F O R M 10 - Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the Quarterly Period Ended September 30, 1994
( ) Transition Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the Transition Period From ___________ to _____________
Commission file number 1-5057
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.)
1111 West Jefferson
P.O. Box 50
Boise, Idaho 83728-0001
(Address of principal executive offices) (Zip Code)
(208) 384-6161
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares Outstanding
Class as of October 31, 1994
Common stock, $2.50 par value 38,274,250
<PAGE>
PART I - FINANCIAL INFORMATION
Quarterly Financial Statements
The quarterly financial statements of the Company and its
subsidiaries for the third quarter of 1994 and certain related notes
are presented in the Company's Report to Shareholders for the Third
Quarter of 1994 under the captions "Balance Sheets," "Statements of
Loss," "Segment Information," "Statements of Cash Flows," and "Notes
to Quarterly Financial Statements" and are filed herewith as an
exhibit and incorporated herein by this reference.
The quarterly financial statements have not been audited by indepen-
dent public accountants, but in the opinion of management, all
adjustments necessary to present fairly the results for the periods
have been included. Except as may be disclosed in the "Notes to
Quarterly Financial Statements," the adjustments made were of a
normal, recurring nature. Quarterly results are not necessarily
indicative of results that may be expected for the year.
The statements have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to
such rules and regulations. These quarterly financial statements
should be read together with the statements and the accompanying
notes included in the Company's 1993 Annual Report.
Supplementary Notes to Quarterly Financial Statements
The following notes supplement the Notes to Quarterly Financial
Statements referred to previously.
(1) NET LOSS PER COMMON SHARE. Net loss per common share was deter-
mined by dividing net loss, as adjusted, by applicable shares
outstanding. The computation of fully diluted net loss per share
was antidilutive in each of the periods presented; therefore, the
amounts reported for primary and fully diluted loss are the same.
For the nine-month periods ended September 30, 1994 and 1993,
primary average shares include only common shares outstanding. For
these periods, common stock equivalents attributable to stock
options, Series E conversion preferred stock, and Series G
conversion preferred stock subsequent to issuance in September 1993
were excluded because they were antidilutive. Excluded common
equivalent shares were 16,496,000 at September 30, 1994, compared
with 8,789,000 shares at the same date in the prior year. In
addition to common and common equivalent shares, fully diluted
average shares include common shares that would be issuable upon
conversion of the Company's other convertible securities.
<PAGE>
Nine Months Ended September 30
1994 1993
(expressed in thousands)
Net loss as reported $ (88,470) $ (53,460)
Preferred dividends (40,955) (29,569)
_________ _________
Primary loss (129,425) (83,029)
Assumed conversions:
Preferred dividends eliminated 32,847 22,603
Interest on 7% debentures eliminated 2,577 2,753
Supplemental ESOP contribution (9,442) (9,433)
_________ _________
Fully diluted loss $(103,443) $ (67,106)
Average number of common shares
Primary 38,057 37,953
Fully diluted 61,471 53,791
Primary loss includes the aggregate amount of dividends on the
Company's preferred stock. The dividend attributable to the
Company's Series D convertible preferred stock held by the Company's
ESOP (employee stock ownership plan) is net of a tax benefit. To
determine the fully diluted loss, dividends on convertible preferred
stock and interest, net of any applicable taxes, have been added
back to primary loss to reflect assumed conversions. The fully
diluted loss was increased by the after-tax amount of additional
contributions that the Company would be required to make to its ESOP
if the Series D ESOP preferred shares were converted to common
stock.
(2) SALE OF SECURITIES BY RAINY RIVER FOREST PRODUCTS INC. On
October 13, 1994, the Company's Canadian subsidiary, Rainy River
Forest Products Inc. ("Rainy River"), completed an initial public
offering of units (the "Units") of its equity and debt securities.
The sale of C$420 million of Units consisted of 14 million newly
issued common shares of Rainy River sold to the public for an
aggregate offering price of C$210 million and C$210 million
principal amount 8.0% Convertible Unsecured Subordinated Debentures
due October 15, 2004. Concurrently with the sale of the Units,
Rainy River also sold to the public US$110 million aggregate
principal amount of 10 3/4% Senior Secured Notes due 2001 (the
"Senior Notes").
The common shares sold represent approximately 51% of the total
outstanding voting common shares and approximately 40.34% of the
total outstanding equity of Rainy River. As a result, the Company
now owns 49% of the outstanding voting common shares and 59.66% of
the total equity of Rainy River. Since the Company will no longer
exercise control, Rainy River has been accounted for on the equity
method retroactive to January 1, 1994, in the Company's consolidated
financial statements.
Rainy River owns and operates a newsprint mill in Kenora, Ontario,
Canada, and an uncoated groundwood papers mill in Fort Frances,
Ontario, Canada. On September 28, 1994, Rainy River acquired as
part of its reorganization and refinancing, including the sale of
the Units and the Senior Notes, the Company's West Tacoma,
Washington, newsprint mill and its associated working capital. On
the same date, Rainy River also acquired the newsprint and uncoated
groundwood papers marketing and sales organization of the Company.
The Company received approximately US$148 million from Rainy River
as consideration for these transactions. Rainy River and the
Company also entered into an agreement whereby Rainy River will
purchase from the Company, at a brokerage discount for resale to
customers of Rainy River, all of the newsprint produced at the
Company's mill located at DeRidder, Louisiana, for which orders have
been received by Rainy River.
The equity securities were sold at a premium to the net book value
of the Canadian company, but the translation into U.S. dollars and
other costs of the transaction resulted in a charge to the Company
of $6.8 million after tax, or 18 cents per fully diluted common
share, in the third quarter 1994. In addition, recognition by the
Company of a noncash charge for U.S. taxes on previously
undistributed Canadian earnings amounted to $20.2 million, or
53 cents per fully diluted common share.
SUMMARIZED FINANCIAL INFORMATION FOR RAINY RIVER
Nine Months Ended
September 30, 1994
(expressed in thousands)
Sales* $227,659
Costs and expenses applicable to sales 240,531
Net loss (26,590)
Boise Cascade equity in losses (26,590)
September 30, 1994
Current assets $ 88,851
Noncurrent assets 540,593
Current liabilities 58,319
Noncurrent liabilities 392,539
Boise Cascade investment 194,479
*Excludes sales to Boise Cascade Corporation.
(3) DEBT. At September 30, 1994, the Company had a $650 million revolving
credit agreement with a group of banks. Borrowing under the agreement
was $395 million.
Upon completion of the sale of Rainy River's securities and related
transactions on October 13, 1994, the Company's debt was reduced by
approximately $330 million, of which $150 million was reflected in the
third quarter as a result of accounting for Rainy River on the equity
method.
<PAGE>
(4) INVENTORIES. Inventories include the following:
September 30 December 31
1994 1993 1993
(expressed in thousands)
Finished goods and work in process $242,196 258,589 $255,395
Logs 94,342 102,661 106,649
Other raw materials and supplies 148,621 167,151 167,192
LIFO reserve (87,640) (79,503) (82,627)
________ ________ ________
$397,519 $448,898 $446,609
(5) INCOME TAXES. Effective as of January 1, 1993, the Company adopted new
Financial Accounting Standards Board requirements that govern the way
deferred taxes are calculated and reported. Adoption of these
requirements entailed a one-time adjustment that had no effect on the
Company's first quarter 1993 net loss.
The components of the net deferred tax liability on the Company's
Balance Sheet were determined as follows:
<TABLE>
<CAPTION>
September 30 December 31
1994 1993 1993
Assets Liabil. Assets Liabil. Assets Liabil.
