FIFTH PROSPECTUS SUPPLEMENT
(to Prospectus dated January 15, 1997,
First Prospectus Supplement dated February 6, 1997,
Second Prospectus Supplement dated February 27, 1997,
Third Prospectus Supplement dated March 18, 1997 and
Fourth Prospectus Supplement dated April 3, 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 Fifth 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, that Third
Prospectus Supplement dated March 18, 1997 and that Fourth
Prospectus Supplement dated April 3, 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 Fifth Prospectus Supplement and
all other prospectus supplements are borne by the Company.
The Prospectus, together with this Fifth 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 10, 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 10, 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 No. of Preferred
Owned Before Offering Securities Offered in
Name of Selling Holder(1) Number Percent(2) the Offering
------------------------------- --------- ---------- ---------------------
<S> <C> <C> <C> <C>
81. Robertson, Stephens & Co. LLP(3) 41,500 1.0% 41,500
--------- ---------- ---------------------
TOTAL(4) 3,251,460 80.8% 3,251,460
____________________
(1) Information concerning Selling Holders numbered 1 through
46, 47 through 69, 70 through 74 and 75 through 80 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"), the Third Prospectus Supplement
dated March 18, 1997 (the "Third Prospectus Supplement"),
and the Fourth Prospectus Supplement dated April 3, 1997
(the "Fourth Prospectus Supplement"), respectively.
(2) Percentage indicated is based upon 4,025,000 Preferred
Securities outstanding on April 10, 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), the Third Prospectus
Supplement (which listed 195,150 Preferred Securities) or
the Fourth Prospectus Supplement (which listed 46,600
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) 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, 287,650 Preferred Securities (or 7.1% of the
total number of Preferred Securities outstanding) set forth
in the Third Prospectus Supplement, and 335,560 Preferred
Securities (or 8.3% of the total number of Preferred
Securities outstanding) set forth in the Fourth Prospectus
Supplement..
</TABLE>
Except as set forth above or in the Prospectus, 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 Holder identified above may have sold,
transferred or otherwise disposed of all or a portion of its
Preferred Securities since the date on which it provided the
information regarding its 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.
