UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 10 - Q
(X) Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the Quarterly Period Ended June 30, 1996
( ) Transition Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the Transition Period From ___________ to _____________
Commission file number 1-13662
BOISE CASCADE OFFICE PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 82-0477390
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 West Bryn Mawr Avenue
Itasca, Illinois
60143
(Address of principal executive offices)
(Zip Code)
(630) 773-5000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares Outstanding
Class as of July 31, 1996
Common stock, $.01 par value 62,410,589
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three Months Ended June 30
1996 1995
(expressed in thousands,
except per share data)
Net sales $ 460,767 $ 305,718
Cost of sales, including purchases
from Boise Cascade Corporation
of $45,135,000 and $36,272,000 337,429 230,070
__________ __________
Gross profit 123,338 75,648
__________ __________
Selling and warehouse operating
expense 88,915 56,055
Corporate general and administrative
expense, including amounts paid to
Boise Cascade Corporation of $629,000
and $527,000 7,772 6,379
Goodwill amortization 1,678 499
__________ __________
98,365 62,933
__________ __________
Income from operations 24,973 12,715
Other income (expense), net (1,881) 630
__________ __________
Income before income taxes 23,092 13,345
Income tax expense 9,498 5,137
__________ __________
Net income $ 13,594 $ 8,208
Earnings per common share and
pro forma earnings per common share,
(based upon 62,359,936 actual average
common shares outstanding for the
three months ended June 30, 1996,
and 61,387,500 pro forma average
common shares outstanding for the
three months ended June 30, 1995) $ .22 $ .13
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Six Months Ended June 30
1996 1995
(expressed in thousands,
except per share data)
Net sales $ 922,190 $ 609,005
Cost of sales, including purchases
from Boise Cascade Corporation
of $87,730,000 and $70,736,000 675,955 461,536
__________ __________
Gross profit 246,235 147,469
__________ __________
Selling and warehouse operating
expense 176,010 110,366
Corporate general and administrative
expense, including amounts paid to
Boise Cascade Corporation of
$1,216,000 and $1,225,000 14,626 11,140
Goodwill amortization 3,058 939
__________ __________
193,694 122,445
__________ __________
Income from operations 52,541 25,024
Other income (expense), net (3,122) 873
__________ __________
Income before income taxes 49,419 25,897
Income tax expense 20,262 9,970
__________ __________
Net income $ 29,157 $ 15,927
Earnings per common share and
pro forma earnings per common share
(based upon 62,332,841 actual
average common shares outstanding
for the six months ended June 30,
1996, and 61,387,500 pro forma
average common shares outstanding
for the six months ended June 30,
1995) $ .47 $ .26
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
June 30 December 31
1996 1995 1995
(expressed in thousands)
ASSETS
Current
Cash and short-term investments $ 9,058 $ 45,132 $ 14,082
Receivables, less allowances
of $3,922,000, $1,837,000,
and $2,889,000 226,791 142,754 189,260
Inventories 123,045 83,585 112,538
Deferred income tax benefits 9,499 4,599 7,588
Other 16,677 8,790 12,705
__________ __________ __________
385,070 284,860 336,173
__________ __________ __________
Property
Land 13,488 11,779 12,411
Buildings and improvements 71,448 58,075 66,217
Furniture and equipment 115,677 93,311 102,074
Accumulated depreciation (83,010) (86,222) (91,941)
__________ __________ __________
117,603 76,943 88,761
__________ __________ __________
Goodwill, net of amortization
of $8,598,000, $4,291,000,
and $5,650,000 209,486 62,581 114,919
Other assets 6,443 4,416 4,271
__________ __________ __________
Total assets $ 718,602 $ 428,800 $ 544,124
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
June 30 December 31
1996 1995 1995
(expressed in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Notes payable $ 24,000 $ - $ -
Current portion of long-term debt 217 - -
Accounts payable
Trade and other 131,864 77,690 116,363
Boise Cascade Corporation 16,792 15,122 23,906
__________ __________ __________
148,656 92,812 140,269
__________ __________ __________
Accrued liabilities
Compensation and benefits 19,523 13,121 17,959
Income taxes payable 262 5,090 4,712
Taxes, other than income 7,782 5,400 6,813
Other 23,655 10,714 20,596
__________ __________ __________
51,222 34,325 50,080
__________ __________ __________
224,095 127,137 190,349
__________ __________ __________
Other
Deferred income taxes 3,238 2,625 2,534
Long-term debt, less current portion 100,092 - -
Other 19,700 5,149 11,824
__________ __________ __________
123,030 7,774 14,358
__________ __________ __________
Shareholders' equity
Common stock, $.01 par value,
200,000,000 shares authorized;
62,407,310, 61,387,500, and
62,292,776 shares issued and
outstanding at each period 624 614 623
Additional paid-in capital 298,192 277,348 295,615
Retained earnings 72,661 15,927 43,179
__________ __________ __________
Total shareholders' equity 371,477 293,889 339,417
__________ __________ __________
Total liabilities and
shareholders' equity $ 718,602 $ 428,800 $ 544,124
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended June 30
1996 1995
(expressed in thousands)
Cash provided by (used for) operations
Net income $ 29,157 $ 15,927
Items in income not using (providing) cash
Depreciation and amortization 11,794 7,152
Deferred income tax benefit 1,953 (422)
Receivables 2,754 (14,173)
Inventories 12,671 1,653
Other current assets 698 (1,942)
Accounts payable and accrued liabilities (24,061) 6,645
Current and deferred income taxes (8,494) 3,867
__________ __________
Cash provided by operations 26,472 18,707
__________ __________
Cash provided by (used for) investment
Expenditures for property and equipment (19,959) (9,510)
Acquisitions (130,864) (9,338)
Other, net (5,535) 1,254
__________ __________
Cash used for investment (156,358) (17,594)
__________ __________
Cash provided by (used for) financing
Sale of stock - 123,076
Notes payable 24,000 -
Additions to long-term debt 100,000 -
Net equity transactions with Boise
Cascade Corporation - (78,547)
Other, net 862 (533)
__________ __________
Cash provided by financing 124,862 43,996
__________ __________
Increase (decrease) in cash (5,024) 45,109
Balance at beginning of the period 14,082 23
__________ __________
Balance at June 30 $ 9,058 $ 45,132
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) ORGANIZATION AND BASIS OF PRESENTATION. Boise Cascade Office
Products Corporation (together with its subsidiaries, "the Company")
was operated as the Boise Cascade Office Products Distribution
Division ("the Division") of Boise Cascade Corporation ("BCC") prior
to April 1, 1995. Effective on that date, pursuant to an Asset
Transfer and Subscription Agreement between the Company and BCC, BCC
transferred to the Company (the "Transfer of Assets") substantially
all of the assets and liabilities associated with the Division, other
than $100 million of accounts receivable, in exchange for common
stock of the Company. After the transfer, BCC holds a total of
50,750,000 shares of the Company's common stock. The accompanying
historical consolidated income statements include the consolidated
results of operations of the Division.
