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
Date of Report (Date of Earliest Event Reported): April 9, 2013
BOISE CASCADE COMPANY
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
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1-35805 (Commission File Number) |
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20-1496201 (IRS Employer Identification No.) |
1111 West Jefferson Street, Suite 300
Boise, Idaho 83702-5389
(Address of principal executive offices) (Zip Code)
(208) 384-6161
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On April 9, 2013, Boise Cascade Company issued a press release announcing that it had launched an offer to exchange any and all of its outstanding 63/8% Senior Notes due 2020 for a like aggregate principal amount of 63/8% Senior Notes due 2020, which have been registered under the Securities Act of 1933, as amended. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished herewith.
(d) Exhibits.
Exhibit No. |
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Description of Exhibit |
99.1 |
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Press release dated April 9, 2013 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BOISE CASCADE COMPANY | |
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By |
/s/ John T. Sahlberg |
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John T. Sahlberg |
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Senior Vice President, Human Resources and General Counsel |
Date: April 9, 2013 |
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Exhibit 99.1
News Release |
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Media Contact |
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Investor Relations Contact |
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John Sahlberg |
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Wayne Rancourt |
Office (208) 384-6451 |
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Office (208) 384-6073 |
For Immediate Release: April 9, 2013
BOISE CASCADE COMPANY ANNOUNCES LAUNCH OF EXCHANGE OFFER FOR ITS 6 3/8% SENIOR NOTES DUE 2020
BOISE, Idaho Boise Cascade Company (NYSE: BCC) (Boise Cascade) today announced that it has commenced an offer to exchange any and all of its outstanding $250,000,000 aggregate principal amount of 6 3/8% Senior Notes due 2020 (the Outstanding Notes) for a like principal amount of new 6 3/8% Senior Notes due 2020 (the Exchange Notes). The exchange offer has been registered under the Securities Act of 1933, as amended (the Securities Act) pursuant to an effective registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission. The Outstanding Notes were originally issued on October 22, 2012 in a private placement exempt from the registration requirements of the Securities Act. Holders of Outstanding Notes may exchange them for an equal principal amount of Exchange Notes.
Terms of the Exchange Notes are substantially identical to those of the Outstanding Notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the Outstanding Notes do not apply to the Exchange Notes. The exchange offer is being conducted to satisfy Boise Cascades obligations under the terms of the registration rights agreement entered into in connection with the issuance of the Outstanding Notes, and does not represent a new financing transaction. Boise Cascade will not receive any proceeds from the exchange offer.
The exchange offer will expire at 11:59 p.m., New York City time, on May 7, 2013, unless extended or terminated. Tenders of Outstanding Notes must be properly made before the exchange offer expires and may be withdrawn at any time before the exchange offer expires by following the procedures set forth in the prospectus pertaining to the exchange offer.
The exchange offer prospectus and the related transmittal materials may be obtained from the exchange agent, U.S. Bank National Association, at the following address:
By Mail, Hand Delivery or Overnight |
For Facsimile Transmission (for Eligible |
U.S. Bank National Association |
(651) 466-7372 |
60 Livingston Avenue |
Confirm by Telephone: |
St. Paul, Minnesota 55107 |
(800) 934-6802 |
Attention: Specialized Finance Department |
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For Information Call:
(800) 934-6802
This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any security. The exchange offer is made solely pursuant to the prospectus dated April 9, 2013 and the related letter of transmittal.
About Boise Cascade
Boise Cascade is a large vertically-integrated wood products manufacturer and building materials distributor with widespread operations in the United States and Canada. Boise Cascade is headquartered in Boise, Idaho.