-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lT1ApXi2pn71ngWYAlmMplrwO0G/TedTYVsbFnKOBMF0YTjcYozsBbyyPyW8WQPa mm3aUIZFkIwrYqbqYLzOZA== 0000012978-95-000015.txt : 19950814 0000012978-95-000015.hdr.sgml : 19950814 ACCESSION NUMBER: 0000012978-95-000015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950811 SROS: CSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOISE CASCADE CORP CENTRAL INDEX KEY: 0000012978 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 820100960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05057 FILM NUMBER: 95560919 BUSINESS ADDRESS: STREET 1: ONE JEFFERSON SQ STREET 2: P O BOX 50 CITY: BOISE STATE: ID ZIP: 83702 BUSINESS PHONE: 2083846161 10-Q 1 2ND QUARTER TEXT F O R M 10 - Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (X) Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 1995 ( ) 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 1-5057 BOISE CASCADE CORPORATION (Exact name of registrant as specified in its charter) Delaware 82-0100960 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1111 West Jefferson P.O. Box 50 Boise, Idaho 83728-0001 (Address of principal executive offices) (Zip Code) (208) 384-6161 (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, 1995 Common stock, $2.50 par value 47,760,731 PART I - FINANCIAL INFORMATION STATEMENTS OF INCOME (LOSS) BOISE CASCADE CORPORATION AND SUBSIDIARIES (unaudited) Item I. Financial Statements
Three Months Ended June 30 1995 1994 (expressed in thousands) except per share data Revenues Sales $1,270,200 $1,000,250 Other expense, net (23,120) (560) __________ __________ 1,247,080 999,690 __________ __________ Costs and expenses Materials, labor, and other operating expenses 931,110 841,240 Depreciation and cost of company timber harvested 60,730 58,860 Selling and administrative expenses 105,160 88,020 __________ __________ 1,097,000 988,120 __________ __________ Equity in net income (loss) of affiliates 11,880 (5,580) __________ __________ Income from operations 161,960 5,990 __________ __________ Interest expense (35,070) (36,740) Interest income 970 120 Foreign exchange gain 40 120 Gain on subsidiary's sale of stock 60,000 - __________ __________ 25,940 (36,500) __________ __________ Income (loss) before income taxes and minority interest 187,900 (30,510) Income tax provision (benefit) 80,640 (11,350) __________ __________ Income (loss) before minority interest 107,260 (19,160) Minority interest, net of income tax (1,340) - __________ __________ Net income (loss) $ 105,920 $ (19,160) Net income (loss) per common share Primary $ 1.82 $ (.86) Fully diluted $ 1.64 $ (.86) Dividends declared per common share $ .15 $ .15 The accompanying notes are an integral part of these Financial Statements.
SEGMENT INFORMATION BOISE CASCADE CORPORATION AND SUBSIDIARIES Three Months Ended June 30 1995 1994 (expressed in thousands) Segment sales Paper and paper products $ 659,158 $ 404,023 Office products 305,718 212,342 Building products 385,039 432,623 Intersegment eliminations and other (79,715) (48,738) __________ __________ $1,270,200 $1,000,250 Segment operating income (loss) Paper and paper products $ 132,273 $ (30,363) Office products 13,637 10,052 Building products 22,796 43,914 Equity in net income (loss) of affiliates 11,880 (5,580) Corporate and other (18,626) (12,033) __________ __________ Income from operations $ 161,960 $ 5,990 The accompanying notes are an integral part of these Financial Statements. STATEMENTS OF INCOME (LOSS) BOISE CASCADE CORPORATION AND SUBSIDIARIES (Unaudited) Six months ended June 30 1995 1994 (In thousands, except per share data) Revenues Sales $2,493,160 $1,941,550 Other income (expense), net (21,250) 4,550 __________ __________ 2,471,910 1,946,100 __________ __________ Costs and expenses Materials, labor, and other operating expenses 1,873,630 1,667,740 Depreciation and cost of company timber harvested 121,120 117,030 Selling and administrative expenses 202,980 162,200 __________ __________ 2,197,730 1,946,970 __________ __________ Equity in net income (loss) of affiliates 17,450 (13,120) __________ __________ Income (loss) from operations 291,630 (13,990) __________ __________ Interest expense (72,300) (71,680) Interest income 1,280 520 Foreign exchange gain (loss) 40 (1,410) Gain on subsidiary's sale of stock 60,000 - __________ __________ (10,980) (72,570) __________ __________ Income (loss) before income taxes and minority interest 280,650 (86,560) Income tax provision (benefit) 116,350 (29,800) __________ __________ Income (loss) before minority interest 164,300 (56,760) Minority interest, net of income tax (1,340) - __________ __________ Net income (loss) $ 162,960 $ (56,760) Net income (loss) per common share Primary $ 2.75 $(2.21) Fully diluted $ 2.49 $(2.21) Dividends declared per common share $ .60 $ .60 The accompanying notes are an integral part of these Financial Statements. SEGMENT INFORMATION BOISE CASCADE CORPORATION AND SUBSIDIARIES Six Months Ended June 30 1995 1994 (expressed in thousands) Segment sales Paper and paper products $1,253,078 $ 804,015 Office products 609,005 403,268 Building products 778,477 827,432 Intersegment eliminations and other (147,400) (93,165) __________ __________ $2,493,160 $1,941,550 Segment operating income (loss) Paper and paper products $ 230,271 $ (83,900) Office products 26,200 20,997 Building products 46,280 78,957 Equity in net income (loss) of affiliates 17,450 (13,120) Corporate and other (28,571) (16,924) __________ __________ Income (loss) from operations $ 291,630 $ (13,990) The accompanying notes are an integral part of these Financial Statements. BOISE CASCADE CORPORATION AND SUBSIDIARIES BALANCE SHEETS ASSETS June 30 December 31 1995 1994 1994 (expressed in thousands) Current Cash and cash items $ 37,258 $ 30,750 $ 22,447 Short-term investments at cost, which approximates market 39,893 6,295 7,007 __________ __________ __________ 77,151 37,045 29,454 Receivables, less allowances of $2,816,000, $1,881,000, and $1,987,000 458,827 408,668 405,661 Inventories 403,215 381,909 423,589 Deferred income tax benefits 74,934 40,551 42,487 Other 21,996 17,415 17,073 __________ __________ __________ 1,036,123 885,588 918,264 __________ __________ __________ Property Property and equipment Land and land improvements 38,277 37,864 37,775 Buildings and improvements 443,372 426,964 439,936 Machinery and equipment 4,156,958 4,032,975 4,078,302 __________ __________ __________ 4,638,607 4,497,803 4,556,013 Accumulated depreciation (2,152,386) (1,979,371) (2,062,106) __________ __________ __________ 2,486,221 2,518,432 2,493,907 Timber, timberlands, and timber deposits 409,630 405,677 397,721 __________ __________ __________ 2,895,851 2,924,109 2,891,628 __________ __________ __________ Investments in equity affiliates 225,379 353,052 204,498 Other assets 277,862 263,147 279,687 __________ __________ __________ Total assets $4,435,215 $4,425,896 $4,294,077 The accompanying notes are an integral part of these Financial Statements. BOISE CASCADE CORPORATION AND SUBSIDIARIES BALANCE SHEETS (unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY June 30 December 31 1995 1994 1994 (expressed in