SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
InaCom Corp.
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(Name of Issuer)
Common Stock, $0.10 Per Share Par Value
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(Title of Class of Securities)
45323G 10 9
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(CUSIP Number)
H. Christopher Covington, Esq.
Senior Vice President, General Counsel and Secretary
Vanstar Corporation
1100 Abernathy Road
Building 500, Suite 1200
Atlanta, GA 30328 (770) 522-4700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 8, 1998
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(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 240.13d-
1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
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CUSIP NO. 45323G 10 9
1) Names of Reporting Persons
I.R.S. Identification No. of Above Persons (entities
only):
Vanstar Corporation 94-2376431
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
(1) Sole Voting Power: 3,336,689
Beneficially
(2) Shared Voting Power: 320,069
Owned by Each
(3) Sole Dispositive Power: 3,336,689
Reporting Person
(4) Shared Dispositive Power: 0
With
Aggregate Amount Beneficially Owned by Each Reporting
11) Person: 3,656,758
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*: [ ]
13) Percent of Class Represented by Amount in Row (11):
18.2%
14) Type of Reporting Person*: CO
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D ("Schedule 13D") relates
to common stock, par value $0.10 per share (the "InaCom Common
Stock"), of InaCom Corp., a Delaware corporation ("InaCom"). The
principal executive offices of InaCom are located at 10810 Farnam
Drive, Omaha, Nebraska 68154.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Vanstar Corporation, a
Delaware corporation ("Vanstar"). The address of Vanstar's
principal executive offices is 1100 Abernathy Road, Building 500,
Suite 1200, Atlanta, Georgia 30328.
The name, business address, present principal
occupation or employment and citizenship of each director and
executive officer of Vanstar is set forth in Schedule I hereto
and is incorporated herein by reference.
During the last five years, neither Vanstar, nor to the
knowledge of Vanstar, any of the persons listed on Schedule 1
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 Vanstar, 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 InaCom Stock Option Agreement dated
October 8, 1998 (the "InaCom Stock Option Agreement"). Pursuant
to the InaCom Stock Option Agreement, InaCom has, among other
things, granted Vanstar an option to acquire shares of InaCom
Common Stock as described below. If the conditions precedent
were satisfied to permit Vanstar to exercise its option to
purchase shares of InaCom Common Stock pursuant to the InaCom
Stock Option Agreement and Vanstar so exercised that option,
Vanstar currently anticipates that funds for such exercise would
be provided from general funds available to Vanstar and by
borrowings from sources yet to be determined.
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* See Instructions
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CUSIP NO. 45323G 10 9
ITEM 4. PURPOSE OF TRANSACTION
Merger Agreement
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InaCom and Vanstar entered into an Agreement and Plan
of Merger (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 customary 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. Vanstar granted InaCom such an
option pursuant to the Vanstar Stock Option Agreement dated
October 8, 1998 (the "Vanstar Stock Option Agreement") between
Vanstar, as grantor, and InaCom as grantee. Similarly, InaCom
granted Vanstar an option pursuant to the InaCom Stock Option
Agreement, between InaCom as grantor and Vanstar 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, Pincus Capital Company, L.P. ("Warburg"),
and two designees of Vanstar from the current board of directors
of Vanstar.
InaCom Stock Option Agreement
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INACOM STOCK OPTION AGREEMENT. Pursuant to the InaCom
Stock Option Agreement, InaCom, as a 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
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CUSIP NO. 45323G 10 9
inducements to, the execution and delivery of the Merger
Agreement. The exercise price of the InaCom Option granted by
InaCom to Vanstar is $17 per share.
TRIGGER EVENTS. The InaCom Option is exercisable upon
the occurrence of the following "Trigger Events": (i) the Merger
Agreement is terminated and, as a result of such termination, a
fee is payable by InaCom to Vanstar pursuant to the Merger
Agreement; (ii) prior to such termination an acquisition proposal
is made for InaCom by a third party; and (iii) either prior to,
or within twelve months following such termination, the
stockholders of InaCom approve that acquisition proposal.
TERM OF THE OPTION. The InaCom 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 InaCom to Vanstar pursuant to the Merger Agreement and
prior to such termination an acquisition proposal is made for
InaCom by a third party; and (iii) thirteen months after the date
on which the Merger Agreement is terminated.
The exercise period of InaCom Option may be extended,
if the InaCom Option is not exercisable by reason of certain
governmental judgments, decrees, orders, laws or regulations.
Notwithstanding the termination of InaCom Option, InaCom is
entitled to repurchase the shares of InaCom Common Stock with
respect to which Vanstar exercised the InaCom Option prior to
such termination. See "Repurchase Rights of Vanstar and InaCom"
below.
FIRST REFUSAL RIGHTS OF INACOM. The InaCom Stock
Option Agreement contains provisions granting InaCom the right of
first refusal to purchase shares of InaCom Common Stock acquired
by Vanstar pursuant to the InaCom Option at the price and on the
terms offered by a third party for such shares.