(expressed in millions)
<S> <C> <C> <C> <C> <C> <C>
Operating loss
carryover $192.5 $ - $126.7 $ - $169.8 $ -
Employee benefits 102.8 7.1 96.7 10.7 98.3 17.4
Property and equipment
and timber and
timberlands 85.4 521.4 90.1 574.7 89.0 589.4
Alternative minimum tax 79.8 - 85.1 - 79.8 -
Tax credit carryovers 35.3 - 45.8 - 47.2 -
Reserves 12.3 1.9 12.2 1.3 11.6 1.5
Inventories 9.8 .4 9.8 .4 9.7 .4
State income taxes 4.7 30.9 4.5 26.7 3.9 29.0
Deferred charges .3 10.4 .4 15.7 .3 14.6
Differences in basis
of nonconsolidated
entities 8.7 33.6 - - - 17.9
Other 11.1 21.4 9.2 49.0 9.8 32.9
______ ______ ______ ______ ______ ______
$542.7 $627.1 $480.5 $678.5 $519.4 $703.1
</TABLE>
During the third quarter of 1994, the Company recognized a noncash
charge for U.S. taxes on previously undistributed Canadian earnings.
See Note 2 of this quarterly report Form 10-Q.
The estimated tax rate for the first nine months of 1994, exclusive of
the impact of the charge for U.S. taxes on previously undistributed
earnings, was 35%, compared with an estimated rate of 40% for the first
three months and six months of 1994 and a rate of 40%, exclusive of the
impact of the adjustments to net deferred-tax liabilities, for the
first nine months of 1993. The decrease in the benefit rate was due
primarily to reflecting the 1994 results of operations of Rainy River,
including the tax effect, in "Equity in net income (loss) of
affiliates" in the Company's Statements of Loss for the three and nine
months ended September 30, 1994, which are filed as an exhibit to this
quarterly report Form 10-Q. These rates were based on actual year-
to-date results and projected results for the remainder of the year.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Third Quarter of 1994 Compared With Third Quarter of 1993
Boise Cascade Corporation's net loss was $31.7 million, or $1.19 per primary
and fully diluted share, for the third quarter of 1994. The net loss
included a noncash charge of $27 million, or 71 cents per fully diluted
share, related to the recent sale of securities and related transactions by
Boise Cascade's Canadian subsidiary, Rainy River Forest Products Inc. ("Rainy
River"). Excluding the charge, Boise Cascade lost $4.7 million, or 48 cents
per fully diluted share, in the quarter.
Boise Cascade's third-quarter loss compared with a net loss of $24.2 million,
or 91 cents per fully diluted share, in the third quarter of 1993, which
included approximately $3.9 million, or 10 cents per share, of nonrecurring
net negative adjustments.
On September 29, 1994, Rainy River agreed to the sale of C$420 million units
of common stock and debentures in an initial public offering, primarily in
Canada, and US$110 million of senior secured notes in a public offering in
the United States. The sale was completed October 13, 1994. The equity
securities were sold at a premium to the net book value of the Canadian
company, but the translation into U.S. dollars and other costs of the
transaction resulted in a charge to the Company of $6.8 million after tax,
or 18 cents per fully diluted common share, in the third quarter 1994. In
addition, recognition by the Company of a noncash charge for U.S. taxes on
previously undistributed Canadian earnings amounted to $20.2 million, or
53 cents per fully diluted common share.
Boise Cascade holds approximately 60% of Rainy River's economic equity, but
only 49% of its voting equity. Since the Company will no longer exercise
control, Rainy River is being accounted for on the equity method and has been
deconsolidated effective January 1, 1994.
Sales in the third quarter of 1994, excluding Rainy River sales of
$79.7 million, were $1.09 billion, compared with $1.003 billion in the third
quarter of 1993, which included sales by Rainy River. The increase in sales,
relative to those in the comparison quarter, was due primarily to two
factors: weighted average paper prices rose 3.5%, and office products dollar
sales volumes increased 43%.
The Company's paper segment was profitable in the third quarter of 1994,
reporting operating income of $2.3 million. Even if Rainy River's results
had been included with those of the paper segment, the resulting loss would
have been sharply lower than the loss reported in the comparison quarter.
The segment began to feel the effects of rapidly recovering paper markets
(weighted average prices were up 3.5%) and continued to benefit from reduced
unit manufacturing costs (reduced by $2 per ton). Relative to the third
quarter of 1993, quarterly prices for newsprint, containerboard, and market
pulp were higher on average, while prices for uncoated and coated white
papers were lower.
Paper segment sales, excluding sales of Rainy River, were $467 million,
compared with sales of $492 million in the third quarter of 1993, which
included Rainy River sales.
Income in the office products segment was $10.7 million in the third
quarter -- a significant improvement over results of third quarter 1993.
Dollar sales volumes for the same periods were $246 million and $172 million.
The increase in sales volumes was partially due to sales from the recently
acquired direct-mail business of The Reliable Corporation, the Company's new
facility in Denver, Colorado, and the recently acquired office products
business in Atlanta, Georgia. In addition, growth in sales from existing
distribution operations resulted in dollar sales volume on a same-store basis
that rose 16% over last year's third-quarter level.
The Company's building products segment reported income of $34.3 million, up
from $30.3 million in the comparison quarter. Relative to the year-ago
quarter, average prices for lumber and plywood increased 11% and 4%, unit
sales volume for plywood increased 9%, and delivered-log costs rose a modest
3% -- in aggregate leading to stronger profits in this quarter. The
segment's results continued to be enhanced by an important contribution from
its growing engineered wood products business.
Segment sales for the building products segment increased 11%, primarily due
to higher wood products prices, to $434 million for the third quarter of
1994, compared with $390 million for the third quarter of 1993.
Interest expense was $38.4 million in the third quarter of 1994, compared
with $37.7 million in the same period last year.
Nine Months Ended September 30, 1994, Compared With Nine Months Ended
September 30, 1993
The Company had a net loss of $88.5 million, or $3.40 per primary and fully
diluted share, for the first nine months of 1994. This compares with a net
loss of $53.5 million, or $2.19 per primary and fully diluted share, for the
first nine months of 1993. The loss for the 1994 period included a noncash
charge of $27 million, or 71 cents per fully diluted share, related to the
sale of securities and related transactions by Rainy River. For the same
period in 1993, the loss included approximately $6.4 million in net positive
adjustments, or 17 cents per fully diluted share, which resulted from asset
sales of $8.5 million after tax and a net deferred-tax charge of
$2.1 million.
Sales for the first nine months of 1994, excluding Rainy River sales of
$228 million, were $3.032 billion, compared with $2.961 billion for the same
period in 1993, which included Rainy River sales.
The operating loss of the Company's paper and paper products segment was
$81.6 million for the first nine months of 1994, excluding the loss of Rainy
River, compared with a loss of $103.6 million for the same period in 1993,
which included losses of $28.7 million related to the operations making up
Rainy River. Also included in the results for the first nine months of 1993
was a gain of $8.6 million from the sale of the Company's interest in a
specialty paper producer.
On a comparable-mill basis, sales for the paper and paper products segment
increased modestly from period to period, primarily due to increased sales
volumes in each of the Company's paper grades. Sales volumes, excluding Rainy
River sales volumes of 656,000 tons, were 2,102,000 tons for the first nine
months of 1994, compared with 2,661,000 tons for the first nine months of
1993, which included Rainy River. Weighted average paper prices between the
two comparison periods were flat. Average paper prices improved in
containerboard and market pulp, while prices for newsprint and coated papers
dropped slightly. Average prices for uncoated free sheet, the Company's key
paper grade, remained flat. Manufacturing costs for the first nine months
were down $7 per ton from costs in the comparison period, primarily due to
reduced maintenance costs.
