SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
Vanstar Corporation
(Name of Issuer)
Common Stock, $.001 Per Share Par Value
(Title of Class of Securities)
92208M108
(CUSIP Number)
David C. Guenthner
Executive Vice President and Chief Financial Officer
InaCom Corp.
10810 Farnam Drive
Omaha, Nebraska 68154 (402) 758-3900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 8, 1998
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) the
following box [ ].
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CUSIP No. 92208M108 Page 2 of 10
1) Names of Reporting Persons
I.R.S. Identification No. of Above Persons:
InaCom Corp. 47-0681813
2) Check the Appropriate Box if a Member of a Group:
(a)
(b)
3) SEC Use Only:
4) Source of Funds:
WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e):
6) Citizenship or Place of Organization:
Delaware
Number of Shares (7) Sole Voting Power: 8,871,623
Beneficially (8) Shared Voting Power: 18,544,095
Owned by Each (9) Sole Dispositive Power: 8,871,623
Reporting Person (10) Shared Dispositive Power: 0
With
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
27,415,718
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*:
13) Percent of Class Represented by Amount in Row (11)
52.2%
14) Type of Reporting Person (See Instructions):
CO
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CUSIP No. 92208M108 Page 3 of 10
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D ("Schedule 13D") relates to common
stock, par value $.001 per share (the "Vanstar Common Stock"), of Vanstar
Corporation, a Delaware corporation ("Vanstar"). The principal executive offices
of Vanstar are located at 1100 Abernathy Road, Building 500, Suite 1200,
Atlanta, Georgia 30328.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by InaCom Corp., a Delaware
corporation ("InaCom"). InaCom is a Fortune 500 global technology management
services company. The address of InaCom's principal executive offices is 10810
Farnam Drive, Omaha, Nebraska, 68154.
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of InaCom is
set forth in Schedule I hereto and is incorporated herein by reference.
During the last five years, neither InaCom, nor to the knowledge of
InaCom, any of the persons listed on Schedule I hereto, (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding 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.
For information about the executive officers and directors of InaCom, see
Schedule I.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As more fully described in Item 4 hereof, InaCom and Vanstar have
entered into the Vanstar Stock Option Agreement dated October 8, 1998 (the
"Vanstar Stock Option Agreement"). Pursuant to the Vanstar Stock Option
Agreement, Vanstar has, among other things, granted InaCom an option to acquire
shares of Vanstar Common Stock as described below. If the conditions precedent
were satisfied to permit InaCom to exercise its option to purchase shares of
Vanstar Common Stock pursuant to the Vanstar Stock Option Agreement and InaCom
so exercised that option, InaCom currently anticipates that funds for such
exercise would be provided from general funds available to InaCom.
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CUSIP No. 92208M108 Page 4 of 10
ITEM 4. PURPOSE OF TRANSACTION
Merger Agreement
InaCom and Vanstar entered into an Agreement and Plan of Merger
dated October 8, 1998 (the "Merger Agreement") whereby Vanstar will merge with a
wholly-owned subsidiary of InaCom (the "Merger"). In the Merger, Vanstar
stockholders will receive 0.64 shares of InaCom Common Stock for each share of
Vanstar Common Stock.
As a consequence of the Merger, InaCom intends to modify the
present board of directors, certificate of incorporation and bylaws of Vanstar
as indicated in the Merger Agreement. The transaction, which is subject to
regulatory and shareholder approval by both companies, and other closing
conditions, is expected to close during the fourth quarter of 1998 or first
quarter of 1999.
As a condition and inducement to each party's willingness to enter
into the Merger Agreement, each party requested and the other party agreed to
grant the requesting party an option to purchase a certain number of shares of
the granting parties' common stock. InaCom granted Vanstar such an option
pursuant to the InaCom Stock Option Agreement dated October 8, 1998 (the "InaCom
Stock Option Agreement") between InaCom, as grantor, and Vanstar as grantee.
Similarly, Vanstar granted InaCom an option pursuant to the Vanstar Stock Option
Agreement, between Vanstar as grantor and InaCom as grantee.
The Merger Agreement contemplates that, at the effective time of
the Merger, the number of directors on the board of directors of InaCom will be
increased to 13 and the four vacancies created thereby will be filled by William
Y. Tauscher, Chairman of the Board and Chief Executive Officer of Vanstar, a
designee of Warburg, and two designees of Vanstar from the current board of
directors of Vanstar.
