AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 2000
REGISTRATION NO. 333-74981
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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BOISE CASCADE DELAWARE 82-0100960
CORPORATION DELAWARE TO BE APPLIED FOR
BOISE CASCADE TRUST I DELAWARE TO BE APPLIED FOR
BOISE CASCADE TRUST II DELAWARE TO BE APPLIED FOR
BOISE CASCADE TRUST III (State or other (I.R.S. Employer
(Exact name of jurisdiction of Identification Nos.)
registrants as incorporation or
specified in their organization)
charters)
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1111 WEST JEFFERSON STREET
P.O. BOX 50
BOISE, IDAHO 83728-0001
(208) 384-6161
(Address, including zip code, and telephone number, including area code,
of registrants' principal executive offices)
------------------------
JOHN W. HOLLERAN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
BOISE CASCADE CORPORATION
1111 WEST JEFFERSON STREET
P.O. BOX 50
BOISE, IDAHO 83728-0001
(208) 384-7704
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
------------------------
COPIES TO:
J. CRAIG WALKER ROBERT E. BUCKHOLZ, JR.
BELL, BOYD & LLOYD SULLIVAN & CROMWELL
Three First National Plaza 125 Broad Street
Chicago, IL 60602 New York, NY 10004
(312-807-4321) (212-558-3876)
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- --------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED MAY 16, 2000
PROSPECTUS
$300,000,000
BOISE CASCADE CORPORATION
BOISE CASCADE TRUST I
BOISE CASCADE TRUST II
BOISE CASCADE TRUST III
- ------------------------------ BOISE CASCADE CORPORATION
The information in this prospectus is We may offer and sell the following securities separately
not complete and may be changed. We or in combination, in one or more offerings:
may not sell these securities until - common stock
the registration statement filed with - preferred stock (which may be in the form of
the Securities and Exchange depositary or fractional shares)
Commission is effective. This - debt securities
prospectus is not an offer to sell - warrants
these securities and it is not - purchase contracts
soliciting an offer to buy these - preferred securities (through the Trusts)
securities in any state where the The purchase contracts will require the purchaser to buy
offer or sale is not permitted. a certain amount of common or preferred stock, and may
WE WILL PROVIDE THE SPECIFIC TERMS require us to pay the purchasers certain fees.
AND THE INITIAL PUBLIC OFFERING PRICE THE TRUSTS
FOR EACH OFFERING IN A SUPPLEMENT TO The Trusts are each Delaware business trusts that may
THIS PROSPECTUS. YOU SHOULD READ THIS offer and sell preferred securities. Each Trust will use
PROSPECTUS AND THE SUPPLEMENT the proceeds of its security sales to buy subordinated
CAREFULLY BEFORE YOU DECIDE TO debt securities of Boise Cascade Corporation. The Trust
INVEST. THIS PROSPECTUS MAY NOT BE will receive cash payments from the subordinated debt
USED TO SELL SECURITIES UNLESS securities and will distribute those payments to its
ACCOMPANIED BY A PROSPECTUS security holders. Boise Cascade will guarantee the
SUPPLEMENT. Trusts' obligation to distribute cash to the holders of
- ------------------------------ the preferred securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is May 16, 2000
TABLE OF CONTENTS
PAGE
--------
Forward-Looking Statements.................................. 2
About this Prospectus....................................... 3
About Boise Cascade......................................... 3
About The Trusts............................................ 3
Where You Can Find More Information......................... 4
Incorporation by Reference.................................. 5
Use of Proceeds............................................. 6
Ratio of Earnings to Fixed Charges and Ratio of Earnings to
Combined Fixed Charges
and Preferred Stock Dividends............................. 6
Description of the Securities We May Offer.................. 6
Description of Common Stock................................. 9
Description of Preferred Stock.............................. 11
Description of Depositary Shares............................ 15
Description of Debt Securities.............................. 18
Description of Warrants..................................... 28
Description of the Purchase Contracts and the Units......... 29
Description of the Trust Preferred Securities............... 29
Description of the Trust Preferred Securities Guarantee..... 34
Relationship Among the Trust Preferred Securities, the Trust
Preferred Securities
Guarantee and the Subordinated Debt Securities Held by the
Trust..................................................... 37
Plan of Distribution........................................ 37
Validity of Offered Securities.............................. 39
Experts..................................................... 39
FORWARD-LOOKING STATEMENTS
Some statements made in this prospectus or incorporated by reference in this
prospectus are forward-looking statements. Because these forward-looking
statements include risks and uncertainties, actual results may differ materially
from the results expressed in or implied by the statements. Factors that could
cause actual results to differ include, among other things:
- our continued ability to execute our business strategies and achieve cost
structure improvements;
- fluctuations in production capacity and demand across pulp, paper, and
wood products markets;
- changes in economic growth in the United States and abroad, particularly
in Asia, and the effect of those changes on imports and exports of paper
and wood products;
- changes in interest rates which may affect the number of housing starts;
- the pace and success of acquisitions in our distribution businesses; and
- other factors included in our filings with the SEC.
2
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that we filed
with the SEC. By using a shelf registration statement, we may sell any
combination of the securities described in this prospectus in one or more
offerings at various times. The total dollar amount we raise through these
offerings will not exceed $300,000,000.
This prospectus provides you with only a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that contains specific information about the terms of
those securities. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and the prospectus supplement, together with the additional information
described under the heading "Where You Can Find More Information."
This prospectus does not contain separate financial statements for the
Trusts because we do not believe investors would base investment decisions on
the separate financial information of the Trusts. We believe investors would
instead rely on the consolidated financial information that we file with the SEC
under the Exchange Act for the following reasons:
- each Trust is our wholly owned finance subsidiary;
- the Trusts will not have any independent assets or operations other than
issuing common and preferred securities and purchasing our subordinated
debt securities; and
- we will fully and unconditionally guarantee each Trust's obligations under
its preferred securities, and we will be the sole guarantor of these
obligations.
You should rely only on the information contained or incorporated by
reference in this prospectus and the prospectus supplement. Neither we nor the
underwriters have authorized any other person to provide you with different
information. Neither we nor the underwriters will make an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus, as well as
information we previously filed with the SEC and incorporated by reference, is
accurate only as of the date on the front cover of this prospectus. Our
business, financial condition, results of operations, and prospects may have
changed since that date.
ABOUT BOISE CASCADE
Boise Cascade Corporation is a major distributor of office products and
building materials and an integrated manufacturer and distributor of paper and
wood products. We also own and manage over 2 million acres of timberland in the
United States.
Boise Cascade is a Delaware corporation, and our principal executive office
is located at 1111 West Jefferson Street, Boise, Idaho 83728-0001, telephone
208/384-6161. All references to "we," "us," or "Boise Cascade" in this
prospectus mean, unless the context otherwise indicates, Boise Cascade
Corporation and its consolidated subsidiaries.
ABOUT THE TRUSTS
Each of the Trusts is a business trust formed under Delaware law by (i) a
separate declaration of trust executed by Boise Cascade, as depositor, and the
trustees for the trust, and (ii) a certificate of trust filed with the Delaware
Secretary of State. When the securities of a Trust are issued the first time,
the Trust's declaration will be amended and restated to set forth the
substantive terms of the trust securities, substantially in the form filed as an
exhibit to
3
the registration statement, as of the date the securities are initially issued.
Each amended declaration will be qualified as an indenture under the Trust
Indenture Act of 1939. Any reference in this prospectus to the declaration means
the amended declaration.
Each Trust exists solely for the purposes of:
- issuing preferred and common securities representing undivided beneficial
interests in the assets of that trust;
- investing the proceeds of those issuances in junior subordinated debt
securities of Boise Cascade; and
- engaging only in other incidental activities.
By selling debt securities to the Trusts rather than issuing preferred and
common securities of its own, Boise Cascade expects to realize significant tax
benefits.
Boise Cascade will own all of the common securities of each Trust. The
common and preferred securities will generally have equal payment rights, and
payments on both will be made pro rata. However, the holders of the preferred
securities will have primary payment rights if an event of default has occured
under the Trust's declaration as of the date of any distribution, liquidation,
or redemption. The total liquidation amount of the common securities will equal
3% of the total capital of each Trust, and the total liquidation amount of the
preferred securities will equal 97%.
Each Trust will last approximately 55 years, unless it is terminated earlier
according to its amended declaration. Because Boise Cascade will hold all the
common securities, it will be entitled to appoint, remove, or replace the
trustees of each Trust without input from the holders of the trust preferred
securities. The trustees will conduct the business and affairs of each Trust.
The declaration will govern the duties and obligations of the trustees.
A majority of the trustees of each Trust will be employees, officers, or
affiliates of Boise Cascade. In limited circumstances which will be explained in
the prospectus supplement, the holders of a majority of the preferred securities
will be entitled to appoint an additional trustee, who does not have to be
affiliated with Boise Cascade.
One trustee of each Trust will be a financial institution not affiliated
with Boise Cascade. This trustee will act as property trustee and as indenture
trustee under the Trust Indenture Act, under the terms stated in the prospectus
supplement. The property trustee will:
- hold title to the debt securities for the benefit of the Trust's security
holders.
- have the power to exercise all rights, powers, and privileges under the
indenture related to the debt securities.
- control a segregated non-interest bearing bank account which holds all
payments received by the Trust in respect of the debt securities.
- make all payments to the Trust's security holders, including distributions
and liquidation and redemption payments.
The security holders will have economic rights, rights to information,
voting rights, and other rights, which are stated in the declaration of each
Trust, the Delaware Business Trust Act and the Trust Indenture Act. Boise
Cascade will pay all fees and expenses related to the Trusts and the offering of
trust securities. The Delaware office of the trustee for each Trust will be
Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890.
The Trusts' principal place of business will be c/o Boise Cascade Corporation,
1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728-0001.
WHERE YOU CAN FIND MORE INFORMATION
Boise Cascade Corporation files reports, proxy statements, and other
information with the Securities and Exchange Commission. Our filings are
available over the Internet at the SEC's web
4
site at http://www.sec.gov. You may also read and copy any document we file with
the SEC at the SEC's public reference rooms at:
- 450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549;
- Seven World Trade Center
13th Floor
New York, New York 10048; and
- Citicorp Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60601.
Please call the SEC at 1-800-SEC-0330 for more information on the public
reference rooms and their copy charges. You may also inspect the reports and
other information we file with the SEC at:
- New York Stock Exchange
20 Broad Street
New York, New York 10005; and
- Chicago Stock Exchange
One Financial Place
440 South LaSalle Street
Chicago, Illinois 60605-1070.
We have filed a registration statement on Form S-3 with the SEC that covers
the securities described in this prospectus. For further information on Boise
Cascade, the Trusts and the securities, you should refer to our registration
statement and its exhibits. In this prospectus, we have summarized material
provisions of contracts and other documents. We have included copies of these
documents as exhibits to our registration statement. The registration statement
can be obtained from the SEC in the ways described above, or from Boise Cascade.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information we file with
them. This means that we can disclose important information to you by referring
you to those documents. Any information we reference in this manner is
considered part of this prospectus. Any information we file with the SEC after
the date of this prospectus will automatically update and, to the extent
information contained in these future SEC filings differs from or is not
consistent with the information contained in this prospectus, supersede the
information contained in this prospectus.
We incorporate by reference the following documents which we have filed with
the SEC:
(1) Annual Report on Form 10-K for the year ended December 31, 1999 (filed
on February 29, 2000);
(2) The portions of Boise Cascade's Proxy Statement on Schedule 14A for the
annual meeting of shareholders held on April 20, 2000 (filed on
March 21, 2000), that have been incorporated by reference into the 10-K
for the year ended December 31, 1999;
(3) Current Report on Form 8-K (filed on April 20, 2000); and
(4) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000
(filed on May 11, 2000).
We also incorporate by reference any future filings we will make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the date of this prospectus but before the end of the offering of the
securities made by this prospectus. Our SEC file number is 1-5057.
You may request a free copy of these filings by contacting us at:
Investor Relations Department
Boise Cascade Corporation
P.O. Box 50
Boise, ID 83728-0001
208/384-6390
e-mail: BCWEB@BC.COM
5
USE OF PROCEEDS
Unless we indicate otherwise in the prospectus supplement, we expect to use
the net proceeds we receive from any offering of these securities for our
general corporate purposes, including working capital, repayment or reduction of
debt, and capital expenditures. We may also use proceeds to acquire new
facilities or real property or other business enterprises. Each of the Trusts
will use the net proceeds from the sale of its preferred securities to purchase
a series of junior subordinated debt securities from Boise Cascade. We also
expect to use the net proceeds from the sale of those junior subordinated debt
securities for the purposes described in this section.
RATIO OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED DIVIDEND REQUIREMENTS
THREE
MONTHS
ENDED
YEAR ENDED DECEMBER 31 MARCH 31,
---------------------------------------------------- -------------------
1995 1996 1997 1998 1999 1999 2000
---- ---- ---- ---- ---- ---- ----
Ratio of earnings to fixed charges (1)............. 4.18 -- -- -- 2.95 1.67 2.55
Ratio of earnings to combined fixed charges and
preferred dividend requirements (2).............. 3.36 -- -- -- 2.88 1.49 2.27
- ------------------------
(1) Earnings before fixed charges were inadequate to cover total fixed charges
by $5,602,000, $50,666,000, and $29,099,000 for the years ended
December 31, 1996, 1997, and 1998.
