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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
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BOISE CASCADE OFFICE PRODUCTS CORPORATION
(Name of Subject Company)
BOISE CASCADE CORPORATION
BOISE ACQUISITION CORPORATION
(Name of filing persons, Offerors)
Common Stock, par value $.01 per share
(Title of Class of Securities)
097403 10 9
(CUSIP Number of Class of Securities)
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John W. Holleran
Senior Vice President
P.O. Box 50
Boise, ID 83728-0001
Telephone: (208) 384-7702
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Bidders)
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COPY TO:
Margaret A. Brown
Skadden, Arps, Slate, Meagher & Flom, LLP
One Beacon Street
Boston, MA 02108
Telephone: (617) 573-4800
Facsimile: (617) 573-4822
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$237,955,311 $47,591
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* Estimated for purposes of calculating the amount of the filing fee
only. The filing fee calculation assumes the purchase of all
12,415,735 outstanding shares not owned by Boise Cascade Corporation
at a purchase price of $16.50 per share. The transaction value also
includes the offer price of $16.50 per share multiplied by the number
of outstanding options, which is 2,005,798. The amount of the filing
fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50th of one percent of the
aggregate value of this transaction.
|X| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
<TABLE>
<S> <C> <C>
Amount previously paid: $47,591 Filing party: Boise Cascade Corporation and
Boise Acquisition Corporation
Form or registration no.: Schedule TO Date filed: March 22, 2000
</TABLE>
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|X| going-private transaction subject to Rule 13e-3.
|_| Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of a tender offer: |X|
This Amendment No. 2 ("Amendment No. 2") amends and supplements the
Tender Offer Statement on Schedule TO originally filed by Boise Cascade
Corporation, a Delaware corporation ("Parent") and its wholly owned
subsidiary, Boise Acquisition Corporation, a Delaware corporation
("Purchaser"), on March 22, 2000, as amended, relating to the tender offer
to purchase all outstanding shares of common stock, par value $0.01 per
share, of Boise Cascade Office Products Corporation (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 TO or in the Offer to Purchase.
The Offer expired at 5:00 p.m., New York City time, on April 19,
2000. Based on the final count of Boise Cascade Corporation, Shareholder
Services Department, the depositary for the Offer, approximately 11,921,355
Shares were validly tendered and not withdrawn (including Shares tendered
pursuant to a guarantee of delivery), which together with shares of common
stock of the Company already owned equal approximately 99% of the
issued and outstanding shares of common stock of the Company. Purchaser has
accepted for payment such tendered and not withdrawn Shares. In accordance
with the terms of the Offer, Purchaser has instructed the depositary to pay
promptly the Offer Price for each Share accepted for payment.
ITEM 11. Additional Information.
Item 11 is hereby amended and supplemented by incorporating by
reference therein the press release issued on April 19, 2000, a copy of
which is filed herewith as Exhibit (a)(1)(J) to the Schedule TO.
ITEM 12. Materials to be filed as Exhibits.
Item 12 is hereby amended and supplemented by adding the following:
(a)(1)(J) Press Release dated April 19, 2000.
SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: April 20, 2000
BOISE CASCADE CORPORATION
By: /s/ John W. Holleran
_______________________________
Name: John W. Holleran
Title: Senior Vice President
BOISE ACQUISITION CORPORATION
By: /s/ Karen E. Gowland
________________________________
Name: Karen E. Gowland
Title: Vice President and Secretary
INDEX TO EXHIBITS
EXHIBIT NO.
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(a)(1)(J) Press Release dated April 19, 2000.
Exhibit (a)(1)(J)
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: April 19, 2000
BOISE CASCADE CORPORATION COMPLETES TENDER OFFER FOR
MINORITY PUBLIC SHARES OF BOISE CASCADE OFFICE PRODUCTS
BOISE, Idaho - Boise Cascade Corporation (NYSE:BCC) and Boise
Acquisition Corporation, a wholly owned subsidiary of BCC, today announced
the successful completion of the cash tender offer to acquire the minority
public shares of Boise Cascade Office Products Corporation (NYSE:BOP) at
$16.50 per share.
Approximately 11,921,355 shares of BOP, or 96.0181% of the minority
shares, were tendered prior to the expiration of the tender offer at 5 p.m.,
New York City time, on Wednesday, April 19, 2000, and were accepted
for payment by Boise Acquisition Corporation. BCC has contributed its
shares of BOP stock to Boise Acquisition Corporation, giving Boise
Acquisition Corporation more than 90% of the outstanding shares and
enabling it to merge with BOP without shareholder approval. After the
merger, BOP will be the surviving corporation and will be a wholly owned
subsidiary of BCC.
Pursuant to the merger, BOP shareholders who did not tender their
shares in the tender offer and who do not seek appraisal of their shares
under Delaware law will be cashed out at $16.50 per share.
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.
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