UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 10 - Q
(X) Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the Quarterly Period Ended June 30, 1997
( ) 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 Street
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 July 31, 1997
Common stock, $2.50 par value 55,606,454
<PAGE>
PART I - FINANCIAL INFORMATION
STATEMENTS OF LOSS
BOISE CASCADE CORPORATION AND SUBSIDIARIES
(unaudited)
Item 1. Financial Statements
Three Months Ended June 30
1997 1996
(expressed in thousands,
except per share data)
Revenues
Sales $1,333,010 $1,261,510
Other income (expense), net (200) (620)
__________ __________
1,332,810 1,260,890
__________ __________
Costs and expenses
Materials, labor, and other operating expenses 1,100,500 1,057,730
Depreciation and cost of company timber
harvested 55,550 57,720
Selling and administrative expenses 168,100 139,520
__________ __________
1,324,150 1,254,970
__________ __________
Equity in net income (loss) of affiliates (1,610) 860
__________ __________
Income from operations 7,050 6,780
__________ __________
Interest expense (31,680) (32,890)
Interest income 1,740 410
Foreign exchange loss (40) (410)
Gain on subsidiary's issuance of stock - 1,590
__________ __________
(29,980) (31,300)
__________ __________
Loss before income taxes and minority interest (22,930) (24,520)
Income tax benefit (8,940) (10,180)
__________ __________
Loss before minority interest (13,990) (14,340)
Minority interest, net of income tax (2,240) (2,610)
__________ __________
Net loss $ (16,230) $ (16,950)
Net loss per common share
Primary $ (.53) $ (.55)
Fully diluted $ (.53) $ (.55)
Dividends declared per common share $ .15 $ .15
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
SEGMENT INFORMATION
BOISE CASCADE CORPORATION AND SUBSIDIARIES
(unaudited)
Three Months Ended June 30
1997 1996
(expressed in thousands)
Segment sales
Paper and paper products $ 385,500 $ 466,260
Office products 600,470 460,767
Building products 431,310 410,972
Intersegment eliminations and other (84,270) (76,489)
__________ __________
$1,333,010 $1,261,510
Segment operating income (loss)
Paper and paper products $ (18,804) $ (15,209)
Office products 24,855 24,941
Building products 17,591 6,378
Equity in net income (loss) of affiliates (1,610) 860
Corporate and other (14,982) (10,190)
__________ __________
Income from operations $ 7,050 $ 6,780
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
STATEMENTS OF INCOME (LOSS)
BOISE CASCADE CORPORATION AND SUBSIDIARIES
(unaudited)
Six Months Ended June 30
1997 1996
(expressed in thousands,
except per share data)
Revenues
Sales $2,606,620 $2,489,110
Other income (expense), net (460) 5,640
__________ __________
2,606,160 2,494,750
__________ __________
Costs and expenses
Materials, labor, and other operating expenses 2,148,520 2,025,350
Depreciation and cost of company timber
harvested 112,020 113,060
Selling and administrative expenses 331,600 275,330
__________ __________
2,592,140 2,413,740
__________ __________
Equity in net income (loss) of affiliates (1,580) 1,950
__________ __________
Income from operations 12,440 82,960
__________ __________
Interest expense (59,380) (63,450)
Interest income 3,830 750
Foreign exchange loss (50) (660)
Gain on subsidiary's issuance of stock - 2,020
__________ __________
(55,600) (61,340)
__________ __________
Income (loss) before income taxes and
minority interest (43,160) 21,620
Income tax provision (benefit) (16,830) 7,650
__________ __________
Income (loss) before minority interest (26,330) 13,970
Minority interest, net of income tax (5,110) (5,410)
__________ __________
Net income (loss) $ (31,440) $ 8,560
Net loss per common share
Primary $(1.04) $ (.23)
Fully diluted $(1.04) $ (.23)
Dividends declared per common share $ .30 $ .30
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
SEGMENT INFORMATION
BOISE CASCADE CORPORATION AND SUBSIDIARIES
(unaudited)
Six Months Ended June 30
1997 1996
(expressed in thousands)
Segment sales
Paper and paper products $ 756,054 $ 962,185
Office products 1,198,341 922,190
Building products 808,692 758,929
Intersegment eliminations and other (156,467) (154,194)
__________ __________
$2,606,620 $2,489,110
Segment operating income (loss)
Paper and paper products $ (41,471) $ 38,218
Office products 53,370 52,556
Building products 27,983 7,266
Equity in net income (loss) of affiliates (1,580) 1,950
Corporate and other (25,862) (17,030)
__________ __________
Income from operations $ 12,440 $ 82,960
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
BOISE CASCADE CORPORATION AND SUBSIDIARIES
BALANCE SHEETS
(unaudited)
ASSETS
June 30 December 31
1997 1996 1996
(expressed in thousands)
Current
Cash and cash items $ 80,538 $ 55,612 $ 40,066
Short-term investments at cost,
which approximates market 168,284 5,644 220,785
__________ __________ __________
248,822 61,256 260,851
Receivables, less allowances of
$6,030,000, $4,818,000, and
$4,911,000 516,931 495,349 476,339
Inventories 501,865 576,400 540,433
Deferred income tax benefits 60,910 59,468 53,728
Other 32,760 150,205 24,053
__________ __________ __________
1,361,288 1,342,678 1,355,404
__________ __________ __________
Property
Property and equipment
Land and land improvements 47,995 41,757 40,393
Buildings and improvements 492,006 483,043 452,578
Machinery and equipment 4,032,427 4,578,610 3,859,124
__________ __________ __________
4,572,428 5,103,410 4,352,095
Accumulated depreciation (1,967,638) (2,241,208) (1,798,349)
__________ __________ __________
2,604,790 2,862,202 2,553,746
Timber, timberlands, and timber
deposits 291,802 385,453 293,028
__________ __________ __________
2,896,592 3,247,655 2,846,774
__________ __________ __________
Investments in equity affiliates 31,566 31,142 19,430
Other assets 572,251 432,545 489,101
__________ __________ __________
Total assets $4,861,697 $5,054,020 $4,710,709
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
BOISE CASCADE CORPORATION AND SUBSIDIARIES
BALANCE SHEETS
(unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30 December 31
1997 1996 1996
(expressed in thousands)
Current
Notes payable $ 53,200 $ 88,000 $ 36,700
Current portion of long-term debt 170,720 40,654 157,304
Income taxes payable 1,788 2,517 3,307
Accounts payable 443,096 416,470 427,224
Accrued liabilities
Compensation and benefits 117,072 145,506 119,282
Interest payable 31,889 31,227 31,585
Other 151,061 132,672 157,156
__________ __________ __________
968,826 857,046 932,558
__________ __________ __________
Debt
Long-term debt, less current portion 1,513,061 1,679,880 1,330,011
Guarantee of ESOP debt 191,868 210,453 196,116
__________ __________ __________
1,704,929 1,890,333 1,526,127
__________ __________ __________
Other
Deferred income taxes 233,631 279,331 249,676
Other long-term liabilities 242,337 259,808 240,323
__________ __________ __________
475,968 539,139 489,999
__________ __________ __________
Minority interest 91,454 73,807 81,534
__________ __________ __________
Shareholders' equity
Preferred stock -- no par value;
10,000,000 shares authorized;
