SEVENTH PROSPECTUS SUPPLEMENT
(to Prospectus dated January 15, 1997,
First Prospectus Supplement dated February 6, 1997,
Second Prospectus Supplement dated February 27, 1997,
Third Prospectus Supplement dated March 18, 1997,
Fourth Prospectus Supplement dated April 3, 1997,
Fifth Prospectus Supplement dated April 10, 1997 and
Sixth Prospectus Supplement dated April 23, 1997)
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 Seventh Prospectus Supplement supplements and amends the
Prospectus dated January 15, 1997, as supplemented and amended by
that First Prospectus Supplement dated February 6, 1997, that
Second Prospectus Supplement dated February 27, 1997, that Third
Prospectus Supplement dated March 18, 1997, that Fourth
Prospectus Supplement dated April 3, 1997, that Fifth Prospectus
Supplement dated April 10, 1997 and that Sixth Prospectus
Supplement dated April 23, 1997 (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 Seventh 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 Seventh Prospectus Supplement and
all other prospectus supplements are borne by the Company.
The Prospectus, together with this Seventh 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 13 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 June 10, 1997.
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 June 10, 1997
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.
Preferred Securities
Owned Before Offering No. of Preferred
----------------------- Securities Offered in
Name of Selling Holder(1) Number Percent(2) the Offering
------------------------------- --------- ---------- ---------------------
85. NatWest Securities Corp. 232,500 5.8% 232,500
86. Robertson, Stephens & Co. LLP(3) 10,100 * 10,100
87. Bond Fund Series - Oppenheimer
Bond Fund for Growth 35,000 * 35,000
88. Credit Research & Trading LLC 5,000 * 5,000
--------- ---------- ---------------------
TOTAL(4) 3,653,660 90.8% 3,653,660
____________________
* Represents less than 1 percent.
(1) Information concerning Selling Holders numbered 1 through
46, 47 through 69, 70 through 74, 75 through 80, 81 and 82
through 84 is included in the First Prospectus Supplement
dated February 6, 1997 (the "First Prospectus Supplement"),
the Second Prospectus Supplement dated February 27, 1997 (the
"Second Prospectus Supplement"), the Third Prospectus
Supplement dated March 18, 1997 (the "Third Prospectus
Supplement"), the Fourth Prospectus Supplement dated April 3,
1997 (the "Fourth Prospectus Supplement"), the Fifth
Prospectus Supplement dated April 10, 1997 (the "Fifth
Prospectus Supplement") and the Sixth Prospectus Supplement
dated April 23, 1997 (the "Sixth Prospectus Supplement"),
respectively.
(2) Percentage indicated is based upon 4,025,000 Preferred
Securities outstanding on June 10, 1997.
(3) Represents additional Preferred Securities not listed in the
First Prospectus Supplement (which listed 77,250 Preferred
Securities), the Second Prospectus Supplement (which listed
48,450 Preferred Securities), the Third Prospectus Supplement
(which listed 195,150 Preferred Securities), the Fourth
Prospectus Supplement (which listed 46,600) or the Fifth
Prospectus Supplement (which listed 41,500 Preferred
Securities). Robertson, Stephens & Company, LLC, an
affiliate of Robertson, Stephens & Co. LLP ("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 initial public
offering occuring March 11, 1996. In each case, Robertson,
Stephens has received only customary fees in connection with
the provision of such services.
(4) Includes 1,978,750 Preferred Securities (or 49.2% of the
total number of Preferred Securities outstanding) set forth
in the First Prospectus Supplement, 608,000 Preferred
Securities (or 15.1% of the total number of Preferred
Securities outstanding) set forth in the Second Prospectus
Supplement, 287,650 Preferred Securities (or 7.1% of the
total number of Preferred Securities outstanding) set forth
in the Third Prospectus Supplement, 335,560 Preferred
Securities (or 8.3% of the total number of Preferred
Securities outstanding) set forth in the Fourth Prospectus
Supplement, 41,500 Preferred Securities (or 1.0% of the total
number of Preferred Securities outstanding) set forth in the
Fifth Prospectus Supplement and 119,600 Preferred Securities
(or 3.0% of the total number of Preferred Securities
outstanding) set forth in the Sixth Prospectus Supplement.
Except as set forth above or in the Prospectus, none of the other
Selling Holders has, or within the past three years has 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 their
Preferred Securities since the date on which they provided the
information regarding their 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 Holder may be set forth from
time to time in additional prospectus supplements.