THIRTEENTH PROSPECTUS SUPPLEMENT
(to Prospectus dated September 4, 1997, as previously
supplemented November 3, 1997, November 17, 1997,
December 31, 1997, March 3, 1998, April 16, 1998,
May 22, 1998, July 10, 1998, July 22, 1998,
August 31, 1998 October 2, 1998, December
7, 1998 and January 15, 1999)
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 Thirteenth 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, that Ninth Prospectus Supplement dated August 31, 1998
that Tenth Prospectus Supplement dated October 2, 1998, that
Eleventh Prospectus Supplement dated December 7, 1998, and that
Twelfth Prospectus Supplement dated January 15, 1999. (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 Thirteenth Prospectus Supplement
and all other prospectus supplements are borne by the Company.
The Prospectus, together with this Thirteenth 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 February 9, 1999.
<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 February 9,
1999, concerning beneficial ownership of the Preferred Securities
of the Selling Holders therein listed. All information concerning
beneficial ownership has been furnished by the respective Selling
Holder.
Preferred Securities
Owned Before Offering No. of Preferred
Name of Selling --------------------- Securities Offered in
Holder(1) Number Percent(2) the Offering
----------------------- -------- ---------- ---------------------
113. Baird, Patrick &
Co., Inc............. 437,800(4) 10.9% 437,800
114. BancBoston ROBERTSON
STEPHENS(3).......... 5,000(4) * 5,000
____________________
* 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 Supplement dated
August 31, 1998. Information concerning Selling Holders
numbered 106 through 110 is included in the Tenth Prospectus
Supplement dated October 2, 1998. Information concerning
Selling Holder numbered 111 is included in the Eleventh
Prospectus Supplement dated December 7, 1998. Information
concerning Selling Holder numbered 112 is included in the
Twelfth Prospectus Supplement dated January 15, 1999.
(2) Percentage indicated is based upon 4,025,000 Preferred
Securities outstanding on February 9, 1999.
(3) BancBoston Robertson Stephens & Company LLC, an affiliate of
the Selling Holder ("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.
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 the
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 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.
