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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
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BOISE CASCADE OFFICE PRODUCTS CORPORATION
(Name of Subject Company)
BOISE CASCADE OFFICE PRODUCTS CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
097403109
(CUSIP Number of Class of Securities)
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A. James Balkins III
Boise Cascade Office Products Corporation
800 West Bryn Mawr Avenue
Itasca, Illinois 60143
(630) 773-5000
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person filing statement)
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COPIES TO:
John Holleran, Esq. Robert W. Forman, Esq.
Boise Cascade Corporation Shapiro Forman & Allen LLP
1111 W. Jefferson Street 380 Madison Avenue, 25th Floor
P.O. Box 50 New York, NY 10017
Boise, ID 83728-0001 Telephone: (212) 972-4900
Telephone: (208) 384-7702 Telecopier: (212) 557-1275
Telecopier: (208) 384-6566
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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This Amendment No. 1 ("Amendment No.1") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9") originally filed on March 22, 2000, by Boise Cascade Office
Products Corporation, a Delaware corporation (the "Company"), relating to
the tender offer by Boise Cascade Corporation, a Delaware corporation
("Parent") and its wholly owned subsidiary, Boise Acquisition Corporation,
a Delaware corporation ("Purchaser"), to purchase all outstanding shares of
common stock of the Company not owned by Parent or Purchaser (the "Shares")
at a price of $16.50 per Share, net to the seller in cash, without interest
(the "Offer Price"), upon the terms and subject to the conditions set forth
in the Offer to Purchase dated March 22, 2000 (the "Offer to Purchase"),
and the related Letter of Transmittal (which, as may be amended from time
to time, together constitute the "Offer").
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
14D-9 or in the Offer to Purchase.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
ITEM 9. Material to Be Filed as Exhibits.
Due to a printing error, the Opinion of Credit Suisse First Boston
Corporation dated as of March 12, 2000, included as Annex A to the Schedule
14D-9 mailed to BCOP public shareholders, is attached hereto in order to
properly reproduce the Opinion of Credit Suisse First Boston Corporation.
The errors were typographic in nature.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: March 27, 2000
BOISE CASCADE OFFICE PRODUCTS CORPORATION
By: /s/ CHRISTOPHER MILLIKEN
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Name: Christopher Milliken
Title: President and Chief Executive Officer
Annex A
March 12, 2000
Special Committee of the Board of Directors
Boise Cascade Office Products Corporation
800 West Bryn Mawr Avenue
Itasca, Illinois 60143-1594
Dear Sirs:
You have asked us to advise you with respect to the fairness to the
stockholders of Boise Cascade Office Products Corporation (the "Company"),
other than Boise Cascade Corporation (the "Acquiror") and its affiliates,
from a financial point of view, of the consideration to be received by such
stockholders pursuant to the terms of the Agreement and Plan of Merger,
dated as of March 12, 2000 (the "Merger Agreement"), among the Company, the
Acquiror and Boise Acquisition Corporation, a Delaware Corporation, which
is a wholly owned subsidiary of the Acquiror (the "Sub"). Upon the terms
and subject to the conditions of the Merger Agreement (i) the Acquiror will
commence a tender offer (the "Offer") for all issued and outstanding shares
of common stock, par value $0.01 per share, of the Company not beneficially
owned by the Acquiror or Sub (the "Shares") at a price of $16.50 per share
in cash (the "Consideration") and (ii) following consummation of the Offer,
Sub will be merged with and into the Company (the "Merger") and each
outstanding Share not acquired in the Offer will be converted into the
right to receive the Consideration (the Offer and the Merger, together, the
"Transaction").
In arriving at our opinion, we have reviewed certain publicly available
business and financial information relating to the Company, as well as the
Merger Agreement. We have also reviewed certain other information,
including financial forecasts, provided to or discussed with us by the
Company, and have met with the Company's management to discuss the business
and prospects of the Company.
In arriving at our opinion, we have also considered certain financial and
stock market data of the Company, and we have compared those data with
similar data for other publicly held companies in businesses similar to the
Company and we have considered, to the extent publicly available, the
premiums paid in certain other going private transactions effected by a
controlling stockholder and other transactions which have recently been
proposed or effected. We also considered such other information, financial
studies, analyses and investigations and financial, economic and market
criteria which we deemed relevant.
In connection with our review, we have not assumed any responsibility for
independent verification of any of the foregoing information and have
relied on its being complete and accurate in all material respects. With
respect to the financial forecasts, we have been advised, and have assumed,
that they have been reasonably prepared on bases reflecting the best
currently available estimates and judgments of the Company's management as
to the future financial performance of the Company. In addition, we have
not been requested to make, and have not made, an independent evaluation or
appraisal of the assets or liabilities (contingent or otherwise) of the
Company, nor have we been furnished with any such evaluations or
appraisals. Our opinion is necessarily based upon information available to
us, and financial, economic, market and other conditions as they exist and
can be evaluated on the date hereof. We were not requested to, and did not,
solicit third party indications of interest in acquiring all or any part of
the Company.
We have acted as financial advisor to the Special Committee of the Board of
Directors of the Company in connection with the Transaction and will
receive a fee for our services, a significant portion of which is
contingent upon consummation of the Merger. We will also receive a fee for
rendering this opinion.
In the ordinary course of our business, we and our affiliates may actively
trade the debt and equity securities of both the Company and the Acquiror
for our and such affiliates' own accounts and for the accounts of customers
and, accordingly, may at any time hold a long or short position in such
securities.
It is understood that this letter is for the information of the Special
Committee of the Board of Directors of the Company in connection with its
consideration of the Transaction, does not constitute a recommendation to
any stockholder as to whether to tender in the Offer or how such
stockholder should vote or act on any matter relating to the Merger and is
not to be quoted or referred to, in whole or in part, in any registration
statement, prospectus or proxy statement, or in any other document used in
connection with the offering or sale of securities, nor shall this letter
be used for any other purposes, without our prior written consent.
Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Consideration to be received by the stockholders of the
Company in the Transaction is fair to such stockholders, other than the
Acquiror and its affiliates, from a financial point of view.
Very truly yours,
By: /s/ CREDIT SUISSE FIRST BOSTON CORPORATION
EXHIBIT INDEX
EXHIBIT NO.
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6. Opinion of Credit Suisse First Boston dated as of March 12, 2000,
included as Annex A to the Schedule 14D-9 mailed to BCOP public
shareholders.
