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): November 1, 1995
Boise Cascade Corporation
____________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-5057 82-0100960
_____________________________________________________________________
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
1111 W. Jefferson St., Boise, Idaho 83702
_____________________________________________________________________
(Address of Principal Executive Offices) (ZIP Code)
Registrant's Telephone Number, Including Area Code: 208/384-6161
Item 2. Acquisition or Disposition of Assets.
On November 1, 1995, the Company announced that the merger
of Rainy River Forest Products Inc. ("Rainy River") and
Stone-Consolidated Corporation was completed. Boise Cascade held
approximately 49% of the voting shares and 60% of the total
equity in Rainy River. As a result of the transaction, the
Company received approximately US$183 million. The proceeds from
this transaction will be used to reduce debt, make capital
investments, and enhance shareholder returns.
The Company holds approximately 6.6 million shares of
Stone-Consolidated common stock, representing approximately 6.4%
of Stone-Consolidated's outstanding common stock. In addition,
the Company holds approximately 2.8 million shares of
Stone-Consolidated's redeemable preferred stock.
Item 7. Financial Statements, Pro Forma Financial Information,
and Exhibits.
(b) Pro forma financial information:
The unaudited pro forma Boise Cascade Corporation and
subsidiaries financial information giving effect to the
transaction discussed in Item 2 of this report on Form 8-K
is set forth in Exhibit 20 attached hereto and filed
herewith.
(c) Exhibits:
20 Unaudited pro forma Boise Cascade Corporation and
Subsidiaries financial information, including:
condensed balance sheet as of September 30, 1995;
consolidated statement of income for the nine months
ended September 30, 1995; consolidated statement of
loss for the twelve months ended December 31, 1994; and
notes to unaudited pro forma financial information.
99 News release issued by the Company on November 1, 1995.
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 thereunto duly
authorized.
BOISE CASCADE CORPORATION
/s/ TOM E. CARLILE
Tom E. Carlile
Vice President and Controller
Date: November 14, 1995
Exhibit Index
Exhibit No. Description Page
20 Unaudited pro forma Boise Cascade
Corporation and Subsidiaries financial
information, including: condensed
balance sheet as of September 30, 1995;
consolidated statement of income for
the nine months ended September 30,
1995; consolidated statement of loss
for the twelve months ended December 31,
1994; and notes to unaudited pro forma
financial information.
99 News release issued by the Company on
November 1, 1995.
Exhibit No. 20
Unaudited pro forma Boise Cascade Corporation and
Subsidiaries financial information, including: condensed balance
sheet as of September 30, 1995; consolidated statement of income
for the nine months ended September 30, 1995; consolidated
statement of loss for the twelve months ended December 31, 1994;
and notes to unaudited pro forma financial information.
Unaudited Pro Forma Boise Cascade Corporation
and Subsidiaries
Financial Information
The following unaudited pro forma consolidated condensed balance
sheet as of September 30, 1995, and the unaudited pro forma
consolidated statements of income (loss) for the nine months
ended September 30, 1995, and the twelve months ended December 31,
1994, give effect to the following transactions:
On October 13, 1994, the Company's Canadian subsidiary, Rainy
River Forest Products Inc., ("Rainy River"), completed an initial
public offering of units (the "Units") of its equity and debt
securities. Concurrently with the sale of the Units, Rainy River
also sold to the public US$110,000,000 aggregate principal amount
of 10 3/4% Senior Secured Notes due 2001 (the "Senior Notes").
The sale of Cdn. $420,000,000 of Units consisted of 14,000,000
newly issued common shares of Rainy River sold to the public for
an aggregate offering price of Cdn. $210,000,000 and
Cdn. $210,000,000 principal amount 8.0% Convertible Unsecured
Subordinated Debentures due October 15, 2004 (the "Convertible
Debentures") sold to the public at 100% of the principal amount
thereof plus accrued interest, if any. Net proceeds to Rainy
River, after payment of underwriters' fees, from the Units
offering was Cdn. $199,500,000 with respect to the common shares
and Cdn. $199,500,000 with respect to the Convertible Debentures.
