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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. )
------------------------
INACOM CORP.
(Name of Issuer)
INACOM CORP.
(Name of Person(s) Filing Statement)
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6% CONVERTIBLE SUBORDINATED 45323G AA 7
DEBENTURES 45323G AB 5
DUE JUNE 15, 2006 (CUSIP Numbers of Class of
(Title of Class of Securities) Securities)
</TABLE>
DAVID C. GUENTHNER
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
10810 FARNAM DRIVE
OMAHA, NE 68154
(402) 758-3900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
MARCH 19, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$56,520,750.................. $ 15,713
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* The transaction value shown is only for the purpose of calculating the
filing fee. The amount shown reflects the cost of purchasing $55,250,000
principal amount of Debentures at the purchase price of $56,520,750 (100% of
the principal amount of the Debentures, plus accrued interest to the date of
purchase) as of May 3, 1999 (the payment date of the Offer). The amount of
the filing fee is calculated in accordance with Section 13(e)(3) of the
Securities Exchange Act of 1934, as amended.
/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid:
Form or registration no.:
Filing party:
Date filed:
Instruction: When submitting this statement in paper format, ten copies of this
statement, including all exhibits, shall be filed with the
Commission
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INTRODUCTORY STATEMENT
This Schedule 13E-4 relates to an offer (the "Offer") by InaCom Corp., a
Delaware corporation (the "Company") to purchase for cash, on the terms and
subject to the conditions set forth in the attached Notice and Offer to
Purchase, dated March 19, 1999 (the "Offer to Purchase") and the related Letter
of Transmittal (the "Letter of Transmittal"), any and all of the outstanding 6%
Convertible Subordinated Debentures due June 15, 2006 of the Company (the
"Debentures"). The Debentures are convertible into shares of the Company's
common stock, par value $0.10 per share ("Common Stock"), at a conversion price
of $24.00 per share. Copies of the Offer to Purchase and the related Letter of
Transmittal are filed as exhibits 99.1(a)(1) and 99.1(a)(2) hereto.
ITEM 1. SECURITY AND ISSUER.
(a) The issuer of the Debentures is the Company. The address of the
Company's principal executive office is 10810 Farnam Drive, Omaha, Nebraska
68154.
(b) The securities which are the subject of the Offer are the 6% Convertible
Subordinated Debentures Due June 15, 2006 issued by the Company. The Debentures
are convertible into shares of Common Stock at a conversion price of $24.00 per
share in accordance with the Indenture under which the Debentures were issued.
As of March 19, 1999, there was $55,250,000 aggregate principal amount of
Debentures outstanding. The Offer is for any and all Debentures, in
denominations of $1,000 or integral multiples thereof, at a purchase price of
100% of the principal amount of the Debentures, plus accrued interest to the
date of purchase. To the best knowledge of the Company, no Debentures are being
purchased from any officer, director or affiliate of the Company.
(c) The information set forth in the section of the Offer to Purchase
entitled "Market Price Information" is incorporated herein by reference.
(d) The Company is filing this statement. The address of the Company is set
forth in Item 1(a).
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in the section of the Offer to Purchase
entitled "Sources and Amount of Funds" is incorporated herein by reference. The
information set forth under "Liquidity and Capital Resources" contained in Item
7 of the Company's Form 10-K for the fiscal year ended December 26, 1998 is
incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
The information set forth in the section of the Offer to Purchase entitled
"The Offer-Purpose and Effects of the Offer" is incorporated herein by
reference. Upon purchase, the Debentures will cease to be outstanding and will
be delivered to Norwest Bank Minnesota, N.A., as Trustee, for cancellation
immediately after such purchase.
(a)-(c) The information set forth in the sections of the Offer to Purchase
entitled "The Offer-- General" and "Recent Developments" is incorporated herein
by reference.
(d) None.
(e) None.
(f) None.
(g) None.
(h) Not applicable.
(i) Not applicable.
2
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(j) Not applicable.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth on the cover page to the Offer to Purchase and the
sections of the Offer to Purchase entitled "The Offer--General," "The
Offer--Purpose and Effects of the Offer" and "Recent Developments" is
incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth on the cover page to the Offer to Purchase and the
sections of the Offer to Purchase entitled "The Offer--General," "The
Offer--Purpose and Effects of the Offer" and "Recent Developments" is
incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the section of the Offer to Purchase entitled
"The Depositary" is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a) The following documents, which have been filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended, are incorporated herein by reference.
(1) The Company's Annual Report on Form 10-K, as amended, for the year
ended December 26, 1998.
(2) The Company's Current Report on Form 8-K, as amended, dated February
17, 1999.
(b) The information set forth in the section of the Company's Offer to
Purchase entitled "Selected Unaudited Pro Forma Financial Information" is
incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) None.
(b) None, except for compliance with the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder and compliance with any
applicable requirements of state securities or "blue sky" laws.
(c) Not applicable.
(d) None.
(e) Reference is made to the exhibits hereto which are incorporated in their
entirety herein by reference.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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(a) Exhibit Notice and Offer to Purchase, dated March 19, 1999.
99.1(a)(1)
Exhibit Letter of Transmittal.
99.1(a)(2)
Exhibit Notice of Guaranteed Delivery.
99.1(a)(3)
Exhibit Letter to clients.
99.1(a)(4)
Exhibit Letter to brokers, dealers, commercial banks, trust companies
99.1(a)(5) and other nominees.
Exhibit Notice published in The Wall Street Journal on March 19, 1999.
99.1(a)(6)
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
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INACOM CORP.
By: /s/ DAVID C. GUENTHNER
-----------------------------------------
David C. Guenthner
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
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Dated: March 19, 1999
5
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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99.1(a)(1) Notice and Offer to Purchase, dated March 19,1999.
99.1(a)(2) Letter of Transmittal.
99.1(a)(3) Notice of Guaranteed Delivery.
99.1(a)(4) Letter to clients.
99.1(a)(5) Letter to brokers, dealers, commercial banks,trust companies and other nominees.
99.1(a)(6) Notice Published in The Wall Street Journal on March 19, 1999.
</TABLE>
6
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INACOM CORP.
NOTICE
AND
OFFER TO PURCHASE FOR CASH
ANY AND ALL OF ITS OUTSTANDING
6% CONVERTIBLE SUBORDINATED DEBENTURES DUE JUNE 15, 2006
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SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS NOTICE AND OFFER TO
PURCHASE, THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON APRIL 19, 1999, UNLESS THE OFFER IS EXTENDED (SUCH TIME
AND DATE OR THE LATEST EXTENSION THEREOF, IF EXTENDED, THE "EXPIRATION
DATE"). DEBENTURES TENDERED IN THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR
TO THE EXPIRATION DATE.
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InaCom Corp. (the "Company") hereby offers (the "Offer") to purchase for the
Repurchase Price (as defined below) in cash, upon the terms and subject to the
conditions set forth in this Notice and Offer to Purchase (this "Offer to
Purchase") and in the accompanying Letter of Transmittal (the "Letter of
Transmittal"), any and all of the outstanding 6% Convertible Subordinated
Debentures due June 15, 2006 of the Company (the "Debentures"). As of March 19,
1999, there was $55,250,000 aggregate principal amount of Debentures
outstanding. The "Repurchase Price" is 100% of the principal amount of the
Debentures, plus accrued interest to May 3, 1999, the date of payment (the
"Repurchase Date"), or a later date if the Expiration Date is extended as set
forth in "The Offer"--Expiration Date; Extensions; Amendments; Termination."
Unless the Company fails to pay the Repurchase Price, any Debentures properly
tendered pursuant to the Offer and accepted for payment will cease to accrue
interest after the Repurchase Date. ANY DEBENTURES NOT SURRENDERED IN THE OFFER
(OR SURRENDERED AND PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION DATE) WILL REMAIN
OBLIGATIONS OF THE COMPANY AND WILL CONTINUE TO ACCRUE INTEREST AND HAVE ALL OF
THE BENEFITS OF THE INDENTURE, INCLUDING BEING CONVERTIBLE INTO SHARES OF THE
COMMON STOCK OF THE COMPANY (THE "COMMON STOCK") AT A CONVERSION PRICE OF $24.00
PER SHARE, SUBJECT TO THE TERMS OF THE INDENTURE.
Any holder of Debentures (a "Holder") desiring to tender all or any portion
of such Holder's Debentures must comply with the procedures for tendering
Debentures set forth herein in "Procedures for Tendering Debentures" and in the
Letter of Transmittal. Tenders of Debentures may be withdrawn at any time prior
to the Expiration Date. In the event of a withdrawal of Debentures, the
Debentures so withdrawn will be promptly returned to the Holder.
THIS OFFER TO PURCHASE IS REQUIRED TO BE MADE UNDER THE INDENTURE. THIS
OFFER TO PURCHASE IS GOVERNED BY THE INDENTURE AND APPLICABLE LAW AND DOES NOT
CONSTITUTE A REDEMPTION OF, OR AN ELECTION BY THE COMPANY TO REDEEM, THE
DEBENTURES. HOLDERS HAVE THE RIGHT EITHER TO ACCEPT OR NOT TO ACCEPT THE OFFER.
The Offer is being made pursuant to the Indenture, dated as of June 14, 1996
(the "Indenture"), between the Company and Norwest Bank Minnesota, N.A., as
successor trustee to First National Bank of Omaha N.A., as Trustee (the
"Trustee"), which provides that, following a Change in Control (as defined in
the Indenture), each Holder will have the right, at such Holder's option, to
require the Company to repurchase all or a portion of such Holder's Debentures
at the Repurchase Price (a "Change in Control Right"). A Change in Control may
be deemed to have occurred on February 17, 1999 as a result of the consummation
of a merger by which Vanstar Corporation became a wholly-owned subsidiary of the
Company (the "Merger").
The Debentures were issued in 1996, and there currently is a limited trading
market for the Debentures, which are not listed on any securities exchange. To
the Company's knowledge, the Debentures are traded infrequently in transactions
arranged through market makers, and there is no publicly available pricing
information for the Debentures. Quotations for securities that are not widely
traded, such as the Debentures, may differ from actual trading prices and should
be viewed as approximations. Holders are urged to contact their brokers with
respect to the current market prices, if any, for the Debentures. The closing
price per share of Common Stock, as reported on the New York Stock Exchange
Composite Transaction List was $12.50 on March 15, 1999.
March 19, 1999 (CONTINUED ON THE FOLLOWING PAGE)
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Tenders of Debentures may be withdrawn at any time prior to the Expiration
Date. In the event of a termination of the Offer, the Debentures tendered
pursuant to the Offer will be promptly returned to the tendering Holders.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment) and applicable law, on the Repurchase Date the Company will purchase
by accepting for payment, and will pay for, all Debentures validly tendered (and
not properly withdrawn) pursuant to the Offer, and such payment will be made by
the deposit of immediately available funds by the Company with Norwest Bank
Minnesota, N.A. (the "Depositary"), which will act as agent for tendering
Holders for the purpose of receiving payment from the Company and transmitting
such payment to tendering Holders.
No person has been authorized to give any information or to make any
representations directly related to this Offer other than those contained in
this Offer to Purchase and, if given or made, such information or
representations must not be relied upon as having been authorized. This Offer to
Purchase and related documents do not constitute an offer to buy or the
solicitation of an offer to sell securities in any circumstances in which such
offer or solicitation is unlawful. The delivery of this Offer to Purchase shall
not, under any circumstances, create any implication that the information
contained herein is current as of any time subsequent to the date of such
information.
Any questions or requests for assistance or for additional copies of this
Offer to Purchase or related documents may be directed to the Depositary at one
of its telephone numbers set forth on the back cover page hereof. Any beneficial
owner owning interests in Debentures may contact such beneficial owner's broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information concerning the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
Regional Office at Seven World Trade Center, Suite 1300, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can also be obtained, at prescribed
rates, from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. The Commission maintains a site on the Internet's
World Wide Web at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission, including the Company.
