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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
INACOM CORP.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
45323G-10-9
(CUSIP Number)
Rick Inatome
1800 West Maple Road, Troy, Michigan 48084, (810)
649-5580
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 23, 1995
(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 / /.
(A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial
ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
(Continued on following page(s))
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SCHEDULE 13D
CUSIP No. 45323G-10-9
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Rick Inatome
2 Check The Appropriate Box If A Member Of A Group*
(a) X
(b)
3 SEC Use Only
4 Source of Funds*
OO, PF
5 Check Box If Disclosure Of Legal Proceedings Is
Required Pursuant To Items 2(d) or 2(E)
6 Citizenship Or Place of Organization
U.S.A.
Number Of 7 Sole Voting Power
Shares -0-
Beneficially 8 Shared Voting Power
Owned By 609,221
Each 9 Sole Dispositive Power
Reporting 366,426
Person 10 Shared Dispositive Power
With 88,622
11 Aggregate Amount of Beneficially Owned By Each
Reporting Person
609,221
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares*
13 Percent Of Class Represented By Amount In Row (11)
6.1%
14 Type Of Reporting Person*
IN
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SCHEDULE 13D
CUSIP No. 45323G-10-9
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph T. Inatome
2 Check The Appropriate Box If A Member Of A Group*
(a) X
(b)
3 SEC Use Only
4 Source of Funds*
OO, PF
5 Check Box If Disclosure Of Legal Proceedings Is
Required Pursuant To Items 2(d) or 2(E)
6 Citizenship Or Place of Organization
U.S.A.
Number Of 7 Sole Voting Power
Shares -0-
Beneficially 8 Shared Voting Power
Each 609,221
Reporting 9 Sole Dispositive Power
Person 74,698
With 10 Shared Dispositive Power
-0-
11 Aggregate Amount of Beneficially Owned By Each
Reporting Person
609,221
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares*
13 Percent Of Class Represented By Amount In Row (11)
6.1%
14 Type Of Reporting Person*
IN
This is the seventh amendment to a Statement on Schedule
13D originally filed with the Securities and Exchange
Commission on August 16, 1991 (the "Original Statement") by
Rick Inatome and Joseph Inatome with respect to the common
stock, par value $.10 per share (the "Common Stock"), of
InaCom Corp., a Delaware corporation (the "Issuer"). As
required by Rule 101(a)(2)(ii) of Regulation S-T, the
entire text of the Original Statement, as amended, has been
restated in its entirety. In addition, Items 3 and 5 of
the Original Statement, as amended, are further amended as
set forth below:
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Item 1. Security and Issuer.
[Original Statement] This Statement relates to
the common stock, par value $.10 per share (the "Common
Stock"), of InaCom Corp. (the "Issuer"). The address of
the principal executive office of the Issuer is 10810
Farnam Drive, Suite 200, Omaha, Nebraska 68154.
Item 2. Identity and Background.
[Original Statement] This Statement is filed on
behalf of Rick Inatome and Joseph T. Inatome (the
"Inatomes"), citizens of the United States of America. The
principal occupation of Rick Inatome is Chairman of the
Board of the Issuer and the principal occupation of Joseph
Inatome is director of the Issuer and consultant to its
wholly-owned subsidiary, Inacomp Computer Centers, Inc.
("Inacomp"), 1800 West Maple Road, Troy, Michigan 48084.
During the last five years, neither of the Inatomes has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding,
become 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.
[Original Statement] Each of the Inatomes
acquired his shares of Common Stock in exchange for all of
his shares of Inacomp common stock, at the rate of .5609 of
a share of Common Stock plus $1.00 in cash for each share
of Inacomp common stock owned, pursuant to the merger of a
wholly-owned subsidiary of the Issuer into Inacomp on
August 6, 1991 (the "Merger"). Options held by the
Inatomes to purchase Inacomp common stock prior to the
Merger were converted in the Merger into options to
purchase Common Stock pursuant to a formula set forth in
the Agreement and Plan of Merger, dated as of April 17,
1991, between the Issuer, Inacomp and Proval, Inc. (the
"Merger Agreement").
[Amendment No. 7] Item 3 is amended to add the
following information:
Purchases made subsequent to the filing of the Original
Statement in the market or upon exercise of options were
made with personal funds.
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Item 4. Purpose of Transaction.
