Vanstar Corporation
(www.vanstar.com)
Ticker: VST 5964 West Las Positas Boulevard
Exchange: New York Stock Exchange Pleasanton, California 94588
Industry: High-Tech (510) 734-4000

Type of Shares:Common Shares Filing Date:12/12/95
U.S. Shares:14,771,801 Offer Date:3/11/96
Non-U.S. Shares:0 Filing Range:$10.50 - $12.50
Primary Shares:8,000,000 Offer Price:$10.00
Secondary Shares:6,771,801 Gross Spread:$0.66
Offering Amount: $169,875,712 Selling:$0.38
Expenses:$2,200,000 Reallowance:$0.10
Shares Out After:39,258,874

ManagerTierPhone
Robertson, Stephens & CompanyLead Manager (415) 989-8500
Alex. Brown & Sons IncorporatedCo-manager (410) 727-1700
Robinson-Humphrey Company, Inc., TheCo-manager (404) 266-6000

Auditor: Ernst & Young
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
4/30/95 10/31/95 10/31/94 10/31/95
Revenue:$1,385.39$872.30$638.36Assets:$743.51
Net Income:$1.27$8.27$0.30Liabilities:$713.89
EPS:$0.04$0.25Equity:$29.62

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is a leading provider of services and products designed to build and manage personal computer network infrastructure primarily for Fortune 1000 companies and other large enterprises. The company provides customized, integrated solutions for its customers' network infrastructure needs by combing a comprehensive offering of value added services with its expertise in sourcing and distributing PCs, network products, computer peripherals and software from a variety of vendors. These integrated solutions are designed to support the customer's PC network infrastructure throughout its life cycle. Vanstar refers to these solutions as "Life Cycle Management". Life Cycle Management services include design and consulting, deployment, operation and support, and enhancement and migration. The company believes that its customers require increasingly sophisticated PC network systems and support infrastructures. Vanstar seeks to satisfy these requirements while seeking to minimize its customers' internal staff requirements and systems development risks.

Use of Proceeds
The company intends to use approximately $2,653,000 of the net proceeds to repay the principal of a note due to the Selling Stockholder and interest due on the aggregate principal amount of such note from June 1, 1995 through the consummation of this offering. The company intends to use the balance of the net proceeds to repay certain amounts outstanding under IBMCC Financing Program Agreement.

Last updated: 10/28/96

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