This Offer to Purchase constitutes a part of an Issuer Tender Offer
Statement on Schedule 13E-4 (the "Schedule 13E-4") filed with the Commission by
the Company pursuant to Section 13(e) of the Exchange Act and the rules and
regulations promulgated thereunder. The Schedule 13E-4 and all exhibits thereto
are incorporated in this Offer to Purchase by reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission under the Exchange Act, are incorporated by reference:
(1) The Company's Annual Report on Form 10-K, as amended, for the year
ended December 26, 1998.
(2) The Company's Current Report on Form 8-K, as amended, dated February
17, 1999.
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All subsequently filed documents by the Company prior to the Expiration Date
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date any such document is filed. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part hereof.
The Company will provide without charge to each person to whom this Offer to
Purchase is delivered a copy of the documents incorporated by reference herein,
other than exhibits thereto not specifically incorporated by reference, upon
written or oral request to InaCom Corp., 10810 Farnam Drive, Omaha, Nebraska
68154, Attention: Investor Relations Department, telephone (402) 758-3900.
FORWARD-LOOKING INFORMATION
This Offer, including documents incorporated by reference herein, contains
certain forward-looking statements and information relating to the Company that
are based on the beliefs of Company management as well as assumptions made by
and information currently available to Company management. Such statements
reflect the current view of the Company with respect to future events and are
subject to certain risks, uncertainties, and assumptions, including the risk
factors described in the Company's Annual Report on Form 10-K. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described herein as believed, estimated or expected.
iii
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TABLE OF CONTENTS
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PAGE
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Available Information...................................................................................... ii
Incorporation of Certain Documents by Reference............................................................ ii
Forward-Looking Information................................................................................ iii
The Offer.................................................................................................. 1
General................................................................................................ 1
Purpose and Effects of the Offer....................................................................... 1
Expiration Date; Extensions; Amendments; Termination................................................... 2
Acceptance for Payment................................................................................. 2
Procedures For Tendering Debentures........................................................................ 2
Tendering Debentures................................................................................... 2
Guaranteed Delivery Procedures......................................................................... 5
Withdrawal Rights...................................................................................... 6
Certain Information Concerning the Company................................................................. 7
Recent Developments........................................................................................ 7
Sources and Amount of Funds................................................................................ 7
Market Price Information................................................................................... 7
The Debentures......................................................................................... 7
Common Stock........................................................................................... 8
Selected Unaudited Pro Forma Financial Information......................................................... 9
Certain Federal Income Tax Consequences.................................................................... 10
The Depositary............................................................................................. 11
Miscellaneous.............................................................................................. 12
</TABLE>
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THE OFFER
GENERAL
The Company hereby offers, upon the terms and subject to the conditions set
forth in this Offer to Purchase, to purchase for cash at the Repurchase Price
any and all Debentures that are properly tendered (and not properly withdrawn)
prior to the Expiration Date, pursuant to the terms and conditions set forth
herein. The Company will accept only tenders of Debentures or a portion thereof
which are in an amount equal to $1,000 principal amount of Debentures or
integral multiples thereof. Tenders of Debentures may be withdrawn at any time
prior to the Expiration Date. In the event of a termination of the Offer, the
Debentures tendered pursuant to the Offer will be returned promptly to the
tendering Holders.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment) and applicable law, on the Repurchase Date the Company will purchase
by accepting for payment, and will pay for, all Debentures validly tendered (and
not properly withdrawn) pursuant to the Offer. Such payment will be made by the
deposit of immediately available funds by the Company with the Depositary, which
will act as agent for tendering Holders for the purpose of receiving payment
from the Company and transmitting such payment to tendering Holders.
If less than all the principal amount of Debentures held by a Holder is
tendered and accepted pursuant to the Offer, the Company will issue, and the
Trustee will authenticate and deliver to or on the order of the Holder thereof,
at the expense of the Company, new Debentures of authorized denominations, in
principal amount equal to the portion of the Debentures not tendered or not
accepted, as the case may be, as promptly as practicable after the Repurchase
Date.
No Debenture tendered pursuant to this Offer may be converted into shares of
Common Stock after such Debenture has been properly tendered to the Depositary
unless the tender of such Debenture is properly withdrawn, the Company defaults
in payment of the Repurchase Price, or the Offer is terminated without the
purchase of Debentures.
After the Expiration Date, the Company may purchase additional Debentures in
the open market, in privately negotiated transactions, through subsequent tender
or exchange offers or otherwise, subject to compliance with applicable law. Any
future purchases may be on the same terms or on terms that may be more or less
favorable to Holders than the terms of the Offer. Any future purchases will
depend on various factors at that time.
PURPOSE AND EFFECTS OF THE OFFER
The Offer is required to be made pursuant to the Indenture, which provides
that upon the occurrence of a Change in Control (as defined therein) each Holder
of Debentures will have the right, at such Holder's option, to require the
Company to repurchase all or a portion of such Holder's Debentures, in
denominations of $1,000 or integral multiples thereof, at a purchase price equal
to 100% of the principal amount thereof, plus accrued and unpaid interest, if
any, to the Repurchase Date. A Change in Control may be deemed to have occurred
on February 17, 1999 in connection with the Merger.
This Offer to Purchase serves as the "Change in Control Notice" required by
the Indenture.
The Debentures purchased in the Offer will cease to be outstanding and will
be delivered to the Trustee for cancellation immediately after such purchase.
Any Debentures which remain outstanding after consummation of the Offer will
continue to be obligations of the Company and will continue to be convertible at
the option of the Holder thereof into shares of Common Stock. The Indenture does
not contain any limitations on the ability of the Company to incur additional
indebtedness.
Holders of Debentures that are not tendered pursuant to the Offer will not
have the right after the Expiration Date to exercise their Change in Control
Rights relating to such Debentures as a result of the
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Merger. Depending upon, among other things, the amount of Debentures outstanding
after the consummation of the Offer, the liquidity of untendered Debentures may
be adversely affected by the Offer. If there is a market for the Debentures
following the Offer, Debentures may trade at a discount compared to present
trading prices depending on prevailing interest rates, the market for securities
with similar credit features, the performance of the Company and other factors.
Accordingly, there is no assurance that an active market in the Debentures will
exist following consummation of the Offer and no assurance as to the prices at
which the Debentures may trade.
EXPIRATION DATE; EXTENSIONS; AMENDMENTS; TERMINATION
The Offer will expire on April 19, 1999, the Expiration Date, which pursuant
to the Indenture is not prior to the 30(th) day following March 19, 1999, the
date of this Offer, unless extended pursuant to the procedures set forth herein.
Subject to the requirements of the Indenture and applicable law, the Company
expressly reserves the right to extend the Offer by giving written or oral
notice of such extension to the Depositary. During any extension of the Offer,
all Debentures previously tendered pursuant to the Offer (and not properly
withdrawn) will remain subject to the Offer and may be accepted for payment by
the Company, subject to the withdrawal rights of Holders.
The Company also expressly reserves the right, subject to the requirements
of the Indenture and applicable law, to amend the terms of the Offer in any
respect.
Any extension, termination or amendment of the Offer will be followed as
promptly as practicable by a public announcement thereof. Without limiting the
manner in which the Company may choose to make a public announcement of any
extension, termination or amendment of the Offer, the Company shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement, other than by issuing a release to the Dow Jones News Service,
except in the case of an announcement of an extension of the Offer, in which
case the Company shall have no obligation to publish, advertise or otherwise
communicate such announcement other than by issuing a notice of such extension
by press release or other public announcement, which notice shall be issued no
later than 9:00 a.m., New York City time, on the next business day following the
previously scheduled Expiration Date.
ACCEPTANCE FOR PAYMENT
Upon the terms and subject to the conditions of the Offer (including if the
Offer is extended or amended, the terms of such extension or amendment) and
applicable law, the Company will purchase by accepting for payment, and will pay
for, all Debentures properly tendered (and not properly withdrawn) pursuant to
the Offer, on the Repurchase Date. In all cases, payment by the Depositary to
tendering Holders will be made only after timely receipt by the Depositary of
the documentation described under "Procedures for Tendering
Debentures--Tendering Debentures."
For purposes of the Offer, the Company shall be deemed to have accepted for
payment (and thereby to have purchased) tendered Debentures, if and when the
Company gives oral or written notice to the Depositary of the Company's
acceptance of such Debentures for payment. Subject to the terms and conditions
of the Offer, payment for Debentures so accepted will be made by deposit of the
consideration therefor with the Depositary. The Depositary will act as agent for
tendering Holders for the purpose of receiving payment from the Company and then
transmitting payment to such tendering Holders.
PROCEDURES FOR TENDERING DEBENTURES
TENDERING DEBENTURES
The tender of Debentures pursuant to any of the procedures set forth in this
Offer to Purchase and in the Letter of Transmittal will constitute a binding
agreement between the tendering Holder and the Company upon the terms and
subject to the conditions of the Offer. The tender of Debentures will
2
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constitute an agreement to deliver good and marketable title to all tendered
Debentures prior to the Expiration Date free and clear of all liens, charges,
claims, encumbrances, interests and restrictions of any kind.
EXCEPT AS PROVIDED IN "--GUARANTEED DELIVERY PROCEDURES," UNLESS THE
DEBENTURES BEING TENDERED ARE DEPOSITED BY THE HOLDER WITH THE DEPOSITARY PRIOR
TO THE EXPIRATION DATE (ACCOMPANIED BY A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL), THE COMPANY MAY, AT ITS OPTION, REJECT SUCH TENDER.
PAYMENT FOR DEBENTURES WILL BE MADE ONLY AGAINST DEPOSIT OF TENDERED DEBENTURES
AND DELIVERY OF ALL OTHER REQUIRED DOCUMENTS.
Only Holders of Debentures of record are authorized to exercise a Change in
Control Right and tender their Debentures pursuant to the Offer. Accordingly, to
properly exercise a Change in Control Right and tender Debentures or cause
Debentures to be tendered, the following procedures must be followed.
DEBENTURES HELD THROUGH DTC. Each beneficial owner of Debentures who wishes
to tender Debentures held through a participant (a "DTC Participant") of DTC
(i.e., a custodian bank, depositary, broker, trust company or other nominee)
must instruct such DTC Participant to cause its Debentures to be tendered in
accordance with the procedures set forth in this Offer to Purchase.
Pursuant to an authorization given by DTC to the DTC Participants, each DTC
Participant that holds Debentures through DTC must (i) transmit its acceptance
through the DTC Automated Tender Offer Program ("ATOP") (for which the
transaction will be eligible), and DTC will then edit and verify the acceptance,
execute a book-entry delivery to the Depositary's account at DTC and send an
Agent's Message (as defined below) to the Depositary for its acceptance or (ii)
comply with the guaranteed delivery procedures set forth in this Offer to
Purchase. Promptly after the date of this Offer to Purchase, the Depositary will
establish accounts at DTC for purposes of the Offer with respect to Debentures
held through DTC, and any financial institution that is a DTC Participant may
make book-entry delivery of interests in Debentures into the Depositary's
account through ATOP. Although delivery of interests in the Debentures may be
effected through book-entry transfer into the Depositary's account through ATOP,
an Agent's Message in connection with such book-entry transfer, and any other
required documents, must, in any case, be transmitted to and received by the
Depositary at its address set forth on the back cover of this Offer to Purchase,
or the guaranteed delivery procedures set forth below must be complied with, in
each case, prior to the Expiration Date. Delivery of documents to DTC does not
constitute delivery to the Depositary. The confirmation of a book-entry transfer
into the Depositary's account at DTC, as described above, is referred to herein
as a "Book-Entry Confirmation."