Vanstar Stock Option Agreement
Vanstar Stock Option Agreement. Pursuant to the Vanstar Stock
Option Agreement, Vanstar, as a grantor, has granted to InaCom, as grantee, an
irrevocable option to purchase a number of shares of Vanstar Common Stock equal
to 19.9% of Vanstar Common Stock outstanding on October 8, 1998 (the "Vanstar
Option") in connection with, and as inducements to, the execution and delivery
of the Merger Agreement. The exercise price of the Vanstar Option granted by
Vanstar to InaCom is $9-1/8 per share. Based on information provided by Vanstar
in connection with the Merger Agreement, Vanstar had 43,766,950 shares of
Vanstar Common Stock outstanding on October 8, 1998. Consequently, 8,709,623
shares of Vanstar Common Stock are subject to the Vanstar Option.
Trigger Event. The Vanstar Option is exercisable only upon the
occurrence of all of the events (the occurrence of all such events herein called
the "Trigger Event"): (i) the Merger Agreement is terminated and, as a result of
such termination, a fee is payable by Vanstar to InaCom pursuant to the Merger
Agreement; (ii) prior to such termination an acquisition proposal is made for
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CUSIP No. 92208M108 Page 5 of 10
Vanstar by a third party; and (iii) either prior to, or within twelve months
following such termination, the stockholders of Vanstar approve that acquisition
proposal.
Term of the Option. The Vanstar Option remains in full force and
effect from October 8, 1998 until the earliest to occur of (i) the effective
time of the Merger; (ii) the date on which the Merger Agreement is properly
terminated pursuant to the Merger Agreement, except when the Merger Agreement is
terminated and, as a result of such termination, a termination fee is payable by
Vanstar to InaCom pursuant to the Merger Agreement and prior to such termination
an acquisition proposal is made for Vanstar by a third party; and (iii) thirteen
months after the date on which the Merger Agreement is terminated.
The exercise period of Vanstar Option may be extended, if the
Vanstar Option is not exercisable by reason of certain governmental judgments,
decrees, orders, laws or regulations. Notwithstanding the termination of Vanstar
Option, Vanstar is entitled to repurchase the shares of Vanstar Common Stock
with respect to which InaCom exercised the Vanstar Option prior to such
termination. See "Repurchase Rights of Vanstar and InaCom" below.
First Refusal Rights of Vanstar. The Vanstar Stock Option Agreement
contains provisions granting Vanstar the right of first refusal to purchase
shares of Vanstar Common Stock acquired by InaCom pursuant to the Vanstar Option
at the price and on the terms offered by a third party for such shares.
Repurchase Rights of Vanstar and InaCom. Vanstar may also at any
time repurchase, or InaCom may require the repurchase of the Vanstar Option
(during the time the Vanstar Option is exercisable) or the shares issued upon
the exercise of the Vanstar Option. Subject to the profit limitations described
below, the repurchase price of the Vanstar Option will equal the difference
between the exercise price of the Vanstar Option and the market price of the
underlying shares. Subject to the profit limitations described below, the
repurchase price of the shares acquired upon the exercise of Vanstar Option will
be based on an average of sale prices on the New York Stock Exchange, or, in the
event of an acquisition proposal for Vanstar, the highest price to be paid per
share in the acquisition proposal.
Profit Limitation. The maximum aggregate amount of profit that can
be realized by a InaCom pursuant to the Vanstar Stock Option Agreement upon a
transfer of the Vanstar Option or the shares issued upon the exercise of Vanstar
Option will not exceed $18 million less the amount of termination fees paid by
Vanstar to InaCom pursuant to the Merger Agreement.
Adjustment and Registration Provisions. The Vanstar Stock Option
Agreement contain provisions governing the procedure for exercise of the Vanstar
Option and payment for the shares purchased upon such exercise and other
provisions that adjust the number of shares and the exercise price upon the
occurrence of certain events, such as stock dividends, stock splits,
reclassifications, mergers (other than the Merger), combinations and
recapitalizations, exchange of shares or other similar transactions.