The quarterly financial statements of the Company and its
subsidiaries have not been audited by independent public accountants,
but in the opinion of management, all adjustments necessary to
present fairly the results for the periods have been included.
Except as may be disclosed in the notes to the Financial Statements,
the adjustments made were of a normal, recurring nature. Quarterly
results are not necessarily indicative of results that may be
expected for the year. The statements have been prepared by the
Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. These quarterly
financial statements should be read together with the statements and
the accompanying notes included in the Company's 1995 Annual Report.
(2) PUBLIC OFFERINGS. On April 13, 1995, the Company completed the sale
of 10,637,500 shares of common stock at a price of $12.50 per share
in an initial public offering in the United States and in a
concurrent international offering ("the Offerings"). After the
Offerings, BCC owned 82.7% of the Company's outstanding common stock.
The net proceeds to the Company were approximately $123.1 million. A
total of $100 million of such net proceeds was used by the Company to
replace the working capital retained by BCC in the Transfer of
Assets. Of the remaining proceeds, $21.2 million was retained by the
Company and was available for general corporate purposes, and
$1.9 million was paid as a dividend to BCC.
(3) EARNINGS PER COMMON SHARE. Actual earnings per common share of $.22
and $.47 for the three and six months ended June 30, 1996, are based
upon the average number of common shares outstanding, including
common shares issued to effect acquisitions made by the Company and
shares issued as a result of stock options exercised. The unaudited
pro forma earnings per common share of $.13 and $.26 for the three
and six months ended June 30, 1995, are presented assuming the
50,750,000 common shares issued to BCC in the organization of the
Company and the 10,637,500 common shares issued in the Offerings were
issued on January 1, 1995.
(3) STOCK SPLIT. The Company effected a two-for-one split of the
Company's common stock in the form of a 100% stock dividend. Each
shareholder of record at the close of business on May 6, 1996,
received one additional share for each share held on that date. The
new shares were distributed on May 20, 1996. All references in these
financial statements to share amounts, net income per share, and
average common shares outstanding have been adjusted to reflect the
stock split.
(4) DEBT. At June 30, 1996, the Company had a $350 million revolving
credit agreement with a group of banks. Borrowing under this
agreement was $100 million. On June 5, 1996, the revolving credit
agreement was amended to extend the termination date from June 30,
1999, to June 30, 2001, and the aggregate of all commitments that can
be outstanding was increased from $225 million to $350 million. At
June 30, 1996, the Company had $24 million of short-term borrowings.
(5) TAXES. The estimated tax provision rate for the first six months of
1996 was 41.0% compared with a tax provision rate of 38.5% for the
same period in the prior year. The increase is primarily due to the
amortization of goodwill arising from certain acquisitions that is
not deductible for tax purposes.
(6) ACQUISITIONS. During the first six months of 1996, the Company
completed seven acquisitions which were accounted for under the
purchase method of accounting. Accordingly, the purchase prices were
allocated to the assets acquired and liabilities assumed based upon
their estimated fair values. The initial purchase price allocations
may be adjusted within one year of the date of purchase for changes
in estimates of the fair values of assets and liabilities. Such
adjustments are not expected to be significant to results of
operations or the financial position of the Company. The excess of
the purchase price over the estimated fair value of the net assets
acquired was recorded as goodwill and is being amortized over
40 years. The results of operations of the acquired businesses are
included in the Company's operations subsequent to the dates of
acquisition.
On February 5, 1996, the Company completed the acquisition of 100% of
the shares of Grand & Toy Limited (Grand & Toy) from Cara Operations
Limited (Toronto). The negotiated purchase price was approximately
C$140 million. In addition, the Company recorded liabilities of
approximately US$7.4 million, which are included in the recorded
purchase price of Grand & Toy, to modify activities such as
distribution, marketing, and other functions. Further adjustments to
the preliminary allocation of the purchase price may be made within
one year of the acquisition date. The acquisition was funded
primarily from borrowings under the Company's revolving credit
agreement. Grand & Toy owns and operates six office products
distribution centers and approximately 80 retail stores across
Canada.
On January 31, 1996, the Company acquired the assets of the contract
stationer business of Sierra Vista Office Products, Inc., based in
Albuquerque, New Mexico. On February 9, 1996, the Company acquired
the stock of the contract stationer businesses of Loring, Short &
Harmon, Inc., based in Portland, Maine, and McAuliffe's based in
Burlington, Vermont. On March 29, 1996, the Company acquired the
stock of the contract stationer and office furniture business of
Office Essentials based in Milwaukee, Wisconsin. On April 26, 1996,
the Company acquired the assets of the contract stationer business of
Crawford's Office Supplies based in Seattle, Washington. On May 31,
1996, the Company acquired the stock of the contract stationer
business of Zemlick Brothers, Inc., based in Kalamazoo, Michigan.
These acquisitions, including Grand & Toy, were purchased for
cash of $130.9 million, $1.6 million of the Company's common stock
issued to the sellers, and the recording of $19.3 million of
liabilities.
