As filed with the Securities and Exchange Commission on July 11,
1994
Registration No. 33-______
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Boise Cascade Corporation
(Exact name of registrant as specified in its charter)
Delaware 82-0100960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Jefferson Square
P.O. Box 50
Boise, Idaho 83728-0001
(208) 384-6161
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
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JOHN W. HOLLERAN
Vice President and General Counsel
Boise Cascade Corporation
One Jefferson Square
P.O. Box 50
Boise, Idaho 83728-0001
(208) 384-7704
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Robert E. Buckholz, Jr.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
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Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
registration statement as determined in light of market
conditions.
------------
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box [___].
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box [ x ].
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<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM
OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT* OFFERING PRICE* REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities $400,000,000** 100%*** $400,000,000*** $137,932
*Estimated solely for the purpose of calculating the registration fee.
**Or if any Debt Securities (1) are denominated or payable in a foreign or composite
currency or currencies, such amount as shall result in an aggregate initial offering price
equivalent to $400,000,000 at the time of initial offering or (2) are issued at an
original issue discount, such greater principal amount as shall result in an aggregate
initial offering price of $400,000,000.
***Exclusive of accrued interest, if any.
</TABLE>
<PAGE>
The registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
In accordance with Rule 429, the Prospectus (including
any Prospectus Supplement) is a combined Prospectus which also
relates to Registration Statement No. 33-38216.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 11, 1994
BOISE CASCADE CORPORATION
------------
DEBT SECURITIES
------------
Boise Cascade Corporation ("Company") may offer from time to time
debt securities consisting of debentures, notes, or other
unsecured evidences of indebtedness in one or more series ("Debt
Securities") for issuance and sale at an aggregate initial
offering price not to exceed $420,400,000 (or, if the Debt
Securities are denominated or payable in a foreign or composite
currency or currencies, or in amounts determined by reference to
an index, the equivalent thereof at the time of the offering) on
terms determined in light of market conditions at the time of
sale. The Debt Securities may be sold directly, through agents
designated from time to time, to or through underwriting
syndicates led by one or more managing underwriters, or to or
through one or more underwriters acting alone. If any agents of
the Company, or any underwriters, are involved in the sale of the
Offered Securities (as defined below), the name of such agents or
underwriters and any applicable commissions or discounts will be
set forth in the Prospectus Supplement. The net proceeds to the
Company from such sale will also be set forth in the Prospectus
Supplement.
------------
When a particular series of Debt Securities is offered, a
supplement to this Prospectus ("Prospectus Supplement") will be
delivered together with this Prospectus. The Prospectus
Supplement will set forth, as applicable with respect to the Debt
Securities being offered ("Offered Securities"): the aggregate
principal amount; maturity; authorized denominations; interest
rate or rates (which may be fixed or variable) and time of
payment of interest, if any; initial public offering price or
purchase price; any terms for redemption or early repayment; the
currency or currencies (including composite currencies) in which
the Offered Securities are denominated or payable, if other than
U.S. dollars; any other special terms; and the names of the
underwriters, dealers, or agents, if any, for the Offered
Securities, together with the terms of offering of the Offered
Securities. Any underwriters, dealers, or agents participating in
the offering may be deemed "underwriters" within the meaning of
the Securities Act of 1933.
The Offered Securities will be represented by one or more Global
Securities (collectively, the "Global Securities") registered in
the name of a nominee of The Depository Trust Company, as
Depositary. Interests in Global Securities will be shown on, and
transfers thereof will be effected only through, records
maintained by the Depositary and its participants. Except as
described in "Description of Debt Securities - Book-Entry
System," owners of beneficial interests in the Global Securities
will not be entitled to receive Offered Securities in definitive
form and will not be considered the holders thereof.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is ________________, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith files reports, proxy statements, and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements, and other
information can be inspected and copied at the public reference
room of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the public reference facilities in
the Commission's Regional Offices in New York (Seven World Trade
Center, New York, New York 10048) and in Chicago (Northwestern
Atrium Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661). Copies of such materials can be obtained at
prescribed rates by writing to the Securities and Exchange
Commission, Public Reference Section, Washington, D.C. 20549.
Such materials also can be inspected at the offices of The New
York Stock Exchange (20 Broad Street, New York, New York 10005),
the Chicago Stock Exchange (120 South LaSalle Street, Chicago,
Illinois 60605), and the Pacific Stock Exchange (301 Pine Street,
San Francisco, California 94104).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 (File No. 1-5057) are incorporated in this
Prospectus by reference: (1) annual report on Form 10-K for the
year ended December 31, 1993 ("Form 10-K"); (2) quarterly report
on Form 10-Q for the quarter ended March 31, 1994; and (3) the
current report on Form 8-K filed June 1, 1994.
All documents filed by the Company pursuant to sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Prospectus and prior to the
termination of the offering of the Debt Securities made by this
Prospectus shall be deemed to be incorporated by reference in
this Prospectus and to be a part of this Prospectus from the date
of the filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained in any subsequently filed document deemed to be
incorporated herein or contained in the accompanying Prospectus
Supplement modifies or supersedes such statement. Any such
statement so modified shall not be deemed, except as so modified
or superseded, to constitute a part of the Registration Statement
or this Prospectus.
The Company will provide without charge to each person to
whom this Prospectus is delivered, on the written or oral request
of such person, a copy of any or all of the documents referred to
above which have been or may be incorporated by reference in this
Prospectus, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such
documents). Such written or oral request should be directed to
Boise Cascade Corporation, One Jefferson Square, P. O. Box 50,
Boise, Idaho 83728-0001, Attention: Investor Relations
Department, (208) 384-6390.
------------
No person has been authorized to give any information or to
make any representations other than those contained in this
Prospectus, and, if given or made, such information or
representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell
or the solicitation of an offer to buy any securities other than
the securities to which it relates or any offer to sell or the
solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since
the date hereof or that the information contained herein is
correct as of any time subsequent to its date.
THE COMPANY
Boise Cascade Corporation is an integrated forest products
company headquartered in Boise, Idaho, with operations located
primarily in the United States and Canada. The Company
manufactures and distributes paper and paper products, office
products, and building products and owns and manages timberland
to support these operations.
The Company maintains its corporate headquarters at One
Jefferson Square, P.O. Box 50, Boise, Idaho 83728-0001. Its
telephone number is (208) 384-6161. The terms "Boise Cascade" and
"Company" refer, unless the context otherwise requires, to Boise
Cascade Corporation and its consolidated subsidiaries.
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement,
the net proceeds from the sale of the Debt Securities will be
added to the Company's general funds and will be used to reduce
or repay the Company's indebtedness and for other corporate
purposes. The Company anticipates that it may incur from time to
time additional indebtedness for working capital, capital
investment, and other general corporate purposes.
<PAGE>
SELECTED FINANCIAL INFORMATION
The following selected financial information of the
Company, with respect to the years 1989 through 1993, has been
derived from the audited consolidated financial statements and
other information contained in the Form 10-K; with respect to
those years, this information should be read in conjunction with
the consolidated financial statements and related notes contained
in the Form 10-K. The selected financial information, with respect
to the three-month periods ended March 31, 1993, and 1994, has
been derived from the unaudited condensed consolidated financial
information contained in Form 10-Q. This information should also
be read in conjunction with the Company's quarterly reports on
Form 10-Q incorporated by reference into this Prospectus.
<PAGE>
<TABLE>
<CAPTION>
Three Months
Ended
Year Ended December 31 March 31
(audited) (unaudited)
1989 1990 1991 1992 1993 1993 1994
(dollar amounts, except per-share, expressed in millions)
<S> <C> <C> <C> <C> <C> <C> <C>
Sales $4,338 $4,186 $3,950 $3,716 $3,958 $ 984 $1,014
Income (loss) before
income taxes $ 437 $ 121 $ (128) $ (253) $ (125) $ (20) $ (63)
Income (loss) before
accounting change $ 268 $ 75 $ (79) $ (154) $ (77) $ (12) $ (38)
Effect of accounting
change, net of tax (1) - - - (73) - - -
Net income (loss) $ 268 $ 75 $ (79) $ (227) $ (77) $ (12) $ (38)
Net income (loss) per
common share
Primary
Income (loss) before
accounting change $ 6.19 $ 1.62 $(2.46) $(4.79) $(3.17) $ (.56) $(1.35)
Effect of accounting
change, net of tax - - - (1.94) - - -
______ ______ ______ ______ ______ _______ ______
$ 6.19 $ 1.62 $(2.46) $(6.73) $(3.17) $ (.56) $(1.35)
Fully diluted (2)
Income (loss) before
accounting change $ 5.70 $ 1.62 $(2.46) $(4.79) $(3.17) $ (.56) $(1.35)
Effect of accounting
change, net of tax - - - (1.94) - - -
______ ______ ______ ______ ______ _______ ______
$ 5.70 $ 1.62 $(2.46) $(6.73) $(3.17) $ (.56) $(1.35)
Ratio of earnings (losses)
to fixed charges (3) 4.16 1.35 - - - - -
- ------
(1) Includes a one-time noncash charge for the adoption of Financial Accounting Standards
Board requirements to accrue postretirement benefits other than pensions.
(2) Primary and fully diluted amounts are the same in all years except in 1989 because the
computation of fully diluted net income (loss) per common share was antidilutive.
(3) Total fixed charges exceeded total earnings (losses) from operations before fixed
charges by $160,786,000, $281,981,000, and $150,756,000 for the years ended December 31, 1991,
1992, and 1993 and $27,228,000 and $69,391,000 for the three-month periods ended March 31, 1993,
and 1994.
</TABLE>
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby are to be issued under an
Indenture ("Indenture") dated as of October 1, 1985, as amended
as of December 20, 1989, and August 1, 1990, between the Company
and Morgan Guaranty Trust Company of New York, Trustee
("Trustee"), a copy of which is filed as an exhibit to the
Registration Statement. The statements under this caption are
brief summaries of certain provisions of the Indenture; they do
not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all provisions of the
Indenture, including the definitions therein of certain terms.
Whenever particular sections or defined terms of the Indenture
are referred to herein or in a Prospectus Supplement, it is
intended that such sections or defined terms shall be
incorporated by reference. The term "Securities", as used under
this caption, refers to all Securities which may be issued under
the Indenture and includes the Debt Securities.
Debt Securities may be issued from time to time in one or
more series. The particular terms of each series of Debt
Securities will be described in the Prospectus Supplement for
those Debt Securities.
The following sets forth certain general terms and provisions
of the Debt Securities offered hereby.
General
The Indenture does not limit the amount of Securities which
can be issued thereunder. As of the date of this Prospectus,
$1,129,600,000 principal amount of Securities have been issued
and are outstanding under the Indenture. In addition to the Debt
Securities, other Securities may be issued under the Indenture,
if and when authorized by the Company. The Securities will be
unsecured obligations of the Company and will rank on a parity
with all other unsecured unsubordinated indebtedness of the
Company.
