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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
INACOM CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.10
(Title of Class of Securities)
45323G109
(CUSIP Number)
Mr. K. Tucker Andersen
Cumberland Associates
1114 Avenue of the Americas
New York, New York 10036
(212) 536-9700
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
August 15, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
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SCHEDULE 13D
CUSIP No. 45323G109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CUMBERLAND ASSOCIATES
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC,00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
329,500
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 70,500
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 329,500
WITH
10. SHARED DISPOSITIVE POWER
70,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14. TYPE OF REPORTING PERSON*
PN, IA
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Item 1. Security and Issuer.
This Amendment No. 1, which is being filed pursuant to Rule
13d-2 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), amends the Schedule 13D, filed April 26,
1995 (the "Schedule 13D"), of Cumberland Associates, a New York limited
partnership, and relates to the Common Stock, par value $.10 per share (the
"Common Stock" or the "Shares"), of InaCom Corp. (the "Company"), which has its
principal executive offices at 10810 Farnam, Omaha, Nebraska 68154. Unless
otherwise indicated, all capitalized terms used herein but not defined herein
shall have the meanings ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in
its entirety to read as follows:
This statement is being filed by Cumberland Associates.
Cumberland Associates is a limited partnership organized under the laws of the
State of New York, and is engaged in the business of managing, on a
discretionary basis, ten securities accounts, the principal one of which is
Cumberland Partners. The address of the principal business and office of
Cumberland Associates is 1114 Avenue of the Americas, New York, New York 10036.
K. Tucker Andersen, Richard Reiss, Jr., Oscar S. Schafer,
Bruce G. Wilcox, Glenn Krevlin, Andrew Wallach and Eleanor Poppe are the
general partners (the "General Partners")
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of Cumberland Associates. The business address of each of the General Partners
is the same as that of Cumberland Associates. Each of the General Partners is
a citizen of the United States.
Neither Cumberland Associates nor any of the General Partners
have, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has any such person,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in
its entirety to read as follows:
As of the date hereof, Cumberland Associates held and
beneficially owned 400,000 shares of Common Stock. The aggregate purchase price
of the Common Stock purchased by Cumberland Associates on behalf of Cumberland
Partners, Longview Partners and the other managed accounts was $4,521,950. Of
this amount, Cumberland Associates invested approximately $3,189,338 on behalf
of Cumberland Partners, $404,875 on behalf of LongView Partners and $927,737 on
behalf of eight of Cumberland Associates' other account holders. The source of
funds for the purchase of all such Common Stock by Cumberland Associates was a
combination of
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investment capital contributed by Cumberland Partners, LongView Partners and
the eight other managed accounts and margin borrowings through the margin
accounts of the account holders maintained with Morgan Stanley & Co.
Incorporated.
By virtue of Rule 13d-3 under the Exchange Act, each of the
General Partners may be deemed the beneficial owner of all of the Common Stock
purchased by Cumberland Associates on behalf of Cumberland Partners, LongView
Partners and the other managed accounts, and therefore each General Partner may
be deemed to have invested the aggregate amount of funds noted above. None of
the General Partners has independently invested any of his or her funds for the
purpose of purchasing the Common Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in
its entirety to read as follows:
As of the date hereof, Cumberland Associates beneficially
owned 400,000(1) shares of Common Stock representing 3.9%(2) of the Common
Stock deemed outstanding on the date hereof.
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(1) As to 329,500 Shares of which, there is sole voting power and sole
power to dispose or to direct the disposition of such Shares; as to
70,500 Shares of which, there is shared voting power and shared power
to dispose or to direct the disposition of such Shares because the
eight other account holders may be deemed beneficial owners of such
Shares pursuant to Rule 13d-3 under the Act as a result of their right
to terminate their discretionary accounts within a period of 60 days.
(2) Based on 10,142,339 shares of Common Stock outstanding, as indicated
in the Company's Form 10-Q for the quarterly period ended June 29,
1996.
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Set forth in Appendix A attached hereto and incorporated
herein by reference are descriptions of the transactions in the Common Stock
effected by Cumberland Associates within the period beginning 60 days prior to
August 15, 1996 and ending on the date of this filing.
In addition, each of the General Partners may, by virtue of
his position as general partner of Cumberland Associates, be deemed, pursuant to
Rule 13d-3 under the Act, to own beneficially the Common Stock of which
Cumberland Associates would possess beneficial ownership. Other than in their
respective capacities as general partners of Cumberland Associates, none of the
General Partners is the beneficial owner of any Common Stock.
As of August 15, 1996, Cumberland Associates is no longer the
beneficial owner of more than five (5) percent of the Common Stock outstanding.
Accordingly, until such time as Cumberland Associates acquires, directly or
indirectly, beneficial ownership of Common Stock in excess of the five (5)
percent threshold, Cumberland Associates is no longer required to report
pursuant to Rule 13d-1 with respect to the Common Stock.
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After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: August 23, 1996
CUMBERLAND ASSOCIATES
By: /s/ K. Tucker Andersen
K. Tucker Andersen
General Partner
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APPENDIX A*
1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
<TABLE>
<CAPTION>
DATE OF NO. OF UNITS PURCHASED NO. OF UNITS PRICE PER
TRANSACTION SOLD UNIT
----------- ----------------------- ------------ ----------
<S> <C> <C> <C>
8/20/96 20,000 $26-7/8
8/19/96 60,000 $26.6771
8/16/96 20,000 $26-5/16
8/15/96 53,000 $26.506
8/12/96 5,000 $25
7/25/96 2,000 $23-3/8
7/9/96 8,000 $17-7/8
<FN>
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* Each of the transactions set forth in this Appendix was a
regular way transaction.
</TABLE>