Series D ESOP: $.01 stated
value; 5,658,513; 6,023,932;
and 5,904,788 shares outstanding 254,633 271,077 265,715
Deferred ESOP benefit (191,868) (210,453) (196,116)
Series F: $.01 stated value;
115,000 shares outstanding 111,043 111,043 111,043
Series G: $.01 stated value;
862,500 shares outstanding 175,314 176,404 176,404
Common stock -- $2.50 par value;
200,000,000 shares authorized;
48,717,500; 48,469,108; and
48,476,366 shares outstanding 121,794 121,173 121,191
Additional paid-in capital 239,818 230,557 230,728
Retained earnings 909,786 993,894 971,526
__________ __________ __________
Total shareholders' equity 1,620,520 1,693,695 1,680,491
__________ __________ __________
Total liabilities and shareholders'
equity $4,861,697 $5,054,020 $4,710,709
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
BOISE CASCADE CORPORATION AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended June 30
1997 1996
(expressed in thousands)
Cash provided by (used for) operations
Net income (loss) $ (31,440) $ 8,560
Items in income (loss) not using (providing) cash
Equity in net (income) loss of affiliates 1,580 (1,950)
Depreciation and cost of company timber
harvested 112,020 113,060
Deferred income tax provision (benefit) (19,348) 6,785
Minority interest, net of income tax 5,110 5,410
Amortization and other 8,859 11,048
Gain on subsidiary's issuance of stock - (2,020)
Receivables (18,986) 2,538
Inventories 53,488 19,610
Accounts payable and accrued liabilities (4,389) (19,105)
Current and deferred income taxes (1,609) (51,297)
Other (3,444) 191
__________ __________
Cash provided by operations 101,841 92,830
__________ __________
Cash provided by (used for) investment
Expenditures for property and equipment (151,721) (346,449)
Expenditures for timber and timberlands (3,776) (3,668)
Investments in equity affiliates, net (15,227) (3,009)
Purchase of facilities (92,530) (139,188)
Other (17,366) 23,081
__________ __________
Cash used for investment (280,620) (469,233)
__________ __________
Cash provided by (used for) financing
Cash dividends paid
Common stock (14,474) (14,368)
Preferred stock (21,708) (22,261)
__________ __________
(36,182) (36,629)
Notes payable 16,500 71,000
Additions to long-term debt 211,000 424,693
Payments of long-term debt (14,534) (89,772)
Other (10,034) 16,898
__________ __________
Cash provided by financing 166,750 386,190
__________ __________
Increase (decrease) in cash and short-term
investments (12,029) 9,787
Balance at beginning of the year 260,851 51,469
__________ __________
Balance at June 30 $ 248,822 $ 61,256
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
Notes to Quarterly Financial Statements
(1) BASIS OF PRESENTATION. The quarterly financial 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
statements should be read together with the statements and the accom-
panying notes included in the Company's 1996 Annual Report.
The quarterly financial statements have not been audited by independent
public accountants, but in the opinion of management, all adjustments
necessary to present fairly the results for the periods have been
included. The net income (loss) for the three and six months ended
June 30, 1997 and 1996, necessarily involved estimates and accruals.
Except as may be disclosed within these "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.
(2) NET LOSS PER COMMON SHARE. Net loss per common share was determined by
dividing net loss, as adjusted, by applicable shares outstanding. For
the three and six months ended June 30, 1997, the computation of fully
diluted net loss per share was antidilutive; therefore, amounts reported
for primary and fully diluted loss were the same.
Three Months Ended Six Months Ended
June 30 June 30
1997 1996 1997 1996
(expressed in thousands)
Net income (loss)
as reported $(16,230) $(16,950) $(31,440) $ 8,560
Preferred dividends (9,584) (9,791) (19,297) (19,640)
________ ________ ________ ________
Primary and fully diluted $(25,814) $(26,741) $(50,737) $(11,080)
Average number of common
shares outstanding 48,601 48,303 48,557 48,080
Average number of common shares
if all convertible securities
were dilutive
Primary shares 55,852 55,750 55,812 55,530
Fully diluted shares 60,507 60,672 60,467 60,492
Primary and fully diluted loss includes the aggregate amount of
dividends on the Company's preferred stock, if dilutive. 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.
For the three and six months ended June 30, 1997 and 1996, primary
average shares included common shares outstanding and, if dilutive,
common stock equivalents attributable to stock options and Series G
conversion preferred stock. For the three and six months ended June 30,
1997 and 1996, common stock equivalents attributable to stock options
and the Series G conversion preferred stock were antidilutive.
Accordingly, 7,251,000 and 7,255,000 common stock equivalent shares for
the three and six months ended June 30, 1997, and 7,447,000 and
7,450,000 common stock equivalent shares for the three and six months
ended June 30, 1996, were excluded from the average number of primary
common shares.
In addition to common and common equivalent shares, fully diluted
average shares include common shares that would be issuable upon con-
version of the Company's other convertible securities, if dilutive. For
the three and six months ended June 30, 1997 and 1996, all adjustments
to arrive at the average number of fully diluted common shares were
antidilutive. Accordingly, 11,906,000 and 11,910,000 common equivalent
and other convertible shares were excluded from the average number of
fully diluted common shares for the three and six months ended June 30,
1997. For the three and six months ended June 30, 1996, 12,369,000 and
12,412,000 common equivalent shares and other convertible shares were
excluded from the average number of fully diluted common shares.
In February 1997, the Financial Accounting Standards Board issued
Statement 128, Earnings Per Share, which will be implemented in the
fourth quarter of 1997. The statement will have no impact on previously
reported fully diluted earnings per share which will be renamed diluted
earnings (loss) per share. Primary earnings (loss) per share will be
replaced with basic earnings (loss) per share which will not be
significantly different than the previously reported primary earnings
(loss) per share.
<PAGE>
(3) INVENTORIES. Inventories include the following:
June 30 December 31
1997 1996 1996
(expressed in thousands)
Finished goods and work in process $395,284 $431,917 $390,694
Logs 46,955 87,383 98,883
Other raw materials and supplies 140,886 167,850 131,631
LIFO reserve (81,260) (110,750) (80,775)
________ ________ ________
$501,865 $576,400 $540,443
(4) INCOME TAXES. The estimated tax benefit rate for the first six months
of 1997 and 1996 was 39%. The actual annual 1996 tax provision rate,
excluding the effect of not providing taxes related to "Gain on
subsidiary's issuance of stock" was 46%. The change in the rate was due
primarily to the sensitivity of the rate to lower income levels and the
mix of income sources.
