SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

(Rule 14d-100)

(Amendment No. 2)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
______________

Norstan, Inc.

(Name of Subject Company (Issuer))

SF Acquisition Co. (offeror)
a wholly owned subsidiary of
Black Box Corporation

(Name of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $0.10 par value per share
Common Stock Purchase Rights

(Title of Class of Securities)

Common Stock: 656535101

(CUSIP Number of Classes of Securities)

Christopher H. Gebhardt, Esq.	Copies to:
General Counsel
Black Box Corporation
1000 Park Drive	Ronald Basso, Esq.
Lawrence, Pennsylvania 15055	Buchanan Ingersoll PC
(724) 746-5500	One Oxford Centre
(Name, address and telephone number of person	301 Grant Street, 20th Floor
authorized to receive notices and communications	Pittsburgh, Pennsylvania 15219-1410
on behalf of filing person)	(412) 562-8800

CALCULATION OF FILING FEE

Transaction Value^* $82,882,380.80 Amount of Filing Fee^** $9,755.26

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $9,755.26	Filing Parties: Black Box Corporation and SF Acquisition Co.
Form or Registration No.: Schedule TO	Date Filed: December 23, 2004

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:
	þ	third-party tender offer subject to Rule 14d-1.
	o	issuer tender offer subject to Rule 13e-4.
	o	going-private transaction subject to Rule 13e-3.
	þ	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

* Estimated for purposes of calculating the amount of the filing fee only. The calculation of the estimated transaction value assumes the purchase of 13,821,679 shares of common stock and associated common stock purchase rights (collectively, the “Shares”), which is the number of Shares outstanding as of December 20, 2004, at the tender offer price of $5.60 per Share. The calculation also assumes payment for (i) 1,268,696 Shares, the estimated number of Shares underlying outstanding in-the-money options, at a price per share equal to the tender offer price of $5.60 less $2.97, the estimated average exercise price of the options, and (ii) 505,733 Shares, the estimated number of Shares underlying outstanding in-the-money warrants, at a price per share equal to the tender offer price of $5.60 less $1.36, the estimated average exercise price of the warrants.

** The amount of the filing fee, calculated in accordance with Fee Rate Advisory No. 6 for fiscal year 2005, equals $117.70 per million dollars of transaction value.

     This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Statement”), as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission (the “SEC”) on January 5, 2005, originally filed with the SEC on December 23, 2004, relating to the offer by SF Acquisition Co., a Minnesota corporation (“Purchaser”) and wholly owned subsidiary of Black Box Corporation, a Delaware corporation (“Black Box” or “Parent”), to purchase all of the issued and outstanding shares of common stock, $0.10 par value per share, of Norstan, Inc., a Minnesota corporation (“Norstan” or the “Company”), including any associated common stock purchase rights issued pursuant to the Amended and Restated Rights Agreement, dated as of April 1, 1998, between Norstan and Norwest Bank Minnesota, National Association, as amended, at a purchase price of $5.60 per share, net to the seller in cash and without interest thereon (and subject to applicable withholding taxes). The terms and conditions of such offer are described in the Offer to Purchase, dated December 23, 2004 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which have been filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Statement. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Offer to Purchase or in the Statement.

     Items 1 through 9 and Item 11 of the Statement which incorporate by reference the information contained in the Offer to Purchase are hereby amended as set forth below.

     1. On page 13 of the Offer to Purchase, the second paragraph of Section 2 – “Acceptance for Payment and Payment for Shares” is hereby amended and restated in its entirety as follows: “If Purchaser includes a Subsequent Offering Period, Purchaser will immediately accept and promptly pay for Shares as they are tendered during the Subsequent Offering Period and tendering shareholders will not have withdrawal rights during any Subsequent Offering Period.”

     2. The caption to Section 5 of the Offer to Purchase and all references thereto are hereby amended so that they read “Material United States Federal Income Tax Consequences.” The first sentence of the first paragraph under such caption on page 18 of the Offer to Purchase is hereby amended and restated in its entirety as follows: “The following is a summary of material United States federal income tax consequences of the Offer and the Merger to holders of Shares whose Shares are, respectively, sold pursuant to the Offer or converted into the right to receive cash in the Merger.”

