As filed with the Securities and Exchange Commission on February 25, 1998.
Registration No. 333-41033
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
Boise Cascade Corporation
(Exact name of registrant as specified in charter)
Delaware 82-0100960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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 registrant's 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)
Copy to:
Robert E. Buckholz, Jr.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement
as determined in light of market conditions.
------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following
box. [ X ]
------------
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act Registration Statement
number of the earlier effective Registration Statement for the same
offering. [ ]
------------
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
------------
If delivery of the Prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
------------
CALCULATION OF REGISTRATION FEE****
Proposed
Maximum Proposed
Title of Each Class Amount Offering Maximum
of Securities to be Price Aggregate Amount of
to be Registered Registered Per Unit* Offering Price* Registration Fee
____________________ __________ __________ _______________ ________________
Debt Securities $400,000,000** 100%*** $400,000,000*** $121,212.12
*Estimated solely for the purpose of calculating the registration fee.
**Or if any debt securities (1) are denominated or payable in a foreign
or composite currency or currencies, such amount as shall result in an
aggregate initial offering price equivalent to $400,000,000 at the
time of initial offering or (2) are issued at an original issue
discount, such greater principal amount as shall result in an aggregate
initial offering price of $400,000,000.
***Exclusive of accrued interest, if any.
****The Prospectus included in this Registration Statement is a combined
Prospectus under Rule 429 of the Securities Act. The Prospectus
included here also relates to $89.4 million aggregate principal amount
of securities registered under Registration Statement No. 33-54533. The
company previously paid $137,932 in filing fees with respect to those
securities.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective under
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
The information in this Prospectus is incomplete. We may not sell
these securities until the Registration Statement filed with the Securities
and Exchange Commission is effective. This Prospectus is not an offer to
sell nor is it seeking an offer to buy these securities in any state where
the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 25, 1998
BOISE CASCADE CORPORATION
------------
SENIOR DEBT SECURITIES
------------
Boise Cascade Corporation (the "Company" which may be referred to as
"we" or "us") may periodically offer debentures, notes, or other unsecured
types of debt in one or more series ("Debt Securities"). We may offer Debt
Securities to raise up to $489,400,000 (or, if we sell the Debt Securities
in foreign or composite currencies, whatever the equivalent may be at the
time of the offering). Terms of the Debt Securities will reflect market
conditions at the time of sale.
We may sell the Debt Securities directly, through agents, to or
through underwriting syndicates led by one or more managing underwriters,
or to or through one or more underwriters acting alone. If we involve any
of our agents or any underwriters in the sale of these securities, then we
will include their names and any applicable commissions or discounts in a
prospectus supplement. Any underwriters, dealers, or agents participating
in the offering will be "underwriters" as defined by the Securities Act
of 1933.
------------
Along with this Prospectus, the Company will provide a supplement
to this Prospectus for each offering of Debt Securities ("Prospectus
Supplement"). The Prospectus Supplement will describe the amounts, prices,
and terms of the Debt Securities included in that offering ("Offered
Securities"). It will also state the net proceeds the Company will receive
from the sale. The Prospectus Supplement may also update information in
this Prospectus. It is important for you to read both this Prospectus and
the Prospectus Supplement before you invest.
We will issue the Offered Securities in the form of one or more Global
Securities deposited with The Depository Trust Company, New York, New York
("DTC").
------------
Neither the SEC nor any state securities commission has approved these
securities. Similarly, these organizations have not determined that this
Prospectus is accurate or complete. Any representation to the contrary is
a criminal offense.
This Prospectus is dated: ________________, 1998.
AVAILABLE INFORMATION
The Company files annual, quarterly and special reports, proxy
statements, and other information with the SEC. You may read and copy
any document we file at the SEC's public reference rooms at: Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C.; 7 World Trade
Center, New York, New York; and 500 West Madison Street, Suite 1400,
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also
available to the public from the SEC's web site at http://www.sec.gov.
Reports, proxy statements, and other information concerning the
Company can also be inspected at the offices of the New York Stock
Exchange at 20 Broad Street, New York, New York 10005; the Chicago Stock
Exchange at One Financial Place, 440 South LaSalle Street, Chicago,
Illinois 60605-1070; and the Pacific Exchange at 301 Pine Street,
San Francisco, California 94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered part of this Prospectus, and later information
filed with the SEC will update and supersede this information. We
incorporate by reference the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until our offering is completed:
1. Annual report on Form 10-K for the year ended December 31, 1996;
2. Quarterly reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997, and September 30, 1997;
3. The portions of the Company's Proxy Statement on Schedule 14A for
the annual meeting of shareholders held on April 18, 1997, that
have been incorporated by reference into the 10-K for the year
ended December 31, 1996; and
4. Current Report on Form 8-K filing the company's financial
information as of December 31, 1997 (including the Ratio of
Earnings to Fixed Charges for the years ended 1993 through 1997;
Balance Sheets as of December 31, 1997 and 1996; Statements of
Income (Loss) for the years ended December 31, 1997, 1996, and
1995; Statements of Cash Flows for the years ended December 31,
1997, 1996, and 1995; Notes to Financial Statements; Report of
Independent Public Accountants; and Report of Management) (filed
with the SEC on February 23, 1998).
