Schedule 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BOISE CASCADE OFFICE PRODUCTS CORPORATION
___________________________________________
(Name of Issuer)
Common Stock, par value $.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)
November 30, 1999
___________________________________________
(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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [___]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes)
CUSIP No. 097403-10-9
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
BOISE CASCADE CORPORATION
(I.R.S. EMPLOYER IDENTIFICATION NO.: 82-0100960)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [___]
(b) [___]
NOT APPLICABLE
3. SEC Use Only
4. Source of Funds (See Instructions)
WC and/or BK
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [___]
NOT APPLICABLE
6. Citizenship or Place of Organization
STATE OF DELAWARE, U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power: 53,398,724
8. Shared Voting Power: -0-
9. Sole Dispositive Power: 53,398,724
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
53,398,724
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [___]
NOT APPLICABLE
13. Percent of Class Represented by Amount in Row (11)
81.1528%
14. Type of Reporting Person (See Instructions)
CO
Item 1. Security and Issuer
The class of securities to which this statement relates is the
common stock, par value $.01 per share, of Boise Cascade Office Products
Corporation ("BCOP"), whose address is 800 West Bryn Mawr Avenue, Itasca,
Illinois 60143.
Item 2. Identity and Background
This statement is being filed on behalf of Boise Cascade
Corporation ("BCC"), a Delaware corporation, whose principal office is
located at 1111 West Jefferson Street, Boise, Idaho 83702.
BCC, 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.
BCC has not, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors)
and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Anne L. Armstrong, a USA citizen, is a director of BCC. Her
address is P.O. Box 1358, Kingsville, Texas 78363. Mrs. Armstrong has not,
during the last five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) and has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Philip J. Carroll, a USA citizen, is a director of BCC. He is
the chairman of the board and chief executive officer of Fluor Corporation,
a global engineering, construction, maintenance, and diversified services
company. Fluor's address is 3353 Michelson Drive, Irvine, California
92698. Mr. Carroll has not, during the last five years, been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors) and has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Rakesh Gangwal, a USA citizen, is a director of BCC. He is the
president and chief executive officer of US Airways Group, Inc., the parent
corporation for US Airways' mainline jet and express divisions as well as
several related companies, all in the air transportation industry. US
Airways Group's address is 2345 Crystal Drive, Arlington, Virginia 22227.
Mr. Gangwal is also the president and chief executive officer of US
Airways, Inc., the main operating arm of US Airways Group. He has not,
during the last five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) and has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Edward E. Hagenlocker, a USA citizen, is a director of BCC. His
address is 1400 North Woodward Avenue, Suite 165, Bloomfield, Michigan
48304. Mr. Hagenlocker has not, during the last five years, been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors) and has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Robert K. Jaedicke, a USA citizen, is a director of BCC. He is
professor (emeritus) of accounting at the Stanford University Business
School located in Stanford, California 94305. Mr. Jaedicke has not, during
the last five years, been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) and has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Donald S. Macdonald, a Canadian citizen, is a director of BCC.
He is of counsel in the Toronto law firm of McCarthy Tetrault located at
Suite 4700, Toronto Dominion Bank Tower, Toronto-Dominion Centre, Toronto,
Ontario, M5K 1E6, Canada. Mr. Macdonald has not, during the last five
years, been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) and has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree,
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Gary G. Michael, a USA citizen, is a director of BCC. He is the
chairman of the board and chief executive officer of Albertson's, Inc., a
retail food and drug company. Albertson's address is P.O. Box 20, Boise,
Idaho 83726. Mr. Michael has not, during the last five years, been
convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) and has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Paul J. Phoenix, a Canadian citizen, is a director of BCC. His
address is 218 Northshore Blvd., West, Burlington, Ontario, L7T 1A4,
Canada. Mr. Phoenix has not, during the last five years, been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors) and has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
A. William Reynolds, a USA citizen, is a director of BCC. He is
the chief executive of Old Mill Group, a private investment firm. Old Mill
Group's address is 1696 Georgetown Rd., Unit E, Hudson, Ohio 44236.