The term "Agent's Message" means a message transmitted by DTC to, and
received by, the Depositary and forming a part of the Book-Entry Confirmation,
which states that DTC has received an express acknowledgment from each DTC
Participant tendering through ATOP that such DTC Participant has received a
Letter of Transmittal and agrees to be bound by the terms of the Letter of
Transmittal and that the Company may enforce such agreement against such DTC
Participant.
All Debentures are currently held through DTC and have been issued in the
form of a global debenture registered in the name of Cede & Co., DTC's nominee
(the "Global Debenture"). At or as of the Expiration Date, DTC will deliver to
the Depositary a properly completed and duly executed Letter of Transmittal with
respect to the aggregate principal amount of Debentures as to which it has
delivered Agent's Messages, and Cede & Co. will deliver to the Depositary the
Global Debenture. At or as of the close of business on the third business day
after the Expiration Date, DTC will deliver to the Depositary a properly
completed and duly executed Letter of Transmittal for the aggregate principal
amount of Debentures as to which it has delivered Agent's Messages relating to
Notices of Guaranteed Delivery as described under "--Guaranteed Delivery
Procedures." Thereafter, the aggregate principal amount of the Global Debenture
will be reduced to represent the aggregate principal amount of Debentures held
3
<PAGE>
through DTC and not tendered pursuant to the Offer, and the Global Debenture
will be returned to Cede & Co.
DEBENTURES HELD BY RECORD HOLDERS. Each record Holder who wishes to tender
Debentures must complete and sign a Letter of Transmittal and mail or deliver
such Letter of Transmittal and any other documents required by the Letter of
Transmittal together with certificate(s) representing all tendered Debentures,
to the Depositary at its address set forth on the back cover page of this Offer
to Purchase, or the Holder must comply with the guaranteed delivery procedures
set forth in this Offer to Purchase.
All signatures on a Letter of Transmittal must be guaranteed by a recognized
participant in the Securities Transfer Agents Medallion Program, the NYSE
Medallion Signature Program or the Stock Exchange Medallion Program; provided,
however, that signatures on a Letter of Transmittal need not be guaranteed if
such Debentures are tendered for the account of an Eligible Institution (as
defined herein). If a Letter of Transmittal or any Debenture is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of
a corporation or other person acting in a fiduciary or representative capacity,
such person must so indicate when signing and submit proper evidence
satisfactory to the Company of the authority of such person to so act.
No alternative, conditional, irregular or contingent tenders will be
accepted (unless waived). By executing a Letter of Transmittal or transmitting
an acceptance through ATOP, each tendering Holder waives any right to receive
any notice of the acceptance for purchase of its Debentures.
LOST OR MISSING CERTIFICATES. If a record Holder desires to tender
Debentures pursuant to the Offer, but the certificates representing such
Debentures have been mutilated, lost, stolen or destroyed, such Holder should
write to or telephone the Trustee about procedures for obtaining replacement
certificates representing such Debentures, arranging for indemnification or any
other matter which requires handling by the Trustee.
BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the "backup withholding"
provisions of federal income tax law, unless a tendering Holder or his or her
assignee (in either case, the "Payee") satisfies the conditions described in
Instruction 5 of the Letter of Transmittal or is otherwise exempt, the aggregate
purchase price may be subject to backup withholding tax at a rate of 31%. To
prevent backup withholding, each Payee should complete and sign the Substitute
Form W-9 provided in the Letter of Transmittal. See Instruction 5 of the Letter
of Transmittal.
EFFECT OF LETTER OF TRANSMITTAL. Subject to, and effective upon the
acceptance for, purchase of and payment for Debentures tendered thereby, by
executing and delivering a Letter of Transmittal a tendering Holder (i)
irrevocably sells, assigns and transfers to the Company, all right, title and
interest in and to all Debentures tendered thereby, (ii) waives any and all
rights with respect to such Debentures (including without limitation any
existing or past defaults and their consequences with respect to such Debentures
and the Indenture), (iii) releases and discharges the Company from any and all
claims such Holder may have now or may have in the future arising out of, or
related to, such Debentures, including without limitation any claim that such
Holder is entitled to receive additional principal or interest payments with
respect to such Debentures or to participate in any redemption or defeasance of
the Debentures and (iv) irrevocably constitutes and appoints the Depositary the
true and lawful agent and attorney-in-fact of such Holder with respect to any
such Debenture, with full power of substitution and resubstitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest) to
(a) deliver certificates representing such Debentures, or transfer ownership of
such Debentures, on the account books maintained by DTC, together, in any such
case, with all accompanying evidences of transfer and authenticity, to the
Company, (b) present such Debentures for transfer on the relevant security
register and (c) receive all benefits or otherwise exercise all rights of
beneficial ownership of such Debentures (except that the Depositary will have no
rights to, or control over, funds from the Company, except as
4
<PAGE>
agent for the Company, for the Repurchase Price for any tendered Debentures that
are purchased by the Company), all in accordance with the terms of the Offer.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Debentures will be resolved by the Company,
whose determination will be final and binding. The Company reserves the absolute
right to reject any or all tenders that are not in proper form or the acceptance
of which may, in the opinion of counsel for the Company, be unlawful. The
Company also reserves the absolute right to waive any condition to the Offer and
any irregularities or conditions of tender as to particular Debentures. The
Company's interpretation of the terms and conditions of the Offer (including the
instructions in the Letter of Transmittal) will be final and binding. Unless
waived, any irregularities in connection with tenders must be cured within such
time as the Company shall determine. The Company and the Depositary shall not be
under any duty to give notification of defects in such tenders and shall not
incur liabilities for failure to give such notification. Tenders of Debentures
will not be deemed to have been made until such irregularities have been cured
or waived. Any Debentures received by the Depositary that are not properly
tendered and as to which the irregularities have not been cured or waived will
be returned by the Depositary to the tendering Holder, unless otherwise provided
in the Letter of Transmittal, as soon as practicable following the Expiration
Date.
LETTERS OF TRANSMITTAL AND DEBENTURES MUST BE SENT ONLY TO THE DEPOSITARY.
DO NOT SEND LETTERS OF TRANSMITTAL OR DEBENTURES TO THE COMPANY.
THE METHOD OF DELIVERY OF DEBENTURES AND LETTERS OF TRANSMITTAL, ANY
REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING
DELIVERY THROUGH DTC AND ANY ACCEPTANCE THROUGH ATOP, IS AT THE ELECTION AND
RISK OF THE PERSONS TENDERING AND DELIVERING ACCEPTANCES OR LETTERS OF
TRANSMITTAL, AND, EXCEPT AS OTHERWISE PROVIDED IN THE LETTER OF TRANSMITTAL,
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
DELIVERY IS BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT THE MAILING BE MADE
SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE
DEPOSITARY PRIOR TO THE EXPIRATION DATE.
GUARANTEED DELIVERY PROCEDURES
DTC PARTICIPANTS. A DTC Participant who wishes to cause its Debentures to
be tendered, but who cannot transmit its acceptance through ATOP prior to the
Expiration Date, may cause a tender to be effected if:
(a) guaranteed delivery is made by or through a firm or other entity
identified in Rule 17Ad-15 under the Exchange Act (an "Eligible
Institution"), including (as such terms are defined therein): (i) a bank;
(ii) a broker, dealer, municipal securities dealer, municipal securities
broker, government securities dealer or government securities broker; (iii)
a credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings institution that is a
participant in a Securities Transfer Association recognized program; and
(b) prior to 12:00 noon, New York City time, on the Expiration Date, the
Depositary receives from such Eligible Institution a properly completed and
duly executed Notice of Guaranteed Delivery (by mail, hand delivery,
facsimile transmission or overnight courier) substantially in the form
provided herewith; and
(c) Book-Entry Confirmation of the transfer into the Depositary's
account at DTC, and all other documents required by the Letter of
Transmittal, are received by the Depositary within three New York Stock
Exchange trading days after the date of receipt by the Depositary of such
Notice of Guaranteed Delivery.
RECORD HOLDERS. A record Holder who wishes to tender its Debentures but (x)
whose Debentures are not immediately available and will not be available for
tendering prior to the Expiration Date or (y) who
5
<PAGE>
cannot deliver its Debentures, the Letter of Transmittal, or any other required
documents to the Depositary prior to the Expiration Date, may effect a tender
if:
(a) the tender is made by or through an Eligible Institution; and
(b) prior to 12:00 noon, New York City time, on the Expiration Date, the
Depositary receives from such Eligible Institution a properly completed and
duly executed Notice of Guaranteed Delivery (by mail, hand delivery,
facsimile transmission or overnight courier) substantially in the form
provided herewith; and
(c) a properly completed and executed Letter of Transmittal, as well as
the certificate(s) representing all tendered Debentures in proper form for
transfer, and all other documents required by the Letter of Transmittal, are
received by the Depositary within three New York Stock Exchange trading days
after the date of receipt by the Depositary of such Notice of Guaranteed
Delivery.
Under no circumstances will interest be paid by the Company be reason of any
delay in making payment to any person using the guaranteed delivery procedures
described above.
WITHDRAWAL RIGHTS
Tenders of Debentures (or any portion of such Debentures in integral
multiples of $1,000) may be withdrawn at any time prior to the Expiration Date.
DEBENTURES HELD THROUGH DTC. A DTC Participant who has transmitted its
acceptance through ATOP of Debentures held through DTC may, prior to the
Expiration Date, withdraw the instruction given thereby by (i) withdrawing its
acceptance through ATOP or (ii) delivering to the Depositary by mail, hand
delivery or facsimile transmission a notice of withdrawal of such instruction.
Such notice of withdrawal must contain the name and number of the DTC
Participant, the principal amount of Debentures to which such withdrawal relates
and the signature of the DTC Participant. Withdrawal of such an instruction will
be effective upon receipt of such notice of withdrawal by the Depositary.
DEBENTURES HELD BY RECORD HOLDERS. A Holder may withdraw its tender of
Debentures, prior to the Expiration Date, by delivering to the Depositary by
mail, hand delivery or facsimile transmission a notice of withdrawal. Any such
notice of withdrawal must (i) specify the name of the person who tendered the
Debentures to be withdrawn, (ii) contain a description of the Debentures to be
withdrawn and identify the certificate number or numbers shown on the particular
certificates evidencing such Debentures and the aggregate principal amount
represented by such Debentures and (iii) be signed by the Holder of such
Debentures in the same manner as the original signature on the Letter of
Transmittal by which such Debentures were tendered (including any required
signature guarantees), or be signed by another person and accompanied by (x)
documents of transfer in a form acceptable to the Company, in its sole
discretion, and (y) a properly completed irrevocable proxy that authorizes such
person to effect such revocation on behalf of such Holder. If the Debentures to
be withdrawn have been delivered or otherwise identified to the Depositary, a
signed notice of withdrawal is effective immediately upon receipt by the
Depositary even if physical release is not yet effected. Any Debentures properly
withdrawn will be deemed not to be validly tendered for purposes of the Offer.
All signatures on a notice of withdrawal must be guaranteed by a recognized
participant in the Securities Transfer Agents Medallion Program, the NYSE
Medallion Signature Program or the Stock Exchange Medallion Program; provided,
however, that signatures on the notice of withdrawal need not be guaranteed if
the Debentures being withdrawn are held for the account of an Eligible
Institution.
A withdrawal of an instruction or a withdrawal of a tender must be executed
by a DTC Participant or a Holder, as the case may be, in the same manner as the
person's name appears on its transmission through ATOP or Letter of Transmittal,
as the case may be, to which such withdrawal relates. If a notice of withdrawal
is signed by a trustee, partner, executor, administrator, guardian,
attorney-in-fact, agent, officer
6
<PAGE>
of a corporation or other person acting in a fiduciary or representative
capacity, such person must so indicate when signing and must submit with the
revocation appropriate evidence of authority to execute the notice of
withdrawal. A Holder or DTC Participant may withdraw a tender only if such
withdrawal complies with the provisions of this Offer to Purchase.
