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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
August 27, 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 August 27,
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 August 27, 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: September 3, 1996 BY: /s/ H. Christopher Covington
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H. Christopher Covington
Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Doc. No. Document Description
99.1 Press release issued by the Registrant on
August 27, 1996 (filed herewith)
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EXHIBIT 99.1
CONTACT
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Christine Mohrmann
Director of Investor Relations
(770) 569-3299
Dave Murray
Neale-May & Partners
(415) 328-5555 ext. 114
VANSTAR ANNOUNCES PLANNED OFFERING
OF CONVERTIBLE TRUST INTERESTS
PLEASANTON, Calif. (August 27, 1996) Vanstar Corporation (VST -
NYSE) today announced that it plans to offer approximately
$125,000,000 ($150,000,000 if the over-allotment option is
exercised in full) of convertible preferred trust interests in an
offering within the United States to qualified institutional
buyers and a limited number of other institutional accredited
investors and outside the United States to foreign investors.
The trust interests will entitle holders to quarterly
distribution payments and will be convertible to shares of
Vanstar common stock. The transaction is expected to be
structured to permit Vanstar to treat the convertible preferred
trust interests as indebtedness for federal income tax purposes.
The net proceeds of the offering are anticipated to 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 asset securitization transaction to be
implemented promptly following consummation of the offering.
Management does not anticipate that the effect of these
transactions, taken together, will be dilutive. Vanstar expects
to complete the refinancing plan, including the offering and the
asset securitization transaction, during the course of its
current fiscal quarter.
The Securities to be offered as part of the refinancing will
not be 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 offering and the asset
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securitization, among the risks and uncertainties are that the
offerings contemplated herein may not be consummated or that the
terms upon which they are 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.
