-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NVPRL5neI/AQmOjaUxHBThI9R6UMLRSq0voBVuUU2NWmz8XuJ6fRBRLZKZlMBKBz xzXc2bNnwnaYC4fW3OVJew== 0000950172-00-000545.txt : 20000314 0000950172-00-000545.hdr.sgml : 20000314 ACCESSION NUMBER: 0000950172-00-000545 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000313 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOISE CASCADE OFFICE PRODUCTS CORP CENTRAL INDEX KEY: 0000938839 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 820477390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: SEC FILE NUMBER: 005-44929 FILM NUMBER: 567299 BUSINESS ADDRESS: STREET 1: 800 WEST BRYN MAWR AVE CITY: ITASCA STATE: IL ZIP: 60143 BUSINESS PHONE: 7087735000 MAIL ADDRESS: STREET 1: 800 WEST BRYN MAWR AVE STREET 2: 1111 WEST JEFFERSON STREET CITY: ITASCA STATE: IL ZIP: 60143 FILED BY: 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: SC TO-C BUSINESS ADDRESS: STREET 1: 1111 WEST JEFFERSON STREET STREET 2: P O BOX 50 CITY: BOISE STATE: ID ZIP: 83728-0001 BUSINESS PHONE: 2083846161 SC TO-C 1 SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) BOISE CASCADE OFFICE PRODUCTS CORPORATION (Name of Subject Company) BOISE CASCADE CORPORATION BOISE ACQUISITION CORPORATION (Name of filing persons, Offerors) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 097403 10 9 (CUSIP Number of Class of Securities) JOHN W. HOLLERAN SENIOR VICE PRESIDENT BOISE CASCADE CORPORATION P.O. BOX 50 BOISE, ID 83728-0001 (208) 384-6161 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) COPY TO: MARGARET A. BROWN SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE BEACON STREET BOSTON, MA 02108 TELEPHONE: (617) 573-4800 FACSIMILE: (617) 573-4822 CALCULATION OF FILING FEE ============================================================================= Transaction Valuation Amount of Filing Fee ----------------------------------------------------------------------------- $ $ ============================================================================= ( ) Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount previously paid: $ Filing party: Form or registration no.: Schedule TO Date filed: (X) Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: ( ) third-party tender offer subject to Rule 14d-1. ( ) issuer tender offer subject to Rule 13e-4. ( ) going-private transaction subject to Rule 13e-3. ( ) amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of a tender offer: ( ) Item 12. Exhibits Exhibit 1: press release dated March 13, 2000 SIGNATURES After due inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. BOISE CASCADE CORPORATION By: /s/ JOHN W. HOLLERAN ------------------------------ Name: John W. Holleran Title: Senior Vice President BOISE ACQUISITION CORPORATION By: /s/ JOHN W. HOLLERAN ------------------------------ Name: John W. Holleran Title: Senior Vice President EX-99 2 EXHIBIT 1 - PRESS RELEASE Media contact: Michael Moser (Office) (208) 384-6016 (Home) (208) 853-9259 Investor contact: Vincent Hannity (Office) (208) 384-6390 (Home) (208) 345-8141 FOR IMMEDIATE RELEASE: March 13, 2000 BOISE CASCADE'S PROPOSAL TO PURCHASE MINORITY PUBLIC SHARES OF BOISE CASCADE OFFICE PRODUCTS FOR $16.50 PER SHARE ACCEPTED BY BOP'S COMMITTEE OF INDEPENDENT DIRECTORS BOISE, Idaho -- Boise Cascade Corporation (NYSE:BCC) announced today that its proposal to acquire the minority public shares of Boise Cascade Office Products (NYSE:BOP) for $16.50 per share in cash has been accepted by BOP's committee of independent directors. The committee has determined that the proposed price of $16.50 per share is fair to the minority public shareholders and will recommend that BOP shareholders tender their shares pursuant to Boise Cascade's offer. Boise Cascade and Boise Cascade Office Products have signed an Agreement and Plan of Merger, under which Boise Cascade will purchase all of the publicly held shares of Boise Cascade Office Products for $16.50 per share in cash. Under this agreement, Boise Cascade will commence a tender offer for the shares as soon as practical. Success of the tender offer will be contingent upon acquiring a majority of the shares not currently held by Boise Cascade. George J. Harad, chairman of the board and chief executive officer of Boise Cascade, stated that he is very pleased that the proposal has been accepted by the committee of independent directors. "We view the acquisition of BOP's minority shares as an attractive investment that is consistent with our focus on growing our distribution businesses," he said. "We expect the proposed transaction to enhance Economic Value Added over time." Boise Cascade Corporation, headquartered in Boise, Idaho, is a major distributor of office products and building materials and an integrated manufacturer and distributor of paper and wood products. The company also owns and manages over 2 million acres of timberland in the United States. Visit the Boise Cascade web site at www.bc.com. EACH BOP SHAREHOLDER WILL RECEIVE AN OFFER TO PURCHASE SHARES. THIS DOCUMENT WILL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY. BOISE CASCADE WILL ALSO FILE A TENDER OFFER STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. THIS STATEMENT WILL CONTAIN THE OFFER TO PURCHASE ALONG WITH OTHER IMPORTANT INFORMATION. ALL DOCUMENTS FILED WITH THE SEC CAN BE EXAMINED FREE OF CHARGE AT THE SEC WEB SITE (http://www.sec.gov). THEY WILL ALSO BE AVAILABLE FREE OF CHARGE BY CALLING THE BOISE CASCADE SHAREHOLDER SERVICES DEPARTMENT AT 1-800-544-6473. # # # -----END PRIVACY-ENHANCED MESSAGE-----