     3. Beginning on page 40 of the Offer to Purchase, the second paragraph under the caption “New Severance Agreements” (which is contained in Section 13 – “The Merger Agreement and Other Agreements”) is hereby amended and restated in its entirety as follows: “The Term Sheets provide that the Executives will continue to receive their existing base salaries through the fiscal year ending April 30, 2006 and will be eligible for bonuses which may be awarded pursuant to bonus, incentive or similar plans. The Term Sheets also provide that, subject to Black Box stockholder approval, the foregoing Executives will receive grants of non-qualified stock options to purchase shares of common stock of Black Box in the amount of 20,000 shares (50,000 shares in the case of Mr. Christian), each with a three-year vesting schedule and an exercise price equal to the fair market value of Black Box common stock on the date of grant.”

     4. On page 41 of the Offer to Purchase, the fourth paragraph under the caption “New Severance Agreements” (which is contained in Section 13 – “The Merger Agreement and Other Agreements”) is hereby amended and restated in its entirety as follows: “Under the New Severance Agreements, each of the Executives will receive a retention bonus for remaining in the employ of the Surviving Corporation after the Merger. Mr. Christian’s retention bonus will be $714,000, payable in three installments of $238,000 each. The other Executives will receive a retention bonus in an amount equal to 50% of the amount payable under their existing severance agreements upon a qualifying change of control. Mr. Vold’s retention bonus will be $300,000, payable in four equal installments of $75,000 each. Ms. Warner’s retention bonus will be $138,750, payable in three equal installments of $46,250 each. Mr. Laughlin’s retention bonus will be $150,000, payable in three equal installments of $50,000 each. Mr. Anderson’s retention bonus will be $127,500, payable in three equal installments of $42,500 each. Mr. Perry’s retention bonus will be $131,250, payable in three equal installments of $43,750 each. Each

Executive, other than Mr. Christian, is subject to a one-year non-competition and non-solicitation agreement effective upon termination of employment. Mr. Christian will be subject to a two-year non-competition and non-solicitation agreement effective upon termination of employment.”

     5. On page 47 of the Offer to Purchase, the first paragraph of Section 17 – “Fees and Expenses” is hereby amended and restated in its entirety as follows: “Purchaser has retained Georgeson Shareholder Securities as Dealer Manager, Georgeson Shareholder Communications, Inc. as the Information Agent (collectively, “Georgeson”) and Wells Fargo Bank, N.A. (“Wells Fargo”) as Depositary and Paying Agent in connection with the Offer. The Dealer Manager and the Information Agent may contact Norstan shareholders by mail, telephone, telex, telegraph and personal interview, and may request brokers, dealers and other nominee shareholders to forward material relating to the Offer to beneficial owners of Shares. Georgeson will be paid a base fee of $40,000 for their services and may earn an additional $20,000 success fee in the event that at least 90% of the Shares are tendered in the Offer and not withdrawn. Wells Fargo will be paid administrative and maintenance fees of approximately $25,000 and reasonable and customary transaction and processing fees for their services. Black Box has also agreed to reimburse each such firm for certain reasonable out-of-pocket expenses and to indemnify each such firm against certain liabilities in connection with their services, including certain liabilities under federal securities laws.”

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 19, 2005	BLACK BOX CORPORATION
	By:	/s/ Michael McAndrew
	Name:	Michael McAndrew
	Its:	Chief Financial Officer

CORRESP

BUCHANAN INGERSOLL pc
ATTORNEYS
RONALD BASSO 412 562 3943 bassor@bipc.com	One Oxford Centre 301 Grant Street, 20th Floor Pittsburgh, PA 15219-1410
	T 412 562 8800 F 412 562 1041
	www.buchananingersoll.com

January 19, 2005

VIA EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0303

Attention:	Michael K. Pressman, Division of Corporation Finance,
	Office of Mergers and Acquisitions

Re:	Norstan, Inc.
	Schedule TO-T filed December 23, 2004
	by SF Acquisition Co.
	File No. 5-15836

Dear Mr. Pressman:

     On behalf of our clients, Black Box Corporation (“Black Box”) and its wholly owned subsidiary, SF Acquisition Co. (“Purchaser”), enclosed for filing via EDGAR is Amendment No. 2 (the “Amendment”) to the above referenced Schedule TO-T (the “Schedule”) which was originally filed on December 23, 2004 and amended on January 5, 2005 by Amendment No. 1 thereto. The Staff’s comments (as set forth in the Staff’s letter (the “Comment Letter”) dated January 11, 2005) are reproduced in this letter in italicized type and are followed by our clients’ responses. Also, we are providing the written statement requested in the Comment Letter by Black Box and Purchaser as Exhibit A to this letter.

