UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission File number 1-13662
BOISE CASCADE OFFICE PRODUCTS CORPORATION
800 West Bryn Mawr Avenue
Itasca, Illinois 60143
(630) 773 - 5000
A Delaware Corporation 82-0477390
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
Common Stock, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of
the registrant, computed by reference to the price at which the stock was
sold as of the close of business on February 27, 1998: $221,284,302.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Shares Outstanding
Class as of February 27, 1998
Common Stock, $.01 par value 65,649,758
DOCUMENTS INCORPORATED BY REFERENCE
1. The registrant's annual report for the fiscal year ended
December 31, 1997, portions of which are incorporated by
reference into Parts I, II, III, and IV of this Form 10-K, and
2. Portions of the registrant's proxy statement relating to
its 1998 annual meeting of shareholders to be held on April 21,
1998, are incorporated by reference into Part III of this
Form 10-K ("the Company's proxy statement").
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By /s/ Peter G. Danis Jr.
Peter G. Danis Jr.
Chief Executive Officer
Dated: March 31, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated on March 31, 1998.
Signature Capacity
(i) Principal Executive Officer:
/s/ Peter G. Danis Jr. Chief Executive Officer
Peter G. Danis Jr.
(ii) Principal Financial Officer:
/s/ A. James Balkins III Senior Vice President and
A. James Balkins III Chief Financial Officer
(iii) Principal Accounting Officer:
/s/ Darrell R. Elfeldt Vice President and Controller
Darrell R. Elfeldt
(iv) Directors:
/s/ Peter G. Danis Jr.
Peter G. Danis Jr.
/s/ George J. Harad
George J. Harad
/s/ John B. Carley
John B. Carley
/s/ James G. Connelly III
James G. Connelly III
/s/ Theodore Crumley
Theodore Crumley
/s/ A. William Reynolds
A. William Reynolds
/s/ Christopher C. Milliken
Christopher C. Milliken
<PAGE>
BOISE CASCADE OFFICE PRODUCTS CORPORATION
INDEX TO EXHIBITS
Filed With the Annual Report on Form 10-K
for the Year Ended December 31, 1997
Number Description Page Number
2.1 (1) Asset Transfer and Subscription Agreement
dated April 1, 1995 --
2.2 (2) Share Purchase Agreement dated July 2, 1997,
by and among Boise Cascade Office Products
Corporation, Jean-Paul Guisset, and Mrs.
Marie Annick Guisset --
3.1 (3) Restated Certificate of Incorporation --
3.2 (4) Bylaws, as amended October 11, 1995 --
4.1 (1) Specimen Certificate Representing Shares of
Common Stock --
4.2 (5) Credit Agreement dated June 26, 1997 --
9 Inapplicable --
10.1 (4) Form of Executive Officer Severance Agreement,
adopted January 30, 1996 --
10.2 (3) Administrative Services Agreement dated
April 1, 1995 --
10.3 (6) Paper Sales Agreement dated April 1, 1995 --
10.4 (3) License Agreement dated April 1, 1995 --
10.5 (3) Shareholder Agreement dated April 1, 1995 --
10.6 (3) Tax Matters Agreement dated April 1, 1995 --
10.7 (7) Key Executive Stock Option Plan, adopted
February 20, 1995 --
10.8 (8) Director Stock Option Plan, as amended through
December 17, 1996 --
10.9 (3) Form of Confidential Information and
Noncompetitive Agreement, approved
February 20, 1995 --
10.10 (3) Early Retirement Plan for Executive Officers,
effective February 20, 1995 --
10.11 (3) Supplemental Pension Plan, effective
February 20, 1995 --
10.12 (3) Key Executive Deferred Compensation Plan,
effective February 20, 1995 --
10.13 (3) Executive Officer Financial Counseling Program,
adopted February 20, 1995 --
10.14 (4) Split-Dollar Life Insurance Plan, as amended
July 27, 1995 --
10.15 (8) Supplemental Health Care Plan for Executive
Officers, revised July 31, 1996 --
10.16 (3) Executive Officer Severance Pay Policy, adopted
February 20, 1995 --
10.17 (3) Key Executive Performance Plan, adopted
February 20, 1995 --
10.18 1997 and 1998 Performance Criteria for the Key
Executive Performance Plan 28
10.19 (3) Board of Directors Deferred Compensation Plan,
effective February 14, 1995 --
10.20 (4) 1995 Executive Officer Deferred Compensation
Plan, effective January 1, 1996 --
10.21 (4) 1995 Board of Directors Deferred Compensation
Plan, effective January 1, 1996 --
10.22 (9) Form of Deferred Compensation and
Benefits Trust dated January 30, 1996 --
11 Computation of Per Share Earnings 30
12 Ratio of Earnings to Fixed Charges 31
13.1 Incorporated sections of the Boise Cascade
Office Products Corporation 1997
Annual Report 32
13.2 Incorporated sections of the Boise Cascade
Office Products Corporation Fact Book
for the fourth quarter of 1997 52
16 Inapplicable --
18 Inapplicable --
21 Significant subsidiaries of the registrant 56
22 Inapplicable --
23 Consent of Arthur Andersen LLP (see page 24)
24 Inapplicable --
27 Financial Data Schedule 57
27.1 Restated Financial Data Schedules for the
following periods:
First Quarter of 1996, 58
Second Quarter of 1996, 59
Third Quarter of 1996, 60
Year ended December 31, 1996, 61
First Quarter of 1997, 62
Second Quarter of 1997, and 63
Third Quarter of 1997, as restated 64
for the adoption of Statement of Financial
Accounting Standards No. 128, "Earnings Per
Share"
28 Inapplicable --
99 Inapplicable --
(1) Exhibits 2.1 and 4.1 were filed under the same exhibit numbers in our
Amendment No. 1 to the Registration Statement on Form S-1 filed on
March 28, 1995, and are incorporated by reference.