Unaudited pro forma results of operations, reflecting these
acquisitions, would have been as follows. If these businesses had
been acquired on January 1, 1996, sales for the first six months of
1996 would have increased to $956 million. There would have been no
change to net income and earnings per common share. If these
businesses had been acquired on January 1, 1995, the Company's sales
for the first six months of 1995 would have increased to
$744 million, net income would have decreased to $13 million, and
earnings per common share would have decreased to $.21. In the first
quarter of 1995, Grand & Toy recorded a restructuring charge.
Excluding the impact of this restructuring charge, pro forma net
income and earnings per share would have been essentially the same as
the historical amounts reported for the six months ended June 30,
1995. This unaudited pro forma financial information does not
necessarily represent the actual consolidated results of operations
that would have resulted if the acquisitions had occurred on the
dates assumed.
In the second quarter of 1996, the Company also started up office
products distribution centers in Las Vegas, Nevada, and Miami,
Florida. On July 1, 1996, the Company acquired the contract
stationer business of Pedersen Contact based in Melbourne, Australia.
At the time of announcement of this acquisition, annualized sales
were approximately US$49 million.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Second Quarter of 1996, Compared with Second Quarter of 1995
Results of Operations
Net sales in the second quarter of 1996 increased 51% to $460.8 million,
compared with $305.7 million in the second quarter of 1995. The growth in
sales resulted from increased national account business, continued growth
in direct marketing, product line extensions, and acquisitions. Excluding
the effect of acquisitions since March 31, 1995, sales increased 10% in the
second quarter of 1996 compared with sales in the second quarter of 1995.
Cost of goods sold, which includes the cost of merchandise sold and
delivery and occupancy costs, increased to $337.4 million in the second
quarter of 1996, which was 73.2% of net sales. This compares with
$230.1 million reported in the same period of the prior year, which
represented 75.3% of net sales. Gross profit as a percentage of net sales
was 26.8% and 24.7% for the second quarters of 1996 and 1995. The increase
in operating margins was due primarily to improved margins on office
papers.
Operating expense was 21.3% of net sales in the second quarter of 1996,
compared with 20.6% in the second quarter of 1995. Within the operating
expense category, selling and warehouse operating expense was 19.3% of net
sales in the second quarter of 1996, compared with 18.3% in the second
quarter of 1995. This increase was due in part to the Company's direct-
mail and international operations, which have both higher gross margins and
higher operating expenses. These operations represented a larger portion
of the Company's overall sales in the second quarter of 1996. Corporate
general and administrative expense declined to 1.7% of second quarter 1996
net sales from 2.1% of second quarter 1995 net sales.
As a result of the above factors, income from operations in the second
quarter of 1996 increased to $25.0 million compared to the Company's second
quarter 1995 operating income, which was $12.7 million. Net income in the
second quarter of 1996 increased 66% to $13.6 million, or 3.0% of net
sales, compared with $8.2 million, or 2.7% of net sales, in the same period
of the prior year.
Six Months Ended June 30, 1996, Compared with Six Months Ended
June 30, 1995
Net sales for the six months ended June 30, 1996, increased 51% to
$922.2 million, compared with $609.0 million a year ago. Same location
sales increased 14% year to year.
Cost of goods sold, which includes the cost of merchandise sold and
delivery and occupancy costs, increased to $676.0 million for the first six
months of 1996, which was 73.3% of net sales. This compares with
$461.5 million reported in the same period of the prior year, which
represented 75.8% of net sales. Gross profit as a percentage of net
sales was 26.7% and 24.2% for the first six months of 1996 and 1995.
The increase in margins was primarily the result of improved margins on
office papers.
Operating expense was 21.0% of net sales for the first six months of 1996,
compared with 20.1% in the same period of the prior year. This increase
was due in part to the Company's direct-mail and international operations,
which have both higher gross margins and higher operating expenses. These
operations represented a larger portion of the Company's overall sales in
1996. Within the operating expense category, selling and warehouse
operating expense was 19.1% of net sales in 1996, compared with 18.1% in
1995. Corporate general and administrative expense was 1.6% of net sales
for the first six months of 1996, compared with 1.8% in 1995.
As a result of the above factors, income from operations for 1996 increased
to $52.5 million, more than double the operating income of 1995, which was
$25.0 million. Net income increased 83% to $29.2 million, or 3.2% of net
sales, compared with $15.9 million, or 2.6% of net sales, in the same
period of the prior year.
Liquidity and Capital Resources
The Company's principal requirements for cash have been to fund working
capital needs, upgrade and expand its facilities at existing locations,
open new distribution centers, and make acquisitions. The funding of the
Company's strategy for growth, including acquisitions and the relocation of
several existing distribution centers into new and larger facilities, is
expected to require significant capital outlays by the Company over the
next several years.
To finance the Company's capital requirements, the Company expects to rely
upon funds from a combination of sources. The Company anticipates
continued cash flow from operations. In addition, the Company has a
$350 million revolving credit agreement that expires in 2001 and provides
for variable rates of interest based on customary indexes. The revolving
credit agreement is available for acquisitions and general corporate
purposes. It contains customary restrictive financial and other covenants,
including a negative pledge and covenants specifying a minimum net worth, a
minimum fixed charge coverage ratio, and a maximum leverage ratio. The
lending banks may terminate the revolving credit agreement and accelerate
the payment of any amounts borrowed thereunder in the event a Change of
Control (as defined) of the Company occurs. At June 30, 1996, $100 million
was outstanding under this agreement. At June 30, 1996, the Company had
$24 million of short-term borrowings.
In addition to available borrowing capacity under the terms of the
revolving credit agreement, the Company may, subject to the covenants
contained in the revolving credit agreement and to market conditions, raise
additional funds through other external debt or equity financing in the
future.
In April 1996, the Company filed a registration statement with the
Securities and Exchange Commission for additional shares of common stock.
As of June 30, 1996, the Company had 4,349,638 registered shares of common
stock to be offered from time to time in connection with acquisitions.
Net cash provided by operations for the first six months of 1996 was
$26.5 million. This was the result of $42.9 million of net income,
depreciation and amortization, and other noncash items offset by a
$16.4 million increase in working capital. Net cash used for investment in
the first six months of 1996 was $156.4 million, which included
$20.0 million of expenditures for property and equipment and $130.9 million
for acquisitions. Net cash provided by financing was $124.9 million for
the first six months of 1996, resulting primarily from borrowings made by
the Company to fund acquisitions.