The office products segment reported significantly improved sales volumes for
the nine-month period ended September 30, 1994. Sales were $649 million for
the first nine months of 1994, compared with $503 million for the first nine
months of 1993. The significant improvement was due to additional sales from
existing locations as well as from new and recently acquired facilities.
Segment income for the first nine months of 1994 improved 14%, compared with
that of the first nine months of 1993.
Building products income for the first nine months of 1994 dropped 10% from
that of the comparison period, primarily due to higher log costs in the
Pacific Northwest and the South, a result of reduction in available timber
supply for commercial harvest due to pressure by preservationists.
Sales for the building products segment for the nine-month period of 1994
were $1.262 billion, compared with $1.143 billion for the same period of
1993. Plywood and lumber sales volumes were up 9% and 2%, compared with
those of the same period last year. Building materials distribution sales
improved, while income declined modestly.
Total long- and short-term debt outstanding was $2.2 billion at September 30,
1994, and $2.0 billion at both September 30 and December 31, 1993. Upon
completion of the sale of Rainy River's securities and related transactions
on October 13, 1994, debt was reduced by approximately $330 million, of which
approximately $150 million was reflected in the third quarter as a result of
accounting for Rainy River on the equity method.
Interest expense for the nine-month period ended September 30, 1994, was
$110 million, compared with $113 million for the prior-year period. The
Company's combination of fixed- and variable-rate debt results in minimal
exposure to general changes in short-term market interest rates. Capitalized
interest increased to $1.4 million for the nine months ended September 30,
1994, compared with $955,000 for the same period in 1993.
Financial Condition
At September 30, 1994, the Company had working capital of $379 million.
Working capital was $247 million at September 30, 1993, and $199 million at
December 31, 1993. The increase in working capital at September 30, 1994,
was primarily due to a short-term receivable of $171 million due from Rainy
River, which was paid on October 13, 1994. Cash provided by operations was
$143 million for the first nine months of 1994. For the same period in 1993,
cash provided by operations was $94 million.
The Company's revolving credit agreement requires the Company to maintain a
minimum amount of net worth and not to exceed a maximum ratio of debt to net
worth. The Company's net worth at September 30, 1994, exceeded the defined
minimum amount by $76.4 million. The payment of dividends by the Company is
dependent upon the existence of and the amount of net worth in excess of the
defined minimum under this agreement. The Company is also required to
maintain a defined minimum interest coverage in each successive four-quarter
period, which the Company met at September 30, 1994. The cyclical downturn
the Company has been experiencing has reduced the Company's interest
coverage. While the Company currently expects to continue to meet the
coverage during the remainder of 1994, there can be no assurance as to the
results of operations during the balance of 1994. The Company believes it
will be able to maintain adequate liquidity to meet its various financial
requirements.
Capital expenditures for the first nine months of 1994 were $217 million,
including purchases of facilities and the assumption of related long-term
debt. Capital expenditures for the first nine months of 1993 were
$152 million and for the year ended December 31, 1993, were $221 million.
An expanded discussion and analysis of financial condition is presented on
pages 16 and 17 of the Company's 1993 Annual Report under the captions
"Financial Condition" and "Capital Investment."
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in litigation and administrative proceedings
primarily arising in the normal course of its business. In the opinion of
management, the Company's recovery, if any, or the Company's liability, if
any, under any pending litigation or administrative proceeding would not
materially affect its financial condition or operations.
Item 2. Changes in Securities
The payment of dividends by the Company is dependent upon the existence of
and the amount of net worth in excess of the defined minimum under the
Company's revolving credit agreement. At September 30, 1994, under this
agreement, the Company's net worth exceeded the defined minimum amount by
$76,423,000.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
On August 10, 1994, the Company and its union employees at the Company's four
Pacific Northwest pulp and paper facilities and one converting operation
agreed to six-year labor contracts. The new contracts expire in 1999 and
replace contracts that expired in the spring of 1993.
In mid-September, the Company and the union representing the Company's
employees at its Northwest wood products facilities ratified new four-year
contracts which will expire in 1998.
On October 24, 1994, an early settlement was reached with union employees at
the Company's DeRidder, Louisiana, pulp and paper mill. The new agreement
is for a five-year term expiring in 2000. The new agreement replaces a
contract that would have expired in February 1995.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
A list of the exhibits required to be filed as part of this report
is set forth in the Index to Exhibits, which immediately precedes
such exhibits, and is incorporated herein by this reference.
(b) Reports on Form 8-K.
On October 4, 1994, the Company filed a Form 8-K with the Securities
and Exchange Commission to report that the Company issued a news
release announcing the impact of securities sales by Rainy River
Forest Products Inc.
On October 24, 1994, the Company filed a Form 8-K with the
Securities and Exchange Commission to file the unaudited pro forma
Boise Cascade Corporation and Subsidiaries financial information as
of September 30, 1994, and to file, by reference, the Rainy River
Underwriting Agreement regarding common shares and Convertible
Debentures.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BOISE CASCADE CORPORATION
As Duly Authorized Officer and
Chief Accounting Officer: /s/Tom E. Carlile
Tom E. Carlile
Vice President and Controller
Date: November 10, 1994
<PAGE>
BOISE CASCADE CORPORATION
INDEX TO EXHIBITS
Filed With the Quarterly Report on Form 10-Q
for the Quarter Ended September 30, 1994
Number Description Page Number (1)
3 Bylaws as amended September 29, 1994 16
4.1(2) Trust Indenture between Boise Cascade
Corporation and Morgan Guaranty Trust Company
of New York, Trustee, dated October 1, 1985,
as amended -
4.2(3) 1994 Revolving Loan Agreement -- $650,000,000,
dated April 15, 1994 -
4.3(4) Shareholder Rights Agreement, as amended
September 25, 1990 -
4.4(5) Certificate of Designation of Convertible
Preferred Stock, Series D, dated July 10, 1989 -
4.5(6) Certificate of Designation of Conversion Preferred
Stock, Series E, dated January 21, 1992 -
4.6(7) Certificate of Designation of Cumulative Preferred
Stock, Series F, dated January 29, 1993 -
4.7(8) Certificate of Designation of Conversion Preferred
Stock, Series G, dated September 22, 1993 -
12 Ratio of Earnings to Fixed Charges 30
20(9) Selected financial statements from Boise
Cascade Corporation's Report to Shareholders
for the Third Quarter of 1994 31
27 Financial Data Schedule 37
(1) This information appears only in the manually signed original of the
report on Form 10-Q.
(2) The Trust Indenture between Boise Cascade Corporation and Morgan
Guaranty Trust Company of New York, Trustee, dated October 1, 1985,
was filed as Exhibit 4 in the Registration Statement on Form S-3,
No. 33-5673, filed May 13, 1986. The First Supplemental Indenture,
dated December 20, 1989, to the Trust Indenture was filed as
Exhibit 4.2 in the Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-3, No. 33-32584, filed December 20, 1989. The
Second Supplemental Indenture, dated August 1, 1990, to the Trust
Indenture was filed as Exhibit 4.1 in the Company's Current Report
on Form 8-K filed on August 10, 1990. Each of the above documents
referenced in this footnote is incorporated herein by this
reference.
(3) The 1994 Revolving Loan Agreement was filed as Exhibit 4.2 in the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994, and is incorporated herein by this reference.
(4) The Rights Agreement, amended as of September 25, 1990, was filed
as Exhibit 1 in the Company's Form 8-K filed with the Securities and
Exchange Commission on September 25, 1990, and is incorporated
herein by this reference.