(5) DEBT. On March 11, 1997, the Company signed a new revolving credit
agreement with a group of banks. The new agreement allows the Company
to borrow as much as $600 million at variable interest rates based on
customary indices and expires in June 2002. The revolving credit
agreement contains financial covenants relating to minimum net worth,
minimum interest coverage ratios, and ceiling ratios of debt to
capitalization. The new agreement replaces the Company's previous
$600 million revolving credit agreement that would have expired in
June 2000. At June 30, 1997, there were no borrowings under this
agreement. The Company's majority-owned subsidiary, Boise Cascade
Office Products Corporation ("BCOP"), signed a new revolving credit
agreement with a group of banks on June 26, 1997. The new agreement
allows BCOP to borrow as much as $450 million at variable interest rates
based on customary indices and expires in June 2001. The BCOP revolving
credit facility contains customary restrictive financial and other
covenants, including a negative pledge and covenants specifying a
minimum fixed charge coverage ratio and a maximum leverage ratio. BCOP
may, subject to the covenants contained in the credit agreement and to
market conditions, raise additional funds through the agreement and
through other external debt or equity financings in the future. The new
agreement replaces BCOP's previous $350 million revolving credit
agreement. Borrowings under BCOP's agreement were $240 million at
June 30, 1997 and $390 million at July 31, 1997. Also at June 30, 1997,
BCOP had $53.2 million of short-term borrowings outstanding.
(6) BOISE CASCADE OFFICE PRODUCTS CORPORATION. During the first six months
of 1997, BCOP, the Company's majority-owned subsidiary, made seven
acquisitions which were accounted for under the purchase method of
accounting. Accordingly, the purchase prices were allocated to the
assets acquired and liabilities assumed based upon their estimated fair
values. The initial purchase price allocations may be adjusted within
one year of the date of purchase for changes in estimates of the fair
values of assets and liabilities. Such adjustments are not expected to
be significant to results of operations or the financial position of the
Company. The excess of the purchase price over the estimated fair value
of the net assets acquired was recorded as goodwill and is being
amortized over 40 years. The results of operations of the acquired
businesses are included in BCOP's operations subsequent to the dates of
acquisition.
On January 31, 1997, BCOP acquired the stock of the contract stationer
business of The Office Stop, based in Butte, Montana. On February 28,
1997, BCOP acquired the assets of the contract stationer business of
Florida Ribbon and Carbon, based in Jacksonville, Florida. On April 17,
1997, BCOP acquired the assets of the contract stationer business of
Winter Bulk Business Suppliers, Ltd., based in Bolton, England. On
April 30, 1997, BCOP acquired the assets of the computer consumables
business of TDI, based in Raleigh-Durham, North Carolina. On May 30,
1997, BCOP acquired the assets of the computer consumables business of
Carlyle Computer Products, Ltd., based in Winnipeg, Manitoba, Canada.
On May 31, 1997, BCOP acquired the assets of the promotional products
business of OstermanAPI, Inc., based in Maumee, Ohio. In conjunction
with the acquisition of Ostermann, BCOP formed a majority-owned
subsidiary, Boise Marketing Services, Inc. ("BMSI"), of which BCOP owns
88%. BCOP's previously acquired promotional products company, OWNCO,
also became part of BMSI. In January 1997, BCOP also completed a joint
venture with Otto Versand, of which BCOP owns 50%, to direct market
office products in Europe, initially in Germany. These transactions,
including the joint venture with Otto and the formation of the majority-
owned promotional products subsidiary, were completed for cash of
$99.7 million, $2.9 million of BCOP common stock, and the recording of
$14.2 million of acquisition liabilities.
On July 7, 1997, BCOP acquired 100% of the shares of Jean-Paul Guisset,
S.A. ("JPG"), a French corporation. JPG is a direct marketer of office
products in France. The negotiated purchase price was FF850.0 million
(US$144.0 million) plus a price supplement payable in the year 2000, if
certain earnings and sales growth targets are reached. No liability has
been recorded for the price supplement as the amount of payment, if any,
is not assured beyond a reasonable doubt. Approximately FF100.0 million
(US$17.0 million) is available to be repatriated to BCOP out of existing
cash in JPG as of closing. In addition to the cash paid, BCOP recorded
$5.8 million of acquisition liabilities. The acquisition was funded by
cash flow from operations and borrowings under BCOP's revolving credit
agreement.
On February 5, 1996, BCOP completed the acquisition of 100% of the
shares of Grand & Toy Limited ("Grand & Toy") from Cara Operations
Limited (Toronto). On January 31, February 9, March 29, April 26, and
May 31, 1996, BCOP acquired businesses in New Mexico, Maine, Vermont,
Wisconsin, Washington, and Michigan. These businesses were acquired for
cash of $130.9 million, $1.6 million of BCOP's common stock, and the
recording of $19.3 million of acquisition liabilities.
Unaudited pro forma results of operations for the Company reflecting the
acquisitions, including JPG, would have been as follows. If the 1997
acquisitions had occurred on January 1, 1997, sales for the first six
months of 1997 would have increased by $100 million, net loss would have
increased $1.4 million, and primary and fully diluted loss per share
would have increased $.03. If the 1997 and 1996 acquisitions had
occurred on January 1, 1996, sales for the first six months of 1996
would have increased by $178 million, net loss would have increased $.8
million and primary and fully diluted loss per share would have
increased $.02. This unaudited pro forma financial information does not
necessarily represent the actual consolidated results of operations that
would have resulted if the acquisitions had occurred on the dates
assumed.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Three Months Ended June 30, 1997, Compared With Three Months Ended June 30,
1996
Boise Cascade Corporation's net loss for the second quarter of 1997 was
$16.2 million, compared with a net loss of $17.0 million for the second
quarter of 1996. Primary and fully diluted loss per common share for the
second quarter of 1997 was 53 cents. For the same quarter in 1996, primary
and fully diluted loss per common share was 55 cents. Sales for the second
quarter of 1997 and 1996 were $1.3 billion.
The Company's paper and paper products segment reported an operating loss of
$18.8 million in the second quarter of 1997, compared with an operating loss
of $15.2 million in the second quarter of 1996. Sales fell 17% to
$385.5 million in the second quarter of 1997 from $466.3 million in the second
quarter of 1996. The decline in results was caused by continued weak paper
prices. Average prices for all of the Company's paper grades declined from
second-quarter 1996 levels by $72 a ton, or 12%. Sales volumes for the second
quarter of 1997 were 621,000 tons, compared with 656,000 tons in the second
quarter of 1996. The Company's coated paper publication business, which was
sold November 1, 1996, contributed 68,000 tons of sales volume, $85.7 million
of sales, and $4.4 million of operating income in the second quarter of 1996.