The initial public offering price of the Units was determined
through negotiations between Rainy River and the underwriters.
The Units were separated into common shares and Convertible
Debentures at the closing of the Units offering.
The common shares sold represented approximately 51% of the total
outstanding voting common shares and approximately 40.34% of the
total outstanding equity of Rainy River. As a result, the
Company owned 49% of the outstanding voting common shares and
59.66% of the total equity of Rainy River.
Rainy River owned and operated a newsprint mill in Kenora,
Ontario, Canada, and an uncoated groundwood papers mill in Fort
Frances, Ontario, Canada. On September 28, 1994, Rainy River
acquired as part of its reorganization and refinancing, including
the sale of the Units and the Senior Notes, the Company's West
Tacoma, Washington, newsprint mill and its associated working
capital. On the same date, Rainy River also acquired the
newsprint and uncoated groundwood papers marketing and sales
organization of the Company. The Company recorded a receivable
of approximately US$148,000,000 from Rainy River as consideration
for these transactions. Rainy River and the Company also entered
into an agreement whereby Rainy River will purchase from the
Company, at a brokerage discount for resale to customers of Rainy
River, all of the newsprint produced at the Company's mill
located at DeRidder, Louisiana, for which orders have been
received by Rainy River.
On October 13, 1994 the Company received cash of US$181,724,000
from Rainy River which included payment of the consideration for
these transactions and repayment of cash advances.
Since the Company no longer exercised control, Rainy River was
accounted for on the equity method retroactive to January 1,
1994, in the Company's historical consolidated financial
statements.
In the second quarter of 1995, the Company provided US$32,500,000
of income taxes for the tax effect of the difference in the book
and tax bases of its stock ownership in Rainy River.
On November 1, 1995, the Company announced that the merger of
Rainy River and Stone-Consolidated Corporation was completed.
The new company will continue to do business as Stone-
Consolidated Corporation ("Stone-Consolidated"). As a result of
the transaction, Boise Cascade received approximately
US$183,482,000. The Company will use the proceeds from this
transaction to reduce debt, make capital investments, and enhance
shareholder returns.
The Company holds approximately 6,600,000 shares of
Stone-Consolidated common stock valued on November 1, 1995, at
approximately US$102,099,000, and representing approximately 6.4%
of Stone-Consolidated's outstanding common stock. In addition,
the Company holds approximately 2,800,000 shares of
Stone-Consolidated's redeemable preferred stock valued on
November 1, 1995, at approximately US$45,742,000. The Company
will account for its holdings in Stone-Consolidated on the cost
method.
The unaudited pro forma consolidated financial information is
presented as if these transactions had been completed as of
September 30, 1995, for the pro forma consolidated condensed
balance sheet and as of the first day of each period for which
pro forma consolidated statements of income (loss) are presented.
The pro forma financial information does not purport to be
indicative of the actual financial position as it will finally be
recorded, or the results of operations which would actually have
been reported if the transactions had occurred on the dates or
for the periods indicated, or which may be reported in the
future. The pro forma financial information should be read in
conjunction with the separate historical consolidated financial
statements and the related notes to such financial statements of
Boise Cascade and Rainy River.
