INACOM CORP
8-K, 1999-03-26
PATENT OWNERS & LESSORS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                 March 25, 1999
                Date of Report (Date of earliest event reported)



                                  InaCom Corp.
             (Exact name of registrant as specified in its charter)


              Delaware             0-16114                47-0681813
           (State or other       (Commission            (IRS Employer
           jurisdiction of       File Number)         Identification No.)
           incorporation)


        10810 Farnam Drive, Omaha Nebraska                     68154
     (Address of principal executive offices)                (Zip Code)

                                 (402) 758-3900
               Registrant's telephone number, including area code

             ------------------------------------------------------

         (Former name or former address, if changed since last report.)


<PAGE>


Item 5.   OTHER EVENTS.

             On March 25, 1999, InaCom Corp. ("InaCom"),  announced its earnings
outlook for the first quarter  ending March 27, 1999. A copy of the InaCom press
release dated March 25, 1999 is attached hereto as Exhibit 99.1 and incorporated
herein by reference.

Item 7.      FINANCIAL STATEMENTS AND EXHIBITS.

             99.1     InaCom Press Release dated March 25, 1999.



                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                INACOM CORP.


March 25, 1999                                    /s/ David C. Guenthner
                                                By:______________________
                                                   David C. Guenthner
                          Executive Vice President and
                                                   Chief Financial Officer


<PAGE>


                                INDEX TO EXHIBITS

      Exhibit                               Description


         99.1     InaCom Press Release dated March 25, 1999.


                                                                    Exhibit 99.1

Inacom Announces Earnings Outlook for First Quarter

OMAHA,  Neb.--(BUSINESS  WIRE)--March 25,  1999--Inacom  Corp. (NYSE: ICO) today
announced that the company's financial  performance for the first quarter ending
March 27th will be impacted by recent industry  trends,  which have  constrained
revenue growth and placed significant pressure on earnings.  The company expects
first-quarter revenues will be in the range of $1.35 billion to $1.4 billion and
a loss per  basic  share  in the  range of  $3.15  to  $3.35,  inclusive  of the
previously announced Vanstar  merger-related charges and other one-time costs to
address current market  conditions.  Operating results are expected to be a loss
in the range of 10 to 20 cents  per  basic  share,  exclusive  of  non-recurring
first-quarter costs that are not expected in future periods.

"While we expected the first quarter to be soft, the revenue slowdown  occurring
in  the  marketplace  has  resulted  in  an  operating   performance  below  our
expectations,"  said Bill Fairfield,  President and Chief  Executive  Officer of
Inacom  Corp.  "The revenue  picture  quickly  changed and has been  affected by
market confusion  surrounding the "direct" model and what it means to Inacom. We
believe the "direct"  approach will benefit  Inacom and should make our business
less asset  intensive  and improve the return on our  investment.  Our increased
business  with Dell  customers  confirms this notion.  Unfortunately,  the noise
level  created  by  "direct"  announcements  has  caused  some  clients to delay
deployment as they evaluate their alternatives."

Fairfield  noted that an internal  focus in late 1998 and early 1999 to complete
the Vanstar merger also affected revenue growth. The merger, which was completed
on February 17, is now beginning to show positive results.

"We are beginning to regain the momentum lost during the pre-merger phase," said
Fairfield. "Our sales teams are winning new business and expanding relationships
with existing  clients.  The integration of Vanstar is on track and we expect to
achieve  annual  savings  of $150  million  from  combining  the  companies.  We
recognize the significant changes occurring in the market and are evaluating our
business to realign our cost  structure  and  strategically  position  Inacom to
compete  effectively  in 1999 and beyond.  I am confident that we are taking the
right steps to create long-term value for our shareholders."

The company  expects to announce  1999  first-quarter  results the week of April
19th.

Inacom Corp.  (NYSE:  ICO) is a $6.9 billion,  Fortune 500  technology  services
leader.  The company  designs,  implements  and manages  distributed  technology
infrastructure   solutions  that  optimize  our  clients'  return  on  their  IT
investments.  Inacom's client portfolio includes more than 35 percent of Fortune
500  corporations.  Inacom employs more than 12,000 people,  including more than
7,500 technical  professionals and is headquartered in Omaha, Nebraska.

This  press  release  contains  certain  forward-looking   statements  regarding
revenues,  margins,  earnings, growth rates and certain business trends based on
certain  assumptions and  information  currently  available to management.  Such
statements  are  subject to various  risks and  uncertainties,  including  those
described in the Company's  1998 10-K Report that could cause actual  results to
differ materially from the results discussed herein.





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