A withdrawal of an instruction previously given pursuant to the transmission
of an acceptance through ATOP or a withdrawal of a tender by a Holder may be
rescinded only by (i) a new transmission of acceptance through ATOP, or (ii)
execution and delivery of a new Letter of Transmittal, as the case may be, in
accordance with the procedures described herein.
CERTAIN INFORMATION CONCERNING THE COMPANY
The Company is a leading single-source provider of information technology
products and technology management services designed to enhance the productivity
of information systems primarily for Fortune 1000 clients. The Company offers a
comprehensive range of integrated life cycle services to manage the entire
technology life cycle including: (1) technology planning, (2) technology
procurement, (3) technology integration, (4) technology support and (5)
technology management. The Company's expertise includes the integration of voice
and data communications. The Company sells its products and services through a
marketing network of company-owned business centers throughout the United States
that focus on serving large corporations. The Company also has a network of
value-added resellers that typically have a regional, industry or specific
product focus. The Company has international affiliations in Europe, Asia,
Central and South America, the Caribbean, the Middle East, Africa, Canada and
Mexico to satisfy the technology management needs of its multinational clients.
The Company's headquarters are located at 10810 Farnam Drive, Omaha,
Nebraska 68154, and its telephone number is (402) 758-3900. See "Available
Information" with respect to the Company's reports under the Exchange Act that
provide additional details with respect to the Company's business.
RECENT DEVELOPMENTS
On February 17, 1999, Vanstar became a wholly-owned subsidiary of the
Company and each share of Vanstar common stock was converted into the right to
receive .64 shares of Common Stock. In connection with the transaction, the
Company issued approximately 28 million shares of Common Stock.
The Company is also conducting a repurchase offer for its $86,250,000 4.5%
Subordinated Convertible Debentures Due November 1, 2004 simultaneously with
this Offer.
SOURCES AND AMOUNT OF FUNDS
The precise amount of funds required by the Company to purchase Debentures
tendered pursuant to the Offer and to pay the fees and expenses related to the
Offer will not be known until the Expiration Date. If all outstanding Debentures
were tendered and purchased, the aggregate amount of funds required to pay the
Repurchase Price would be $56,520,750. The Company has not arranged permanent
financing to fund the purchase of the Debentures. Management anticipates
utilizing available working capital and current revolving bank line of credit
financing plus, to the extent necessary, arranging additional bank credit.
MARKET PRICE INFORMATION
THE DEBENTURES
The Debentures were issued in 1996, and there currently is a limited trading
market for the Debentures, which are not listed on any securities exchange. To
the Company's knowledge, the Debentures are traded infrequently in transactions
arranged through market makers, and there is no publicly available pricing
information for the Debentures. Quotations for securities that are not widely
traded, such as the
7
<PAGE>
Debentures, may differ from actual trading prices and should be viewed as
approximations. Holders are urged to contact their brokers with respect to the
current market prices, if any, for the Debentures.
COMMON STOCK
The table below sets forth for the fiscal quarters indicated, the high and
low sales prices per share reported by the New York Stock Exchange Composite
List for the Common Stock. The Common Stock trades on the New York Stock
Exchange under the symbol "ICO."
<TABLE>
<CAPTION>
HIGH LOW
--------- --------
<S> <C> <C>
Fiscal year:
1997
First Quarter ended March 29, 1997:............................................................. $40 1/8 $20 5/8
Second Quarter ended June 28, 1997:............................................................. 32 1/2 20
Third Quarter ended September 27, 1997:......................................................... 37 5/8 31 1/8
Fourth Quarter ended December 27, 1997:......................................................... 39 3/8 24 3/8
1998
First Quarter ended March 28, 1998:............................................................. 33 1/16 22 5/8
Second Quarter ended June 27, 1998:............................................................. 37 1/4 25 5/8
Third Quarter ended September 26, 1998:......................................................... 33 15/16 15 1/2
Fourth Quarter ended December 27, 1998:......................................................... 21 1/8 13 9/16
1999
First Quarter (through March 15, 1999):......................................................... 17 3/4 12 1/4
</TABLE>
On March 15, 1999, the last reported sales price of Common Stock was $12.50.
8
<PAGE>
SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following table sets forth selected unaudited financial information of
the Company at December 26, 1998 and for the year ended December 26, 1998
(adjusted to give effect to the merger with Vanstar Corporation) and (i) the pro
forma effect of the repurchase of the Company's 6% Subordinated Convertible
Debentures due 2006 and (ii) the pro forma effect of the repurchase of both the
4.5% Convertible Subordinated Debentures due 2004 and the 6% Convertible
Subordinated Debentures due 2006.
<TABLE>
<CAPTION>
PRO FORMA
RESTATED ----------------------------------------------------------------
INACOM INACOM(1) ADJUSTMENTS(2)(4) AS ADJUSTED ADJUSTMENTS(3)(4) AS ADJUSTED
--------- ----------- ------------------- ----------- ----------------- -----------
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenue...................... $4,258,425 $6,887,414 $ -- $6,887,414 $ -- $6,887,414
Net earnings................. 42,584 (8,560) (329) (8,889) (1,277) (10,166)
Earnings per share:
Basic...................... 2.66 (0.19) (0.01) (0.20) (0.03) (0.23)
Diluted.................... $ 2.26 $ (0.19) $ (0.01) $ (0.20) $ (0.03) $ (0.23)
BALANCE SHEET DATA:
Total assets................. $1,103,539 $1,880,984 $ (246) $1,880,738 $ (1,711) $1,879,027
Long-term debt............... 201,500 201,941 -- 201,941 -- 201,941
Company-obligated mandatorily
redeemable convertible
preferred securities of
subsidiary trust holding
solely convertible
subordinated debt
securities of the
Company.................... -- 194,974 -- 194,974 -- 194,974
Total stockholders' equity... $ 425,137 $ 565,224 $ (329) $ 564,895 $ (1,277) $ 563,618
Ratio of earnings to fixed
charges.................... 2.78 1.17 -- 1.17 -- 1.14
Book value per share......... $ 25.35 $ 12.62 $ (0.01) $ 12.61 $ (0.03) $ 12.58
</TABLE>
- ------------------------------
(1) The merger of InaCom and Vanstar on February 17, 1999 was accounted for as a
pooling of interests and accordingly supplemental consolidated financial
statements that give retroactive effect to the merger have been filed in a
Current Report on Form 8-K/A dated February 17, 1999.
(2) Pro forma effect of the repurchase of the 6% Convertible Subordinated
Debentures due 2006 if the debentures had been repurchased for cash on
January 1, 1998 and replaced with borrowings under the Company's credit
agreements, and the estimated additional expense for borrowings under such
credit agreements.
(3) Pro forma effect of the repurchase of the 4.5% Convertible Subordinated
Debentures due 2004 if the debentures had been repurchased for cash on
January 1, 1998 and replaced with borrowings under the Company's credit
agreements, and the estimated additional expense for borrowings under such
credit agreements.
(4) Diluted earnings per share equals basic earnings per share. As a result of
the net loss, calculating pro forma diluted earnings per share would have
resulted in diluted earnings per share reflecting a smaller loss per share.
9
<PAGE>
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following discussion is for general information only and is based on the
federal income tax law now in effect, which is subject to change, possibly
retroactively. This summary does not discuss all aspects of federal income
taxation which may be relevant to any particular Holder in light of such
Holder's individual investment circumstances or to certain types of Holders
subject to special tax rules (e.g., financial institutions, broker-dealers,
insurance companies, tax-exempt organizations, and foreign taxpayers), nor does
it address specific state, local or foreign tax consequences. This summary
assumes that Holders have held their Debentures as "capital assets" under the
Internal Revenue Code of 1986, as amended. EACH HOLDER IS URGED TO CONSULT SUCH
HOLDER'S TAX ADVISOR REGARDING THE SPECIFIC FEDERAL, STATE, LOCAL, AND FOREIGN
INCOME AND OTHER TAX CONSEQUENCES OF THE OFFER.
The receipt of cash by a Holder in exchange for Debentures will be a taxable
transaction for federal income tax purposes and may also be a taxable
transaction under applicable state, local or foreign tax laws. Such Holder will
recognize gain or loss in an amount equal to the difference between (a) the
amount of cash received (other than that representing accrued interest) and (b)
such Holder's adjusted tax basis in the Debentures. Subject to the market
discount rules discussed below, such gain or loss will be capital gain or loss.
If an individual Holder has held such Debentures for more than one year, the
gain will be long-term gain with a maximum federal income tax rate of 20%.
Capital gains recognized by regular corporate Holders are taxed at the same
rates as ordinary income. Any capital loss will be short-term loss if the
Debentures have been held for one year or less and long-term loss if the
Debentures have been held for more than one year.
With respect to the individual Holders, capital losses are deductible to the
extent of capital gains, plus up to $3,000 of any remaining capital losses can
be used to offset ordinary income. Any unused capital losses for the year can be
carried forward indefinitely until such losses are used. For corporate Holders,
capital losses are deductible only to the extent of capital gains for the year,
with no offset against ordinary income. Any unused capital losses may be carried
back three years and forward five years following the loss year.
The payment of accrued interest on a Debenture generally will be treated as
ordinary income.
An exception to the capital gain treatment described above applies to a
Holder who holds a Debenture with a "market discount." Market discount is the
amount by which the Holder's basis in the Debenture immediately after its
acquisition is exceeded by the stated redemption price of the Debenture at
maturity. A Debenture, however, will be considered to have no market discount if
such market discount is less than 1/4 of 1% of the stated redemption price of
the Debenture at maturity multiplied by the number of complete years from the
Holder's acquisition date of the Debenture to its maturity date. The gain
realized by the Holder of a market discount Debenture on its purchase by the
Company will be treated as ordinary income to the extent that a market discount
has accrued (on a straight line basis or, at the election of the Holder, on a
constant interest basis) from the Holder's acquisition date to the date of sale,
unless the Holder has elected to include market discount in income currently as
it accrues. Gain in excess of such accrued market discount will be subject to
the capital gains rules described above.
10
<PAGE>
THE DEPOSITARY
The Depositary for the Offer is Norwest Bank Minnesota, N.A. All deliveries,
correspondence and questions sent or presented to the Depositary relating to the
Offer should be directed to one of the addresses or telephone numbers set forth
on the back cover of this Offer to Purchase. Requests for information or
additional copies of the Offer to Purchase and the related Letter of Transmittal
should be directed to the Depositary.
The Company will pay the Depositary reasonable and customary compensation
for its services in connection with the Offer, plus reimbursement for reasonable
out-of-pocket expenses.
Brokers, dealers, commercial banks and trust companies will be reimbursed by
the Company for customary mailing and handling expenses incurred by them in
forwarding material to their customers.
11
<PAGE>
MISCELLANEOUS
The Company is not aware of any jurisdiction where the making of the Offer
is not in compliance with the laws of such jurisdiction. If the Company becomes
aware of any jurisdiction where the making of the Offer would not be in
compliance with such laws, the Company will make a good faith effort to comply
with any such laws or seek to have such laws declared inapplicable to the Offer.
If, after such good faith effort, the Company cannot comply with any such
applicable laws, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) the Holders residing in such jurisdiction.
The Letter of Transmittal, certificates representing tendered Debentures and
any other required documents should be sent or delivered by each Holder or such
Holder's broker, dealer, commercial bank, trust company or other nominee to the
Depositary as follows:
The Depositary for the Offer is:
Norwest Bank Minnesota, National Association
<TABLE>
<S> <C> <C>
BY REGISTERED OR BY HAND DELIVERY OR IN PERSON:
CERTIFIED MAIL: OVERNIGHT COURIER:
Norwest Bank Minnesota Norwest Bank Minnesota, Norwest Bank Minnesota,
National Association National Association National Association
Corporate Trust Operations Corporate Trust Operations Northstar East Bldg.