(2) Earnings before fixed charges were inadequate to cover combined fixed
charges and preferred stock dividend requirements by $52,935,000,
$79,011,000, and $34,368,000 for the years ended December 31, 1996, 1997,
and 1998.
DESCRIPTION OF THE SECURITIES WE MAY OFFER
Boise Cascade may issue separately or in combination, in one or more
offerings:
- common stock, par value $2.50 per share;
- preferred stock, no par value per share, which may be issued in the form
of depositary shares representing fractions of shares of preferred stock;
- debt securities, which may be senior or subordinated;
- warrants to purchase other securities; and
- purchase contracts.
The Trusts may issue trust preferred securities in one or more offerings at
various times. Boise Cascade will unconditionally guarantee the trust preferred
securities.
This prospectus summarizes the material and general terms of the various
securities that we or the Trusts may offer, with a separate section below for
each type of security. The prospectus supplement relating to any particular
securities will describe the specific terms of the securities, which may be in
addition to or different from the general terms summarized in this prospectus.
The prospectus supplement will also state the terms of the offering, the initial
public offering price and the net proceeds to Boise Cascade. Where applicable,
the prospectus supplement will describe any material United States federal
income tax considerations relating to the offered securities and indicate
whether the securities are or will be listed on any securities exchange.
The summaries in this prospectus and the prospectus supplement do not
describe every
6
aspect of the securities. When evaluating the offered securities, you should
also refer to the provisions of other documents which relate to the offered
securities, as described in the sections below. These other documents are filed
as exhibits to or incorporated by reference in the registration statement.
BOOK-ENTRY SYSTEM FOR GLOBAL SECURITIES
Boise Cascade or the Trusts may issue the securities contemplated by this
prospectus in the form of one or more fully registered global securities, which
represent offered securities. These global securities will be deposited with The
Depository Trust Company ("DTC") and registered in the name of its nominee. The
global securities are traded in units which are beneficial interests
representing fractional portions of the global security. DTC (or its nominee)
will hold each global security in book-entry form, as described below, for the
benefit of institutions that have accounts with DTC ("participants").
DTC has advised us that it is:
- A limited-purpose trust company organized under the laws of the state of
New York;
- A member of the Federal Reserve System;
- A "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
- A "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934.
DTC was created to hold securities for its participants and to facilitate
the clearance and settlement of securities transactions among its participants
through electronic book-entry changes in participants' accounts. DTC's
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations, some of whom (and/or
their representatives) own DTC. Others, such as banks, brokers, dealers and
trust companies that either directly or indirectly clear through or maintain a
custodial relationship with a participant, also have access to DTC's book-entry
system. DTC administers its book-entry system in accordance with its rules and
bylaws and legal requirements.
When a global security representing offered securities is issued, DTC will
credit (on its book-entry registration and transfer system) the principal amount
to participants' accounts, in varying amounts as subscribed by the participants.
DTC will maintain ownership records for participants' interests, and the
participants will maintain ownership records for persons who purchase through
them. Ownership interests may be transferred only through those records.
So long as DTC (or its nominee) is the registered holder of a global
security, DTC (or its nominee) will be considered, for all purposes the sole
owner and holder of the related securities. Except as described below, you will
not be entitled to:
- have the securities registered in your name; or
- receive physical delivery of your securities in definitive form.
The laws of some jurisdictions may require that certain purchasers take physical
delivery of securities in definitive form. These laws may restrict or prevent
the transfer of beneficial interests in a global security.
Each person owning a beneficial interest in a global security must rely on
DTC's procedures (and, if that person holds through a participant, on the
participant's procedures) to exercise any rights of a holder of offered
securities under the global security or the indentures. The indentures provide
that DTC may grant proxies and otherwise authorize participants to take any
action which DTC is entitled to take under the indentures or the global
security. We understand that under existing industry practice, if Boise Cascade
or a Trust requests any action of holders or an owner of a beneficial interest
in a global security desires to take any action that DTC (as the holder of the
global security) is entitled to take, DTC would authorize the participants to
take that action and the participants would authorize the beneficial
7
owners to take the action or would otherwise act upon the instructions of the
beneficial owners.
Boise Cascade or the Trusts will make payments to DTC. We expect that when
DTC receives any payment, it will immediately credit participants' accounts with
payments in amounts proportionate to their respective beneficial interests. We
also expect that payments by participants to owners of beneficial interests in a
global security held through them will be governed by standing instructions and
customary practices (as is the case with securities held by brokers for
customers' accounts in "street name"). The indentures may grant Boise Cascade or
the Trusts the right to redeem any global security. In that case, Boise Cascade
or the Trusts will notify DTC of the redemption and will make final payment to
DTC. We expect that DTC and the participants will in turn notify the respective
beneficial holders and distribute payment to them accordingly. Boise Cascade,
the Trusts or any trustee will not be responsible or liable for:
- any aspect of the records relating to, or payments made on account of,
beneficial ownership interests in a global security for any securities;
- the maintenance, supervision, or review of any records relating to any
beneficial ownership interests;
- any other aspect of the relationship between DTC and its participants; or
- the relationship between the participants and the beneficial owners.
The global securities may not be transferred except as a whole between DTC
and its nominee, unless they are exchanged for global securities of the same
aggregate denomination to be registered in DTC's or its nominee's name, or
unless they are exchanged in whole or in part for certificated securities in
definitive form. The securities of any series represented by a global security
may be exchanged for certificated securities in definitive form only if:
- DTC notifies us that it is unwilling or unable to continue as depositary
for the global security or if at any time it ceases to be a clearing
agency registered under the Securities Exchange Act of 1934;
- Boise Cascade notifies the Trustee that it has decided not to have the
securities of that series represented by a global security; or
- in the case of debt securities, an event of default has occurred and is
continuing with respect to the debt securities.
If there is such an exchange, we will issue certificated securities in
authorized denominations and registered in such names as DTC directs.
8
DESCRIPTION OF COMMON STOCK
Boise Cascade's authorized capital stock consists of 200,000,000 shares of
common stock and 10,000,000 shares of preferred stock. We describe the preferred
stock under the heading "Description of Preferred Stock" below.
This section summarizes the material and general terms of the common stock.
The prospectus supplement relating to the common stock offered will state the
number of shares offered, the initial offering price and market price, dividend
information and any other relevant information. The summaries in this section
and the prospectus supplement do not describe every aspect of the common stock.
When evaluating the common stock, you should also refer to all the provisions of
Boise Cascade's Restated Certificate of Incorporation, Boise Cascade's by-laws
and the Delaware General Corporation Law. The Restated Certificate of
Incorporation and the by-laws are incorporated by reference in the registration
statement.
TERMS OF THE COMMON STOCK
As of January 31, 2000, there were 57,217,861 shares of common stock issued
and outstanding, and 8,814,542 shares reserved for issuance under Boise
Cascade's stock option plans and under outstanding convertible securities.
The holders of common stock have one vote for each share held. Subject to
the rights of holders of any outstanding preferred stock, holders of common
stock are entitled to receive dividends declared by the Board of Directors from
time to time out of funds legally available for dividends. If a liquidation
(whether voluntary or involuntary) or reduction in Boise Cascade's capital
results in any distribution of assets to stockholders, the holders of common
stock are entitled to receive, pro rata according to the number of the shares
held by each, all of the assets of Boise Cascade remaining for distribution
after creditors are paid and after the holders of any outstanding preferred
stock receive the full preferential amounts to which they are entitled.
Holders of common stock do not have preemptive rights to subscribe for or
purchase any new or additional issue of common stock or securities convertible
into common stock. Shares of the common stock are not subject to redemption.
The outstanding shares of common stock are listed on the New York Stock
Exchange and the Chicago Stock Exchange. Boise Cascade maintains its own stock
transfer records and acts as a transfer agent for the common stock. Norwest Bank
Minnesota, N.A. is co-transfer agent and registrar of the common stock.
SHAREHOLDER RIGHTS PLAN
Boise Cascade has had a shareholder rights plan since January 1986. The
current plan took effect in December 1998. At that time, the rights under the
previous plan expired and we distributed to our common stockholders one new
right for each common share held. Rights will be issued with each share of
common stock issued before the rights expire or become exercisable. The rights
expire in December 2008. The rights become exercisable ten days after a person
or group acquires 15% of Boise Cascade's outstanding voting securities or ten
business days after a person or group commences or announces an intention to
commence a tender or exchange offer that could result in the acquisition of 15%
of the outstanding voting securities. If the rights become exercisable, each
full right entitles the holder to purchase one share of common stock at a
purchase price of $175 per share, subject to adjustment. In addition, upon the
occurrence of certain events involving a potential change in control that the
Board of Directors has not approved, the rights may "flip in" and entitle
holders to buy common stock, or "flip over" and entitle holders to buy common
stock in an acquiring entity, in such an amount that the market value is equal
to twice the purchase price. The rights are nonvoting and may be redeemed by
Boise Cascade for one cent per right at any time before they become exercisable.
9
PROVISIONS WITH POSSIBLE ANTI-TAKEOVER EFFECTS
Various provisions of Boise Cascade's Restated Certificate of Incorporation,
by-laws, and shareholder rights plan and the Delaware General Corporation Law
may hinder or delay any transaction involving Boise Cascade that might result in
a change of control.
SHAREHOLDER RIGHTS PLAN
As discussed above, Boise Cascade has adopted a shareholder rights plan
which provides stockholders with the right to purchase shares of common stock or
securities of an acquiring company at half the market price under certain
circumstances involving a potential change in control of Boise Cascade that the
Board of Directors has not approved.
DELAWARE GENERAL CORPORATION LAW SECTION 203
The Delaware General Corporation Law provides, among other things, that any
beneficial owner of 15% or more of Boise Cascade's voting stock is prohibited,
without the prior approval of the Board of Directors, from entering into any
business combination with Boise Cascade for three years from the date that 15%
ownership interest is acquired unless the combination otherwise satisfies
Section 203 of the Delaware General Corporation Law.
FAIR PRICE PROVISIONS
The "fair price provisions" of the Restated Certificate of Incorporation
require that certain proposed business combinations between Boise Cascade and an
"interested party" (a beneficial owner of 10% or more of the voting power of
Boise Cascade) must be approved by the holders of a majority of the voting power
of Boise Cascade held by stockholders other than the interested party, unless
certain fair price and procedural requirements are met or unless the directors
of Boise Cascade who are not affiliated with the interested party approve the
business combination. An affirmative vote of 80% of the shares entitled to vote
is required to amend the fair price provisions of the Restated Certificate of
Incorporation, unless the amendment is unanimously recommended by the Board of
Directors, and none of the directors are affiliated with the interested party.
DIRECTORS; CLASSIFIED BOARD
The Restated Certificate of Incorporation also classifies the Board of
Directors into three classes. Vacancies on the Board of Directors may only be
filled by a majority vote of the remaining directors, and directors chosen in
this manner hold office until the end of the full term of the class in which the
vacancy occurred. A director may be removed from office only with cause and only
by an affirmative vote of at least 80% of the shares entitled to vote. These
provisions may only be amended by the affirmative vote of at least 80% of the
shares entitled to vote.
FUTURE ISSUANCES OF PREFERRED STOCK
Boise Cascade is not required to seek stockholder approval prior to
designating any future series of preferred stock. The Board of Directors could
issue preferred stock in one or more transactions with terms which might make
the acquisition of a controlling interest in Boise Cascade more difficult or
costly.
SHAREHOLDER MEETINGS
The Restated Certificate of Incorporation and the by-laws also contain
provisions to reduce surprise and disruptive tactics at shareholders' meetings.
The Restated Certificate of Incorporation provides that no action may be taken
by shareholders except at an annual meeting or special meeting, and the by-laws
do not permit shareholders to directly call a special meeting of shareholders. A
shareholder must give written notice to Boise Cascade of the intent to nominate
a director for election at an annual meeting at least 30 days but not more than
60 days prior to the meeting, unless less than 35 days' notice of the date of
the meeting is given to shareholders.
10
DESCRIPTION OF PREFERRED STOCK
This section summarizes the material terms of the preferred stock that we
may offer. The prospectus supplement relating to a particular series of
preferred stock will describe the specific terms of that series, which may be in
addition to or different from the general terms summarized in this section. The
summaries in this section and the prospectus supplement do not describe every
aspect of the preferred stock. When evaluating the preferred stock, you should
also refer to all the provisions of Boise Cascade's Restated Certificate of
Incorporation, the Certificate of Designation for the offered series of
preferred stock, and the Delaware General Corporation Law. The Certificate of
Designation will be filed as an exhibit to or incorporated by reference in the
registration statement.
AUTHORITY OF THE BOARD TO ISSUE PREFERRED STOCK
Under the Restated Certificate of Incorporation, the Board has the
authority, without further shareholder action, to issue up to 10,000,000 shares
of preferred stock, in one or more series at various times, with such terms and
for such consideration as the Board may fix. At this time the only outstanding
preferred stock is the Convertible Preferred Stock, Series D, discussed below.
The Board may authorize or create stock ranking prior to the preferred stock
only in specified circumstances described in "Voting Rights" below.