The applicable Prospectus Supplement will describe the
following terms of the Offered Securities: (1) the title of the
Offered Securities; (2) any limit upon the aggregate principal
amount of the Offered Securities; (3) the date or dates on which
the principal of the Offered Securities is payable; (4) the rate
or rates at which the Offered Securities shall bear interest, if
any, and the date or dates from which such interest shall accrue;
(5) the dates on which such interest, if any, on the Offered
Securities shall be payable and the regular record dates for such
interest payment dates; (6) the price or prices at which, the
period or periods within which, and the terms and conditions upon
which the Offered Securities may be redeemed, in whole or in
part, at the option of the Company; (7) the obligation, if any,
of the Company to redeem or purchase the Offered Securities
pursuant to any sinking fund or analogous provision or at the
option of the Holder thereof and the price or prices at which,
the period or periods within which, and the terms and conditions
upon which the Offered Securities shall be redeemed or purchased,
in whole or in part, pursuant to such obligation; (8) if other
than the principal amount thereof, the portion of the principal
amount of the Offered Securities which shall be payable upon
declaration of acceleration of the Maturity thereof; (9) if the
provisions relating to Satisfaction, Discharge, and Defeasance
Prior to Maturity or Redemption are not applicable to the offered
Securities; (10) if other than United States Dollars, the
currency or currencies, which may be a composite currency such as
the European Currency Unit, of payment of principal of and any
premium and interest on the Offered Securities; (11) the manner
in which the amount of payments of principal of and any premium
and interest on the Offered Securities is to be determined if
such determination is to be made with reference to an index; and
(12) any other terms of the Offered Securities.
Securities may be issued as Original Issue Discount
Securities to be sold at a substantial discount below their
stated principal amount. Special United States Federal income tax
consequences and other considerations applicable to Securities
issued at an original issue discount, including Original Issue
Discount Securities, and special United States Federal income tax
considerations and other considerations applicable to any Offered
Securities which are denominated in a currency or currency unit
other than United States dollars will be described in the
Prospectus Supplement relating thereto. (Section 301)
Book-Entry System
The Offered Securities will be issued in the form of one or
more fully registered global securities which will be deposited
with, or on behalf of, The Depository Trust Company, New York,
New York (the "Depositary") and registered in the name of the
Depositary's nominee. Except as set forth below, the Global
Securities may be transferred, in whole and not in part, only to
the Depositary or another nominee of the Depositary.
The Depositary has advised the Company and the Underwriters
as follows: The Depositary is a limited-purpose trust company
organized under the laws of the State of New York, a member of
the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of
the Securities Exchange Act of 1934, as amended. The Depositary
was created to hold securities of institutions that have accounts
with the Depositary or its nominee ("participants") and to
facilitate the clearance and settlement of securities
transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants,
thereby eliminating the need for physical movement of securities
certificates. The Depositary's participants include securities
brokers and dealers (including the Underwriters), banks, trust
companies, clearing corporations and certain other organizations,
some of whom (and/or their representatives) own the Depositary.
Access to the Depositary's book-entry system is also available to
others such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a
participant, either directly or indirectly. The Depositary agrees
with and represents to its participants that it will administer
its book-entry system in accordance with its rules and bylaws and
requirements of law.
Upon the issuance of the Global Securities, the Depositary
will credit, on its book-entry registration and transfer system,
the respective principal amounts of the Offered Securities
represented by such Global Securities to the accounts of
participants. The accounts to be credited shall be designated by
the Underwriters. Ownership of beneficial interests in the Global
Securities will be limited to participants or persons that may
hold interests through participants. Ownership of interests in
the Global Securities will be shown on, and the transfer of those
ownership interests will be effected only through, records
maintained by the Depositary (with respect to participants'
interests) and such participants (with respect to the owners of
beneficial interests in the Global Securities). The laws of some
jurisdictions may require that certain purchasers of securities
take physical delivery of such securities in definitive form.
Such limits and laws may impair the ability to transfer
beneficial interests in the Global Securities.
So long as the Depositary, or its nominee, is the registered
holder and owner of the Global Securities, the Depositary or such
nominee, as the case may be, will be considered the sole owner
and holder of the related Offered Securities for all purposes of
such Offered Securities and for all purposes under the Indenture.
Except as set forth below, owners of beneficial interests in the
Global Securities will not be entitled to have the Offered
Securities represented by such Global Securities registered in
their names, will not receive or be entitled to receive physical
delivery of certificated Offered Securities in definitive form
and will not be considered to be the owners or holders of any
Offered Securities under the Indenture or the Global Securities.
Accordingly, each person owning a beneficial interest in the
Global Securities must rely on the procedures of the Depositary
and, if such person is not a participant, on the procedures of
the participant through which such person owns its interests, to
exercise any rights of a holder of Offered Securities under the
Indenture or the Global Securities. The Indenture provides that
the Depositary may grant proxies and otherwise authorize
participants to take any action which the Depositary, as the
holder of the Global Securities, is entitled to take under the
Indenture or the Global Securities. The Company understands that
under existing industry practice, in the event the Company
requests any action of holders of Offered Securities or an owner
of a beneficial interest in the Global Securities desires to take
any action that the Depositary, as the holder of the Global
Securities, is entitled to take, the Depositary would authorize
the participants to take such action, and that the participants
would authorize beneficial owners owning through such
participants to take such action or would otherwise act upon the
instructions of beneficial owners owning through them.
Payment of principal of and interest on Offered Securities
represented by the Global Securities registered in the name of or
held by the Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered
owner and holder of the Global Securities.
The Company expects that the Depositary, upon receipt of any
payment of principal or interest in respect of the Global
Securities, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial
interests in the principal amount of the Global Securities as
shown on the records of the Depositary. The Company also expects
that payments by participants to owners of beneficial interests
in the Global Securities held through such participants will be
governed by standing instructions and customary practices, as is
now the case with securities held for the accounts of customers
in bearer form or registered in "street name," and will be the
responsibility of such participants. Neither the Company nor the
Trustee will have any responsibility or liability for any aspect
of the records relating to, or payments made on account of,
beneficial ownership interests in the Global Securities for any
Offered Securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests or
for any other aspect of the relationship between the Depositary
and its participants or the relationship between such
participants and the owners of beneficial interests in the Global
Securities owning through such participants.
Unless and until they are exchanged in whole or in part for
certificated Offered Securities in definitive form, the Global
Securities may not be transferred except as a whole by the
Depositary to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such
Depositary.
The Offered Securities represented by the Global Securities
are exchangeable for certificated Offered Securities in
definitive form of like tenor as such Offered Securities in
denominations of $1,000 and in any greater amount that is an
integral multiple thereof if (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary
for the Global Securities or if at any time the Depositary ceases
to be a clearing agency registered under the Securities Exchange
Act of 1934, as amended, (ii) the Company in its discretion at
any time determines not to have all of the Offered Securities
represented by the Global Securities and notifies the Trustee
thereof, or (iii) an Event of Default has occurred and is
continuing with respect to the Offered Securities. Any Offered
Securities that are exchangeable pursuant to the preceding
sentence are exchangeable for certificated Offered Securities
issuable in authorized denominations and registered in such names
as the Depositary shall direct. Subject to the foregoing, the
Global Securities are not exchangeable, except for a Global
Security or Global Securities of the same aggregate denominations
to be registered in the name of the Depositary or its nominee.
Certain Covenants of the Company
Certain Definitions Applicable to Covenants
"Attributable Debt" is defined to mean the total net amount
of rent required to be paid during the remaining primary term of
any particular lease under which any person is at the time
liable, discounted at the rate per annum equal to the weighted
average interest rate borne by the Securities. (Section 101)
"Consolidated Net Tangible Assets" is defined to mean the
aggregate amount of assets (less applicable reserves and other
properly deductible items) after deducting (1) all liabilities,
other than deferred income taxes, Funded Debt, and shareholders'
equity and (2) all goodwill, trade names, trademarks, patents,
organization expenses, and other like intangibles of the Company
and its consolidated subsidiaries. (Section 101)
"Funded Debt" is defined as (1) all indebtedness for money
borrowed having a maturity of more than 12 months from the date
as of which the determination is made or having a maturity of 12
months or less but by its terms being renewable or extendable
beyond 12 months from such date at the option of the borrower and
(2) rental obligations payable more than 12 months from such date
under leases which are capitalized in accordance with generally
accepted accounting principles. (Section 101)
"Principal Property" is defined to mean (1) any mill,
converting plant, manufacturing plant, or other facility owned by
the Company or any Restricted Subsidiary of the Company which is
located within the present 50 states of the United States and the
gross book value of which (without deduction of any depreciation
reserves) on the date as of which the determination is being made
exceeds 3% of Consolidated Net Tangible Assets and (2)
Timberlands, in each case other than properties or any portion of
a particular property which in the opinion of the Board of
Directors is not of material importance to the Company's business
or other than minerals or mineral rights. (Section 101)
"Restricted Subsidiary" is defined to mean a Subsidiary of
the Company substantially all the property of which is located,
or substantially all of the business of which is carried on,
within the present 50 states of the United States and which owns
a Principal Property, excluding however a Subsidiary of the
Company which is primarily engaged in the development and sale or
financing of real property. (Section 101)
"Subsidiary" of the Company is defined to mean a corporation
more than 50% of the voting stock of which is, directly or
indirectly, owned by the Company, one or more Subsidiaries of the
Company, or the Company and one or more Subsidiaries.
(Section 101)
Restrictions on Secured Debt
Neither the Company nor any Restricted Subsidiary shall
incur, issue, assume, or guarantee any loans, whether or not
evidenced by any evidence of indebtedness for money borrowed
("Debt") secured by a mortgage, pledge, or lien ("Mortgage") on
any Principal Property of the Company or any Restricted
Subsidiary, or on any share of stock or Debt of any Restricted
Subsidiary, unless the Company secures or causes such Restricted
Subsidiary to secure the Securities equally and ratably with (or,
at the Company's option, prior to) such secured Debt, unless the
aggregate amount of all such secured Debt, together with all
Attributable Debt of the Company and its Restricted Subsidiaries
with respect to sale and leaseback transactions involving
Principal Properties (with the exception of such transactions
which are excluded as described in "Restrictions on Sales and
Leasebacks" below), would not exceed 10% of Consolidated Net
Tangible Assets. The above restriction does not apply to, and
there will be excluded from secured Debt in any computation under
such restriction, Debt secured by (1) Mortgages on property of,
or on any shares of stock of or Debt of, any corporation existing
at the time such corporation becomes a Restricted Subsidiary; (2)
Mortgages in favor of the Company or a Restricted Subsidiary; (3)
Mortgages in favor of governmental bodies to secure progress or
advance payments; (4) Mortgages on property, shares of Capital
Stock or Debt existing at the time of acquisition thereof
(including acquisition through merger or consolidation), and
purchase money and construction Mortgages which are entered into
within specified time limits; (5) Mortgages securing industrial
revenue or pollution control bonds; (6) Mortgages on Timberlands
or in connection with arrangements under which the Company or any
Restricted Subsidiary is obligated to cut or pay for timber; or
(7) any extension, renewal, or refunding of any Mortgage referred
to in the foregoing clauses (1) through (6) inclusive.
(Section 1004)
Restrictions on Sales and Leasebacks
Neither the Company nor any Restricted Subsidiary may enter
into any sale and leaseback transaction involving any Principal
Property, unless the aggregate amount of all Attributable Debt of
the Company and its Restricted Subsidiaries with respect to such
transaction plus all secured Debt (with the exception of secured
Debt which is excluded as described in "Restrictions on Secured
Debt" above) would not exceed 10% of Consolidated Net Tangible
Assets.