General

1.

Consider whether BBCPA, as the borrower under the Acquisition Facility, should be a bidder on Schedule TO. In this regard, we note that the funds from the Acquisition Facility will be used to purchase shares in this offer. For guidance on identifying the bidder in a tender offer, please refer to the Section II.D.2 in the Division of Corporation Finance Current Issues Outline publicly available on our website, www.sec.gov.

Response: It is now contemplated by the lenders that SF Acquisition Co. will be a direct borrower under the Acquisition Facility. As a result, BBCPA will not need to be a bidder on the Schedule.

Domestic Offices :: Pennsylvania :: New York :: Washington, DC :: Florida :: New Jersey :: Delaware :: California

January 19, 2005
Page -2-

The next to last paragraph of Section 15 of the Offer to Purchase, dated December 23, 2004, filed with the Schedule (the “Offer to Purchase”) is amended and restated in its entirety in the Amendment to read as follows:

     “Black Box’s existing credit facility with Citizens will be amended and restated as the Acquisition Facility. Under the Acquisition Facility, BBCPA and Purchaser will be co-borrowers and Black Box will be a guarantor. Black Box and Purchaser will have the right to utilize the funds available under the Acquisition Facility to purchase the Shares in the Offer. As a result, Black Box and Purchaser expect, based upon the combination of internally available cash and borrowings under the Acquisition Facility, to have sufficient cash on hand at the expiration of the Offer to allow Purchaser to pay the Per-Share Amount for all Shares in the Offer.”

Offer to Purchase

Acceptance for Payment and Payment for Shares, page 13

2.	Clarify under what circumstances you could, consistent with applicable securities laws, delay acceptance or payment for shares without extending the offer.
	Response: Black Box and Purchaser do not believe they have the ability to delay acceptance or payment without extending the offer. The second paragraph of Section 2 of the Offer to Purchase is amended and restated in its entirety in the Amendment to read as follows:

     “If Purchaser includes a Subsequent Offering Period, Purchaser will immediately accept and promptly pay for Shares as they are tendered during the Subsequent Offering Period and tendering shareholders will not have withdrawal rights during any Subsequent Offering Period.”

Procedure for Tendering Shares, page 14

     Determination of Validity, page 16

3.	Refer to your statement in the first line on page 17 that bidder may waive “any irregularities or conditions.” While you may waive any offer condition, if you do so, you must do so generally, not as to specific securities only. Please confirm your understanding supplementally.
	Response: Black Box and Purchaser confirm their understanding that any waiver of any of the conditions to the Offer must be made generally and not as to specific securities only.

January 19, 2005
Page -3-

Certain Federal Income Tax Matters, page 18

4.	Rather than refer to “certain” tax consequences in your heading and the disclosure that follows, please refer to “material” tax consequences.
	Response: References to “Certain United States Federal Income Tax Consequences” have been changed to “Material United States Federal Income Tax Consequences” in the Amendment.

Background of the Offer, page 22

5.	Disclosure in this section suggests that the Company may have provided bidder or its representatives with non-public financial forecasts or projections in connection with the negotiation and structuring of this transaction. If so, please disclose those projections or forecasts and the assumptions underlying them in the offer materials. If you do not believe disclosure is required, explain supplementally the basis for that belief.
	Response: In September 2004, at the beginning of resumed discussions with Norstan, Black Box received from Norstan a document entitled “Cost savings opportunities available by the combination of Norstan and Black Box.” This document, which has been supplementally provided to the Staff, contains Norstan’s budgeted EBITDA for its fiscal year ending April 30, 2005 (“FY ‘05”).
	In addition, at various times throughout Black Box’s due diligence investigation of Norstan, from late October through mid-December 2004, Black Box received from Norstan documents that included financial information from Norstan’s FY ‘05 budget. The receipt of these documents postdate Black Box’s October 15, 2004 letter to Norstan indicating an interest in acquiring Norstan at a per-share price of $5.75. The most recent version of the FY ‘05 budget, provided to Black Box in December 2004, was contained in a document entitled “Consolidated Income Statement FY’05-Total Year Outlook.” This document, which has been supplementally provided to the Staff, seems to contain actual financial results for the first and second quarters of FY ‘05, estimates for the third and fourth quarters of FY ‘05 and income statement information from the FY ‘05 budget.1
	The FY’05 budget numbers provided to Black Box are consistent with Norstan’s reported results, and Norstan has advised Black Box that the FY’05 budget numbers are consistent with Norstan’s guidance for FY ‘05 of declining revenue and increasing profitability over