(5) The Certificate of Designation of Convertible Preferred Stock,
Series D, dated July 10, 1989, was filed as Exhibit 4.4 in the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989, and is incorporated herein by this reference.
(6) The Certificate of Designation of Conversion Preferred Stock, Series
E, dated January 21, 1992, was filed as Exhibit 3.3 in the Company's
Report on Form 10-K for the year ended December 31, 1991, and is
incorporated herein by this reference.
(7) The Certificate of Designation of Cumulative Preferred Stock, Series
F, dated January 29, 1993, was filed as Exhibit 3.4 in the Company's
Report on Form 10-K for the year ended December 31, 1993, and is
incorporated herein by this reference.
(8) The Certificate of Designation of Conversion Preferred Stock, Series
G, dated September 22, 1993, was filed as Exhibit 3.6 in the
Company's Report on Form 10-K for the year ended December 31, 1993,
and is incorporated herein by this reference.
(9) The Balance Sheets, Statements of Loss, and Statements of Cash Flows
are unaudited financial statements produced as a part of Boise
Cascade Corporation's 1994 Report to Shareholders for the Third
Quarter.
BYLAWS
OF
BOISE CASCADE CORPORATION
As Amended to September 29, 1994
_______________________
Offices
Section 1. The registered office of the corporation in
Delaware shall be in the City of Wilmington, County of New
Castle.
Section 2. The corporation may also have offices at such
other places both within and without the State of Delaware as the
board of directors may from time to time determine or the
business of the corporation may require.
Meetings of Stockholders
Section 3. All meetings of the stockholders for the elec-
tion of directors shall be held in Boise, Idaho, at such place as
may be fixed from time to time by the board of directors, or at
such other place either within or without the State of Delaware
as shall be designated from time to time by the board of direc-
tors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be
stated in the notice of the meeting or in a duly executed waiver
of notice thereof.
At a meeting of the stockholders, only business shall be
conducted which has been properly brought before the meeting. To
be properly brought before a meeting of the stockholders, busi-
ness must be specified in the notice of meeting (or any supple-
ment thereto) given by, or at the direction of, the board of
directors or otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before a
meeting by a stockholder, the stockholder must have given timely
notice of the business to the corporate secretary. To be timely,
a stockholder's notice must be in writing delivered to or mailed,
postage prepaid, and received by the corporate secretary not less
than 60 days nor more than 90 days prior to the meeting; pro-
vided, however, that if less than 65 days' notice or prior public
disclosure of the date of the meeting is given to stockholders,
notice by the stockholder to be timely must be received by the
corporate secretary not later than the close of business on the
7th day following the day on which notice of the date of the
meeting was mailed or public disclosure was made. For each
matter the stockholder proposes to bring before the meeting, the
notice to the corporate secretary shall include (i) a brief
description of the business desired to be brought before the
meeting and the reasons for conducting the business at the
meeting, (ii) the name and record address of the stockholder
proposing the business, (iii) the class and number of shares of
the corporation which are beneficially owned by the stockholder
and (iv) any material interest of the stockholder in such
business.
Notwithstanding anything in these bylaws to the contrary, no
business shall be conducted at the meeting except in accordance
with the procedures set forth in this Section 3.
The chairman of a meeting shall, if the facts warrant,
determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the
provisions of this Section 3. If the chairman determines that
business was not properly brought before the meeting, the
business shall not be transacted.
Section 4. Annual meetings of stockholders, at such date
and time as shall be designated from time to time by the board of
directors and stated in the notice of the meeting, at which the
stockholders shall elect by a plurality vote a board of direc-
tors, and transact such other business as may properly be brought
before the meeting. Elections of directors may be by voice vote,
rather than by written ballot, unless by resolution adopted by
the majority vote of the stockholders represented at the meeting,
the election of directors by written ballot is required.
Section 5. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten
nor more than sixty days (or in the case a vote of stockholders
on a merger or consolidation is one of the stated purposes of the
annual meeting, not less than twenty nor more than sixty days)
before the date of the meeting.
Section 6. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alpha-
betical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meet-
ing, or, if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may
be inspected by any stockholder who is present.
Section 7. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the certificate of incorporation, may be called by the chairman
of the board and shall be called by the chairman of the board or
corporate secretary at the request in writing of a majority of
the board of directors or a majority of the executive committee.
Such request shall state the purpose or purposes of the proposed
meeting.
Section 8. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than ten
nor more than sixty days (or in the case of a merger or consoli-
dation, not less than twenty nor more than sixty days) before the
date of the meeting, to each stockholder entitled to vote at such
meeting.
Section 9. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
Section 10. The holders of a majority of the shares of
stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute, by the certifi-
cate of incorporation or by these bylaws. If, however, such
quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than an-
nouncement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall
be present or represented any business may be transacted which
might have been transacted at the meeting as originally notified.
If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 11. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting
power present in person or represented by proxy, excluding,
however, any shares where the holder has expressly indicated that
the holder is abstaining from voting on the matter, shall decide
any question brought before such meeting, unless the question is
one upon which by express provision of the statutes or of the
certificate of incorporation or of these bylaws, a different vote
is required in which case such express provision shall govern and
control the decision of such question.
Section 12. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for
each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer
period. In the election of each director of the corporation,
each holder of stock shall have one vote for each share held.
Section 13. Any action required or permitted to be taken at
any annual or special meeting of stockholders must be taken at
such a meeting duly called, upon proper notice to all stock-
holders entitled to vote. No action required to be taken or
which may be taken at any annual or special meeting of stock-
holders may be taken without a meeting, without prior notice and
without a vote.
Board of Directors
Section 14. The number of directors which shall constitute
the whole board of directors shall be fixed from time to time by
resolution adopted by the affirmative vote of a majority of the
entire board of directors of the corporation, except that the
minimum number of directors shall be fixed at no less than three
and the maximum number of directors shall be fixed at no more
than fifteen. The directors shall be divided into three classes,
as provided in the Certificate of Incorporation, and each class
shall consist, as nearly equal in number as possible, of one-
third of the total number of directors constituting the entire
board of directors. Except as provided in Section 15 of the
Bylaws, the directors for all classes shall be elected at the
1985 Annual Meeting of the stockholders, and thereafter one class
of directors shall be elected at each annual meeting of the
stockholders: Class I in 1986, Class II in 1987, Class III in
1988, Class I in 1989 and so on. Each director elected shall
hold office for the term specified for his or her class in the
Certificate of Incorporation and until his or her successor is
elected and qualified or until his or her earlier resignation or
removal. No person shall serve as a director of this corpora-
tion after the annual stockholders meeting next following his or
her 72nd birthday.
Nominations for election to the board of directors of the
corporation at a meeting of stockholders may be made by the
board, on behalf of the board, by any nominating committee
appointed by that board, or by any stockholder of the corporation
entitled to vote for the election of directors at the meeting.
Nominations, other than those made by or on behalf of the board,
shall be made by notice in writing delivered to or mailed,
postage prepaid, and received by the corporate secretary not less
than 30 days nor more than 60 days prior to any meeting of
stockholders called for the election of directors; provided,
however, that if less than 35 days' notice or prior public
disclosure of the date of the meeting is given to stockholders,
the nomination must be received by the corporate secretary not
later than the close of business on the 7th day following the day
on which the notice of meeting was mailed. The notice shall set
forth: (i) the name and address of the stockholder who intends
to make the nomination; (ii) the name, age, business address and,
if known, residence address of each nominee; (iii) the principal
occupation or employment of each nominee; (iv) the number of
shares of stock of the corporation which are beneficially owned
by each nominee and by the nominating stockholder; (v) any other
information concerning the nominee that must be disclosed of
nominees in proxy solicitations pursuant to Regulation 14A of the
Securities Exchange Act of 1934; and (vi) the executed consent of
each nominee to serve as a director of the corporation if
elected.