Also during the second quarter of 1997, the Company's paper segment incurred
start-up expenses related to the initial production from the new 330,000-ton-
per-year uncoated free sheet machine in Jackson, Alabama. Sales from this
machine, which started up in late April, totaled 36,000 tons of paper in the
second quarter of 1997.
Paper segment manufacturing costs in the second quarter of 1997 were $518 per
ton compared with $594 per ton in the comparison quarter. Excluding
manufacturing costs associated with the sold coated paper publication
business, second quarter 1996 costs were $560 per ton. The decrease from
quarter to quarter was due primarily to lower fiber costs and fixed costs.
Operating income in the office products segment in the second quarter of 1997
and 1996 was $24.9 million. Net sales in the second quarter of 1997 increased
30% to $600.5 million, compared with $460.8 million in the second quarter of
1996. The growth in sales resulted primarily from acquisitions and product
line extensions. Same location sales increased 16% in the second quarter of
1997, compared with sales in the second quarter of 1996. Gross margins were
24.8% in the second quarter of 1997 relative to 26.8% in the year-ago second
quarter. The decrease in gross margins was primarily because of competitive
pressures, particularly in BCOP's national accounts business, and a weak paper
market.
Building products operating income increased from $6.4 million for the
year-ago second quarter to $17.6 million in the second quarter of 1997.
Results for the quarter just ended were stronger than those of a year ago,
largely because of improved prices for lumber and plywood. Relative to the
year-ago quarter, average prices for lumber increased 21% and plywood prices
increased 6%. Sales for the building products segment were $431.3 million in
the second quarter of 1997 up 5% compared with the $411.0 million reported in
the second quarter of 1996. Unit sales volumes in this segment were mixed,
relative to those of a year ago. Plywood unit sales volume decreased 9%,
lumber was down 11%, particleboard was down 2%, laminated veneer lumber was
flat, and I-joists were up 4%. In the engineered wood products business,
total net sales dollars increased 8% compared with last year. In the second
quarter of 1997, the Company's 47% joint venture in Barwick, Ontario, Canada,
started up a new oriented strand board facility and sold 12,000,000 square
feet of oriented strand board. The Company operates the facility and markets
the product. For the second quarter of 1997, building materials distribution
sales were up 8% from the comparison quarter. The improvement in sales
resulted primarily from the addition of three new distribution centers in 1996
and one distribution center that started up in 1997.
Interest expense was $31.7 million in the second quarter of 1997, compared
with $32.9 million in the same period last year. Capitalized interest in the
second quarter of 1997 was $3.8 million compared to $4.3 million in the second
quarter of 1996. With the start-up of the expansion of the Jackson pulp and
paper mill in April 1997, the amount of interest capitalized will decrease
significantly. The Company's debt is predominately fixed rate. Consequently,
we experience only modest changes in interest expense when market interest
rates change.
Six Months Ended June 30, 1997, Compared With Six Months Ended June 30, 1996.
The Company had a net loss of $31.4 million for the first six months of 1997,
compared with net income of $8.6 million for the first six months of 1996.
Primary and fully diluted loss per common share for the first six months of
1997 was $1.04 compared to $.23 for the first six months of the prior year.
Sales for the first six months of 1997 were $2.6 billion, compared with sales
of $2.5 billion for the same period in 1996.
The Company's paper and paper products segment had an operating loss of
$41.5 million for the first six months of 1997 compared with income of $38.2
million in the same period of the prior year. Sales decreased 21% to $756.1
million for the six months ended June 30, 1997, compared with sales of $962.2
million in the same period of last year. The decline was caused by continued
weak paper prices. Average prices for all of the Company's paper grades
decreased by $125 a ton, or 20%, during the first six months of 1997, compared
with a year ago. Sales volumes for the first six months of 1997 were
1,255,000 tons. This compares to 1,258,000 tons in 1996. The Company's
coated paper publication business, which was sold November 1, 1996,
contributed 134,000 tons of sales volume, $175.8 million of sales, and
$23.2 million of operating income in the first six months of 1996.
Paper segment manufacturing costs for the first six months of 1997 were $514
per ton compared with $593 per ton in the comparison period. Excluding
manufacturing costs associated with the sold coated paper publication
business, year-to-date 1996 costs were $560 per ton. The decrease is
primarily due to lower fiber costs and lower fixed costs.
Office products segment income for the first six months of 1997 was
$53.4 million compared with $52.6 million in 1996. Segment sales were up 30%
in 1997 to $1.2 billion compared to $922.2 million in 1996. Same location
sales increased 14% year to year. Gross margins were 25.0% and 26.7% for the
first six months of 1997 and 1996. In the first half of 1996, paper costs to
BCOP were declining rapidly from the peak reached late in 1995, which raised
BCOP's gross margin in the first half of 1996. Paper costs were more stable
and significantly lower in the first half of 1997. Sales growth in
technology-related products and competitive pressures on gross profits also
contributed to the lower gross profit level in the first half of 1997.
Operating income for the Company's Building Products segment was $28.0 million
in 1997, compared to $7.3 million in 1996. The increase was largely because of
rising plywood and lumber prices. Plywood prices were up 5% from the prior
year, while lumber prices were up 22%. Segment sales increased 7% to
$808.7 million in the first six months of 1997, compared to $758.9 million in
the first six months of 1996. Compared to the prior year, plywood sales
volumes were down 6%, lumber sales volumes were down 8%, particleboard volumes
were flat, laminated veneer lumber sales volumes were up 18%, and I-joists
sales volumes were up 8%. In the engineered wood products business, total net
sales dollars increased 15% compared with the prior year. In the second
quarter of 1997 the Company's 47% owned joint venture in Barwick, Ontario,
Canada, started up a new oriented strand board facility and sold 12,000,000
square feet of oriented strand board. The Company operates the facility and
markets the product. Building materials distribution sales were up 12%. The
increase in sales resulted primarily from the addition of three new
distribution centers in 1996 and one distribution center that started up in
1997.
Interest expense was $59.4 million for the first six months of 1997, compared
with $63.5 million in the same period last year. However, capitalized
interest was $10.2 million in 1997, compared with $7.2 million in 1996. The
increase was due primarily to the expansion of the Jackson pulp and paper
mill. With the start-up of the expansion in April 1997, the amount of
interest capitalized will decrease significantly.
Total long- and short-term debt outstanding was $1.9 billion at June 30, 1997,
compared with $1.7 billion at December 31, 1996.
Financial Condition
At June 30, 1997, the Company had working capital of $392.5 million. Working
capital was $485.6 million at June 30, 1996, and $422.8 million at
December 31, 1996. Cash provided by operations was $101.8 million for the
first six months of 1997, compared with $92.8 million for the same period in
1996.