Boise Cascade Corporation and Subsidiaries
Pro Forma Condensed Balance Sheet
September 30, 1995
(expressed in thousands)
(unaudited)
Historical Pro Forma
Boise Cascade Investment Boise Cascade
Corporation and in Pro Forma Corporation and
Subsidiaries Rainy River Adjustments Subsidiaries
(Note 1) (Note 2)
ASSETS
Current
Cash and cash items $ 45,778 $ - $ $ 45,778
Short-term investments 28,609 - - 28,609
__________ __________ __________ __________
74,387 - 74,387
Receivables, net 509,236 - - 509,236
Inventories 474,550 - - 474,550
Deferred income tax benefits 79,356 - - 79,356
Other 25,350 - 147,841 (c) 173,191
__________ __________ __________ __________
1,162,879 - 147,841 1,310,720
__________ __________ __________ __________
Property
Property and equipment 4,702,597 - - 4,702,597
Accumulated depreciation (2,193,494) - - (2,193,494)
__________ __________ __________ __________
2,509,103 - - 2,509,103
Timber, timberlands, and timber
deposits 399,528 - - 399,528
__________ __________ __________ __________
2,908,631 - - 2,908,631
__________ __________ __________ __________
Investments in equity affiliates 251,446 (227,406)(a) - 24,040
Other assets 301,032 - - 301,032
__________ __________ __________ __________
Total assets $4,623,988 $ (227,406) $ 147,841 $4,544,423
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Notes payable $ 183,000 $ - $ - $ 183,000
Current portion of long-term debt 609 - - 609
Accounts payable 352,321 - - 352,321
Accrued liabilities 323,308 - 33,526 (d) 356,834
__________ __________ __________ __________
859,238 - 33,526 892,764
__________ __________ __________ __________
Debt
Long-term debt, less current
portion 1,268,423 - (183,482)(b) 1,084,941
Guarantee of ESOP debt 228,212 - - 228,212
__________ __________ __________ __________
1,496,635 - (183,482) 1,313,153
__________ __________ __________ __________
Other
Deferred income taxes 306,340 4,269 (a) 9,194 (d) 319,803
Other long-term liabilities 256,851 - - 256,851
__________ __________ __________ __________
563,191 4,269 9,194 576,654
__________ __________ __________ __________
Minority interest 64,968 - - 64,968
__________ __________ __________ __________
Shareholders' equity
Preferred stock 563,897 - - 563,897
Deferred ESOP benefit (228,212) - - (228,212)
Common stock 120,142 - - 120,142
Additional paid-in capital 202,870 - - 202,870
Retained earnings 981,259 7,928 (a) 49,000 (d) 1,038,187
__________ __________ __________ __________
Total shareholders' equity 1,639,956 7,928 49,000 1,696,884
__________ __________ __________ __________
Total liabilities and
shareholders' equity $4,623,988 $ 12,197 $ (91,762) $4,544,423
Boise Cascade Corporation and Subsidiaries
Pro Forma Statement of Income
Nine Months Ended September 30, 1995
(expressed in thousands, except earnings per share)
(unaudited)
Historical Pro Forma
Boise Cascade Equity in Net Boise Cascade
Corporation and Income of Pro Forma Corporation and
Subsidiaries Rainy River Adjustments Subsidiaries
(Note 1) (Note 3)
Revenues
Sales $3,832,270 $ - $ - $3,832,270
Other expense, net (17,310) - - (17,310)
__________ __________ __________ __________
3,814,960 - - 3,814,960
__________ __________ __________ __________
Cost and expenses
Materials, labor, and other
operating expenses 2,841,890 - - 2,841,890
Depreciation and cost of company
timber harvested 182,750 - - 182,750
Selling and administrative
expenses 315,150 - - 315,150
__________ __________ __________ __________
3,339,790 - - 3,339,790
__________ __________ __________ __________
Equity in net income
of affiliates 33,310 (30,366)(a) - 2,944
__________ __________ __________ __________
Income from operations 508,480 (30,366) - 478,114