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CUSIP No. 92208M108 Page 6 of 10
The Vanstar Stock Option Agreement also contains provisions
obligating Vanstar to register, under certain circumstances, the offering, sale
and delivery by InaCom of shares of Vanstar Common Stock acquired by it pursuant
to the exercise of the Vanstar Option under the Securities Act.
InaCom Stock Option Agreement
Pursuant to the InaCom Stock Option Agreement, InaCom, as grantor, has
granted to Vanstar as grantee, an irrevocable option to purchase a number of
shares of InaCom Common Stock equal to 19.9% of InaCom Common Stock outstanding
on October 8, 1998 (the "InaCom Option") in connection with, and as inducements
to, the execution and delivery of the Merger Agreement. The exercise price of
the InaCom Option granted to Vanstar by InaCom is $17 3/8 per share. The other
provisions of the InaCom Stock Option Agreement substantially correspond to the
related provisions of the Vanstar Stock Option Agreement.
Voting Agreements.
Warburg Voting Agreement. In connection with the execution of the
Merger Agreement dated October 8, 1998 (the "Voting Agreement"), InaCom and
Warburg entered into a voting agreement, as described below.
Warburg, holder of 16,288,691 shares of Vanstar Common Stock,
approximately 38% of the outstanding Vanstar Common Stock, entered into a voting
agreement with InaCom and Vanstar and (i) agreed to revoke any and all previous
proxies with respect to the shares of Vanstar Common Stock owned by it; (ii)
irrevocably agreed to vote and otherwise act (including pursuant to written
consent), with respect to all of the shares of Vanstar Common Stock owned by it,
for the approval and the adoption of the Merger Agreement, all agreements
related to the Merger and any actions related thereto, at any meeting or
meetings of the Vanstar stockholders at which the Merger Agreement and other
related agreements, or such other actions are submitted for the consideration
and vote of the Vanstar stockholders; and (iii) at Inacom's request, deliver to
InaCom an irrevocable proxy granting to Inacom or its designee a proxy to vote
the shares of Vanstar Common Stock in accordance with the terms of the Voting
Agreement. The Voting Agreement terminates on the earlier of (i) the effective
time of the Merger or (ii) the termination of the Merger Agreement in accordance
with its terms.
Warburg has further agreed, in its capacity as a Vanstar
stockholder, that, prior to the effective time, it will not directly or
indirectly (including through its agents or representatives) (i) solicit or
initiate (including by way of furnishing or disclosing non-public information)
any inquiries or the making of any proposal with respect to any acquisition
transaction involving Vanstar including the shares owned by Warburg or (ii)
negotiate or otherwise engage in discussions with any person (other than InaCom
and its representatives) with respect to, or which may reasonably be expected to
lead to a proposal for, any acquisition transaction, or enter into any
agreement, arrangement or understanding with respect to any such acquisition
transaction or which would require InaCom to abandon, terminate or fail to
consummate the Merger or require Warburg to abandon, terminate or fail to
perform its obligations under the voting agreement.
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CUSIP No. 92208M108 Page 7 of 10
InaCom and Warburg also entered into a registration rights
agreement in connection with the Merger Agreement which entitles Warburg to
require InaCom, under certain circumstances, to register shares of InaCom Common
Stock, received by Warburg in the Merger, with the Securities and Exchange
Commission.
Voting Agreements of Vanstar Directors. The directors of Vanstar,
holders of 2,255,404 shares of Vanstar Common Stock in the aggregate,
approximately 7% of the outstanding Vanstar Common Stock, entered into voting
agreements with InaCom and Vanstar. Each Vanstar director agreed to revoke all
of his or her previous proxies with respect to all of the shares of Vanstar
Common Stock owned by such director and to vote such shares for the approval and
adoption of the Merger Agreement. At InaCom's request, the Vanstar directors
will deliver to InaCom an irrevocable proxy to vote the shares of Vanstar Common
Stock owned by them in accordance with the terms of the voting agreements. The
voting agreements will terminate on the earlier of (i) the effective time of the
Merger or (ii) the termination of the Merger Agreement in accordance with its
terms.