On March 11, 1997, the Company signed a new revolving credit agreement with a
group of banks. The new agreement allows the Company to borrow as much as
$600 million at variable interest rates based on customary indices and expires
in June 2002. The Company's revolving credit agreement contains financial
covenants relating to minimum net worth, minimum interest coverage ratios, and
ceiling ratios of debt to capitalization. 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 new agreement
replaces the Company's previous $600 million revolving credit agreement that
would have expired in June 2000. At June 30, 1997, there were no borrowings
under the new agreement.
On June 26, 1997, BCOP signed a new revolving credit agreement with a group of
banks. The new agreement allows BCOP to borrow as much as $450 million at
variable interest rates based on customary indices and expires in June 2001.
As of June 30, 1997, borrowings under the agreement totaled $240 million and
$390 million at July 31, 1997. The BCOP revolving credit facility contains
customary restrictive financial and other covenants, including a negative
pledge and covenants specifying a minimum fixed charge coverage ratio and a
maximum leverage ratio. BCOP may, subject to the covenants contained in the
credit agreement and to market conditions, raise additional funds through the
agreement and through other external debt or equity financings in the future.
This agreement replaced BCOP's $350 million revolving credit agreement. Also
at June 30, 1997, BCOP had $53.2 million of short-term borrowings outstanding.
At June 30, 1997, the Company and BCOP met all of the financial covenants
related to their debt.
Capital expenditures for the first six months of 1997 and 1996 were
$270.3 million and $510.9 million. Capital expenditures for the year ended
December 31, 1996, were $832.2 million. The decrease in capital expenditures
is primarily due to nearing completion of the Jackson pulp and paper mill
expansion and lower acquisition spending by BCOP.
An expanded discussion and analysis of financial condition is presented on
pages 18 and 19 of the Company's 1996 Annual Report under the captions
"Financial Condition" and "Capital Investment."
Market Conditions
The Company's paper business is expected to post stronger results in the
second half of 1997. Paper industry fundamentals have strengthened recently,
and operating rates for the Company's key grades have been rising. In
addition, the start-up in April of the 330,000 tons-per-year uncoated free
sheet paper machine at Jackson, Alabama, should lead to a positive swing in
paper segment performance, as the facility exits the market pulp business and
produces more uncoated free sheet paper.
BCOP should likewise record stronger second-half results, as sales continue to
grow, paper prices gradually rise, and recently won national accounts mature.
The building products business should also perform well, with growing volumes
from new engineered wood products operations.
New Accounting Standard
In February 1997, the Financial Accounting Standards Board issued Statement
128, Earnings Per Share, which will be implemented in the fourth quarter of
1997. The statement will have no impact on previously reported fully diluted
earnings (loss) per share which will be renamed diluted earnings (loss) per
share. Primary earnings (loss) per share will be replaced with basic earnings
(loss) per share which will not be significantly different than the previously
reported primary earnings (loss) per share.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the Company's annual report on Form 10-K for the year
ended December 31, 1996, for information concerning legal proceedings.
As reported in the Company's 1996 Form 10-K, on March 12, 1996, a lawsuit
purporting to be a nationwide class action was filed against the Company in
the Fourth Judicial District Court, Ada County, Idaho. This lawsuit alleges,
among other allegations, that hardboard siding manufactured by the Company,
which was used as exterior cladding for buildings, was inherently defective.
The purported class, which has not been certified, is alleged to consist of
all owners of buildings or structures in the United States on which hardboard
siding manufactured by the Company is installed. The District Court is
expected to decide the issue of class certification sometime between September
and December 1997. The Complaint seeks, among other items, to declare the
Company financially responsible for the repair and replacement of all such
siding, to make restitution to the class members, and to award each class
member compensatory and punitive damages. The Company discontinued
manufacturing the hardboard siding product which is the subject of this
litigation in 1984. The Company believes that there are valid factual and
legal defenses to this case and will vigorously defend all claims asserted by
the Plaintiffs.
In May 1997, the Company, together with two other potentially responsible
parties, negotiated a consent decree with the U.S. Environmental Protection
Agency, Region IV, to implement a remedy for environmental contamination at
the THAN National Priorities List Site near Albany, Georgia. The total
remedial cost is estimated at $2.5 million, of which 80-85% will be the
Company's approximate share. The Company had previously reserved for this
cost.
The Company is involved in other litigation and administrative proceedings
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, including that described in
the preceding paragraphs, would not materially affect its financial condition
or operations.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior 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 June 30, 1997, there were no borrowings under
the agreement.
Item 4. Submission of Matters to a Vote of Security Holders
Results of the Company's annual shareholder meeting on April 18, 1997, were
reported in the Company's first quarter Form 10-Q.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Required exhibits are listed in the Index to Exhibits and are
incorporated by reference.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended
June 30, 1997.
<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: August 12, 1997
<PAGE>
BOISE CASCADE CORPORATION
INDEX TO EXHIBITS
Filed With the Quarterly Report on Form 10-Q
for the Quarter Ended June 30, 1997
Number Description Page Number
10 Form of Directors' Indemnification
Agreement, as revised June 1997
11 Computation of Per Share Earnings
12 Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
DIRECTORS INDEMNIFICATION AGREEMENT
AGREEMENT, effective as of ___________, 199___, between
BOISE CASCADE CORPORATION, a Delaware corporation (the
"Company"), and _____________________ (the "Indemnitee").