This restriction does not apply to, and there shall be
excluded from Attributable Debt in any computation under such
restriction, any sale and leaseback transaction if (1) the lease
is for a period, including renewal rights, not in excess of three
years; (2) the sale or transfer of the Principal Property is made
within a specified period after its acquisition or construction;
(3) the lease secures or relates to industrial revenue or
pollution control bonds; (4) the transaction is between the
Company and a Restricted Subsidiary or between Restricted
Subsidiaries; or (5) the Company or such Restricted Subsidiary,
within 180 days after the sale is completed, applies to the
retirement of Funded Debt of the Company or a Restricted
Subsidiary, or to the purchase of other property which will
constitute Principal Property of a value at least equal to the
value of the Principal Property leased, an amount not less than
the greater of (i) the net proceeds of the sale of the Principal
Property leased or (ii) the fair market value of the Principal
Property leased. The amount to be applied to the retirement of
Funded Debt shall be reduced by (x) the principal amount of any
debentures or notes (including the Securities) of the Company or
a Restricted Subsidiary surrendered within 180 days after such
sale to the applicable trustee for retirement and cancellation
and (y) the principal amount of Funded Debt, other than items
referred to in the preceding clause (x), voluntarily retired by
the Company or a Restricted Subsidiary within 180 days after such
sale. (Section 1005)
Modification and Waiver
Modifications and amendments of the Indenture may be made by
the Company and the Trustee, with the consent of the Holders of
not less than 66 2/3% in aggregate principal amount of the
outstanding Securities of each series issued under the Indenture
which are affected by the modification or amendment; provided
however that no such modification or amendment may, without the
consent of the Holder of each Security affected thereby, (1)
change the Stated Maturity of the principal of or any installment
of the principal of or interest, if any, on any such Security;
(2) reduce the principal amount of, the rate of interest, if any,
on or any premium payable upon the redemption of, any such
Security; (3) reduce the principal amount due upon acceleration
of the maturity of an Original Issue Discount Security; (4)
change the place or currency of payment of principal (or premium,
if any) or interest, if any, on any such Security; (5) impair the
right to institute suit for the enforcement of any such payment
on or after the Stated Maturity or Redemption Date of such
Security; (6) reduce the above-stated percentage in principal
amount of Securities of any series the consent of whose Holders
is necessary to modify or amend the Indenture; or (7) modify the
foregoing requirements or reduce the percentage of Outstanding
Securities necessary to waive compliance with certain provisions
of the Indenture or for waiver of certain defaults and their
consequences. (Section 902)
The Holders of a majority in aggregate principal amount of
the Outstanding Securities of any series may waive, insofar as
that series is concerned, compliance by the Company with certain
restrictive provisions of the Indenture. (Section 1008)
Satisfaction, Discharge, and Defeasance Prior to Maturity or
Redemption
Defeasance of any Series
If the Company shall deposit with the Trustee, in trust, at
or before maturity or redemption of the Outstanding Securities of
any series, lawful money or direct obligations of the United
States of America or obligations the principal of and interest on
which are guaranteed by the United States of America in such
amounts and maturing at such times that the proceeds of such
obligations to be received upon the respective maturities and
interest payment dates of such obligations will provide funds
sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay when due the principal of
(and premium, if any) and each installment of principal of (and
premium, if any) and interest on any series of Outstanding
Securities at the Stated Maturity of such principal or
installment of principal or interest, as the case may be, then
the Company may omit to comply with certain of the terms of the
Indenture with respect to that series of Securities, including
the restrictive covenants described above, and the Events of
Default described in clauses (3) and (4) under "Events of
Default" below shall not apply. Defeasance of Securities of any
series is subject to the satisfaction of certain conditions,
including among others (1) the absence of an Event of Default or
event which with notice or lapse of time would become an Event of
Default at the date of the deposit, (2) the perfection of the
Holders' interest in such deposit, and (3) that such deposit will
not result in a breach of, or constitute a default under, any
instrument by which the Company is bound. (Section 402)
Satisfaction and Discharge of any Series
Upon the deposit of money or securities as contemplated in
the preceding paragraph and the satisfaction of certain other
conditions, the Company may also omit to comply with its
obligation duly and punctually to pay the principal of (and
premium, if any) and interest on a particular series of
Securities, and any Events of Default with respect thereto shall
not apply, and thereafter, the Holders of Securities of such
series shall be entitled only to payment out of the money or
securities deposited with the Trustee. Such conditions include
among others (1) except in certain limited circumstances
involving a deposit made within one year of maturity or
redemption, (i) the absence of an Event of Default or event
which, with notice or lapse of time, would become an Event of
Default at the date of deposit or on the 91st day thereafter and
(ii) the delivery to the Trustee by the Company of an Opinion of
Counsel of a nationally recognized tax counsel to the effect that
Holders of the Securities of such series will not recognize
income, gain, or loss for Federal income tax purposes as a result
of such deposit and the satisfaction, discharge, and defeasance
and will be subject to Federal income tax in the same amounts and
in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred and (2) the
receipt by the Company of an Opinion of Counsel to the effect
that such satisfaction and discharge will not result in a
violation of the rules of any nationally recognized securities
exchange on which Securities of that series are listed.
(Section 401)
Federal Income Tax Consequences
Under current Federal income tax law, the deposit and
defeasance described above under "Defeasance of any Series" will
not result in a taxable event to any Holder of Securities or
otherwise affect the Federal income tax consequences of an
investment in Securities of any series.
The Federal income tax treatment of the deposit and
defeasance described above under "Satisfaction and Discharge of
any Series" is not clear. A deposit and defeasance is likely to
be treated as a taxable exchange of such Securities for
beneficial interests in the trust consisting of the deposited
money or securities. In that event, a Holder of Securities would
be required to recognize gain or loss equal to the difference
between the Holder's adjusted basis for the Securities and the
fair market value of the Holder's beneficial interest in such
trust. Thereafter, such Holder would be required to include in
income a share of the income, gain, and loss of the trust. As
described above, except in certain limited circumstances
involving a deposit made within one year of maturity or
redemption, it is a condition to such a deposit and defeasance
that the Company obtain an opinion of tax counsel to the effect
that such deposit and defeasance will not alter the Holders' tax
consequences that would have been applicable in the absence of
the deposit and defeasance. Purchasers of the Debt Securities
should consult their own advisers with respect to the tax
consequences to them of such deposit and defeasance, including
the applicability and effect of tax laws other than Federal
income tax law.
Events of Default
The Indenture defines an "Event of Default", wherever used
therein with respect to any series of Securities, as one or more
of the following events: (1) default in the payment of any
interest on any Security of that series for 30 days after
becoming due; (2) default in the payment of principal of or any
premium on any Security of that series when due; (3) default in
the performance, or breach, of any other covenant or warranty of
the Company in the Indenture for 90 days after notice; (4)
involuntary acceleration of the maturity of indebtedness in
excess of $5,000,000 for money borrowed by the Company or any of
its Restricted Subsidiaries, which acceleration shall not be
rescinded or annulled or which indebtedness shall not be
discharged, within 10 days after notice; (5) entry of certain
court orders which would require the Company or any Restricted
Subsidiary to make payments exceeding $1,000,000 and where 60
days have passed since the entry of the order without its having
been satisfied or stayed; (6) certain events of bankruptcy,
insolvency, or reorganization; and (7) any other Event of Default
provided with respect to Securities of that series issued under
the Indenture. If any Event of Default described in clauses (1),
(2), or (7) shall occur and be continuing, then either the
Trustee or the Holders of at least 25% (or if the Securities of
the series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that
series) in principal amount of the Outstanding Securities of that
series may accelerate the Maturity of the Securities of that
series. If an Event of Default described in clauses (3), (4),
(5), or (6) above shall occur and be continuing, then either the
Trustee or the Holders of at least 25% (or, if any of the
Outstanding Securities are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the
terms of that series) in principal amount of the Outstanding
Securities may accelerate the Maturity of all Outstanding
Securities. See "General". (Sections 501 and 502)
The Indenture provides that the Trustee, within 90 days after
the occurrence of a default with respect to any series of
Securities, shall give to the Holders of Securities of that
series notice of all uncured defaults known to it (the term
default to mean the events specified above without grace
periods); provided however that, except in the case of default in
the payment of principal of (or premium, if any) or interest, if
any, on any Security of such series, the Trustee shall be
protected in withholding such notice if it in good faith
determines that the withholding of such notice is in the interest
of the Holders of Securities of such series. (Section 602)
The Company is required to furnish to the Trustee annually a
statement by certain officers of the Company to the effect that
to the best of their knowledge the Company is not in default in
the fulfillment of any of its obligations under the Indenture or,
if there has been a default in the fulfillment of any such
obligation, specifying each such default. (Section 1006)
The Holders of a majority in principal amount of the
Outstanding Securities of any series affected will have the
right, subject to certain limitations, to direct the time,
method, and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Securities of such
series and to waive certain defaults. (Sections 512 and 513)
The Indenture provides that in case an Event of Default shall
occur and be continuing, the Trustee shall exercise such of its
rights and powers under the Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs.
(Section 601)
Subject to certain provisions, the Trustee will be under no
obligation to exercise any of its rights or powers under the
Indenture at the request of any of the Holders of Securities
unless they shall have offered to the Trustee reasonable security
or indemnity against the costs, expenses, and liabilities which
might be incurred by it in compliance with such request.
(Section 603)
Merger or Consolidation
The Indenture provides that no consolidation or merger of the
Company with or into any other corporation and no conveyance or
transfer of its property substantially as an entirety to another
corporation may be made (1) unless (i) the surviving corporation
or acquiring Person shall be a corporation organized and existing
under the laws of the United States of America, any state
thereof, or the District of Columbia and shall expressly assume
the payment of principal and any premium and interest on the
Securities and the performance of covenants in the Indenture;
(ii) immediately after giving effect to such transaction, no
Event of Default, and no event which after notice or lapse of
time, or both, would become an Event of Default, shall have
happened and be continuing; and (iii) the Company has delivered
the required Officers' Certificate and Opinion of Counsel to the
Trustee; or (2) if, as a result thereof, any Principal Property
of the Company or any Restricted Subsidiary would become subject
to a Mortgage which is not expressly excluded from the
restrictions or permitted by the provisions of Section 1004 (see
"Restrictions on Secured Debt") unless all the Outstanding
Securities are secured by a lien upon such Principal Property
equal with (or, at the Company's option, prior to) that of the
Debt secured by such Mortgage. (Section 801)
Concerning the Trustee
The Company maintains a deposit account and conducts other
banking transactions with the Trustee in the normal course of the
Company's business. As of May 31, 1994, the Trustee is the
trustee under indentures pursuant to which the Company's 7.375%
Notes Due 1997, 10.125% Notes Due 1997, 9.625% Notes Due 1998,
9.90% Notes Due 2000, 9.875% Notes Due 2001, 9.85% Notes Due
2002, 9.45% Debentures Due 2009 and $334,600,000 of Medium-Term
Notes, Series A are outstanding.
Governing Law
The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to one or more
underwriters for public offering and sale by them or may sell
Debt Securities to investors directly or through agents. The
Prospectus Supplement will describe the method of distribution of
the Offered Securities.