thousands) Current Notes payable $ 110,500 $ 44,645 $ 56,000 Current portion of long-term debt 110,125 67,974 58,534 Accounts payable 326,144 272,767 306,848 Accrued liabilities Compensation and benefits 110,856 96,289 107,866 Interest payable 34,361 36,471 36,043 Other 138,346 95,190 92,552 __________ __________ __________ 830,332 613,336 657,843 __________ __________ __________ Debt Long-term debt, less current portion 1,264,780 1,768,147 1,625,148 Guarantee of ESOP debt 228,212 245,027 230,956 __________ __________ __________ 1,492,992 2,013,174 1,856,104 __________ __________ __________ Other Deferred income taxes 263,324 114,961 137,260 Other long-term liabilities 282,681 268,061 278,012 __________ __________ __________ 546,005 383,022 415,272 __________ __________ __________ Minority interest 50,941 - - __________ __________ __________ Shareholders' equity Preferred stock -- no par value; 10,000,000 shares authorized; Series D ESOP: $.01 stated value; 6,178,142, 6,352,708, and 6,294,891 shares outstanding 278,016 285,872 283,270 Deferred ESOP benefit (228,212) (245,027) (230,956) Series E: $.01 stated value; 862,500 shares outstanding at June 30 and December 31, 1994 - 191,466 191,466 Series F: $.01 stated value; 115,000 shares outstanding in each period 111,043 111,043 111,043 Series G: $.01 stated value; 862,500 shares outstanding in each period 176,404 176,404 176,404 Common stock -- $2.50 par value; 200,000,000 shares authorized; 47,453,860, 38,037,816, and 38,284,186 shares outstanding 118,635 95,095 95,710 Additional paid-in capital 183,458 - - Retained earnings 875,601 801,511 737,921 __________ __________ __________ Total shareholders' equity 1,514,945 1,416,364 1,364,858 __________ __________ __________ Total liabilities and shareholders' equity $4,435,215 $4,425,896 $4,294,077 The accompanying notes are an integral part of these Financial Statements. BOISE CASCADE CORPORATION AND SUBSIDIARIES STATEMENTS OF CASH FLOWS (unaudited)
Six Months Ended June 30 1995 1994 (expressed in thousands) Cash provided by (used for) operations Net income (loss) $ 162,960 $ (56,760) Items in income (loss) not using (providing) cash Equity in net (income) loss of affiliates (17,450) 13,120 Depreciation and cost of company timber harvested 121,120 117,030 Deferred income tax provision (benefit) 94,375 (29,808) Minority interest 1,340 - Amortization and other 31,570 8,321 Gain on subsidiary's sale of stock (60,000) - Receivables (47,959) (38,679) Inventories 21,765 47,658 Accounts payable and accrued liabilities 19,789 14,696 Current and deferred income taxes 17,457 1,374 Other (313) 4,732 __________ __________ Cash provided by operations 344,654 81,684 __________ __________ Cash provided by (used for) investment Expenditures for property and equipment (112,089) (91,178) Expenditures for timber and timberlands (3,256) (3,408) Investments in equity affiliates 2,100 (2,746) Purchase of facilities (9,338) - Sale of investment in equity affiliates - (78,428) Other (14,412) (37,944) __________ __________ Cash used for investment (136,995) (213,704) __________ __________ Cash provided by (used for) financing Cash dividends paid Common stock (12,798) (11,403) Preferred stock (26,339) (30,480) __________ __________ (39,137) (41,883) Notes payable 54,500 13,645 Additions to long-term debt - 197,299 Payments of long-term debt (308,777) (20,391) Subsidiary's sale of stock 123,076 - Other 10,376 (2,034) __________ __________ Cash provided by (used for) financing (159,962) 146,636 __________ __________ Increase in cash and short-term investments 47,697 14,616 Balance at beginning of the year 29,454 22,429 __________ __________ Balance at June 30 $ 77,151 $ 37,045 The accompanying notes are an integral part of these Financial Statements.
Notes to Quarterly Financial Statements (1) BASIS OF PRESENTATION. The quarterly financial 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 statements should be read together with the statements and the accom- panying notes included in the Company's 1994 Annual Report. The quarterly financial statements 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. The net income (loss) for the three and six months ended June 30, 1995 and 1994, was subject to seasonal variations and neces- sarily involved estimates and accruals. Except as may be disclosed within these "Notes to Quarterly 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. (2) NET INCOME (LOSS) PER COMMON SHARE. Net income (loss) per common share was determined by dividing net income (loss), as adjusted, by appli- cable shares outstanding. For the three and six months ended June 30, 1994, the computation of fully diluted net loss per share was anti- dilutive; therefore, the amounts reported for primary and fully diluted loss were the same. For the six months ended June 30, 1995 and 1994, primary average shares included common shares outstanding and, if dilutive, common stock equivalents attributable to stock options, Series E conversion preferred stock prior to converting to shares of the Company's common stock on January 15, 1995, and Series G conversion preferred stock. Excluded common equivalent shares were 16,714,000 at June 30, 1994. In addition to common and common equivalent shares, fully diluted average shares include common shares that would be issuable upon conversion of the Company's other convertible securities. Six Months Ended June 30 1995 1994 (expressed in thousands) Net income (loss) as reported $ 162,960 $ (56,760) Preferred dividends (12,777) (27,276) _________ _________ Primary income (loss) 150,183 (84,036) Assumed conversions: Preferred dividends eliminated 7,372 21,871 Interest on 7% debentures eliminated 1,697 1,720 Supplemental ESOP contribution (6,302) (6,273) _________ _________ Fully diluted income (loss) $ 152,950 $ (66,718) Average number of common shares Primary 54,547 38,029 Fully diluted 61,406 61,668 Primary income excludes, and the loss includes, the aggregate amount of dividends on the Company's preferred stock. The dividend attributable to the Company's Series D convertible preferred stock held by the Company's ESOP (employee stock ownership plan) is net of a tax benefit. To determine the fully diluted income (loss), dividends on convertible preferred stock and interest, net of any applicable taxes, have been added back to primary income (loss) to reflect assumed conversions. The fully diluted income was reduced by, and the loss was increased by, the after-tax amount of additional contributions that the Company would be required to make to its ESOP if the Series D ESOP preferred shares were converted to common stock. (3) INVENTORIES. Inventories include the following: June 30 December 31 1995 1994 1994 (expressed in thousands) Finished goods and work in process $276,791 $252,014 $256,732 Logs 53,206 72,025 107,095 Other raw materials and supplies 168,333 142,657 147,211 LIFO reserve (95,115) (84,787) (87,449) ________ ________ ________ $403,215 $381,909 $423,589 (4) INCOME TAXES. The components of the net deferred tax liability on the Company's Balance Sheets were determined as follows:
June 30 December 31 1995 1994 1994 Assets Liabil. Assets Liabil. Assets Liabil. (expressed in millions) Operating loss carryover $108.9 $ - $185.6 $ - $200.5 $ - Employee benefits 107.7 15.7 111.2 8.9 106.2 17.8 Property and equipment and timber and timberlands 79.0 538.3 86.6 513.8 81.6 531.4 Alternative minimum tax 108.5 - 79.8 - 79.6 - Tax credit carryovers 28.4 - 35.3 - 35.7 - Reserves 24.5 2.5 11.1 1.5 14.6 2.0 Inventories 10.0 .2 9.8 .4 10.1 .2 State income taxes - 32.6 4.3 30.2 - 33.4 Deferred charges .2 6.1 .3 11.8 .2 7.9 Differences in basis of nonconsolidated entities 6.4 51.4 - 19.8 11.5 28.5 Other 11.8 26.9 12.2 24.2 10.3 23.9 ______ ______ ______ ______ ______ ______ $485.4 $673.7 $536.2 $610.6 $550.3 $645.1
The estimated tax provision rate for the first six months of 1995, before the effects of unusual items, was 38.0%, compared with a tax benefit rate of 34.4% for the same period in the prior year. The change in the rate is primarily due to increased income from the Company's U.S. operations. These rates were based on actual year-to-date results and projected results for the remainder of the year. (5) DEBT. At June 30, 1995, the Company had a $650 million revolving credit agreement with a group of banks. There were no borrowings under the agreement at June 30, 1995. On July 10, 1995, the revolving credit agreement was amended to extend the termination date from June 30, 1997, to June 30, 2000, and the aggregate of all commitments that can be outstanding was reduced from $650 million to $600 million. (6) SERIES E PREFERRED STOCK. On January 15, 1995, the Company's Series E preferred stock converted to 8,625,000 shares of common stock. (7) INVESTMENTS IN EQUITY AFFILIATES. The Company's principal equity affiliate is Rainy River Forest Products Inc. ("Rainy River"). The Company has a 59.66% equity interest and a 49% voting interest. Rainy River is accounted for on the equity method. Other investments include a 30% interest in Rumford Cogeneration Company Limited Partnership and a 50% interest in the general partnership of Pine City Fiber Company. SUMMARIZED FINANCIAL INFORMATION Six Months Ended June 30 1995 1994 (expressed in thousands) Sales $ 417,932 $ 209,485 Gross profit (loss) 71,434 (12,801) Net income (loss) 32,588 (20,982) Management's Discussion and Analysis of Financial Condition and Results of Operations Second Quarter of 1995, Compared With Second Quarter of 1994 Boise Cascade Corporation's net income for the second quarter of 1995 was $105.9 million, compared with a net loss of $19.2 million for the second quarter of 1994. Primary earnings per common share for the second quarter of 1995 were $1.82, and fully diluted earnings per share were $1.64. For the same quarter in 1994, primary and fully diluted loss per share was $.86. Sales for the second quarter of 1995 were $1.3 billion, compared with $1.0 billion in the second quarter of last year. In April 1995, the Company's wholly owned subsidiary, Boise Cascade Office Products Corporation ("BCOP"), completed the initial public offering of 5,318,750 shares of common stock at a price of $25 per share. After the offering, the Company owns 82.7% of the outstanding BCOP common stock. The net proceeds of the offering to BCOP were approximately $123 million, of which approximately $102 million was indirectly (through retention of accounts receivable and a small dividend payment) available to the Company for general corporate purposes. The remainder of the proceeds was retained by BCOP for its general corporate purposes. In October 1994, the Company's Canadian subsidiary, Rainy River Forest Products Inc. ("Rainy River"), completed the sale of units of common stock and debentures in an initial public offering. Boise Cascade holds approximately 60% of Rainy River's economic equity and 49% of its voting equity. Rainy River was accounted for on the equity method retroactive to January 1, 1994, in the Company's consolidated financial statements. In the second quarter of 1995, the Company provided $32.5 million of income taxes, or 53 cents per fully diluted share, for the tax effect of the difference in the book and tax bases of its stock ownership in Rainy River. Also, in the second quarter of 1995, the Company established reserves for the write-down of certain assets in its paper and paper products segment to their net realizable value with a pretax charge of $19 million, or 19 cents per fully diluted share after taxes. The Company also added to its existing reserves $5 million before taxes, or 5 cents per fully diluted share after taxes, for environmental and other contingencies. The net effect of the gain on the sale of BCOP stock, the tax provision for Rainy River, and the establishment of the above reserves increased net income $12.6 million and fully diluted earnings per share 21 cents for the three and six months ended June 30, 1995. Before considering the $19 million reserve for the write-down of certain paper-related assets, the Company's paper segment reported operating income of $151.3 million in the second quarter of 1995. By contrast, paper operations lost $30.4 million in the second quarter of 1994. This significant improve- ment was attributable to sharp increases in the price of pulp and paper that were partially offset by increases in the cost of fiber. The average price for the grades of pulp and paper produced by the Company rose $323 per ton, or 69% since the recovery in paper markets began early last year. Between the second quarter of 1994 and the second quarter of 1995, prices for uncoated freesheet rose 71%, containerboard rose 58%, newsprint rose 57%, coated rose 60%, and market pulp rose over 100%. Paper segment manufacturing costs per ton increased considerably between the comparison quarters. The increase was due in large part to higher fiber costs. Paper segment sales rose 63% to $659.2 million in the second quarter of 1995 from $404.0 million in the second quarter of 1994. Sales volumes for the second quarter of 1995 were 742,000 tons, compared with 722,000 tons in the second quarter of 1994. Operating income in the office products segment improved in the second quarter of 1995 to $13.6 million, compared with $10.1 million in the prior-year quarter. Total sales rose 44% to $305.7 million, compared with $212.3 million in the second quarter of 1994. The increase was largely the result of acquisitions and internal expansion. Gross margins declined modestly in the second quarter of 1995, compared with those of the second quarter of 1994, because of more competitive pricing, but improved over the first quarter of 1995. Same-location sales increased 31.2%, primarily because of increased national accounts business and rising paper prices and volume. Building products operating income declined from $43.9 million for the year- ago second quarter to $22.8 million. Contributing to the decline in income was a slowdown in home construction as a result of consumer caution concerning the future direction of the U.S. economy. The slowdown in construction caused wood products prices, especially for lumber, to drop. Relative to the year- ago quarter, average prices for lumber declined 12%, while plywood prices increased 10%. Unit sales volume for lumber decreased 14%, while plywood