SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13D-1(A)AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 4)
Under the Securities Exchange Act of 1934
Boise Cascade Office Products Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
097403-10-9
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(CUSIP Number)
John W. Holleran
Senior Vice President, Human Resources, and General Counsel
Boise Cascade Corporation
P.O. Box 50
Boise, ID 83728-0001
(208) 384-6161
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 13, 2000
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box [ ].
CUSIP NO. 097403-10-9
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
BOISE CASCADE CORPORATION
(I.R.S. EMPLOYER IDENTIFICATION NO.: 82-0100960)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
Not applicable
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
WC and/or BK
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF 53,398,724
SHARES --------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
REPORTING --------------------------------------
PERSON (9) SOLE DISPOSITIVE POWER
WITH 53,398,724
--------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-53,398,724-
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
Not applicable
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
-Approximately 81%
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(14) TYPE OF REPORTING PERSON
CO
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ITEM 4. PURPOSE OF TRANSACTION.
Boise Cascade has signed an Agreement and Plan of Merger with
Boise Cascade Office Products under which it will commence an offer to
purchase all of the publicly held shares of Boise Cascade Office Products
for $16.50 per share in cash. The previously announced proposal was
accepted by the special committee of the board of directors of Boise
Cascade Office Products. The special committee determined that the proposed
price of $16.50 per share is fair to the public stockholders and recommends
that they tender their shares pursuant to the offer.
Under the merger agreement, Boise Cascade will commence a
tender offer for the shares as soon as practicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Press release dated March 13, 2000
SIGNATURE
After reasonable inquiry and to the best knowledge and belief,
each such person certifies that the information set forth in this statement
is true, complete and correct.
BOISE CASCADE CORPORATION
Date: March 13, 2000 By: /s/ Karen E. Gowland
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Name: Karen E. Gowland, Vice President,
Associate General Counsel, and
Corporate Secretary
EXHIBIT 1
Media contact:
Michael Moser
(Office) (208) 384-6016
(Home) (208) 853-9259
Investor contact:
Vincent Hannity
(Office) (208) 384-6390
(Home) (208) 345-8141
FOR IMMEDIATE RELEASE: March 13, 2000
BOISE CASCADE'S PROPOSAL TO PURCHASE MINORITY PUBLIC SHARES
OF BOISE CASCADE OFFICE PRODUCTS FOR $16.50 PER SHARE
ACCEPTED BY BOP'S COMMITTEE OF INDEPENDENT DIRECTORS
BOISE, Idaho -- Boise Cascade Corporation (NYSE:BCC) announced
today that its proposal to acquire the minority public shares of Boise
Cascade Office Products (NYSE:BOP) for $16.50 per share in cash has been
accepted by BOP's committee of independent directors. The committee has
determined that the proposed price of $16.50 per share is fair to the
minority public shareholders and will recommend that BOP shareholders
tender their shares pursuant to Boise Cascade's offer.
Boise Cascade and Boise Cascade Office Products have signed an
Agreement and Plan of Merger, under which Boise Cascade will purchase all
of the publicly held shares of Boise Cascade Office Products for $16.50 per
share in cash. Under this agreement, Boise Cascade will commence a tender
offer for the shares as soon as practical. Success of the tender offer will
be contingent upon acquiring a majority of the shares not currently held by
Boise Cascade.
George J. Harad, chairman of the board and chief executive officer
of Boise Cascade, stated that he is very pleased that the proposal has been
accepted by the committee of independent directors. "We view the
acquisition of BOP's minority shares as an attractive investment that is
consistent with our focus on growing our distribution businesses," he said.
"We expect the proposed transaction to enhance Economic Value Added over
time."
Boise Cascade Corporation, headquartered in Boise, Idaho, is a
major distributor of office products and building materials and an
integrated manufacturer and distributor of paper and wood products. The
company also owns and manages over 2 million acres of timberland in the
United States. Visit the Boise Cascade web site at www.bc.com.
EACH BOP SHAREHOLDER WILL RECEIVE AN OFFER TO PURCHASE SHARES. THIS
DOCUMENT WILL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY.
BOISE CASCADE WILL ALSO FILE A TENDER OFFER STATEMENT WITH THE SECURITIES
AND EXCHANGE COMMISSION. THIS STATEMENT WILL CONTAIN THE OFFER TO PURCHASE
ALONG WITH OTHER IMPORTANT INFORMATION. ALL DOCUMENTS FILED WITH THE SEC
CAN BE EXAMINED FREE OF CHARGE AT THE SEC WEB SITE (http://www.sec.gov).
THEY WILL ALSO BE AVAILABLE FREE OF CHARGE BY CALLING THE BOISE CASCADE
SHAREHOLDER SERVICES DEPARTMENT AT 1-800-544-6473.
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