The Offered Securities may be distributed from time to time
in one or more transactions at a fixed price or prices, which may
be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, or at negotiated
prices. In connection with the sale of Offered Securities,
underwriters or agents may be deemed to have received
compensation from the Company in the form of underwriting
discounts or commissions and may also receive commissions from
purchasers of Offered Securities for whom they may act as agent.
Underwriters or agents may sell Offered Securities to or through
dealers, and such dealers may receive compensation in the form of
discounts, concessions, or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as
agent.
Any underwriting compensation paid by the Company to
underwriters or agents in connection with the offering of Offered
Securities and any discounts, concessions, or commissions allowed
by underwriters to participating dealers will be set forth in the
Prospectus Supplement. Underwriters, dealers, and agents
participating in the distribution of the Offered Securities may
be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the
Offered Securities may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933. Underwriters or
agents and their controlling persons, dealers, and agents may be
entitled, under agreements entered into with the Company, to
indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act of
1933.
If so indicated in the Prospectus Supplement, the Company
will authorize dealers or other persons acting as the Company's
agents to solicit offers by certain institutions to purchase
Offered Securities from the Company pursuant to Delayed Delivery
Contracts ("Contracts") providing for payment and delivery on the
date or dates stated in the Prospectus Supplement. Each Contract
will be for an amount not less than, and the aggregate amount of
Offered Securities sold pursuant to Contracts shall be not less
or more than, the respective amounts stated in the Prospectus
Supplement. Institutions with whom Contracts, when authorized,
may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and
charitable institutions, and other institutions but will in all
cases be subject to the approval of the Company. The obligations
of any purchaser under any Contract will not be subject to any
conditions except (1) the purchase by an institution of the
Offered Securities covered by its Contract shall not at the time
of delivery be prohibited under the laws of any jurisdiction in
the United States to which such institution is subject and (2) if
the Offered Securities are being sold to underwriters, the
Company shall have sold to such underwriters the total principal
amount of the Offered Securities less the principal amount
thereof covered by Contracts. The underwriters will not have any
responsibility in respect of the validity or performance of the
Contracts.
Each issue of Offered Securities will be a new issue of
securities with no established trading market. Any underwriters
to whom Offered Securities are sold by the Company for public
offering and sale may make a market in such Offered Securities,
but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of the trading market
for any Offered Securities.
Certain of the underwriters, and their associates may engage
in transactions with and perform services for the Company in the
ordinary course of business.
LEGAL OPINIONS
The validity of the Offered Securities will be passed upon
for the Company by John W. Holleran, Vice President and General
Counsel of the Company, and for the underwriters or agents, if
any, by Sullivan & Cromwell, New York, New York. As of April 30,
1994, Mr. Holleran was the beneficial owner of 915 shares of the
Company's common stock and 477 shares of the Company's
Convertible Preferred Stock, Series D, in the Employee Stock
Option Plan. Mr. Holleran holds options to purchase shares of the
Company's common stock under a Company stock option plan.
EXPERTS
The audited financial statements and schedules included or
incorporated by reference in the Form 10-K, which has been
incorporated herein by reference, have been audited by Arthur
Andersen & Co., independent public accountants, as indicated in
their reports dated January 26, 1994, with respect thereto, and
are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in
giving said reports.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Registrant estimates that expenses in connection with the
offering described in this registration statement will be as
follows:
Commission filing fee $137,932
Accounting fees and expenses 10,000
Legal fees and expenses 4,000
Rating agencies' fees 103,250
Trustee's fees and expenses 13,500
Printing and engraving 85,000
Blue Sky expenses (including legal fees) 21,500
Miscellaneous 4,818
________
Total $380,000
========
All expenses other than the Commission filing fee are
estimates.
Item 15. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware
authorizes the registrant to indemnify its directors and officers
under specified circumstances. The Restated Certificate of
Incorporation and bylaws of the registrant provide that the
registrant shall indemnify, to the extent permitted by Delaware
law, its directors, officers, and employees against liabilities
(including expenses, judgments, and settlements) incurred by them
in connection with any actual or threatened action, suit, or
proceeding to which they are or may become parties and which
arises out of their status as directors, officers, or employees.
The registrant has entered into an agreement with each of its
directors which requires the registrant to indemnify the director
to the extent permitted by Delaware Law.
The directors and officers of the registrant are insured,
under policies of insurance maintained by registrant, within the
limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of actions,
suits, or proceedings and certain liabilities which might be
imposed as a result of such actions, suits, or proceedings, to
which they are parties by reason of being or having been such
directors or officers.
Item 16. List of Exhibits
1. Form of underwriting agreement (including form of terms
agreement and form of delayed delivery contract)
4.1 Indenture between the Company and Morgan Guaranty Trust
Company of New York dated October 1, 1985 (incorporated by
reference to Exhibit 4 in the Company's Registration
Statement on Form S-3, Registration No. 33-5673, filed
May 13, 1986)
4.2 First Supplemental Indenture dated December 20, 1989
(incorporated by reference to Exhibit 4.2 in the Company's
Pre-Effective Amendment No. 1 on Form S-3, Registration
No. 33-32584, filed December 20, 1989)
4.3 Second Supplemental Indenture dated August 1, 1990
(incorporated by reference to Exhibit 4.1 in the Company's
Form 8-K filed on August 10, 1990)
5. Opinion of John W. Holleran
12. Statements re computation of ratios (incorporated by
reference to Exhibit 12 in the Company's Form 10-Q filed on
May 11, 1994)
23.1 Consent of Arthur Andersen & Co. (included in Part II of the
Registration Statement)
23.2 Consent of John W. Holleran (included in Exhibit 5)
24. Power of Attorney (included on the signature page of the
Registration Statement)
25. Form T-1 Statement of Eligibility and Qualification Under
the Trust Indenture Act of 1939 of Morgan Guaranty Trust
Company of New York
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
Provided, however, That paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the registrant pursuant to the
provisions described in the Prospectus or any Prospectus
Supplement or under Item 15 above or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints
John B. Fery and John W. Holleran, and each of them severally,
acting alone and without the other, his true and lawful
attorney-in-fact with authority to execute in the name of each
such person and to file with the Securities and Exchange
Commission, together with any exhibits thereto and other
documents therewith, any and all amendments (including
post-effective amendments) to this registration statement
necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange
Commission in respect thereof, which amendments may make such
other changes in the registration statement as the aforesaid
attorney-in-fact executing the same deems appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Boise, State of Idaho, on July 11, 1994.
Boise Cascade Corporation
By /s/ John B. Fery
John B. Fery
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on July 11, 1994.
Signatures Title
Principal Executive Officer:
/s/ John B. Fery Chairman of the Board and
John B. Fery Chief Executive Officer
Principal Financial Officer:
/s/ Theodore Crumley Senior Vice President and
Theodore Crumley Chief Financial Officer
Principal Accounting Officer:
/s/ Thomas Carlile Vice President and
Thomas Carlile Controller
<PAGE>
Signatures Title
A Majority of the Directors:
/s/ John B. Fery Director
John B. Fery
/s/ Anne L. Armstrong Director
Anne L. Armstrong
/s/ Robert E. Coleman Director
Robert E. Coleman
/s/ George J. Harad Director
George J. Harad
/s/ Robert K. Jaedicke Director
Robert K. Jaedicke
/s/ James A. McClure Director
James A. McClure
/s/ Paul J. Phoenix Director
Paul J. Phoenix
/s/ A. William Reynolds Director
A. William Reynolds
/s/ Frank A. Shrontz Director
Frank A. Shrontz
/s/ Edson W. Spencer Director
Edson W. Spencer
/s/ Robert H. Waterman, Jr. Director
Robert H. Waterman, Jr.
/s/ Ward W. Woods, Jr. Director
Ward W. Woods, Jr.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 26, 1994, included or incorporated by
reference in Boise Cascade Corporation's Form 10-K for the year
ended December 31, 1993, and to all references to our Firm
included in this registration statement.
Boise, Idaho
July 11, 1994
Arthur Andersen & Co.
<PAGE>
BOISE CASCADE CORPORATION
EXHIBIT INDEX
Filed with Form S-3
Exhibit Page (1)
1. Form of underwriting agreement (including form of
terms agreement and form of delayed delivery
contract)
4.1(2) Indenture dated as of October 1, 1985, between the
Company and Morgan Guaranty Trust Company of New
York(2)
4.2(3) First Supplemental Indenture dated December 20,
1989
4.3(4) Second Supplemental Indenture dated August 1, 1990
5. Opinion of John W. Holleran
12. Statements re computation or ratios
23.1 Consent of Arthur Andersen & Co. (see page II-5)
23.2 Consent of John W. Holleran (included in Exhibit 5)
24. Power of Attorney (see page II-3)
25. Form T-1 Statement of Eligibility and Qualification
Under the Trust Indenture Act of 1939 of Morgan
Guaranty Trust Company of New York
_________________________________________________________________
(1) This information appears only in the manually
signed original of the registration statement.
(2) The Indenture was filed under Exhibit 4 in the
Company's Registration Statement on Form S-3,
Registration No. 33-5673, filed May 13, 1986, and
is incorporated herein by this reference.
(3) The First Supplemental Indenture was filed under
Exhibit 4.2 in the Company's Pre-Effective
Amendment No. 1 to Form S-3, Registration
No. 33-32584, filed December 20, 1989, and is
incorporated herein by this reference.
(4) The Second Supplemental Indenture was filed under
Exhibit 4.1 in the Company's Form 8-K filed
August 10, 1990 (File No. 1-5057), and is
incorporated herein by this reference.
JP40516D.V2
BOISE CASCADE CORPORATION
Debt Securities
UNDERWRITING AGREEMENT
1. Introductory. Boise Cascade Corporation, a Delaware
corporation (the "Company"), proposes to issue and sell from time
to time certain of its debt securities registered under the
registration statement referred to in Section 3 ("Registered
Securities"). The Registered Securities will be issued under an
indenture, dated as of October 1, 1985 as amended as of
December 20, 1989, and August 1, 1990, ("Indenture"), between the
Company and Morgan Guaranty Trust Company of New York, as
trustee, in one or more series, which series may vary as to
interest rates, maturities, redemption provisions, selling prices
and other terms, with all such terms for any particular series of
the Registered Securities being determined at the time of sale.
Particular series of the Registered Securities will be sold
pursuant to a Terms Agreement referred to in Section 3, for
resale in accordance with terms of offering determined at the
time of sale.
The Registered Securities involved in any such offering
are hereinafter referred to as the "Securities". The firm or
firms which agree to purchase the Securities are hereinafter
referred to as the "Underwriters" of such Securities, and the
representative or representatives of the Underwriters, if any,
specified in a Terms Agreement referred to in Section 3 are
hereinafter referred to as the "Representatives"; provided,
however, that if the Terms Agreement does not specify any
representative of the Underwriters, the term "Representatives",
as used in this Agreement (other than in Sections 2(b), 8 and 14
and the second sentence of Section 3), shall mean the
Underwriters.
