-----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, SYHSEDgBcILcly4ta6g0WDKG9ChjqpImnKnJCffo12LmM20DiM8QxqJPW2IyQGfz 6zqoIRzw3bosRCmcYnMOTA== 0000938839-96-000005.txt : 19960613 0000938839-96-000005.hdr.sgml : 19960613 ACCESSION NUMBER: 0000938839-96-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960605 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960610 SROS: NYSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13662 FILM NUMBER: 96578946 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 8-K 1 8-K TEXT SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 5, 1996 Boise Cascade Office Products Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 1-13662 82-0477390 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 800 W. Bryn Mawr Avenue, Itasca, Illinois 60143 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (708)773-5000 Item 5. Other Events. The Company has entered into an Amended and Restated Credit Agreement dated as of June 5, 1996, to the Boise Cascade Office Products Corporation Credit Agreement dated as of March 30, 1995, as amended by Amendment No. 1 to Credit Agreement dated as of January 12, 1996. As amended and restated, the Company may borrow up to $350 million under this credit facility, which expires in 2001. A copy of the Amended and Restated Credit Agreement is filed as Exhibit 4. Item 7. Financial Statements and Exhibits. Exhibit 4 Form of Amended and Restated Credit Agreement dated as of June 5, 1996, to the Boise Cascade Office Products Corporation Credit Agreement dated as of March 30, 1995, as amended by Amendment No. 1 to Credit Agreement dated as of January 12, 1996 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. BOISE CASCADE OFFICE PRODUCTS CORPORATION /s/ CAROL B. MOERDYK Carol B. Moerdyk Senior Vice President and Chief Financial Officer Date: June 10, 1996 Exhibit Index Exhibit No. Description Page 4 Form of Amended and Restated Credit Agreement dated as of June 5, 1996, to the Boise Cascade Office Products Corporation Credit Agreement dated as of March 30, 1995, as amended by Amendment No. 1 to Credit Agreement dated as of January 12, 1996 EX-4 2 EXHIBIT 4 AMENDED AND RESTATED CREDIT AGREEMENT AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 5, 1996, among BOISE CASCADE OFFICE PRODUCTS CORPORATION (the "Borrower"), the BANKS listed on the signature pages hereof (the "Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent"). W I T N E S S E T H : WHEREAS, certain of the parties hereto have heretofore entered into a $225,000,000 Credit Agreement dated as of March 30, 1995, (as heretofore amended, the "Agreement"); and WHEREAS, the parties hereto desire to amend such Agreement as set forth herein and to restate such Agreement in its entirety to read as set forth in the Agreement with the amendments specified below; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Agreement shall from and after the date hereof refer to the Agreement as amended and restated hereby. The term "Notes" defined in the Agreement shall include from and after the date hereof the New Notes (as defined below). SECTION 2. Amendment of Termination Date. The definition of "Termination Date" in Section 1.01 of the Agreement is amended to read in its entirety as follows: "Termination Date" means June 30, 2001, or, if such day is not a Euro-Dollar Business Day, the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the Termination Date shall be the next preceding Euro-Dollar Business Day. SECTION 3. Changes in Commitments. With effect from and including the date this Amendment and Restatement becomes effective in accordance with Section 6 hereof, (i) each Person listed on the signature pages hereof which is not a party to the Agreement (a "New Bank") shall become a Bank party to the Agreement and (ii) the Commitment of each Bank shall be the amount set forth opposite the name of such Bank on the signature pages hereof. SECTION 4. Representations and Warranties. The Borrower hereby represents and warrants that as of the date hereof and after giving effect thereto: (a) no Default under the Agreement has occurred and is continuing; and (b) each representation and warranty of the Borrower set forth in the Agreement is true and correct as though made on and as of this date. SECTION 5. Governing Law. This Amendment and Restatement shall be governed by and construed in accordance with the laws of the State of New York. SECTION 6. Counterparts; Effectiveness. This Amendment and Restatement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment and Restatement shall become effective as of the date when (i) the Agent shall have received duly executed counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, the Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (ii) the Agent shall have received a duly executed Note for each of the New Banks (a "New Note"), dated on or before the date of effectiveness hereof and otherwise in compliance with Section 2.05 of the Agreement; (iii) the Agent shall have received an opinion of John W. Holleran, General Counsel of the Borrower, substantially in the form of Exhibit E to the Agreement with reference to the New Notes, this Amendment and Restatement and the Agreement as amended and restated hereby; and (iv) the Agent shall have received all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of the Agreement as amended and restated hereby, the New Notes and any other matters relevant hereto. IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Agreement to be duly executed by their respective authorized officers as of the day and year first above written. BOISE CASCADE OFFICE PRODUCTS CORPORATION By ___________________________________ Name: Title: Commitments $33,000,000 MORGAN GUARANTY TRUST COMPANY OF NEW YORK By ___________________________________ Title: $33,000,000 CHEMICAL BANK By ___________________________________ Title: $28,000,000 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By ___________________________________ Title: $28,000,000 CIBC INC. By ___________________________________ Title: $28,000,000 THE NORTHERN TRUST COMPANY By ___________________________________ Title: $28,000,000 UNION BANK OF SWITZERLAND By ___________________________________ Title: By ___________________________________ Title: $28,000,000 WACHOVIA BANK OF GEORGIA, N.A. By ___________________________________ Title: $18,000,000 ABN AMRO BANK N.V. By ___________________________________ Title: By ___________________________________ Title: $18,000,000 CREDIT LYONNAIS NEW YORK BRANCH By ___________________________________ Title: $18,000,000 CREDIT SUISSE By ___________________________________ Title: By ___________________________________ Title: $18,000,000 FIRST BANK NATIONAL ASSOCIATION By ___________________________________ Title: $18,000,000 NATIONAL WESTMINSTER BANK PLC LOS ANGELES OVERSEAS BRANCH By ___________________________________ Title: NATIONAL WESTMINSTER BANK PLC NASSAU BRANCH By ___________________________________ Title: $18,000,000 NATIONSBANK, N.A. By ___________________________________ Title: $18,000,000 ROYAL BANK OF CANADA By ___________________________________ Title: $18,000,000 TORONTO DOMINION (TEXAS), INC. By ___________________________________ Title: _________________ Total Commitments $350,000,000 =============== MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent By ___________________________________ Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----