Mr. Reynolds has not, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors)
and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Francesca Ruiz de Luzuriaga, a USA citizen, is a director of BCC.
She is the chief operating officer of Mattel Interactive, a business unit
of Mattel, Inc., one of the major toy manufacturers in the world. Mattel's
address is 333 Continental Blvd., El Segundo, California 90245. Ms. Ruiz
de Luzuriaga has not, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors)
and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Jane E. Shaw, a USA citizen, is a director of BCC. She is the
chairman of the board and chief executive officer of AeroGen, Inc., a
private company specializing in the development of pulmonary drug delivery
systems. AeroGen's address is 1310 Orleans Drive, Sunnyvale, California
94089. Ms. Shaw has not, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors)
and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Frank A. Shrontz, a USA citizen, is a director of BCC. He is
chairman emeritus of The Boeing Company, an aerospace company. Boeing's
address is 7755 East Marginal Way, South, Seattle, Washington 98108. Mr.
Shrontz has not, during the last five years, been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) and has
not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Ward W. Woods, Jr., a USA citizen, is a director of BCC. He is
the president and chief executive officer of Bessemer Securities, LLC, a
privately held investment company. Bessemer Securities' address is 630
Fifth Avenue, 39th Floor, New York, New York 10111. Mr. Woods has not,
during the last five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) and has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
George J. Harad, a USA citizen, is the chairman and chief
executive officer of BCC. His address is Boise Cascade Corporation, 1111
West Jefferson Street, Boise, Idaho 83702. Mr. Harad has not, during the
last five years, been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) and has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
John C. Bender, a USA citizen, is the senior vice president,
building products, of BCC. His address is Boise Cascade Corporation, 1111
West Jefferson Street, Boise, Idaho 83702. Mr. Bender has not, during the
last five years, been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) and has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Theodore Crumley, a USA citizen, is the senior vice president and
chief financial officer of BCC. His address is Boise Cascade Corporation,
1111 West Jefferson Street, Boise, Idaho 83702. Mr. Crumley has not,
during the last five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) and has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
A. Ben Groce, a USA citizen, is the senior vice president,
manufacturing, paper division, of BCC. His address is Boise Cascade
Corporation, 1111 West Jefferson Street, Boise, Idaho 83702. Mr. Groce has
not, during the last five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) and has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
John W. Holleran, a USA citizen, is the senior vice president,
human resources, and general counsel of BCC. His address is Boise Cascade
Corporation, 1111 West Jefferson Street, Boise, Idaho 83702. Mr. Holleran
has not, during the last five years, been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) and has
not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Christopher C. Milliken, a USA citizen, is a senior vice
president of BCC and the president and chief executive officer of BCOP.
His address is Boise Cascade Office Products Corporation, 800 West Bryn
Mawr Avenue, Itasca, Illinois 60143. Mr. Milliken has not, during the last
five years, been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) and has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree,
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
N. David Spence, a USA citizen, is the senior vice president and
general manager, paper division, of BCC. His address is Boise Cascade
Corporation, 1111 West Jefferson Street, Boise, Idaho 83702. Mr. Spence
has not, during the last five years, been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) and has
not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
A. James Balkins III, a USA citizen, is a vice president of BCC
and the senior vice president, chief financial officer, and treasurer of
BCOP. His address is Boise Cascade Office Products Corporation, 800 West
Bryn Mawr Avenue, Itasca, Illinois 60143. Mr. Balkins has not, during the
last five years, been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) and has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Stanley R. Bell, a USA citizen, is the vice president and general
manager, building materials distribution division, of BCC. His address is
Boise Cascade Corporation, 1111 West Jefferson Street, Boise, Idaho 83702.