2. Representations, Warranties and Agreements of the
Company. The Company represents and warrants to, and agrees
with, each of the Underwriters that:
(a) A registration statement (No. 33- ) relating
to a portion of the Registered Securities and a registration
statement (No. 33- ) relating to the remainder of the
Registered Securities, including a prospectus which, as
supplemented from time to time, shall be used in connection
with all sales of the Securities, have been filed with the
Securities and Exchange Commission ("Commission") and have
become effective. The registration statement or statements
relating to the Securities in any offering hereunder
(including the documents incorporated by reference therein),
as amended at the time of any Terms Agreement referred to in
Section 3, are hereinafter collectively referred to as the
"Registration Statement", and the prospectus (including the
documents incorporated by reference therein) included in
such Registration Statement, as supplemented as contemplated
by Section 3 to reflect, among other things, the terms of
the Securities and the terms of the offering thereof, is
hereinafter referred to as the "Prospectus". Any reference
to the Registration Statement or Prospectus as amended or
supplemented shall be deemed to include any documents filed
after the effective date of the registration statement
relating to the Registered Securities under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and
so incorporated by reference in such registration statement
or the prospectus included therein.
(b) When each part of each registration statement
relating to the Registered Securities became effective, such
part and the prospectus included therein contained all
statements which were required to be stated therein in
accordance with the Securities Act of 1933 ("Act"), the
Trust Indenture Act of 1939 ("Trust Indenture Act") and the
rules and regulations of the Commission thereunder ("Rules
and Regulations") and in all respects conformed to the
requirements of the Act, the Trust Indenture Act and the
Rules and Regulations, and did not include any untrue
statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading; and on the date of each
Terms Agreement referred to in Section 3, the Registration
Statement and the Prospectus, and at any and all times
subsequent thereto up to and including the Closing Date for
the Securities to which such Terms Agreement relates, the
Registration Statement and the Prospectus as then amended or
supplemented, will contain all statements which are required
to be stated therein in accordance with the Act, the Trust
Indenture Act and the Rules and Regulations and in all
respects will conform to the requirements of the Act, the
Trust Indenture Act and the Rules and Regulations, and will
not include any untrue statement of a material fact or omit
to state any material fact required to be stated therein or
necessary to make the statements therein not misleading;
except that the foregoing does not apply to statements in or
omissions from any such documents that are based upon
written information furnished to the Company by any
Underwriter through the Representatives, if any,
specifically for use therein.
(c) Each document or portion thereof incorporated by
reference in the prospectus included in the registration
statement relating to the Registered Securities at the
effective date of each registration statement conformed,
when filed with the Commission, in all respects to the
requirements of the Exchange Act, and the rules and
regulations of the Commission thereunder ("Exchange Act
Rules and Regulations"), and each document, if any, filed
after such effective date under the Exchange Act and deemed
to be incorporated by reference in the Prospectus in
accordance with Item 12 of Form S-3 conformed or will
conform, as the case may be, when so filed with the
requirements of the Exchange Act and the Exchange Act Rules
and Regulations.
3. Purchase, Sale and Delivery of Purchased Securities.
The obligation of the Underwriters to purchase the Securities
will be evidenced by an exchange of telegraphic or other written
communications ("Terms Agreement") at the time the Company
determines to sell the Securities. The Terms Agreement shall
incorporate by reference the provisions of this Agreement, except
as otherwise provided therein, and will specify the firm or firms
which will be Underwriters, the names of any Representatives, the
principal amount of Securities to be purchased by each
Underwriter, the purchase price to be paid by the Underwriters
and the terms of the Securities not already specified in the
Indenture, including, but not limited to, interest rate (if any),
maturity, any redemption provisions and any sinking fund
requirements and whether any of the Securities may be sold to
institutional purchasers pursuant to Delayed Delivery Contracts
(as defined below) and, if so, the minimum principal amount of
such Securities that may be sold pursuant to any such Contract
and the maximum aggregate principal amount of Registered
Securities that may be sold pursuant to all of such Contracts.
The Terms Agreement will also specify the time and date of
delivery and payment (such time and date, or such other time as
the Representatives and the Company agree as the time for payment
and delivery, being herein and in the Terms Agreement referred to
as the "Closing Date"), the place of delivery and payment and any
details of the terms of the offering that should be reflected in
the prospectus supplement relating to the offering of Securities.
The Securities to be purchased by each Underwriter pursuant to
the Terms Agreement relating thereto shall be in definitive fully
registered form to the extent practicable, and in such authorized
denominations and registered in such names as the Representatives
may request upon at least forty-eight hours' prior notice to the
Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against
payment by such Underwriter or on its behalf of the purchase
price therefor by certified or official bank check or checks,
payable to the order of the Company in New York Clearing House
(next day) funds. The Company shall make certificates for the
Securities available to the Underwriters for checking and
packaging at least one full business day prior to the Closing
Date at the place specified in such Terms Agreement. The
obligations of the Underwriters under this Agreement and each
Terms Agreement shall be several and not joint.
If the Terms Agreement provides for sales of Securities
pursuant to delayed delivery contracts, the Company authorizes
the Underwriters to solicit offers to purchase Securities from
investors of the types set forth in the Prospectus pursuant to
delayed delivery contracts substantially in the form of Exhibit A
attached hereto ("Delayed Delivery Contracts") but with such
changes therein as the Company may approve. The Underwriters
will endeavor to make such arrangements and, as compensation
therefor, on the Closing Date, the Company will pay to the
Representatives, for the accounts of the Underwriters, the fee
set forth in such Terms Agreement in respect of the principal
amount of Securities sold pursuant to Delayed Delivery Contracts
("Contract Securities"). The Company will enter into a Delayed
Delivery Contract in all cases where a sale of Contract
Securities arranged by the Underwriters has been approved by the
Company, but, except as the Company may otherwise agree, such
Delayed Delivery Contract must be for at least the minimum
principal amount of Contract Securities set forth in such Terms
Agreement or attachment thereto, and the aggregate principal
amount of Contract Securities may not exceed the maximum amount
set forth in such Terms Agreement or attachment thereto. The
Company will advise the Representatives no later than 10:00 A.M.,
New York City time, on the third business day preceding any
Closing Date (or at such later time as the Representatives may
otherwise agree) of any sales of Contract Securities that have
been so approved. The Underwriters will not have any
responsibility in respect of the validity or performance of
Delayed Delivery Contracts.
If the Company executes and delivers Delayed Delivery
Contracts, the Contract Securities will be deducted from the
Securities to be purchased by the several Underwriters and the
aggregate principal amount of Securities to be purchased by each
Underwriter will be reduced pro rata in proportion to the
principal amount of Securities set forth opposite each
Underwriter's name in such Terms Agreement or attachment thereto,
except to the extent that the Representatives determine that such
reduction shall be otherwise than pro rata and so advise the
Company; provided, however, that the principal amount of
Securities to be purchased by all Underwriters shall be the total
principal amount of Securities less the aggregate amount of
Contract Securities.
It is understood that any Representative, acting
individually and not in a representative capacity, may (but shall
not be obligated to) make payment to the Company on behalf of any
other Underwriter for Securities to be purchased by such
Underwriter. Any such payment by such Representative shall not
relieve any such Underwriter of any of its obligations hereunder.
4. Offering by Underwriters. It is understood that after
the execution of a Terms Agreement relating to any Securities,
the Underwriters propose to offer such Securities for sale upon
the terms and conditions set forth in the Prospectus.
5. Covenants of the Company. In connection with any
offering of Securities, the Company covenants and agrees with the
several Underwriters that:
(a) The Company will make no further amendment or any
supplement to the Registration Statement or Prospectus,
after the date of the Terms Agreement relating to such
Securities and prior to the Closing Date for such
Securities, which shall be reasonably disapproved by the
Representatives for such Securities promptly after
reasonable notice; will advise the Representatives promptly
of any such amendment or supplement after such Closing Date
and furnish the Representatives with copies thereof; will
file promptly all reports and any definitive proxy or
information statements required to be filed by the Company
with the Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act for so long as the delivery of a prospectus
is required in connection with the offering or sale of such
Securities; will advise the Representatives, promptly after
it receives notice thereof, of the time when any amendment
to the Registration Statement has become effective or any
supplement to the Prospectus or any amended Prospectus has
been filed, of the issuance by the Commission of any stop
order or of any order preventing or suspending the use of
the Prospectus, any supplement to the Prospectus or any
amended Prospectus and of the initiation of any proceeding
for any such purpose; and in the event of the issuance of
any stop order or of any order preventing or suspending the
use of the Prospectus or any such supplement to the
Prospectus or amended Prospectus, will use promptly its best
efforts to obtain its withdrawal.
(b) If at any time when a prospectus relating to such
Securities is required to be delivered under the Act, any
event occurs as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of
a material fact, or omit to state any material fact
necessary to make the statements therein, in the light of
the circumstances under which they were made, not
misleading, or if it is necessary at any time to amend the
Prospectus to comply with the Act or the Trust Indenture
Act, the Company promptly will (i) prepare and file with the
Commission an amendment or supplement which will correct
such Statement or omission or an amendment which will effect
such compliance, or (ii) prepare and file with the
Commission documents deemed to be incorporated by reference
in the Prospectus as then amended or supplemented which will
correct such statement or omission or effect such
compliance.
(c) As soon as practicable, but not later than
16 months, after the date of each Terms Agreement, the
Company will make generally available to its securityholders
an earnings statement covering a period of at least
12 months beginning after the later of (i) the effective
date of the registration statement relating to the
Registered Securities, (ii) the effective date of the most
recent post-effective amendment to the Registration
Statement to become effective prior to the date of such
Terms Agreement and (iii) the date of the Company's most
recent Annual Report on Form 10-K filed with the Commission
prior to the date of such Terms Agreement, which will
satisfy the provisions of Section 11(a) of the Act. It is
understood that compliance by the Company with Rule 158
under the Act will satisfy the Company's obligations
pursuant to this Section 5(c).
(d) The Company will furnish to the Representatives
copies of the Registration Statement, any related
preliminary prospectus (which, including documents
incorporated by reference therein, is hereinafter referred
to as a "Preliminary Prospectus"), any related preliminary
prospectus supplement, the Prospectus, and all amendments
and supplements to such documents, and all documents
incorporated by reference in any of the foregoing documents,
in each case as soon as available and in such quantities as
the Representatives may reasonably request. A copy of each
document prepared or filed by the Company on or prior to the
date of each Terms Agreement shall be furnished to the
Representatives on behalf of the Underwriters prior to their
execution of such Terms Agreement; provided, however, that
if such documents are not available, the Company shall
furnish to such Representatives the information included or
to be included therein, except that in such case the Company
need not furnish such Representatives with information to be
included in the prospectus supplement relating to the
Securities as to the terms of the Securities and their
manner of distribution.
(e) The Company will cooperate with the Underwriters
in qualifying such Securities for offering and sale and in
determining their eligibility for investment under the laws
of such jurisdictions as the Representatives designate and
will continue such qualifications in effect so long as
required for the distribution of such Securities; provided,
however, that the Company shall not be obligated to file any
general consent to service, or to qualify as a foreign
corporation in any state in which it is not now so
qualified.
(f) During a period of five years from the date of any
Terms Agreement relating to such Securities, the Company
will promptly furnish to the Representatives, and upon
request, to each of the other Underwriters, if any, a copy
of its annual report for each fiscal year and current
reports of the Company for each quarterly period, in each
case in the forms and at the times furnished to shareholders
of the Company, and, as soon as available, a copy of each
report of the Company filed with the Commission; and, during
a period of three years from the date of the Terms Agreement
relating to such Securities, the Company will furnish to the
Representatives such other information concerning the
Company as the Representatives may reasonably request.