Voting Agreements of InaCom Directors. The directors of InaCom,
holders of approximately 2% of the outstanding InaCom Common Stock, entered into
voting agreements with InaCom and Vanstar. Pursuant to the voting agreements,
each InaCom director agreed to revoke all of his or her previous proxies with
respect to all of the shares of InaCom Common Stock owned by such director and
to vote such shares for the approval and adoption of the Share Issuance,
Certificate Amendment and the Stock Plan Amendment. At Vanstar's request, the
InaCom directors will deliver to Vanstar an irrevocable proxy to vote the shares
of InaCom Common Stock owned by them in accordance with the terms of the voting
agreements. The voting agreements will terminate on the earlier of (i) the
effective time of the Merger or (ii) the termination of the Merger Agreement in
accordance with its terms.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) InaCom may be deemed to be the beneficial owner of an aggregate of
27,415,718 shares of Vanstar Common Stock (of which 8,709,623 are acquirable
upon exercise of the Vanstar Option) constituting approximately 52.2% of the
outstanding VanStar Common Stock (based on 43,766,950 shares of Vanstar Common
Stock outstanding on October 8, 1998 pursuant to information received from
Vanstar). Prior to the Vanstar Option becoming exercisable and being exercised,
InaCom expressly disclaims beneficial ownership of the shares of Vanstar Common
Stock which are purchasable by InaCom upon the Vanstar Option becoming
exercisable and being exercised. Neither the filing of this Schedule 13D nor any
of its contents shall be deemed to constitute an admission that InaCom is the
beneficial owner of the shares of Vanstar Common Stock subject to the Vanstar
Option for purposes of Sections 13D or 16 of the Securities Exchange Act of
1934, as amended, or for any other purpose and such beneficial ownership is
expressly disclaimed.
(b) The table below summarizes the number of shares of Vanstar Common
Stock over which InaCom may be deemed to have sole voting and dispositive power
and shared voting and dispositive power.
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CUSIP No. 92208M108 Page 8 of 10
<TABLE>
===================================================================================================================================
Voting Dispositive
- -----------------------------------------------------------------------------------------------------------------------------------
Sole Shared Sole Shared
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Owned by InaCom directly................................. 162,000 0 162,000 0
- -----------------------------------------------------------------------------------------------------------------------------------
Acquirable upon Exercise of Vanstar Option............... 8,709,623 0 8,709,623 0
- -----------------------------------------------------------------------------------------------------------------------------------
Warburg Voting Agreement................................. 0 16,288,691 0 0
- -----------------------------------------------------------------------------------------------------------------------------------
Director Voting Agreement................................ 0 2,255,404 0 0
===================================================================================================================================
</TABLE>
(c) Except as specified herein, InaCom has not effected any
transactions in the shares of Vanstar Common Stock within the preceding sixty
(60) days.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth in this Schedule 13D, to the best knowledge of
InaCom, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 or listed on Schedule I
hereto and between such persons and any person with respect to any securities of
Vanstar, including but not limited to, transfer or voting of any of the
securities of Vanstar, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, division of profits or loss, or the giving or
withholding of proxies or a pledge or contingency the occurrence of which would
give another person voting power over the securities of Vanstar.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger, dated as of October 8, 1998, by and
among InaCom Corp., InaCom Acquisition, Inc. and Vanstar
Corporation incorporated by reference from InaCom's Current Report
on Form 8-K dated October 8, 1998.
2. Stock Option Agreement, dated as of October 8, 1998, between
Vanstar Corporation, as Issuer, and InaCom Corp., as Grantee,
incorporated by reference from InaCom's Current Report on Form 8-K
dated October 8, 1998.
3. Stock Option Agreement, dated as of October 8, 1998, between InaCom
Corp., as Issuer, and Vanstar Corporation, as Grantee, incorporated
by reference from InaCom's Current Report on Form 8-K dated October
8, 1998.
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CUSIP No. 92208M108 Page 9 of 10
4. Stock Voting Agreement, dated October 8, 1998 by and among InaCom
Corp., Warburg, Pincus Capital Company, L.P. and Vanstar
Corporation incorporated by reference from InaCom's Current Report
on Form 8-K dated October 8, 1998.
5. Registration Rights Agreement dated October 8, 1998 between InaCom
Corp. and Warburg, Pincus Capital Company, L.P.
6. Form of Stock Voting Agreements entered into on October 8, 1998 by
the directors of Vanstar.