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Investor Relations Department
Boise Cascade Corporation
P.O. Box 50
Boise, ID 83728-0001
208/384-6390
http://www.bc.com
------------
You should rely only on the information incorporated by reference
or provided in this Prospectus or the Prospectus Supplement. We have
authorized no one to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this Prospectus
or the Prospectus Supplement is accurate as of any date other than the
date on the front of the document.
THE COMPANY
Boise Cascade Corporation is an integrated paper and forest products
company headquartered in Boise, Idaho, with domestic and international
operations. The Company manufactures and distributes paper and wood
products, distributes office products and building materials, and owns
and manages 2.4 million acres of timberland.
The Company 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 the Company refer, unless the
context otherwise requires, to Boise Cascade Corporation and its
consolidated subsidiaries.
USE OF PROCEEDS
Unless otherwise stated in the Prospectus Supplement, the net proceeds
from the sale of the Debt Securities will be used to repay debt and for
other corporate purposes. Those other corporate purposes may include
acquisitions, additions to working capital, and capital expenditures.
RATIO OF EARNINGS TO FIXED CHARGES
The Ratio of Earnings to Fixed Charges for each of the periods
indicated is as follows:
Year Ended December 31
________________________________________________
1993 1994 1995 1996 1997
Ratio of earnings
to fixed charges (1) -- -- $4.18 -- --
==== ==== ===== ==== ====
__________________________
(1) Earnings before fixed charges were inadequate to cover total fixed
charges by $150,756,000, $88,207,000, $5,602,000, and $50,666,000 for the
years ended December 31, 1993, 1994, 1996, and 1997.
For any further information on the Ratio of Earnings to Fixed Charges,
please see our most recent Form 8-K. See "Available Information" and
"Incorporation of Certain Documents by Reference."
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an Indenture ("Indenture")
dated as of October 1, 1985, as amended to date, between the Company and
First Trust of New York, National Association, Trustee ("Trustee"). The
Indenture is filed as an exhibit to the Registration Statement. All
section references are to sections of the Indenture. All capitalized terms
have the meanings specified in the Indenture.
Debt Securities may be issued periodically in one or more series.
The Prospectus Supplement will describe the specific information, including
amounts, prices, and terms, for each series of Debt Securities.
General
The Indenture does not limit the amount of securities that the Company
may issue. As of the date of this Prospectus, $1,101,775,000 principal
amount of securities have been issued and are outstanding under the
Indenture. In addition to the Debt Securities, we may authorize the
issuance of other securities under the Indenture. The securities will be
unsecured obligations of the Company. They will rank on a parity with all
our other unsecured unsubordinated indebtedness.
Each Prospectus Supplement will describe the following terms of the
Offered Securities:
o The title;
o Any limit on the aggregate principal amount;
o The date(s) the principal is payable;
o The interest rate(s), if any, and the date(s) from which the
interest accrues;
o The dates on which the interest, if any, is payable and the
regular record dates for the interest payment dates;
o Whether the Offered Securities are redeemable at our option and
the redemption price(s) and other redemption terms and conditions;
o Whether we are obligated to redeem or purchase the Offered
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;
o If other than the principal amount, the portion of the principal
amount payable if the maturity of the Offered Securities is
accelerated;
o Whether the provisions relating to Satisfaction, Discharge, and
Defeasance Prior to Maturity or Redemption apply;
o If other than United States Dollars, the currency or currencies
of payment of principal and any premium and interest (which may
be a composite currency such as the European Currency Unit);
o 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; and
o Any other terms.
Securities may be issued and sold at a substantial discount below their
principal amount. The Prospectus Supplement will describe any special
United States federal income tax consequences and other considerations
which apply to securities issued at a discount or to any Offered Securities
denominated or payable in a foreign currency or currency unit. (Section 301)
Book-Entry System
The Offered Securities will be issued in the form of one or more fully
registered Global Securities. These will be deposited with, or on behalf
of, DTC and registered in the name of its nominee. Except as described
below, the Global Securities may be transferred, in whole and not in part,
only to DTC or to another nominee of DTC.