The prospectus supplement relating to the particular series of preferred
stock will describe the specific terms of the series, including:
- the designation, stated value and liquidation preference of the series,
the number of shares comprising the series and the number of shares
offered;
- the initial public offering price;
- the dividend rate (or method of calculation), the dividend periods, the
dates on which dividends shall be payable, and whether dividends shall be
cumulative or noncumulative;
- any redemption or sinking fund provisions;
- any conversion or exchange provisions;
- the procedures for any auction or remarketing of the series;
- whether interests in the shares of the series will be represented by
depositary shares;
- the voting powers, if any, of the shares of the series (not to exceed one
vote per share), in addition to those set forth below; and
- any additional dividend, liquidation, redemption, sinking fund and other
rights, preferences, privileges, limitations and restrictions of the
series.
As described under "Description of Depositary Shares," Boise Cascade may
elect to offer depositary shares evidenced by depositary receipts, each
representing a fraction (to be specified in the prospectus supplement) of a
share of the particular series of the preferred stock, rather than offering full
shares of that series of the preferred stock.
The preferred stock of each series shall rank equally with the preferred
stock of every other series. The preferred stock shall rank senior to the common
stock in priority of payment of dividends and in the distribution of assets in
any liquidation, dissolution, or winding up of Boise Cascade, to the extent of
the preferential amounts to which the preferred stock of the respective series
is entitled.
Once issued, the shares of preferred stock will be fully paid and
nonassessable. Holders of preferred stock have no preemptive rights. Shares of
preferred stock redeemed, converted or otherwise reacquired by Boise Cascade
shall resume the status of authorized and unissued shares of preferred stock,
undesignated as to series, and may be reissued later.
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DIVIDENDS
The holders of the preferred stock of each series will be entitled to
receive only preferential dividends, when and as the Board declares dividends.
Holders will receive declared dividends in cash payable at the rate, from the
date, and on the specified dividend payment dates and, if cumulative, cumulative
from the date, stated in the prospectus supplement relating to that series. Any
arrearages in dividends on the preferred stock will not bear interest.
The preferred stock may limit our ability to pay dividends or distribute
assets with respect to junior stock. As long as any of the preferred stock is
outstanding, we may only pay or declare dividends (other than dividends payable
in junior stock, together with cash in lieu of fractional shares), or make any
other distribution, on any junior stock, if:
- there are no arrearages in dividends on preferred stock for any past
dividend period, and dividends in full for the current dividend period
have been paid or declared on all preferred stock; and
- we have paid or set aside any amounts required to be paid or set aside for
any purchase, retirement and sinking funds for the preferred stock of any
series; and
- we are not in default on any obligations to redeem any of the preferred
stock.
In addition, so long as any of the preferred stock is outstanding, neither
we nor any of our subsidiaries may purchase, redeem or otherwise acquire any
shares of any junior stock (except in connection with a reclassification or
exchange of any junior stock through the issuance of other junior stock, or the
purchase, redemption or other acquisition of any junior stock with proceeds of a
reasonably contemporaneous sale of other junior stock) nor may we make any
sinking fund payment for the purchase or redemption of any junior stock, unless
- there are no arrearages in dividends on preferred stock for any past
quarterly dividend period; and
- we have paid or set aside any amounts then required to be paid or set
aside for any purchase, retirement and sinking funds for the preferred
stock of any series; and
- we are not in default on any of our obligations to redeem any of the
preferred stock.
If these conditions are met, the Board of Directors may declare and pay
dividends on the shares of any junior stock.
We may not declare or pay or set apart for payment dividends in full on any
series of preferred stock unless
- there are no arrearages in dividends on preferred stock for any past
quarterly dividend period, and
- dividends in full for the current quarterly dividend period have been paid
or declared on all preferred stock to the extent that such dividends are
cumulative.
Any dividends paid or declared when those requirements are not met will be
shared ratably by the holders of all series of preferred stock in proportion to
their respective arrearages and unpaid and undeclared current quarterly
cumulative dividends.
LIQUIDATION
If any voluntary or involuntary liquidation, dissolution, or winding up of
Boise Cascade occurs, the holders of preferred stock of each series will be
entitled to receive the full preferential amount set forth in the prospectus
supplement relating to that series, including any arrearages in dividends on
that series to the date fixed for the payment in liquidation, before any
distribution will be made to the holders of any junior stock. After the holders
of the preferred stock are paid in full, the remaining assets of Boise Cascade
will then be distributed exclusively among the holders of any junior stock,
according to their respective interests.
If Boise Cascade does not have sufficient assets to pay the full
preferential amounts due to
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the preferred stock holders, then the assets available for distribution to
preferred stock holders will be distributed ratably to those holders in
proportion to the full preferential amounts payable on the respective shares.
MERGER OR SALE OF ASSETS
A consolidation or merger of Boise Cascade with or into one or more other
corporations or a sale of all or substantially all of the assets of Boise
Cascade will not be deemed to be a voluntary or involuntary liquidation,
dissolution, or winding up of Boise Cascade.
REDEMPTION
The prospectus supplement for the preferred stock of any series will state
redemption rights and redemption price(s) for that series. The Restated
Certificate of Incorporation provides that Boise Cascade will not purchase or
redeem less than all of the outstanding preferred stock unless either the full
cumulative dividend on all outstanding shares of preferred stock has been paid
or declared and set apart, or 66 2/3% of the outstanding shares of preferred
stock approve the purchase or redemption.
Unless the prospectus supplement states otherwise,
- notice of redemption will be mailed to record holders at least 30 days but
not more than 90 days prior to the date fixed for redemption; and
- in case of a partial redemption, the shares to be redeemed will be
selected pro rata or by lot or in such other manner as the Board of
Directors may determine.
If we give notice of redemption, then on and after the redemption date,
dividends on the shares called for redemption will cease to accumulate, unless
we default in the payment of the redemption price. As of the redemption date,
holders of the preferred stock called for redemption will have no further rights
except the right to receive the redemption price when they surrender their
certificates for redemption.
Shares of preferred stock of any series may also be subject to redemption,
in the manner described above, through operation of any sinking or retirement
fund created for that series, at the redemption prices and under the terms and
provisions described in the prospectus supplement.
We are not required to register a transfer of any share of a series of
preferred stock within 15 days preceding a selection for redemption of shares of
that series or of any share which has been selected for redemption.
If we are obligated to retire shares of one or more series of preferred
stock and if we do not pay the obligation in full, the number of shares of each
series which are retired will be proportionate to the respective amounts which
would have been payable for each series if we had paid in full.
VOTING RIGHTS
The holders of the shares of each series of preferred stock will be entitled
to the voting powers, if any (not to exceed one vote per share), stated in the
prospectus supplement. Depositary shares will entitle the holders to the
fractional vote specified in the prospectus supplement. The holders of preferred
stock will be entitled to vote as a class only to the extent described in this
section. The holders of each series of preferred stock will have all of the
voting rights which are described in this section, as well as any other rights
required by law.
HOLDERS' APPROVAL REQUIRED
We will take the following actions only with the approval of the holders of
66 2/3% of all the outstanding shares of preferred stock, voting as a single
class, or if we provide for the redemption of all outstanding shares of
preferred stock, at or before the time when the amendment, issuance, or other
event is to occur or take effect:
- amend, alter, or repeal any of the provisions of our Restated Certificate
of Incorporation or bylaws to adversely affect the powers, preferences, or
rights of the holders of the preferred stock or to reduce the time for any
notice to which
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only the holders of the preferred stock may be entitled. An amendment of
the Restated Certificate of Incorporation to authorize or create, or to
increase the authorized amount of common stock or other junior stock or
any class ranking on a parity with the preferred stock will not be deemed
to adversely affect the powers, preferences, or rights of the holders of
the preferred stock;
- authorize or create, or increase the authorized amount of, any stock of
any class or any security convertible into stock of any class ranking
prior to the preferred stock;
- voluntarily dissolve, liquidate, or wind up the affairs of Boise Cascade
or sell, lease, or convey all or substantially all its property and
assets;
- merge with or consolidate into any other corporation, unless each holder
of preferred stock at the time of the merger or consolidation receives the
same number of shares in the resulting corporation, with substantially the
same rights and preferences as the preferred stock held prior to the
merger or consolidation; or
- purchase or redeem less than all of the outstanding preferred stock unless
we have paid or declared and set apart sufficient money to pay the full
cumulative dividend on all outstanding shares of preferred stock.
Unless the holders of at least 66 2/3% of the outstanding shares of any
series of preferred stock approve, we will not amend, alter, or repeal any of
the provisions of our Restated Certificate of Incorporation or by-laws, or the
provisions of the series, so as to affect adversely the powers, preferences, or
rights of the holders of the preferred stock of that series in a manner not
equally applicable to all series of preferred stock.
Unless the holders of a majority of the outstanding shares of preferred
stock, voting as a single class, approve, Boise Cascade will not: (1) increase
the authorized amount of the preferred stock, or (2) create any other class of
stock ranking equally with the preferred stock, either as to dividends or upon
liquidation, or (3) create any stock or other security convertible into or
exchangeable for or evidencing the right to purchase any stock ranking equally
with the preferred stock, or (4) increase the authorized number of shares of any
other class of stock or other security ranking equally with the preferred stock.
HOLDERS' APPROVAL NOT REQUIRED
No approval by the holders of the preferred stock shall be required if,
before the amendment, issuance, or other event occurs or takes effect, the
redemption of all shares of preferred stock which would otherwise have to
consent to the action is provided for.
FAILURE TO PAY; POTENTIAL CONFLICTS
Unless the prospectus supplement states otherwise, if we fail to pay the
equivalent of six quarterly dividends on any series of preferred stock, the
number of directors will be increased by three and the holders of all series of
preferred stock, voting as a single class, will be entitled to elect the
additional three directors. This right will last until we have paid or declared
and set apart for payment either:
- four consecutive quarterly dividends, if the shares of the series are
non-cumulative, or
- all dividends in arrears and dividends in full for the current quarterly
period, if the shares of the series are cumulative.
If the terms of a series of preferred stock differ from the terms of other
series of preferred stock (as to conversion rights, redemption or sinking fund
provisions, or other material terms), the interests of the holders of the
various series may differ or be perceived by the additional directors to differ.
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CONVERSION OR EXCHANGE RIGHTS
The prospectus supplement relating to a series of preferred stock that is
convertible or exchangeable will state whether the shares are convertible or
exchangeable into common stock, another series of preferred stock, or debt
securities, and the terms on which shares of that series are convertible or
exchangeable.
SERIES D PREFERRED STOCK
The Series D preferred stock was sold by Boise Cascade in July 1989 to the
trustee for Boise Cascade's Employee Stock Ownership Plan, a component of its
Savings and Supplemental Retirement Plan. The Series D preferred stock is
convertible into common stock at any time at the trustee's option at a
conversion ratio of .80357 share of common stock for each share of Series D
preferred stock and bears a cumulative annual dividend of $3.31875 per share.
Each share of Series D preferred stock is redeemable at Boise Cascade's option,
and is entitled to one vote and to a preference of $45 in liquidation. The
Series D preferred stock has a minimum redemption value of $45 per share.
Currently, 6,745,347 shares of the Series D preferred stock are authorized and
4,969,774 shares are outstanding. The Series D preferred stock is restricted
because it is not registered with the Commission. It may be held only by the
trustee.
DESCRIPTION OF DEPOSITARY SHARES
Boise Cascade may, at its option, elect to offer fractional shares, rather
than full shares, of any series of preferred stock. Each fractional share of
preferred stock will be represented by a depositary share pursuant to the terms
of a Deposit Agreement among Boise Cascade, a bank or trust company selected by
Boise Cascade to act as Depositary, and all holders of depositary receipts
issued under the Deposit Agreement. The depositary shares will be evidenced by
depositary receipts. Subject to the terms of the Deposit Agreement, each owner
of a depositary share will be entitled, proportionately, to all the rights,
preferences and privileges of the fractional share of preferred stock
represented by that depositary share (including dividend, voting and liquidation
rights), and subject to all of the limitations of the fractional share of
preferred stock. The prospectus supplement will discuss United States federal
income tax considerations which apply to the depositary shares.
This section summarizes the material terms of the depositary shares we may
offer. The prospectus supplement relating to any particular depositary shares
offered will describe the specific terms of the depositary shares and the
specific terms of the preferred stock represented by the depositary shares. The
specific terms may be in addition to or different from the general terms
summarized in this section. The summaries in this section and the prospectus
supplement do not describe every aspect of the depositary shares or the
preferred stock represented by the depositary shares. When evaluating the
depositary shares and the preferred stock represented by the depositary shares,
you should also refer to all the provisions of the Deposit Agreement and the
depositary receipt. The forms of the Deposit Agreement and the depositary
receipt will be filed as exhibits to or incorporated by reference in the
registration statement.
ISSUANCE OF DEPOSITARY RECEIPTS AND WITHDRAWAL OF PREFERRED STOCK FROM DEPOSIT
When the shares of any series of preferred stock represented by depositary
shares are issued, Boise Cascade will deposit those shares of preferred stock
with the Depositary, which will then issue and deliver the depositary receipts
to Boise Cascade. Boise Cascade will, in turn, deliver the depositary receipts
to the purchasers of the preferred stock. Depositary receipts will be issued
only for whole depositary shares.