P.O. Box 1517 Norwest Center 608 2(nd) Ave. S.
Minneapolis, MN 55480-1517 Sixth and Marquette 12(th) Floor
Minneapolis, MN 55479-0113 Corporate Trust Services
Minneapolis, MN 55479-0113
</TABLE>
BY FACSIMILE:
(612) 667-4927
CONFIRM BY TELEPHONE
(612) 667-9764
12
<PAGE>
CUSIPS 45323G AA 7
45323G AB 5
LETTER OF TRANSMITTAL
TO TENDER 6% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2006
OF
INACOM CORP
PURSUANT TO THE NOTICE AND OFFER TO PURCHASE
DATED MARCH 19, 1999
- --------------------------------------------------------------------------------
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE,
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON APRIL 19, 1999, UNLESS THE OFFER IS EXTENDED (SUCH TIME AND DATE
OR THE LATEST EXTENSION THEREOF, IF EXTENDED, THE "EXPIRATION DATE").
DEBENTURES TENDERED IN THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE
EXPIRATION DATE.
- --------------------------------------------------------------------------------
The Depositary for the Offer is:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
BY COURIER:
Norwest Bank Minnesota,
National Association
Corporate Trust Operations
P. O. Box 1517
Minneapolis, MN 55480-1517
BY REGISTERED MAIL:
Norwest Bank Minnesota,
National Association
Corporate Trust Operations
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-0113
BY HAND:
Norwest Bank Minnesota,
National Association
Northstar East Bldg.
608 2nd Ave. S.
12th Floor
Corporate Trust Services
Minneapolis, MN 55479-0113
BY FACSIMILE: (612) 667-4927
CONFIRM BY TELEPHONE: (612) 667-9764
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE
VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN AND IN THE OFFER TO PURCHASE (AS DEFINED
BELOW) SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
By execution hereof, the undersigned acknowledges receipt of the Notice and
Offer to Purchase, dated March 19, 1999 (as the same may be amended from time to
time, the "Offer to Purchase"), of InaCom Corp. ("InaCom") and this Letter of
Transmittal and instructions hereto (the "Letter of Transmittal"), which
together constitute InaCom's offer to purchase (the "Offer") any and all of the
outstanding 6% Convertible Subordinated Debentures due 2006 of InaCom (the
"Debentures"), upon the terms and subject to the conditions set forth in the
Offer to Purchase.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE PAYMENT FOR THE DEBENTURES TO BE
PURCHASED PURSUANT TO THE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR
DEBENTURES TO THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.
This Letter of Transmittal is to be used by holders of the Debentures if
certificates representing Debentures are to be physically delivered to the
Depositary herewith by holders of Debentures. This Letter of Transmittal is also
being supplied for informational purposes only to persons who hold
<PAGE>
Debentures in book-entry form through the facilities of The Depositary Trust
Company ("DTC"). Tender of Debentures held through DTC must be made pursuant to
the procedures described under "Procedures for Tendering Debentures--Tendering
Debentures--Debentures Held Through DTC" in the Offer to Purchase.
In order to properly complete this Letter of Transmittal, a holder of
Debentures must (a) complete the box entitled "Description of Debentures
Tendered;" (b) if appropriate, check and complete the boxes relating to
guaranteed delivery, Special Issuance of Payment Instructions and Special
Delivery Instructions; (c) sign the Letter of Transmittal; and (d) complete
Substitute Form W-9. Each holder of Debentures should carefully read the
detailed Instructions contained herein prior to completing this Letter of
Transmittal.
If holders desire to tender Debentures pursuant to the Offer and (a)
certificates representing such holder's Debentures are not lost but are not
immediately available or time will not permit this Letter of Transmittal,
certificates representing such Debentures or other required documents to reach
the Depositary prior to the Expiration Date, or (b) the procedures for
book-entry transfer cannot be completed prior to the Expiration Date, such
holders may effect a tender of such Debentures in accordance with the guaranteed
delivery procedures described under "Procedure for Tendering
Debentures--Guaranteed Delivery Procedures" in the Offer to Purchase. See
Instruction 1 below.
All capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Offer to Purchase.
Your bank or broker can assist you in completing this form. The instructions
included with this Letter of Transmittal must be followed. Questions and
requests for assistance or for additional copies of the Offer to Purchase, this
Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to
the Depositary. See Instruction 9 below.
THE OFFER IS NOT BEING MADE (NOR WILL TENDERS OF DEBENTURES BE ACCEPTED FROM
OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE
OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
2
<PAGE>
List below the Debentures to which this Letter of Transmittal relates. If
the space provided below is inadequate, list the certificate numbers and
principal amounts on a separately executed schedule and affix the schedule to
this Letter of Transmittal. Tenders of Debentures will be accepted only in
principal amounts equal to $1,000 or integral multiples thereof.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
DESCRIPTION OF DEBENTURES TENDERED
-------------------------------------------------------------------------------------------
AGGREGATE AGGREGATE
NAME(S) AND ADDRESS(ES) PRINCIPAL PRINCIPAL
OF REGISTERED HOLDER(S) CERTIFICATE AMOUNT AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER* REPRESENTED TENDERED**
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
TOTAL PRINCIPAL AMOUNT OF DEBENTURES:
$
- ---------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by holders tendering by book-entry transfer (see
below).
** Unless otherwise indicated in the column labeled "Aggregate Principal Amount
Tendered" and subject to the terms and conditions of the Offer to Purchase,
a holder will be deemed to have tendered the entire aggregate principal
amount represented by the Debentures indicated in the column labeled
"Aggregate Principal Amount Represented." See Instruction 2.
- --------------------------------------------------------------------------------
/ / CHECK HERE IF TENDERED DEBENTURES ARE ENCLOSED HEREWITH
/ / CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER (INCLUDING THROUGH ATOP) TO THE DEPOSITARY'S ACCOUNT AT DTC
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:____________________________________________
DTC Account Number:_______________________________________________________
Date Tendered:______________________________________________________, 1999
Transaction Code Number:__________________________________________________
/ / CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Notes Holder(s):____________________________________
Window Ticket Number (if any):____________________________________________
Date of Execution of Notice of Guaranteed Delivery:_______________________
Name of Eligible Institution that Guaranteed Delivery:____________________
If delivery is by book-entry transfer, complete the following:
DTC Account Number:_______________________________________________________
Date Sent:________________________________________________________________
--------------------------------------------------------------------------
3
<PAGE>
------------------------------------------------------------
SPECIAL ISSUANCE OR
PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 2 THROUGH 6)
To be completed ONLY if certificates for Debentures representing
principal amount not tendered or not purchased and/or the check for the
purchase price for principal amount of Debentures purchased are to be
issued to the order of someone other than the registered holder(s) of the
Debentures or the name of the registered holder(s) of the Debentures needs
to be corrected or changed.
Issue: / / Debentures
/ / Checks
(Complete as applicable)
Name _____________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
(PLEASE PRINT)
__________________________________________________________________________
__________________________________________________________________________
(ZIP CODE)
__________________________________________________________________________
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN)
- ------------------------------------------------------
- ------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2 THROUGH 6)
To be completed ONLY if certificates for Debentures representing
principal amount not tendered and/or the check for the purchase price for
principal amount of Debentures purchased are to be sent to an address
different from that shown in the box entitled "Description of Debentures
Tendered" within this Letter of Transmittal.
Issue: / / Debentures
/ / Checks
(Complete as applicable)
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
(PLEASE PRINT)
__________________________________________________________________________
__________________________________________________________________________
(ZIP CODE)
__________________________________________________________________________
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN)
- -----------------------------------------------------
4
<PAGE>
HOLDERS WHO WISH TO ACCEPT THE OFFER AND TENDER THEIR
DEBENTURES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Offer, the undersigned
hereby tenders to InaCom the principal amount of Debentures indicated above.
Subject to and effective upon the acceptance for purchase of and payment for
Debentures tendered hereby, by executing and delivering a Letter of Transmittal,
a tendering holder of Debentures (a) irrevocably sells, assigns and transfers to
InaCom, all right, title and interest in and to all the Debentures tendered
hereby, (b) waives any and all rights with respect to the Debentures (including
without limitation any existing or past defaults and their consequences in
respect of the Debentures and the Indenture under which the Debentures were
issued), (c) releases and discharges InaCom from any and all claims such holder
may have now, or may have in the future arising out of, or related to, the
Debentures including without limitation any claims that such holder is entitled
to receive additional principal or interest payments with respect to the
Debentures or to participate in any redemption or defeasance of the Debentures
and (d) irrevocably constitutes and appoints the Depositary the true and lawful
agent and attorney-in-fact of such holder with respect to any such tendered
Debentures, with full power of substitution and resubstitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest) to
(1) deliver certificates representing such Debentures, or transfer ownership of
such Debentures, on the account books maintained by DTC, together, in any such
case, with all accompanying evidences of transfer and authenticity, to InaCom,
(2) present such Debentures for transfer on the relevant security register and
(3) receive all benefits or otherwise exercise all rights of beneficial
ownership of such Debentures (except that the Depositary will have no rights to,
or control over, funds from InaCom, except as agent for InaCom, for the purchase
price for any tendered Debentures that are purchased by InaCom), all in
accordance with the terms of the Offer.
The undersigned understands that tenders of Debentures may be withdrawn by
written notice of withdrawal received by the Depositary at any time prior to the
Expiration Date. See Instruction 1.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED (A) OWNS
THE DEBENTURES TENDERED AND IS ENTITLED TO TENDER SUCH DEBENTURES AND (B) HAS
FULL POWER AND AUTHORITY TO TENDER, SELL, ASSIGN AND TRANSFER THE DEBENTURES
TENDERED HEREBY AND THAT WHEN SUCH DEBENTURES ARE ACCEPTED FOR PURCHASE AND
PAYMENT BY INACOM, INACOM WILL ACQUIRE GOOD TITLE THERETO, FREE AND CLEAR OF ALL
LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES AND NOT SUBJECT TO ANY ADVERSE
CLAIM OR RIGHT. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY
ADDITIONAL DOCUMENTS DEEMED BY THE DEPOSITARY OR INACOM TO BE NECESSARY OR
DESIRABLE TO COMPLETE THE SALE, ASSIGNMENT AND TRANSFER OF THE DEBENTURES
TENDERED HEREBY.
For the purposes of the Offer, the undersigned understands that InaCom will
be deemed to have accepted for purchase validly tendered Debentures (or
defectively tendered Debentures with respect to which InaCom has waived such
defect) only if, as and when InaCom gives oral or written notice thereof to the
Depositary. Payment for Debentures purchased pursuant to the Offer will be made
by deposit of the purchase price for such Debentures with the Depositary, which
will act as agent for tendering holders for the purpose of receiving payments
from InaCom and transmitting such payments to such holders.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned and every
obligation of the undersigned under this Letter of Transmittal shall be binding
upon the undersigned's heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives.
5
<PAGE>
The undersigned understands that valid tender of Debentures pursuant to any
one of the procedures described under "Procedures for Tendering Debentures" in
the Offer to Purchase and in the instructions hereto will constitute a binding
agreement between the undersigned and InaCom upon the terms and subject to the
conditions of the Offer, including the undersigned's waiver of any existing
defaults and their consequences in respect of the Debentures and the Indenture
(including, without limitation, a default in the payment of interest).
