INACOM CORP.
OFFER TO PURCHASE FOR CASH
ANY AND ALL OF ITS OUTSTANDING
4.5% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2004
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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TENDERED IN THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION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.
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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 4.5% Convertible Subordinated
Debentures due 2004 (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validly withdrawn, subject to the procedures described in the Offer to Purchase,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.
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 XxxXxx, 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.
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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.
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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.
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