(g) The Company will use its best efforts to obtain
the listing of such Securities, subject to notice of
issuance, on such national securities exchanges, if any, as
are indicated in the Terms Agreement relating to such
Securities, and the registration thereof under the Exchange
Act, in each case prior to the Closing Date for such
Securities.
(h) The Company will not, without the prior consent of
the Representatives, offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company
having a maturity of more than one year, during the period
beginning from and including the date of execution of the
Terms Agreement with respect to such Securities and
continuing to and including the earlier of (i) the date
30 days after the date of execution of such Terms Agreement
and (ii) the date on which any trading restrictions on the
sale of such Securities are terminated.
6. Expenses. The Company agrees with each Underwriter of
any Securities that the Company will pay or cause to be paid the
following:
(a) The fees, disbursements and expenses of the
Company's counsel and accountants in connection with the
registration of the Registered Securities under the Act and
all other expenses in connection with the preparation,
printing and filing of the Registration Statement, any
Preliminary Prospectus, any preliminary prospectus
supplement, the Prospectus and any amendments and
supplements thereto and the mailing and delivery of copies
thereof to the Underwriters and dealers;
(b) The cost of printing this Agreement and any Terms
Agreement, any agreement among Underwriters, any Delayed
Delivery Contract, any Indenture, any Blue Sky and legal
investment memoranda and any other documents in connection
with the offering, purchase, sale and delivery of the
Securities;
(c) All expenses in connection with the qualification
of the Registered Securities for offering and sale as
provided in Section 5(e) hereof, including the fees and
disbursements of counsel for the Underwriters in connection
with such qualification and in connection with Blue Sky and
legal investment surveys;
(d) Any fees charged by securities rating services for
rating the Securities;
(e) The cost of preparing the Securities;
(f) The fees and expenses of the Trustee and any agent
of the Trustee and the fees and disbursements of counsel for
the Trustee in connection with the Indenture and the
Securities;
(g) Any filing fees payable to the National
Association of Securities Dealers, Inc. with respect to the
Registered Securities;
(h) Out-of-pocket expenses incurred in distributing
any Preliminary Prospectuses or preliminary prospectus
supplements to the Underwriters; and
(i) All other costs and expenses incident to the
performance of its obligations hereunder which are not
otherwise specifically provided for in this Section 6.
It is understood, however, that, except as provided in this
Section 6, the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, transfer taxes on
resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.
7. Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for
any Securities will be subject to the accuracy of the
representations and warranties on the part of the Company herein,
to the accuracy of the statements of the Company officers made in
any certificate furnished pursuant to the provisions hereof, to
the performance by the Company of its obligations hereunder and
to the following additional conditions precedent:
(a) Prior to such Closing Date no stop order
suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose
shall have been instituted, or to the knowledge of the
Company or the Representatives, shall be contemplated by the
Commission.
(b) The Representatives shall not have advised the
Company or been advised by the Company or the Commission
that the Registration Statement or Prospectus or any
amendment or supplement thereto contains an untrue statement
of fact or omits to state a fact which the Representatives
have concluded, after conferring with Sullivan & Cromwell,
counsel for the Underwriters, is in either case material and
in the case of an omission is required to be stated therein
or is necessary to make the statements therein not
misleading.
(c) The Representatives shall have received an opinion
or opinions of the General Counsel or an Associate General
Counsel for the Company, dated such Closing Date, to the
effect set forth in Exhibit B hereto.
(d) The Representatives shall have received from
Sullivan & Cromwell, counsel for the Underwriters, such
opinion or opinions, dated such Closing Date, with respect
to the incorporation of the Company, the validity of the
Securities, the Registration Statement, the Prospectus and
such other related matters as the Representatives may
reasonably require, and the Company shall have furnished to
such counsel such documents as they reasonably request for
the purpose of enabling them to pass upon such matters.
(e) The Representatives shall have received a
certificate of either the Chairman of the Board of
Directors, the President or a Vice President of the Company,
and of either the principal financial or accounting officer
of the Company, dated such Closing Date, to the effect that
the representations and warranties on the part of the
Company herein are true and correct as of such Closing Date
with the same force and effect as if made on that date, and
that the Company has performed all its obligations hereunder
to be performed at or prior to that date, and as to such
other matters as the Representatives may reasonably request.
(f) The Representatives shall have received a signed
letter or letters from Arthur Andersen & Co., dated such
Closing Date, addressed to the Company and to the
Underwriters, with conformed copies for each of the
Underwriters, in form and substance satisfactory to the
Representatives.
(g) The Company shall have furnished to the
Representatives such further information and documents as
the Representatives shall have reasonably requested.
(h) Between the time of execution of such Terms
Agreement and such Closing Date there shall not have
occurred any of the following: (i) a general suspension or
material limitation in trading of securities on the New York
Stock Exchange; (ii) a declaration of a bank moratorium by
authorities of the United States or of the State of New
York; (iii) the general establishment of minimum prices by
the New York Stock Exchange or by the Commission; or
(iv) the outbreak or escalation of major hostilities
involving Armed Forces of the United States or the
declaration by the United States of a national emergency or
war, if, in the good faith judgment of the Representatives,
the effect of any event described in this clause (iv) on the
financial markets is such that it is impracticable or
inadvisable to proceed with completion of the sale of and
payment for the securities.
(i) Between the time of execution of such Terms
Agreement and such Closing Date there shall not have been
any change in the capital stock or short-term or long-term
indebtedness for borrowed money of the Company and its
subsidiaries on a consolidated basis, or any change
(financial or otherwise) in, or any development involving a
prospective change (financial or otherwise) in or affecting,
the financial position, stockholders' equity or results of
operations of the Company and its subsidiaries on a
consolidated basis or the general affairs of the Company and
its subsidiaries considered as a whole, except as set forth
or contemplated in the Prospectus as of the date of such
Terms Agreement, which in the judgment of the
Representatives is material and adverse.
(j) Between the time of execution of such Terms
Agreement and such Closing Date no downgrading shall have
occurred in the rating accorded the Company's senior debt
securities by any "nationally recognized statistical rating
organization," as that term is defined by the Commission for
purposes of Rule 436(g)(1) of Regulation C.
The Company will furnish the Representatives with such
conformed copies of such opinions, certificates, letters and
documents as the Representatives reasonably request.
In the event that the purchase of such Securities does not
occur by reason of subsection (h), (i) or (j) of this Section 7,
the Company shall have no liability to the Underwriters except
for expenses to be paid or reimbursed as set forth in Section 6
and its obligations under Section 8.
8. Indemnification and Contribution. (a) The Company will
indemnify and hold harmless each Underwriter and each person, if
any, who controls any Underwriter within the meaning of the Act
against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter or such controlling person may
become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement, any Preliminary Prospectus, the
Prospectus, or any amendment or supplement thereto, or any
related preliminary prospectus supplement, or arise out of or are
based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse each
Underwriter and each such controlling person for any legal or
other expenses reasonably incurred by such Underwriter and each
such controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any
such case to the extent that any such loss, claim, damage,
liability or action arises out of or is based upon an untrue
statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company by
any Underwriter through the Representatives, if any, specifically
for use therein; and provided, further, that the indemnity
agreement contained in this paragraph in respect of any
Preliminary Prospectus shall not inure to the benefit of any
Underwriter (or of any person controlling such Underwriter) on
account of any such losses, claims, damages, or liabilities (or
actions in respect thereof), arising from the sale of Securities
to any person if such Underwriter shall have failed to send or
give to such person (i) with or prior to the written confirmation
of such sale, a copy of the Prospectus or the Prospectus as
amended or supplemented, if any amendments or supplements thereto
shall have been furnished at or prior to the time of written
confirmation of the sale involved, or (ii) with or prior to the
delivery of such Securities to such person, a copy of any
amendment or supplement to the Prospectus which shall have been
furnished subsequent to such written confirmation and prior to
the delivery of such Securities to such person, to the extent
that any such loss, claim, damage, or liability results from an
untrue statement or an omission which was corrected in the
Prospectus or the Prospectus as amended or supplemented. This
indemnity agreement will be in addition to any liability which
the Company may otherwise have.
(b) Each Underwriter will indemnify and hold harmless the
Company, each of its directors, each of its officers who have
signed the Registration Statement and each person, if any, who
controls the Company within the meaning of the Act, against any
losses, claims, damages or liabilities to which the Company or
any such director, officer or controlling person may become
subject, under the Act or otherwise insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the
Registration Statement, or any Preliminary Prospectus, the
Prospectus, or any amendment or supplement thereto, or any
related preliminary prospectus supplement, or arise out of or are
based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made
therein in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through
the Representatives, if any, specifically for use therein; and
will reimburse any legal or other expenses reasonably incurred by
the Company or any such director, officer or controlling person
in connection with investigating or defending any such loss,
claim, damage, liability or action. This indemnity agreement
will be in addition to any liability which such Underwriter may
otherwise have.
(c) Promptly after receipt by an indemnified party under
this Section of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section, notify
the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it
from any liability which it may have to any indemnified party
otherwise than under this Section. In case any such action is
brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who will not, except with
the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party
to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to
such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs
of investigation. No indemnifying party shall be liable for any
compromise or settlement of any such action effected without its
consent.
(d) If the indemnification provided for in subsection (a)
or (b) above is for any reason, other than as specified in such
subsections, held by a court to be unavailable and the Company or
any Underwriter has been required to pay damages as a result of a
determination by a court that the Registration Statement, any
Preliminary Prospectus, the Prospectus, or any amendment or
supplemental thereto, or any related preliminary prospectus
supplement, contains an untrue statement of a material fact or
omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, then the
Company shall contribute to the damages paid by the Underwriters,
and the Underwriters shall contribute to the damages paid by the
Company, but in each case only to the extent that such damages
arise out of or are based upon such untrue statement or omission,
in such Proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the
Underwriters on the other from the offering of the Securities,
and the relative fault of the Company on the one hand and the
Underwriters on the other in connection with the statements or
omissions which resulted in such damages as well as any other
relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on
the other shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses)
received by the Company bear to the total underwriting discounts
and commissions received by the Underwriters, in each case as set
forth in the Prospectus. The relative fault of the Company on
the one hand and the Underwriters on the other shall be
determined by reference to, among other things, whether the
untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the Company or
the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriters
agree that it would not be just and equitable if their respective
obligations to contribute pursuant to this subsection (d) were to
be determined by pro rata allocation of the aggregate damages
(even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in the first
sentence of this subsection (d). For purposes of this
subsection (d), the term "damages" shall include any legal or
other expenses reasonably incurred by the Company or any of the
Underwriters in connection with investigating or defending
against any action or claim which is the subject of the
contribution provisions of this subsection (d). Notwithstanding
the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by
which the total price at which the Securities underwritten by it
and distributed to the public were offered to the public exceeds
the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue statement or
omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Underwriters' obligations
in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint.