WHEREAS, it is essential to the Company to retain and
attract as directors the most capable persons available;
WHEREAS, Indemnitee is a director of the Company;
WHEREAS, both the Company and Indemnitee recognize the
increased risk of litigation and other claims being asserted
against directors of public companies in today's environment;
WHEREAS, basic protection against undue risk of personal
liability of directors heretofore has been provided through
insurance coverage providing reasonable protection at reasonable
cost, and Indemnitee has relied on the availability of such
coverage; but as a result of substantial changes in the market-
place for such insurance, it has become increasingly more diffi-
cult to obtain such insurance on terms providing reasonable
protection at reasonable cost;
WHEREAS, the Bylaws of the Company require the Company to
indemnify and advance expenses to its directors to the full
extent permitted by law, and the Indemnitee has been serving and
continues to serve as a director of the Company in part in
reliance on such Bylaws;
WHEREAS, in recognition of Indemnitee's need for substantial
protection against personal liability in order to enhance Indem-
nitee's continued service to the Company in an effective manner,
any inadequacy of the Company's director liability insurance
coverage, and Indemnitee's reliance on the aforesaid Bylaws and
in part to provide Indemnitee with specific contractual assurance
that the protection promised by such Bylaws will be available to
Indemnitee (regardless of, among other things, any amendment to
or revocation of such Bylaws or any change in the composition of
the Company's board of directors or acquisition transaction
relating to the Company), the Company wishes to provide in this
Agreement for the indemnification of and the advancing of ex-
penses to Indemnitee to the full extent permitted by law and as
set forth in this Agreement and, to the extent insurance is main-
tained, for the continued coverage of Indemnitee under the
Company's directors' liability insurance policies;
NOW, THEREFORE, in consideration of the premises and of
Indemnitee's continuing to serve the Company directly, or at its
request with another enterprise, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. Certain Definitions:
(a) Change in Control: shall mean a Change in Control
of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended ("Exchange Act"), or
any successor provisions, whether or not the Company is then
subject to such reporting requirement; provided that, without
limitation, such a Change in Control shall be deemed to have
occurred if:
(i) Any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its affiliates
other than in connection with the acquisition by the Company or
its affiliates of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding
securities; or
(ii) The following individuals cease for any
reason to constitute at least 66 2/3% of the number of directors
then serving: individuals who, on the date hereof, constitute
the Board and any new director (other than a director whose
initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on the date hereof
or whose appointment, election, or nomination for election was
previously so approved (the "Continuing Directors"); or
(iii) The stockholders of the Company approve a
merger or consolidation of the Company with any other corporation
or approve the issuance of voting securities of the Company in
connection with a merger or consolidation of the Company (or any
direct or indirect subsidiary of the Company) pursuant to
applicable stock exchange requirements, other than (a) a merger
or consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, at least 66 2/3%
of the combined voting power of the voting securities of the
Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or
(b) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which
no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities
acquired directly from the Company or its subsidiaries other than
in connection with the acquisition by the Company or its
subsidiaries of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding
securities; or
(iv) The stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity, at least 66 2/3% of the combined
voting power of the voting securities of which are owned by
Persons in substantially the same proportions as their ownership
of the Company immediately prior to such sale.
Notwithstanding the foregoing, any event or
transaction which would otherwise constitute a Change in Control
of the Company (a "Transaction") shall not constitute a Change in
Control of the Company for purposes of this Agreement if, in
connection with the Transaction, the Indemnitee participates as
an equity investor in the acquiring entity or any of its
affiliates (the "Acquiror"). For purposes of the preceding
sentence, the Indemnitee shall not be deemed to have participated
as an equity investor in the Acquiror by virtue of (a) obtaining
beneficial ownership of any equity interest in the Acquiror as a
result of the grant to the Indemnitee of an incentive
compensation award under one or more incentive plans of the
Acquiror (including but not limited to the conversion in
connection with the Transaction of incentive compensation awards
of the Company, if any, into incentive compensation awards of the
Acquiror), on terms and conditions substantially equivalent to
those applicable to other directors of the Company immediately
prior to the Transaction, after taking into account normal
differences attributable to job responsibilities, title, and the
like; (b) obtaining beneficial ownership of any equity interest
in the Acquiror on terms and conditions substantially equivalent
to those obtained in the Transaction by all other stockholders of
the Company; or (c) having obtained an incidental equity
ownership in the Acquiror prior to and not in anticipation of the
Transaction.
For purposes of this section, "Beneficial Owner"
shall have the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company.
(b) Claim: any threatened, pending, or completed
action, suit, or proceeding or any inquiry or investigation,
whether conducted by the Company or any other party, that Indem-
nitee in good faith believes might lead to the institution of any
such action, suit, or proceeding, whether civil, criminal,
administrative, investigative, or other.
(c) Expenses: include attorneys' fees and all other
costs, expenses, and obligations paid or incurred in connection
with investigating, defending, being a witness in, or partici-
pating in (including on appeal) or preparing to defend, be a
witness in, or participate in any Claim relating to any
Indemnifiable Event.
(d) Indemnifiable Event: any event or occurrence
related to the fact that Indemnitee is or was a director, em-
ployee, agent, or fiduciary of the Company or is or was serving
at the request of the Company as a director, officer, employee,
trustee, agent, or fiduciary of another corporation, partnership,
joint venture, employee benefit plan, trust, or other enterprise
or by reason of anything done or not done by Indemnitee in any
such capacity.
(e) Potential Change in Control: shall be deemed to
have occurred if (i) the Company enters into an agreement, the
consummation of which would result in the occurrence of a Change
in Control of the Company; (ii) the Company or any Person
publicly announces an intention to take or to consider taking
actions which if consummated would constitute a Change in Control
of the Company; (iii) any Person becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing
9.5% or more of either the then outstanding shares of common
stock of the Company or the combined voting power of the
Company's then outstanding securities; or (iv) the Board adopts a
resolution to the effect that a Potential Change in Control of
the Company has occurred.
(f) Reviewing Party: any appropriate person or body
consisting of a member or members of the Company's board of
directors or any other person or body appointed by the board
(including the special, independent counsel referred to in
Section 3) who is not a party to the particular Claim for which
Indemnitee is seeking indemnification.
(g) Voting Securities: any securities of the Company
which vote generally in the election of directors.
2. Basic Indemnification Arrangement.
(a) In the event Indemnitee was, is, or becomes a
party to or witness or other participant in or is threatened to
be made a party to or witness or other participant in a Claim by
reason of (or arising in part out of) an Indemnifiable Event, the
Company shall indemnify Indemnitee to the fullest extent per-
mitted by law as soon as practicable, but in any event no later
than 30 days after written demand is presented to the Company,
against any and all Expenses, judgments, fines, penalties, and
amounts paid in settlement (including all interest, assessments,
and other charges paid or payable in connection with or in
respect of such Expenses, judgments, fines, penalties, or amounts
paid in settlement) of such Claim. Notwithstanding anything in
this Agreement to the contrary, prior to a Change in Control,
Indemnitee shall not be entitled to indemnification pursuant to
this Agreement in connection with any Claim initiated by Indem-
nitee against the Company or any director or officer of the
Company unless the Company has joined in or consented to the
initiation of such Claim. If so requested by Indemnitee, the
Company shall advance (within two business days of such request)
any and all Expenses to Indemnitee (an "Expense Advance").
