SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 5, 1996
Boise Cascade Office Products Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-13662 82-0477390
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
800 W. Bryn Mawr Avenue, Itasca, Illinois 60143
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (708)773-5000
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Item 5. Other Events.
The Company has entered into an Amended and Restated
Credit Agreement dated as of June 5, 1996, to the Boise
Cascade Office Products Corporation Credit Agreement
dated as of March 30, 1995, as amended by Amendment
No. 1 to Credit Agreement dated as of January 12, 1996.
As amended and restated, the Company may borrow up to
$350 million under this credit facility, which expires
in 2001. A copy of the Amended and Restated Credit
Agreement is filed as Exhibit 4.
Item 7. Financial Statements and Exhibits.
Exhibit 4 Form of Amended and Restated Credit
Agreement dated as of June 5, 1996, to
the Boise Cascade Office Products
Corporation Credit Agreement dated as of
March 30, 1995, as amended by
Amendment No. 1 to Credit Agreement
dated as of January 12, 1996
<PAGE>
SIGNATURE
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 hereunto duly authorized.
BOISE CASCADE OFFICE PRODUCTS CORPORATION
/s/ CAROL B. MOERDYK
Carol B. Moerdyk
Senior Vice President and
Chief Financial Officer
Date: June 10, 1996
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Exhibit Index
Exhibit No. Description Page
4 Form of Amended and Restated Credit
Agreement dated as of June 5, 1996,
to the Boise Cascade Office Products
Corporation Credit Agreement dated
as of March 30, 1995, as amended by
Amendment No. 1 to Credit Agreement
dated as of January 12, 1996
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of
June 5, 1996, among BOISE CASCADE OFFICE PRODUCTS CORPORATION
(the "Borrower"), the BANKS listed on the signature pages
hereof (the "Banks") and MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, certain of the parties hereto have
heretofore entered into a $225,000,000 Credit Agreement
dated as of March 30, 1995, (as heretofore amended, the
"Agreement"); and
WHEREAS, the parties hereto desire to amend such
Agreement as set forth herein and to restate such Agreement
in its entirety to read as set forth in the Agreement with
the amendments specified below;
NOW, THEREFORE, the parties hereto agree as
follows:
SECTION 1. Definitions; References. Unless
otherwise specifically defined herein, each term used herein
which is defined in the Agreement shall have the meaning
assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and
each other similar reference contained in the Agreement
shall from and after the date hereof refer to the Agreement
as amended and restated hereby. The term "Notes" defined in
the Agreement shall include from and after the date hereof
the New Notes (as defined below).
SECTION 2. Amendment of Termination Date. The
definition of "Termination Date" in Section 1.01 of the
Agreement is amended to read in its entirety as follows:
"Termination Date" means June 30, 2001, or, if
such day is not a Euro-Dollar Business Day, the next
succeeding Euro-Dollar Business Day unless such Euro-Dollar
Business Day falls in another calendar month, in which case
the Termination Date shall be the next preceding Euro-Dollar
Business Day.
SECTION 3. Changes in Commitments. With effect
from and including the date this Amendment and Restatement
becomes effective in accordance with Section 6 hereof, (i)
each Person listed on the signature pages hereof which is
not a party to the Agreement (a "New Bank") shall become a
Bank party to the Agreement and (ii) the Commitment of each
Bank shall be the amount set forth opposite the name of such
Bank on the signature pages hereof.
SECTION 4. Representations and Warranties. The
Borrower hereby represents and warrants that as of the date
hereof and after giving effect thereto:
(a) no Default under the Agreement has occurred
and is continuing; and
(b) each representation and warranty of the
Borrower set forth in the Agreement is true and correct as
though made on and as of this date.
SECTION 5. Governing Law. This Amendment and
Restatement shall be governed by and construed in accordance
with the laws of the State of New York.
SECTION 6. Counterparts; Effectiveness. This
Amendment and Restatement may be signed in any number of
counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were
upon the same instrument. This Amendment and Restatement
shall become effective as of the date when (i) the Agent
shall have received duly executed counterparts hereof signed
by each of the parties hereto (or, in the case of any party
as to which an executed counterpart shall not have been
received, the Agent shall have received telegraphic, telex
or other written confirmation from such party of execution
of a counterpart hereof by such party); (ii) the Agent shall
have received a duly executed Note for each of the New Banks
(a "New Note"), dated on or before the date of effectiveness
hereof and otherwise in compliance with Section 2.05 of the
Agreement; (iii) the Agent shall have received an opinion of
John W. Holleran, General Counsel of the Borrower,
substantially in the form of Exhibit E to the Agreement with
reference to the New Notes, this Amendment and Restatement
and the Agreement as amended and restated hereby; and
(iv) the Agent shall have received all documents it may
reasonably request relating to the existence of the
Borrower, the corporate authority for and the validity of
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the Agreement as amended and restated hereby, the New Notes
and any other matters relevant hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Amended and Restated Agreement to be duly executed by their
respective authorized officers as of the day and year first above
written.
BOISE CASCADE OFFICE PRODUCTS
CORPORATION
By ___________________________________
Name:
Title:
<PAGE>
Commitments
$33,000,000 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By ___________________________________
Title:
$33,000,000 CHEMICAL BANK
By ___________________________________
Title:
$28,000,000 BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By ___________________________________
Title:
$28,000,000 CIBC INC.
By ___________________________________
Title:
$28,000,000 THE NORTHERN TRUST COMPANY
By ___________________________________
Title:
<PAGE>
$28,000,000 UNION BANK OF SWITZERLAND
By ___________________________________
Title:
By ___________________________________
Title:
$28,000,000 WACHOVIA BANK OF GEORGIA, N.A.
By ___________________________________
Title:
$18,000,000 ABN AMRO BANK N.V.
By ___________________________________
Title:
By ___________________________________
Title:
$18,000,000 CREDIT LYONNAIS NEW YORK BRANCH
By ___________________________________
Title:
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$18,000,000 CREDIT SUISSE
By ___________________________________
Title:
By ___________________________________
Title:
$18,000,000 FIRST BANK NATIONAL ASSOCIATION
By ___________________________________
Title:
$18,000,000 NATIONAL WESTMINSTER BANK PLC
LOS ANGELES OVERSEAS BRANCH
By ___________________________________
Title:
NATIONAL WESTMINSTER BANK PLC
NASSAU BRANCH
By ___________________________________
Title:
$18,000,000 NATIONSBANK, N.A.
By ___________________________________
Title:
$18,000,000 ROYAL BANK OF CANADA
By ___________________________________
Title:
$18,000,000 TORONTO DOMINION (TEXAS), INC.
By ___________________________________
Title:
_________________
Total Commitments
$350,000,000
===============
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MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By ___________________________________
Name:
Title:
