THIRD PROSPECTUS SUPPLEMENT
(to Prospectus dated September 4, 1997
First Prospectus Supplement dated
November 3, 1997 and Second Prospectus
Supplement dated November 17, 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 Third Prospectus Supplement supplements and amends the
Prospectus dated September 4, 1997, as supplemented and amended
by that First Prospectus Supplement dated November 3, 1997 and
that Second Prospectus Supplement dated November 17, 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 Third Prospectus Supplement and
all other prospectus supplements are borne by the Company.
The Prospectus, together with this Third 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 December 31, 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 December 31,
1997 concerning beneficial ownership of the Preferred Securities
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 in
Name of Selling Holder(1) Number Percent(2) the Offering
-------------------------------- ------------ ------------- ------------------------
<S> <C> <C> <C> <C>
95. Robertson, Stephens & Co. LLP(3)... 40,000(4) * 40,000
96. Deutsche Morgen Grenfell Inc....... 23,500(4) * 23,500
97. The Northwestern Mutual Life
Insurance Company(5)............ 164,000(6) 4.1% 164,000
</TABLE>
____________________
* Represents less than one percent.
(1) Information concerning Selling Holders numbered 1 through 92
is included in the Prospectus dated September 4, 1997.
Information concerning Selling Holder number 93 is included
in the First Prospectus Supplement dated November 3, 1997.
Information concerning Seller Holder number 94 is included
in the Second Prospectus Supplement dated November 17, 1997.
(2) Percentage indicated is based upon 4,025,000 Preferred
Securities outstanding on December 31, 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 IPO. 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.
(5) In the ordinary course of business, Northwestern Mutual
Investment Services, Inc., Robert W. Baird & Co.
Incorporated, Baird/Mark Capital Group, and MGIC Mortgage
Securities Corporation, each of which is a broker-dealer and
affiliated with The Northwestern Mutual Life Insurance
Company ("Northwestern Life"), may, from time to time, have
acquired or disposed of, or may in the future acquire or
dispose of, securities of the Company, the Trust or their
affiliates, for such broker-dealers' own accounts or for the
accounts of others. Other affiliates of Northwestern Life
may, in the ordinary course of business, effect transactions
in the securities of the Company, the Trust or their
affiliates. Northwestern Life and its affiliates may, in the
ordinary course of business, take part in transactions
involving the real property of the Company, the Trust or
their affiliates. In disclosing the foregoing information,
Northwestern Life does not concede that such information
necessarily constitutes material relationships under S-K 507
that must be disclosed in the Prospectus.
(6) Includes 10,000 Preferred Securities held in The
Northwestern Mutual Life Insurance Company Group Annuity
Separate Account.
Except as set forth above or in the Prospectus, the Selling
Holders do not have, nor within the past three years have 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 its Preferred Securities in transactions
exempt from the registration requirements of the Securities Act.
The above listed Selling Holders have 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 Holders may be set forth from
time to time in additional prospectus supplements.