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CUSIP No. 92208M108 Page 10 of 10
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the above information set forth in this Statement is
true, complete and correct.
DATED this 18th day of October, 1998.
INACOM CORP.
/s/ David C. Guenthner
By:_____________________________
David C. Guenthner
Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Description
Exhibit 1 Schedule I....................................................
Exhibit 2 Agreement and Plan of Merger, dated as of October 8, 1998, by
and among InaCom Corp., InaCom Acquisition, Inc. and Vanstar
Corporation incorporated by reference from InaCom's Current
Report on Form 8-k
dated October 8, 1998.
Exhibit 3 Stock Option Agreement, dated as of October 8, 1998, between
Vanstar Corporation, as Issuer, and InaCom Corp., as Grantee,
incorporated by reference from InaCom's Current Report on Form
8-k dated October 8, 1998.
Exhibit 4 Stock Option Agreement, dated as of October 8, 1998, between
InaCom Corp., as Issuer, and Vanstar Corporation, as Grantee,
incorporated by reference from InaCom's Current Report on Form
8-k dated October 8, 1998.
Exhibit 5 Registration Rights Agreement dated October 8, 1998 between
InaCom Corp. and Warburg, Pincus Capital Company,
L.P...........................................................
Exhibit 6 Form of Stock Voting Agreements entered into on October 8, 1998
by the directors of Vanstar...................................
<PAGE>
SCHEDULE I
InaCom Corp.'s ("InaCom") executive officers and directors and the
information required by Schedule 13D are listed below, together with their ages
and offices held by them. The business address for each is 10810 Farnam Drive,
Omaha, Nebraska 68154. All are U.S. citizens.
Bill L. Fairfield has been President, Chief Operating Officer and a
director of InaCom since March 1985. He was named Chief Executive Officer in
September 1987. Mr. Fairfield serves as a director of Buckle, Inc., Sitel Corp.
and International Computer Group (ICG) Paris.
David C. Guenthner was named Executive Vice President and Chief
Financial Officer in November 1991. Prior to November 1991, Mr. Guenthner was
Senior Vice President of Finance and Chief Financial Officer for InaCom.
Michael A. Steffan was named President of Distribution and Operations
in December 1995. Mr. Steffan was responsible for the Reseller Division from
December 1994 to December 1995 in addition to his position as President of
Distribution and Operations, a position he had held since May 1993. Prior to May
1993, Mr. Steffan was Vice President of Corporate Development and Secretary for
InaCom.
Cris Freiwald was named President of the International Division in
November 1994. Mr. Freiwald was Vice President of Corporate Development from May
1993 to November 1994. Prior to May 1993, Mr. Freiwald was Director of Business
Development.
Robert A. Schultz was named Group Executive of the Information Systems
Group in December 1996. Prior to December 1996, Mr. Schultz was the President
and General Manager of Direct Operations, a position he has held since April
1994, and the President and General Manager of Client Services Division, a
position he had held from January 1993 to December 1996.
George DeSola was named Group Executive of the Technology Services
Group in December 1996 in addition to his position as President of InaCom
Communications, a position he held from March 1994 to June 1998. Mr. DeSola was
responsible for Corporate Marketing from December 1994 to December 1996 in
addition to his position as President of InaCom Communications. Prior to March
1994, Mr. DeSola was the Vice President of Marketing and Customer Service for
MCI Communications Corp., a telecommunications company.
Larry Fazzini was named Senior Vice President of Corporate Resources in
August 1997. Prior to August 1997, Mr. Fazzini was Vice President of Corporate
Resources, a position he held since he joined InaCom in February 1993.
Jeffrey A. Hartigan was named Vice President and Chief Information
Officer in May 1995 when he joined InaCom. Prior to May 1995, Mr. Hartigan was
Vice President of Information Services at Northern Telecommunications Inc.
(NORTEL), a telecommunications company.
<PAGE>
Leon Kerkman was promoted to Vice President and General Manager of
Distribution and Operations in March 1998. Prior to March 1998, Mr. Kerkman was
Vice President and Corporate Controller, a position he has held since June 1993.
Paul Kellenberger was named Vice President of Business Development in
March 1997 when he joined InaCom. Mr. Kellenberger was the Vice President of
Worldwide Channels, Computer Group from January 1995 to February 1997 and the
General Manager, Canada from February 1994 to December 1994 at Motorola Inc.
