TENTH PROSPECTUS SUPPLEMENT
(to Prospectus dated September 4, 1997, First
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, Sixth Prospectus Supplement,
dated May 22, 1998, Seventh Prospectus Supplement,
dated July 10, 1998 and Eighth Prospectus Supplement,
dated July 22, 1998 and Ninth Prospectus Supplement,
dated August 31, 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 Tenth 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, that Sixth Prospectus Supplement
dated May 22, 1998, that Seventh Prospectus Supplement dated July
10, 1998, that Eighth Prospectus Supplement dated July 22, 1998
and that Ninth Prospectus Supplement dated August 31, 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 Tenth Prospectus Supplement and
all other prospectus supplements are borne by the Company.
The Prospectus, together with this Tenth 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 October 2, 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 October 2, 1998
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
Name of Selling Holder(1) Number Percent(2) in the Offering
----------------------------------- ---------- ---------- ------------------
<S> <C> <C> <C> <C>
106. Rhone-Poulenc Rorer Pension Plan... 2,200 * 2,200
107. Putnam High Income Convertible
and Bond Fund................... 50,000 1.2% 50,000
108. Putnam Funds Trust - Putnam High
Yield Total Return Fund......... 240 * 240
109. Putnam Convertible Income-Growth
Trust(3)........................ 32,500 * 32,500
110. Safeco Income Fund................. 100,000 2.5 100,000
____________________
* 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. Information concerning Selling Holder numbered 102 is
included in the Seventh Prospectus Supplement dated July 10,
1998. Information concerning Selling Holder numbered 103 is
included in the Eighth Prospectus Supplement dated July 22,
1998. Information concerning Selling Holders numbered 104
and 105 is included in the Ninth Prospectus Supplment dated
August 31, 1998.
(2) Percentage indicated is based upon 4,025,000 Preferred
Securities outstanding on October 2, 1998.
(3) Represents additional Preferred Securities not previously
listed in the Prospectus.
</TABLE>
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 the
Preferred Securities since the date on which each provided the
information regarding its respective 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.