Net cash provided by operations in the first six months of 1995 was
$18.7 million. This was the result of $22.7 million of net income,
depreciation and amortization, and other noncash items offset by a
$4.0 million increase in working capital. Net cash used for investment in
the first six months of 1995 was $17.6 million, which included $9.5 million
of expenditures for property and equipment and $9.3 million for
acquisitions. Net cash provided by financing was $44.0 million for the
first six months of 1995, which included $123.1 million from the sale of
stock, offset by $78.5 million of net equity transactions with Boise
Cascade Corporation.
Interest expense for the second quarter of 1996 was $1.9 million compared
with $304,000 in the second quarter of 1995. Interest expense for the
first six months of 1996 was $3.2 million compared with $304,000 in the
same period last year.
Business Cycles
The Company is a major distributor of office products, including various
office papers. In the second quarter of 1996, operating margins declined,
compared with the first quarter of 1996, because operating expenses
increased while declining sales prices for office papers held overall sales
flat. Operating expenses as a percent of sales would have been about the
same as in the first quarter of 1996 if paper prices had not decreased from
their first-quarter levels. It is uncertain to what extent or when paper
prices might significantly rise or fall and what favorable or adverse
impact those changes might have on the Company's sales and margins.
The Company's multifaceted growth strategy, including its acquisition
program, has been very successful in recent quarters. The Company believes
that this growth strategy will continue to be successful, but the year-to-
year and quarter-to-quarter results of this strategy will depend in part on
market conditions outside the Company's control. In addition, the pace of
the Company's acquisition program will reflect the extent of economically
acceptable opportunities available to the Company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the Company's annual report on Form 10-K for the year
ended December 31, 1995, for information concerning legal proceedings.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its annual shareholders meeting on April 23, 1996. A
total of 31,157,763 shares of common stock (before the effect of the
Company's two-for-one split of its common stock) were outstanding and
entitled to vote at the meeting. Of the total outstanding, 30,739,861
shares were represented at the meeting and 417,902 shares were not voted.
Shareholders cast votes for the election of the following directors whose
terms expire in 1999:
In Favor Withheld
Theodore Crumley 30,737,009 2,852
A. William Reynolds 30,736,155 3,706
Continuing in office are John B. Carley and George J. Harad, whose terms
expire in 1998, and James G. Connelly III and Peter G. Danis Jr. whose
terms expire in 1997.
The shareholders also ratified the appointment of Arthur Andersen LLP, as
the Company's independent auditors for the year 1996 with votes cast
30,703,687 for, 5,182 against, and 30,992 abstained.
The shareholders approved the Key Executive Stock Option Plan (KESOP) with
votes cast 30,634,612 for, 66,556 against, and 37,510 abstained.
The shareholders approved the Key Executive Performance Plan (KEPP) with
votes cast 30,427,717 for, 34,581 against, and 8,120 abstained. The KEPP
is a variable incentive compensation program for the Company's executive
officers and other key executives.
<PAGE>
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
A list of the exhibits required to be filed as part of this
report is set forth in the Index to Exhibits, which immediately
precedes such exhibits and is incorporated herein by this
reference.
(b) On June 10, 1996, the Company filed a Form 8-K with the
Securities and Exchange Commission to report that the Company
amended its Boise Cascade Office Products Corporation Credit
Agreement. As amended and restated, the Company may borrow up
to $350 million under this credit facility, which expires in
2001.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BOISE CASCADE
OFFICE PRODUCTS CORPORATION
As Duly Authorized Officer and
Chief Accounting Officer: /s/Darrell R. Elfeldt
Darrell R. Elfeldt
Vice President and Controller
Date: August 9, 1996
<PAGE>
BOISE CASCADE OFFICE PRODUCTS CORPORATION
INDEX TO EXHIBITS
Filed With the Quarterly Report on Form 10-Q
for the Quarter Ended June 30, 1996
Number Description Page Number
10.1 Key Executive Stock Option Plan, as amended
through April 23, 1996
10.2 Director Stock Option Plan, as amended through
April 23, 1996
27 Financial Data Schedule
BOISE CASCADE OFFICE PRODUCTS CORPORATION
KEY EXECUTIVE STOCK OPTION PLAN
(As Amended Through April 23, 1996)
<PAGE>
SECTION 1
PURPOSE
1.1 Establishment and Purpose. Boise Cascade Office
Products Corporation, a Delaware corporation (the "Company"),
hereby establishes the Boise Cascade Office Products Corporation
Key Executive Stock Option Plan (the "Plan") as a vehicle by
which a portion of the compensation of certain employees of the
Company may be provided in the form of long-term, equity-based
incentives that are designed to attract, retain, and motivate key
employees of the Company and to focus the employee's attention on
the long-term growth of the Company. Each Option issued under
this Plan is issued solely in respect of the Participant's
employment with the Company.
SECTION 2
DEFINITIONS
2.1 Act. "Act" means the Securities Exchange Act of 1934,
as amended, and any rules and regulations thereunder.
2.2 Board. "Board" means the Board of Directors of the
Company as the same may be constituted from time to time.
2.3 Compensation Committee. "Compensation Committee" means
the committee composed of members of the Board, or any successor
to such committee, who have been appointed by the Board to such
position from time to time with the purpose of making
recommendations concerning executive compensation.
2.4 Company. "Company" means Boise Cascade Office Products
Corporation, a Delaware corporation, and its subsidiaries and
their respective successors and assigns.
2.5 Disability. "Disability" means a physical or mental
impairment that prevents the Participant from performing the
duties of the employment in which the Participant was engaged
before the commencement of impairment, subject to the written
certification of a medical doctor.
2.6 Eligible Individual. "Eligible Individual" means an
employee of the Company who, by virtue of his or her position
with the Company or the nature of the services he or she provides
to the Company, has been identified by the senior management of
the Company and selected by the Compensation Committee as being
eligible for consideration to receive grant(s) of Options under
this Plan.