When the owner of the depositary shares surrenders the depositary receipts
to the Depositary, he or she is entitled to receive certificates for the number
of whole shares of
15
preferred stock represented by the depositary receipts. If the depositary
receipts show more depositary shares than the number of whole shares of
preferred stock to be withdrawn, the holder will also receive a new depositary
receipt showing the excess number of depositary shares. Boise Cascade does not
expect that there will be any public trading market for the shares of preferred
stock of the series except as represented by the depositary shares.
DIVIDENDS AND OTHER DISTRIBUTIONS
If Boise Cascade declares and pays a cash dividend or other cash
distribution on the preferred stock, the Depositary will distribute the dividend
or other distribution received to the record holders of the depositary shares in
proportion to the numbers of depositary shares owned by those holders on the
relevant record date. If Boise Cascade makes a distribution other than in cash,
the Depositary will either distribute property received by it to the record
holders of depositary shares entitled to the distribution or, if the Depositary
determines that it is not feasible to make such a distribution and if Boise
Cascade approves, sell the property and distribute the net proceeds from the
sale to the holders.
REDEMPTION, CONVERSION OR EXCHANGE OF DEPOSITARY SHARES
If the preferred stock underlying the depositary shares may be redeemed,
converted, or exchanged, then the depositary shares will be either redeemed from
the proceeds received by the Depositary from the redemption of the preferred
stock held by the Depositary, or converted or exchanged for the common stock or
debt securities issued to the Depositary upon the conversion or exchange of the
preferred stock. The redemption, conversion, or exchange price per depositary
share will equal the fraction of the redemption price per share or the market
value of common stock or debt securities per depositary share payable with
respect to that series of the preferred stock. If less than all the depositary
shares are to be redeemed, converted, or exchanged, the depositary shares to be
redeemed, converted, or exchanged will be selected by lot or pro rata or by any
other equitable method selected by Boise Cascade.
After the date fixed for redemption, conversion, or exchange (which will be
the same as the redemption, conversion, or exchange date for the preferred
stock), the depositary shares called for redemption, converted, or exchanged
will no longer be deemed to be outstanding. Holders of the depositary shares
will have no further rights, except the right to receive any money or other
property to which they are entitled upon surrender to the Depositary of the
depositary receipts.
VOTING
When the Depositary receives notice of any meeting at which the holders of
the preferred stock are entitled to vote, the Depositary will mail the
information contained in the notice of meeting to the record holders of the
depositary shares relating to the preferred stock. Each record holder of
depositary shares on the record date (which will be the same date as the record
date for the preferred stock) will have voting rights corresponding to the
number of shares of preferred stock underlying his or her depositary shares. The
holder will be entitled to instruct the Depositary how to vote his or her
depositary shares. The Depositary will endeavor, to the extent practicable, to
vote the appropriate number of shares of preferred stock according to the
holder's instructions, and Boise Cascade will take all action which the
Depositary deems necessary to enable the Depositary to do so. If the Depositary
does not receive specific instructions from a holder, the Depositary will not
vote the shares of preferred stock underlying that holder's depositary shares.
AMENDMENT OF THE DEPOSIT AGREEMENT
Boise Cascade and the Depositary may agree at any time to amend the form of
depositary receipt evidencing the depositary shares and/or any provision of the
Deposit Agreement. However, any amendment which imposes or increases any fees,
taxes, or other charges upon holders of depositary receipts (other than taxes
and other governmental charges, fees, and other expenses payable by the
16
holders as stated under "Charges of Depositary"), or which otherwise prejudices
any substantial existing right of holders of depositary receipts, will not apply
to outstanding depositary receipts until 30 days after notice of the amendment
has been mailed to the record holders of outstanding depositary receipts. Every
holder of depositary receipts at the time any amendment becomes effective shall
be deemed to consent and agree to the amendment and to be bound by the Deposit
Agreement as amended.
CHARGES OF DEPOSITARY
Boise Cascade will pay all transfer and other taxes and governmental charges
that arise solely from the existence of the depositary arrangements. Boise
Cascade will pay the charges of the Depositary in connection with the initial
deposit of the preferred stock and any redemption or exchange of the preferred
stock. Holders of depositary shares will pay all other transfer and other taxes
and governmental charges.
NOTICE, LIMITATION ON OBLIGATIONS
The Depositary will forward to the holders of depositary shares all reports
and communications from Boise Cascade which Boise Cascade is required to furnish
to the holders of the preferred stock.
Neither the Depositary nor Boise Cascade will be liable if law or any
circumstance beyond its control prevents or delays its performance under the
Deposit Agreement. Boise Cascade and the Depositary are obligated only to
perform in good faith their duties under the Deposit Agreement. They will not be
obligated to prosecute or defend any legal proceeding regarding any depositary
shares or preferred stock unless they receive a satisfactory indemnity. Boise
Cascade and the Depositary may rely upon written advice of counsel or
accountants, or information provided by persons presenting preferred stock for
deposit, holders of depositary shares, or other persons believed to be
competent, and on documents believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY; TERMINATION OF THE DEPOSIT AGREEMENT
The Depositary may resign at any time by delivering notice of its
resignation to us, and we may remove the Depositary at any time. Any resignation
or removal will take effect once a successor is appointed and accepts the
appointment. We will appoint a successor within 45 days after we receive the
notice of resignation or removal. Either we or the Depositary may terminate the
Deposit Agreement if we do not appoint a successor within 45 days after
receiving notice of the Depositary's resignation. If the Deposit Agreement is
terminated, the Depositary will:
- discontinue the transfer of depositary receipts,
- suspend the distribution of dividends to the holders of depositary
receipts,
- continue to collect dividends and other distributions pertaining to the
preferred stock,
- continue to sell rights, preferences, or privileges as provided in the
Deposit Agreement, and
- continue to deliver preferred stock certificates, together with dividends
and distributions and the net proceeds of any sales of rights,
preferences, privileges, or other property, in exchange for surrendered
depositary receipts.
The Depositary will not give any further notices (other than notice of the
termination) or perform any further acts under the Deposit Agreement. At any
time at least two years after the date of termination, the Depositary may sell
the preferred stock and hold the proceeds of the sale, without interest, for the
benefit of the holders of depositary receipts who have not yet surrendered their
depositary receipts. After selling the preferred stock, the Depositary will be
discharged from all obligations under the Deposit Agreement except accounting
for the sale proceeds. If the Deposit Agreement is terminated, Boise Cascade
will use its best efforts to list the underlying shares of preferred stock on
any stock exchange where the depositary shares were listed.
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DESCRIPTION OF DEBT SECURITIES
The debt securities will be unsecured general obligations of Boise Cascade
and may include:
- senior debt securities, issued under the Senior Indenture;
- subordinated debt securities, issued under the Subordinated Indenture; or
- junior subordinated debt securities, issued under the Junior Subordinated
Indenture.
The junior subordinated debt securities will be issued solely to one or more
of the Trusts. The Trusts will purchase the junior subordinated debt securities
with the proceeds from issuances of trust securities.
This section summarizes the material terms of the debt securities we may
offer. The prospectus supplement relating to any particular debt securities
offered will indicate whether the debt securities are senior debt securities,
subordinated debt securities, or junior subordinated debt securities, and will
describe the specific terms of the debt securities, which may be in addition to
or different from the general terms summarized in this section. The summaries in
this section and the prospectus supplement do not describe every aspect of the
Senior Indenture, Subordinated Indenture, or Junior Subordinated Indenture or
the debt securities. When evaluating the debt securities, you should also refer
to all the provisions of the applicable indenture and the debt securities. The
forms of the Senior Indenture, Subordinated Indenture, and Junior Subordinated
Indenture and the forms of the debt securities will be filed as exhibits to or
incorporated by reference in the registration statement.
PROVISIONS APPLICABLE TO ALL DEBT SECURITIES
The indentures do not limit the amount of debt securities which may be
issued. The debt securities may be issued in various principal amounts as
authorized from time to time, and in one or more series at various times. Unless
the prospectus supplement states otherwise, the senior debt securities will be
unsecured and will rank equally with all other unsecured and unsubordinated
indebtedness of Boise Cascade. The subordinated debt securities and the junior
subordinated debt securities will be unsecured and their payment rights will be
subordinated to the payment in full of the Senior Indebtedness of Boise Cascade,
as described below under "Subordination of Subordinated Debt Securities" and in
the applicable prospectus supplement.
Each prospectus supplement will describe the following terms of the offered
debt securities:
- The title;
- Any limit on the aggregate principal amount;
- The date(s) the principal is payable;
- The interest rate(s), if any, and the date(s) from which the interest
accrues;
- The dates on which the interest, if any, is payable and the regular record
dates for the interest payment dates;
- Whether the offered debt securities are redeemable at our option and the
redemption price(s) and other redemption terms and conditions;
- Whether we are obligated to redeem or purchase the offered debt securities
according to any sinking fund or similar provision or at the holder's
option and the price(s), period(s), and terms and conditions of that
redemption or purchase obligation;
- Whether the offered debt securities are subordinated debt securities and
the terms of subordination;
- Whether the offered debt securities are junior subordinated debt
securities;
- If other than the principal amount, the portion of the principal amount
payable if the maturity of the offered debt securities is accelerated;
- Whether the provisions relating to Satisfaction, Discharge, and Defeasance
described below apply;
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- If other than United States Dollars, the currency or currencies of payment
of principal and any premium and interest (which may include the Euro);
- If payments are based on an index, the manner in which the amount of
principal payments and any premium and interest is to be determined;
- Boise Cascade's right, if any, to defer payment of interest and the
maximum length of any deferral period;
- If applicable, the terms of any right to convert or exchange the offered
debt securities into common stock or other securities of Boise Cascade;
- If other than denominations of $1,000 and any integral multiple of $1,000,
the denominations in which offered debt securities of the series will be
issuable;
- Whether the offered debt securities will be issued in whole or in part in
the form of a global security; the terms and conditions, if any, upon
which the global security may be exchanged in whole or in part for other
definitive debt securities; and the depositary for the global security,
which must be a clearing agency registered under the Exchange Act;
- Any authenticating or paying agents, registrars, conversion agents or any
other agents with respect to the offered debt securities; and
- Any other terms.
Debt securities may be issued and sold at a substantial discount below their
principal amount. The prospectus supplement will describe any material United
States federal income tax consequences and other considerations which apply to
debt securities issued at a discount or to any offered debt securities
denominated or payable in a foreign currency or currency unit.
MODIFICATION AND WAIVER
Boise Cascade and the trustee may amend each indenture with the consent of
the holders of at least 66 2/3% in aggregate principal amount of the outstanding
debt securities of each series issued under the indenture. However, Boise
Cascade and the trustee may not, without the consent of the holder of each debt
security affected:
- Change the stated maturity of the principal of or any installment of the
principal of or any interest on any such debt security;
- Reduce the principal amount of, the rate of any interest on, or any
premium payable upon the redemption of, any such debt security;
- Reduce the principal amount due upon acceleration of the maturity of an
original issue discount security;
- Change the place or currency of payment of principal of (or any premium or
interest on) any such debt security;
- Impair the right to bring suit to enforce any payment on or after the
stated maturity or redemption date of such debt security;
- Change the indenture to permit amendments with the consent of the holders
of less than 66 2/3% in principal amount of debt securities of any
affected series; or
- Modify the above requirements or reduce the percentage of outstanding debt
securities necessary to waive compliance with certain provisions of the
indenture or to waive certain defaults and their consequences.
The holders of a majority in aggregate principal amount of the outstanding
securities of any series may waive compliance by Boise Cascade with certain
restrictive provisions of the indenture solely with respect to that series.
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SATISFACTION, DISCHARGE, AND DEFEASANCE PRIOR TO MATURITY OR REDEMPTION.
DEFEASANCE OF ANY SERIES.
If Boise Cascade:
- deposits with the Trustee, in trust, at or before maturity or redemption
of the outstanding debt securities of any series, either money or direct
obligations of the United States of America or obligations for which the
United States of America has guaranteed principal and interest, and
- obtains the opinion of a nationally recognized firm of independent public
accountants that the proceeds of these obligations upon their maturity
and/or interest payment dates will be sufficient to pay when due the
principal of and any premium and interest on that series of outstanding
debt securities,
then Boise Cascade may omit to comply with certain terms of the indenture with
respect to that series of debt securities. We refer to this as "defeasance." The
material covenants Boise Cascade may omit to comply with are those restricting
the incurrence of secured debt, restricting sale and leaseback transactions, and
prohibiting mergers in situations where an Event of Default exists or would
exist. Boise Cascade may also omit to comply with other procedural covenants.
Further, the events of default described in clauses (3) and (6) under "Events of
Default" below shall not apply.
SATISFACTION AND DISCHARGE OF ANY SERIES.