The chairman of the meeting of stockholders may, if the
facts warrant, determine that a nomination was not made in
accordance with the foregoing procedures, and if the chairman
should so determine, the chairman shall so declare to the meeting
and the defective nomination shall be disregarded.
Removal of directors shall be as provided in the Certificate
of Incorporation.
Section 15. Vacancies and newly created directorships
resulting from any increase in the authorized number of direc-
tors shall be filled by a majority of the remaining directors
then in office, even though less than a quorum, or by a sole
remaining director. Any additional director of any class elected
to fill a vacancy in such a class shall hold office for a term
that shall coincide with the remaining term of that class, but in
no case will a decrease in the number of directors shorten the
term of any incumbent director. A director shall hold office
until the next annual meeting for the year in which his or her
term expires and until the director's successor shall have been
elected and qualified or until his or her earlier resignation or
removal.
Section 16. The business of the corporation shall be
managed by its board of directors which may exercise all such
powers of the corporation and do all such lawful acts and things
as are not by statute or by the certificate of incorporation or
by these bylaws directed or required to be exercised or done by
the stockholders.
Meetings of the Board of Directors
Section 17. The board of directors of the corporation may
hold meetings, both regular and special, either within or without
the State of Delaware.
Section 18. The first meeting of each newly elected board
of directors shall be held without other notice than this bylaw,
immediately after, and at the same place as, the annual meeting
of stockholders. In the event of the failure to hold the first
meeting of a newly elected board at such time and place, the
meeting may be held at such time and place as shall be specified
in a notice given as hereinafter provided for special meetings of
the board of directors, or as shall be specified in a written
waiver signed by all of the directors.
Section 19. Regular meetings of the board of directors may
be held without notice at such time and at such place as shall
from time to time be determined by the board.
Section 20. Special meetings of the board may be called by
the chairman of the board on not less than forty-eight hours'
notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the chairman of the
board or corporate secretary in like manner and on like notice on
the written request of two directors.
Section 21. At all meetings of the board a majority of the
total number of directors then constituting the whole board shall
constitute a quorum for the transaction of business and the vote
of a majority of the directors present at any meeting at which
there is a quorum shall be the act of the board of directors,
except as may be otherwise specifically provided by statute or by
the certificate of incorporation. If a quorum shall not be
present at any meeting of the board of directors, the directors
present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting until a
quorum shall be present.
Section 22. Unless otherwise restricted by the certificate
of incorporation or these bylaws, any action required or per-
mitted to be taken at any meeting of the board of directors or of
any committee thereof may be taken without a meeting, if all
members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the board or committee; and any
member of the board of directors or of any committee thereof
designated by such board may participate in a meeting of such
board or committee by means of conference telephone or similar
communications equipment by means of which all persons parti-
cipating in the meeting can hear each other, and participation in
such meeting shall constitute presence in person at such meeting.
Committees of Directors
Section 23. The board of directors shall have an executive
committee and such other committees as they may designate by
resolution passed by a majority of the whole board, each com-
mittee to consist of one or more of the directors of the corpora-
tion. The board may designate one or more directors as alternate
members of any committee, who may replace any absent or disquali-
fied member at any meeting of the committee. Any such committee,
to the extent provided in the resolution, when the board of
directors is not in session, shall have and may exercise the
powers of the board of directors in the management of the busi-
ness and affairs of the corporation, and may authorize the seal
of the corporation to be affixed to all papers which may require
it. The member of a committee of one or a majority of the
members of any other committee shall constitute a quorum for the
transaction of business at a meeting thereof, and action by any
committee must be authorized by the affirmative vote of the
member of a committee of one or of a majority of the members of
any other committee present at a meeting at which a quorum is
present. If a member of a committee is absent or disqualified
from voting at any meeting, the member or members thereof present
at the meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the
place of any such absent or disqualified member; provided that at
any such meeting, the committee shall not revise or rescind any
previous action of the committee without the affirmative vote of
a majority of the regular members present.
Special meetings of any committee of the board may be called
by the chairman of the board or the chairman of the committee on
not less than forty-eight hours' notice to each member of the
committee, either personally or by mail or by telegram. Special
meetings of any committee of the board at which members parti-
cipate by means of conference telephone or similar communications
equipment as provided by Section 22 of these bylaws, and at
which at least a majority of the members of the committee parti-
cipate, may be called by the chairman of the board on not less
than six hours' notice to each member of the committee either
personally or by telegram.
Section 24. Each committee shall have a chairman, appointed
by the board of directors, who shall preside at all meetings of
such committee. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when
required.
Compensation of Directors
Section 25. The directors shall receive such compensation
and reimbursement of expenses, if any, of attendance at regular
and special meetings of the board of directors as may be set from
time to time by the board. No such payment shall preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing
committees, including the executive committee, may receive such
compensation as shall be approved from time to time by the board.
Notices
Section 26. Notices to directors and stockholders shall be
in writing and delivered personally or mailed to the directors or
stockholders at their addresses appearing on the books of the
corporation. Notice by mail shall be deemed to be given when the
notice is mailed. Notice to directors may also be given by
telegram, and shall be deemed to be given at the time of delivery
to the telegraph company. Notice to members of committees of the
directors as such may also be given orally.
Section 27. Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of
incorporation or of these bylaws, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equiv-
alent thereto. Attendance of a person at a meeting shall con-
stitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
Officers
Section 28. The officers of the corporation shall be a
chairman of the board, a president, one or more vice presidents
(the number and designation thereof to be determined by the board
of directors), a treasurer, a controller, when such controller is
deemed necessary by the board of directors, a corporate secre-
tary, and such assistant treasurers, assistant secretaries or
other officers as may be elected or appointed by the board of
directors. Any two or more offices may be held by the same
person. The board of directors shall designate either the
chairman of the board or the president as the chief executive
officer of the corporation and may designate other officers as
the chief operating officer and the chief financial officer of
the corporation.
Section 29. Officers of the corporation shall be elected by
the board of directors. Each officer shall hold office until his
successor is chosen and qualified or until his earlier
resignation or removal.
Section 30. The board of directors may from time to time
appoint such other officers and agents as it shall deem advis-
able, who shall hold their offices for such terms and shall
perform such duties as from time to time may be prescribed by the
chairman of the board or the board of directors.
Section 31. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote
of a majority of the board of directors, but such removal shall
be without prejudice to the contract rights, if any, of the
person so removed.
Chief Executive Officer
Section 31A. The chief executive officer of the
corporation, who shall be designated from time to time by the
board of directors and who shall be either the chairman of the
board or the president (as hereinabove provided), shall have
general authority over the business and affairs of the
corporation, subject to the board of directors, and shall see
that all orders and resolutions of the board of directors are
carried out.
Chairman of the Board
Section 32. The chairman of the board shall preside at all
meetings of the stockholders and the board of directors. The
chairman of the board may sign certificates for shares of the
corporation, and any deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be
executed, whether or not under the seal of the corporation,
except in cases where the execution thereof shall be expressly
delegated by the board of directors or by these bylaws to some
other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed, and shall perform such
other duties and have such other powers as from time to time may
be prescribed by the board of directors.