Mr. Bell has not, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors)
and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Charles D. Blencke, a USA citizen, is the vice president,
Louisiana operations, paper division, of BCC. His address is Boise Cascade
Corporation, P.O. Box 1060, DeRidder, Louisiana 70634-1060. Mr. Blencke
has not, during the last five years, been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) and has
not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Thomas E. Carlile, a USA citizen, is the vice president and
controller of BCC. His address is Boise Cascade Corporation, 1111 West
Jefferson Street, Boise, Idaho 83702. Mr. Carlile has not, during the last
five years, been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) and has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree,
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Graham L. Covington, a USA citizen, is the vice president,
marketing and sales, paper division, of BCC. His address is Boise Cascade
Corporation, 1800 SW First Avenue, Suite 300, Portland, Oregon 97201-5324.
Mr. Covington has not, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors)
and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Karen E. Gowland, a USA citizen, is the vice president, associate
general counsel, and corporate secretary of BCC. Her address is Boise
Cascade Corporation, 1111 West Jefferson Street, Boise, Idaho 83702.
Ms. Gowland has not, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors)
and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Vincent T. Hannity, a USA citizen, is the vice president,
corporate communications and investor relations, of BCC. His address is
Boise Cascade Corporation, 1111 West Jefferson Street, Boise, Idaho 83702.
Mr. Hannity has not, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors)
and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Guy G. Hurlbutt, a USA citizen, is the vice president, public
policy and environment, of BCC. His address is Boise Cascade Corporation,
1111 West Jefferson Street, Boise, Idaho 83702. Mr. Hurlbutt has not,
during the last five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) and has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Irving Littman, a USA citizen, is the vice president and
treasurer of BCC. His address is Boise Cascade Corporation, 1111 West
Jefferson Street, Boise, Idaho 83702. Mr. Littman has not, during the last
five years, been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) and has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree,
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Jeffrey G. Lowe, a USA citizen, is the vice president, Minnesota
operations, paper division, of BCC. His address is Boise Cascade
Corporation, International Falls, Minnesota 56649. Mr. Lowe has not,
during the last five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) and has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Richard W. Merson, a USA citizen, is the vice president, Alabama
operations, paper division, of BCC. His address is Boise Cascade
Corporation, 307 West Industrial Road, Jackson, Alabama 36545-3499.
Mr. Merson has not, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors)
and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Carol B. Moerdyk, a USA citizen, is a vice president of BCC and
the senior vice president, North American and Australian contract
operations, of BCOP. Her address is Boise Cascade Office Products
Corporation, 800 West Bryn Mawr Avenue, Itasca, Illinois 60143.
Ms. Moerdyk has not, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors)
and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
David A. New, a USA citizen, is the vice president, timberland
resources, of BCC. His address is Boise Cascade Corporation, 1111 West
Jefferson Street, Boise, Idaho 83702. Mr. New has not, during the last
five years, been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) and has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree,
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
BCC purchased the shares of stock additive to those previously
reported in the Schedule 13D prior to this amendment at various times and
various prices with working capital. If BCC were to purchase BCOP's
remaining outstanding shares at a price of $13.25 per share pursuant to the
proposal described in Item 4 below, the total purchase price would be
approximately $164.32 million. BCC plans to finance the purchase price
with working capital, including available cash or borrowing under a
Revolving Credit Agreement dated as of March 11, 1997, as amended September
25, 1997, Bank of America NT&SA as agent.
Item 4. Purpose of Transaction
On November 30, 1999, George J. Harad, BCC's chairman of the
board and chief executive officer, delivered to BCOP's Committee of
Independent Directors a letter indicating BCC's interest in pursuing an
acquisition of all of BCOP's outstanding shares not currently owned by BCC
at a price of $13.25 per share. Mr. Harad's letter is filed with this
Schedule 13D as Exhibit 1 and is incorporated herein by reference. On
December 1, 1999, BCC issued a press release, a copy of which is filed with
this Schedule 13D as Exhibit 2 and is incorporated herein by reference, as
to its delivery of the proposal to the Independent Directors with respect
to BCOP's outstanding shares not held by it.
BCC intends to review its investment in BCOP on a continuing
basis and, depending on various factors, including BCOP's business and
financial position, conditions in the securities markets, and general
economic conditions, may in the future take actions with respect to its
investment in BCOP as it deems appropriate in light of the circumstances
from time to time. These actions may include acquiring all of the
outstanding shares of BCOP's stock through a merger, tender offer or
otherwise, or other actions BCC may deem appropriate.