Boise Cascade may also omit to comply with its obligation to pay the
principal of and any premium and interest on a particular series of debt
securities if Boise Cascade deposits money or securities as discussed in
"Defeasance of any Series," above, and if Boise Cascade satisfies the other
conditions listed below. Any events of default with respect to that series will
not apply, and the holders of debt securities of that series will be entitled
only to payment out of the money or securities deposited with the Trustee. The
required conditions include among others:
1. Except in certain limited circumstances involving a deposit made within
one year of maturity or redemption:
(i) no event of default or event which, with notice or lapse of time,
would become an event of default exists at the date of deposit or on
the 91st day thereafter, and
(ii) Boise Cascade delivers to the trustee an opinion of nationally
recognized tax counsel that (a) holders of the debt securities of
that series will not recognize income, gain, or loss for federal
income tax purposes as a result of the deposit, and (b) holders
will be subject to federal income tax in the same amounts, in the
same manner, and at the same times as would have been the case if
the deposit and defeasance had not occurred, and
2. Boise Cascade receives an opinion of counsel stating that satisfaction
and discharge will not violate the rules of any nationally recognized
securities exchange on which debt securities of that series are listed.
EVENTS OF DEFAULT
The indentures define an "event of default" with respect to debt securities
of each series as one or more of the events described in clauses (1) through
(5) below. The prospectus supplement for any series of debt securities may state
different or additional events of default as well.
1. Failure to pay any interest on any debt security of that series for
30 days after becoming due;
2. Failure to pay the principal of or any premium on any security of that
series when due;
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3. Failure to perform, or breach of, any other covenant or warranty of
Boise Cascade in the indenture for 90 days after notice;
4. Certain events of bankruptcy, insolvency, or reorganization; and
5. Any other Event of Default provided with respect to debt securities of
that series issued under the indenture.
In addition, the following events are events of default under the Senior
Indenture.
6. Involuntary acceleration of the maturity of indebtedness in excess of
$5,000,000 for money borrowed by Boise Cascade or any of its Restricted
Subsidiaries, if the acceleration is not rescinded or annulled, or the
indebtedness is not discharged, within 10 days after notice;
7. Entry of certain court orders requiring Boise Cascade or any Restricted
Subsidiary to make payments exceeding $1,000,000, if the order is not
satisfied or stayed within 60 days of entry;
If any Event of Default described in clauses (1), (2), or (5) shall occur
and be continuing, then either the Trustee or the holders of at least 25% (or if
the debt securities of the series are original issue discount securities, such
portion of the principal amount as may be specified in the terms of that series)
in principal amount of the outstanding securities of that series may accelerate
the maturity of the securities of that series. If an event of default described
in clauses (3), (4), (6), or (7) above shall occur and be continuing under an
indenture, then either the Trustee or the holders of at least 25% (or if the
debt securities are original issue discount securities, such portion of the
principal amount as may be specified in the terms of that series) in principal
amount of the outstanding debt securities issued under the indenture may
accelerate the maturity of all outstanding debt securities. Original issue
discount securities provide for an amount less than the principal amount to be
due and payable upon acceleration of maturity and are typically sold for an
amount less than the principal amount.
NOTICE OF DEFAULT; TRUSTEE MAY WITHHOLD NOTICE
The indentures provide that the trustee, within 90 days after a default with
respect to any series of debt securities, shall notify the holders of securities
of that series of all uncured defaults known to it (the term default to mean the
events specified above without grace periods). However, except in the case of
default in the payment of principal of, or any premium or interest on any debt
security of that series, the trustee may withhold notice if it in good faith
determines that withholding notice is in the interest of the holders of debt
securities of that series.
Each indenture requires us to furnish to the trustee an annual statement by
certain officers that to the best of their knowledge we are not in default of
any of our obligations under the indenture or, if there has been a default,
specifying each default.
RIGHTS OF HOLDERS TO DIRECT PROCEEDINGS
The holders of a majority in principal amount of the outstanding debt
securities of any series affected will have the right, subject to the
limitations described in the following sentence, to direct the time, method, and
place of conducting any proceeding for any remedy available to the trustee or
exercising any right or power conferred on the trustee with respect to the
securities of that series, and to waive certain defaults. However,
- the holders' direction may not conflict with any rule or law or the
indenture;
- the trustee may decline to follow such direction if the direction would be
unduly prejudicial to other holders or would involve the trustee in
personal liability; and
- the trustee may take other action it deems proper if it is not
inconsistent with such direction.
The indentures provide that if a default occurs and is continuing, the
trustee shall exercise the rights and powers under the indenture with the same
degree of care and skill that a prudent person would exercise or use
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under the circumstances in the conduct of that person's own affairs.
Subject to certain provisions, the trustee will not be obligated to exercise
any of its rights or powers under the indentures at the request of any of the
holders unless they have offered to the trustee reasonable security or indemnity
against the costs, expenses, and liabilities which the trustee might incur in
compliance with the request.
MERGER OR CONSOLIDATION
The indentures provide that no consolidation or merger of Boise Cascade with
or into any other corporation and no conveyance or transfer of its property
substantially as an entirety to another corporation may be made unless:
- The surviving corporation or acquiring entity is a corporation organized
under the laws of a domestic jurisdiction, and will expressly assume Boise
Cascade's payment and performance responsibilities with regard to the
securities and the indenture;
- Immediately after giving effect to such transaction, no event of default,
and no event which after notice or lapse of time would become an event of
default, shall have happened and be continuing; and
- Boise Cascade has delivered the required officers' certificate and opinion
of counsel to the Trustee.
The rights, if any, of the holders of any series of debt securities in the
event of a change in control of Boise Cascade will be described in the
prospectus supplement for that series.
OUR RELATIONSHIP WITH THE TRUSTEE
U.S. Bank Trust National Association is the indenture trustee under the
Senior Indenture. The prospectus supplements will specify the trustee under the
Subordinated Indenture and the Junior Subordinated Indenture. We maintain a
deposit account and conduct other banking transactions with U.S. Bank Trust
National Association in the normal course of business. U.S. Bank Trust National
Association serves as trustee for some of our industrial revenue bonds. As of
January 31, 2000, U.S. Bank Trust National Association is also the trustee under
indentures under which our 9.90% Notes Due 2000, 9.85% Notes Due 2002, 9.45%
Debentures Due 2009, 7.35% Debentures Due 2016, and $383,005,000 (principal
amount) of Medium-Term Notes, Series A are outstanding.
GOVERNING LAW
The Senior Indenture, the Subordinated Indenture, the Junior Subordinated
Indenture and the debt securities shall be governed by New York law.
PAYMENT AND PAYING AGENTS
Unless the prospectus supplement states otherwise, we will pay interest on
debt securities on any interest payment date to the person in whose name the
debt securities (or one or more predecessor securities) are registered at the
close of business on the regular record date for the interest.
Principal of and any premium and interest on the debt securities of a
particular series will be payable at the office of the paying agents that we
designate, except that interest payments may be made by check and mailed to the
holder, unless the prospectus supplement states otherwise. The corporate trust
office of the indenture trustee in New York City, or any other entity named in
the prospectus supplement, will be designated as our paying agent for payments
with respect to debt securities of each series. The prospectus supplement will
also name any additional paying agents which we initially designate for the debt
securities of a particular series. Boise Cascade may designate itself as a
paying agent.
All money which we pay to a paying agent or to the indenture trustee for any
payment on any debt securities and which remains unclaimed for three years after
the payment is due and payable will be repaid to us. After the agent or trustee
repays the payment to us, the holder of the security may look only to Boise
Cascade for payment.
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PROVISIONS APPLICABLE TO SENIOR DEBT SECURITIES--MATERIAL COVENANTS
CERTAIN DEFINITIONS APPLICABLE TO COVENANTS
"Attributable Debt" means the total net amount of rent required to be paid
during the remaining primary term of any particular lease under which any person
is at the time liable, discounted at the rate per year equal to the weighted
average interest rate borne by the securities outstanding under the indenture.
"Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting:
- all liabilities, other than deferred income taxes, Funded Debt, and
shareholders' equity; and
- all goodwill, trade names, trademarks, patents, organization expenses, and
other similar intangibles of Boise Cascade and its consolidated
subsidiaries.
"Funded Debt" means:
- all indebtedness for borrowed money which matures more than 12 months from
the date as of which the determination is made or which by its terms and
at the borrower's option is renewable or extendible beyond 12 months from
such date; and
- rental obligations payable more than 12 months from such date under leases
which are capitalized in accordance with generally accepted accounting
principles.
"Principal Property" means:
- any mill, converting plant, manufacturing plant, or other facility owned
by Boise Cascade or any Restricted Subsidiary of Boise Cascade which is
located within the present 50 states of the United States and which has a
gross book value (without deduction of any depreciation reserves) greater
than 3% of Consolidated Net Tangible Assets on the date as of which the
determination is being made; and
- Timberlands,
in each case other than properties or any portion of a particular property which
the Board of Directors believes is not material to Boise Cascade's business and
other than minerals or mineral rights.
"Restricted Subsidiary" means a Subsidiary of Boise Cascade which maintains
substantially all of its property or which carries on substantially all of its
business within the present 50 states of the United States, and which owns a
Principal Property, but excluding a Subsidiary of Boise Cascade which is
primarily engaged in the development and sale or financing of real property.
"Subsidiary" of Boise Cascade means a corporation more than 50% of the
voting stock of which is, directly or indirectly, owned by Boise Cascade and/or
one or more Subsidiaries of Boise Cascade.
RESTRICTIONS ON SECURED DEBT
The Senior Indenture provides that neither Boise Cascade nor any Restricted
Subsidiary shall incur, issue, assume, or guarantee any loans ("Debt") secured
by a mortgage, pledge, or lien ("Mortgage") on any Principal Property of Boise
Cascade or any Restricted Subsidiary, or on any stock or Debt of any Restricted
Subsidiary, unless either:
- Boise Cascade secures or causes the Restricted Subsidiary to secure the
securities issued under the Senior Indenture equally and ratably with, or
at Boise Cascade's option, prior to, the secured Debt, or
- the total amount of all secured Debt, plus all Attributable Debt of Boise
Cascade and its Restricted Subsidiaries with respect to sale and leaseback
transactions involving Principal Properties (except sales and leasebacks
permitted under "Restrictions on Sales and Leasebacks" below) does not
exceed 10% of Consolidated Net Tangible Assets.
WHEN RESTRICTIONS ON SECURED DEBT INAPPLICABLE
This restriction does not apply to, and computations under this restriction
will exclude
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from the total amount of secured Debt, Debt secured by:
- Mortgages on property, any shares of stock, or Debt of any corporation
existing at the time the corporation becomes a Restricted Subsidiary;
- Mortgages in favor of Boise Cascade or a Restricted Subsidiary;
- Mortgages in favor of governmental bodies to secure progress or advance
payments;
- Mortgages on property, shares of capital stock or Debt existing at the
time the property, stock or Debt is acquired (including acquisition
through merger or consolidation),
- purchase money and construction Mortgages which are entered into within
specified time limits;
- Mortgages securing industrial revenue or pollution control bonds;
- Mortgages on Timberlands or in connection with arrangements under which
Boise Cascade or any Restricted Subsidiary is obligated to cut or pay for
timber; or
- any extension, renewal, or refunding of any Mortgage referred to in the
foregoing clauses.
The Senior Indenture also provides that Boise Cascade may not consolidate
with or merge into any other corporation or convey its property substantially as
an entirety to another corporation if any Principal Property of Boise Cascade or
any Restricted Subsidiary would become subject to a Mortgage which is not
expressly excluded from the restrictions or permitted by the provisions of the
"Restrictions on Secured Debt" covenant, unless all the outstanding debt
securities are secured by a lien upon such Principal Property equal with or, at
Boise Cascade's option, prior to the Debt secured by the Mortgage.
RESTRICTIONS ON SALES AND LEASEBACKS
The Senior Indenture provides that neither Boise Cascade nor any Restricted
Subsidiary may enter into any sale and leaseback transaction involving any
Principal Property, unless the total amount of all Attributable Debt of Boise
Cascade and its Restricted Subsidiaries with respect to such transaction plus
all secured Debt (with the exception of secured Debt excluded as described in
"Restrictions on Secured Debt" above) would not exceed 10% of Consolidated Net
Tangible Assets.
WHEN RESTRICTIONS ON SALES AND LEASEBACKS INAPPLICABLE
This restriction does not apply to, and computations of Attributable Debt
under this restriction shall exclude, a sale and leaseback transaction if:
- The lease, including renewal rights, is for three years or less;
- The Principal Property is sold or transferred within a specified period
after it is acquired or constructed;
- The lease secures or relates to industrial revenue or pollution control
bonds;
- The transaction is between Boise Cascade and a Restricted Subsidiary or
between Restricted Subsidiaries; or
- Within 180 days after the sale, Boise Cascade or the Restricted Subsidiary
uses an amount of money at least equal to the greater of (i) the net
proceeds of the sale of the Principal Property leased or (ii) the fair
market value of the Principal Property leased, to retire Funded Debt of
Boise Cascade or a Restricted Subsidiary, or to purchase other property
which will be Principal Property at least equal in value to the Principal
Property leased.
The amount used to retire Funded Debt shall be reduced by (1) the principal
amount of any debentures or notes (including securities issued under the
indenture) of Boise Cascade or a Restricted Subsidiary surrendered to the
trustee for retirement and cancellation within 180 days after the sale of the
Principal Property,
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and (2) the principal amount of Funded Debt, other than items referred to in the
preceding clause (1), voluntarily retired by Boise Cascade or a Restricted
Subsidiary within 180 days after the sale of the Principal Property.