9. Default of Underwriters. If any Underwriter or
Underwriters default in their obligations to purchase Securities
which they may have agreed to purchase under the Terms Agreement
relating to such Securities and the aggregate principal amount of
such Securities that such defaulting Underwriter or Underwriters
agreed but failed to purchase does not exceed 10% of the total
principal amount of the Securities to be purchased under such
Terms Agreement, the other Underwriters shall be obligated
severally, in proportion to their respective commitments under
this Agreement and such Terms Agreement, to purchase the
Securities that such defaulting Underwriters agreed but failed to
purchase. If any Underwriter or Underwriters so default and the
aggregate principal amount of the Securities with respect to
which such default or defaults occur is more than 10% of the
total principal amount of the Securities to be purchased under
such Terms Agreement, and arrangements satisfactory to the
Representatives and the Company for the purchase of such
Securities by other persons are not made within 36 hours after
such default, such Terms Agreement will terminate without
liability on the part of any non-defaulting Underwriter or the
Company, except for the expenses to be paid or reimbursed by the
Company pursuant to Section 6 and the respective obligations of
the Company and the Underwriters pursuant to Section 8. As used
in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section 9. Nothing
herein will relieve a defaulting Underwriter from liability for
its default.
10. Reimbursement of Underwriters' Expenses. If the sale
of the Securities pursuant to this Agreement and the Terms
Agreement relating to such Securities is not consummated because
any condition to the Underwriters' obligations hereunder and
thereunder is not timely satisfied, or because of any failure or
inability on the part of the Company to perform any agreement on
its part contained herein or therein, then, unless otherwise
provided in the last paragraph of Section 7, the Company will
reimburse the Underwriters or cause them to be reimbursed upon
demand for all out-of-pocket expenses (including reasonable fees
and disbursements of their counsel) that shall have been incurred
by them in connection with the offering of such Securities, and
the Company shall have no further liability hereunder except as
provided in Sections 6 and 8.
11. Representations and Indemnities to Survive Delivery.
The respective indemnities, agreements, representations,
warranties, and other statements of the Company or its officers
and of the several Underwriters set forth in or made pursuant to
this Agreement or any Terms Agreement relating to the Securities
will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or
on behalf of any Underwriter or the Company or any of its
officers, directors or controlling persons and will survive
delivery of and payment for the Securities.
12. Notices. All communications hereunder will be in
writing, and, if sent to the Underwriters, will be mailed,
delivered or telegraphed and confirmed to the Representatives at
the address or addresses set forth in the Terms Agreement, or, if
sent to the Company, will be mailed, delivered or telegraphed and
confirmed to it at Boise Cascade Corporation, One Jefferson
Square, Boise, Idaho 83728, Attention: General Counsel.
13. Successors. This Agreement and each Terms Agreement
will inure to the benefit of and be binding upon the Company,
such Underwriters as are identified in Terms Agreements and their
respective successors and, to the extent provided in Section 8,
the officers, directors and controlling persons referred to in
Section 8, and no other person will have any right or obligation
hereunder.
14. Representation of Underwriters. In all dealings with
the Company under this Agreement and any applicable Terms
Agreement, the Representatives represent that they shall act on
behalf of each of the Underwriters and that any action under this
Agreement and such Terms Agreement taken by the Representatives
will be binding upon all the Underwriters.
15. Governing Law. This Agreement and each Terms Agreement
shall be governed by, and construed in accordance with, the laws
of the State of New York.
16. Counterparts. Each Terms Agreement may be executed in
counterparts, all of which, taken together, shall constitute a
single agreement.
JL40708A
<PAGE>
EXHIBIT A
(Three copies of this Delayed Delivery Contract should be signed
and returned to the address shown below so as to arrive not later
than 9:00 a.m., New York Time, on _______________, ______.*)
DELAYED DELIVERY CONTRACT
[Insert date of initial public offering.]
BOISE CASCADE CORPORATION
c/o [Insert name(s) of Representative(s)
of the Underwriters]
Gentlemen:
The undersigned hereby agrees to purchase from Boise Cascade
Corporation, a Delaware corporation (the "Company"), and the
Company agrees to sell to the undersigned, [if one delayed
closing, insert: as of the date hereof, for delivery on
__________, (the "Delivery Date")]
$_______________ principal amount of the Company's [Insert
title of securities] ("Securities"), offered by the Company's
Prospectus dated _______________, and a Prospectus Supplement
dated _______________, relating thereto, receipt of copies of
which is hereby acknowledged, at ___% of the principal amount
thereof plus accrued interest, if any, and on the further terms
and conditions set forth in this Delayed Delivery Contract
("Contract").
[If two or more delayed closings, insert the following:
The undersigned will purchase from the Company as of the
date hereof for delivery on the dates set forth below, Debt
Securities in the principal amounts set forth below:
Delivery Date Principal Amount
Each of such delivery dates is hereinafter referred to as a
Delivery Date.]
Payment for the Securities which the undersigned has agreed
to purchase for delivery on-the-each-Delivery Date shall be made
to the Company or its order by immediately available funds at the
office of ____________________ at __________.m., New York Time,
on-the-such-Delivery Date upon delivery to the undersigned of the
Securities to be purchased by the undersigned -- for delivery on
such Delivery Date -- in definitive form and in such
denominations and registered in such names as the undersigned may
designate by written or telegraphic communication addressed to
the Company not less than five full business days prior to-the-
such-Delivery Date.
It is expressly agreed that the purchase hereunder of
Securities is to be regarded in all respects as a purchase as of
the date of this Contract; that the obligation of the Company to
make delivery of and accept payment for, and the obligation of
the undersigned to take delivery of and make payment for, the
Securities on-the-each-Delivery Date shall be subject only to the
conditions that (1) the purchase of the Securities shall not-at-
the-such-Delivery Date be prohibited under the laws of any
jurisdiction in the United States to which the undersigned is
subject and (2) the Company shall have sold to the Underwriters
the total principal amount of the Securities less the principal
amount thereof covered by this and other similar Contracts.** The
undersigned represents that its investment in such Securities is
not, as of the date hereof, prohibited under the laws of any
jurisdiction to which the undersigned is subject.
__________
* Insert date which is third full business day prior to
Closing Date under Terms Agreement.
** Modify appropriately if the Underwriters may be obligated to
take less than all of the Securities under the Terms
Agreement.
__________
Promptly after completion of the sale of Securities to the
Underwriters, the Company will mail or deliver to the undersigned
at its address set forth below notice to such effect, accompanied
by a copy of the opinion of counsel for the Company delivered to
the Underwriters in connection therewith.
This Contract will inure to the benefit of, and be binding
upon, the parties hereto and their respective successors, but
will not be assignable by either party hereto without the written
consent of the other.
This Contract may be executed by either of the parties
hereto in any number of counterparts each of which shall be
deemed to be an original, but all such counterparts shall
constitute one and the same instrument.
It is understood that the acceptance of any such Contract is
in the Company's sole discretion and without limiting the
foregoing, need not be on a first-come, first-served basis. If
this Contract is acceptable to the Company, it is requested that
the Company sign the form of acceptance below and mail or deliver
one of the counterparts hereof to the undersigned at its address
set forth below. This will become a binding contract between the
Company and the undersigned when such counterpart is so mailed or
delivered.
Very truly yours,
_________________________
(Name of Purchaser)
By_______________________
_________________________
(Title of Signatory)
_________________________
__________________________
(Address of Purchaser)
BOISE CASCADE CORPORATION
Accepted as of the above date.
By:_____________________________
Title:
JP40708D
<PAGE>
EXHIBIT B
OPINION OF GENERAL COUNSEL
OR ASSOCIATE GENERAL COUNSEL
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
state of Delaware, with corporate power and authority under such
laws to own its properties and conduct its business as described
in the Prospectus;
(ii) The Securities have been duly authorized, executed,
authenticated, issued and delivered and constitute valid and
legally binding obligations of the Company entitled to the
benefits provided by the Indenture, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium, and similar laws of general
applicability relating to or affecting creditors' rights and to
general equity principles;
[--if delayed delivery--(ii) The Securities have been duly
authorized and (a) the Securities (other than Contract
Securities) have been duly authorized, executed, authenticated,
issued and delivered and constitute valid and legally binding
obligations of the Company entitled to the benefits provided by
the Indenture, enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium, and similar laws of general
applicability relating to or affecting creditors' rights and to
general equity principles and (b) the Contract Securities when
executed, authenticated, issued and delivered against payment in
accordance with the Delayed Delivery Contracts will constitute,
valid and legally binding obligations of the Company entitled to
the benefits provided by the Indenture, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium, and similar laws of general
applicability relating to or affecting creditors' rights and to
general equity principles.]
(iii) The Indenture has been duly authorized, executed and
delivered by the Company, and has been duly qualified under the
Trust Indenture Act, and the Indenture constitutes a valid and
legally binding instrument, enforceable in accordance with its
terms subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium, and similar laws relating to or
affecting creditors' rights and by general equity principles;
(iv) This Agreement [,] [and] the Terms Agreement [and any
Delayed Delivery Contracts] relating to such Purchased Securities
have been duly authorized, executed and delivered to the Company;
(v) The Registration Statement has become effective under
the Act, and, to the best of the knowledge of such counsel, no
stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose
have been instituted or are pending or contemplated by the
Commission;
(vi) When each part of the Registration Statement relating
to the Securities became effective, such part and the Prospectus
included therein complied as to form in all material respects
with the requirements of the Act, the Trust Indenture Act and the
Rules and Regulations, and while such counsel has not
independently verified the accuracy, completeness or fairness of
such statements and takes no responsibility therefor, such
counsel has no reason to believe that such documents contained
any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make
the statements therein not misleading; and on the date of the
Terms Agreement and on the Closing Date for the Securities to
which such Terms Agreement relates, the Registration Statement
and the Prospectus as then amended or supplemented complied or
complies, as the case may be, as to form in all material respects
with the requirements of the Act, the Trust Indenture Act and the
Rules and Regulations and while such counsel has not
independently verified the accuracy, completeness or fairness of
such statements and takes no responsibility therefor, such
counsel has no reason to believe that such documents contained or
contains, as the case may be, any untrue statement of a material
fact or omitted or omits to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading; it being understood that such counsel need express no
opinion or belief as to the financial statements or financial
data contained in the Registration Statement or the Prospectus or
any such amendment or supplement;
(vii) Each document incorporated by reference in the
Registration Statement or Prospectus or any amendment or
supplement thereto, at the time such document was filed or became
effective under the Act, as the case may be, complied as to form
in all material respects with the requirements of the Exchange
Act and the Rules and Regulations;
(viii) The Company has the power and authority (corporate
and other) to own its properties and conduct its business in all
material respects as described in the Prospectus; and
(ix) The descriptions in the Registration Statement and
Prospectus of statutes, legal and governmental proceedings and
contracts and other documents are accurate and fairly present the
information required to be shown and such counsel does not know
of any legal or governmental proceedings required to be described
in the Prospectus which are not described as required in all
material respects, nor of any contract or documents of a
character required to be described in the Registration Statement
or Prospectus which are not described as required in all material
respects.