REPURCHASE RIGHTS OF VANSTAR AND INACOM. InaCom may
also at any time repurchase, or Vanstar may require the
repurchase of the InaCom Option (during the time the InaCom
Option is exercisable) or the shares issued upon the exercise of
the InaCom Option. Subject to the profit limitations described
below, the repurchase price of the InaCom Option will equal the
difference between the exercise price of the InaCom 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 InaCom 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 InaCom, 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 Vanstar pursuant to the InaCom
Stock Option Agreement upon a transfer of the InaCom Option or
the shares issued upon the exercise of InaCom Option will not
exceed $18 million less the amount of termination fees paid by
InaCom to Vanstar pursuant to the Merger Agreement.
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CUSIP NO. 45323G 10 9
ADJUSTMENT AND REGISTRATION PROVISIONS. The InaCom
Stock Option Agreement contains provisions governing the
procedure for exercise of the InaCom 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.
The InaCom Stock Option Agreement also contains
provisions obligating InaCom to register, under certain
circumstances, the offering, sale and delivery by Vanstar of
shares of InaCom Common Stock acquired by it pursuant to the
exercise of the InaCom Option under the Securities Act.
Vanstar Stock Option Agreement
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Pursuant to the Vanstar Stock Option Agreement,
Vanstar, as 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 to
InaCom by Vanstar is $9-1/8 per share. The other provisions of
the Vanstar Stock Option Agreement substantially correspond to
the related provisions of the InaCom Stock Option Agreement.
VOTING AGREEMENTS OF VANSTAR DIRECTORS AND WARBURG.
Warburg and the directors of Vanstar, holders of an aggregate of
18,544,095 shares, or approximately 42.4% of the outstanding
Vanstar Common Stock, entered into voting agreements with InaCom
and Vanstar. Warburg and each Vanstar director agreed to revoke
all of his, her or its previous proxies with respect to all of
the shares of Vanstar Common Stock owned by each and to vote such
shares for the approval and adoption of the Merger Agreement. At
InaCom's request, Warburg and 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 an aggregate of 320,069 shares, or
approximately 1.9% (based on information provided by InaCom) 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.
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CUSIP NO. 45323G 10 9
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Vanstar may be deemed to be the beneficial owner of an
aggregate of 3,656,758 shares of InaCom Common Stock (of which
3,336,689 are acquirable upon exercise of the InaCom Option)
constituting approximately 18.2% of the outstanding InaCom Common
Stock (based on 16,767,283 shares of InaCom Common Stock
outstanding on October 8, 1998 pursuant to information received
from InaCom). Prior to the InaCom Option becoming exercisable
and being exercised, Vanstar expressly disclaims beneficial
ownership of the shares of Inacom Common Stock which are
purchasable by Vanstar upon the InaCom Option becoming
exercisable and being exercised. Neither the filing of this
Schedule 13(d) nor any of its contents shall be deemed to
constitute an admission that Vanstar is the beneficial owner of
the shares of InaCom Common Stock subject to the InaCom Option
for purposes of Sections 13(d) 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 InaCom
Common Stock over which Vanstar may be deemed to have sole voting
and dispositive power and shared voting and dispositive power.
Voting Dispositive
-------------------- -------------------
Sole Shared Sole Shared
---------- -------- --------- --------
Acquirable upon Exercise of
InaCom Option 3,336,689 0 3,336,689 0
Director Voting Agreements 0 320,069 0 0
(c) Except as specified herein, Vanstar has not effected any
transactions in the shares of InaCom 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 Vanstar, 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 InaCom,
including but not limited to, transfer or voting of any of the
securities of InaCom, 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 InaCom.
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CUSIP NO. 45323G 10 9
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Description
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99.1 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 Corp.'s
Current Report on Form 8-K dated October 8, 1998,
(Commission File No. 0-16114))
99.2 Stock Option Agreement, dated as of
October 8, 1998, between Vanstar Corporation, as
Issuer, and InaCom Corp., as Grantee (incorporated
by reference from InaCom Corp.'s Current Report on
Form 8-K dated October 8, 1998, (Commission File
No. 0-16114))
99.3 Stock Option Agreement, dated as of
October 8, 1998, between InaCom Corp., as Issuer,
and Vanstar Corporation, as Grantee (incorporated
by reference from InaCom Corp.'s Current Report on
Form 8-K dated October 8, 1998, (Commission File
No. 0-16114))
99.4 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 Corp.'s
Current Report on Form 8-K dated October 8, 1998,
(Commission File No. 0-16114))
99.5 Registration Rights Agreement dated
October 8, 1998 between InaCom Corp., Warburg,
Pincus Capital Company, L.P. and William Y.
Tauscher. (incorporated by reference to Schedule
13D of Inacom Corp., filed October 19, 1998, with
respect to common stock of Vanstar Corporation)
99.6 Form of Stock Voting Agreements entered
into on October 8, 1998 by the directors of InaCom
Corp. (filed herewith)
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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 19th day of October, 1998.