PROVISIONS APPLICABLE TO SUBORDINATED DEBT SECURITIES--SUBORDINATION
The payment rights of the subordinated debt securities will be subordinated
to the full payment of all existing and future Senior Indebtedness of Boise
Cascade and will be senior to any payment on junior subordinated debt
securities, as stated in the Subordinated Indenture. "Senior Indebtedness"
generally means any existing or future debt incurred, assumed, or guaranteed by
Boise Cascade, including:
- the principal of the debt, and any premium;
- interest on the debt, including interest accruing after a petition
initiating any proceeding under any bankruptcy law is filed, but only to
the extent interest is allowed to the holder of the debt against the
bankruptcy or any other insolvency estate of Boise Cascade in the
proceeding;
- any accrued original issue discount on the debt;
- other amounts due on or in connection with the debt; and
- all renewals, extensions, and refundings of the debt (as defined below).
However, the following will not constitute Senior Indebtedness:
- any debt which expressly provides that (i) the payment rights of the debt
shall not be senior to the subordinated debt securities, or (ii) the debt
shall be subordinated to any other debt of Boise Cascade, unless the debt
also expressly provides that the payment rights of the debt shall be
senior to the subordinated debt securities;
- any debt of Boise Cascade in respect of the subordinated debt securities;
- any debt or liability for compensation to employees, for goods or
materials purchased in the ordinary course of business or for services;
- any debt of Boise Cascade to any subsidiary for money borrowed or advanced
from such subsidiary; and
- any liability for federal, state, local, or other taxes owed or owing by
Boise Cascade.
"Debt" means the following:
- All indebtedness for borrowed money, whether or not the lender's recourse
is to all the assets of the borrower or only to a portion of the assets,
and including all indebtedness evidenced by notes, bonds, debentures, or
other securities sold for money;
- All indebtedness incurred or assumed in acquiring any business, real
property, or other assets, except goods and materials acquired in the
ordinary course of the conduct of the acquirer's usual business;
- All capital lease obligations;
- Hedging obligations;
- Guarantees of indebtedness described in the preceding four clauses of any
other person; and
- Renewals, extensions, refundings, deferrals, restructurings, amendments,
and modifications (including, without limitation, exchange offers) of any
such indebtedness, obligation, or guarantee.
Because the subordinated debt securities are subordinated as described in
this section, if Boise Cascade becomes insolvent, the holders of these
securities are required to pay over their share of any distribution of Boise
Cascade's assets to the indenture trustee in bankruptcy, receiver or other
person distributing the assets. This person will apply the distribution to the
payment of all Senior Indebtedness remaining unpaid until the Senior
Indebtedness is paid in
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full. In addition, unsecured creditors who do not hold subordinated debt
securities or Senior Indebtedness may recover less, ratably, than holders of
Senior Indebtedness and may recover more, ratably, than the holders of the
subordinated debt securities.
If we fail to pay any principal, premium, or interest on Senior Indebtedness
when due, whether at the stated maturity of any such payment or by declaration
of acceleration, call for redemption, or otherwise, then we are not permitted to
pay any principal, premium, if any, or interest on any subordinated debt
securities, nor may we acquire any subordinated debt securities.
If a default which permits the holders of Senior Indebtedness or the trustee
for the Senior Indebtedness to declare the Senior Indebtedness due and payable
prior to the date on which it would otherwise become due and payable, other than
a failure to pay principal, premium, or interest, has occurred and is
continuing, and if Boise Cascade and the trustee for the Senior Indebtedness
have received notice of such occurrence from any holder of the Senior
Indebtedness, then we are not permitted to pay any principal, premium, or
interest on any subordinated debt securities, nor may we acquire any
subordinated debt securities during the "payment blockage period." A payment
blockage period will begin on the date the notice is received and end on the
earlier of the following:
- the date when the default has been cured or waived or ceases to exist,
- the date when we have discharged all the Senior Indebtedness to which the
default relates, or
- the 179(th) day after the date the notice is received.
Only one payment blockage period may begin during any 360-day period. There must
also be a period of at least 181 days during each 360-day period when no payment
blockage period is in effect. In addition, a default that existed or was
continuing on the date a payment blockage period begins may not be the basis of
a subsequent payment blockage period, unless the default has been cured for at
least 90 consecutive days. However, if a breach of any financial covenant occurs
after a payment blockage period and continues for a period that gives rise to an
event of default, then the breach constitutes a new default even if it is a
breach of the same provision under which a prior event of default existed.
If we fail to make any payment on the subordinated debt securities because
of the subordination provisions described in this subsection, the failure may
still be deemed an event of default with respect to the subordinated debt
securities. Once the payment blockage period terminates, we will resume making
any and all required payments in respect of the subordinated debt securities,
including any missed payments.
NO LIMIT ON SENIOR INDEBTEDNESS, OTHER DEBT
The Subordinated Indenture will not limit the amount of subordinated debt
securities which we may issue, nor will it prohibit us from issuing any other
secured or unsecured debt. The Subordinated Indenture will not limit or prohibit
us from incurring additional Senior Indebtedness, which may include indebtedness
that is senior to the subordinated debt securities, but subordinate to other
obligations of Boise Cascade. The senior debt securities, when issued, will be
Senior Indebtedness. The prospectus supplement will describe any other
provisions which apply to the subordination of the subordinated debt securities
of a particular series.
PROVISIONS APPLICABLE TO THE JUNIOR SUBORDINATED DEBT SECURITIES
EVENTS OF DEFAULT
In addition to the events described above under "Provisions Applicable to
All Debt Securities--Events of Default" applicable to all debt securities, the
following will be an event of default under the Junior Subordinated Indenture
with respect to any series of junior subordinated debt securities issued:
- the voluntary or involuntary dissolution, winding up or termination of the
Trust that owns the series of junior
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subordinated debt securities, except in connection with
(1) the distribution of such junior subordinated debt securities to
holders of trust securities of the Trust;
(2) the redemption of all of the trust securities of the Trust; or
(3) mergers, consolidations, or amalgamations permitted by the
declaration of the Trust.
The holders of at least a majority in aggregate liquidation amount of the
trust preferred securities of a Trust may waive any default or event of default
with respect to that series and its consequences, except defaults or events of
default regarding:
- payment of principal, premium, or interest; or
- certain covenants containing limitations on our ability to pay dividends
and make payments on debt securities in certain circumstances.
A waiver shall cure the default or event of default. If, under a Trust's
declaration, an event of default has occurred because we have failed to pay the
principal, premium, or interest on the junior subordinated debt securities, then
each holder of the trust preferred securities may sue us or seek other remedies,
to force us to pay to the holder the principal, premium, or interest on the
junior subordinated debt securities having a principal amount equal to the
aggregate liquidation amount of the trust preferred securities held by the
holder.
MODIFICATION OF JUNIOR SUBORDINATED INDENTURE; WAIVER
Under the Junior Subordinated Indenture, Boise Cascade and the indenture
trustee may change the rights of holders of a series of junior subordinated debt
securities with the written consent of the holders of at least 66 2/3% in
aggregate liquidation amount of the preferred securities of the Trust holding
that series of debt. Any change will be subject to the limitations described
above under "Modification and Waiver" applicable to the other debt securities.
If the property trustee of the Trust, as the holder of junior subordinated
debt securities, is required to consent to any amendment, modification, or
termination of the Junior Subordinated Indenture, the property trustee will
request directions from the holders of the preferred securities of the
applicable Trust.
SUBORDINATION OF JUNIOR SUBORDINATED DEBT SECURITIES
The junior subordinated debt securities will be unsecured and will be
subordinate in priority of payment to certain other Boise Cascade indebtedness
to the extent described in the prospectus supplement. The Junior Subordinated
Indenture will not limit the amount of junior subordinated debt securities which
we may issue, nor does it prevent us from issuing any other secured or unsecured
debt.
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DESCRIPTION OF WARRANTS
We may issue warrants to purchase common stock, preferred stock, debt
securities, or any combination of these three. The warrants may be issued
independently or together with any other securities and may be attached to or
separate from the other securities. Each series of warrants will be issued under
a separate warrant agreement to be entered into between Boise Cascade and a bank
or trust company, as warrant agent.
This section summarizes the material terms of the warrants that we may
offer. The prospectus supplement relating to a particular series of warrants
will describe the specific terms of the series, which may be in addition to or
different from the general terms summarized in this section. The summaries in
this section and the prospectus supplement do not describe every aspect of the
warrants. When evaluating the warrants, you should also refer to all the
provisions of the warrant agreement and the certificates representing the
warrant. The forms of the warrant agreement and the warrant certificates are or
will be filed as exhibits or incorporated by reference in the registration
statement.
The prospectus supplement relating to a series of warrants will describe the
specific terms of the warrants including the following:
- the title of the warrants;
- the aggregate number of the warrants;
- the price or prices at which the warrants will be issued and the currency
in which the price for the warrants may be paid;
- the designation and terms of the securities purchasable upon the exercise
of the warrants;
- the price at which and the currency in which the securities purchasable
upon exercise of the warrants may be purchased;
- the dates on which the right to exercise the warrants shall commence and
expire;
- whether the warrants are exercisable by payment of cash, surrender of
other securities, or both;
- provisions for changes to or adjustments in the exercise price of the
warrants;
- if applicable, the minimum or maximum amount of the warrants which may be
exercised at any one time;
- if applicable, the designation and terms of the other securities with
which the warrants are issued and the number of the warrants issued with
each such other security;
- if applicable, the date on and after which the warrants and the related
other securities will be separately transferable;
- whether the warrants will be issued in registered form or bearer form;
- information with respect to book-entry procedures, if any;
- if applicable, a discussion of material United States federal income tax
considerations; and
- any other terms of the warrants, including terms, procedures, and
limitations relating to the exchange and exercise of the warrants.
Warrant certificates will be exchangeable for new warrant certificates of
different denominations, and warrants may be exercised, at the corporate trust
office of the warrant agent or any other office indicated in the prospectus
supplement. Until holders of warrants to purchase debt securities exercise their
warrants to purchase the debt securities, they will not be entitled to payments
of principal, premium, or interest on the debt securities. Until holders of
warrants to purchase common or preferred stock exercise their warrants to
purchase the stock, they will not be entitled to dividends, if any, declared and
paid on the stock.
Holders may exercise warrants as stated in the prospectus supplement
relating to those warrants. Once the payment and the properly
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completed and executed warrant certificate is received at the corporate trust
office of the warrant agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the securities. If the
holder exercises less than all of the warrants represented by the warrant
certificate, we will also issue a new warrant certificate for the remaining
warrants.
DESCRIPTION OF THE PURCHASE CONTRACTS AND THE UNITS
We may issue purchase contracts, including contracts obligating holders to
purchase and Boise Cascade to sell a specified number of shares of common stock
or preferred stock at a future date or dates. The price per share of the stock
may be fixed at the time the purchase contracts are issued or may be determined
through a specific formula set forth in the purchase contracts. The purchase
contracts may be issued separately or as a part of units, including, but not
limited to, adjustable conversion-rate equity security units. A unit may consist
of a purchase contract and debt securities, trust securities, or debt
obligations of third parties, including U.S. Treasury securities, securing the
holders' obligations to purchase the common stock or preferred stock under the
purchase contracts. The purchase contracts may require us to make periodic
payments to the unit holders or vice versa, and these payments may be unsecured
or prefunded on some basis. The purchase contracts may require holders to secure
their obligations under the purchase contracts in a specified manner.
The prospectus supplement relating to any particular offered purchase
contracts and/or units will describe the specific terms of the purchase
contracts and/or units, which may be in addition to or different from the
general terms summarized above in this section. When evaluating the purchase
contracts and/or units, you should read the specific description in the
prospectus supplement. In addition, the forms of the purchase contracts and the
units are or will be filed as exhibits to or incorporated by reference in the
registration statement.
DESCRIPTION OF THE TRUST PREFERRED SECURITIES
GENERAL
The declaration of each Trust authorizes the respective trustees to issue
one series of trust preferred securities on the Trust's behalf. Each Trust will
use the proceeds from the sale of the trust preferred securities to purchase a
series of junior subordinated debt securities issued by Boise Cascade. The
property trustee will hold these debt securities in trust for the benefit of the
holders of the trust preferred securities.
This section summarizes the material terms of the preferred securities that
the Trusts may offer. The prospectus supplement relating to any particular
preferred securities offered by a Trust will describe the specific terms of the
preferred securities, which may be in addition to or different from the general
terms summarized in this section. The summaries in this section and the
prospectus supplement do not describe every aspect of the preferred securities.
When evaluating the preferred securities, you should refer to all the provisions
of the amended declarations and the preferred securities. The forms of the
declarations and the preferred securities will be filed as exhibits to or
incorporated by reference in the registration statement.