sales volume decreased almost 7%. The segment's results continued to be enhanced by a contribution from its growing engineered wood products business. Sales for the building products segment declined 11% to $385.0 million in the second quarter of 1995 from $432.6 million in the second quarter of 1994. Building materials distribution sales were down 14%, while income was down 38%. Interest expense was $35.1 million in the second quarter of 1995, compared with $36.7 million in the same period last year. The Company's debt is predominately fixed rate. Consequently, when there are changes in short-term market interest rates, the Company experiences only modest changes in interest expense. Six Months Ended June 30, 1995, Compared With Six Months Ended June 30, 1994 The Company had net income of $163.0 million for the first six months of 1995, compared with a net loss of $56.8 million for the first six months of 1994. Primary earnings per common share for 1995 were $2.75, and fully diluted earnings per common share were $2.49. For the first six months of 1994, primary and fully diluted loss per common share was $2.21. Sales for the first six months of 1995 were $2.5 billion, compared with $1.9 billion for the same period in 1994. Before considering the $19 million reserve for the write-down of certain paper-related assets, operating income in the Company's paper and paper products segment was $249.3 million for the first six months of 1995, compared with a loss of $83.9 million for the same period in 1994. Average prices for all of the Company's paper grades increased sharply during the first six months of 1995, compared with a year ago. Paper segment manufacturing costs for the first six months were up considerably from those of the comparison period. The increase was due in large part to higher fiber costs. Paper segment sales of $1.3 billion for the six months ended June 30, 1995, were up 56% from $804.0 million for the six months ended June 30, 1994. Sales volumes for the first six months of 1995 were 1,481,000 tons, compared with 1,444,000 tons for the first six months of 1994. Office products segment income for the first six months of 1995 was $26.2 million, up 25% from the $21.0 million in the first six months of 1994. Segment sales were up 51% to $609.0 million for the first six months of 1995, compared with $403.3 million for the first six months of 1994. The significant improvement was largely the result of acquisitions and internal expansion. Same location sales increased 27.6%, primarily because of increased national accounts business and higher paper prices and volume. Margins decreased modestly as a result of several factors, including competitive price pressures due in part to expanding existing business, product mix changes, and significant growth in national accounts. Operating income for the Company's Building Products segment dropped 41% from $79 million in the first six months of 1994, to $46.3 million in the first six months of 1995. The decrease was due to a slow down in home construction as a result of consumer caution concerning the future direction of the U.S. economy. Segment sales decreased 6% in the first six months of 1995 to $778.5 million, compared with sales in the first six months of 1994 of $827.4 million. Plywood and lumber sales volumes were down 3% and 5%, compared with those of the same period last year. Building materials distribution sales were down 14%, while income was down 46%. Interest expense was $72.3 million for the first six months of 1995, compared with $71.7 million for the first six months of 1994. The Company's debt is predominately fixed rate. Consequently, when there are changes in short-term market interest rates, the Company experiences only modest changes in interest expense. Total long- and short-term debt outstanding was $1.7 billion at June 30, 1995 compared with $2.0 billion at December 31, 1994. Financial Condition At June 30, 1995, the Company had working capital of $205.8 million. Working capital was $272.3 million at June 30, 1994, and $260.4 million at December 31, 1994. Cash provided by operations was $344.7 million for the first six months of 1995, compared with $81.7 million for the same period in 1994. The Company's revolving credit agreement requires the Company to maintain a minimum amount of net worth and not to exceed a maximum ratio of debt to net worth. The Company's net worth at June 30, 1995, exceeded the defined minimum amount by $109.9 million. The payment of dividends by the Company is dependent upon the existence of and the amount of net worth in excess of the defined minimum under this agreement. The Company is also required to maintain a defined minimum interest coverage in each successive four-quarter period, which the Company met at June 30, 1995. Capital expenditures, including purchases of facilities and related debt assumption, for the first six months of 1995 and 1994 were $124.7 million and $95.8 million. Capital expenditures for the year ended December 31, 1994, were $271.9 million. An expanded discussion and analysis of financial condition is presented on pages 19 and 20 of the Company's 1994 Annual Report under the captions "Financial Condition" and "Capital Investment." PART II - OTHER INFORMATION Item 1. Legal Proceedings Reference is made to the registrant's annual report on Form 10-K for the year ended December 31, 1994, for information concerning certain legal proceedings. Item 2. Changes in Securities The payment of dividends by the Company is dependent upon the existence of and the amount of net worth in excess of the defined minimum under the Company's revolving credit agreement. At June 30, 1995, under this agreement, the Company's net worth exceeded the defined minimum amount by $109.9 million. 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 21, 1995. A total of 54,088,775 shares of common and preferred stock were outstanding and entitled to vote at the meeting. Of the total outstanding, 47,969,257 shares were represented at the meeting and 6,119,518 shares were not voted. Shareholders cast votes for the election of the following directors, whose terms expire in 1998: In Favor Withheld Anne L. Armstrong 47,177,190 792,067 Robert Coleman 47,156,873 812,384 A. William Reynolds 47,322,907 646,350 Robert H. Waterman, Jr. 47,072,188 897,069 Continuing in office are George J. Harad, James A. McClure, Jane E. Shaw, and Edson W. Spencer, whose terms expire in 1997, and Robert K. Jaedicke, Paul J. Phoenix, Frank A. Shrontz, and Ward W. Woods, Jr., whose terms expire in 1996. The shareholders also ratified the appointment of Arthur Andersen LLP as the Company's independent auditors for the year 1995 with votes cast 47,277,119 for, 445,278 against, and 246,860 abstained. The shareholders approved the Director Stock Option Plan (DSOP) with votes cast 37,773,715 for, 9,640,194 against, and 555,348 abstained. The annual stock option grants under this plan, in addition to the directors' continuing discretionary participation in the Director Stock Compensation Plan, will provide the directors with compensation in a manner which is related to the Company's stock price. The shareholders