Item 5. Interest in Securities of the Issuer
As of November 1, 1999, BCC owned 53,398,724 shares of BCOP's
common stock or 81.1528% of the 65,800,212 shares of common stock
outstanding. BCC has the sole power to vote and dispose of such shares.
During the 60 days prior to December 1, 1999, BCC did not acquire any other
shares of BCOP stock. (d-e)are not applicable to BCC.
As of November 1, 1999, Anne L. Armstrong owned 4,000 shares of
BCOP's common stock or less than 1% of the 65,800,212 shares of common
stock outstanding. She has the sole power to vote and dispose of such
shares. During the 60 days prior to December 1, 1999, Mrs. Armstrong did
not acquire any other shares of BCOP stock. (d-e)are not applicable to
her.
As of November 1, 1999, Philip J. Carroll did not own any shares
of BCOP's common stock.
As of November 1, 1999, Rakesh Gangwal did not own any shares of
BCOP's common stock.
As of November 1, 1999, Edward E. Hagenlocker did not own any
shares of BCOP's common stock.
As of November 1, 1999, Robert K. Jaedicke did not own any shares
of BCOP's common stock.
As of November 1, 1999, Donald S. Macdonald did not own any
shares of BCOP's common stock.
As of November 1, 1999, Gary G. Michael did not own any shares of
BCOP's common stock.
As of November 1, 1999, Paul J. Phoenix did not own any shares of
BCOP's common stock.
As of November 1, 1999, A. William Reynolds held 23,000 shares of
BCOP's common stock under option. He owns 20,000 shares of BCOP's common
stock or less than 1% of the 65,800,212 shares of common stock outstanding.
He has the sole power to vote and dispose of such shares. During the 60
days prior to December 1, 1999, Mr. Reynolds did not acquire any other
shares of BCOP stock. (d-e)are not applicable to him.
As of November 1, 1999, Francesca Ruiz de Luzuriaga did not own
any shares of BCOP's common stock.
As of November 1, 1999, Jane E. Shaw owned 5,000 shares of BCOP's
common stock or less than 1% of the 65,800,212 shares of common stock
outstanding. She has the sole power to vote and dispose of such shares.
During the 60 days prior to December 1, 1999, Mrs. Shaw did not acquire any
other shares of BCOP stock. (d-e)are not applicable to her.
As of November 1, 1999, Frank A. Shrontz did not own any shares
of BCOP's common stock.
As of November 1, 1999, Ward W. Woods, Jr., did not own any
shares of BCOP's common stock.
As of November 1, 1999, George J. Harad owned 5,000 shares of
BCOP's common stock or less than 1% of the 65,800,212 shares of common
stock outstanding. He has the sole power to vote and dispose of such
shares. During the 60 days prior to December 1, 1999, Mr. Harad did not
acquire any other shares of BCOP stock. (d-e)are not applicable to him.
As of November 1, 1999, John C. Bender did not own any shares of
BCOP's common stock.
As of November 1, 1999, Theodore Crumley owned 1,000 shares of
BCOP's common stock or less than 1% of the 65,800,212 shares of common
stock outstanding. He has the sole power to vote and dispose of such
shares. During the 60 days prior to December 1, 1999, Mr. Crumley did not
acquire any other shares of BCOP stock. (d-e)are not applicable to him.
As of November 1, 1999, A. Ben Groce owned 25,894 shares of
BCOP's common stock (through BCC's Savings and Supplemental Retirement Plan
("SSRP"), a defined contribution plan qualified under Section 401(a) of the
Internal Revenue Code) or less than 1% of the 65,800,212 shares of common
stock outstanding. He has the sole power to vote and dispose of such
shares. During the 60 days prior to December 1, 1999, Mr. Groce did not
acquire any other shares of BCOP stock, other than through his
contributions to the SSRP. (d-e)are not applicable to him.