DTC has advised the Underwriters and the Company that it is:
o A limited-purpose trust company organized under the laws of the
state of New York;
o A member of the Federal Reserve System;
o A "clearing corporation" within the meaning of the New York
Uniform Commercial Code; and
o 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 institutions that have accounts
with DTC ("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. Access to DTC's book-entry system is also available to others
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly. DTC administers its book-entry system in accordance with its
rules and bylaws and legal requirements.
Upon issuance of a Global Security representing Offered Securities,
DTC will credit (on its book-entry registration and transfer system) the
principal amount to participants' accounts. Ownership of beneficial
interests in the Global Security will be limited to participants or to
persons that hold interests through participants. Ownership of interests
in the Global Security will be shown on, and the transfer of those ownership
interests will be effected only through, records maintained by DTC (with
respect to participants' interests) and the participants (with respect to
the owners of beneficial interests in the Global Security). The laws of
some jurisdictions may require that certain purchasers of securities take
physical delivery of those securities in definitive form. These limits and
laws may impair the ability to transfer beneficial interests in a Global
Security.
So long as DTC, or its nominee, is the registered holder and owner
of a Global Security, DTC or its nominee, as the case may be, will be
considered, for all purposes under the Indenture, the sole owner and
holder of the related Offered Securities. Except as described below,
owners of beneficial interests in a Global Security will not:
o be entitled to have the Offered Securities registered in their
names; or
o receive or be entitled to receive physical delivery of
certificated Offered Securities in definitive form.
Each person owning a beneficial interest in a Global Security must rely on
DTC's procedures (and, if such person holds through a participant, on the
participant's procedures) to exercise any rights of an Offered Securities
holder under the Indenture or the Global Security. The Indenture provides
that DTC may grant proxies and otherwise authorize participants to take any
action which it (as the holder of a Global Security) is entitled to take
under the Indenture or the Global Security. We understand that under
existing industry practice, if the Company requests any action of Offered
Securities 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 their beneficial owners to take
the action or would otherwise act upon the instructions of their beneficial
owners.
The Company will pay principal of and interest on Offered Securities
to DTC. We expect that DTC, upon receipt of any payment of principal or
interest, 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 for customers'
accounts in "street name") and will be the responsibility of the
participants. Neither the Company nor the Trustee will have any
responsibility or liability for:
o any aspect of the records relating to, or payments made on account
of, beneficial ownership interests in a Global Security for any
Offered Securities;
o maintaining, supervising, or reviewing any records relating to any
beneficial ownership interests;
o any other aspect of the relationship between DTC and its
participants; or
o the relationship between the participants and the owners of
beneficial interests in a Global Security.
Unless and until they are exchanged in whole or in part for
certificated Offered Securities in definitive form, the Global Securities
may not be transferred except as a whole by DTC to its nominee or by its
nominee to DTC or another nominee.
The Offered Securities may be exchanged for certificated Offered
Securities in definitive form in denominations of $1,000 or multiples
thereof if:
1. DTC notifies us that it is unwilling or unable to continue as
depositary for the Global Securities or if at any time it ceases
to be a clearing agency registered under the Securities Exchange
Act of 1934;
2. The Company decides at any time not to have all of the Offered
Securities represented by the Global Securities and so notifies
the Trustee; or
3. An Event of Default has occurred and is continuing with respect
to the Offered Securities.
If there is such an exchange, certificated Offered Securities will be issued
in authorized denominations and registered in such names as DTC directs.
Subject to the foregoing, the Global Securities are not exchangeable, except
for a Global Security(ies) of the same aggregate denomination to be
registered in DTC's or its nominee's name.