President
Section 33. The president shall have general direction and
supervision of the operations of the corporation, subject to the
board of directors and the chairman of the board. In the absence
of the chairman of the board, or in the event of his or her
inability to act, the president shall perform the duties of the
chairman of the board and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the
chairman of the board. The president may sign certificates for
shares of the corporation, and any deeds, mortgages, bonds,
contracts, or other instruments which the board of directors has
authorized to be executed, whether or not under the seal of the
corporation, except in cases where the execution thereof shall be
expressly delegated by the board of directors or by these bylaws
to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed, and shall
perform such other duties as from time to time may be prescribed
by the board of directors or as may be delegated by the chairman
of the board.
Vice Presidents
Section 34. In the absence of the president, or in the
event of his inability to act, the vice presidents (or if there
be more than one, the executive vice president, senior vice
presidents or the vice presidents in the order designated, or in
the absence of any designation then in the order of their elec-
tion or in the order named for election) shall perform the duties
of the president and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the president. Each
vice president shall perform such other duties as from time to
time may be assigned to him by the chairman of the board, the
president or the board of directors.
Treasurer
Section 35. The treasurer shall have charge and custody of
and be responsible for all funds and securities of the corpora-
tion, and the deposit of all moneys in the name of the corpora-
tion in such banks, trust companies, or other depositories as
shall be selected or approved by the board of directors; and in
general shall perform all the duties incident to the office of
treasurer and such other duties as from time to time may be
assigned to him by the chairman of the board or the board of
directors. If required by the board of directors, the treasurer
shall give a bond for the faithful discharge of his duties in
such sum and with such surety or sureties as the board of
directors shall determine.
Controller
Section 36. The controller shall be the principal officer
in charge of the accounts of the corporation, and shall perform
such duties as from time to time may be assigned to him by the
chairman of the board or the board of directors.
Corporate Secretary
Section 37. The corporate secretary shall: (a) keep the
minutes of the stockholders' and the board of directors' meetings
in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these
bylaws or as required by law; (c) be custodian of the corporate
records and of the seal of the corporation and see that the seal
of the corporation is affixed to all certificates for shares
prior to the issue thereof and to all documents, the execution of
which on behalf of the corporation under its seal is duly author-
ized in accordance with the provisions of these bylaws; (d) sign
with the chairman of the board, the president or a vice presi-
dent, certificates for shares of the corporation, the issue of
which shall have been authorized by resolution of the board of
directors; (e) have general charge of the stock transfer books of
the corporation; and (f) in general perform all duties incident
to the office of corporate secretary and such other duties as
from time to time may be assigned to him by the chairman of the
board or the board of directors.
Assistant Treasurers, Assistant Controllers
and Assistant Secretaries
Section 38. The assistant treasurers shall respectively, if
required by the board of directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as
the board of directors shall determine. The assistant secre-
taries as thereunto authorized by the board of directors may sign
with the chairman of the board, the president or a vice presi-
dent, certificates for shares of the corporation, the issue of
which shall have been authorized by a resolution of the board of
directors. The assistant treasurers, assistant controllers and
assistant secretaries in general shall perform such duties as
from time to time may be delegated to them by the treasurer,
controller or the corporate secretary, respectively, or assigned
to them by the chairman of the board or the board of directors.
Compensation of Officers
Section 39. The salaries (including bonuses and similar
supplemental payments) of the officers other than of assistant
treasurers, assistant controllers and assistant secretaries shall
be fixed or approved from time to time by the board of directors
or by the committee of directors to whom such authority shall be
delegated by the board of directors, and no officer shall be
prevented from receiving such salaries, bonuses or similar
supplemental payments by reason of the fact that he is also a
director of the corporation.
Voting and Transfer of Stock in Other Corporations
Section 40. The board of directors may by resolution
designate an officer or any other person to act for the corpora-
tion and vote its shares in any company in which it may own or
hold stock, and may direct in what manner, and for or against
what propositions and in case of elections for whom its vote
shall be cast. In case, however, the board of directors has not
taken express action, the chairman of the board, the president,
any vice president, the treasurer, or the corporate secretary may
act for this corporation on all stockholder matters connected
with any such company, including voting the shares owned or held
by this corporation and executing and delivering proxies, waivers
and stockholder consents. Certificates of stock owned by this
corporation in any other company may be endorsed for transfer by
any one of the above listed officers.
Indemnification of Directors, Officers and Others
Section 41. Each person who is or was a director, officer
or employee of the corporation, and each person who serves or may
have served at the request of the corporation as a director,
officer or employee of another corporation, partnership, joint
venture, trust or other enterprise (and the heirs, executors,
administrators and estates of any such person), shall be entitled
to indemnity to the fullest extent now or hereafter permitted or
authorized by the General Corporation Law of the State of
Delaware against any expenses, judgments, fines and settlement
amounts actually and reasonably incurred by such person arising
out of his or her status as such director, officer or employee.
The corporation shall indemnify any director or officer of the
corporation unless the board of directors acting reasonably and
in good faith makes a determination that the person has not acted
in good faith and in a manner he or she reasonably believed to
have been in, or not opposed to, the best interests of the
corporation. Such determination shall be made by a majority vote
of a quorum consisting of directors who were not parties to the
action, suit or proceeding out of which the claim for indemni-
fication arose, or, if such a quorum is not obtainable, by
independent legal counsel selected by the board of directors.
Except as expressly provided in any Indemnification Agreement,
indemnification and any advancement of expenses under this bylaw
will not be mandatory for any person seeking indemnity in connec-
tion with a proceeding voluntarily initiated by such person
unless the proceeding was authorized by a majority of the entire
Board of Directors. Expenses incurred by a director or officer
in defending a civil or criminal action, suit or proceeding
arising out of his or her status as a director or officer shall
be paid by the corporation, as these expenses become due, in
advance of the final disposition of such action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay amounts advanced only if it shall
ultimately be determined that he or she is not entitled to be
indemnified by the corporation. The provisions of this Sec-
tion 41 shall not be deemed exclusive of any other rights to
which any person seeking indemnification may be lawfully entitled
under the law of Delaware or any other competent jurisdiction.
Any amendment or repeal of this bylaw shall not limit the right
of any person to indemnity with respect to actions taken or
omitted to be taken by such person prior to such amendment or
repeal.
Certificates for Shares and Their Transfer
Section 42. Each holder of stock in the corporation shall
be entitled to have a certificate signed by or in the name of the
corporation by the chairman of the board, the president or a vice
president and by the corporate secretary or an assistant secre-
tary, or the treasurer or an assistant treasurer of the corpo-
ration, certifying the number of shares owned by him and sealed
with the seal or a facsimile of the seal of the corporation. Any
of or all of the signatures on the certificate may be a facsi-
mile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
Section 43. Upon surrender to the corporation or any
transfer agent of the corporation of a certificate for shares of
the corporation duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, the corpo-
ration or transfer agent shall cancel the old certificate, record
the transaction on the books of the corporation, and either issue
a new certificate to the person entitled thereto or credit the
proper number of shares to an account of the person entitled
thereto maintained on the books of the corporation. Upon request
the corporation or transfer agent shall issue a certificate for
all or any part of the shares held in such an account.
Section 44. The board of directors may authorize the
issuance of a new certificate in lieu of a certificate alleged by
the holder thereof to have been lost, stolen or destroyed, upon
compliance by such holder, or his legal representatives, with
such requirements as the board of directors may impose or author-
ize. Such authorization by the board of directors may be general
or confined to specific instances.
Fixing Record Date
Section 45. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance,
a record date, which shall not be more than sixty nor less than
ten days before the date of such meeting, nor more than sixty
days prior to any other action. A determination of stockholders
of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new
record date for the adjourned meeting.
Registered Stockholders
Section 46. The corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise
provided by the laws of Delaware.
Dividends
Section 47. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of
incorporation.