2.7 Fair Market Value. "Fair Market Value" means, until
the Shares are listed on the New York Stock Exchange, the fair
value of the Shares on the Grant Date as determined by the
Compensation Committee. Once the Shares are so listed, "Fair
Market Value" shall mean the closing price of a Share as reported
on the consolidated tape of the New York Stock Exchange on the
date with respect to which the Fair Market Value is being
determined. In the event there are no transactions in Shares on
the date in question, the Fair Market Value shall be determined
as of the next immediately preceding date on which there were
transactions in Shares on the New York Stock Exchange.
2.8 Grant Date. "Grant Date" means the date on which an
Option is granted under this Plan.
2.9 Exercise Price. "Exercise Price" means, for any
Option, the Fair Market Value of the Shares on the Grant Date of
such Option.
2.10 Internal Revenue Code or Code. "Internal Revenue Code"
or "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations thereunder.
2.11 Option. "Option" means an option to purchase Shares
granted in accordance with the terms of the Plan, as described
more fully in Section 4.
2.12 Participant. "Participant" means an Eligible
Individual to whom the Compensation Committee has granted an
Option under this Plan, provided such Eligible Individual has
elected to participate in the Plan by completing and submitting a
stock option agreement as contemplated by Section 3.1 hereof.
2.13 Share. "Share" means a share, duly authorized, of the
Company's common stock, $.01 par value.
SECTION 3
ELIGIBILITY
3.1 Eligibility. An individual who is an Eligible
Individual shall be eligible to receive grant(s) of Options
provided he or she signs a stock option agreement in such form as
is prescribed by the Compensation Committee from time to time for
such purposes.
SECTION 4
OPTIONS
4.1 Shares Subject to the Plan. Options may be granted to
Participants by the Company under this Plan, pursuant to
Section 4.2, in respect of authorized and unissued Shares,
provided that the aggregate number of Shares reserved for
issuance under this Plan, subject to adjustment or increase of
such number, pursuant to the provisions of Section 4.11, shall
not exceed 3,000,000 Shares. If any Shares are subject to an
Option which expires or is terminated unexercised, such Shares
shall be available for issuance with respect to subsequent
Options granted under the Plan. No fractional shares may be
purchased or issued under the Plan.
4.2 Grant of Options. An Eligible Individual may be
granted, by the Compensation Committee, an Option to purchase a
number of Shares from the Company at the Exercise Price per
Share. The number of Shares subject to an Option, those Eligible
Individuals chosen to receive Options, and the Grant Date for an
Option are matters solely within the discretion of the
Compensation Committee. The Compensation Committee shall
determine whether an Option is to be an Incentive Stock Option
(within the meaning of Section 422A of the Code) or a
nonstatutory Option. In no event shall any grant of an Incentive
Stock Option provide for such Option to be or become exercisable
in amounts in excess of $100,000 per calendar year.
4.3 Option Agreement. As determined by the Compensation
Committee, each Option shall be evidenced by a stock option
agreement that specifies:
(a) Grant price;
(b) Duration of the Option;
(c) Number of shares of Stock to which the Option
pertains;
(d) Vesting requirements, if any;
(e) Whether the Option is an incentive stock option or
a nonstatutory option;
(f) Restrictions on exercisability, if any;
(g) Rights of the Optionees upon termination of
employment with the Company, provided that the termination rights
for Optionees receiving incentive stock options shall conform
with Section 422A of the Code;
(h) The terms of the loan, if any, that will be made
available in connection with the exercise of an Option; and
(i) Such other information as the Committee deems
desirable.
No Option shall have an expiration date later than the
first day following the tenth anniversary of the date of its
grant.
4.4 Exercise of Options. Subject to any restrictions set
out in any policy of the Company that may be adopted to provide
guidelines as to when Participants and others may engage in
transactions involving securities of the Company, an Option may
be exercised by delivery to the Company of a completed stock
option exercise form, in the form approved by the Company from
time to time, specifying the number of Shares with respect to
which the Option is being exercised and accompanied by payment in
full of the Exercise Price of the Shares then being purchased in
(i) cash, (ii) Shares, (iii) a loan from the Company, or (iv)
delivery of an irrevocable written notice instructing the Company
to deliver the Shares being purchased to a broker selected by the
Company, subject to the broker's written guarantee to deliver
cash to the Company, in each case equal to the full consideration
of the Exercise Price for the Shares being purchased. Options
may be exercised in whole or in part. Certificates for such
Shares, or such other proof of purchase as is appropriate, shall
be delivered to the Participant within a reasonable time
following the receipt of such notice and payment.
4.5 Vesting of Options. The vesting of any Option shall be
determined by the Compensation Committee at the time that the
Option is granted and shall be specified in the applicable stock
option agreement.
4.6 Exercise Price. Options shall be exercised under this
Plan only at the Exercise Price.
4.7 Limit on Options to any Person. The total number of
Options to be granted to any one Participant under the Plan shall
not exceed 20% of the total number of shares authorized for
issuance pursuant to the Plan.
4.8 Options Nonassignable. Each Option is personal to the
Participant and shall not be transferable by the Participant
other than by will or the laws of descent and distribution. No
Option granted under this Plan, nor any interest therein, may be
otherwise transferred, assigned, pledged, or hypothecated by the
Participant to whom the Option was granted in such Participant's
lifetime, whether by operation of law or otherwise, or be made
subject to execution, attachment, levy, or similar process. A
Participant, by written notice to the Company, may designate one
or more persons (and from time to time change such designation),
including his or her legal representative, who, by reason of the
Participant's death, shall acquire the right to exercise all or a
portion of an Option granted under this Plan. Any exercise by a
representative shall be subject to the provisions of this Plan.
4.9 Change of Employment. Notwithstanding any other
provisions of the Plan, Options already granted shall not be
affected by any change of employment of the Participant where the
Participant continues to be employed by the Company. For
purposes of the Plan, neither (i) a transfer of a Participant to
or from the Company or to or from a subsidiary or parent or from
one subsidiary to another, or (ii) a leave of absence duly
authorized by the Company shall be deemed a termination of
employment. However, a Participant may not exercise an Option or
any applicable stock appreciation right during any leave of
absence unless authorized to do so by the Committee.