__________ __________ __________ __________
Interest expense (105,380) - 9,495 (b) (95,885)
Interest income 2,210 - 2,745 (c) 4,955
Foreign exchange gain 20 - - 20
Gain on subsidiaries'
issuance of stock 66,160 - - 66,160
__________ __________ __________ __________
(36,990) - 12,240 (24,750)
__________ __________ __________ __________
Income before income taxes
and minority interest 471,490 (30,366) 12,240 453,364
Income tax provision (186,520) 10,628 (a) (3,694)(b) (148,154)
- - (1,068)(c) -
- - 32,500 (d) -
__________ __________ __________ __________
Income before minority interest 284,970 (19,738) 39,978 305,210
Minority interest, net of income
tax (3,530) - - (3,530)
__________ __________ __________ __________
Net income $ 281,440 $ (19,738) $ 39,978 $ 301,680
Primary net income per share $ 4.78 $ 5.15
Fully diluted net income per share $ 4.32 $ 4.65
Average primary common shares 54,886 54,886
Average fully diluted common shares 61,667 61,667
Boise Cascade Corporation and Subsidiaries
Pro Forma Statement of Loss
Twelve Months Ended December 31, 1994
(expressed in thousands, except earnings per share)
(unaudited)
Historical Pro Forma
Boise Cascade Equity in Boise Cascade
Corporation and Net Loss of Pro Forma Corporation and
Subsidiaries Rainy River Adjustments Subsidiaries
(Note 1) (Note 4)
Revenues
Sales $4,140,390 $ - $ (5,450)(b) $4,134,940
Other income, net 1,360 - - 1,360
__________ __________ __________ __________
4,141,750 - (5,450) 4,136,300
__________ __________ __________ __________
Cost and expenses
Materials, labor, and other
operating expenses 3,453,730 - 1,460 (c) 3,455,190
Depreciation and cost of company
timber harvested 236,430 - - 236,430
Selling and administrative
expenses 336,970 - - 336,970
__________ __________ __________ __________
4,027,130 - 1,460 4,028,590
__________ __________ __________ __________
Equity in net income (loss)
of affiliates (22,930) 26,794 (a) - 3,864
__________ __________ __________ __________
Income from operations 91,690 26,794 (6,910) 111,574
__________ __________ __________ __________
Interest expense (147,800) - 12,660 (d) (128,260)
- - 6,880 (d) -
Interest income 1,690 - 3,659 (e) 5,349
Foreign exchange loss (130) - - (130)
Loss on subsidiary's sale of
stock (10,200) - 10,200 (f) -
__________ __________ __________ __________
(156,440) - 33,399 (123,041)
__________ __________ __________ __________
Loss before income taxes (64,750) 26,794 26,489 (11,467)
Income tax benefit 2,140 (9,378)(a) 20,200 (g) 2,659
- - (10,303)(h) -
__________ __________ __________ __________
Net loss $ (62,610) $ 17,416 $ 36,386 $ (8,808)
Primary and fully diluted
net loss per share $ (3.08) $ (1.67)
Average common shares 38,110 38,110
Boise Cascade Corporation and Subsidiaries
Notes to Pro Forma Financial Information
(unaudited)
1. Basis of Reporting
The accompanying pro forma consolidated condensed balance
sheet as of September 30, 1995, and the pro forma
consolidated statements of income (loss) for the nine months
ended September 30, 1995, and the year ended December 31,
1994, give effect to the following transactions:
On October 13, 1994, the Company's Canadian subsidiary,
Rainy River Forest Products Inc., ("Rainy River"), completed
an initial public offering of units (the "Units") of its
equity and debt securities. Concurrently with the sale of
the Units, Rainy River also sold to the public
US$110,000,000 aggregate principal amount of 10 3/4% Senior
Secured Notes due 2001 (the "Senior Notes").
The sale of Cdn. $420,000,000 of Units consisted of
14,000,000 newly issued common shares of Rainy River sold to
the public for an aggregate offering price of Cdn.