As of November 1, 1999, John W. Holleran owned 907 shares of
BCOP's common stock (through BCC's Savings and Supplemental Retirement Plan
("SSRP"), a defined contribution plan qualified under Section 401(a) of the
Internal Revenue Code) or less than 1% of the 65,800,212 shares of common
stock outstanding. He has the sole power to vote and dispose of such
shares. During the 60 days prior to December 1, 1999, Mr. Holleran did not
acquire any other shares of BCOP stock, other than through his
contributions to the SSRP. (d-e)are not applicable to him.
As of November 1, 1999, Christopher C. Milliken held 296,400
shares of BCOP's common stock under option. He owns 8,400 shares of BCOP's
common stock and holds 14,152 shares through BCC's SSRP, or less than 1% of
the 65,800,212 shares of common stock outstanding. He has the sole power
to vote and dispose of such shares. During the 60 days prior to
December 1, 1999, Mr. Milliken did not acquire any other shares of BCOP
stock, other than through his contributions to the SSRP. (d-e)are not
applicable to him.
As of November 1, 1999, N. David Spence did not own any shares of
BCOP's common stock.
As of November 1, 1999, A. James Balkins III held 81,000 shares
of BCOP's common stock under option. He owns 200 shares of BCOP's common
stock and holds 10,282 shares through BCC's SSRP, or less than 1% of the
65,800,212 shares of common stock outstanding. He has the sole power to
vote and dispose of such shares. During the 60 days prior to December 1,
1999, Mr. Balkins did not acquire any other shares of BCOP stock, other
than through his contributions to the SSRP. (d-e)are not applicable to
him.
As of November 1, 1999, Stanley R. Bell did not own any shares of
BCOP's common stock.
As of November 1, 1999, Charles D. Blencke owned 2,165 shares of
BCOP's common stock through BCC's SSRP or less than 1% of the 65,800,212
shares of common stock outstanding. He has the sole power to vote and
dispose of such shares. During the 60 days prior to December 1, 1999,
Mr. Blencke did not acquire any other shares of BCOP stock, other than
through his contributions to the SSRP. (d-e)are not applicable to him.
As of November 1, 1999, Thomas E. Carlile owned 8,460 shares of
BCOP's common stock through BCC's SSRP or less than 1% of the 65,800,212
shares of common stock outstanding. He has the sole power to vote and
dispose of such shares. During the 60 days prior to December 1, 1999,
Mr. Carlile did not acquire any other shares of BCOP stock, other than
through his contributions to the SSRP. (d-e)are not applicable to him.
As of November 1, 1999, Graham L. Covington owned 2,927 shares of
BCOP's common stock through BCC's SSRP or less than 1% of the 65,800,212
shares of common stock outstanding. He has the sole power to vote and
dispose of such shares. During the 60 days prior to December 1, 1999,
Mr. Covington did not acquire any other shares of BCOP stock, other than
through his contributions to the SSRP. (d-e)are not applicable to him.
As of November 1, 1999, Karen E. Gowland did not own any shares
of BCOP's common stock.
As of November 1, 1999, Vincent T. Hannity owned 828 shares of
BCOP's common stock through BCC's SSRP or less than 1% of the 65,800,212
shares of common stock outstanding. He has the sole power to vote and
dispose of such shares. During the 60 days prior to December 1, 1999,
Mr. Hannity did not acquire any other shares of BCOP stock, other than
through his contributions to the SSRP. (d-e)are not applicable to him.
As of November 1, 1999, Guy G. Hurlbutt did not own any shares of
BCOP's common stock.
As of November 1, 1999, Irving Littman did not own any shares of
BCOP's common stock.
As of November 1, 1999, Jeffrey G. Lowe did not own any shares of
BCOP's common stock.
As of November 1, 1999, Richard W. Merson did not own any shares
of BCOP's common stock.