4.10 Conditions Precedent to Issuance of Shares.
Notwithstanding any of the provisions contained in the Plan or in
any Option, the Company's obligation to issue Shares to a
Participant pursuant to the exercise of an Option under the Plan
shall be subject to:
(a) Completion of such registration or other
qualification of such Shares or obtaining approval of such
governmental authority as shall be determined to be necessary or
advisable in connection with the authorization, issuance, or sale
thereof;
(b) The listing of such Shares on the New York Stock
Exchange and, if required, the preclearance of the Plan with such
Exchange;
(c) The receipt from the Participant of such
representations, agreements, and undertakings as to future
dealings in such Shares as the Company determines to be necessary
or advisable; and
(d) Such shareholder approval as may be required under
the Act, other applicable securities laws, the Code, and the New
York Stock Exchange.
In this connection, the Company shall, to the extent
necessary, take all reasonable steps to obtain such approvals,
registrations, and qualifications as may be necessary for
issuance of such Shares in compliance with applicable laws and
for the listing of such Shares on the New York Stock Exchange.
4.11 Adjustments. Subsequent to the adoption of the Plan by
the Compensation Committee, appropriate adjustments in the number
of Shares subject to the Plan, Options granted or to be granted,
Shares subject to an Option, and Exercise Price shall be made by
the Compensation Committee to give effect to adjustments in the
number of Shares resulting from subdivision, split,
consolidation, exchange, merger, recapitalization, or
reclassification of the Shares, the payment of stock dividends by
the Company (other than dividends in the ordinary course) or
other similar changes in the capital stock of the Company. The
purpose of such adjustments shall be to ensure that any
Participant exercising an Option after such change in the capital
stock of the Company shall be in the same position as he or she
would have been if he or she had exercised the Option prior to
such change, except with respect to the receipt of income on the
Shares. Fractional shares resulting from such adjustment shall
be rounded up to the nearest whole number. No adjustment shall
be made in connection with the issuance by the Company of any
warrants, rights, or options to acquire additional shares or of
securities convertible into Shares.
4.12 Acceleration of Stock Options. Notwithstanding any
other provision of this Plan, in the event of a dissolution or a
liquidation of the Company or a merger and consolidation in which
the Company is not the surviving corporation, any unexercised
Options granted prior to the date of the merger or consolidation
shall become exercisable on the day immediately preceding the
date of the merger or consolidation.
SECTION 5
EVENTS AFFECTING ENTITLEMENT
5.1 Events Affecting Entitlement to Options. If the
Participant dies, terminates employment, retires, or suffers a
Disability before Options granted to such Participant are
exercised, such Options shall expire on the date specified in the
governing stock option agreement, unless the Compensation
Committee extends, in whole or in part, the expiration date.
SECTION 6
DURATION OF THE PLAN
6.1 Duration. The Plan shall remain in effect until all
Shares subject to Options granted pursuant to the Plan have been
purchased pursuant to exercise of such Options. Notwithstanding
the foregoing, no Options may be granted pursuant to the Plan
after the tenth anniversary of the Plan's effective date.
<PAGE>
SECTION 7
PARTICIPANTS' RIGHTS
7.1 Employment. Nothing in this Plan shall interfere with
or limit in any way the right to the Company to terminate the
employment of an any Eligible Employee or Participant at any
time. Nothing in this Plan shall confer upon any employee, any
Eligible Employee, or any Participant any right to continue in
the employ of the Company, the employment of such individuals
being expressly "at will" and subject to termination at any time
in the Company's sole discretion.
7.2 Rights as Shareholders. Prior to the exercise of their
Options, Participants shall have no rights whatsoever as
shareholders in respect of any of the Shares (including, without
limitation, any right to receive dividends or other distribution
therefrom, voting rights, warrants, or rights under any rights
offering). Following the exercise of their Options, Participants
shall have the same rights with respect to the Shares as other
shareholders of like Shares.
7.3 No Extension of Rights. Participation in this Plan
shall not give any Participant any right or claim to any benefit
except to the extent provided in the Plan.
SECTION 8
VALUATION
8.1 Method of Valuation. Options granted under this Plan
shall be valued at Fair Market Value or, should it not be
possible to determine Fair Market Value as provided hereunder, in
accordance with such other valuation methodology as is determined
by the Compensation Committee from time to time to be appropriate
and which is acceptable to applicable regulatory authorities.
SECTION 9
NOTICES
9.1 Delivery. Any notice or other document to be delivered
to a Participant shall be validly sent, given, or delivered if it
is delivered by hand to the Participant or it is mailed by first
class prepaid mail to the latest address shown on the records of
the Company for the Participant.
SECTION 10
ADMINISTRATION AND TERMINATION
10.1 Administration. This Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company.
The Compensation Committee shall have full authority to
administer this Plan, including authority to interpret and
construe any provision of this Plan, to adopt such rules for
administration of this Plan as it may deem necessary or
appropriate, and to delegate duties hereunder to such persons or
entities as it deems appropriate. Decisions of the Compensation
Committee shall be final and binding on all persons who have an
interest in this Plan.
10.2 Amendment. The Compensation Committee may amend the
Plan at any time, with or without notice to the Participants,
provided, however, that no amendment shall reduce the interests
of the Participants under any Options earlier granted to a
Participant under the Plan without the written consent of the
Participants. Without approval of a majority of the Company's
shareholders, no revision or amendment shall (i) change the
number of Shares subject to this Plan (except as provided in
Section 4.11), (ii) change the designation of the class of
employees eligible to participate in the Plan, (iii) change the
Exercise Price of the Options, or (iv) materially increase the
benefits accruing to Participants under the Plan or the cost of
this Plan to the Company. Moreover, in no event may Plan
provisions be amended more than once every six months other than
to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules and
regulations thereunder. No amendment, modification, or
termination of this Plan shall in any manner adversely affect the
rights of any Participant holding Options granted under this Plan
without his or her consent.
10.3 Termination. The Company may terminate the Plan at any
time, with or without notice to the Participants, in which case
all Options granted to Participants shall vest fully in those
Participants.