$210,000,000 and Cdn. $210,000,000 principal amount 8.0%
Convertible Unsecured Subordinated Debentures due
October 15, 2004 (the "Convertible Debentures") sold to the
public at 100% of the principal amount thereof plus accrued
interest, if any. Net proceeds to Rainy River, after
payment of underwriters' fees, from the Units offering was
Cdn. $199,500,000 with respect to the common shares and
Cdn. $199,500,000 with respect to the Convertible
Debentures. The initial public offering price of the Units
was determined through negotiations between Rainy River and
the underwriters. The Units were separated into common
shares and Convertible Debentures at the closing of the
Units offering.
The common shares sold represented approximately 51% of the
total outstanding voting common shares and approximately
40.34% of the total outstanding equity of Rainy River. As a
result, the Company owned 49% of the outstanding voting
common shares and 59.66% of the total equity of Rainy River.
Rainy River owned and operated a newsprint mill in Kenora,
Ontario, Canada, and an uncoated groundwood papers mill in
Fort Frances, Ontario, Canada. On September 28, 1994, Rainy
River acquired as part of its reorganization and
refinancing, including the sale of the Units and the Senior
Notes, the Company's West Tacoma, Washington, newsprint mill
and its associated working capital. On the same date, Rainy
River also acquired the newsprint and uncoated groundwood
papers marketing and sales organization of the Company. The
Company recorded a receivable of approximately
US$148,000,000 from Rainy River as consideration for these
transactions. Rainy River and the Company also entered into
an agreement whereby Rainy River will purchase from the
Company, at a brokerage discount for resale to customers of
Rainy River, all of the newsprint produced at the Company's
mill located at DeRidder, Louisiana, for which orders have
been received by Rainy River.
On October 13, 1994 the Company received cash of
US$181,724,000 from Rainy River which included payment of
the consideration for these transactions and repayment of
cash advances.
Since the Company no longer exercised control, Rainy River
was accounted for on the equity method retroactive to
January 1, 1994, in the Company's historical consolidated
financial statements. Sales and costs and expenses
applicable to sales for Rainy River for the nine months
ended September 30, 1994, were US$227,659,000 and
US$240,531,000.
In the second quarter of 1995, the Company provided
US$32,500,000 of income taxes for the tax effect of the
difference in the book and tax bases of its stock ownership
in Rainy River.
On November 1, 1995, the Company announced that the merger
of Rainy River and Stone-Consolidated Corporation was
completed. The new company will continue to do business as
Stone-Consolidated Corporation ("Stone-Consolidated"). As
a result of the transaction, Boise Cascade received
approximately US$183,482,000. The Company will use the
proceeds from this transaction to reduce debt, make capital
investments, and enhance shareholder returns.
The Company holds approximately 6,600,000 shares of
Stone-Consolidated common stock valued on November 1, 1995,
at approximately US$102,099,000, and representing
approximately 6.4% of Stone-Consolidated's outstanding
common stock. In addition, the Company holds approximately
2,800,000 shares of Stone-Consolidated's redeemable
preferred stock valued on November 1, 1995, at approximately
US$45,742,000. The Company will account for its holdings in
Stone-Consolidated on the cost method.
The unaudited pro forma consolidated financial information
is presented as if these transactions had been completed as
of September 30, 1995, for the pro forma consolidated
condensed balance sheet and as of the first day of each
period for which pro forma consolidated statements of income
(loss) are presented.
The pro forma financial information does not purport to be
indicative of the actual financial position as it will
finally be recorded, or the results of operations which
would actually have been reported if the transactions had
occurred on the dates or for the periods indicated, or which
may be reported in the future. The pro forma financial
information should be read in conjunction with the separate
historical consolidated financial statements and the related
notes to such financial statements of Boise Cascade and
Rainy River.
2. Pro Forma Balance Sheet
The pro forma consolidated condensed balance sheet gives
effect to the adjustments described below:
(a) To delete Boise Cascade's equity investment in Rainy
River, including the net of tax cumulative translation
adjustment.
(b) To record Boise Cascade's use of net cash proceeds from
the sale of its remaining interest in Rainy River to
reduce long-term debt.
(c) To record Boise Cascade's net investment in
Stone-Consolidated.
