuing company and the occurrence of certain
further triggering events, none of which has occurred as of the date hereof.
The foregoing description of the terms of the transaction is qualified
in its entirety by reference to the Merger Agreement, the voting agreement and
the option agreements all of which are attached hereto as exhibits.
Item 7. Exhibits.
99.1. Agreement and Plan of Merger dated as of October 9, 1998
99.2 Voting Agreement dated as of October 8, 1998
99.3 InaCom Stock Option Agreement dated as of October 8, 1998
99.4 Vanstar Stock Option Agreement dated as of October 8, 1998
99.5 Joint Press Release issued October 9, 1998
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INACOM CORP.
October 9, 1998 /s/ David C. Guenthner
By:______________________
David C. Guenthner
Executive Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Description
99.1. Agreement and Plan of Merger dated as of October 8, 1998
99.2 Voting Agreement dated as of October 8, 1998
99.3 InaCom Stock Option Agreement dated as October 8, 1998
99.4 Vanstar Stock Option Agreement dated as of October 8, 1998
99.5 Joint Press Release issued October 9, 1998