The undersigned understands that the delivery and surrender of the
Debentures is not effective, and the risk of loss of the Debentures does not
pass to the Depositary, until receipt by the Depositary of this Letter of
Transmittal, or a facsimile hereof, properly completed and duly executed,
together with all accompanying evidences of authority and any other required
documents in form satisfactory to InaCom. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance for payment of any
tender of Debentures pursuant to the procedures described in the Offer to
Purchase and the form and validity (including time of receipt of notices of
withdrawal) of all documents will be determined by InaCom, in its sole
discretion, which determination shall be final and binding on all parties.
Unless otherwise indicated herein under "Special Issuance or Payment
Instructions," the undersigned hereby requests that any Debentures representing
principal amounts not tendered be issued in the name(s) of the undersigned, and
checks constituting payments for Debentures purchased in connection with the
Offer be issued to the order of the undersigned. Similarly, unless otherwise
indicated herein under "Special Delivery Instructions," the undersigned hereby
requests that any Debentures representing principal amounts not tendered and
checks constituting payments for Debentures to be purchased in connection with
the Offer be delivered to the undersigned at the address(es) shown herein. In
the event that the "Special Issuance or Payment Instructions" box or the
"Special Delivery Instructions" box, or both, are completed, the undersigned
hereby requests that any Debentures representing principal amounts not tendered
be issued in the name(s) of, certificates for such Debentures be delivered to,
and checks constituting payments for Debentures purchased in connection with the
Offer be issued in the name(s) of, and be delivered to, the person(s) at the
address(es) so indicated, as applicable. The undersigned recognizes that InaCom
has no obligation pursuant to the "Special Issuance or Payment Instructions" box
to transfer any Debenture from the name of the registered holder(s) thereof if
InaCom does not accept for purchase any of the principal amount of such
Debentures so tendered.
6
<PAGE>
- --------------------------------------------------------------------------------
PLEASE SIGN BELOW
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF
DEBENTURES REGARDLESS OF WHETHER DEBENTURES
ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the registered holder(s) of
Debentures exactly as his (their) name(s) appear(s) on certificate(s) for
Debentures or by person(s) authorized to become registered holder(s) by
endorsements and documents transmitted with this Letter of Transmittal. If
the signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title
below under "Capacity" and submit evidence satisfactory to InaCom of such
person's authority to so act. See Instruction 3 below.
If the signature appearing below is not of the registered holder(s) of the
Debentures, then the registered holder(s) must sign a valid power of
attorney.
____________________________________________________________________________
____________________________________________________________________________
(SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED SIGNATORY)
Date: ___________________, 1999
Name(s): ___________________________________________________________________
____________________________________________________________________________
(PLEASE PRINT)
Capacity: __________________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No.: ( )__________________________________________
- --------------------------------------------------------------------------------
7
<PAGE>
- --------------------------------------------------------------------------------
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (IF REQUIRED--SEE INSTRUCTION 3 BELOW)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
____________________________________________________________________________
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
__________________________________________________________________________
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER
(INCLUDING AREA CODE) OF ELIGIBLE INSTITUTION)
__________________________________________________________________________
(AUTHORIZED SIGNATURE)
__________________________________________________________________________
(PRINTED NAME)
__________________________________________________________________________
(TITLE)
Date: ___________________, 1999
- --------------------------------------------------------------------------------
8
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. PROCEDURES FOR TENDERING DEBENTURES; GUARANTEED DELIVERY PROCEDURES;
WITHDRAWAL OF TENDERS. To tender the Debentures in the Offer, certificates
representing such Debentures, together with a properly completed and duly
executed copy (or facsimile) of this Letter of Transmittal, and any other
documents required by this Letter of Transmittal must be received by the
Depositary at one of its addresses set forth herein prior to the Expiration
Date. The method of delivery of this Letter of Transmittal, certificates for
Debentures and all other required documents to the Depositary is at the election
and risk of holders. If such delivery is to be made by mail, it is suggested
that holders use properly insured registered mail, return receipt requested, and
that the mailing be made sufficiently in advance of the Expiration Date to
permit delivery to the Depositary prior to such date. Except as otherwise
provided below, the delivery will be deemed made when actually received or
confirmed by the Depositary. THIS LETTER OF TRANSMITTAL AND DEBENTURES SHOULD BE
SENT ONLY TO THE DEPOSITARY, AND NOT TO INACOM.
This Letter of Transmittal is also being supplied for informational purposes
only to persons who hold Debentures in book-entry form through the facilities of
DTC. Tender of Debentures held through DTC must be made pursuant to the
procedures described under "Procedures for Tendering Debentures-- Tendering
Debentures--Debentures Held Through DTC" in the Offer to Purchase.
Except as provided herein for the book-entry or guaranteed delivery
procedures, unless the Debentures being tendered are deposited with the
Depositary on or prior to the Expiration Date (accompanied by the appropriate,
properly completed and duly executed Letter of Transmittal and any required
signature guarantees and other documents required by this Letter of
Transmittal), InaCom may, in its sole discretion, reject such tender. Payment
for Debentures will be made only against deposit of tendered Debentures.
By executing this Letter of Transmittal (or a facsimile thereof), a
tendering holder waives any right to receive any notice of the acceptance for
payment of tendered Debentures.
For a full description of the procedures for tendering Debentures, see
"Procedures for Tendering Debentures--Tendering Debentures" in the Offer to
Purchase.
If a holder desires to tender Debentures pursuant to the Offer and (a)
certificates representing such holder's Debentures are not lost but are not
immediately available or time will not permit this Letter of Transmittal,
certificates representing Debentures or other required documents to reach the
Depositary on or prior to the Expiration Date or (b) the procedures for
book-entry transfer cannot be completed on or prior to the Expiration Date, such
holder may effect a tender of such Debentures in accordance with the guaranteed
delivery procedures described under "Procedures for Tendering
Debentures--Guaranteed Delivery Procedures" in the Offer to Purchase.
Tenders of Debentures may be withdrawn at any time prior to the Expiration
Date pursuant to the procedures described under "Procedures For Tending
Debentures--Withdrawal Rights" in the Offer to Purchase.
2. PARTIAL TENDERS. Tenders of Debentures pursuant to the Offer will be
accepted only in principal amount equal to $1,000 or integral multiples thereof.
If less than the entire principal amount of any Debentures evidenced by a
submitted certificate is tendered, the tendering holder must fill in the
principal amount tendered in the last column of the box entitled "Description of
Debentures Tendered" herein. The entire principal amount represented by the
certificates for all Debentures delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated. If the entire principal amount of
all Debentures is not tendered, certificates for the principal amount of
Debentures not tendered
9
<PAGE>
will be sent to the holder unless otherwise provided in the appropriate box on
this Letter of Transmittal (see Instruction 4), promptly after the Debentures
are accepted for purchase.
3. SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENT:
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the
registered holder(s) of the Debentures tendered hereby, the signature(s) must
correspond with the name(s) as written on the fact of the certificate(s) without
alteration, enlargement or any change whatsoever.
IF THIS LETTER OF TRANSMITTAL IS EXECUTED BY A HOLDER OF DEBENTURES WHO IS
NOT THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID POWER OF
ATTORNEY, WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY AN ELIGIBLE
INSTITUTION.
If any of the Debentures tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal. If any
tendered Debentures are registered in different names on several certificates,
it will be necessary to complete, sign and submit as many copies of this Letter
of Transmittal and any necessary accompanying documents as there are different
names in which certificates are held.
If this Letter of Transmittal is signed by the holder, and the certificates
for any principal amount of Debentures not tendered for purchase are to be
issued (or if any principal amount of Debentures that is not tendered for
purchase is to be reissued or returned) to the holder, and checks constituting
payments for Debentures to be purchased in connection with the Offer are to be
issued to the order of the holder, then the holder need not endorse any
certificates for tendered Debentures nor provide a separate bond power. In any
other case (including if this Letter of Transmittal is not signed by the
holder), the holder must either properly endorse the certificates for Debentures
tendered or transmit a separate properly completed bond power with this Letter
of Transmittal (in either case, executed exactly as the name(s) of the
registered holder(s) appear(s) on such Debentures), with the signature on the
endorsement or bond power guaranteed by an Eligible Institution, unless such
certificates or bond powers are executed by an Eligible Institution.
If this Letter of Transmittal or any certificates representing Debentures or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to InaCom of their authority so to act must be
submitted with this Letter of Transmittal.
Endorsements on certificates for Debentures and signatures on bond powers
provided in accordance with this Instruction 3 by registered holders not
executing this Letter of Transmittal must be guaranteed by an Eligible
Institution.
No signature guarantee is required if: (a) this Letter of Transmittal is
signed by the registered holder(s) of Debentures tendered herewith and the
payments for the Debentures to be purchased are to be made, or any Debentures
for principal amounts not tendered for purchase are to be issued, directly to
such registered holder(s) and neither the "Special Issuance or Payment
Instructions" box nor the "Special Delivery Instructions" box of this Letter of
Transmittal has been completed; or (b) such Debentures are tendered for the
account of an Eligible Institution. In all other cases, all signatures on
Letters of Transmittal accompanying Debentures must be guaranteed by an Eligible
Institution.
4. SPECIAL ISSUANCE OR PAYMENT AND SPECIAL DELIVERY
INSTRUCTIONS. Tendering holders should indicate in the applicable box or boxes
the name and address to which certificates representing Debentures for principal
amounts not tendered or not accepted for purchase or checks constituting
payments for Debentures purchased in connection with the Offer are to be issued
or sent, if different from the name and address of the holder signing this
Letter of Transmittal. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
10
<PAGE>
indicated. If no instructions are given, Debentures not tendered or not accepted
for purchase will be returned to the holder of the Debentures tendered.
5. TAXPAYER IDENTIFICATION NUMBER AND SUBSTITUTE FORM W-9. Each tendering
holder is required to provide the Depositary with the holder's correct taxpayer
identification number ("TIN"), generally the holder's social security or federal
employer identification number, on Substitute Form W-9, which is provided under
"Important Tax Information" below, or, alternatively, to establish another basis
for exemption from backup withholding. A holder must cross out item (2) in the
Certification box on Substitute Form W-9 if such holder is subject to backup
withholding. Failure to provide the information on the form may subject the
tendering holder to 31% federal income tax backup withholding on the payments
made to the holder or other payee with respect to Debentures purchased pursuant
to the Offer. The box in Part 3 of the form should be checked if the tendering
holder has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 3 is checked and the Depositary
is not provided with a TIN within 60 days, thereafter the Depositary will
withhold 31% from all such payments with respect to the Debentures to be
purchased until a TIN is provided to the Depositary.
6. TRANSFER TAXES. InaCom will pay all transfer taxes, if any, payable on
the purchase and transfer of Debentures purchased pursuant to the Offer, except
in the case of deliveries of certificates for Debentures for principal amounts
not tendered for payment that are to be registered or issued in the name of any
person other than the holder of Debentures tendered hereby, in which case the
amount of any transfer taxes (whether imposed on the registered holder or such
other person) payable on account of the transfer to such person will be deducted
from the purchase price unless satisfactory evidence of the payment of such
taxes or exemption therefrom is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer stamps to be affixed to the certificates listed in this Letter of
Transmittal.
7. IRREGULARITIES. All questions as to the validity, form, eligibility
(including the time of receipt) and acceptance for payment of any tenders of
Debentures pursuant to the procedures described in the Offer to Purchase and the
form and validity (including the time of receipt of notices of withdrawal) of
all documents will be determined by InaCom, in its sole discretion, which
determination shall be final and binding on all parties. InaCom reserves the
absolute right to reject any or all tenders determined by it not to be in proper
form or the acceptance of or payment for which may be unlawful. InaCom also
reserves the absolute right to waive any of the conditions of the Offer and any
defect or irregularity in the tender of any particular Debentures. InaCom's
interpretations of the terms and conditions of the Offer (including without
limitation the instructions in this Letter of Transmittal) shall be final and
binding. No alternative, conditional or contingent tenders will be accepted.
