UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 26, 1996
Date of Report (Date of earliest event reported)
VANSTAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-14192 94-2376431
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5964 W. Las Positas Blvd.
Pleasanton, California 94588
(Address of principal executive offices) (Zip Code)
(510) 734-4000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On December 26, 1996, but effective December 20, 1996, the Registrant
consummated a revolving funding trade receivables securitization facility (the
"Securitization Facility") with Pooled Accounts Receivable Capital Corporation,
a commercial paper conduit sponsored by the Bank of Montreal (the "Pool"), which
provides the Company with up to $175 million in available credit. Immediately
after establishing the Securitization Facility, the Registrant, through a wholly
owned subsidiary, Vanstar Finance Co., sold an undivided interest in certain
covered accounts receivable (the "Covered Accounts Receivables") to the Pool,
resulting in net proceeds to the Registrant of approximately $130.5 million, of
which approximately $105.5 million was used to repay a portion of the Company's
indebtedness to IBM Credit Corporation. The remaining availability under the
Securitization Facility is intended to be used to provide working capital to the
Registrant and for potential future acquisitions of, or investments in, one or
more businesses by the Registrant. The Securitization Facility contemplates
reinvestment by the Pool from time to time in undivided interests in additional
Covered Accounts Receivable of the Registrant, to the extent of proceeds
received by the Pool with regard to previously purchased interests. The Pool
purchases the undivided interests in Covered Accounts Receivable for a purchase
price based upon, among other things, prevailing market interest rates at the
time of reinvestment.
Item 5. Other Events.
Attached as an exhibit to this Current Report on Form 8-K a press release
issued by the Registrant on or about January 10, 1997 and incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Document
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10.1 Receivables Purchase Agreement, dated as of
December 20, 1996, among Vanstar Finance Co., as
Seller, the Registrant, as Servicer, Pooled
Accounts Receivable Capital Corporation, as
Purchaser and Nesbitt Burns Securities, Inc., as
Agent (filed herewith)
10.2 Purchase and Contribution Agreement, dated as of
December 20, 1996, between the Registrant and
Vanstar Finance Co. (filed herewith)
10.3 Amendment No. 6 to Second Amended and Restated
Financing Program Agreement between the Registrant
and
IBM Credit Corporation (filed herewith)
10.4 Intercreditor Agreement, dated as of December 20,
1996 among PAR Accounts Receivable Capital
Corporation, the Registrant, Vanstar Finance Co.
and Nesbitt Burns Securities Inc. (filed herewith)
99.1 Press release issued by the
Registrant on January 10, 1997
(filed herewith)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
VANSTAR CORPORATION
DATE: January 10, 1997 BY: /s/ H. CHRISTOPHER COVINGTON
-----------------------------
H. Christopher Covington
Senior Vice President
EXHIBIT INDEX
Doc. No. Document Description
10.1 Receivables Purchase Agreement, dated as of December 20, 1996,
among Vanstar Finance Co., as Seller, the Registrant, as
Servicer, Pooled Accounts Receivable Capital Corporation, as
Purchaser and Nesbitt Burns Securities, Inc., as Agent (filed
herewith)
10.2 Purchase and Contribution Agreement, dated as of December 20,
1996, between the Registrant and Vanstar Finance Co. (filed
herewith)
10.3 Amendment No. 6 to Second Amended and Restated Financing Program
Agreement between the Registrant and IBM Credit Corporation
(filed herewith)
10.4 Intercreditor Agreement, dated as of December 20, 1996 among PAR
Accounts Receivable Capital Corporation, the Registrant, Vanstar
Finance Co. and Nesbitt Burns Securities Inc. (filed herewith)
99.1 Press release issued by the Registrant on
January 10, 1997 (filed herewith)