As of November 1, 1999, Carol B. Moerdyk held 183,400 shares of
BCOP's common stock under option. She owns 5,000 shares of BCOP's common
stock and holds 4,386 shares through BCC's SSRP, or less than 1% of the
65,800,212 shares of common stock outstanding. She has the sole power to
vote and dispose of such shares. During the 60 days prior to December 1,
1999, Ms. Moerdyk did not acquire any other shares of BCOP stock, other
than through her contributions to the SSRP. (d-e)are not applicable to
her.
As of November 1, 1999, David A. New did not own any shares of
BCOP's common stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Not applicable.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 Letter dated November 30, 1999, from George J.
Harad, BCC's chairman of the board and chief
executive officer, to BCOP's Committee of
Independent Directors
Exhibit 2 Press release dated December 1, 1999
Signature
After reasonable 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.
December 1, 1999
__________________
Date
BOISE CASCADE CORPORATION
/s/ Karen E. Gowland
_________________________________
Karen E. Gowland, Vice President,
Associate General Counsel, and
Corporate Secretary
Letter from George Harad
Exhibit 1
1111 W. Jefferson Street George J. Harad
P.O. Box 50 Chairman
Boise, Idaho 83728-0001 Chief Executive Officer
208/384-7557
Fax: 208/384-4912
George_Harad@bc.com
November 30, 1999
James G. Connelly III, Chairman
Special Committee of the Board of Directors
Boise Cascade Office Products Corporation
800 West Bryn Mawr Avenue
Itasca, IL 60143
Dear Jim:
On behalf of Boise Cascade Corporation, I am pleased to communicate to you
our interest in pursuing an acquisition of all of the outstanding shares
of Boise Cascade Office Products Corporation not owned by Boise Cascade at
a price of $13.25 per share in cash. This acquisition would be subject to
the approval of Boise Cascade's board of directors. Additionally, it
would be conditioned upon Boise Cascade's ability to acquire a majority of
the minority shares outstanding and upon the satisfaction of other
conditions customary in these types of transactions.
As you know, this proposal follows and arises from preliminary, informal
conversations with the independent directors of BCOP and their advisors
and reflects an increase of $1.25 over the per share price initially
raised in those conversations.
We believe that this proposed price, which represents a premium of 26% to
the prior 30 trading day average price of BCOP shares, and a premium of
about 25% to the market price of BCOP shares on November 29, 1999, is fair
to the public shareholders of BCOP from a financial point of view. We
would like to emphasize that Boise Cascade's ownership interest in BCOP is
not for sale and thus there is no realistic likelihood of a sale of BCOP
to a third party.
We are in a position to proceed expeditiously towards a transaction on the
basis of the foregoing terms and look forward to working with you toward a
mutually acceptable agreement.
Yours very truly,
/s/ George J. Harad
George J. Harad
Press Release
Exhibit 2
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: December 1, 1999
BOISE CASCADE PROPOSES ACQUISITION OF MINORITY PUBLIC
SHARES OF BOISE CASCADE OFFICE PRODUCTS CORPORATION
BOISE, Idaho -- Boise Cascade Corporation (NYSE:BCC) announced today
that it has made a proposal to the board of directors of Boise Cascade
Office Products Corporation (NYSE:BOP) to acquire the outstanding minority
public shares of BOP. Boise Cascade currently owns 81.2% of the
outstanding shares of Boise Cascade Office Products. Boise Cascade has
proposed to pay $13.25 per share in cash, which represents a premium to
the current market price. Any transaction would be subject to the
approval of the BCC board of directors and other customary conditions.
Boise Cascade's chairman of the board and chief executive officer
George J. Harad said, "We view the acquisition of BOP's minority shares as
an attractive investment that is consistent with our focus on growing the
distribution side of our company. We expect the transaction to be
accretive to earnings and 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.
Boise Cascade's web site address is www.bc.com.
Boise Cascade Office Products Corporation, based in Itasca, Illinois,
is a premier worldwide distributor of office and computer supplies, office
furniture, paper, and promotional products with a customer base ranging in
size from the smallest businesses to multinational corporations and
government agencies. Boise Cascade Office Products has operations
throughout the United States, Australia, Belgium, Canada, France, Spain,
and the United Kingdom. BOP's address on the Internet is www.bcop.com.