Prior to February 1994, Mr. Kellenberger was the Director of Marketing, Canada
for Digital Equipment Company, an information technology products company.
Len Smith was named Chief Technology Officer in 1996 when he joined
InaCom. Prior to joining InaCom, Mr. Smith was President and Chief Executive
Officer of Iceberg Software, L.L.C. from 1995 to 1996. Mr. Smith was Vice
President of Product Development and Data Products at EON Corporation from 1991
to 1995.
Richard Oshlo became Treasurer of InaCom in 1998 after joining InaCom
as Assistant Treasurer in 1997. Previously he was Senior Vice President of
Investment Banking at GWR Investments, Inc. from 1993 to 1996.
Dennis Strittmatter was promoted to Vice President of Centralized
Services in 1998. He was previously Vice President of Distribution Management
from 1996 to 1998, and Vice President and Assistant General Manager from 1993 to
1996.
Joseph Auerbach is Professor of Business Administration, Emeritus, at
the Harvard Business School. He is Counsel to the firm of Sullivan & Worcester,
Boston, Massachusetts and a director of National Benefit Life.
Mogens C. Bay is a Director and Chief Executive Officer of Valmont
Industries, Inc. and a director of ConAgra, Inc.
James Q. Crowe is the President and Chief Executive Officer and a
director of Level 3 Communications, Inc., and a director of Peter Kiewit Sons'
Inc., RCN Corporation and Commonwealth Telephone Enterprises, Inc.
W. Grant Gregory is Chairman of Gregory & Hoenemeyer, Inc., New York
and serves as a director of AMBAC, Inc., AMBAC Indemnity Group, True North
Communications, DoubleClick, Inc. and HCIA Health Care Inc. Gregory &
Hoenemeyer, Inc.
Rick Inatome is Chairman of the InaCom Board and co-founder of Inacomp
Computer Centers, Inc. and its Chief Executive Officer from 1979 to August 1991.
He is Chairman of Liberty Business and Industrial Development Corp. and
co-Chairman of American Speedy Printing, Inc. He is a director of Atlantic
Premium Brands, Action Technologies, Inc., R.L. Polk, Saturn Electronic and
Engineering, Inc., AAA Michigan/Wisconsin, Sylvan Learning Systems, Inc. and
Henry Ford Health Systems.
<PAGE>
Joseph Inatome is a co-founder of Inacomp Computer Centers, Inc., and
was an executive officer until July 1989, and director until August 1991. He is
currently Chairman of the Board of American Speedy Printing Centers, Inc.
Gary Schwendiman is a Professor of Management in the College of
Business Administration at the University of Nebraska-Lincoln and was Dean of
the College of Business Administration for the University of Nebraska-Lincoln
from 1977 to 1994. Mr. Schwendiman serves as a director of The Gallup
Organization, Inc. and Security Mutual Life Insurance Co.
Linda S. Wilson is the President of Radcliffe College. She is a
director of Citizens Financial Group, Value Line, Inc., and Trustee of
Massachusetts General Hospital Corporation.
<PAGE>
<PAGE>
STOCK VOTING AGREEMENT
COMPANY DIRECTORS STOCK
STOCK VOTING AGREEMENT (this "Agreement"), dated as of _________, 1998
by and between ________________ ("Stockholder") and InaCom Corp., a Delaware
corporation ("Parent") and Vanstar Corporation, a Delaware corporation (the
"Company").