In particular, the prospectus supplement will describe:
- the name of the trust preferred securities;
- the designation of the trust preferred securities;
- the dollar amount and number of trust preferred securities issued;
- the annual distribution rate(s) or method of determining the rate(s), the
payment date(s) and the record dates;
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- the date(s) or the method to determine the date(s) from which
distributions shall be cumulative;
- any optional repurchase or redemption provisions, including the prices,
time periods, and other terms and conditions for which the trust preferred
securities shall be purchased or redeemed, in whole or in part;
- the terms and conditions, if any, upon which the applicable series of
junior subordinated debt securities and the related trust preferred
securities guarantee may be distributed to holders of the trust preferred
securities upon liquidation, dissolution, termination or winding up of the
Trust;
- any voting rights of the trust preferred securities other than those
described in this section;
- any securities exchange on which the trust preferred securities will be
listed;
- whether the trust preferred securities are to be issued in book-entry form
and represented by one or more global certificates, and if so, the
depositary for the global certificates and the specific terms of the
depositary arrangements;
- any other relevant rights, preferences, privileges, limitations, or
restrictions of the trust preferred securities; and
- any applicable United States Federal income tax considerations.
RIGHTS TO PAYMENT
We will guarantee the payments of distributions and payments on redemption
or liquidation with respect to the trust preferred securities, but only to the
extent the Trust has funds available to make those payments and has not made the
payments. The trust preferred securities guarantee by Boise Cascade is described
in more detail below under "Description of the Trust Preferred Securities
Guarantee."
The assets of each Trust available for distribution to the holders of its
trust preferred securities will be limited to payments from Boise Cascade under
the series of junior subordinated debt securities held by the Trust. If Boise
Cascade fails to make a payment on the junior subordinated debt securities, the
Trust will not have sufficient funds to make related payments, including
distributions, on its trust preferred securities.
The trust preferred securities guarantee, when taken together with our
obligations under the series of junior subordinated debt securities, the Junior
Subordinated Indenture and the amended declaration of the Trust, will provide a
full and unconditional guarantee of amounts due on the trust preferred
securities issued by each Trust.
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
The amended declaration of each Trust states that the Trust shall be
dissolved upon:
- the expiration of the term of the Trust;
- the bankruptcy of Boise Cascade;
- a change in law requiring the Trust to register as an investment company
under the Investment Company Act of 1940;
- the filing of a certificate of dissolution or its equivalent with respect
to Boise Cascade;
- Boise Cascade's election to terminate the trust and distribute the related
junior subordinated debt securities directly to the holders of the trust
securities;
- the redemption, conversion, or exchange of all of the trust securities of
the Trust; or
- entry of a court order for the dissolution of Boise Cascade or the Trust.
In the event of a dissolution, after the Trust pays all amounts owed to
creditors, the holders of the trust securities will be entitled to receive:
- cash equal to the aggregate liquidation amount of each trust security
specified in the prospectus supplement, plus
30
accumulated and unpaid distributions to the date of payment; or
- junior subordinated debt securities in an aggregate principal amount equal
to the aggregate liquidation amount of the trust securities.
If a Trust cannot pay the full amount due on its trust securities because it
has insufficient assets, then the amounts payable by the Trust shall be paid pro
rata. However, if an event of default under the related indenture has occurred,
the total amounts due on the trust preferred securities will be paid before any
distribution on the trust common securities.
EVENTS OF DEFAULT
An event of default under the Junior Subordinated Indenture relating to a
series of junior subordinated debt securities is also an event of default under
the amended declaration of the Trust that owns those securities. We have
described these events of default under the sections entitled "Description Debt
Securities--Provisions Applicable to All Debt Securities--Events of Default" and
"--Provisions Applicable to Junior Subordinated Debt Securities--Events of
Default."
Every year, Boise Cascade and the regular trustees of each Trust must file
with the property trustee for the Trust a certificate stating whether or not
they are in compliance with all the applicable conditions and covenants under
the related amended declaration.
If an event of default occurs, the property trustee of the Trust, as the
sole holder of the junior subordinated debt securities held by the Trust, will
have the right under the Junior Subordinated Indenture to declare the principal,
any premium, and interest on the junior subordinated debt securities immediately
due and payable.
HOLDER'S RIGHT TO SUE
If a property trustee fails to enforce its rights under the amended
declaration or the Junior Subordinated Indenture then, to the fullest extent
permitted by law, and subject to the terms of the amended declaration and the
Junior Subordinated Indenture, any holder of trust preferred securities may sue
Boise Cascade, or seek other remedies, to enforce the property trustee's rights
under the amended declaration or the Junior Subordinated Indenture. The holder
is not required to institute a legal proceeding against the property trustee or
any other person before suing Boise Cascade.
If Boise Cascade fails to pay any principal, premium, or interest on a
series of junior subordinated debt securities when payable, then a holder of the
trust preferred securities may directly sue Boise Cascade or seek other
remedies, to collect its pro rata share of payments owed.
REMOVAL AND REPLACEMENT OF TRUSTEES
Only Boise Cascade may remove or replace the trustees of a Trust. The
resignation or removal of any trustee and the appointment of a successor trustee
shall be effective only when the successor trustee accepts the appointment
according to the provisions of the amended declaration for the Trust.
CONVERSION OR EXCHANGE RIGHTS
The prospectus supplement will state the terms on which the trust preferred
securities are convertible into or exchangeable for common stock or other
securities of Boise Cascade or any other entity. The terms will state whether
conversion or exchange is mandatory, and whether it is at the holder's option or
at Boise Cascade's option. The terms may provide for adjustment of the number of
shares of common stock or other securities of Boise Cascade or any other person
to be received by the holders of trust preferred securities in specified
instances.
MERGERS, CONSOLIDATIONS, CONVERSIONS OR AMALGAMATIONS OF THE TRUSTS
The Trusts may not consolidate or merge with or be converted into or
replaced by any other corporation or other entity, or convey, transfer, or lease
their properties and assets substantially as an entirety to any other
corporation or other entity, except in each case as described below. A Trust
may, with the consent of a majority of its regular trustees and
31
without the consent of the trust security holders or the other trustees, engage
in any of the merger events referred to above, provided that:
- the successor entity either:
(1) assumes all of the obligations of the Trust relating to its trust
securities or
(2) substitutes other securities for the trust securities that are
substantially similar to the trust securities, so long as the
successor securities rank the same as the trust securities for
distributions and payments upon liquidation, redemption, and
otherwise;
- Boise Cascade acknowledges a trustee of the successor entity who has the
same powers and duties as the property trustee of the Trust, as the holder
of the particular series of junior subordinated debt securities;
- the trust preferred securities are listed, or any successor securities
will be listed, upon notice of issuance, on the same national securities
exchange or other market on which the trust preferred securities are then
listed;
- the merger event does not cause the trust preferred securities or
successor securities to be downgraded by any national rating agency;
- the merger event does not adversely affect the rights, preferences, and
privileges of the holders of the trust securities or successor securities
in any material way;
- the successor entity has a purpose identical to that of the Trust;
- prior to the merger event, Boise Cascade has received an opinion of
counsel from a nationally recognized law firm stating that
(1) the merger event does not adversely affect the rights of the holders
of the Trust's preferred securities or any successor securities in any
material way (other than with respect to any dilution of the holders'
interest in the new entity) and
(2) following the merger event, neither the Trust nor the successor entity
will be required to register as an investment company under the
Investment Company Act of 1940; and
- Boise Cascade or any permitted successor owns all of the common stock of
the successor entity and guarantees the obligations of the successor
entity under the successor securities in the same manner as in the
original guarantee.
In addition, unless all of the holders of the trust preferred securities and
trust common securities approve, the Trust may not consent to or engage in a
merger event if that event would cause the Trust or the successor entity to be
classified other than as a grantor trust for United States federal income tax
purposes.
VOTING RIGHTS; AMENDMENT OF DECLARATION
The holders of trust preferred securities have no voting rights except as
discussed above under "--Mergers, Consolidations, Conversion or Amalgamations of
the Trust," below under "Description of the Trust Preferred Securities
Guarantee--Amendments and Assignment," and in the following three paragraphs,
and as otherwise required by law or the amended declaration for the Trust.
The amended declaration may be amended by a majority of the regular trustees
of the Trust. However, if any proposed amendment provides for, or the regular
trustees otherwise propose,
(1) any action that would adversely affect the powers, preferences, or
special rights of the trust securities, whether by way of amendment to
the amended declaration or otherwise, or
(2) the dissolution, winding-up, or termination of the Trust other than
pursuant to the terms of its amended declaration,
then the holders of the trust securities as a single class will be entitled to
vote on the
32
amendment or proposal. In that case, the amendment or proposal must be approved
by at least 66 2/3 in liquidation amount of the trust securities affected by the
amendment or proposal.
If any amendment or proposal referred to in clause (1) above would adversely
affect only a particular class of the trust securities of the Trust, then only
the affected class will be entitled to vote on the amendment or proposal. The
amendment or proposal must be approved by at least 66 2/3% in liquidation amount
of the affected class.
No amendment may be made to an amended declaration if the amendment would:
- cause the Trust to be characterized as other than a grantor trust for
United States federal income tax purposes;
- impose any additional obligation on Boise Cascade without its consent;
- reduce or otherwise adversely affect the powers of the property trustee;
or
- cause the Trust to be deemed to be an "investment company" which is
required to be registered under the Investment Company Act.
The holders of a majority in aggregate liquidation amount of the trust
preferred securities have the right to:
- direct the time, method, and place of conducting any proceeding for any
remedy available to the property trustee of the Trust; or
- direct the exercise of any trust or power conferred upon the property
trustee under the Trust's amended declaration, including the right to
direct the property trustee, as the holder of a series of junior
subordinated debt securities, to
(1) exercise the remedies available under the Junior Subordinated
Indenture with respect to those junior subordinated debt securities,
(2) waive any event of default under the Junior Subordinated Indenture
that is waivable or
(3) cancel an acceleration of the principal of the junior subordinated
debt securities.
However, if the Junior Subordinated Indenture requires the consent of the
holders of more than a majority in aggregate principal amount of the junior
subordinated debt securities, then the property trustee must get approval of the
holders of the "super-majority" in liquidation amount of the trust preferred
securities.
In addition, before taking any of the actions described above, the property
trustee must obtain an opinion of counsel stating that, as a result of the
action, the Trust will continue to be classified as a grantor trust for United
States federal income tax purposes.
The property trustee of the Trust will notify all trust preferred securities
holders of the Trust of any notice received from the indenture trustee with
respect to the junior subordinated debt securities held by the Trust.
As described in the amended declaration, the property trustee may hold a
meeting to have holders of trust preferred securities vote on a change or have
them approve a change by written consent.
Any trust preferred securities that we or our affiliates own will be treated
as if they were not outstanding for purposes of any vote or consent of trust
preferred securities.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
For matters relating to compliance with the Trust Indenture Act, the
property trustee of the Trust will have all of the duties and responsibilities
of an indenture trustee under the Trust Indenture Act. The property trustee must
perform only the duties specifically stated in the amended declaration and, upon
an event of default, must use the same degree of care and skill as a prudent
person would exercise or use in the conduct of his or her own affairs. Subject
to this provision, the property trustee is not
33
required to exercise any of the powers it has under the applicable amended
declaration at the request of any holder of trust preferred securities unless it
is offered reasonable security or indemnity against the costs, expenses and
liabilities that it might incur. However, the holders of the trust preferred
securities will not be required to offer an indemnity where the holders, by
exercising their voting rights, direct the property trustee to take any action
following an event of default.
MISCELLANEOUS
The regular trustees of a Trust are authorized and directed to conduct the
affairs of the Trust and to operate the Trust so that
- it will not be deemed to be an "investment company" required to be
registered under the Investment Company Act;
- it will be classified as a grantor trust for United States federal income
tax purposes; and
- the junior subordinated debt securities it holds will be treated as
indebtedness of Boise Cascade for United States federal income tax
purposes.
Boise Cascade and the regular trustees of the Trust are authorized to take
any action permitted under applicable law, the certificate of trust and the
amended declaration, that they together determine is necessary or desirable for
the purposes of the Trust.
Holders of trust preferred securities have no preemptive or similar rights.
The Trust may not borrow money, issue debt, execute mortgages, or pledge any
of its assets.
GOVERNING LAW
The amended declaration and the related trust preferred securities will be
governed by the laws of the State of Delaware.
DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEE
GENERAL
When a Trust issues trust preferred securities, Boise Cascade will execute a
trust preferred securities guarantee which benefits the holders of trust
preferred securities. The trust preferred securities guarantee will be qualified
as an indenture under the Trust Indenture Act. U.S. Bank Trust National
Association will act as the guarantee trustee for the purposes of compliance
with the Trust Indenture Act, and will hold the guarantee for the benefit of the
holders of trust preferred securities.
GUARANTEE PAYMENT
This section summarizes the material terms of the guarantees that Boise
Cascade will provide in respect of the preferred securities that the Trusts may
offer. The summary in this section does not describe every aspect of the
guarantee. When evaluating the guarantee, you should also refer to any
description in the related prospectus supplement and to all the provisions of
the guarantee agreements. The form of the guarantee agreement is filed as an
exhibit to the registration statement.
Boise Cascade will irrevocably agree to pay in full to the holders of the
trust preferred securities the following guarantee payments when due, to the
extent not paid by the Trust, regardless of any defense, right of set-off, or
counterclaim which the Trust may have or assert:
- any accrued and unpaid distributions required to be paid on the trust
preferred securities, to the extent that the Trust has funds available to
make the payment;
- the redemption price, to the extent that the Trust has funds available to
make the payment; and
- if the Trust is voluntarily or involuntarily dissolved and liquidated
(other than in connection with a distribution of junior subordinated debt
securities to holders of the trust preferred securities or the
34
redemption of all the trust preferred securities), the lesser of
(1) the aggregate of the liquidation amount specified in the prospectus
supplement for each trust preferred security plus all accrued and
unpaid distributions on the trust preferred securities to the date of
payment, to the extent the Trust has funds available to make the
payment, and
(2) the amount of assets of the Trust remaining available for distribution
to holders of its trust preferred securities upon a dissolution and
liquidation of the trust ("Liquidation Payment").
