SIXTH 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 and
Fifth Prospectus Supplement, dated
April 16, 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 Sixth 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 and that Fifth
Prospectus Supplement dated April 16, 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 Sixth Prospectus Supplement and
all other prospectus supplements are borne by the Company.
The Prospectus, together with this Sixth 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 May 22, 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 May 22, 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
Name of Selling Holder(1) Number Percent(2) Offered in the Offering
--------------------------- --------- ----------- ----------------------------
<S> <C> <C> <C> <C>
100. Capital World Growth and
Income Fund, Inc......... 308,000(3) 7.7% 308,000
101. Smallcap World Fund, Inc... 132,000(3) 3.3 132,000
- --------------------------
* 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.
(2) Percentage indicated is based upon 4,025,000 Preferred
Securities outstanding on May 21, 1998.
(3) Excludes Preferred Securities owned by the Selling Holder
which have previously been resold pursuant to this
Prospectus. Additionally, Smallcap World Fund, Inc.,
has advised that it owns 2,300,000 shares of Company
Common Stock.
</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.
Each of the Selling Holders 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 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.