WHEREAS, concurrently herewith, Parent, InaCom Acquisition, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent (the "Parent Sub"),
and the Company, are entering into an Agreement and Plan of Merger of even date
herewith (such Agreement in the form attached hereto as Exhibit "A" being the
"Merger Agreement"), pursuant to which the Parent Sub will merge with and into
the Company (the "Merger"); and
WHEREAS, Stockholder owns, as of the date hereof, ______ shares of
common stock, $.001 par value per share of the Company ("Company Common Stock")
(such shares of Company Common Stock owned by Stockholder on the date hereof are
herein referred to as the "Existing Shares" and, together with any shares of
Company Common Stock acquired by the Stockholder after the date hereof and prior
to the termination hereof, hereinafter collectively referred to as the
"Shares"); and
WHEREAS, the Board of Directors of the Company has approved this
Agreement and the transactions contemplated hereby; and
WHEREAS, Parent has entered into the Merger Agreement in reliance on
and in consideration of Stockholder's representations, warranties, covenants and
agreements hereunder.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, and intending to be
legally bound hereby, it is agreed as follows:
1. Agreement to Vote. Stockholder hereby revokes any and all previous
proxies with respect to the Shares and irrevocably agrees to vote and otherwise
act (including pursuant to written consent) with respect to all of the Shares,
for the approval of the Certificate Amendment (as defined in the Merger
Agreement) and the Option Amendment (as defined in the Merger Agreement) at any
meeting or meetings of the stockholders of the Company, and at any adjournment,
postponement or continuation thereof, at which the Merger Agreement and other
related agreements (or any amended version or versions thereof), or such other
actions are submitted for the consideration and vote of the stockholders of the
Company. At Parent's request, the Stockholder will deliver to Parent an
irrevocable proxy (the "Irrevocable Proxy") only with respect to the matters
covered by this Section granting to the Company or its designee a proxy to vote
the Shares in accordance with the terms of this Section 1; provided, that such
proxy shall survive only until, and shall terminate upon, the earlier to occur
of the Effective Time (as defined in the Merger Agreement) or the termination of
the Merger Agreement. The obligations of the Stockholder under this Section 1
shall remain in effect with respect to the
<PAGE>
Shares until, and shall terminate upon, the earlier to occur of the Effective
Time or the termination of the Merger Agreement. Stockholder hereby agrees to
execute such additional documents as Parent may reasonably request to effectuate
the foregoing.
2. Representations and Warranties of Stockholder. Stockholder
represents and warrants to Parent as follows:
2.1 Ownership of Shares. On the date hereof, the Existing Shares
are all of the Shares currently owned by Stockholder.
2.2 Authority; Binding Agreement. Stockholder has the full legal
right, power and authority to enter into and perform all of
its obligations under this Agreement. This Agreement has been
duly executed and delivered by Stockholder and constitutes a
legal, valid and binding agreement of Stockholder, enforceable
in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws, now or hereafter
in effect affecting creditors, rights and remedies generally
or general principles of equity. Neither the execution and
delivery of this Agreement nor the consummation by Stockholder
of the transactions contemplated hereby will (i) violate, or
require any consent, approval or notice under, any provision
of any judgment, order, decree, statute, law, rule or
regulation applicable to Stockholder or the Shares or (ii)
constitute a violation of, conflict with or constitute a
default under, any contract, commitment, agreement,
understanding, arrangement or other restriction of any kind to
which Stockholder is a party or by which Stockholder is bound,
in each case the effect of which would adversely affect the
ability of Stockholder to perform its obligations hereunder.
2.3 Reliance on Agreement. Stockholder understands and
acknowledges that Parent is entering into the Merger Agreement
in reliance upon Stockholder's execution and delivery of this
Agreement. Stockholder acknowledges that the agreement set
forth in Section 1 is granted in consideration for the
execution and delivery of the Merger Agreement by Parent.
3. Delivery of Affiliate Letter. Stockholder shall execute and
deliver to Parent an "affiliate letter" in the form attached
as an exhibit to the Merger Agreement as contemplated by the
Merger Agreement.
4. Termination. This Agreement shall terminate on the earlier of
(i) the Effective Time (as defined in the Merger Agreement) or
(ii) immediately after the termination of the Merger Agreement
in accordance with its terms.
5. Action in Stockholder Capacity Only. Stockholder makes no
agreement or
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understanding herein as director or officer of the Company. The Stockholder
signs solely in its capacity as a recordholder and beneficial owner of the
Shares, and nothing herein shall limit or affect any actions taken in its
capacity as an officer or director of the Company.
6. Miscellaneous.
6.1 Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and
shall be delivered personally or by next- day courier or
telecopied with confirmation of receipt, to the parties at the
addresses specified below (or at such other address for a
party as shall be specified by like notice; provided that
notices of a change of address shall be effective only upon
receipt thereof). Any such notice shall be effective upon
receipt, if personally delivered or telecopied or one day
after delivery to a courier for next-day delivery.
If to Parent: InaCom Corp.