10.4 Shareholder Approval and Registration Statement. This
Plan shall be approved by the Compensation Committee and
submitted to the Company's shareholders for approval. Any
Options granted under this Plan, prior to effectiveness of a
registration statement filed with the Securities and Exchange
Commission covering the Shares to be issued hereunder, shall not
be exercisable until, and are expressly conditional upon, the
effectiveness of a registration statement covering the Shares.
10.5 Expenses. The Company shall pay all costs of
administering and operating the Plan.
10.6 Records. The Company shall maintain, or cause to be
maintained, records indicating the amount credited to the
Participant's account under the Plan, from time to time, and the
number of Options granted to each Participant. Such records
shall be conclusive as to all matters involved in the
administration of the Plan.
10.7 Statements. The Company shall furnish, or cause to be
furnished, to each Participant periodical statements indicating
the vested status of his or her Options and any other information
which the Company considers to be relevant to the Participant.
Such statements shall be given at times determined by the
Company.
10.8 Tax Information Returns. The Company will issue, or
cause to be issued, to each Participant all tax information
required to be delivered under United States tax laws within the
time periods specified in those laws.
10.9 Withholding Taxes. Whenever Shares are issued on the
exercise of an Option under the Plan, the Company shall
(a) require the recipient of the Shares to remit to the Company
an amount sufficient to satisfy all withholding taxes, (b) deduct
from any cash payment pursuant to any broker-assisted option
exercise (net to optionee in cash or shares) an amount sufficient
to satisfy any withholding tax requirements, or (c) withhold from
or require surrender by the recipient, as appropriate, Shares
otherwise issuable or issued upon exercise of the Option, the
number of Shares sufficient to satisfy, to the extent permitted
under applicable law, federal and state withholding tax
requirements resulting from the exercise, provided, however, that
the Company shall not withhold or accept surrender of Shares
under this paragraph unless the recipient of the Shares has made
an irrevocable election to have Shares withheld or surrendered
for this purpose at least six months after the date of grant of
the Option and either (i) six months or (ii) within a window
period prior to the date the amount of withholding tax is
determined. The Committee may, at any time subsequent to an
election under this paragraph, disapprove the election and
require satisfaction of withholding taxes by other means
permitted under the Plan. Shares withheld or surrendered under
this paragraph shall be valued at their Fair Market Value on the
date the amount of withholding tax is determined.
10.10 Effective Date of This Plan. This Plan shall be
effective February 20, 1995, subject to approval by the
shareholder of the Company.
10.11 Law of Delaware. The Plan shall be governed by and
construed in accordance with the laws of the state of Delaware.
BOISE CASCADE OFFICE PRODUCTS CORPORATION
DIRECTOR STOCK OPTION PLAN
(As Amended Through April 23, 1996)
<PAGE>
BOISE CASCADE OFFICE PRODUCTS CORPORATION
DIRECTOR STOCK OPTION PLAN
1. PLAN ADMINISTRATION AND ELIGIBILITY
1.1 Purpose. The purpose of the Boise Cascade Office
Products Corporation (the "Company") Director Stock Option Plan
(the "Plan") is to encourage ownership of the Company's common
stock by its nonemployee directors.
1.2 Administration. This Plan shall be administered by the
Board of Directors of the Company (the "Board"). The Board shall
have full authority to administer this Plan, including authority
to interpret and construe any provision of this Plan and to adopt
such rules for administration of this Plan as it may deem neces-
sary or appropriate. Decisions of the Board shall be final and
binding on all persons who have an interest in this Plan.
1.3 Participation in the Plan. Directors of the Company
who are not employees of the Company, its parent, or any of its
subsidiaries are eligible to participate in this Plan ("Eligible
Directors").
2. STOCK SUBJECT TO THE PLAN
2.1 Number of Shares. The maximum number of shares of the
Company's $.01 par value Common Stock ("Common Stock" or
"Shares") which may be issued pursuant to options granted under
this Plan shall be 150,000 Shares, subject to adjustment as
provided in Section 4.4.
2.2 Nonexercised Shares. If any outstanding option under
this Plan for any reason expires or is terminated without having
been exercised in full, the Shares allocable to the unexercised
portion of the option shall again become available for issuance
under options granted pursuant to this Plan.
2.3 Share Issuance. Upon the exercise of an option, the
Company may issue new Shares or reissue Shares previously
repurchased by or on behalf of the Company.
3. OPTIONS
3.1 Option Grant Dates. Options shall be granted
automatically to each Eligible Director on July 31 of each year
(or, if July 31 is not a business day, on the immediately
preceding trading day) (the "Grant Date"). Any Eligible Director
first elected as a director after July 31 but prior to
December 31 in any year shall be granted an option covering the
same number of shares as options granted to other Eligible
Directors on the Grant Date immediately preceding the newly
elected director's election. The Grant Date for options granted
to newly elected directors hereunder shall be the date of such
director's election to the board, and the Option Price shall be
determined as of such Grant Date.
3.2 Option Price. The purchase price per share for the
Shares covered by each option shall be the closing price for a
share of Common Stock as reported on the composite tape by the
New York Stock Exchange on the Grant Date (the "Option Price").
3.3 Number of Option Shares. The number of Shares subject
to options granted to each participating director on each Grant
Date will be 4,000. The Board may increase or decrease this
number, not more frequently than once each year, by action taken
at least six months prior to the Grant Date for which such
increase or decrease is effective.
3.4 Director Terminations. If a director participating in
this Plan retires, resigns, dies, or otherwise terminates his or
her position on the Company's Board of Directors prior to
July 31, he or she shall not be eligible to receive a grant of an
option in the year he or she so terminates.
3.5 Written Documentation. Each grant of an option under
this Plan shall be evidenced in writing, which shall comply with
and be subject to the terms and conditions contained in this
Plan.
3.6 Nonstatutory Stock Options. Options granted under this
Plan shall not be entitled to special tax treatment under
Section 422A of the Internal Revenue Code of 1986.