[Original Statement] Each of the Inatomes
acquired his shares of Common Stock pursuant to the Merger
as described in Item 3 and such shares are held as a long
term equity investment in the Issuer. Pursuant to a Voting
Agreement between Valmont Industries, Inc. ("Valmont"),
Inacomp, the Issuer, the Inatomes and A. Nan Inatome, dated
as of April 17, 1991 (the "1991 Voting Agreement"), the
Inatomes were appointed to fill newly created vacancies on
the Issuer's Board of Directors. Rick Inatome serves the
Issuer as Chairman of the Board pursuant to an Employment
Agreement dated April 17, 1991 between Rick Inatome and the
Issuer, effective upon consummation of the Merger (the
"Employment Agreement"). See Item 6. Each of the Inatomes
may consult with the Issuer or other persons about the
Issuer and its business from time to time and each may
acquire additional shares of Common Stock from time to time
in the open market, in privately negotiated transactions or
otherwise or may dispose of the shares of Common Stock he
holds. Each of the Inatomes has no other present plans or
proposals with respect to the Issuer of the kind set forth
under Item 4 of the Schedule 13D Instructions.
[Amendment No. 1] Rick Inatome has filed a Form
144 giving notice of his intent to sell up to an additional
10,000 shares in the market and Joseph Inatome has filed a
Form 144 giving notice of his intent to sell up to an
additional 25,177 shares in the market. To the extent such
shares have not been sold prior to the date of this
amendment, each of Rick Inatome and Joseph Inatome,
individually and not in concert with one another, intend to
sell such shares as market conditions permit and within the
limitations of Rule 144 promulgated under the Securities
Act of 1933.
[Amendment No. 5] On September 30, 1993, the
Voting Agreement, dated October 6, 1983, among certain
shareholders of the Issuer, including Rick Inatome, Joseph
Inatome and Nan Inatome (the "1983 Voting Agreement"),
expired in accordance with its terms. As of the same date,
Rick Inatome, Joseph Inatome and their spouses entered into
a new Voting Agreement (the "1993 Voting Agreement"). See
Item 6 and Exhibit 5. Rick Inatome and Joseph Inatome have
no present intention to request any other shareholder of
the Issuer, including those who were parties to the 1983
Voting Agreement, to become parties to the 1993 Voting
Agreement; however, subject to applicable law, they reserve
the right to do so. Except as described above and in the
Original Statement as previously amended, Rick Inatome and
Joseph Inatome have no present plans or proposals with
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respect to the Issuer or the Common Stock of the kind set
forth under the Instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a) and (b) are amended and restated in
their entirety to read as follows:
(a) [Amendment No. 7] Rick Inatome and Joseph
Inatome each beneficially own 609,221 shares of Common
Stock, constituting approximately 6.1% of the issued and
outstanding shares of Common Stock. The number of shares
of Common Stock beneficially owned includes 96,692 shares
which Rick Inatome has the right to acquire pursuant to
employee stock options which are exercisable currently or
within the next 60 days, and 1,122 shares beneficially
owned by Joyce Inatome, the spouse of Rick Inatome.
(b) [Amendment No. 7] Ownership of the shares
disclosed above in paragraph 5(a) and the power of Rick
Inatome and Joseph Inatome to vote and dispose of such
shares is described below. Voting power with respect to
all such shares is reported as shared among Rick Inatome
and Joseph Inatome by virtue of the 1993 Voting Agreement
pursuant to which they have been appointed proxies to vote
shares held by them and their spouses.
Voting
Dispositive
# Shares Manner Owned Power
Power
269,734 Rick Inatome individually shared
sole(1)
87,500 Rick & Nan Inatome jointly shared
shared(2)
1,122 Rick & Joyce Inatome jointly shared
shared(3)
1,122 Joyce Inatome under UGMA shared
none
74,698 Joseph Inatome individually shared
sole(4)
78,353 Nan Inatome individually shared
none
96,692 Rick Inatome, options exercisable
currently or within 60 days shared
sole
(1) Includes 12,370 shares as to which disposition power
is subject to the terms of the Issuer's 1990 Stock
Plan.
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(2) Dispositive power is shared between Rick Inatome and
Nan Inatome by virtue of joint ownership.
(3) Voting and dispositive power is shared between Rick
Inatome and Joyce Inatome by virtue of joint
ownership.
