SECOND PROSPECTUS SUPPLEMENT
(to Prospectus dated September 4, 1997
and First Prospectus Supplement dated
November 3, 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 Second Prospectus Supplement supplements and amends
the Prospectus dated September 4, 1997, as supplemented and
amended by that First Prospectus Supplement dated November
3, 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 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 Prospectus Supplement and all
other prospectus supplements are borne by the Company.
The Prospectus, together with this Second 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 November 17, 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 November 13,
1997 concerning beneficial ownership of the Preferred Securities
of the Selling Holder therein listed. All information concerning
beneficial ownership has been furnished by the Selling Holder.
Preferred Securities
Owned Before Offering No of Preferred
----------------------- Securities Offered in
Name of Selling Holder(1) Number Percent(2) the Offering
------------------------------------ --------- ---------- ---------------------
94. Donaldson Lufkin & Jenrette
Securities Corporation(3)....... 10,000(4) * 10,000
____________________
* 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 number 93 is included
in the First Prospectus Supplement dated November 3, 1997.
(2) Percentage indicated is based upon 4,025,000 Preferred
Securities outstanding on November 17, 1997.
(3) Donaldson Lufkin & Jennrette Securities Corporation ("DLJ")
has in the past provided the Company and/or its affiliates
investment banking and/or investment advisory services
including (i) participation in the underwriting syndicate in
the Company's IPO, (ii) acting as one of the Initial
Purchasers in the Original Offering and the Over-Allotment
Offering and (iii) acting as the exclusive agent to, and
financial advisor of, the Company in connection with the
Securitization Facility. In each case, DLJ has received only
customary fees in connection with the provision of such
services. In addition, DLJ executed an agreement with the
Company on May 24, 1996 granting DLJ the right to receive an
aggregate of $20 million in payments during May, June and
July of 1997 out of the amounts collected from receivables
owed to the Company by Merisel FAB under the distribution
and services agreement dated as of January 31, 1994, as
amended, between the Company and Merisel. DLJ paid the
Company $15.6 million for the right to receive these
payments.
(4) Represents additional Preferred Securities not previously
listed.
Except as set forth above or in the Prospectus, the Selling
Holder does not have, nor 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 Holder 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 Preferred Securities in transactions
exempt from the registration requirements of the Securities Act.
The above listed Selling Holder has 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.