approved the Key Executive Performance Plan with votes cast 42,668,341 for, 4,706,926 against, and 593,990 abstained. For over 30 years, the Company has maintained variable incentive compensation programs for its executive officers and other key executives and managers. Under these programs, a significant percentage of executives' compensation is payable only upon attainment of specified levels of performance by the Company. These programs may also take into account the financial performance of the Company's operating divisions as well as certain nonfinancial performance criteria. Changes to the federal tax laws enacted by congress and signed into law in 1993 require the Company's shareholders to approve this type of plan in order to ensure that the Company may continue to fully deduct compensation paid to the five most highly compensated executive officers under the plan. The shareholders did not approve the proposal for the board of directors to consider to reorganize itself into one class, with votes cast 18,281,440 for, 23,418,582 against, and 870,193 abstained. On April 21, 1995, John B. Fery retired from the Company's board of directors. 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) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter ended June 30, 1995. 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 CORPORATION As Duly Authorized Officer and Chief Accounting Officer: /s/Tom E. Carlile Tom E. Carlile Vice President and Controller Date: August 11, 1995 BOISE CASCADE CORPORATION INDEX TO EXHIBITS Filed With the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 1995 Number Description Page Number 4(1) Form of First Amendment dated July 10, 1995, to 1994 Revolving Loan Agreement 12 Ratio of Earnings to Fixed Charges 27 Financial Data Schedule (1) The 1994 Revolving Loan Agreement was filed as Exhibit 4.2 in the Company's form 10-K for the year ended December 31, 1994, filed with the Securities and Exchange Commission on March 14, 1995, and is incorporated herein by this reference. The First Amendment is effective July 12, 1995. EX-4 2 EXHIBIT 4 TO 10Q FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "First Amendment"), dated as of July 10, 1995, is entered into by and among BOISE CASCADE CORPORATION, a Delaware corporation (the "Company"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Domestic Administrative Agent, for itself and the Banks (the "Domestic Administrative Agent"), NATIONAL WESTMINSTER BANK PLC, Los Angeles Overseas Branch, as Foreign Administrative Agent (the "Foreign Administrative Agent", and together with the Domestic Administrative Agent, the "Administrative Agents") and the undersigned banks (collectively, the "Banks"). RECITALS A. The Company, the Administrative Agents and certain of the Banks (the "Existing Banks") are parties to that certain 1994 Revolving Loan Agreement dated as of April 15, 1994 (the "Credit Agreement") pursuant to which the Existing Banks have extended certain credit facilities to the Company. B. Societe Generale ("New Bank") wishes to be admitted as a Bank pursuant to the Credit Agreement. C. The Company has requested that the Banks make certain amendments to the Credit Agreement as set forth in this First Amendment. D. The Banks have agreed to admit New Bank as a Bank under the Credit Agreement and to make such amendments to the Credit Agreement subject to the terms and conditions of this First Amendment. NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to them in the Credit Agreement. 2. Amendments to Credit Agreement. Subject to the conditions set forth in Section 4 hereof: (a) The following definitions are added to the Credit Agreement: "Agreement" means this Revolving Loan Agreement dated as of April 15, 1994 among the Company, the Banks and the Administrative Agents, as amended. "First Amendment" means the First Amendment to Credit Agreement dated as of July 10, 1995 by and among the Company, the Banks and the Administrative Agents. (b) The following definitions in the Credit Agreement are deleted and replaced with the following: "Bank" means each financial institution which is a signatory to the First Amendment and its successors and assigns permitted by this Agreement and includes the Administrative Agents in their capacities as lenders. "Borrowing Rate and Commitment Fee Table" means the following table which provides the pricing level which will be used to determine the incremental rate Per Annum for the Borrowing Rate applicable to any Loan and the commitment fee. PRICING CHART (expressed in basis points per annum) Pricing Level Level 1 Level 2 Level 3 Level 4 Level 5 Incremental Rate per Annum LIBOR 40.00 50.00 62.50 82.50 112.50 Reference Rate 0.00 0.00 0.00 0.00 0.00 Commitment Fee 15.00 17.50 22.50 27.50 37.50 Incremental rate Per Annum and commitment fee level description based on the Company's senior unsecured long-term debt rating as announced from time to time: Level 1: Equal to or greater than BBB from S&P and Baa2 from Moody's. Level 2: BBB- from S&P and Baa3 from Moody's. Level 3: BB+ from S&P and Baa3 from Moody's or BBB- from S&P and Ba1 from Moody's. Level 4: BB+ from S&P and Ba1 from Moody's. Level 5: Equal to or less than BB from S&P or Ba2 from Moody's or no rating available from S&P or Moody's, except as provided below. Note: In the event the ratings of the two rating agencies do not result in the same incremental rate Per Annum or commitment fee, the credit rating which results in the higher incremental rate Per Annum or commitment fee shall be applicable; provided, however, if no rating is available from S&P or Moody's due to reasons other than issues relating to the Company, the rating of the remaining agency shall be used to determine the incremental rate Per Annum and the commitment fee. "Commitment" means in respect of any Bank the aggregate amount of money which such Bank is obligated to lend to the Company pursuant to the Agreement at the time of determination of such Bank's Commitment including Loans then outstanding and assuming that all conditions precedent to such Bank's obligation to lend money have been satisfied. The initial Commitment of each Bank hereunder shall be the amount set forth opposite such Bank's signature block at the end of the First Amendment. The Commitment is subject to optional and mandatory reduction in accordance with Section 3.2." "Termination Date" means June 30, 2000, or any earlier date established under Section 3.2.2, 3.16 or 7.2 if the Commitments of all Banks are terminated in full." (c) Section 3.1 of the Credit Agreement shall be amended by deleting the words "$650 million" in the second sentence thereof and replacing them with the words "$600 million". 