(d) To record the net gain and related net tax effects of
Boise Cascade's sale of its remaining interest in Rainy
River.
3. Pro Forma Statement of Income for the Nine Months Ended
September 30, 1995
The pro forma consolidated statement of income gives effect
to the adjustments described below:
(a) To delete Boise Cascade's equity in the net income of
Rainy River.
(b) To record the reduction in interest expense resulting
from interest saved due to reducing long-term debt by
the amount of net proceeds received from the
transaction of November 1, 1995.
(c) To record dividend income from the Company's investment
in Stone-Consolidated's redeemable preferred stock.
(d) To eliminate the nonrecurring charge related to Boise
Cascade's provision for income taxes for the tax effect
of the difference in the book and tax bases of its
stock ownership in Rainy River.
4. Pro Forma Statement of Loss For the Year Ended December 31,
1994
The pro forma consolidated statement of loss gives effect to
the adjustments described below:
(a) To delete Boise Cascade's equity in the net loss of
Rainy River.
(b) To record the reduction in revenues resulting from the
Newsprint Marketing Agreement between Boise Cascade and
Rainy River. Rainy River will purchase all newsprint
produced at Boise Cascade's DeRidder mill, at a
brokerage discount of up to 5%, for resale to Rainy
River customers. Beginning in October 1994, the
effects of this agreement have already been included in
the historical balances as presented herein.
(c) To record the adjustment in "Materials, labor, and
other operating expenses" resulting from the Pulp Sale
Agreement between Boise Cascade and Rainy River,
whereby Rainy River's Fort Frances mill will continue
to sell market pulp to Boise Cascade. The price paid
by Boise Cascade for the pulp as defined in the
agreement may have been more or less than the
historical price paid by Boise Cascade. Beginning in
June 1994, the effects of this agreement have already
been included in the historical balances as presented
herein.
(d) To record the reduction in interest expense resulting
from interest expense saved due to reducing long-term
debt by the amount of net proceeds received from the
transactions of October 13, 1994, and November 1, 1995.
(e) To record dividend income from the Company's investment
in Stone-Consolidated's redeemable preferred stock.
(f) To eliminate the nonrecurring charge related to the
loss recognized for the October 13, 1994, sale of Rainy
River securities
(g) To eliminate the nonrecurring charge associated with
Boise Cascade's recognition of a charge for U.S. taxes
on undistributed Canadian earnings required to be
recognized as a result of the October 13, 1994,
transaction.
(h) To record the tax effects of pro forma adjustments (b),
(c), (d), (e), and (f).
Exhibit No. 99
News release issued by the Company on November 1, 1995.
Contact:
Robert B. Hayes
(Office) (208) 384-7675
(Home) (208) 345-9863
FOR IMMEDIATE RELEASE: November 1, 1995
MERGER OF RAINY RIVER AND STONE-CONSOLIDATED COMPLETED
BOISE, Idaho -- Boise Cascade Corporation (NYSE:BCC)
announced today that the merger of Rainy River Forest Products
Inc. and Stone-Consolidated Corporation has been completed.
Boise Cascade held approximately 49% of the voting shares and 60%
of the total equity in Rainy River. As a result of the
transaction, Boise Cascade will receive today approximately
US$183 million. The company will use the proceeds from this
transaction to reduce debt, make capital investments, and enhance
shareholder returns.
Boise Cascade now holds approximately 6.6 million shares of
Stone-Consolidated common stock, representing approximately 6.4%
of Stone-Consolidated's outstanding common stock. In addition,
Boise Cascade now holds approximately 2.8 million shares of
Stone-Consolidated's redeemable preferred stock.
Boise Cascade Corporation is an integrated paper and forest
products company headquartered in Boise, Idaho, with operations
located primarily in the United States. The company manufactures
and distributes paper and paper products, office products, and
building products and owns and manages timberland to support
these operations.
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