3.7 Period of Option. Options may be exercised 12 months
after their Grant Date, provided, however, that options held by a
director shall be immediately exercisable upon the occurrence of
any of the events described in Section 3.11, recognizing that
Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "Act"), may limit a director's ability to resell the Shares
acquired upon the exercise until six months after the Grant Date.
No option shall be exercisable after the earlier to occur of
(a) three years from the date upon which the option holder
terminates his or her position as a director of the Company or
(b) ten years from the option's Grant Date.
3.8 Exercise of Options. Options may be exercised only by
written notice to the secretary of the Company and payment of the
exercise price in (i) cash, (ii) Shares, (iii) a loan from the
Company, or (iv) delivery of an irrevocable written notice
instructing the Company to deliver the Shares being purchased to
a broker selected by the Company, subject to the broker's written
guarantee to deliver cash to the Company, in each case equal to
the full consideration of the Option Price for the Shares which
are being exercised. Options may be exercised in whole or in
part.
3.9 Options Nontransferable. Each option granted under
this Plan shall not be transferable by the optionee other than by
will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act of 1974, as amended, and the rules
and regulations thereunder. No option granted under this Plan,
or any interest therein, may be otherwise transferred, assigned,
pledged, or hypothecated by the director to which the option was
granted during his or her lifetime, whether by operation of law
or otherwise, or be made subject to execution, attachment, or
similar process.
3.10 Exercise by Representative Following Death of Director.
A director, by written notice to the Company, may designate one
or more persons (and from time to time change such designation),
including his or her legal representative, who, by reason of the
director's death, shall acquire the right to exercise all or a
portion of an option granted under this Plan. Any exercise by a
representative shall be subject to the provisions of this Plan.
3.11 Acceleration of Stock Options. Notwithstanding
Section 3.7, in the event of a dissolution or a liquidation of
the Company or a merger and consolidation in which the Company is
not the surviving corporation, any unexercised options granted
prior to the date of the merger or consolidation shall become
exercisable immediately prior to the date of the merger or
consolidation.
3.12 Initial Grant. In addition to the grant under
Section 3.1, and notwithstanding Section 3.2, options shall be
granted to each Eligible Director to purchase 2,000 shares of
Common Stock at the initial public offering price of the Common
Stock.
4. GENERAL PROVISIONS
4.1 Effective Date of This Plan. This Plan shall be
effective February 20, 1995, subject to approval by the
shareholders of the Company.
4.2 Duration of This Plan. This Plan shall remain in
effect until all Shares subject to option grants have been pur-
chased or all unexercised options have expired. Notwithstanding
the foregoing, no options may be granted pursuant to this Plan on
or after the tenth anniversary of this Plan's effective date.
4.3 Amendment of This Plan. The Board may suspend or
discontinue this Plan or revise or amend it in any respect,
provided, however, that without approval of a majority of the
Company's shareholders no revision or amendment shall (i) change
the number of Shares subject to this Plan (except as provided in
Section 4.4), (ii) change the designation of the class of direc-
tors eligible to participate in the Plan, (iii) change the
exercise price of the options, or (iv) materially increase the
cost of this Plan to the Company. Moreover, in no event may Plan
provisions be amended more than once every six months, other than
to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules and regula-
tions thereunder. No amendment, modification, or termination of
this Plan shall in any manner adversely affect the rights of any
director holding options granted under this Plan without his or
her consent.
4.4 Changes in Shares. In the event of any merger,
consolidation, reorganization, recapitalization, stock dividend,
stock split, or other change in the corporate structure or
capitalization affecting the Shares, appropriate adjustment shall
be made in the number (including the aggregate numbers specified
in Section 2.1) and kind of Shares or other securities which are
or may become subject to options granted under this Plan prior to
and subsequent to the date of the change.
4.5 Limitation of Rights.
4.5.1 No Right to Continue as a Director. Neither
this Plan, nor the granting of an option under this Plan, nor any
other action taken pursuant to this Plan shall constitute or be
evidence of any agreement or understanding, express or implied,
that the Company will retain a director for any period of time,
or at any particular rate of compensation.
4.5.2 No Shareholders' Rights for Options. An
optionee shall have no rights as a shareholder with respect to
the Shares covered by his or her options until the date of the
issuance to him or her of a stock certificate therefor.
4.6 Assignments. The rights and benefits under this Plan
may not be assigned except as provided in Sections 3.9 and 3.10.
4.7 Notice. Any written notice to the Company required by
any of the provisions of this Plan shall be addressed to the
secretary of the Company and shall become effective when it is
received.
4.8 Shareholder Approval and Registration Statement. This
Plan shall be approved by the Board of Directors and submitted to
the Company's shareholders for approval. Any options granted
under this Plan prior to effectiveness of a registration state-
ment filed with the Securities and Exchange Commission covering
the Shares to be issued hereunder shall not be exercisable until,
and are expressly conditional upon, the effectiveness of a
registration statement covering the Shares.
4.9 Governing Law. This Plan and all determinations made
and actions taken pursuant hereto shall be governed by and
construed in accordance with the laws of the state of Delaware.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The data schedule contains summary financial information extracted from Boise
Cascade Office Products Corporation's Balance Sheet at June 30, 1996, and from
its Statement of Income for the six months ended June 30, 1996. The information
presented is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 9,058
<SECURITIES> 0
<RECEIVABLES> 226,791
<ALLOWANCES> 3,922
<INVENTORY> 123,045
<CURRENT-ASSETS> 385,070
<PP&E> 200,613
<DEPRECIATION> 83,010
<TOTAL-ASSETS> 718,602
<CURRENT-LIABILITIES> 224,095
<BONDS> 100,092
0
0
<COMMON> 624
<OTHER-SE> 370,853
<TOTAL-LIABILITY-AND-EQUITY> 718,602
<SALES> 922,190
<TOTAL-REVENUES> 922,190
<CGS> 675,955
<TOTAL-COSTS> 675,955
<OTHER-EXPENSES> 193,694
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 49,419
<INCOME-TAX> 20,262
<INCOME-CONTINUING> 29,157
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,157
<EPS-PRIMARY> .47
<EPS-DILUTED> 0
</TABLE>
