-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VbRU5aquHQRE5xyORFu+rn5yQUBAI+/2HDSj1Xz0gujWJWoNvlzjYamzgivSoNdN as0POT7Bbk/D8JuGhrbfnw== 0000950172-00-000544.txt : 20000314 0000950172-00-000544.hdr.sgml : 20000314 ACCESSION NUMBER: 0000950172-00-000544 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000313 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOISE CASCADE OFFICE PRODUCTS CORP CENTRAL INDEX KEY: 0000938839 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 820477390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44929 FILM NUMBER: 567298 BUSINESS ADDRESS: STREET 1: 800 WEST BRYN MAWR AVE CITY: ITASCA STATE: IL ZIP: 60143 BUSINESS PHONE: 7087735000 MAIL ADDRESS: STREET 1: 800 WEST BRYN MAWR AVE STREET 2: 1111 WEST JEFFERSON STREET CITY: ITASCA STATE: IL ZIP: 60143 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOISE CASCADE CORP CENTRAL INDEX KEY: 0000012978 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 820100960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1111 WEST JEFFERSON STREET STREET 2: P O BOX 50 CITY: BOISE STATE: ID ZIP: 83728-0001 BUSINESS PHONE: 2083846161 SC 13D/A 1 SC 13D - AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A)AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 4) Under the Securities Exchange Act of 1934 Boise Cascade Office Products Corporation ------------------------------------------ (Name of Issuer) Common Stock, par value $0.01 per share ---------------------------------------- (Title of Class of Securities) 097403-10-9 ------------ (CUSIP Number) John W. Holleran Senior Vice President, Human Resources, and General Counsel Boise Cascade Corporation P.O. Box 50 Boise, ID 83728-0001 (208) 384-6161 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 13, 2000 ----------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. CUSIP NO. 097403-10-9 ------------------------------------------------------------------------ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) BOISE CASCADE CORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.: 82-0100960) ------------------------------------------------------------------------ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) Not applicable ------------------------------------------------------------------------ (3) SEC USE ONLY ------------------------------------------------------------------------ (4) SOURCE OF FUNDS WC and/or BK ------------------------------------------------------------------------ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------------ (7) SOLE VOTING POWER NUMBER OF 53,398,724 SHARES -------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY -0- REPORTING -------------------------------------- PERSON (9) SOLE DISPOSITIVE POWER WITH 53,398,724 -------------------------------------- (10) SHARED DISPOSITIVE POWER -0- ----------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -53,398,724- ----------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) Not applicable ----------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 -Approximately 81% ----------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON CO ----------------------------------------------------------------------- ITEM 4. PURPOSE OF TRANSACTION. Boise Cascade has signed an Agreement and Plan of Merger with Boise Cascade Office Products under which it will commence an offer to purchase all of the publicly held shares of Boise Cascade Office Products for $16.50 per share in cash. The previously announced proposal was accepted by the special committee of the board of directors of Boise Cascade Office Products. The special committee determined that the proposed price of $16.50 per share is fair to the public stockholders and recommends that they tender their shares pursuant to the offer. Under the merger agreement, Boise Cascade will commence a tender offer for the shares as soon as practicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1: Press release dated March 13, 2000 SIGNATURE After reasonable inquiry and to the best knowledge and belief, each such person certifies that the information set forth in this statement is true, complete and correct. BOISE CASCADE CORPORATION Date: March 13, 2000 By: /s/ Karen E. Gowland ------------------------------------ Name: Karen E. Gowland, Vice President, Associate General Counsel, and Corporate Secretary EX-99 2 EXHIBIT 1 - PRESS RELEASE EXHIBIT 1 Media contact: Michael Moser (Office) (208) 384-6016 (Home) (208) 853-9259 Investor contact: Vincent Hannity (Office) (208) 384-6390 (Home) (208) 345-8141 FOR IMMEDIATE RELEASE: March 13, 2000 BOISE CASCADE'S PROPOSAL TO PURCHASE MINORITY PUBLIC SHARES OF BOISE CASCADE OFFICE PRODUCTS FOR $16.50 PER SHARE ACCEPTED BY BOP'S COMMITTEE OF INDEPENDENT DIRECTORS BOISE, Idaho -- Boise Cascade Corporation (NYSE:BCC) announced today that its proposal to acquire the minority public shares of Boise Cascade Office Products (NYSE:BOP) for $16.50 per share in cash has been accepted by BOP's committee of independent directors. The committee has determined that the proposed price of $16.50 per share is fair to the minority public shareholders and will recommend that BOP shareholders tender their shares pursuant to Boise Cascade's offer. Boise Cascade and Boise Cascade Office Products have signed an Agreement and Plan of Merger, under which Boise Cascade will purchase all of the publicly held shares of Boise Cascade Office Products for $16.50 per share in cash. Under this agreement, Boise Cascade will commence a tender offer for the shares as soon as practical. Success of the tender offer will be contingent upon acquiring a majority of the shares not currently held by Boise Cascade. George J. Harad, chairman of the board and chief executive officer of Boise Cascade, stated that he is very pleased that the proposal has been accepted by the committee of independent directors. "We view the acquisition of BOP's minority shares as an attractive investment that is consistent with our focus on growing our distribution businesses," he said. "We expect the proposed transaction to enhance Economic Value Added over time." Boise Cascade Corporation, headquartered in Boise, Idaho, is a major distributor of office products and building materials and an integrated manufacturer and distributor of paper and wood products. The company also owns and manages over 2 million acres of timberland in the United States. Visit the Boise Cascade web site at www.bc.com. EACH BOP SHAREHOLDER WILL RECEIVE AN OFFER TO PURCHASE SHARES. THIS DOCUMENT WILL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY. BOISE CASCADE WILL ALSO FILE A TENDER OFFER STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. THIS STATEMENT WILL CONTAIN THE OFFER TO PURCHASE ALONG WITH OTHER IMPORTANT INFORMATION. ALL DOCUMENTS FILED WITH THE SEC CAN BE EXAMINED FREE OF CHARGE AT THE SEC WEB SITE (http://www.sec.gov). THEY WILL ALSO BE AVAILABLE FREE OF CHARGE BY CALLING THE BOISE CASCADE SHAREHOLDER SERVICES DEPARTMENT AT 1-800-544-6473. # # # -----END PRIVACY-ENHANCED MESSAGE-----