BOISE CASCADE CORP
SC 13G/A, 2000-02-14
PAPER MILLS
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                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934

                               (Amendment No. 1)*


                            Boise Cascade Corporation
                                (Name of Issuer)

                          COMMON STOCK, $2.50 PAR VALUE
                         (Title of Class of Securities)

                                    097383103
                                 (CUSIP Number)


                                December 31, 1999
             (Date of Event Which Requires Filing of This Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

                                                     [x]      Rule 13d-1(b)
                                                     [ ]      Rule 13d-1(c)
                                                     [ ]      Rule 13d-1(d)

    *The  remainder  of this  cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

    The  information  required in the  remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).

<PAGE>

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   Forstmann-Leff Associates, LLC
   52-2169043

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a) [ ]

                                                (b) [ ]


3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION

   Delaware


                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            2,003,670 shares
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          3,087,550 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       2,323,501 shares

                    8  SHARED DISPOSITIVE POWER

                       4,248,350 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         6,571,851  shares  (includes  shares  beneficially  owned by FLA  Asset
         Management, LLC, Stamford Advisers LLC and FLA Advisers L.L.C.)

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES

                                                    [ ]

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    11.5%

12  TYPE OF REPORTING PERSON
    IA, OO

<PAGE>

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   FLA Asset Management, LLC
   52-2169045

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a) [ ]

                                                (b) [ ]

3  SEC USE ONLY



4  CITIZENSHIP OR PLACE OF ORGANIZATION

   Delaware


                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            None
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          387,425 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       None

                    8  SHARED DISPOSITIVE POWER

                       1,548,225 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,548,225 shares

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES

                                                    [ ]

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    2.7%

12  TYPE OF REPORTING PERSON

    IA, OO


<PAGE>

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   Stamford Advisers LLC
   13-4096659

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a) [ ]

                                                (b) [ ]

3  SEC USE ONLY

4  CITIZENSHIP OR PLACE OF ORGANIZATION

   Delaware


                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            None
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          58,300 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       None

                    8  SHARED DISPOSITIVE POWER

                       58,300 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    58,300 shares

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES

                                                    [ ]

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    0.1%

12  TYPE OF REPORTING PERSON

    IA, OO

<PAGE>



1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   FLA Advisers L.L.C.
   13-3942422

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a) [ ]

                                                (b) [ ]

3  SEC USE ONLY



4  CITIZENSHIP OR PLACE OF ORGANIZATION

   New York

                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            None
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          2,700,125 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       None

                    8  SHARED DISPOSITIVE POWER

                       2,700,125 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         2,700,125 shares (includes shares beneficially owned by
         Stamford Advisers LLC)

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES

                                                    [ ]

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    4.7%

12  TYPE OF REPORTING PERSON

    IA, OO

<PAGE>



Item 1(a)         NAME OF ISSUER:

         Boise Cascade Corporation

Item 1(b)         ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

         1111 West Jefferson Street
         P.O. Box 50
         Boise, Idaho 83728-0001

Item 2(a)         NAME OF PERSON FILING:

         See Item 1 of the cover pages attached hereto

Item              2(b)  Address  of  Principal  Business  Office,  or  if  none,
                  residence:

         590 Madison Avenue
         New York, New York  10022

Item 2(c)         CITIZENSHIP:

         See Item 4 of the cover pages attached hereto

Item 2(d)         TITLE OF CLASS OF SECURITIES:

         Common Stock, par value $2.50

Item 2(e)         CUSIP NUMBER:

         097383103

Item 3            Forstmann-Leff Associates, LLC, a Delaware limited
                  liability corporation and successor-in-interest to
                  Forstmann-Leff Associates, Inc., a New York corporation,
                  is a registered investment adviser under Section 203 of
                  the Investment Advisers Act of 1940 (the "Act").  FLA
                  Asset Management, LLC, a Delaware limited liability
                  corporation and successor-in-interest to FLA Asset
                  Management, Inc., a Delaware corporation, is a registered
                  investment adviser under the Act and a subsidiary of
                  Forstmann-Leff Associates, LLC.  FLA Advisers L.L.C., a
                  New York limited liability company, is a registered
                  investment adviser under the Act whose managing members
                  constitute a majority of the Executive Committee of the
                  Board of Mangers of Forstmann-Leff Associates, LLC.
                  Stamford Advisers LLC, a Delaware limited liability
                  corporation and successor-in-interest to Stamford
                  Advisers Corp., a New York corporation, is a registered
                  investment adviser under the Act whose parent company is
                  FLA Advisers L.L.C.



<PAGE>



Item 4            OWNERSHIP:

         (a)      Amount beneficially owned:
                  See Item 9 of the cover pages attached hereto

         (b)      Percent of Class:
                  See Item 11 of the cover pages attached hereto

         (c)  See Items 5 through 8  of the cover pages attached hereto

Item 5            OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

                  Not Applicable.

Item 6            OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
                  PERSON:

                  Various  clients of the  reporting  persons  have the right to
                  receive or the power to direct the receipt of dividends  from,
                  or the  proceeds  from the sale of, the Common  Stock of Boise
                  Cascade  Corporation.  No one client's  interest in the Common
                  Stock of Boise Cascade  Corporation  is more than five percent
                  of the total outstanding Common Stock.

Item 7            IDENTIFICATION AND CLASSIFICATION  OF THE SUBSIDIARY
                  WHICH  ACQUIRED THE SECURITY BEING REPORTED ON BY THE
                  PARENT HOLDING COMPANY:

                  Not Applicable

Item 8            IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
                  GROUP:

                  Not Applicable

Item 9            NOTICE OF DISSOLUTION OF GROUP:

                  Not Applicable

Item 10           CERTIFICATION:

                  By signing  below I certify  that, to the best of my knowledge
                  and belief, the securities referred to above were acquired and
                  are  held in the  ordinary  course  of  business  and were not
                  acquired  and are not  held  for the  purpose  of or with  the
                  effect of changing or influencing the control of the issuer of
                  the  securities  and  were  not  acquired  and are not held in
                  connection with or as a participant in any transaction  having
                  that purpose or effect.


<PAGE>



                                   SIGNATURES

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.

February 8, 2000

                                          FORSTMANN-LEFF ASSOCIATES, LLC

                                               By:  /s/ Peter A. Lusk
                                                        Peter A. Lusk
                                               Executive Vice President


                                          FLA ASSET MANAGEMENT, LLC


                                               By:      /s/ Peter A. Lusk
                                                            Peter A. Lusk
                                               Executive Vice President


                                          STAMFORD ADVISERS LLC


                                               By:  /s/ Peter A. Lusk
                                                        Peter A. Lusk
                                               Managing Member


                                          FLA ADVISERS L.L.C.


                                               By:  /s/ Peter A. Lusk
                                                        Peter A. Lusk
                                               Managing Member


<PAGE>


                                                                      Exhibit A

                                    AGREEMENT

         The undersigned,  Forstmann-Leff Associates, LLC, FLA Asset Management,
LLC, Stamford Advisers LLC and FLA Advisers L.L.C.,  agree that the statement to
which this exhibit is appended is filed on behalf of each of them.


February 8, 2000

                                            FORSTMANN-LEFF ASSOCIATES, LLC


                                            By:      /s/ Peter A. Lusk

                                            Peter A. Lusk
                                            Executive Vice President


                                            FLA ASSET MANAGEMENT, LLC


                                            By:      /s/ Peter A. Lusk

                                            Peter A. Lusk
                                            Executive Vice President


                                            STAMFORD ADVISERS LLC


                                            By:      /s/ Peter A. Lusk

                                            Peter A. Lusk
                                            Managing Member


                                            FLA ADVISERS L.L.C.


                                            By:  /s/ Peter A. Lusk
                                            Peter A. Lusk
                                            Managing Member


<PAGE>




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