10810 Farnam Drive
Omaha, NE 68102
Attention: Bill L. Fairfield
Fax No.: 402-758-3602
with a copy to: McGrath, North, Mullin & Kratz, P.C.
One Central Park Plaza
222 South Fifteenth Street, Suite 1400
Omaha, NE 68102
Attention: David L. Hefflinger
Fax No.: 402-341-0216
If to Stockholder: ____________________________________
____________________________________
____________________________________
with a copy to: McGrath, North, Mullin & Kratz, P.C.
One Central Park Plaza
222 South Fifteenth Street, Suite 1400
Omaha, NE 68102
Attention: David L. Hefflinger
Fax No.: 402-341-0216
If to the Company: Vanstar Corporation
1100 Abernathy Road
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Building 500, Suite 1200
Atlanta, GA 30328
Attention: General Counsel
Fax No.: 770-522-4587
<PAGE>
with a copy to: Arter & Hadden, LLP
1717 Main Street
Suite 4100
Dallas, TX 75201
Attention: Mr. Stan Huller
Fax No.: 214-741-7139
6.2 Entire Agreement. This Agreement, together with the documents
expressly referred to herein, constitute the entire agreement
and supersede all other prior agreements and understandings,
both written and oral, among the parties or any of them, with
respect to the subject matter contained herein.
6.3 Amendments. This Agreement may not be modified, amended,
altered or supplemented, except upon the execution and
delivery of a written agreement executed by the parties
hereto.
6.4 Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective
successors, assigns and personal representatives, but neither
this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties without the
prior written consent of the other parties.
6.5 Governing Law. This Agreement, and all matters relating
hereto, shall be governed by, and construed in accordance with
the laws of the State of Delaware without giving effect to the
principles of conflicts of laws thereof.
6.6 Injunctive Relief; Jurisdiction. Stockholder and Parent agree
that irreparable damage would occur and that Parent would not
have any adequate remedy at law in the event that any of the
provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is
accordingly agreed that Parent shall be entitled to an
injunction or injunctions to prevent breaches by Stockholder
or the Company of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the
United States located in the State of Delaware or in any
Delaware state court (collectively, the "Courts"), this being
in addition to any other remedy to which they are entitled at
law or in equity. In addition, each of the parties hereto (i)
irrevocably consents to the submission of such party to the
personal jurisdiction of the Courts in the event that any
dispute arises out of this Agreement or any of the
transactions contemplated hereby, (ii) agrees that such party
will not attempt to deny or defeat such party to the personal
jurisdiction by motion or other request for leave from any of
the Courts and (iii) agrees that such party will not bring any
action relating to this Agreement or any of the transactions
contemplated hereby in any court other the Courts. Stockholder
hereby appoints, and shall give prompt notice of such
appointment to, the Prentice-Hall Corporation System, Inc. as
its authorized agent (the "Authorized Agent") upon which
process may be served in any action based on this Agreement
which may be instituted in the Courts by Parent, and
Stockholder and the Company expressly accepts the jurisdiction
of any such Court in respect to such action. Such appointment
shall be irrevocable. Stockholder represents and warrants that
the Authorized Agent has agreed to act as said agent for
service of process, and Stockholder agrees to take any and all
action, including, without limitation, the filing of any and
all documents and instruments, which may be necessary to
continue such appointment in full force and effect. Service of
process upon the Authorized Agent and written notice of such
service to Stockholder shall be deemed, in every respect,
effective service of process upon Stockholder.
6.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original
and all of which together shall constitute one and the same
document.
6.8 Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms
or provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be
unenforceable, such provision shall be interpreted to be only
so broad as is enforceable.
6.9 Company/Stockholder. Notwithstanding anything herein to the
contrary, (i) Stockholder shall not be responsible for, and
its rights hereunder shall not be affected by, the performance
or nonperformance by the Company of its obligations hereunder
and (ii) the Company shall not be responsible for, and the
Company's rights hereunder shall not be affected by, the
performance or nonperformance by the Stockholder of its
obligations hereunder.
<PAGE>
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the date and year first above written.
VANSTAR CORPORATION INACOM CORP.
By: ____________________________ By: _______________________________
Name: Name:
Title: Title:
______________________________
Name:
Title:
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