3. Representations and Warranties. The Company hereby represents and warrants to the Administrative Agents and the Banks as of the Effective Date as follows: (a) No default or Event of Default has occurred and is continuing. (b) The execution, delivery and performance by the Company of this First Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, notice to or action by, any person (including any governmental agency) in order to be effective and enforceable. The Credit Agreement as amended by this First Amendment constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject only to the operation of the Bankruptcy Code and other similar statutes for the benefit of debtors generally and to the application of general equitable principles. (c) All representations and warranties of the Company contained in the Credit Agreement are true and correct. (d) The Company is entering into this First Amendment on the basis of its own investigation and for its own reasons, without reliance upon the Administrative Agents and the Banks or any other person. 4. Effective Date. This First Amendment will become effective as of July 12, 1995 (the "Effective Date"), provided that each of the following conditions precedent has been satisfied: (a) The Administrative Agents have received from the Company and each of the Banks a duly executed original of this First Amendment. The Administrative Agents may accept signature pages by facsimile provided that any party sending its signature page by facsimile promptly sends its original by overnight courier. (b) All representations and warranties contained herein are true and correct as of the Effective Date. (c) The Administrative Agents have received, on behalf of themselves, the fees set forth in that certain Letter Agreement dated June 7, 1995 among the Company and the Administrative Agents. (d) The Administrative Agents have received from the Company an executed Note for each Bank. (e) The Administrative Agents have received each of the following from the Company: (i) A copy of a resolution passed by the board of directors of the Company, certified by the Secretary or an Assistant Secretary of the Company as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this First Amendment. (ii) A certificate as to the name and signature of each officer of the Company authorized to sign this First Amendment and the Notes and to borrow and effect other transactions under the Credit Agreement. The Administrative Agents and the Banks may conclusively rely on such certification until they receive notice in writing to the contrary. (iii) A Good Standing Certificate for the Company issued by the Secretary of State of the State of Delaware. (iv) An opinion substantially in the form attached as Schedule 1 to this First Amendment from the General Counsel of the Company. (v) A certificate of a Principal Financial Officer to the effect that (x) all representations and warranties contained in this First Amendment are true and correct as of the Effective Date, (y) since December 31, 1994, there has been no material adverse change in the business, condition or operations (financial or otherwise) of the Company or of the Company and its Subsidiaries on a combined basis, and (z) that no event has occurred and is continuing which, under the terms hereof, is an Event of Default or would, with the lapse of time or notice or both, become an Event of Default. 5. Admission of the New Bank. The New Bank hereby agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement, as amended by this First Amendment, are required to be performed by it as a Bank. The New Bank hereby agrees to be bound by all terms and conditions of the Credit Agreement, as amended by this First Amendment. If the New Bank is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof it agrees that it will furnish the Foreign Administrative Agent and the Company, concurrently with the execution of this First Amendment either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein the New Bank claims entitlement to complete exemption from or reduced rate of U.S. federal withholding tax on all interest payments under the Credit Agreement) and, upon the expiration or obsolescence of any previously delivered form, with a new U.S. Internal Revenue Service Form 4224 or Form 1001 and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by the New Bank, provided, however, that the New Bank shall not be required to deliver a Form 4224 or 1001 under this Section 5 to the extent that the delivery of such form is not authorized by law. 6. Miscellaneous. (a) Except as herein expressly amended, all terms, covenants and provisions of the Credit Agreement are and shall remain in full force and effect and all references therein to such Credit Agreement shall henceforth refer to the Credit Agreement as amended by this First Amendment. This First Amendment shall be deemed incorporated into, and a part of, the Credit Agreement. (b) The Banks hereby agree that the Notes issued to the Banks by the Company prior to the Effective Date are cancelled and shall be of not further force or effect. Each Bank agrees to return such note to their respective Administrative Agent. (c) This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No third party beneficiaries are intended in connection with this First Amendment. (d) This First Amendment shall be governed by and construed in accordance with the law of the State of California. (e) This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. (f) This First Amendment, together with the Credit Agreement, contains the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein and therein. This First Amendment supersedes all prior drafts and communications with respect thereto. This First Amendment may not be amended except in accordance with the provisions of Section 9.7 of the Credit Agreement. (g) If any term or provision of this First Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this First Amendment or the Credit Agreement, respectively. (h) The Company covenants to pay to or reimburse the Administrative Agents for, upon demand, the reasonable fees and disbursements of the Special Counsel to the Administrative Agents in connection with the negotiation of this First Amendment. IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Amendment as of the date first above written. BOISE CASCADE CORPORATION By Vice President and Treasurer Address for notices given manually or by express delivery: Attention Treasurer 1111 West Jefferson Street Boise, Idaho 83702 Address for notices given by mail: Attention Treasurer P. O. Box 50 Boise, Idaho 83728 Address for notices given by telecopy: 208/384-4920 Attention Treasurer BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, AS DOMESTIC ADMINISTRATIVE AGENT By Title Vice President Address for Notices: Bank of America National Trust and Savings Association Attention: Ivo Bakovic Vice President 1455 Market Street, 12th Floor San Francisco, CA 94103 Telecopy No.: 415/622-4894 NATIONAL WESTMINSTER BANK PLC, AS FOREIGN ADMINISTRATIVE AGENT Los Angeles Overseas Branch By Title Vice President Address for Notices: National Westminster Bank Plc Los Angeles Overseas Branch Attention: Michael E. Keating Vice President 350 South Grand Ave., 39th Floor Los Angeles, CA 90071 Telecopy No.: 213/623-6540 Commitment Bank Name, Signature, and Address for Notices $33,000,000 ABN/AMRO BANK NV By Title By Title Domestic Lending Office (For Reference Rate Loans) Address: ABN Amro Bank NV One Union Square 600 University Street, Suite 2323 Seattle, WA 98101 Telecopy No.: 206/682-5641 Eurodollar Lending Office (for LIBOR Rate Loans) Address: ABN Amro