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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
October 3, 1996
Date of Report (Date of earliest event reported)
VANSTAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-14192 94-2376431
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5964 W. Las Positas Blvd.
Pleasanton, California 94588
(Address of principal executive offices) (Zip Code)
(510) 734-4000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
As permitted under Rule 135c promulgated under the
Securities Act of 1933, as amended, Vanstar Corporation (the
"Registrant") is filing as an exhibit to this Current Report on
Form 8-K a press release issued by the Registrant on October 3,
1996.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Document
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99.1 Press release issued by the
Registrant on October 3, 1996
(filed herewith)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
VANSTAR CORPORATION
DATE: October 3, 1996 BY: /s/ H. Christopher Covington
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H. Christopher Covington
Senior Vice President
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EXHIBIT INDEX
Doc. No. Document Description
99.1 Press release issued by the Registrant on
October 3, 1996 (filed herewith)
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EXHIBIT 99.1
CONTACT
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Christine Mohrmann
Director of Investor Relations
Vanstar Corporation
(770) 569-3299
Dave Murray
Neale-May & Partners
(415) 328-5555 ext. 114
VANSTAR ANNOUNCES SALE OF
6 3/4% CONVERTIBLE TRUST INTERESTS
PLEASANTON, Calif. (October 3, 1996) Vanstar Corporation (NYSE:VST)
today announced that it has consummated the sale of $175,000,000 of
6 3/4 % convertible preferred trust interests issued by the Vanstar
Financing Trust to qualified institutional buyers and a limited
number of other institutional accredited investors. The trust
interests entitle holders to quarterly distribution payments and
will be convertible into shares of Vanstar common stock at a
conversion price of $28.75. Vanstar has granted the initial
purchasers a 30-day over-allotment option to purchase up to an
additional $26,250,000 of convertible preferred trust interests on
the same terms and conditions.
The net proceeds of the offering will be used to repay a
portion of Vanstar's existing long term indebtedness as part of a
refinancing plan directed at converting a substantial portion of
its long-term variable rate debt to fixed rate debt and reducing
its overall interest costs. The refinancing plan also contemplates
repayment of the remainder of Vanstar's long term indebtedness with
the proceeds of an accounts receivable-based financing transaction,
which Vanstar expects to complete in its current fiscal quarter.
Management anticipates that the combined effect of these
transactions will not be dilutive.
The convertible preferred trust interests sold in the offering
were not registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration thereunder
or the availability of an applicable exemption from the
registration requirements thereof. The shares of Vanstar common
stock issuable upon conversion of the convertible trust interests
sold in the offering were not registered under the Securities Act
of 1933 and may not be offered or sold in the United States absent
registration thereunder or the availability of an applicable
exemption from the registration requirements thereof.
This press release contains certain forward looking statements
that involve risks and uncertainties. Although Vanstar plans to
proceed promptly with the accounts receivable-based financing
transaction, among the risks and uncertainties are that the
transaction contemplated herein may not be consummated or that the
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terms upon which it is consummated may differ materially from those
currently contemplated by Vanstar. As a result, the actual results
experienced by Vanstar could differ materially from the statements
made herein. Recipients of this press release are cautioned not to
place undue reliance on the forward looking statements made herein.