Section 48. Before payment of any dividend, there may be
set aside out of any funds of the corporation available for
dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
Checks
Section 49. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued
in the name of the corporation shall be signed by such officer or
officers or such other person or persons as the board of
directors may, from time to time, designate.
Fiscal Year
Section 50. The fiscal year shall begin on the first day of
January in each year.
Seal
Section 51. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
Amendments
Section 52. These bylaws may be altered, amended or re-
pealed or new bylaws may be adopted by the stockholders or by the
board of directors at any regular meeting of the stockholders or
of the board of directors or at any special meeting of the
stockholders or of the board of directors if notice of such
alteration, amendment, repeal or adoption of new bylaws is
contained in the notice of such special meeting.
<TABLE>
EXHIBIT 12
BOISE CASCADE CORPORATION AND SUBSIDIARIES
Ratio of Earnings to Fixed Charges
<CAPTION>
Nine Months
Year Ended December 31 Ended September 30
1989 1990 1991 1992 1993 1993 1994
(dollar amounts expressed in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest costs $ 109,791 $ 142,980 $ 201,006 $ 191,026 $ 172,170 $ 130,552 $ 131,748
Interest capitalized during
the period 15,981 35,533 6,498 3,972 2,036 1,873 1,489
Interest factor related to
noncapitalized leases(1) 3,387 3,803 5,019 7,150 7,485 4,935 6,572
_________ _________ _________ _________ _________ _________ _________
Total fixed charges $ 129,159 $ 182,316 $ 212,523 $ 202,148 $ 181,691 $ 137,360 $ 139,809
Income (loss) before income taxes $ 436,870 $ 121,400 $(128,140) $(252,510) $(125,590) $ (85,600) $(105,160)
Undistributed (earnings) losses of
less than 50% owned persons, net
of distributions received (68) 2,966 (1,865) (2,119) (922) (1,639) (2,435)
Total fixed charges 129,159 182,316 212,523 202,148 181,691 137,360 139,809
Less: Interest capitalized (15,981) (35,533) (6,498) (3,972) (2,036) (1,873) (1,489)
Guarantee of interest on
ESOP debt (12,236) (24,869) (24,283) (23,380) (22,208) (16,665) (15,557)
_________ _________ _________ _________ _________ _________ _________
Total earnings (losses) before
fixed charges $ 537,744 $ 246,280 $ 51,737 $ (79,833) $ 30,935 $ 31,583 $ 15,168
Ratio of earnings to fixed
charges(2) 4.16 1.35 - - - - -
(1) Interest expense for operating leases with terms of one year or longer is based on an imputed interest rate for
each lease.
(2) Earnings before fixed charges were inadequate to cover total fixed charges by $160,786,000, $281,981,000, and
$150,756,000 for the years ended December 31, 1991, 1992, and 1993 and $105,777,000 and $124,641,000 for the
nine-month periods ended September 30, 1993 and 1994.
</TABLE>
<TABLE>
BALANCE SHEETS (Unaudited) Boise Cascade Corporation and Subsidiaries
<CAPTION>
September 30 December 31
ASSETS 1994 1993 1993
(expressed in thousands)
<S> <C> <C> <C>
CURRENT
Cash and cash items $ 30,644 $ 4,300 $ 14,860
Short-term investments at cost, which approximates market 4,972 5,365 7,569
35,616 9,665 22,429
Receivables, less allowances of $2,155,000, $1,815,000, and $1,264,000 393,530 388,513 358,859
Receivables from equity affiliates 181,834 6,236 7,328
Inventories 397,519 448,898 446,609
Deferred income tax benefits 44,522 42,209 38,831
Other 18,112 16,510 13,397
1,071,133 912,031 887,453
PROPERTY
Property and equipment
Land and land improvements 37,289 57,136 56,871
Buildings and improvements 437,847 568,515 571,712
Machinery and equipment 4,051,459 4,592,133 4,642,434
4,526,595 5,217,784 5,271,017
Accumulated depreciation (2,025,993) (2,209,348) (2,261,360)
2,500,602 3,008,436 3,009,657
Timber, timberlands, and timber deposits 403,914 369,998 366,054
2,904,516 3,378,434 3,375,711
INVESTMENTS IN EQUITY AFFILIATES 214,585 21,717 22,700
OTHER ASSETS 268,140 222,791 227,109
TOTAL ASSETS $4,458,374 $4,534,973 $4,512,973
<PAGE>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Notes payable $ 62,000 $ 10,000 $ 31,000
Current portion of long-term debt 83,010 105,531 145,185
Accounts payable 306,631 298,498 288,300
Accrued liabilities
Compensation and benefits 103,977 111,218 103,188
Interest payable 30,847 30,018 32,194
Other 105,983 110,096 88,568
692,448 665,361 688,435
DEBT
Long-term debt, less current portion 1,768,527 1,583,176 1,593,348
Guarantee of ESOP debt 245,027 260,839 246,856
2,013,554 1,844,015 1,840,204
OTHER
Deferred income taxes 128,953 240,244 222,464
Other long-term liabilities 263,923 238,467 257,346
392,876 478,711 479,810
SHAREHOLDERS' EQUITY
Preferred stock - no par value; 10,000,000 shares authorized; Series D ESOP:
$.01 stated value; 6,311,734, 6,415,275, and 6,395,047 shares outstanding 284,028 288,687 287,777
Deferred ESOP benefit (245,027) (260,839) (246,856)
Series E: $.01 stated value; 862,500 shares outstanding in each period 191,466 191,471 191,466
Series F: $.01 stated value; 115,000 shares outstanding in each period 111,043 111,055 111,043
Series G: $.01 stated value; 862,500 shares outstanding in each period 176,404 176,705 176,404
Common stock - $2.50 par value; 200,000,000 shares authorized;
38,232,914, 37,967,129, and 37,987,529 shares outstanding 95,582 94,918 94,969
Retained earnings 746,000 944,889 889,721
Total shareholders' equity 1,359,496 1,546,886 1,504,524
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $4,458,374 $4,534,973 $4,512,973
SHAREHOLDERS' EQUITY PER COMMON SHARE $22.01 $27.39 $25.92
</TABLE>
<TABLE>
STATEMENTS OF LOSS (Unaudited) Boise Cascade Corporation and Subsidiaries
<CAPTION>
Three Months Ended September 30 Nine Months Ended September 30
1994 1993 1994 1993
(expressed in thousands)
<S> <C> <C> <C> <C>
REVENUES
Sales $1,089,960 $1,003,370 $3,031,510 $2,961,400
Other income, net 2,370 310 6,930 12,560
1,092,330 1,003,680 3,038,440 2,973,960
COSTS AND EXPENSES
Materials, labor, and other operating expenses 893,630 858,350 2,537,910 2,519,500
Depreciation and cost of company timber harvested 59,350 68,530 176,380 200,520
Selling and administrative expenses 99,910 80,840 285,580 241,840
1,052,890 1,007,720 2,999,870 2,961,860
EQUITY IN NET INCOME (LOSS) OF AFFILIATES (11,040) 9,410 (24,160) 11,990
INCOME FROM OPERATIONS 28,400 5,370 14,410 24,090
Interest expense (38,350) (37,690) (110,030) (112,720)
Interest income 270 260 790 1,000
Foreign exchange gain (loss) 1,280 1,710 (130) 2,030
Loss on sale of subsidiary's stock (10,200) - (10,200) -
(47,000) (35,720) (119,570) (109,690)
LOSS BEFORE INCOME TAXES (18,600) (30,350) (105,160) (85,600)
Income tax provision (benefit) 13,110 (6,120) (16,690) (32,140)
NET LOSS $ (31,710) $ (24,230) $ (88,470) $ (53,460)
NET LOSS PER COMMON SHARE
Primary $(1.19) $(.91) $(3.40) $(2.19)
Fully diluted $(1.19) $(.91) $(3.40) $(2.19)
</TABLE>
The computation of fully diluted net loss per common share was
antidilutive in each of the periods presented; therefore, the
amounts reported for primary and fully diluted loss are the same.