(4) Includes 2,900 shares as to which disposition power is
subject to the terms of the Issuer's 1990 Stock Plan.
(c) [Original Statement] The only transaction in
the Common Stock by the Inatomes during the past 60 days
was pursuant to the Merger which became effective on August
6, 1991. In the Merger, each outstanding share of Inacomp
common stock (other than shares held by persons validly
exercising dissenters rights and treasury shares held by
Inacomp), including shares held by the Inatomes, the other
parties to the 1983 Voting Agreement and the Inacomp 401(k)
Plan, was exchanged for .5609 of a share of Common Stock
and $1.00 in cash. In addition, options to purchase
Inacomp common stock were converted into options to
purchase Common Stock in accordance with a formula in the
Merger Agreement. All of the Common Stock beneficially
owned by the Inatomes was acquired pursuant to the Merger.
[Amendment No. 1] The Inatomes have engaged in
the following transactions in the Common Stock during the
60 days prior to the date of this amendment:
On December 12, 1991, Rick Inatome received a
grant of 1,110 restricted shares under the Issuer's 1990
Stock Plan.
On February 20, 1992, Joseph Inatome exercised
options to purchase 13,136 shares at the following prices:
Number of shares Exercise price per share
1,853 $7.02
1,925 $6.63
2,566 $5.85
3,394 $9.75
2,757 $10.14
641 $8.39
Joseph Inatome made the following sales in the open
market:
Date Number of Shares Price
2-13-92 5,000 $14.00
2-14-92 5,000 $14.00
2-18-92 3,136 $14.00
2-20-92 2,179 $13.50
2-21-92 10,000 $13.50
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Rick Inatome made the following sales in the open
market:
Date Number of Shares Price
2-10-92 48,364 $13.75
2-11-92 45,870 $14.1297
2-13-92 10,000 $14.0625
2-14-92 5,000 $14.00
2-21-92 6,766 $13.875
In addition, sales by other parties to the 1983 Voting
Agreement have reduced the number of shares beneficially
owned by each of the Inatomes.
[Amendment No. 2] The Inatomes have engaged in the
following transactions in the Common Stock since the date
of the preceding amendment to the Original Statement:
Joseph Inatome made the following sales in the open
market:
Date Number of Shares Price
2-24-92 10,000 $13.50
2-25-92 4,000 $13.00
2-25-92 10,564 $12.75
2-26-92 613 $12.75
Rick Inatome sold 10,000 shares in the open market on
2-27-92 at $13.00 per share. In addition, 1,403 shares
held in his account under the Inacomp 401(k) Plan were sold
by the plan trustee in February 1992 at an average price of
$13.49 per share.
Sales by other parties to the 1983 Voting Agreement
have reduced the number of shares beneficially owned by
each of the Inatomes.
[Amendment No. 3] The Inatomes have engaged in the
following transactions in the Common Stock since the date
of the preceding amendment to the Original Statement:
Joseph Inatome made the following sales in the open
market:
Date Number of Shares Price
1-26-93 7,000 $20.875
1-26-93 3,000 $20.50
1-27-93 15,000 $20.50
1-28-93 12,356 $20.625
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Joseph Inatome received a grant of 600 shares of
Common Stock under the Issuer's 1990 Stock Plan on April
28, 1992.
Rick Inatome made the following sales in the open
market:
Date Number of Shares Price
2-2-93 20,000 $22.50
2-2-93 10,000 $23.00
2-3-93 5,000 $23.50
2-4-93 5,000 $24.125
2-4-93 5,000 $23.875
2-4-93 2,807 $24.00
2-8-93 5,000 $25.375
Rick Inatome received a grant of 11,260 shares on
December 17, 1992, a grant of options to purchase 11,250
shares at $14.25 per share on February 20, 1992 and a grant
of options to purchase 10,000 shares at $14.50 per share on
December 17, 1992, all pursuant to the Issuer's 1990 Stock
Plan.
Sales by other parties to the 1983 Voting Agreement
have reduced the number of shares beneficially owned by
each of the Inatomes.
[Amendment No. 4] The Inatomes have engaged in the
following transactions in the Common Stock since the date
of the preceding amendment to the Original Statement:
Joseph Inatome's spouse sold 2,000 shares on February
25, 1993 at $21.75 per share in the open market. Such
shares were subject to the 1983 Voting Agreement.