VANSTAR CORPORATION
By: /s/ H. CHRISTOPHER COVINGTON
--------------------------------
H. Christopher Covington,
Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit Description
- -------- --------------------------------------------------
99.1 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 Corp.'s
Current Report on Form 8-K dated October 8, 1998,
(Commission File No. 0-16114))
99.2 Stock Option Agreement, dated as of
October 8, 1998, between Vanstar Corporation, as
Issuer, and InaCom Corp., as Grantee (incorporated
by reference from InaCom Corp.'s Current Report on
Form 8-K dated October 8, 1998, (Commission File
No. 0-16114))
99.3 Stock Option Agreement, dated as of
October 8, 1998, between InaCom Corp., as Issuer,
and Vanstar Corporation, as Grantee (incorporated
by reference from InaCom Corp.'s Current Report on
Form 8-K dated October 8, 1998, (Commission File
No. 0-16114))
99.4 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 Corp.'s
Current Report on Form 8-K dated October 8, 1998,
(Commission File No. 0-16114))
99.5 Registration Rights Agreement dated
October 8, 1998 between InaCom Corp., Warburg,
Pincus Capital Company, L.P. and William Y.
Tauscher. (incorporated by reference to Schedule
13D of Inacom Corp., filed October 19, 1998, with
respect to common stock of Vanstar Corporation)
99.6 Form of Stock Voting Agreements entered
into on October 8, 1998 by the directors of InaCom
Corp. (filed herewith)
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SCHEDULE I
Vanstar Corporation's ("Vanstar") executive officers and
directors (the "Individuals") and the information required by
Schedule 13D are listed below, along with the offices held by
such Individual. Unless otherwise indicated, the business
address for each Individual is c/o Vanstar Corporation, 1100
Abernathy Road, Building 500, Suite 1200, Atlanta, Georgia 30328.
Unless otherwise indicated, each Individual is a U.S. citizens.
Name Position/Principal Occupation
- ------------------------- ----------------------------------------
William Y. Tauscher Chairman of the Board and Chief
Executive Officer of Vanstar.
Kauko Aronaho Chief Financial Officer of Vanstar.
Mr. Aronaho is a citizen of Canada.
H. Christopher Covington Senior Vice President, General
Counsel and Secretary
John W. Amerman Director of Vanstar; Senior Advisor
to the CEO of Mattel, Inc.
Richard H. Bard Director of Vanstar; Chairman of
the Board and Chief Executive
Officer of Optical Security Group,
Inc. and consultant
Stewart K.P. Gross Director of Vanstar; Managing
Director of E.M Warburg, Pincus &
Co., LLC.
William H. Janeway Director of Vanstar; Managing
Director and the head of the
Venture Capital High Technology
Team of E.M. Warburg, Pincus & Co.,
LLC.
John R. Oltman Director of Vanstar
John L. Vogelstein Director of Vanstar; President and
Vice Chairman of E.M. Warburg,
Pincus & Co., LLC.
Josh S. Weston Director of Vanstar
STOCK VOTING AGREEMENT
----------------------
PARENT 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, Parent Sub, 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, $.01 par value per share of Parent
("Parent Common Stock") (such shares of Parent Common Stock owned
by Stockholder on the date hereof are herein referred to as the
"Existing Shares" and, together with any shares of Parent 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 Parent has approved this
Agreement and the transactions contemplated hereby; and
WHEREAS, the Company 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),
the Option Amendment (as defined in the Merger Agreement) and the
issuance of Parent Common Stock pursuant to the Merger at any
meeting or meetings of the stockholders of Parent, 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 Parent. At
the Company's request, the Stockholder will deliver to the
Company 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 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 the Company may reasonably request to
effectuate the foregoing.
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2. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER.
Stockholder represents and warrants to the Company 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 the Company 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 the Company.
3. DELIVERY OF AFFILIATE LETTER. Stockholder shall
execute and deliver to the Company 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 understanding herein as director or officer of
Parent. 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 Parent.
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
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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
Building 500, Suite 1200
Atlanta, GA 30328
Attention: General Counsel
Fax No.: 770-522-4587
with a copy to: Arter & Hadden, LLP
1717 Main Street
Suite 4100
Dallas, TX 75201
Attention: Mr. Stan Huller
Fax No.: 214-741-7139
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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
the Company agree that irreparable damage would occur
and that the Company 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 the Company shall be entitled
to an injunction or injunctions to prevent breaches by
Stockholder or Parent 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.
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.
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<PAGE>
6.9 PARENT/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
Parent of its obligations hereunder and (ii) Parent
shall not be responsible for, and Parent's rights
hereunder shall not be affected by, the performance or
nonperformance by the Stockholder of its obligations
hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, as of the date and year first
above written.
VANSTAR, INC. INACOM CORP.
By: ________________________ By: _________________________
Name: Name:
Title: Title:
___________________________
Name:
Title:
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