<PAGE>
Filed pursuant to Rule 424(b)(3)
S.E.C. File Number 333-43789
Prospectus Supplement
June 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>
Argent Classic Convertible
Arbitrage Fund L.P. $3,000,000 $3,000,000 ------ 293,614
Fox, Inc. 515,000 415,000 ------ 40,617
FPA New Income, Inc. 3,950,000 2,800,000 ------ 274,040
KA Management Ltd. 1,549,100 1,549,100 ------ 151,612
KA Trading LP 450,900 450,900 ------ 44,130
McMahan Securities Co. L.P. 1,100,000 1,100,000 ------ 107,658
Societe Generale Securities Corp. 4,000,000 4,000,000 ------ 391,485
SoundShore Partners L.P. 550,000 550,000 ------ 53,829
</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.