JP40708E
<PAGE>
BOISE CASCADE CORPORATION
("Company")
Debt Securities
TERMS AGREEMENT
[Date]
[Names of Representative(s) or Underwriters (if no
Representatives)]
[As Representative(s) of
the several Underwriters,]
[Address of Representative(s)]
Dear Sirs:
Boise Cascade Corporation (the "Company") proposes, subject
to the terms and conditions stated herein and in the Underwriting
Agreement, as filed as an Exhibit to the Company's registration
statement on Form S-3 (No. 33- ) (the "Underwriting
Agreement"), to issue and sell to the Underwriters named in
Schedule I hereto the securities specified in Schedule II hereto
(the "Securities"). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety,
and shall be deemed to be a part of this Terms Agreement to the
same extent as if such provision had been set forth in full
herein. [Each reference to the Representatives herein and in the
provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you.] You will act for the
several Underwriters in connection with this financing, and any
action taken under the Underwriting Agreement or this Terms
Agreement by you will be binding upon all the Underwriters.
Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement
to the Prospectus, as the case may be, relating to the
Securities, in the form heretofore delivered to you is now
proposed to be filed, or in the case of a supplement, mailed for
filing, with the Commission.
Subject to the terms and conditions set forth herein and in
the Underwriting Agreement, the Company agrees to issue and sell
to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at a
purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Securities set forth opposite the
name of such Underwriter in Schedule I hereto, less the principal
amount of Securities covered by Delayed Delivery Contracts, if
any, as may be specified in such Schedule II.
We confirm that, to the best of our knowledge after
reasonable investigation, the representations and warranties of
the undersigned in the Underwriting Agreement are true and
correct, no stop order suspending the effectiveness of the
Registration Statement (as defined in the Underwriting Agreement)
or of any part thereof has been issued and no proceedings for the
purpose have been instituted or, to the knowledge of the
undersigned, are contemplated by the Securities and Exchange
Commission and, subsequent to the respective dates of the most
recent financial statements in the Prospectus (as defined in the
Underwriting Agreement), there has been no material adverse
change in the financial position or results of operations of the
undersigned and its subsidiaries except as set forth in or
contemplated by the Prospectus.
If the foregoing is in accordance with your understanding,
kindly sign and return to us two counterparts hereof, and upon
acceptance hereof by you, on behalf of each of the Underwriters,
this letter and such acceptance hereof, including the provisions
of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the
Underwriters and the Company.
Very truly yours,
BOISE CASCADE CORPORATION
By___________________________
Title:
Accepted as of the date hereof:
[Names of Representative(s)]
On behalf of each of the Underwriters
By_________________________________
Title:
<PAGE>
If the Securities are denominated in a currency other than
United States dollars, make appropriate modifications to
provisions of the Terms Agreement and the schedules thereto
(e.g., type of funds specified under "Specified Funds for Payment
of Purchase Price") and consider including in the Terms Agreement
such changes and additions to the Underwriting Agreement as may
be appropriate in the circumstances, e.g., expanding Section 7(h)
to cover debt securities denominated in the currency in which the
Securities are denominated, expanding Section 7(h)(iv) to cover a
banking moratorium declared by authorities in the country of such
currency, expanding Section 7(h) to cover a change or prospective
change in, or governmental action affecting, exchange controls
applicable to such currency, and modifying Section iv of the
Opinion of General Counsel (Exhibit B to the Underwriting
Agreement) to permit a statement to the effect that enforcement
of the Indenture and the Securities is subject to provisions of
law which may require that a judgment for money damages rendered
by a court in the United States be expressed only in United
States dollars and appropriate exceptions as to any provisions
requiring payment of additional amounts. Also consider requiring
an opinion of counsel for the Company confirming information as
to United States tax matters in the Prospectus and an opinion of
foreign counselor the Company regarding such matters as foreign
consents, approvals, authorizations, licenses, waivers,
withholding taxes, transfer or stamp taxes and any information as
to foreign laws in the Prospectus.
JP40708F
<PAGE>
SCHEDULE I
Principal
Amount
of Purchased
Securities
Underwiter to be Purchased
[Name(s) of Representatives].........................$
[Name(s) of other Underwriters]......................$
Total................................................$
<PAGE>
SCHEDULE II
Title of Securities:
Principal Amount:
Expected Reoffering Price: % of principal amount, subject to
change by the Representatives
Purchase Price: % of principal amount, plus accrued interest
[ , if any,] from , 19 .
Maturity:
Interest: [ % per annum, from , 19 , payable
semiannually on and , commencing , 19 , to the
holders of record on the proceeding or , as the case may
be. [Zero coupon.]
Redemption Provisions:
Sinking Fund Provisions:
Stock Exchange Listing:
Place for Checking and Packaging Purchased Securities:
Closing Date and Time:
Closing Location:
[Delayed Delivery Contracts: [None.] [Delivery Date[s] shall be
, 19 . Underwriters' fee is % of the principal amount of
the Contract Securities.]
Minimum amount of each Contract:
Maximum amount of all Contracts:]
Address for Notices per Section 12:
Other Terms:
JP40708G
July 11, 1994
Boise Cascade Corporation
One Jefferson Square
P.O. Box 50
Boise, ID 83728-0001
Gentlemen:
In connection with the registration under the Securities Act of
1933, as amended (the "Act"), of $400,000,000 initial aggregate
offering price (the "Securities") of Boise Cascade Corporation,
a Delaware corporation (the "Company"), which Securities are
proposed to be issued under an indenture dated as of October 1,
1985, as amended December 20, 1989, and August 1, 1990 (the
"Indenture"), between the Company and Morgan Guaranty Trust
Company of New York, as Trustee, I have examined such corporate
documents, including the Registration Statement of the Company
on Form S-3 covering the Securities proposed to be filed with
the Securities and Exchange Commission (the "Registration
Statement") and such questions of law as I have considered
necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, I advise you that, in my
opinion:
1. The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the state
of Delaware.
2. When the Registration Statement has become effective under
the Act, the Indenture has been duly executed and
delivered, the terms of the Securities and of their issue
and sale have been duly established in conformity with the
Indenture so as to not violate any applicable law or
agreement or instrument then binding on the Company, and
the Securities have been duly executed and authenticated
in accordance with the Indenture and issued and sold as
contemplated in the Registration Statement, the Securities
will constitute valid and binding obligations of the
Company.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the references to me under
the heading "Legal opinions" in the Prospectus which is a part
thereof. In giving such consent, I do not thereby admit that I
am in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/s/ John W. Holleran
John W. Holleran
JWH/JP40616D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) _____
__________
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5123346
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
60 Wall Street, New York, NY 10260
(Address of principal executive offices) (Zip Code)
__________
Sharon W. Lindsay, Esq.
Morgan Guaranty Trust Company of New York
60 Wall Street, 38th Floor
New York, NY 10260
(212) 648-3393
(Name, address and telephone number of agent for service)
__________
BOISE CASCADE CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 82-0100960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Jefferson Square
P.O. Box 50
Boise, Idaho 83728
(Address of principal executive offices) (Zip Code)
__________
DEBT SECURITIES
(Title of the indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee --
(a) Name and address of each examining or supervising authority to
which it is subject.
Name Address
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, DC
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1. Charter of Morgan Guaranty Trust Company of New York,
as amended to date (which among other things grants to
Morgan Guaranty Trust Company of New York the
authority to commence business and exercise corporate
trust powers), incorporated herein by reference to
Exhibit 1 of Form T-1, Registration No. 33-63794.
Exhibit 2. Contained in Exhibit 1.
Exhibit 3. Contained in Exhibit 1.
Exhibit 4. By-Laws of Morgan Guaranty Trust Company of New York,
as amended to date, incorporated herein by reference
to Exhibit 1 of Form T-1, Registration No. 33-63794.
Exhibit 5. Not applicable.
Exhibit 6. Consent of Morgan Guaranty Trust Company of New York
required by Section 321(b) of the Act, incorporated
herein by reference to Exhibit 6 of Form T-1,
Registration No. 33-66344.
Exhibit 7. Report of Condition of Morgan Guaranty Trust Company
of New York as of the close of business on March 31,
1994, published pursuant to law or the requirements of
its supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Morgan Guaranty Trust Company of New York, a corporation
organized and existing under the laws of the State of New York, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York,
and State of New York, on the 14th day of June, 1994.
MORGAN GUARANTY TRUST COMPANY
of New York
By: /s/Michael Culhane
Michael Culhane
Vice President
EXHIBIT 7
Morgan Guaranty Trust Company
of New York, and foreign and domestic subsidiaries
Consolidated Report of Condition at the close of business
March 31, 1994
A state banking institution organized and operating under the
banking laws of this state and a member of Reserve District No. 2
of the Federal Reserve System. This report is published in
accordance with a call made by the State Banking Authority and by
the Federal Reserve Bank of this District.
DOLLAR
AMOUNTS
ASSETS IN THOUSANDS
Cash and balances due from depository
institutions:
Noninterest-bearing balances and
currency and coin $ 1,695,930
Interest-bearing balances 2,552,688
Securities:
Held-to-maturity securities 0
Available-for-sale securities 16,961,476
Federal funds sold and securities
purchased under agreements to resell
in domestic offices of the bank and
of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds sold 1,697,358
Securities purchased under agreements
to resell 0
Loans and lease financing receivables:
Loans and leases, net of unearned
income $ 36,984,709
Less: Allowance for loan and lease
losses 1,035,137
Loans and leases, net of unearned
income, allowance, and reserve 35,949,572
Assets held in trading accounts 52,165,305
Premises and fixed assets (including
capitalized leases) 1,682,942
Other real estate owned 542
Investments in unconsolidated
subsidiaries and associated
companies 102,112
Customers' liability to this bank
on acceptances outstanding 609,955
Intangible assets 2,915
Other assets 25,216,278
____________
Total assets $138,637,073
<PAGE>
LIABILITIES
Deposits:
In domestic offices $ 6,567,168
Noninterest-bearing $ 4,741,822
Interest-bearing 1,825,346
In foreign offices, Edge and
Agreement subsidiaries, and
IBFs 38,954,736
Noninterest-bearing 626,427
Interest-bearing 38,328,309
Federal funds purchased and securities
sold under agreements to repurchase
in domestic offices of the bank and
of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds purchased 5,535,515
Securities sold under agreements
to repurchase 8,254,898
Trading Liabilities 29,016,183
Other borrowed money:
With original maturity of one
year or less 18,600,678
With original maturity of more
than one year 2,180,558
Mortgage indebtedness and obligations
under capitalized leases 5,765
Bank's liability on acceptances
executed and outstanding 616,525
Subordinated notes and debentures 2,170,280
Other liabilities 19,639,041
____________
Total liabilities 131,541,347
____________
EQUITY CAPITAL
Common stock 250,000
Surplus 2,419,745
Undivided profits and capital
reserves 4,120,986
Net unrealized holding gains
(losses) on available-for-sale
securities 308,653
Cumulative foreign currency
translation adjustments (3,658)
____________
Total equity capital 7,095,726
____________
Total liabilities, limited-life
preferred stock, and equity
capital $138,637,073
I, David H. Sidwell, Senior Vice President and Controller of the
above named bank, do hereby declare that this Report of Condition
has been prepared in conformance with the instructions issued by
the Board of Governors of the Federal Reserve System and the
State Banking Authority and is true to the best of my knowledge
and belief.
DAVID H. SIDWELL
<PAGE>
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us
and to the best of our knowledge and belief has been prepared in
conformance with the instructions issued by the Board of
Governors of the Federal Reserve System and the State Banking
Authority and is true and correct.
KURT F. VIERMETZ
ROBERT G. MENDOZA
DOUGLAS A. WARNER III
Directors
JL40706A