Bank NV One Union Square 600 University Street, Suite 2323 Seattle, WA 98101 Telecopy No.: 206/682-5641 Commitment Bank Name, Signature, and Address for Notices $41,000,000 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By Title Domestic Lending Office (For Reference Rate Loans) Address: Bank of America National Trust and Savings Association Attention: Terry Peach Account Administrator 1850 Gateway Boulevard Concord, CA 94520-3281 Telecopy No.: 510/675-7531 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Bank of America National Trust and Savings Association Attention: Daryl Hurst Account Administrator 1850 Gateway Boulevard Concord, CA 94520-3281 Telecopy No.: 510/675-7531 Commitment Bank Name, Signature, and Address for Notices $20,000,000 BANK OF MONTREAL By Title Director Domestic Lending Office (For Reference Rate Loans) Address: Bank of Montreal 115 S. LaSalle Street, 11W Chicago, Illinois 60603 Phone No: 312/750-4312 Fax No.: 315/750-4344 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Bank of Montreal 115 S. LaSalle Street, IIW Chicago, Illinois 60603 Phone No: 312/750-4312 Fax No.: 315/750-4344 Commitment Bank Name, Signature, and Address for Notices $15,000,000 BARCLAYS BANK PLC By Title Domestic Lending Office (For Reference Rate Loans) Address: Barclays Bank Plc 222 Broadway New York, NY 10038 Phone No: 212/412-5876 Telecopy No.: 212/412-4090 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Barclays Bank Plc 222 Broadway New York, NY 10038 Phone No: 212/412-5876 Telecopy No.: 212/412-4090 Commitment Bank Name, Signature, and Address for Notices $33,000,000 CIBC INC. By Title Assistant Vice President Domestic Lending Office (For Reference Rate Loans) Address: CIBC Inc. Two Paces Ferry Road 2727 Paces Ferry Road Suite 1200 Atlanta, GA 30339 Telecopy No.: 404/319-4950 Eurodollar Lending Office (for LIBOR Rate Loans) Address: CIBC Inc. Two Paces Ferry Road 2727 Paces Ferry Road Suite 1200 Atlanta, GA 30339 Telecopy No.: 404/319-4950 Commitment Bank Name, Signature, and Address for Notices $25,000,000 THE CHASE MANHATTAN BANK, N.A. By Domestic Lending Office (For Reference Rate Loans) Address: 2 Chase Plaza New York, NY 10081 Attn: Lenora Kiernan Telephone: 212/552-7529 Telecopy No.: 212/552-1477 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 2 Chase Plaza New York, NY 10081 Attn: Lenora Kiernan Telephone: 212/552-7529 Telecopy No.: 212/552-1477 Commitment Bank Name, Signature, and Address for Notices $33,000,000 CHEMICAL BANK By Title Vice President Domestic Lending Office (For Reference Rate Loans) Address: Chemical Bank Two Grand Central Tower 29th Floor New York, NY 10017 Attn: Thomas Brennan Telecopy No.: 212/622-0130 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Chemical Bank Two Grand Central Tower 29th Floor Attn: Thomas Brennan New York, NY 10017 Telecopy No.: 212/622-0130 Commitment Bank Name, Signature, and Address for Notices $20,000,000 CREDIT LYONNAIS CAYMAN ISLAND BRANCH By Title Authorized Signatory Domestic Lending Office (For Reference Rate Loans) Address: Credit Lyonnais Cayman Island Branch c/o Credit Lyonnais New York Branch Attention: Rod Hurst Vice President 1301 Avenue of the Americas 18th Floor New York, NY 10019 Telecopy No.: 212/459-3179 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Credit Lyonnais Cayman Island Branch c/o Credit Lyonnais New York Branch Attention: Rod Hurst Vice President 1301 Avenue of the Americas 18th Floor New York, NY 10019 Telecopy No.: 212/459-3179 Commitment Bank Name, Signature, and Address for Notices $15,000,000 CREDIT SUISSE By Title: Associate Domestic Lending Office (For Reference Rate Loans) Address: 800 Wilshire Boulevard 8th Floor Los Angeles, CA 90017 Attn: Maria Gaspara Telecopy No.: 213/955-8345 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 800 Wilshire Boulevard 8th Floor Los Angeles, CA 90017 Attn: Maria Gaspara Telecopy No.: 213/955-8345 Commitment Bank Name, Signature, and Address for Notices $15,000,000 FIRST BANK NATIONAL ASSOCIATION By Title: Vice President Domestic Lending Office (For Reference Rate Loans) Address: First Bank Place, MPFP0704 601 Second Avenue South Minneapolis, MN 55402-4302 Telecopy No.: 612/973-0824 Eurodollar Lending Office (for LIBOR Rate Loans) Address: First Bank Place, MPFP0704 601 Second Avenue South Minneapolis, MN 55402-4302 Telecopy No.: 612/973-0824 Commitment Bank Name, Signature, and Address for Notices $15,000,000 FIRST INTERSTATE BANK OF OREGON N.A. By Title Vice President Domestic Lending Office (For Reference Rate Loans) Address: First Interstate Bank of Oregon, N.A. Oregon Corporate F19 Attn: Patrik G. Norris, Vice President 1300 S.W. Fifth Avenue Portland, OR 97201 Mailing Address: P.O. Box 3131 Portland, OR 97208-3131 Telecopy No.: 503/220-4896 Eurodollar Lending Office (for LIBOR Rate Loans) Address: First Interstate Bank of Oregon, N.A. Oregon Corporate F19 Attn: Patrik G. Norris, Vice President 1300 S.W. Fifth Avenue Portland, OR 97201 Mailing Address: P.O. Box 3131 Portland, OR 97208-3131 Telecopy No.: 503/220-4896 Commitment Bank Name, Signature, and Address for Notices $10,000,000 FIRST SECURITY BANK OF IDAHO, N.A. By Title _____________________________ Domestic Lending Office (For Reference Rate Loans) Address: 119 North Ninth Street Boise, ID 83730 Telecopy No.: 208/393-2472 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 119 North Ninth Street Boise, ID 83730 Telecopy No.: 208/393-2472 Commitment Bank Name, Signature, and Address for Notices $15,000,000 THE INDUSTRIAL BANK OF JAPAN, LIMITED Los Angeles Agency By Vice President Domestic Lending Office (For Reference Rate Loans) Address: 350 South Grand Avenue Suite 1500 Los Angeles, CA 90071 Telecopy No.: 213/688-7486 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 350 South Grand Avenue Suite 1500 Los Angeles, CA 90071 Telecopy No.: 213/688-7486 Commitment Bank Name, Signature, and Address for Notices $15,000,000 THE LONG-TERM CREDIT BANK OF JAPAN, LTD. Los Angeles Agency By Title Vice President Domestic Lending Office (For Reference Rate Loans) Address: The Long-Term Credit Bank of Japan, Ltd., Los Angeles Agency 444 S. Flower, Ste. 3700 Los Angeles, CA 90042 Attn: Diane Huynh Telecopy No.: 213/626-1067 Eurodollar Lending Office (for LIBOR Rate Loans) Address: The Long-Term Credit Bank of Japan, Ltd., Los Angeles Agency 444 S. Flower, Ste. 3700 Los Angeles, CA 90042 Attn: Diane Huynh Telecopy No.: 213/626-1067 Commitment Bank Name, Signature, and Address for Notices $33,000,000 MELLON BANK, NATIONAL ASSOCIATION By Title _____________________________ Domestic Lending Office (For Reference Rate Loans) Address: Three Mellon Bank Center Room 2304 Pittsburgh, PA 15259-0003 Telecopy No.: 412/234-5049 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Three Mellon Bank Center Room 2304 Pittsburgh, PA 15259-0003 Telecopy No.: 412/234-5049 Commitment Bank Name, Signature, and Address for Notices $33,000,000 MORGAN GUARANTY TRUST COMPANY OF NEW YORK By Title Domestic Lending Office (For Reference Rate Loans) Address: c/o J. P. Morgan Services Inc. 500 Stanton Christiana Road Newark, DE 19713-2107 Telecopy No.: 302/634-1094 302/634-4222 Eurodollar