SEVENTH PROSPECTUS SUPPLEMENT
(to Prospectus dated September 4, 1997,
Prospectus Supplement, dated November 3, 1997,
Second Prospectus Supplement, dated November
17, 1997, Third Prospectus Supplement, dated
December 31, 1997, Fourth Prospectus Supplement,
dated March 3, 1998, Fifth Prospectus Supplement,
dated April 16, 1998 and Sixth Prospectus Supplement,
dated May 22, 1998)
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 Seventh Prospectus Supplement supplements and amends
the Prospectus dated September 4, 1997, as supplemented and
amended by that First Prospectus Supplement dated November 3,
1997, that Second Prospectus Supplement dated November 17, 1997,
that Third Prospectus Supplement dated December 31, 1997, that
Fourth Prospectus Supplement dated March 3, 1998, that Fifth
Prospectus Supplement dated April 16, 1998 and that Sixth
Prospectus Supplement dated May 22, 1998 (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 Seventh Prospectus Supplement and
all other prospectus supplements are borne by the Company.
The Prospectus, together with this Seventh 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 July 10, 1998.
<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 July 10, 1998
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
Name of Selling Holder(1) Number Percent(2) in the Offering
------------------------------------- --------------- ------------- -------------------
<S> <C> <C> <C> <C>
102. Robertson, Stephens & Co. LLP(3)..... 3,500(4) * 3,500
____________________
* 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 numbered 93 is
included in the First Prospectus Supplement dated November
3, 1997. Information concerning Seller Holder numbered 94
is included in the Second Prospectus Supplement dated
November 17, 1997. Information concerning Selling Holders
numbered 95 through 97 is included in the Third Prospectus
Supplement dated December 31, 1997. Information concerning
Selling Holder numbered 98 is included in the Fourth
Prospectus Supplement dated March 3, 1998. Information
concerning Selling Holder numbered 99 is included in the
Fifth Prospectus Supplement dated April 16, 1998.
Information concerning Selling Holders numbered 100 and 101
is included in the Sixth Prospectus Supplement dated May 22,
1998.
(2) Percentage indicated is based upon 4,025,000 Preferred
Securities outstanding on July 10, 1998.
(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 in the Prospectus.
</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 its
Preferred Securities since the date on which it provided the
information regarding its respective 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.