Unless waived, any irregularities in connection with tenders must be cured
within such time as InaCom shall determine. None of InaCom, the Depositary or
any other person will be under any duty to give notification of any defects or
irregularities in such tenders or will incur any liability to holders for
failure to give such notification. Tenders of such Debentures shall not be
deemed to have been made until such irregularities have been cured or waived.
Any Debentures received by the Depositary that are not properly tendered and as
to which the irregularities have not been cured or waived will be returned by
the Depositary to the tendering holders, unless such holders have otherwise
provided herein, as promptly as practical following the Expiration Date.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR DEBENTURES. Any
holder of Debentures whose certificates for Debentures have been mutilated,
lost, stolen or destroyed should contact the Depositary at the address indicated
above for further instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering Debentures and requests for assistance or additional
copies of the Offer to Purchase and this Letter of Transmittal may be directed
to, and additional information about the Offer may be obtained from the
Depositary, whose address and telephone number appears herein.
11
<PAGE>
IMPORTANT INFORMATION
Under federal income tax laws, a holder whose tendered Debentures are
accepted for payment is required by law to provide the Depositary (as payer)
with such holder's correct TIN on Substitute Form W-9 included herein or
otherwise establish a basis for exemption from backup withholding. If such
holder is an individual, the TIN is his social security number. If the
Depositary is not provided with the correct TIN, a $50 penalty may be imposed by
the Internal Revenue Service, and payments made with respect to Debentures
purchased pursuant to the Offer may be subject to backup withholding. Failure to
comply truthfully with the backup withholding requirements also may result in
the imposition of severe criminal and/or civil fines and penalties.
Certain holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt holders should furnish their TIN, write "Exempt" on the
face of the Substitute Form W-9, and sign, date and return the Substitute Form
W-9 to the Depositary. A foreign person, including entities, may qualify as an
exempt recipient by submitting to the Depositary a properly completed Internal
Revenue Service Form W-8, signed under penalties of perjury, attesting to that
holder's foreign status. A Form W-8 can be obtained from the Depositary. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the holder or other payee. Backup withholding is not an
additional federal income tax. Rather, the federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to Debentures
purchased pursuant to the Offer, the holder is required to provide the
Depositary with either: (a) the holder's correct TIN by completing the form
included herein, certifying that the TIN provided on Substitute Form W-9 is
correct (or that such holder is awaiting a TIN) and that (1) the holder has not
been notified by the Internal Revenue Service that the holder is subject to
backup withholding as a result of failure to report all interest or dividends or
(2) the Internal Revenue Service has notified the holder that the holder is no
longer subject to backup withholding; or (b) an adequate basis for exemption.
NUMBER TO GIVE THE DEPOSITARY
The holder is required to give the Depositary the TIN (e.g., social security
number or employer identification number) of the registered holder of the
Debentures. If the Debentures are held in more than one name or are held not in
the name of the actual owner, consult the "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" included herein for
additional guidelines on which number to report.
12
<PAGE>
<TABLE>
<S> <C> <C> <C>
PAYER'S NAME: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN ------------------------
Form W-9 IN THE BOX AT RIGHT AND CERTIFY Social Security Number(s)
BY SIGNING AND DATING BELOW. OR
--------------------------
Employer Identification
Number
Department of the Treasury PART 2--Certification--Under penalty of perjury, I certify that:
Internal Revenue Service (1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be issued
to me), and
(2) I am not subject to backup withholding because: (a) I am
exempt from backup withholding, or (b) I have not been notified
by the Internal Revenue Service ("IRS") that I am subject to
backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I
am no longer subject to backup withholding.
Payer's Request for PART 3--AWAITING TIN / /
Taxpayer Identification
Number ("TIN")
PART 4--EXEMPT TIN / /
CERTIFICATION INSTRUCTIONS--You must cross out item (2) in Part 2 above if you have been
notified by the IRS that you are subject to backup withholding because of underreporting
interest or dividends on your tax return. However, if after being notified by the IRS that
you were subject to backup withholding you received another notification from the IRS stating
that you are no longer subject to backup withholding, do not cross out item (2). If you are
exempt from backup withholding, check the box in Part 4 above.
SIGNATURE: ------------------------------------------------ DATE: ------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate IRS Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification Number by
the time of payment, 31% of all reportable payments made to me will be
withheld, but that such amounts will be refunded to me if I then provide a
taxpayer identification number within sixty (60) days.
Signature
------------------------------------------------------ Date
------------------
13
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
- ----------------------------------------------------
<C> <S> <C>
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL
SECURITY NUMBER OF
--
<CAPTION>
- ----------------------------------------------------
- ----------------------------------------------------
<C> <S> <C>
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL
SECURITY NUMBER OF
--
<CAPTION>
- ----------------------------------------------------
</TABLE>
<TABLE>
<C> <S> <C>
1. Individual The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, any one of the
individuals (1)
3. Custodian account of a The minor (2)
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-trustee (1)
savings trust account
(grantor is also
trustee)
b. So-called trust The grantor-trustee (1)
account that is not a
legal or valid trust
under State law
5. Sole proprietorship The owner (3)
6. Sole proprietorship The owner (3)
7. A valid trust, estate, The legal entity (Do not
or pension trust furnish the identifying
number of the personal
representative or
trustee unless the legal
entity itself is not
designated in the
account title.) (4)
8. Corporate The corporation
9. Association, club, The organization
religious, charitable,
educational or other
tax-exempt organization
10. Partnership The partnership
11. A broker or registered The broker or nominee
nominee
</TABLE>
- --------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the owner.
(4) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
14
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER INFORMATION
NUMBER OF SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
The following is a list of payees exempt from backup withholding and for
which no information reporting is required. For interest and dividends, all
listed payees are exempt except item (9). For broker transactions, payees listed
in items (1) through (13) and a person registered under the Investment Advisors
Act of 1940 who regularly acts as a broker are exempt. Payments subject to
reporting under sections 6041 and 6041A are generally exempt from backup
withholding only if made to payees described in items (1) through (7), except a
corporation that provides medical and health care services or bills and collects
payments for such services is not exempt from backup withholding or information
reporting. Only payees described in items (2) through (6) are exempt from backup
withholding for barter exchange transactions, patronage dividends, and payments
by certain fishing boat operators.
(1) A corporation.
(2) An organization exempt from tax under section 501(a), or an IRA, or a
custodial account under section 403(b)(7).
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United States or
any of their political subdivisions or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies, or
instrumentalities.
(6) An international organization or any of its agencies or
instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the United
States or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures
Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the
Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed in
the most recent publication of the American Society of Corporate Secretaries,
Inc., Nominee List.
(15) A trust exempt from tax under section 664 or described in section 4947.
Payments of dividends and patronage dividends generally not subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
Payments of interest generally not subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals.
NOTE: THE PAYEE MAY BE SUBJECT TO BACKUP WITHHOLDING IF THIS INTEREST IS
$600 OR MORE AND IS PAID IN THE COURSE OF YOUR TRADE OR BUSINESS AND THE
PAYEE HAS NOT PROVIDED HIS OR HER CORRECT TIN TO YOU.
15
<PAGE>
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to non-resident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organization.
- Mortgage interest paid to you.
Payments that are not subject to information reporting are also not subject
to backup withholding. For details, sections 6041, 6041A(a), 6042, 6044, 6045,
6049, 6050A, and 6050N, and their regulations.
If you are exempt from backup withholding, you should still complete this
form to avoid possible erroneous backup withholding. Enter your correct TIN in
Part 1, check the box in Part 4, and sign and date the form. If you are a
nonresident alien or a foreign entity not subject to backup withholding, give
the requester a completed Form W-8, Certificate of Foreign Status.
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE. -- Section 6109 requires you to give your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA. The IRS uses the numbers of identification
purposes and to help verify the accuracy of your tax return. You must provide
your TIN whether or not you are required to file a tax return. Payers must
generally withhold 31% of taxable interest, dividend, and certain other payments
to a payee who does not give a TIN to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due
to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
(4) MISUSE OF TINS. -- If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
16
<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF CERTIFICATES FOR
6% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2006
OF
INACOM CORP.
CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN HAVE THE MEANINGS GIVEN THEM
IN THE CHANGE IN CONTROL NOTICE AND OFFER TO PURCHASE, DATED MARCH 19, 1999,
(THE "OFFER TO PURCHASE").
THIS NOTICE OF GUARANTEED DELIVERY MAY BE USED TO CAUSE A TENDER OF 6%
CONVERTIBLE SUBORDINATED DEBENTURES (THE "DEBENTURES") DUE 2006 OF INACOM CORP.
("INACOM") BY (I) A HOLDER OF DEBENTURES IF CERTIFICATES FOR THE DEBENTURES ARE
NOT IMMEDIATELY AVAILABLE OR TIME WILL NOT PERMIT ALL REQUIRED DOCUMENTS TO
REACH THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE OR (II) BY A DTC
PARTICIPANT IF THE PROCEDURES FOR BOOK-ENTRY TRANSFER DESCRIBED IN THE OFFER TO
PURCHASE CANNOT BE COMPLETED ON A TIMELY BASIS.
The Depositary for the Offer is:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
BY COURIER:
Norwest Bank Minnesota,
National Association
Corporate Trust Operations
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-0113
BY REGISTERED MAIL:
Norwest Bank Minnesota,
National Association
Corporate Trust Operations
PO Box 1517
Minneapolis, MN 55480-1517
BY HAND:
Norwest Bank Minnesota,
National Association
Northstar East Bldg.
608 2nd Ave. S.
12th Floor
Corporate Trust Services
Minneapolis, MN 55479-0113
BY FACSIMILE: (612) 667-4927
CONFIRM BY TELEPHONE: (612) 667-9764
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the Offer to
Purchase and the Letter of Transmittal.
On the terms and subject to the conditions of the Offer to Purchase and the
Letter of Transmittal, the undersigned hereby represents that it is the Holder
of the Debentures being tendered (or caused to be tendered) hereby and is
entitled to tender (or cause to be tendered) such Debentures as contemplated by
the Offer and, pursuant to the guaranteed delivery procedures described in the
Offer to Purchase and Letter of Transmittal, hereby tenders (or causes a tender)
to InaCom of the aggregate principal amount of Debentures indicated below.
Except as stated in the Offer to Purchase, all authority herein conferred or
agreed to be conferred shall survive the death or incapacity of the undersigned,
and any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned.
A Holder must execute this Notice of Guaranteed Delivery exactly as its name
appears on its Debentures and a DTC Participant must execute this Notice of
Guaranteed Delivery exactly as its name is registered with DTC. If signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, agent,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person must set forth his or her name, address and capacity as
indicated below and submit evidence to InaCom of such person's authority so to
act.
<PAGE>
- --------------------------------------------------------------------------------
Aggregate Principal Amount at Maturity of Debentures Tendered: _____________
Certificate Nos. for Debentures (if available):
____________________________________________________________________________
____________________________________________________________________________
/ / Check box if being executed by a DTC Participant:
DTC Participant's Number: __________________________________________________
Transaction Code Number: ___________________________________________________
Account Number: ____________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
SIGNATURE(S) OF HOLDER(S)
Dated: ________________________ , 1999
Name(s) of Holders:
____________________________________________________________________________
____________________________________________________________________________
(Please Type or Print)
____________________________________________________________________________
Address Zip Code
____________________________________________________________________________
Area Code and Telephone No.