¹ FY ‘05 revenues in Norstan budget documents originally show total revenues of approximately $204 million and later versions show total revenues of approximately $213 million, including the version provided to the Staff. Upon inquiry to Norstan in connection with the preparation of this response, Norstan explained to Black Box that the budgeted revenue number was revised to reflect the change during FY ‘05 in accounting treatment for Norstan’s alliance with Siemens in the refurbished equipment business. Note that there was no material change in the operating income level in any versions of the FY ‘05 budget.

January 19, 2005
Page -4-

Norstan’s results for its fiscal year ended April 30, 2004 (“FY ‘04”). Additionally, the budgeted amounts do not reflect any significant change in the trend of Norstan’s results for the remainder of FY ‘05 as compared to its results to date for FY ‘05.

In early December 2004 (again, well after delivery of the October 15, 2004 letter establishing the $5.75 per-share price), Norstan provided Black Box’s Chief Executive Officer (“CEO”) with a document marked “draft” and entitled “Norstan’s Strategic Plan.” This document has been supplementally provided to the Staff.

The CEO, after reviewing this summary information, concluded that it was consistent with current business trends and more of a “what if” set of models. Consequently, he did not distribute it to anyone else at Black Box until inquiry was made as a result of the Staff’s Comment Letter. This document did not form the basis for Black Box’s discussions or negotiations regarding the acquisition of Norstan, nor did it form the basis of internal pro forma projections of the results of Norstan’s operations prepared by Black Box. The document was not presented to Black Box’s Board of Directors. Black Box did not ask Norstan for nor has Black Box received any other updates to this document nor any final version of this document that Norstan may have prepared.

The information contained in this document shows estimates for Norstan’s projected financial results for FY ‘05 similar to the documents described above. In addition, this document contains two different scenarios for fiscal years 2006 to 2008. One scenario is entitled “Status Quo — Declining” and shows revenue and profits declining during those periods. The other scenario is entitled “Growth Model” and shows revenue and profits increasing during the same periods. Other than some abbreviated marginal notes such as “only modest declines considering backlog used in FY05” and “Stabilize and grow Service, MAC and PSO,” the document does not provide information as to the bases for either scenario or the assumptions underlying either scenario. Black Box did not explore with Norstan the bases for each scenario.

While Black Box did provide its Board of Directors with pro forma projections regarding Norstan’s financial results, these projections were internally prepared by Black Box and were not based on, and are not consistent with, either of the scenarios in Norstan’s document. The Black Box internal projections assume stable revenues and certain cost reductions for the Norstan business. As noted above, one Norstan scenario shows increasing revenue and profitability and one shows decreasing revenue and profitability. For example, in Norstan’s document, fiscal year 2006 revenues would either go down 3% or would go up 2% from FY ‘05. By fiscal year 2008, this document shows revenues to be either $206 million or $250 million and operating income to be either $900,000 or $14.5 million. As a result of the divergent information contained in this document and lack of support for either scenario, Black Box believes that it is not possible to make a reasonable assumption as to the future performance of Norstan based on the information

January 19, 2005
Page -5-

contained in this document. Consequently, the information in this document does not provide a basis for a conclusion regarding the future performance of Norstan.

As a result of the foregoing, Black Box does not believe that there is a substantial likelihood that, under all of the circumstances, the non-public financial information regarding Norstan in its possession would assume actual significance to a reasonable investor’s investment decision regarding Norstan, or that there is a substantial likelihood that reasonable investors would view such information as significantly altering the total mix of information available regarding Norstan. Consequently, Black Box does not believe that any such information is material under Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended, and therefore need not be provided in the Offer to Purchase.

Merger and other Agreements, page 27

     New Severance Agreements, page 40

6.	Quantify, including the value of the option grant, the retention payments to be received by each Executive.
	Response: The last paragraph beginning on page 40 of the Offer to Purchase is amended and restated in its entirety in the Amendment to read as follows:

     “The Term Sheets provide that the Executives will continue to receive their existing base salaries through the fiscal year ending April 30, 2006 and will be eligible for bonuses which may be awarded pursuant to bonus, incentive or similar plans. The Term Sheets also provide that, subject to Black Box stockholder approval, the foregoing Executives will receive grants of non-qualified stock options to purchase shares of common stock of Black Box in the amount of 20,000 shares (50,000 shares in the case of Mr. Christian), each with a three-year vesting schedule and an exercise price equal to the fair market value of Black Box common stock on the date of grant.”

