BOISE CASCADE CORP
SC 13G/A, 2000-07-07
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. 2)*


                            Boise Cascade Corporation
                                (Name of Issuer)

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

                                    097383103
                                 (CUSIP Number)


                                  June 30, 2000
             (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>

USIP NO. 097383103             13G                          Page 2 of 9 pages

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            2,381,820 shares
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          5,415,150 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       2,871,860 shares

                    8  SHARED DISPOSITIVE POWER

                       6,624,250 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         9,496,110 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

    16.6%

12  TYPE OF REPORTING PERSON

    IA, OO


<PAGE>

CUSIP NO. 097383103                  13G                    Page 3 of 9 pages

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          609,125 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       None

                    8  SHARED DISPOSITIVE POWER

                       1,818,225 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,818,225 shares

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

                                                    [ ]

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    3.2%

12  TYPE OF REPORTING PERSON

    IA, OO

<PAGE>

CUSIP NO. 097383103             13G                      Page 4 of 9 pages

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          None
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       None

                    8  SHARED DISPOSITIVE POWER

                       None

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    None

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

                                                    [ ]

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    0%

12  TYPE OF REPORTING PERSON

    IA, OO

<PAGE>


CUSIP NO. 097383103                 13G                       Page 5 of 9 pages

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          4,806,025 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       None

                    8  SHARED DISPOSITIVE POWER

                       4,806,025 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         4,806,025 shares

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

                                                    [ ]

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    8.4%

12  TYPE OF REPORTING PERSON

    IA, OO

<PAGE>


                                                           Page 6 of 9 pages

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 7 of 9 pages

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>


                                                           Page 8 of 9 pages

                                   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.

July 7, 2000

FORSTMANN-LEFF ASSOCIATES, LLC



By:      /s/ Daniel Yu
                                                              Daniel Yu
         Chief Financial Officer,
         Treasurer and Secretary


FLA ASSET MANAGEMENT, LLC


By:      /s/ Daniel Yu
             Daniel Yu
         Chief Financial Officer,
         Treasurer and Secretary


FLA ADVISERS L.L.C.


By:      /s/ Joseph Sullivan
             Joseph Sullivan
         Chief Financial Officer


STAMFORD ADVISERS LLC


By:      /s/ Daniel Yu
             Daniel Yu
         Chief Financial Officer,
         Treasurer and Secretary

<PAGE>

                                                           Page 9 of 9 pages
                                                           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.


July 7, 2000

FORSTMANN-LEFF ASSOCIATES, LLC


By:      /s/ Daniel Yu
         Daniel Yu
         Chief Financial Officer,
         Treasurer and Secretary


FLA ASSET MANAGEMENT, LLC


By:      /s/ Daniel Yu
         Daniel Yu
         Chief Financial Officer,
         Treasurer and Secretary


FLA ADVISERS L.L.C.


By:      /s/ Joseph Sullivan
         Joseph Sullivan
         Chief Financial Officer


STAMFORD ADVISERS LLC


By:      /s/ Daniel Yu
         Daniel Yu
         Chief Financial Officer,
         Treasurer and Secretary


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