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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
October 8, 1998
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Date of Report (Date of earliest event reported)
VANSTAR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-14192 94-2376431
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1100 Abernathy Road
Building 500, Suite 1200
Atlanta, Georgia 30328
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(Address of principal executive offices) (Zip Code)
(770) 522-4700
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Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS
On October 8, 1998, Vanstar Corporation, a Delaware
corporation (the "Registrant"), and Inacom Corp., a Delaware
corporation ("Inacom"), entered into an Agreement and Plan of
Merger (the "Merger Agreement"), pursuant to which Inacom will
acquire the Registrant through the merger of a wholly-owned
subsidiary of Inacom with and into the Registrant. Under the
terms of the Merger Agreement, holders of the Registrant's common
stock, par value $.001 per share (the "Registrant's Common
Stock"), will receive 0.64 shares of Inacom common stock, par
value $.10 per share ("Inacom Common Stock"), in exchange for
each share of the Registrant's Common Stock held by such person
at the time of 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. The additional directors
will include: Bill Tauscher, Chairman of the Board and Chief
Executive Officer of the Registrant; a Managing Director of
Warburg Pincus & Co., LLC, an affiliate of Warburg, Pincus
Capital Company, L.P. ("Warburg Pincus"), holder of approximately
38% of the outstanding Registrant Common Stock; and two other
members to be designated by the Registrant from its current
board. In connection with the transaction, Warburg Pincus
executed an agreement to vote its shares for approval of the
Merger Agreement at the special stockholders' meeting of the
Registrant to be held for that purpose.
As inducements to enter into the Merger Agreement, (i)
Inacom granted the Registrant an option to purchase up to 19.9%
of the shares of Inacom Common Stock at an exercise price of
$17.375 per share and (ii) the Registrant granted Inacom an
option to purchase up to 19.9% of the shares of the Registrant's
Common Stock at an exercise price of $9.125 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
incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
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 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*
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* Filed as same exhibit number to that Current Report on Form
8-K filed by Inacom Corp. (Commission File Number 0-16114)
on October 9, 1998 and incorporated herein by reference.
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.
VANSTAR CORPORATION
Date: October 9, 1998
By: /s/ H. CHRISTOPHER COVINGTON
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H. Christopher Covington
Senior Vice President, General
Counsel and Corporate Secretary
INDEX TO EXHIBITS
Exhibit Description
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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 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*
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* Filed as same exhibit number to that Current Report on Form
8-K filed by Inacom Corp. (Commission File Number 0-16114)
on October 9, 1998 and incorporated herein by reference.