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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
Amendment No. 2
to
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
INACOM CORP.
(Name of Issuer)
INACOM CORP.
(Name of Person(s) Filing Statement)
6% Convertible Subordinated Debentures 45323G AA 7
Due June 15, 2006 45323G AB 5
(Title of Class of Securities) (CUSIP Numbers of Class of Securities)
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: $15,713
Form or registration no.: Schedule 13E-4
Filing party: InaCom Corp.
Date filed: March 19, 1999
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 final amendment to Schedule 13E-4 relates to an offer (the
"Offer") by InaCom Corp., a Delaware corporation (the "Company") as set forth in
the Notice and Offer to Purchase, dated March 19, 1999, as amended and
supplemented, to purchase for cash any and all of the outstanding 6% Convertible
Subordinated Debentures due June 15, 2006 of the Company (the "Debentures").
Item 1: Security and Issuer
The Offer expired at 5:00 p.m., New York City time, on Friday, April
30, 1999. On Monday, May 3, 1999 the Company accepted for purchase through its
Depositary, Norwest Bank Minnesota, National Association, $55,250,000 aggregate
principal amount of Debentures at a purchase price of 100% of the principal
amount thereof plus accrued interest. As a result, on and after May 3, 1999, all
Debentures ceased to be outstanding.
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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.
INACOM CORP.
/s/ David C. Guenthner
By:___________________________________
David C. Guenthner
Executive Vice President and
Chief Financial Officer
Dated: May 13, 1999