Lending Office (for LIBOR Rate Loans) Address: c/o J. P. Morgan Services Inc. 500 Stanton Christiana Road Newark, DE 19713-2107 Telecopy No.: 302/634-1094 302/634-4222 Commitment Bank Name, Signature, and Address for Notices $41,000,000 NATIONAL WESTMINSTER BANK PLC By Title Vice President Domestic Lending Office (For Reference Rate Loans) Address: National Westminster Bank Plc Los Angeles Overseas Branch Attention: Michael E. Keating Vice President 350 South Grand Ave., 39th Floor Los Angeles, CA 90071 Telecopy No.: 213/623-6540 Eurodollar Lending Office (for LIBOR Rate Loans) Address: National Westminster Bank Plc Nassau Branch c/o NATWEST BANK PLC 175 Water Street New York, NY 10038 Telecopy No.: 212/602-4118 Commitment Bank Name, Signature, and Address for Notices $20,000,000 NATIONSBANK OF NORTH CAROLINA, N.A. By Title: Senior Vice President Domestic Lending Office (For Reference Rate Loans) Address: 100 N. Tryon Street 8th Floor Charlotte, NC 28255 Telecopy No.: 704 386-3271 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 100 N. Tryon Street 8th Floor Charlotte, NC 28255 Telecopy No.: 204 386-3271 Commitment Bank Name, Signature, and Address for Notices $25,000,000 THE NORTHERN TRUST COMPANY By Title: Vice President Domestic Lending Office (For Reference Rate Loans) Address: 50 S. LaSalle Street Chicago, IL 60675-0002 Telecopy No.: 312 630-1566 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 50 S. LaSalle Street Chicago, IL 60675-0002 Telecopy No.: 312 630-1566 Commitment Bank Name, Signature, and Address for Notices $20,000,000 ROYAL BANK OF CANADA By Title ________________________ Domestic Lending Office (For Reference Rate Loans) Address: Royal Bank of Canada Los Angeles Jewel Haines Loans Administration 1 Financial Square, 24th Floor New York, NY 10005-3531 Telephone: 212/428-6321 Telecopy No.: 212/428-2372 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Royal Bank of Canada Los Angeles Jewel Haines Loans Administration 1 Financial Square, 24th Floor New York, NY 10005-3531 Telephone: 212/428-6321 Telecopy No.: 212/428-2372 Commitment Bank Name, Signature, and Address for Notices $15,000,000 SOCIETE GENERALE By Title Domestic Lending Office (For Reference Rate Loans) Address: Societe Generale Ms. Tulinh La Wu 2029 Century Park East Suite 2900 Los Angeles, CA 90067 Telephone: 310/788-7100 Telecopy No.: 310/203-0539 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Societe Generale Ms. Tulinh La Wu 2029 Century Park East Suite 2900 Los Angeles, CA 90067 Telephone: 310/788-7100 Telecopy No.: 310/203-0539 Commitment Bank Name, Signature, and Address for Notices $15,000,000 SWISS BANK CORPORATION By Title Director, Merchant Banking By Title Associate Director, Merchant Banking Domestic Lending Office (For Reference Rate Loans) Address: Swiss Bank Corporation 101 California Street Suite 1700 San Francisco, CA 94111-5884 Telecopy No.: 415/956-3882 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Swiss Bank Corporation 101 California Street Suite 1700 San Francisco, CA 94111-5884 Telecopy No.: 415/956-3882 Commitment Bank Name, Signature, and Address for Notices $25,000,000 THE TORONTO-DOMINION BANK By Title _____________________________ Domestic Lending Office (For Reference Rate Loans) Address: 909 Fannin St., Suite 1700 Houston, TX 77010 Telecopy No.: 713/951-9921 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 909 Fannin St., Suite 1700 Houston, TX 77010 Telecopy No.: 713/951-9921 Commitment Bank Name, Signature, and Address for Notices $33,000,000 UNION BANK OF SWITZERLAND, LOS ANGELES BRANCH By Title Domestic Lending Office (For Reference Rate Loans) Address: 444 South Flower Street Suite 4500 Los Angeles, CA 90071 Telecopy No.: 213/489-0637 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 444 South Flower Street Suite 4500 Los Angeles, CA 90071 Telecopy No.: 213/489-0637 Commitment Bank Name, Signature, and Address for Notices $25,000,000 WACHOVIA BANK OF GEORGIA, NATIONAL ASSOCIATION By Title Senior Vice President Domestic Lending Office (For Reference Rate Loans) Address: Wachovia Bank of Georgia, N.A. 191 Peachtree Street, N.E. Atlanta, GA 30303 Telecopy No.: 404/332-6898 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Wachovia Bank of Georgia, N.A. 191 Peachtree Street, N.E. Atlanta, GA 30303 Telecopy No.: 404/332-6898 Commitment Bank Name, Signature, and Address for Notices $10,000,000 WEST ONE BANK, IDAHO By James W. Henken Title Vice President Domestic Lending Office (For Reference Rate Loans) Address: 101 South Capitol Blvd. Boise, ID 83702 Telecopy No.: 208/383-7563 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 101 South Capitol Blvd. Boise, ID 83702 Telecopy No.: 208/383-7563 EX-12 3 EXHIBIT 12 TO 10Q EXHIBIT 12 BOISE CASCADE CORPORATION AND SUBSIDIARIES Ratio of Earnings to Fixed Charges
Six Months Year Ended December 31 Ended June 30 1990 1991 1992 1993 1994 1994 1995 (dollar amounts expressed in thousands) Interest costs $ 142,980 $ 201,006 $ 191,026 $ 172,170 $ 169,170 $ 86,080 $ 82,027 Interest capitalized during the period 35,533 6,498 3,972 2,036 1,630 791 1,472 Interest factor related to noncapitalized leases(1) 3,803 5,019 7,150 7,485 9,161 4,249 4,829 _________ _________ _________ _________ _________ _________ _________ Total fixed charges $ 182,316 $ 212,523 $ 202,148 $ 181,691 $ 179,961 $ 91,120 $ 88,328 Income (loss) before income taxes $ 121,400 $(128,140) $(252,510) $(125,590) $ (64,750) $ (94,600) $ 280,650 Undistributed (earnings) losses of less than 50% owned persons, net of distributions received 2,966 (1,865) (2,119) (922) (1,110) (1,093) (15,350) Total fixed charges 182,316 212,523 202,148 181,691 179,961 91,120 88,328 Minority interest - - - - - - 1,340 Less: Interest capitalized (35,533) (6,498) (3,972) (2,036) (1,630) (791) (1,472) Guarantee of interest on ESOP debt (24,869) (24,283) (23,380) (22,208) (20,717) (10,397) (9,727) _________ _________ _________ _________ _________ _________ _________ Total earnings (losses) before fixed charges $ 246,280 $ 51,737 $ (79,833) $ 30,935 $ 91,754 $ (15,761) $ 343,769 Ratio of earnings to fixed charges(2) 1.35 - - - - - 3.89 (1) Interest expense for operating leases with terms of one year or longer is based on an imputed interest rate for each lease. (2) Earnings before fixed charges were inadequate to cover total fixed charges by $160,786,000, $281,981,000, $150,756,000, and $88,207,000 for the years ended December 31, 1991, 1992, 1993, and 1994 and $106,881,000 for the six-month period ended June 30, 1994.
EX-27 4 EXHIBIT 27 (FDS) TO 10Q
5 The data schedule contains summary financial information extracted from Boise Cascade Corporation's Balance Sheet at June 30, 1995, and from its Statement of Income for the six months ended June 30, 1995. The information presented is qualified in its entirety by reference to such financial statements. 1,000 6-MOS DEC-31-1995 JUN-30-1995 37,258 39,893 458,827 2,816 403,215 1,036,123 5,048,237 2,152,386 4,435,215 830,332 1,492,992 118,635 0 565,463 830,847 4,435,215 2,493,160 2,471,910 1,994,750 2,197,730 0 0 72,300 280,650 116,350 162,960 0 0 0 162,960 2.75 2.49
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