On February 1, 1993, Rick Inatome exercised stock
options as follows: 31,766 shares at $7.02 per share;
6,417 shares at $6.63 per share; 9,624 shares at $5.85 per
share. The sale of the shares acquired upon exercise was
reported in the Third Amendment to this Schedule 13D.
In addition, sales by other parties to the 1983 Voting
Agreement since the filing of the previous amendment have
reduced the number of shares beneficially owned by each of
the Inatomes.
[Amendment No. 5] Rick Inatome and Joseph Inatome
have not engaged in any transactions in the Common Stock
since the date of the preceding amendment to the Original
Statement. However, the 1983 Voting Agreement expired in
accordance with its terms on September 30, 1993 and the
<PAGE>
1993 Voting Agreement became effective on September 30,
1993.
[Amendment No. 6] Rick Inatome purchased 20,000
shares on December 23, 1993 at $13.00 per share and 10,000
shares on December 31, 1993 at $13.50 per share in private
transactions. Nan Inatome sold 5,000 shares on February
15, 1994 at $20.25, 5,000 shares on February 17, 1994 at
$20.625 and 5,000 shares on March 16, 1994 at $18.50 in
market transactions.
[Amendment No. 7] Paragraph (c) is amended to add the
following information:
The Inatomes have engaged in the following
transactions in the Common Stock since the date of the
preceding amendment to the Original Statement:
Rick Inatome purchased 10,000 shares on April 28, 1994
at $11.625 per share in the open market. Joseph Inatome
received grants of 700, 700 and 900 shares on April 19,
1993, April 21, 1994 and April 20, 1995, respectively,
under the Issuer's 1990 Stock Plan. Joseph Inatome also
made the following market sales:
Date Shares Price
May 8, 1995 5,000 $9.625
May 8, 1995 5,000 9.50
May 9, 1995 5,000 9.75
May 10, 1995 5,000 9.875
May 15, 1995 5,000 10.50
May 17, 1995 5,000 10.875
May 18, 1995 5,000 11.00
May 23, 1995 5,000 11.125
Other changes in beneficial ownership are attributable
to the vesting and expiration of certain stock options held
by the Inatomes.
(d) [Original Statement] The record holders of the
shares of Common Stock subject to the 1983 Voting Agreement
have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale
of, such shares.
[Amendment No. 7] Paragraph (d) is amended to add the
following information:
The record holders of the shares of Common Stock
subject to the 1993 Voting Agreement have the right to
<PAGE>
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such shares.
(e) [Original Statement] Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
[Original Statement] Pursuant to the 1991 Voting
Agreement, Valmont has agreed to vote its shares of Common
Stock for Rick Inatome and Joseph Inatome as directors of
the Issuer at all stockholder meetings of the Issuer called
for the purpose of electing directors following the Merger
until after the conclusion of the fourth annual meeting of
the stockholders of the Issuer after the Merger; provided,
that Rick Inatome and Joseph Inatome continue to
collectively own 50% of their shares of Common Stock
acquired in the Merger and that they do not become involved
in certain legal or administrative proceedings which are
material to an evaluation of the ability or integrity of a
director (which upon occurrence would under the current
rules of the Securities and Exchange Commission require
disclosure of the Issuer's proxy statements). The election
of Joseph Inatome and Rick Inatome as directors of the
Issuer during such period is assured assuming they vote the
shares of Common Stock beneficially owned by them following
the Merger for the election of each of them and the
percentage of shares of Common Stock owned by Valmont,
Joseph Inatome and Rick Inatome in the aggregate does not
decline, through sales or otherwise, below 50% of the
outstanding shares of Common Stock. Pursuant to the 1991
Voting Agreement, the Inatomes have agreed to allow the
1983 Voting Agreement to terminate on September 30, 1993 in
accordance with its terms without extension and the Issuer
agreed to amend its By-Laws prior the Merger to increase
the size of the InaCom Board of Directors to seven members
and to cause the appointment of Rick Inatome and Joseph
Inatome as members of the Board immediately following the
Merger. The 1991 Voting Agreement will terminate on the
date following the conclusion of the fourth annual meeting
of the Issuer's stockholders after the Merger.