Boise Cascade may satisfy its obligation to make a guarantee payment by
directly paying the required amounts to the holders of the trust preferred
securities or by causing the Trust to pay the amounts to the holders.
The combined operation of Boise Cascade's obligations under the Junior
Subordinated Indenture and the trust preferred securities guarantee and amended
declaration provides a full, irrevocable and unconditional guarantee of the
trust's obligations under its trust preferred securities.
STATUS OF THE GUARANTEE
The guarantee will be an unsecured obligation of Boise Cascade and will
rank:
- subordinate and junior in right of payment to all of Boise Cascade's other
liabilities, except those obligations made equal or junior to its
obligations under the trust preferred securities guarantee;
- equal with the senior most preferred or preference stock now or later
issued by Boise Cascade, and with any guarantee now or later issued by it
in respect of any preferred or preference stock of any of its affiliates;
and
- senior to the common stock.
The declaration will require that the holder of trust preferred securities
accept the subordination provisions and other terms of the guarantee. The
guarantee will be a guarantee of payment and not of collection (in other words,
the holder of the guaranteed security may sue Boise Cascade, or seek other
remedies, to enforce its rights under the trust preferred securities guarantee
without first suing any other person or entity). The guarantee will not be
discharged except by payment of the guarantee payments in full to the extent not
previously paid or upon distribution of the corresponding series of junior
subordinated debt securities to the holders of trust preferred securities
pursuant to the declaration.
AMENDMENTS AND ASSIGNMENT
Except for changes which do not adversely affect the rights of holders of
trust preferred securities in any material respect (in which case no consent of
the holders will be required), a guarantee may only be amended with the prior
approval of the holders of at least 66 2/3% in aggregate liquidation amount of
the trust preferred securities. We have described the way to obtain approval
under "Description of the Trust Preferred Securities--Voting Rights; Amendment
of Declaration." All guarantees and agreements contained in the trust preferred
securities guarantee will be binding on our successors, assigns, receivers,
trustees and representatives and are for the benefit of the holders of the
applicable trust preferred securities.
EVENTS OF DEFAULT UNDER THE GUARANTEE
An event of default under the guarantee occurs if we fail to make any
required payments or perform our obligations under the guarantee.
The holders of at least a majority in aggregate liquidation amount of the
trust preferred securities will have the right to direct the time, method, and
place of conducting any proceeding for any remedy available to the guarantee
trustee or to direct the exercise of any trust or power given to the guarantee
trustee under the guarantee.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The guarantee trustee will only perform the duties that are specifically
described in the
35
guarantee, except when an event of default under the guarantee occurs and is
continuing. After a default, the guarantee trustee will exercise the same degree
of care and skill as a prudent person would exercise or use in the conduct of
his or her own affairs. Subject to this provision, the guarantee trustee is
under no obligation to exercise any of its powers at the request of any holder
of covered trust preferred securities unless it receives reasonable indemnity
against the costs, expenses, and liabilities that it might incur.
TERMINATION OF THE GUARANTEE
The guarantee will terminate once the trust preferred securities are paid in
full or upon distribution of the corresponding series of junior subordinated
debt securities to the holders of the trust preferred securities. The guarantee
will continue to be effective or will be reinstated if at any time any holder of
trust preferred securities must return any sums paid under the trust preferred
securities or the guarantee.
GOVERNING LAW
The guarantee will be governed by the laws of the State of New York.
36
RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES,
THE TRUST PREFERRED SECURITIES GUARANTEE
AND THE SUBORDINATED DEBT SECURITIES HELD BY THE TRUST
As long as Boise Cascade makes payments of interest and other payments when
due on the junior subordinated debt securities held by a Trust, the Trust will
have sufficient funds to make distribution payments and redemption and
liquidation payments due on its trust preferred securities. This is because:
- the aggregate principal amount of the junior subordinated debt securities
will be equal to the sum of the aggregate liquidation amount of the trust
securities;
- the interest rate and interest and other payment dates on the junior
subordinated debt securities will match the distribution rate and
distribution and other payment dates for the trust preferred securities;
- Boise Cascade will pay for any and all costs, expenses, and liabilities of
each Trust except the trust's obligations under its trust preferred
securities; and
- each declaration provides that a Trust will not engage in any activity
that is not consistent with the limited purposes of the Trust.
If and to the extent that Boise Cascade fails to make payments on the junior
subordinated debt securities, the Trust will not have funds available to make
payments of distributions or other amounts due on its trust preferred
securities. In those circumstances, holders will not be able to rely upon the
trust preferred securities guarantee for payment of these amounts. Instead, they
may directly sue Boise Cascade or seek other remedies to collect the pro rata
share of payments owed. If a holder of trust preferred securities sues Boise
Cascade to collect payment, then Boise Cascade will assume the holder's rights
under the declaration to the extent Boise Cascade makes a payment in the legal
action.
A holder of any trust preferred security may sue Boise Cascade, or seek
other remedies, to enforce its rights under the guarantee without first suing
the guarantee trustee, the Trust or any other person or entity.
PLAN OF DISTRIBUTION
Boise Cascade may sell common stock, preferred stock, any series of debt
securities, warrants, purchase contracts, units or guarantees, and the Trusts
may sell trust preferred securities, in one or more of the following ways from
time to time:
- to underwriters for resale to the public;
- directly to institutional investors; or
- through agents to the public.
The offered securities may be distributed periodically in one or more
transactions at:
- a fixed price or prices, which may be changed;
- market prices prevailing at the time of sale;
- prices related to the prevailing market prices; or
- negotiated prices.
In connection with the sale of offered securities, underwriters or agents may
receive compensation from Boise Cascade in the form of underwriting discounts or
commissions. They may also receive commissions from purchasers of offered
securities. Underwriters or agents may sell offered securities to or through
dealers. Those dealers may receive compensation in the form of discounts,
concessions, or commissions from the underwriters and/or commissions from
purchasers.
The prospectus supplement will set forth the terms of the offering of the
securities, including the name or names of any underwriters or agents, the
purchase price of the securities and
37
the proceeds to us from the sale, any underwriting discounts or agency fees and
other items constituting underwriters' or agents' compensation, any initial
public offering price, any discounts or concessions allowed or reallowed or paid
to dealers, and any securities exchanges on which the securities may be listed.
If underwriters participate in the sale, they will acquire the offered
securities for their own account and may resell the securities time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale.
Unless otherwise stated in the prospectus supplement, the obligations of the
underwriters to purchase any series of securities will be subject to certain
conditions precedent. The underwriters cannot purchase a series in part but must
instead purchase the entire series.
Underwriters, dealers, and agents participating in the distribution of the
offered securities may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of the
offered securities may be deemed to be underwriting discounts and commissions,
under the Securities Act of 1933. Underwriters and agents may be entitled under
agreements entered into with Boise Cascade and/or the Trusts to indemnification
by Boise Cascade and/or the Trusts against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to related
payments which the underwriters or agents may be required to make.
Underwriters and agents and/or their affiliates may engage in transactions
with or perform services for us and our affiliates in the ordinary course of
business.
If indicated in the Prospectus Supplement, we will authorize dealers or
other persons acting as our agents to solicit offers by certain institutions to
purchase offered securities from us pursuant to delayed purchase contracts. Each
contract will provide for payment and delivery on the date(s) stated in the
prospectus supplement and will be for an amount not less than the amount stated
in the prospectus supplement. The aggregate amount of offered securities sold
pursuant to these contracts shall be equal to the amount stated in the
prospectus supplement. We may enter into delayed purchase contracts with
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions, and other institutions.
Purchasers will in all cases be subject to our approval. The obligations of any
purchaser under any delayed contract will be subject to the following
conditions:
1. The purchase by an institution of the offered securities covered by its
delayed contract shall not at the time of delivery be prohibited under
the laws of any jurisdiction in the United States to which the
institution is subject, and
2. If the offered securities are being sold to underwriters, Boise Cascade
shall have sold to the underwriters the total principal amount of the
offered securities less the principal amount covered by delayed purchase
contracts.
The underwriters will not have any responsibility regarding the validity or
performance of the delayed purchase contracts.
Each series of offered securities will be a new issue of securities and will
have no established trading market, other than our common stock which is listed
on the New York Stock Exchange and the Chicago Stock Exchange. Any common stock
sold pursuant to a prospectus supplement will be listed on the New York Stock
Exchange and the Chicago Stock Exchange subject to official notice of issuance.
Other securities may or may not be listed on a national securities exchange. Any
underwriters to whom securities are sold for public offering and sale may but
are not required to make a market in the securities, and the underwriters may
discontinue any market making at any time without notice.
38
VALIDITY OF OFFERED SECURITIES
The validity of the Offered Securities will be passed upon for us by John W.
Holleran, who is our Senior Vice President and General Counsel, and for the
underwriters or agents, if any, by Sullivan & Cromwell, New York, New York.
Certain matters of Delaware law relating to the trust preferred securities will
be passed upon on behalf of the Trusts by Richards, Layton & Finger, P.A.,
Wilmington, Delaware, special Delaware counsel to the Trusts. As of
December 31, 1999, Mr. Holleran was the beneficial owner of 1,180 shares of our
common stock and 960 shares of our Convertible preferred stock, Series D, in the
Employee Stock Option Plan. Mr. Holleran holds options to purchase shares of our
common stock under a Company stock option plan. Sullivan & Cromwell and
Richards, Layton & Finger, P.A. from time to time render legal services to Boise
Cascade.
EXPERTS
The audited financial statements incorporated by reference in this
prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports which accompany those statements, and
are incorporated by reference in reliance upon the authority of that firm as
experts in accounting and auditing in giving such reports.
39
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. LIST OF EXHIBITS
Exhibits are listed in the Exhibit Index and are incorporated by reference.
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Boise Cascade
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boise, Idaho, on May 16, 2000.
BOISE CASCADE CORPORATION
By /s/ GEORGE J. HARAD
-----------------------------------------
George J. Harad,
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities indicated on May 16, 2000.
SIGNATURES TITLE
- --------------------------------------------- -------------------------
PRINCIPAL EXECUTIVE OFFICER:
George J. Harad Chairman of the Board and
Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
Theodore Crumley Senior Vice President and
Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
Tom E. Carlile Vice President and
Controller
A MAJORITY OF THE DIRECTORS
George J. Harad Director
Philip J. Carroll Director
Robert K. Jaedicke Director
Donald S. Macdonald Director
Gary G. Michael Director
Paul J. Phoenix Director
A. William Reynolds Director
Jane E. Shaw Director
Frank A. Shrontz Director
Edson W. Spencer Director
By /s/ JOHN W. HOLLERAN
---------------------------------------
John W. Holleran
ATTORNEY-IN-FACT
Dated: May 16, 2000
S-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of Boise
Cascade Trust I, Boise Cascade Trust II and Boise Cascade Trust III certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and that it has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boise, Idaho, on May 16, 2000.
BOISE CASCADE TRUST I
By BOISE CASCADE CORPORATION, as
Sponsor
By /s/ JOHN W. HOLLERAN
------------------------------------
John W. Holleran
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
BOISE CASCADE TRUST II
By BOISE CASCADE CORPORATION, as
Sponsor
By /s/ JOHN W. HOLLERAN
------------------------------------
John W. Holleran
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
BOISE CASCADE TRUST III
By BOISE CASCADE CORPORATION, as
Sponsor
By /s/ JOHN W. HOLLERAN
------------------------------------
John W. Holleran
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
S-3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment No. 2 to the Registration Statement on Form S-3 of
our report dated January 28, 2000, incorporated by reference into Boise Cascade
Corporation's Form 10-K for the year ended December 31, 1999, and to all
references to our firm included in this Amendment No. 2 to the Registration
Statement on Form S-3.
ARTHUR ANDERSEN LLP
Boise, Idaho
May 16, 2000
S-4
BOISE CASCADE CORPORATION
EXHIBIT INDEX
Filed with Amendment No. 2 to Form S-3
EXHIBIT PAGE
- ----------- -----------
12.1 (1) Statement re computation of ratio of earnings to fixed charges.
12.2 (2) Statement re computation of ratio of earnings to combined fixed charges and preferred dividend
requirements.
23.1 Consent of Arthur Andersen LLP (see page S-4).
24. Power of Attorney (included on signature pages of this registration statement as originally
filed on March 24, 1999).
- ------------------------
(1) The "Statement re computation of ratio of earnings to fixed charges" was
filed under Exhibit 12.1 in Boise Cascade's Form 10-Q for the quarter ended
March 31, 2000 (File No. 1-5057), and is incorporated by this reference.
(2) The "Statement re computation of ratio of earnings to combined fixed charges
and preferred dividend requirements" was filed under Exhibit 12.2 in Boise
Cascade's Form 10-Q for the quarter ended March 31, 2000 (File No. 1-5057),
and is incorporated by this reference.
S-5