(b) Notwithstanding the foregoing, (i) the obligations
of the Company under Section 2(a) shall be subject to the condi-
tion that the Reviewing Party shall not have determined (in a
written opinion, in any case in which the special, independent
counsel referred to in Section 3 hereof is involved) that Indem-
nitee would not be permitted to be indemnified under applicable
law; and (ii) the obligation of the Company to make an Expense
Advance pursuant to Section 2(a) shall be subject to the condi-
tion that, if, when, and to the extent that the Reviewing Party
determines that Indemnitee would not be permitted to be so
indemnified under applicable law, the Company shall be entitled
to be reimbursed by Indemnitee (who hereby agrees to reimburse
the Company) for all such amounts theretofore paid, provided,
however, that if Indemnitee has commenced legal proceedings in a
court of competent jurisdiction to secure a determination that
Indemnitee should be indemnified under applicable law, any
determination made by the Reviewing Party that Indemnitee would
not be permitted to be indemnified under applicable law shall not
be binding and Indemnitee shall not be required to reimburse the
Company for any Expense Advance until a final judicial deter-
mination is made with respect thereto (as to which all rights of
appeal therefrom have been exhausted or lapsed). If there has
not been a Change in Control, the Reviewing Party shall be
selected by the board of directors, and if there has been such a
Change in Control, the Reviewing Party shall be the special,
independent counsel referred to in Section 3 hereof. If there
has been no determination by the Reviewing Party or if the
Reviewing Party determines that Indemnitee substantively would
not be permitted to be indemnified in whole or in part under
applicable law, Indemnitee shall have the right to commence
litigation in any court in the states of ____________ or Delaware
having subject matter jurisdiction thereof and in which venue is
proper seeking an initial determination by the court or
challenging any such determination by the Reviewing Party or any
aspect thereof, and the Company hereby consents to service of
process and to appear in any such proceeding. Any determination
by the Reviewing Party otherwise shall be conclusive and binding
on the Company and Indemnitee.
3. Change in Control. The Company agrees that if there is
a Change in Control of the Company (other than a Change in
Control which has been approved by a majority of the Company's
board of directors who were directors immediately prior to such
Change in Control), then with respect to all matters thereafter
arising concerning the rights of Indemnitee to indemnity payments
and Expense Advances under this Agreement or any other agreement
or Company Bylaw now or hereafter in effect relating to Claims
for Indemnifiable Events, the Company shall seek legal advice
only from special, independent counsel selected by Indemnitee and
approved by the Company (which approval shall not be unreasonably
withheld) ("Approved Counsel"). The Approved Counsel shall
(i) be located in New York City; (ii) consist of 100 or more
attorneys; (iii) be rated "a v" by Martindale-Hubbell Law
Directory; and (iv) not otherwise have performed services for the
Company within the last ten years (other than in connection with
such matters) or for the Indemnitee. The Approved Counsel may
consult with counsel admitted to the bar in the state of Delaware
in connection with all matters arising hereunder. Such Approved
Counsel, among other things, shall render its written opinion to
the Company and Indemnitee as to whether and to what extent the
Indemnitee would be permitted to be indemnified under applicable
law. The Company agrees to pay the reasonable fees of the
Approved Counsel referred to above and to fully indemnify such
counsel against any and all expenses (including attorneys' fees),
claims, liabilities, and damages arising out of or relating to
this Agreement or its engagement pursuant hereto.
4. Establishment of Trust. In the event of a Potential
Change in Control, the Company shall, upon written request by
Indemnitee, create a trust for the benefit of the Indemnitee and
from time to time upon written request of Indemnitee shall fund
such trust to the extent permitted by law in an amount sufficient
to satisfy any and all Expenses reasonably anticipated at the
time of each such request to be incurred in connection with
investigating, preparing for, and defending any Claim relating to
an Indemnifiable Event, and any and all judgments, fines, penal-
ties, and settlement amounts of any and all Claims relating to an
Indemnifiable Event from time to time actually paid or claimed,
reasonably anticipated, or proposed to be paid. The amount or
amounts to be deposited in the trust pursuant to the foregoing
funding obligation shall be determined by the Reviewing Party in
any case in which the special, independent counsel referred to
above is involved. The terms of such trust shall provide that
upon a Change in Control (i) the trust shall not be revoked or
the principal thereof invaded, without the written consent of the
Indemnitee; (ii) the trustee shall advance, within two business
days of a request by the Indemnitee, any and all Expenses to the
Indemnitee (and the Indemnitee hereby agrees to reimburse the
trust under the circumstances under which the Indemnitee would be
required to reimburse the Company under Section 2(b) of this
Agreement); (iii) the trust shall continue to be funded by the
Company in accordance with the funding obligation set forth
above; (iv) the trustee shall promptly pay to the Indemnitee all
amounts for which the Indemnitee shall be entitled to indem-
nification pursuant to this Agreement or otherwise; and (v) all
unexpended funds in such trust shall revert to the Company upon a
final determination by the Reviewing Party or a court of compe-
tent jurisdiction, as the case may be, that the Indemnitee has
been fully indemnified under the terms of this Agreement. The
trustee shall be chosen by the Indemnitee. Nothing in this
Section 4 shall relieve the Company of any of its obligations
under this Agreement.
5. Indemnification for Additional Expenses. The Company
shall indemnify Indemnitee against any and all expenses (includ-
ing attorneys' fees) and, if requested by Indemnitee, shall
(within two business days of such request) advance such expenses
to Indemnitee, which are incurred by Indemnitee in connection
with any claim asserted against or action brought by Indemnitee
for (i) indemnification or advance payment of Expenses by the
Company under this Agreement or any other agreement or Company
Bylaw now or hereafter in effect relating to Claims for Indem-
nifiable Events and/or (ii) recovery under any directors' liabil-
ity insurance policies maintained by the Company, regardless of
whether Indemnitee ultimately is determined to be entitled to
such indemnification, advance expense payment, or insurance
recovery, as the case may be.
6. Partial Indemnity, etc. If Indemnitee is entitled
under any provision of this Agreement to indemnification by the
Company for some or a portion of the Expenses, judgments, fines,
penalties, and amounts paid in settlement of a Claim but not,
however, for all of the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to
which Indemnitee is entitled. Moreover, notwithstanding any
other provision of this Agreement, to the extent that Indemnitee
has been successful on the merits or otherwise in defense of any
Claim relating in whole or in part to an Indemnifiable Event or
in defense of any issue or matter therein, including dismissal
without prejudice, Indemnitee shall be indemnified against all
Expenses incurred in connection therewith. In connection with
any determination by the Reviewing Party or otherwise as to
whether Indemnitee is entitled to be indemnified hereunder, the
burden of proof shall be on the Company to establish that
Indemnitee is not so entitled.
7. No Presumption. For purposes of this Agreement, the
termination of any claim, action, suit, or proceeding, by judg-
ment, order, settlement (whether with or without court approval),
or conviction, or upon a plea of nolo contendere or its equiva-
lent, shall not create a presumption that Indemnitee did not meet
any particular standard of conduct or have any particular belief
or that a court has determined that indemnification is not
permitted by applicable law.
8. Nonexclusivity, etc. The rights of the Indemnitee
hereunder shall be in addition to any other rights Indemnitee may
have under the Company's Bylaws or the Delaware General Corpora-
tion Law or otherwise. To the extent that a change in the
Delaware General Corporation Law (whether by statute or judicial
decision) permits greater indemnification by agreement than would
be afforded currently under the Company's Bylaws and this Agree-
ment, it is the intent of the parties hereto that Indemnitee
shall enjoy by this Agreement the greater benefits so afforded by
such change.
9. Liability Insurance. To the extent the Company main-
tains an insurance policy or policies providing directors'
liability insurance, Indemnitee shall be covered by such policy
or policies, in accordance with its or their terms, to the
maximum extent of the coverage available for any Company
director.
