SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. )
BOISE CASCADE OFFICE PRODUCTS CORPORATION
(Name of Subject Company)
BOISE CASCADE CORPORATION
BOISE ACQUISITION CORPORATION
(Name of filing persons, Offerors)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
097403 10 9
(CUSIP Number of Class of Securities)
JOHN W. HOLLERAN
SENIOR VICE PRESIDENT
BOISE CASCADE CORPORATION
P.O. BOX 50
BOISE, ID 83728-0001
(208) 384-6161
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
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
CALCULATION OF FILING FEE
=============================================================================
Transaction Valuation Amount of Filing Fee
-----------------------------------------------------------------------------
$ $
=============================================================================
( ) 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.
Amount previously paid: $ Filing party:
Form or registration no.: Schedule TO Date filed:
(X) 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.
( ) issuer tender offer subject to Rule 13e-4.
( ) 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: ( )
Item 12. Exhibits
Exhibit 1: press release dated March 13, 2000
SIGNATURES
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.
BOISE CASCADE CORPORATION
By: /s/ JOHN W. HOLLERAN
------------------------------
Name: John W. Holleran
Title: Senior Vice President
BOISE ACQUISITION CORPORATION
By: /s/ JOHN W. HOLLERAN
------------------------------
Name: John W. Holleran
Title: Senior Vice President
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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