FOURTH PROSPECTUS SUPPLEMENT
(to Prospectus dated January 15, 1997,
First Prospectus Supplement dated February 6, 1997,
Second Prospectus Supplement dated February 27, 1997 and
Third Prospectus Supplement dated March 18, 1997)
Filed Pursuant to Rules 424(b)(3) and (c)
Registration Nos. 333-16307 and 333-16307-01
4,025,000 Trust Convertible Preferred Securities
VANSTAR FINANCING TRUST
6-3/4% Trust Convertible Preferred Securities
(Liquidation Amount $50 per Preferred Security)
guaranteed by, and convertible into Common Stock of,
VANSTAR CORPORATION
-------------------
This Fourth Prospectus Supplement supplements and amends the
Prospectus dated January 15, 1997, as supplemented and amended by
that First Prospectus Supplement dated February 6, 1997, that
Second Prospectus Supplement dated February 27, 1997 and that
Third Prospectus Supplement dated March 18, 1997 (collectively,
the "Prospectus") relating to the 6-3/4% Trust Convertible Preferred
Securities (the "Preferred Securities") which represent preferred
undivided beneficial ownership interests in the assets of Vanstar
Financing Trust, a statutory business trust formed under the laws
of the State of Delaware, and the shares of common stock, par
value $.001 per share (the "Company Common Stock"), of Vanstar
Corporation, a Delaware corporation, issuable upon conversion of
the Preferred Securities. All capitalized terms used but not
otherwise defined in this Prospectus Supplement shall have the
meanings ascribed thereto in the Prospectus.
Following their original issuance by the Trust, the
Preferred Securities have been resold by the Initial Purchasers
and subsequent purchasers thereof to qualified institutional
buyers in transactions exempt from registration under Rule 144A
promulgated under the Securities Act. The Preferred Securities
have been and will remain eligible for resale on the PORTAL
Market. However, Preferred Securities resold pursuant to this
Prospectus will no longer be eligible for trading on the PORTAL
Market. The Company and the Trust do not currently intend to list
the Preferred Securities resold pursuant to this Prospectus on
any securities exchange or to seek approval for quotation through
any automated quotation system. Accordingly, there can be no
assurance as to the development or liquidity of any market for
the Preferred Securities resold under this Prospectus. See "Risk
Factors - Absence of Public Market for the Preferred Securities
on Resale" in the Prospectus.
Neither the Company nor the Trust will receive any of the
proceeds from the sale of the Preferred Securities by the Selling
Holders. Expenses of preparing and filing the Registration
Statement, the Prospectus, this Fourth Prospectus Supplement and
all other prospectus supplements are borne by the Company.
The Prospectus, together with this Fourth Prospectus
Supplement, constitutes the prospectus required to be delivered
by Section 5(b) of the Securities Act with respect to offers and
sales of the Preferred Securities and the Company Common Stock
issuable upon conversion of the Preferred Securities. All
references in the Prospectus to "this Prospectus" are hereby
amended to read "this Prospectus (as supplemented and amended)".
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 13 OF THE PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is April 3, 1997.
<PAGE>
The Prospectus is hereby amended to modify the "Selling
Holders" table located therein to add the following information
to the end thereof:
The table below sets forth information as of April 3, 1997
concerning beneficial ownership of the Preferred Securities of
each of the Selling Holders therein listed. All information
concerning beneficial ownership has been furnished by the Selling
Holders.
<TABLE>
<CAPTION>
Preferred Securities
Owned Before Offering No. of Preferred
-------------------------- Securities Offered
Name of Selling Holder(1) Number Percent (2) in the Offering
--------------------------------------- --------- ----------- ------------------
<S> <C> <C> <C> <C>
75. Robertson, Stephens & Co. LLP(3) 46,600 1.2% 46,600
76. Mainstay Convertible Fund 65,000 1.6 65,000
77. CFW-C,L.P.(4) 50,000 1.2 50,000
78. Lehman Brothers, Inc. 139,160 3.5 139,160
79. Credit Suisse First Boston Corporation 24,800 * 24,800
80. Prudential Securities, Inc. 10,000 * 10,000
--------- ----------- ------------------
TOTAL(5) 3,209,960 79.8% 3,209,960
____________________
* Represents less than one percent.
(1) Information concerning Selling Holders numbered 1 through 46,
47 through 69 and 70 through 74 is included in the First
Prospectus Supplement dated February 6, 1997 (the "First
Prospectus Supplement"), the Second Prospectus Supplement
dated February 27, 1997 (the "Second Prospectus Supplement")
and the Third Prospectus Supplement dated March 18, 1997 (the
"Third Prospectus Supplement"), respectively.
(2) Percentage indicated is based upon 4,025,000 Preferred Securities
outstanding on April 3, 1997.
(3) Represents additional Preferred Securities not listed in the
First Prospectus Supplement (which listed 77,250 Preferred
Securities), the Second Prospectus Supplement (which listed
48,450 Preferred Securities) or the Third Prospectus Supplement
(which listed 195,150 Preferred Securities). Robertson, Stephens
& Company LLC, an affiliate of Robertson, Stephens & Co. LLP
("Robertson, Stephens"), has in the past provided to the Company
and/or its affiliates investment banking and/or investment
advisory services including (i) acting as lead Initial Purchaser
in the Original Offering and the Over-Allotment Offering and (ii)
acting as lead underwriter in the Company's initial public
offering occurring March 11, 1996. In each case, Robertson,
Stephens has received only customary fees in connection with the
provision of such services.
(4) Does not include 175,000 shares of Preferred Securities held
by CFW-C,L.P. which were previously listed in the Registration
Statement and sold to CFW-C,L.P. on a registered basis.
(5) Includes 1,978,750 Preferred Securities (or 49.2% of the total
number of Preferred Securities outstanding) set forth in the
First Prospectus Supplement, 608,000 Preferred Securities (or
15.1% of the total number of Preferred Securities outstanding)
set forth in the Second Prospectus Supplement and 287,650
Preferred Securities (or 7.1% of the total number of Preferred
Securities outstanding) set forth in the Third Prospectus
Supplement.
</TABLE>
Except as set forth above, none of the other Selling Holders has,
or within the past three years has had, any position, office or
other material relationship with the Trust or the Company or any
of their predecessors or affiliates.
The Selling Holders identified above may have sold, transferred
or otherwise disposed of all or a portion of their Preferred
Securities since the date on which they provided the information
regarding their Preferred Securities in transactions exempt from
the registration requirements of the Securities Act. None of the
above listed Selling Holders has converted any of the Preferred
Securities into shares of Company Common Stock. See "Description
of Preferred Securities - Conversion Rights" in the Prospectus.
Additional Selling Holders or other information concerning the
above listed Selling Holders may be set forth from time to time
in additional prospectus supplements.