----------------------------------------------------------------------------
<PAGE>
THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a registered national securities exchange or of
the National Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or correspondent in the United States or another
"Eligible Guarantor Institution" as defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended, hereby guarantees that, within three New York
Stock Exchange trading days from the date of receipt by the Depositary of this
Notice of Guaranteed Delivery, a properly completed and validly executed Letter
of Transmittal (or a facsimile thereof), together with Debentures tendered
hereby in proper form for transfer, (or confirmation of the book-entry transfer
of such Debentures into the Depositary's account at the Depositary Trust
Company, pursuant to the procedures for book-entry transfer set forth under
"Procedure for Tendering Debentures" in the Offer to Purchase) and all other
required documents will be delivered by the undersigned to the Depositary.
<TABLE>
<S> <C>
NAME OF FIRM TITLE
AUTHORIZED SIGNATURE ADDRESS ZIP CODE
NAME (PLEASE TYPE OR PRINT) AREA CODE AND TELEPHONE NO.
</TABLE>
The institution which completes this form must deliver to the Depositary the
guarantee, the Letter of Transmittal (or facsimile thereof) and certificates for
Debentures within the time periods specified herein. Failure to do so could
result in a financial loss to such institution.
DO NOT SEND CERTIFICATES FOR DEBENTURES WITH THIS FORM. THEY SHOULD BE SENT WITH
THE LETTER OF TRANSMITTAL.
<PAGE>
INACOM CORP.
OFFER TO PURCHASE FOR CASH
ANY AND ALL OF ITS OUTSTANDING
6% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2006
- --------------------------------------------------------------------------------
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, THE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
APRIL 19, 1999, UNLESS THE OFFER IS EXTENDED (SUCH TIME AND DATE OR THE
LATEST EXTENSION THEREOF, IF EXTENDED, THE "EXPIRATION DATE"). DEBENTURES
TENDERED IN THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION
DATE.
----------------------------------------------------------------------------
March 19, 1999
TO OUR CLIENTS:
Enclosed for your consideration is a Notice and Offer to Purchase, dated
March 19, 1999 (as the same may be amended from time to time, the "Offer to
Purchase"), and a Letter of Transmittal and instructions thereto (the "Letter of
Transmittal"), relating to the offer (the "Offer") by InaCom Corp. ("InaCom") to
purchase for cash any and all of its outstanding 6% Convertible Subordinated
Debentures due 2006 (the "Debentures"). The "Repurchase Price" is 100% of the
principle amount of the Debentures, plus accrued interest to May 3, 1999, the
date of payment (the "Repurchase Date"), or a later date if the Expiration Date
is extended as set forth in the Offer to Purchase.
The materials are being forwarded to you as the beneficial owner of
Debentures carried by us for your account or benefit but not registered in your
name. A tender of any Debentures may only be made by us as the registered holder
and pursuant to your instructions. Therefore, InaCom urges beneficial owners of
Debentures registered in the name of a broker, dealer, commercial bank, trust
company or any other nominee to contact such registered holder promptly if they
wish to tender Debentures in the Offer.
Accordingly, we request instructions as to whether you wish us to tender any
or all such Debentures held by us for your account or benefit pursuant to the
terms and conditions set forth in the Offer to Purchase and the Letter of
Transmittal. We urge you to read carefully the Offer to Purchase and the Letter
of Transmittal before instructing us to tender your Debentures.
Your instructions to us should be forwarded as promptly as possible in order
to permit us to tender Debentures on your behalf in accordance with the
provisions of the Offer. Debentures tendered pursuant to the Offer may be
validly withdrawn, subject to the procedures described in the Offer to Purchase,
at any time prior to the Expiration Date.
<PAGE>
Your attention is directed to the following:
1. The Offer is for any and all outstanding Debentures.
2. The Offer and withdrawal rights will expire on the Expiration Date.
3. Any transfer taxes incident to the transfer of Debentures from the tendering
Holder to InaCom will be paid by InaCom, except as provided in the Offer to
Purchase and the instructions to the Letter of Transmittal.
If you wish to have us tender any or all of your Debentures held by us for
your account or benefit, please so instruct us by completing, executing and
returning to us the instruction form that appears below. If you authorize the
tender of your Debentures, all such Debentures will be tendered unless otherwise
specified below. The accompanying Letter of Transmittal is furnished to you for
informational purposes only and may not be used by you to tender Debentures held
by us and registered in our name for your account or benefit.
- --------------------------------------------------------------------------------
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Offer.
This will instruct you to tender the principal amount of Debentures
indicated below held by you for the account or benefit of the
undersigned pursuant to the terms of and conditions set forth in the
Offer to Purchase and the Letter of Transmittal.
Box 1 / / Please tender ALL my Debentures held by you for my account or
benefit.
Box 2 / / Please tender LESS than all of my Debentures. I wish to tender
$________ principal amount of Debentures.
Box 3 / / Please do not tender any Debentures held by you for my account or
benefit.
Date: ________________________ , 1999.
____________________________________________________________________________
____________________________________________________________________________
Signature(s)
____________________________________________________________________________
____________________________________________________________________________
Please Print Name(s) Here
UNLESS A SPECIFIC CONTRARY INSTRUCTION IS GIVEN, YOUR SIGNATURE(S) HEREON
SHALL CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL OF YOUR DEBENTURES.
----------------------------------------------------------------------------
<PAGE>
INACOM CORP.
OFFER TO PURCHASE FOR CASH
ANY AND ALL OF ITS OUTSTANDING
6% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2006
- --------------------------------------------------------------------------------
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, THE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
APRIL 19, 1999, UNLESS THE OFFER IS EXTENDED (SUCH TIME AND DATE OR THE
LATEST EXTENSION THEREOF, IF EXTENDED, THE "EXPRIRATION DATE"). DEBENTURES
TENDERED IN THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION
DATE.
----------------------------------------------------------------------------
March 19, 1999
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Enclosed for your consideration is a Notice and Offer to Purchase, dated
March 19, 1999 (as the same may be amended from time to time, the "Offer to
Purchase"), and a Letter of Transmittal and instructions thereto (the "Letter of
Transmittal") relating to the offer (the "Offer") by InaCom Corp. ("InaCom") to
purchase for cash any and all of the outstanding 6% Convertible Subordinated
Debentures due 2006 of InaCom (the "Debentures"). The "Repurchase Price" is 100%
of the principle amount of the Debentures, plus accrued interest to May 3, 1999,
the date of payment (the "Repurchase Date"), or a later date if the Expiration
Date is extended as set forth in the Offer to Purchase.
We are asking you to contact your clients for whom you hold Debentures
registered in your name or in the name of your nominee. InaCom will pay all
transfer taxes, if any, applicable to the tender of Debentures, except as
otherwise provided in the Offer to Purchase and the Letter of Transmittal.
Enclosed is a copy of each of the following documents for forwarding to your
clients:
1. The Offer to Purchase.
2. A Letter of Transmittal, including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9, for your use in
connection with the tender of Debentures by Holders and for the
information of your clients.
3. A form of letter addressed "To Our Clients" that may be sent to your
clients for whose accounts you hold Debentures registered in your name or
the name of your nominee, with space provided for obtaining the clients'
instructions with regard to the Offer.
4. A Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Debentures are not lost but not immediately available,
or if the procedure for book-entry transfer cannot be completed on or
prior to the Expiration Date.
5. A return envelope addressed to Norwest Bank Minnesota, N.A., as
Depositary (the "Depositary").
Your prompt action is requested. Debentures tendered pursuant to the Offer
may be validly withdrawn, subject to the procedures described in the Offer to
Purchase, at any time prior to the Expiration Date.
<PAGE>
Please refer to "Procedures for Tendering Debentures" in the Offer to
Purchase for a description of the procedures which must be followed to tender
Debentures in the Offer.
Additional copies of the enclosed materials may be obtained from the
Depositary at (612) 667-9764.
Very truly yours,
INACOM CORP.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF INACOM, THE TRUSTEE, OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE
OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE OFFER TO PURCHASE OR THE
LETTER OF TRANSMITTAL.
<PAGE>
THE ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL THESE SECURITIES. THE OFFER IS MADE ONLY PURSUANT TO THE OFFER TO
PURCHASE AND THE RELATED LETTER OF TRANSMITTAL (WHICH ARE INCORPORATED BY
REFERENCE HEREIN) AND IS NOT BEING MADE TO (NOR WILL TENDERS BE ACCEPTED
FROM) HOLDERS OF DEBENTURES IN ANY JURISDICTION IN WHICH THE OFFER OR
THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE
SECURITIES LAWS OF SUCH JURISDICTION.
INACOM CORP.
NOTICE AND OFFER TO PURCHASE FOR CASH
ANY AND ALL OF ITS OUTSTANDING
6% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2006
AT 100% PRINCIPAL AMOUNT PLUS ACCRUED INTEREST
InaCom Corp. ("InaCom") is offering to purchase for cash at the Repurchase
Price, upon the terms and subject to the conditions set forth in the Notice and
Offer to Purchase dated March 19, 1999 (the "Offer to Purchase"), and in the
related Letter of Transmittal, any and all of the outstanding 6% Convertible
Subordinated Debentures Due 2006 of InaCom (the "Debentures"). The Repurchase
Price is 100% of the principal amount of the Debentures plus accrued and unpaid
interest to May 3, 1999, the date of payment (the "Repurchase Date"). See the
Offer to Purchase for capitalized terms used but not defined herein. Unless the
context otherwise requires, the term "Offer to Purchase" includes the Letter of
Transmittal.
The Offer is being made pursuant to the terms of the Indenture, which
provides that, following a Change in Control, InaCom is required to repurchase
any and all Debentures from each Holder of Debentures that properly exercises
its Change in Control Right, in denominations of $1,000 or integral multiples
thereof, at a purchase price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the Repurchase Date. A Change in Control
may be deemed to have occurred on February 17, 1999 as a result of the
consummation of a merger by which Vanstar Corporation became a wholly owned
subsidiary of InaCom.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE OFFER TO
PURCHASE, THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON APRIL 19, 1999, UNLESS THE OFFER IS EXTENDED
(SUCH TIME AND DATE OR THE LATEST THEREOF, IF EXTENDED, THE
"EXPIRATION DATE"). DEBENTURES TENDERED IN THE OFFER MAY BE WITHDRAWN
AT ANY TIME PRIOR TO THE EXPIRATION DATE.
As of February 17, 1999, there was $55,250,000 aggregate principal amount of
Debentures outstanding. The Debentures are convertible into shares of common
stock, par value $0.10 per share, of InaCom ("InaCom Common Stock") at a
conversion price of $24.00 per share.
A Holder may convert Debentures into shares of InaCom Common Stock until,
but not after, Debentures are properly tendered to Norwest Bank Minnesota, N.A.,
as Depositary (the "Depositary"), unless the tender of such Debentures is
properly withdrawn or there is a default in payment of the Repurchase Price.
Unless InaCom defaults in the payment of the Repurchase Price, any Debentures
tendered for payment pursuant to the Offer will cease to accrue interest on the
Repurchase Date. Any Debentures not tendered in the Offer will continue to
accrue interest and to be convertible at the option of the Holder thereof into
shares of InaCom Common Stock. Tenders of Debentures may be withdrawn at any
time prior to the Expiration Date.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment) and applicable law, InaCom will purchase, by accepting for payment,
and will pay for all Debentures validly tendered (and not properly withdrawn)
pursuant to the Offer, such payment to be made by the deposit of immediately
available funds by InaCom with the Depositary, which will act as agent for
tendering holders for the purpose of receiving payment from InaCom and
transmitting such payment to tendering Holders.
Any questions or requests for assistance or for copies of the Offer to
Purchase or related documents may be directed to the Depositary at the telephone
number set forth below. Any beneficial owner owning interests in Debentures may
contact such beneficial owner's broker, dealer, commercial bank, trust company
or other nominee for assistance concerning the Offer.
The Depositary for the Offer is:
Norwest Bank Minnesota,
National Association
Corporate Trust Operations
P. O. Box 1517
Minneapolis, MN 55480-1517
March 19, 1999 Telephone: (612) 667-9764