(2) Exhibit 2.2 was filed as Exhibit 2 in our current report on Form 8-K
filed on July 17, 1997, and is incorporated by reference.
(3) Exhibits 3.1, 10.2, 10.4, 10.5, 10.6, 10.9, 10.10, 10.11, 10.12, 10.13,
10.16, 10.17, and 10.19 were filed under the same exhibit numbers in
our Registration Statement on Form S-1 filed on February 22, 1995,
and are incorporated by reference.
(4) Exhibits 3.2, 10.1, 10.14, 10.20, and 10.21 were filed under the same
exhibit numbers in our 1995 Annual Report on Form 10-K and are
incorporated by reference.
(5) The Credit Agreement dated June 26, 1997, was filed as Exhibit 4 in
our Quarterly Report on Form 10-Q for the quarter ended June 30, 1997,
and is incorporated by reference.
(6) Exhibit 10.3 was filed under the same exhibit number in our Amendment
No. 1 to the Registration Statement on Form S-1 filed on March 28, 1995,
and is incorporated by reference. The Company has been granted an
order of confidential treatment with respect to a portion of
Exhibit 10.3.
(7) The Key Executive Stock Option Plan, as amended through April 23, 1996,
was filed as Exhibit 10.1 in our Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, and is incorporated by reference.
(8) Exhibits 10.8 and 10.15 were filed under the same exhibit numbers in
our 1996 Annual Report on Form 10-K and are incorporated by reference.
(9) The Form of Deferred Compensation and Benefits Trust dated January 30,
1996, was filed as Exhibit 10 in our Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996, and is incorporated by reference.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This restated data schedule contains summary financial information extracted
from Boise Cascade Office Products Corporation's Balance Sheet at March 31,
1996, and from its Statement of Income for the three months ended March 31,
1996. The information presented is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 13,138
<SECURITIES> 0
<RECEIVABLES> 232,325
<ALLOWANCES> 3,123
<INVENTORY> 130,030
<CURRENT-ASSETS> 397,867
<PP&E> 193,387
<DEPRECIATION> 79,814
<TOTAL-ASSETS> 723,396
<CURRENT-LIABILITIES> 170,600
<BONDS> 110,143
0
0
<COMMON> 623
<OTHER-SE> 354,730
<TOTAL-LIABILITY-AND-EQUITY> 723,396
<SALES> 461,423
<TOTAL-REVENUES> 461,423
<CGS> 338,526
<TOTAL-COSTS> 433,855
<OTHER-EXPENSES> 7
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,289
<INCOME-PRETAX> 26,327
<INCOME-TAX> 10,764
<INCOME-CONTINUING> 15,563
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,563
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This restated 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>
<RESTATED>
<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> .46
<EPS-DILUTED> .46
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This restated data schedule contains summary financial information extracted
from Boise Cascade Office Products Corporation's Balance Sheet at September 30,
1996, and from its Statement of Income for the nine months ended September 30,
1996. The information presented is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 9,281
<SECURITIES> 0
<RECEIVABLES> 258,740
<ALLOWANCES> 4,125
<INVENTORY> 137,537
<CURRENT-ASSETS> 429,352
<PP&E> 207,135
<DEPRECIATION> 85,791
<TOTAL-ASSETS> 781,576
<CURRENT-LIABILITIES> 280,728
<BONDS> 95,053
0
0
<COMMON> 625
<OTHER-SE> 383,689
<TOTAL-LIABILITY-AND-EQUITY> 781,576
<SALES> 1,428,884
<TOTAL-REVENUES> 1,428,884
<CGS> 1,055,148
<TOTAL-COSTS> 1,055,148
<OTHER-EXPENSES> 299,063
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,290
<INCOME-PRETAX> 69,283
<INCOME-TAX> 28,406
<INCOME-CONTINUING> 40,877
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 40,877
<EPS-PRIMARY> .65
<EPS-DILUTED> .65
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This restated data schedule contains summary financial information extracted