<TABLE>
SEGMENT INFORMATION
<CAPTION>
<S> <C> <C> <C> <C>
SEGMENT SALES
Paper and paper products $ 467,196 $ 491,586 $1,271,211 $1,444,330
Office products 246,171 171,839 649,439 502,931
Building products 434,121 390,460 1,261,553 1,142,546
Intersegment eliminations and other (57,528) (50,515) (150,693) (128,407)
$ 1,089,960 $1,003,370 $3,031,510 $2,961,400
SEGMENT OPERATING INCOME (LOSS)
Paper and paper products $ 2,273 $ (27,813) $ (81,627) $ (103,601)
Office products 10,733 8,387 31,730 27,921
Building products 34,311 30,306 113,268 126,233
Equity in net income (loss) of affiliates (11,040) 9,410 (24,160) 11,990
Corporate and other (7,877) (14,920) (24,801) (38,453)
INCOME FROM OPERATIONS $ 28,400 $ 5,370 $ 14,410 $ 24,090
</TABLE>
<TABLE>
STATEMENTS OF CASH FLOWS (Unaudited) Boise Cascade Corporation and Subsidiaries
<CAPTION>
Nine Months Ended September 30
1994 1993
(expressed in thousands)
<S> <C> <C>
CASH PROVIDED BY (USED FOR) OPERATIONS
Net loss $ (88,470) $ (53,460)
Items in loss not using (providing) cash
Equity in net (income) loss of affiliates 16,267 (3,690)
Loss on sale of subsidiary's stock 10,200 -
Depreciation and cost of company timber harvested 176,380 200,520
Deferred income tax benefit (16,724) (33,696)
Amortization and other 12,434 10,135
Gain on sales of operating assets - (8,300)
Receivables (64,813) (28,849)
Inventories 32,048 (32,968)
Accounts payable and accrued liabilities 53,699 38,201
Current and deferred income taxes 6,053 12,332
Other 5,881 (6,033)
Cash provided by operations 142,955 94,192
CASH PROVIDED BY (USED FOR) INVESTMENT
Expenditures for property and equipment (132,862) (148,452)
Expenditures for timber and timberlands (4,256) (3,699)
Investment in equity affiliates (32,068) 298
Purchases of facilities (78,428) -
Sales of operating assets - 23,992
Other (47,825) 10,142
Cash used for investment (295,439) (117,719)
CASH PROVIDED BY (USED FOR) FINANCING
Cash dividends paid
Common stock (17,109) (17,077)
Preferred stock (40,449) (26,948)
(57,558) (44,025)
Notes payable 31,000 6,000
Additions to long-term debt 247,335 58,650
Payments of long-term debt (56,207) (293,849)
Issuance of preferred stock - 287,760
Other 2,221 (1,676)
Cash provided by financing 166,791 12,860
INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS 14,307 (10,667)
BALANCE AT THE BEGINNING OF THE YEAR 21,309 20,332
BALANCE AT SEPTEMBER 30 $ 35,616 $ 9,665
</TABLE>
NOTES TO FINANCIAL STATEMENTS
These statements are unaudited financial statements and should be
read in conjunction with the 1993 Annual Report of the Company.
On September 29, 1994, the Company's Canadian subsidiary, Rainy
River Forest Products Inc. ("Rainy River"), agreed to the sale of
C$420,000,000 units of common stock and debentures in an initial
public offering, primarily in Canada, and US$110,000,000 of
senior secured notes in a public offering in the United States.
The sale was completed October 13, 1994. The equity securities
were sold at a premium to the net book value of the Canadian
company, but the translation into U.S. dollars and other costs of
the transaction resulted in a charge to the Company of $6,800,000
after tax, or 18 cents per fully diluted common share, in the
third quarter 1994. In addition, recognition by the Company of a
noncash charge for U.S. taxes on previously undistributed
Canadian earnings amounted to $20,200,000, or 53 cents per fully
diluted common share.
Boise Cascade holds approximately 60% of Rainy River's economic
equity, but only 49% of its voting equity. Since the Company
will no longer exercise control, Rainy River has been accounted
for on the equity method retroactive to January 1, 1994, in the
Company's consolidated financial statements. In the Company's
Statements of Income (Loss) for the three months and nine months
ended September 30, 1994, Rainy River's results of operations are
included in "Equity in net income (loss) of affiliates." Equity
in net income and losses of other affiliates has also been
reclassified for all periods presented.
Results for the third quarter of 1993 included a net pretax gain
of $5,300,000, or 9 cents per fully diluted common share after
tax, which was primarily attributable to an asset sale.
Effective as of January 1, 1993, the Company adopted Financial
Accounting Standards Board requirements that govern the way
deferred taxes are calculated and reported. Adoption of these
requirements entailed a one-time adjustment that had no effect on
the Company's first quarter 1993 net loss.
In the second quarter of 1993, the Canadian federal government
reduced the statutory tax rate applicable to the Company. In the
third quarter of 1993, the U.S. federal government increased the
statutory rate. In accordance with the provisions of the adopted
accounting standard, net deferred tax liabilities are adjusted
when rate changes are adopted. The one-time second-quarter
adjustment resulted in a benefit of $5,020,000, or 13 cents per
fully diluted common share, and the third-quarter adjustment
resulted in a charge of $7,120,000, or 19 cents per fully diluted
share.
The estimated tax rate for the first nine months of 1994,
exclusive of the impact of the charge for U.S. taxes on
previously undistributed earnings, was 35%, compared with an
estimated rate of 40%, for the first three months and six months
of 1994 and a rate of 40%, exclusive of the impact of the
adjustments to net deferred tax liabilities, for the first nine
months of 1993. The decrease in the benefit rate was due
primarily to reflecting the 1994 results of operations of Rainy
River, including the tax effect, in "Equity in net income (loss)
of affiliates." These rates were based on actual year-to-date
results and projected results for the remainder of the year.
During the first quarter of 1993, the Company sold its interest
in a specialty paper producer at a pretax gain of $8,644,000, or
14 cents per fully diluted common share after taxes.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The data schedule contains summary financial information extracted from Boise
Cascade Corporation's Balance Sheet at September 30, 1994, and from its
Statement of Loss for the nine months ended September 30, 1994. The
information presented is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 30,644
<SECURITIES> 4,972
<RECEIVABLES> 393,530
<ALLOWANCES> 2,155
<INVENTORY> 397,519
<CURRENT-ASSETS> 1,071,133
<PP&E> 4,930,509
<DEPRECIATION> 2,025,993
<TOTAL-ASSETS> 4,458,374
<CURRENT-LIABILITIES> 692,448
<BONDS> 2,013,554
<COMMON> 95,582
0
762,941
<OTHER-SE> 500,973
<TOTAL-LIABILITY-AND-EQUITY> 4,458,374
<SALES> 3,031,510
<TOTAL-REVENUES> 3,038,440
<CGS> 2,714,290
<TOTAL-COSTS> 2,999,870
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 110,030
<INCOME-PRETAX> (105,160)
<INCOME-TAX> (16,690)
<INCOME-CONTINUING> (88,470)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (88,470)
<EPS-PRIMARY> (3.40)
<EPS-DILUTED> (3.40)
</TABLE>