10. Period of Limitations. No legal action shall be
brought, and no cause of action shall be asserted by or on behalf
of the Company or any affiliate of the Company against Indem-
nitee, Indemnitee's spouse, heirs, executors, or personal or
legal representatives after the expiration of two years from the
date of accrual of such cause of action, and any claim or cause
of action of the Company or its affiliate shall be extinguished
and deemed released unless asserted by the timely filing of a
legal action within such two-year period, provided, however, that
if any shorter period of limitations is otherwise applicable to
any such cause of action, such shorter period shall govern.
11. Amendments, etc. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions hereof (whether or not similar),
nor shall such waiver constitute a continuing waiver.
12. Subrogation. In the event of payment under this
Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and shall do everything that may be
necessary to secure such rights, including the execution of such
documents necessary to enable the Company effectively to bring
suit to enforce such rights.
13. No Duplication of Payments. The Company shall not be
liable under this Agreement to make any payment in connection
with any claim made against Indemnitee to the extent Indemnitee
has otherwise actually received payment (under any insurance
policy, Bylaw, or otherwise) of the amounts otherwise
indemnifiable hereunder.
14. Binding Effect, etc. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors, assigns, includ-
ing any direct or indirect successor by purchase, merger, con-
solidation, or otherwise to all or substantially all of the
business and/or assets of the Company, spouses, heirs, and
personal and legal representatives. This Agreement shall con-
tinue in effect regardless of whether Indemnitee continues to
serve as an officer or director of the Company or of any other
enterprise at the Company's request.
15. Severability. The provisions of this Agreement shall
be severable in the event that any of the provisions hereof
(including any provision within a single section, paragraph, or
sentence) are held by a court of competent jurisdiction to be
invalid, void, or otherwise unenforceable, and the remaining
provisions shall remain enforceable to the fullest extent
permitted by law.
16. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the state
of Delaware applicable to contracts made and to be performed in
such state without giving effect to the principles of conflicts
of laws.
17. Prior Agreements. This Agreement shall supersede any
and all prior agreements executed by the Company and Indemnitee
relating to the subject matter hereof, and any and all such prior
agreements shall be null and void as of the effective date of
this Agreement.
Executed as of the date first written above.
BOISE CASCADE CORPORATION
By ____________________________
Name: George J. Harad
Title: Chairman of the Board &
Chief Executive Officer
INDEMNITEE
_______________________________
[Name]
<TABLE>
Boise Cascade Corporation
Computation of Per Share Earnings
<CAPTION>
Three Months Ended June 30 Six Months Ended June 30
1997 1996 1997 1996
(expressed in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Net income (loss) as reported $(16,230) $(16,950) $(31,440) $ 8,560
Preferred dividends (9,584) (9,791) (19,297) (19,640)
Primary loss (25,814) (26,741) (50,737) (11,080)
Assumed conversions:
Preferred dividends eliminated 6,882 10,496 13,892 14,235
Supplemental ESOP contribution (2,988) (3,148) (6,067) (6,343)
Fully diluted loss $(21,920) $(19,393) $(42,912) $ (3,188)
Average number of common shares
Primary 48,601 48,303 48,557 48,080
Fully diluted 60,507 60,672 60,467 60,492
Net loss per common share
Primary $ (.53) $ (.55) $ (1.04) $ (.23)
Fully diluted(1) $ (.36) $ (.32) $ (.71) $ (.05)
(1) Because the computation of fully diluted loss per common share was
antidilutive, the fully diluted loss per common share reported for the
three and six months ended June 30, 1997 and 1996, was the same as primary
loss per common share.
</TABLE>
<TABLE>
BOISE CASCADE CORPORATION AND SUBSIDIARIES
Ratio of Earnings to Fixed Charges
<CAPTION>
Six Months
Year Ended December 31 Ended June 30
1992 1993 1994 1995 1996 1996 1997
(dollar amounts expressed in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest costs $ 191,026 $ 172,170 $ 169,170 $ 154,469 $ 146,234 $ 72,460 $ 67,640
Interest capitalized during
the period 3,972 2,036 1,630 3,549 17,778 7,200 10,223
Interest factor related to
noncapitalized leases(1) 7,150 7,485 9,161 8,600 12,982 6,258 6,139
_________ _________ _________ _________ _________ _________ _________
Total fixed charges $ 202,148 $ 181,691 $ 179,961 $ 166,618 $ 176,994 $ 85,918 $ 84,002
Income (loss) before
income taxes and minority
interest $(252,510)$(125,590) $ (64,750) $ 589,410 $ 31,340 $ 21,620 $ (43,160)
Undistributed (earnings)
losses of less than 50%
owned persons, net of
distributions received (2,119) (922) (1,110) (36,861) (1,290) (300) 1,581
Total fixed charges 202,148 181,691 179,961 166,618 176,994 85,918 84,002
Less: Interest capitalized (3,972) (2,036) (1,630) (3,549) (17,778) (7,200) (10,223)
Guarantee of interest
on ESOP debt (23,380) (22,208) (20,717) (19,339) (17,874) (9,010) (8,260)
_________ _________ _________ _________ _________ _________ _________
Total earnings (losses)
before fixed charges $ (79,833)$ 30,935 $ 91,754 $ 696,279 $ 171,392 $ 91,028 $ 23,940
Ratio of earnings to
fixed charges(2) - - - 4.18 - 1.06 -
(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 $281,981,000,
$150,756,000, $88,207,000, and $5,602,000 for the years ended December 31, 1992, 1993, 1994, and
1996 and $60,062,000 for the six months ended June 30, 1997.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The data schedule contains summary financial information extracted from Boise
Cascade Corporation's Balance Sheet at June 30, 1997, and from its Statement
of Income for the six months ended June 30, 1997. The information presented
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 80,538
<SECURITIES> 168,284
<RECEIVABLES> 516,931
<ALLOWANCES> 6,030
<INVENTORY> 501,865
<CURRENT-ASSETS> 1,361,288
<PP&E> 4,864,230
<DEPRECIATION> 1,967,638
<TOTAL-ASSETS> 4,861,697
<CURRENT-LIABILITIES> 968,826
<BONDS> 1,704,929
0
540,990
<COMMON> 121,794
<OTHER-SE> 957,736
<TOTAL-LIABILITY-AND-EQUITY> 4,861,697
<SALES> 2,606,620
<TOTAL-REVENUES> 2,606,160
<CGS> 2,260,540
<TOTAL-COSTS> 2,592,140
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 59,380
<INCOME-PRETAX> (43,160)
<INCOME-TAX> (16,830)
<INCOME-CONTINUING> (31,440)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (31,440)
<EPS-PRIMARY> (1.04)
<EPS-DILUTED> (1.04)
</TABLE>