from Boise Cascade Office Products Corporation's Balance Sheet at December 31,
1996, and from its Statement of Income for the year ended December 31, 1996, and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 12,762
<SECURITIES> 0
<RECEIVABLES> 289,224
<ALLOWANCES> 3,887
<INVENTORY> 171,748
<CURRENT-ASSETS> 499,188
<PP&E> 223,542
<DEPRECIATION> (90,980)
<TOTAL-ASSETS> 905,362
<CURRENT-LIABILITIES> 330,547
<BONDS> 140,024
0
0
<COMMON> 628
<OTHER-SE> 404,157
<TOTAL-LIABILITY-AND-EQUITY> 905,362
<SALES> 1,985,564
<TOTAL-REVENUES> 1,985,564
<CGS> 1,467,368
<TOTAL-COSTS> 1,467,368
<OTHER-EXPENSES> 416,896
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,766
<INCOME-PRETAX> 93,812
<INCOME-TAX> 38,463
<INCOME-CONTINUING> 55,349
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 55,349
<EPS-PRIMARY> .88
<EPS-DILUTED> .88
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This restated data schedule contains summary financial information extracted
from Boise Cascade Office Products Corporation's Balance Sheet at March 31,
1997, and from its Statement of Income for the three months ended March 31,
1997. The information presented is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 22,762
<SECURITIES> 0
<RECEIVABLES> 296,897
<ALLOWANCES> 3,900
<INVENTORY> 164,748
<CURRENT-ASSETS> 514,326
<PP&E> 238,976
<DEPRECIATION> 96,492
<TOTAL-ASSETS> 943,107
<CURRENT-LIABILITIES> 323,031
<BONDS> 170,016
0
0
<COMMON> 629
<OTHER-SE> 420,769
<TOTAL-LIABILITY-AND-EQUITY> 943,107
<SALES> 597,871
<TOTAL-REVENUES> 597,871
<CGS> 446,999
<TOTAL-COSTS> 446,999
<OTHER-EXPENSES> 122,577
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,075
<INCOME-PRETAX> 25,269
<INCOME-TAX> 10,360
<INCOME-CONTINUING> 14,909
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,909
<EPS-PRIMARY> .24
<EPS-DILUTED> .23
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This restated data schedule contains summary financial information extracted
from Boise Cascade Office Products Corporation's Balance Sheet at June 30, 1997,
and from its Statement of Income for the six months ended June 30, 1997. The
information presented is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 37,516
<SECURITIES> 0
<RECEIVABLES> 300,719
<ALLOWANCES> 4,213
<INVENTORY> 176,666
<CURRENT-ASSETS> 545,793
<PP&E> 278,811
<DEPRECIATION> 123,814
<TOTAL-ASSETS> 1,061,930
<CURRENT-LIABILITIES> 350,659
<BONDS> 240,013
0
0
<COMMON> 629
<OTHER-SE> 434,612
<TOTAL-LIABILITY-AND-EQUITY> 1,061,930
<SALES> 1,198,341
<TOTAL-REVENUES> 1,198,341
<CGS> 898,754
<TOTAL-COSTS> 898,754
<OTHER-EXPENSES> 247,085
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,146
<INCOME-PRETAX> 45,489
<INCOME-TAX> 18,868
<INCOME-CONTINUING> 26,621
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26,621
<EPS-PRIMARY> .42
<EPS-DILUTED> .42
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This restated data schedule contains summary financial information extracted
from Boise Cascade Office Products Corporation's Balance Sheet at September 30,
1997, and from its Statement of Income for the nine months ended September 30,
1997. The informaiton presented is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 12,598
<SECURITIES> 0
<RECEIVABLES> 381,539
<ALLOWANCES> 7,055
<INVENTORY> 186,571
<CURRENT-ASSETS> 612,642
<PP&E> 320,035
<DEPRECIATION> 129,447
<TOTAL-ASSETS> 1,261,531
<CURRENT-LIABILITIES> 365,482
<BONDS> 366,731
0
0
<COMMON> 656
<OTHER-SE> 492,248
<TOTAL-LIABILITY-AND-EQUITY> 1,261,531
<SALES> 1,878,218
<TOTAL-REVENUES> 1,878,218
<CGS> 1,408,311
<TOTAL-COSTS> 1,408,311
<OTHER-EXPENSES> 388,924
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,895
<INCOME-PRETAX> 67,478
<INCOME-TAX> 28,325
<INCOME-CONTINUING> 39,153
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 39,153
<EPS-PRIMARY> .62
<EPS-DILUTED> .62
</TABLE>