     As the date of the option grants and the fair market value of Black Box common stock on that date cannot be known, there is no practical way to value the Black Box options without making assumptions that may or may not be true. As a result, Black Box respectfully requests that information relating to the value of the option grants not be included in the Offer to Purchase.

     In addition, the second full paragraph on page 41 of the Offer to Purchase is amended and restated in its entirety in the Amendment to read as follows:

     “Under the New Severance Agreements, each of the Executives will receive a retention bonus for remaining in the employ of the Surviving Corporation after the Merger. Mr. Christian’s retention bonus will be $714,000, payable in three installments

January 19, 2005
Page -6-

of $238,000 each. The other Executives will receive a retention bonus in an amount equal to 50% of the amount payable under their existing severance agreements upon a qualifying change of control. Mr. Vold’s retention bonus will be $300,000, payable in four equal installments of $75,000 each. Ms. Warner’s retention bonus will be $138,750, payable in three equal installments of $46,250 each. Mr. Laughlin’s retention bonus will be $150,000, payable in three equal installments of $50,000 each. Mr. Anderson’s retention bonus will be $127,500, payable in three equal installments of $42,500 each. Mr. Perry’s retention bonus will be $131,250, payable in three equal installments of $43,750 each. Each Executive, other than Mr. Christian, is subject to a one-year non-competition and non-solicitation agreement effective upon termination of employment. Mr. Christian will be subject to a two-year non-competition and non-solicitation agreement effective upon termination of employment.”

Section 14. Conditions of the Offer, page 41

7.	We refer to the second bullet point on page 43. It appears that this condition had already been satisfied when you commenced this offer. Please advise or revise.
	Response: The New Severance Agreements have not yet been executed by the Executives and this condition has not yet been met. Black Box and Purchaser intend to further amend the Schedule upon the execution of the New Severance Agreements.

Fees and Expenses, page 47

8.	Quantify the “reasonable and customary compensation” referred to in this section. See Item 1009(a) of Regulation MA.
	Response: The first paragraph of Section 17 of the Offer to Purchase is amended and restated in its entirety in the Amendment to read as follows:

     “Purchaser has retained Georgeson Shareholder Securities as Dealer Manager, Georgeson Shareholder Communications, Inc. as the Information Agent (collectively, “Georgeson”) and Wells Fargo Bank, N.A. (“Wells Fargo”) as Depositary and Paying Agent in connection with the Offer. The Dealer Manager and the Information Agent may contact Norstan shareholders by mail, telephone, telex, telegraph and personal interview, and may request brokers, dealers and other nominee shareholders to forward material relating to the Offer to beneficial owners of Shares. Georgeson will be paid a base fee of $40,000 for their services and may earn an additional $20,000 success fee in the event that at least 90% of the Shares are tendered in the Offer and not withdrawn. Wells Fargo will be paid administrative and maintenance fees of approximately $25,000 and reasonable and customary transaction and processing fees for their services. Black Box has also agreed to reimburse each such firm for certain reasonable out-of-pocket expenses

January 19, 2005
Page -7-

and to indemnify each such firm against certain liabilities in connection with their services, including certain liabilities under federal securities laws.”

     Please direct any questions or comments regarding this letter, the responses contained herein or the Schedule, as amended, to me at 412-562-3943 or by facsimile at 412-562-1041.

Very truly yours,

/s/ Ronald Basso
Ronald Basso
 

RB/
Enclosure

cc: Christopher H. Gebhardt, Esq.

Exhibit A

     Each of Black Box Corporation and SF Acquisition Co. acknowledges that:

     • it is responsible for the adequacy and accuracy of the disclosure in its filings;

     • staff comments or changes to disclosure in response to staff comments in its filings reviewed by the staff do not foreclose the Securities and Exchange Commission (the “Commission”) from taking any action with respect to the filing; and

     • it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

BLACK BOX CORPORATION
By:	/s/ Michael McAndrew
Name:	Michael McAndrew
Date:	January 19, 2005

SF ACQUISITION CO.
By:	/s/ Michael McAndrew
Name:	Michael McAndrew
Date:	January 19, 2005