------------------------- OMB APPROVAL ------------------------- OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden Hours per response 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BOISE CASCADE OFFICE PRODUCTS CORPORATION - ----------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ----------------------------------------------------------------- (Title of Class of Securities) 097403-10-9 --------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement { }. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).CUSIP No. 097403-10-9 13G 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BOISE CASCADE CORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.: 82-0100960) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) {_} (b) {X} 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF DELAWARE, U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 50,750,000 6 SHARED VOTING POWER -0- 7 SOLE DISPOSITIVE POWER 50,750,000 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,750,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 81% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTION BEFORE FILLING OUT SCHEDULE 13G Item 1 (a): Boise Cascade Office Products Corporation Item 1 (b): 800 West Bryn Mawr Avenue Itasca, Illinois 60143 Item 2 (a): Boise Cascade Corporation ("BCC") Item 2 (b): 1111 West Jefferson P.O. Box 50 Boise, Idaho 83728-0001 Item 2 (c): State of Delaware, U.S.A. Item 2 (d): Common Stock, par value $.01 per share Item 2 (e): 097403-10-9 Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: Not Applicable Item 4 OWNERSHIP Item 4 (a): 50,750,000 shares; BCC is a party to an agreement with the issuer pursuant to which the issuer has granted BCC a continuing option to purchase from the issuer any or all shares of voting stock which the issuer proposes to issue, subject to various exceptions; the agreement provides that this option will remain in effect for as long as BCC owns at least 33% of the voting power of the issuer's outstanding capital stock. Item 4 (b): 81% Item 4 (c) (i): 50,750,000 shares Item 4 (c) (ii): -0- Item 4 (c) (iii): 50,750,000 shares Item 4 (c) (iv): -0- Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not Applicable Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not Applicable Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not Applicable Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable Item 9 NOTICE OF DISSOLUTION OF GROUP Not Applicable Item 10 CERTIFICATION Not Applicable SIGNATURE - --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. January 10, 1997 - ---------------- Date BOISE CASCADE CORPORATION /s/ Tracy R. Oneale - ----------------------------------------- Tracy R. Oneale, Counsel KL60208B.LS