SEC File Number
0-16114
CUSIP Number
45323G109
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): /X/Form 10-K //Form 20-F //Form 11-K //Form 10-Q //Form N-SAR
For Period Ended: December 25, 1999
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE. NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant
INACOM CORP.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
10810 Farnam Drive
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City, State and Zip Code
Omaha, Nebraska 68154
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<PAGE>
PART II -- RULES 12b-25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
/X/ (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
/X/ (b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report of transition report on Form 10-Q,
or portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
/X/ (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period:
InaCom Corp.'s ("InaCom's")Form 10-K for the year ended December 25, 1999 could
not be filed within the prescribed time period. InaCom is unable to file this
information without unreasonable effort and expense. The Company and its
independent auditors are currently in the process of completing their analysis
of the accounting for the Company's vendor receivables and the effects on its
historical financial statements. As a result, the consolidated financial
statements as of and for the year ended December 25, 1999 have not been
finalized. The Form 10-K is expected to be completed on or before April 10,
2000. Attached as Exhibit A is a statement from KPMG LLP stating the required
report of independent auditors cannot be completed timely.
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PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Name: Thomas J. Fitzpatrick
Executive Vice President and
Chief Financial Officer
Telephone
Number: (402) 758-3900
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<PAGE>
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). / / Yes /X/ No
See attached Exhibit B.
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? /X/ Yes / / No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
See attached Exhibit B.
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InaCom Corp.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 27, 2000 By: /s/ Thomas J. Fitzpatrick
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Thomas J. Fitzpatrick
Executive Vice President and
Chief Financial Officer
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INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule O-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
<PAGE>
Exhibit A
KPMG PEAT MARWICK LLP
Omaha, Nebraska
March 24, 2000
InaCom Corp. and Subsidiaries
Omaha, Nebraska
Ladies and Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25 to be filed by InaCom Corp. and Subsidiaries on or about
March 24, 2000, which contains notification of the registrant's inability to
file its Form 10-K by March 24, 2000. We have read the Company's statements
contained in Part III therein and we agree with the stated reason as to why we
have been unable to complete our audit and report on the financial statements
for the year ended December 25, 1999, to be included in Form 10-K.
Very truly yours,
/s/ KPMG LLP
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KPMG LLP
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Exhibit B
Part IV - Other Information Narrative
Part IV(2):
Inacom previously filed its current report on Form 8-K dated February 16,
2000 reporting the disposition of certain assets. Inacom will file an amendment
to the Form 8-K to include the pro forma financial information required under
Item 7 of the form after the Form 10-K for the year ended December 25, 1999 is
filed.
Part IV(3):
Inacom issued a press release on February 16, 2000 announcing that it
expected to report (a) a loss of $.94 per share before special charges for its
fourth quarter of 1999 compared to net earnings of $.63 per share in the fourth
quarter of the prior year, (b) revenues of $1.54 billion for its fourth quarter
compared to $1.72 billion in the prior year and (c) a special charge of between
$80 million and $100 million, which is in addition to the previously announced
special charge of between $100 million and $150 million.