The Employment Agreement provides that Rick Inatome
will be employed as an executive of the Issuer, a member of
the Issuer's management executive committee and will serve
as Chairman of the Board of the Issuer's Board of
Directors, subject to election to the board of directors by
the Issuer's stockholders. The Issuer has agreed, pursuant
to the Employment Agreement, to nominate Rick Inatome as a
candidate for election to the Issuer's board of directors
for a period ending on the earlier of three years following
the Merger, the death of Rick Inatome, the total and
<PAGE>
permanent disability of Rick Inatome or termination of the
Employment Agreement by the Issuer for "cause." Rick
Inatome's compensation under the Employment Agreement
provides for a minimum base annual salary plus benefits
under the Issuer's employee benefit plans and incentive
compensation. The Employment Agreement will terminate on
the earlier of (i) 3 years following the Merger, (ii) Rick
Inatome's death, (iii) the total and permanent disability
of Rick Inatome, (iv) 90 days after written notice of
termination from Inatome, (v) termination by Inatome for
"good reason," (vi) 90 days after written notice of
termination without cause by the Issuer or (vii) 30 days
after written notice of termination for cause by the
Issuer. If the Employment Agreement is terminated for good
reason by Rick Inatome or without cause by the Issuer, then
the Issuer is obligated to pay Rick Inatome a lump sum of
his salary from the date of termination to the date three
years following the Merger. Further, Rick Inatome's
employee benefits would continue until the earlier of 3
years following the Merger, his death or total and
permanent disability. Such termination will also cause all
stock options he holds to be immediately exercisable and
all incentive awards to him to immediately vest or become
exercisable, as the case may be.
The 1983 Voting Agreement, as amended, provides that
Rick Inatome and Joseph Inatome are appointed proxies for
the parties thereto to vote all shares of Common Stock
subject to the 1983 Voting Agreement on any matter coming
before the shareholders of the Issuer for vote or consent.
The Inatomes may vote the subject shares for the election
of directors without consultation with the other parties to
the 1983 Voting Agreement. With respect to the other
matters to be voted upon at a meeting of the Issuer's
shareholders, the Inatomes are required to notify the other
parties as to how the shares subject to the 1983 Voting
Agreement are intended to be voted and, upon request of
shareholders owning at least 25% of the Common Stock
subject to the 1983 Voting Agreement, must call a meeting
of the parties to the 1983 Voting Agreement. In the event
such a meeting is called, the majority of the shares of
Common Stock subject to the 1983 Voting Agreement determine
how all of the shares subject to the 1983 Voting Agreement
will be voted on such matter. A similar process is
required for matters submitted for shareholder consent
without a meeting. The 1983 Voting Agreement expires on
September 30, 1993.
The foregoing descriptions of the 1991 Voting
Agreement, the Employment Agreement and the 1983 Voting
Agreement are qualified in their entirety by reference to
such agreements, which are filed as exhibits hereto.
<PAGE>
[Amendment No. 5] Effective September 30, 1993, the
1993 Voting Agreement was entered into by Rick Inatome,
Joseph Inatome, Joyce Inatome and Nan Inatome (the "Inatome
Family"). Pursuant to the 1993 Voting Agreement, the
members of the Inatome Family have each irrevocably
appointed Rick Inatome and Joseph Inatome, acting together,
to vote all shares of Common Stock which the members of the
Inatome Family have the right to vote. The transferability
of such shares is not affected by the 1993 Voting
Agreement. The 1993 Voting Agreement will expire on
September 30, 2003, or earlier upon the written agreement
of holders of 80% of the Common Stock beneficially owned by
the parties to such agreement or the death of both Rick
Inatome and Joseph Inatome.
Item 7. Material to be Filed as Exhibits.
[filed with Original Statement]
Exhibit 1 Joint filing agreement
Exhibit 2 Voting Agreement, dated as of April
17, 1991, among Valmont, the Issuer,
Inacomp, the Inatomes and Nan Inatome
Exhibit 3 Employment Agreement, dated as of
April 12, 1991 between the Issuer and
Rick Inatome
Exhibit 4 Voting Agreement dated as of October
6, 1991, as amended.
[filed with Amendment No. 5]
Exhibit 5 Voting Agreement, dated as of September
30, 1993, and form of proxy
SIGNATURE
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: June 29, 1995
/s/Rick Inatome
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Rick Inatome
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: June 29, 1995
/s/Joseph T. Inatome
- --------------------
Joseph T. Inatome
