FIRST PROSPECTUS SUPPLEMENT
(to Prospectus dated September 4, 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 First Prospectus Supplement supplements and amends the
Prospectus dated September 4, 1997, (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 Prospectus Supplement and all
other prospectus supplements are borne by the Company.
The Prospectus, together with this 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 11 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 November 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 October 31,
1997 concerning beneficial ownership of the Preferred Securities
of the Selling Holder therein listed. All information concerning
beneficial ownership has been furnished by the Selling Holder.
<TABLE>
<CAPTION>
Preferred Securities
Owned Before Offering No of Preferred
----------------------- Securities Offered in
Name of Selling Holder(1) Number Percent(2) the Offering
------------------------------------ --------- ---------- ---------------------
<S> <C> <C> <C> <C>
93. Robertson Stephens & Co. LLP(3)..... 25,700(4) * 25,700
____________________
* Represents less than one percent.
(1) Information concerning Selling Holders numbered 1 through 92
is included in the Prospectus dated September 4, 1997.
(2) Percentage indicated is based upon 4,025,000 Preferred
Securities outstanding on November 3, 1997.
(3) 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) Represents additional Preferred Securities not previously
listed.
</TABLE>
Except as set forth above or in the Prospectus, the Selling
Holder does not have, nor 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 Holder 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.
The above listed Selling Holder has not 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 Holder may be set forth from
time to time in additional prospectus supplements.
