<PAGE>
Filed pursuant to Rule 424(b)(3)
S.E.C. File Number 333-43789
Prospectus Supplement
November 5, 1998
(TO PROSPECTUS DATED FEBRUARY 10, 1998)
The Prospectus dated February 10, 1998 (the "Prospectus") relating to the
resale from time to time by the holders (the "Selling Securityholders") of up to
$100,000,000 aggregate principal amount of 5.25% Convertible Subordinated Notes
due 2004 (the "Notes") of HomeBase, Inc., a Delaware corporation (the
"Company"), and the resale of shares of the common stock, par value $.01 per
share (the "Common Stock") of the Company issuable upon conversion thereof (the
"Conversion Shares") is hereby amended as follows:
The following entities are hereby named as Selling Securityholders as
contemplated beginning on page 69 of the Prospectus.
<TABLE>
<CAPTION>
Principal Principal Common Stock Common Stock
Amount Amount of Notes Owned Prior to Offered
Selling Securityholders of Notes Owned Offered Hereby The Offering Hereby(1)
- ----------------------- ---------------- -------------------- -------------------- ---------------
<S> <C> <C> <C> <C>
JMG Convertible Investments, L.P.(2) $3,000,000 3,000,000 ------- 293,614
Southern Farm Bureau Life Insurance Co. (3) 1,300,000 1,300,000 ------- 127,233
Triton Capital Investments, LTD (4) 2,500,000 2,500,000 ------- 244,679
</TABLE>
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/1/ The shares of Common Stock offered hereby are calculated on an "as
converted" basis using the conversion rate described on the cover page of
the Prospectus.
/2/ Includes $700,000 face amount of Notes and 68,510 shares of Common Stock
included in the Prospectus.
/3/ Southern Farm Bureau Life Insurance Co. reports that it is the beneficial
owner of an additional $350,000 face amount of Notes included in the
Prospectus under Wachovia Bank, NA, trustee for Southern Farm Bureau Life
Insurance Co. First Pacific Advisors/Romich as Selling Securityholder, and
is the registered owner of an additional $1,490,000 face amount of Notes.
/4/ Includes $625,000 face amount of Notes and 61,170 shares of Common Stock
included in the Prospectus.