Material Covenants of the Company
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 annum equal to
the weighted average interest rate borne by the securities outstanding under
the Indenture. (Section 101)
"Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after
deducting (1) all liabilities, other than deferred income taxes, Funded
Debt, and shareholders' equity and (2) all goodwill, trade names, trademarks,
patents, organization expenses, and other like intangibles of the Company
and its consolidated subsidiaries. (Section 101)
"Funded Debt" means (1) all indebtedness for money borrowed having a
maturity of more than 12 months from the date as of which the determination
is made or having a maturity of 12 months or less but by its terms being
renewable or extendible beyond 12 months from such date at the option of
the borrower and (2) rental obligations payable more than 12 months from
such date under leases which are capitalized in accordance with generally
accepted accounting principles. (Section 101)
"Principal Property" means (1) any mill, converting plant,
manufacturing plant, or other facility owned by the Company or any
Restricted Subsidiary of the Company which is located within the present
50 states of the United States and the gross book value of which (without
deduction of any depreciation reserves) on the date as of which the
determination is being made exceeds 3% of Consolidated Net Tangible Assets
and (2) Timberlands, in each case other than properties or any portion of
a particular property which in the opinion of the Board of Directors is
not of material importance to the Company's business or other than
minerals or mineral rights. (Section 101)
"Restricted Subsidiary" means a Subsidiary of the Company substantially
all the property of which is located, or substantially all of the business
of which is carried on, within the present 50 states of the United States
and which owns a Principal Property, excluding however a Subsidiary of the
Company which is primarily engaged in the development and sale or
financing of real property. (Section 101)
"Subsidiary" of the Company means a corporation more than 50% of the
voting stock of which is, directly or indirectly, owned by the Company, one
or more Subsidiaries of the Company, or the Company and one or more
Subsidiaries. (Section 101)
Restrictions on Secured Debt
Neither the Company nor any Restricted Subsidiary shall incur, issue,
assume, or guarantee any loans, whether or not evidenced by any evidence of
indebtedness for money borrowed ("Debt") secured by a mortgage, pledge, or
lien ("Mortgage") on any Principal Property of the Company or any
Restricted Subsidiary, or on any share of stock or Debt of any Restricted
Subsidiary, unless the Company secures or causes such Restricted
Subsidiary to secure the securities issued under the Indenture equally and
ratably with (or, at the Company's option, prior to) such secured Debt,
unless
(x) the aggregate amount of all such secured Debt, together with
(y) all Attributable Debt of the Company and its Restricted
Subsidiaries with respect to sale and leaseback transactions
involving Principal Properties (with the exception of such
transactions which are excluded as described in "Restrictions on
Sales and Leasebacks" below),
would not exceed 10% of Consolidated Net Tangible Assets. The above
restriction does not apply to, and there will be excluded from secured
Debt in any computation under such restriction, Debt secured by:
1. Mortgages on property of, or on any shares of stock of or Debt
of, any corporation existing at the time such corporation becomes
a Restricted Subsidiary;
2. Mortgages in favor of the Company or a Restricted Subsidiary;
3. Mortgages in favor of governmental bodies to secure progress or
advance payments;
4. Mortgages on property, shares of Capital Stock or Debt existing
at the time of acquisition thereof (including acquisition through
merger or consolidation), and purchase money and construction
Mortgages which are entered into within specified time limits;
5. Mortgages securing industrial revenue or pollution control bonds;
6. Mortgages on Timberlands or in connection with arrangements under
which the Company or any Restricted Subsidiary is obligated to cut
or pay for timber; or
7. Any extension, renewal, or refunding of any Mortgage referred to
in the foregoing clauses (1) through (6) inclusive. (Section 1004)
Restrictions on Sales and Leasebacks
Neither the Company nor any Restricted Subsidiary may enter into any
sale and leaseback transaction involving any Principal Property, unless
(x) the aggregate amount of all Attributable Debt of the Company and
its Restricted Subsidiaries with respect to such transaction plus
(y) all secured Debt (with the exception of secured Debt which is
excluded as described in "Restrictions on Secured Debt" above)
would not exceed 10% of Consolidated Net Tangible Assets.
This restriction does not apply to, and there shall be excluded from
Attributable Debt in any computation under such restriction, any sale and
leaseback transaction if:
1. The lease is for a period, including renewal rights, not in
excess of three years;
2. The sale or transfer of the Principal Property is made within
a specified period after its acquisition or construction;
3. The lease secures or relates to industrial revenue or pollution
control bonds;
4. The transaction is between the Company and a Restricted Subsidiary
or between Restricted Subsidiaries; or
5. The Company or such Restricted Subsidiary, within 180 days after
the sale is completed, applies to the retirement of Funded Debt of
the Company or a Restricted Subsidiary, or to the purchase of
other property which will constitute Principal Property of a
value at least equal to the value of the Principal Property
leased, an amount not less than 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.
The amount to be applied to the retirement of Funded Debt shall be reduced
by (x) the principal amount of any debentures or notes (including securities
issued under the Indenture) of the Company or a Restricted Subsidiary
surrendered within 180 days after such sale to the applicable trustee for
retirement and cancellation and (y) the principal amount of Funded Debt,
other than items referred to in the preceding clause (x), voluntarily
retired by the Company or a Restricted Subsidiary within 180 days after such
sale. (Section 1005)
Modification and Waiver
The Company and the Trustee may amend the Indenture with the consent of
the Holders of not less than 66 2/3% in aggregate principal amount of the
outstanding securities of each series issued under the Indenture affected
by the amendment. However, the Company and the Trustee may not, without the
consent of the Holder of each Security affected thereby:
1. Change the Stated Maturity of the principal of or any installment
of the principal of or interest, if any, on any such Security;
2. Reduce the principal amount of, the rate of interest, if any, on
or any premium payable upon the redemption of, any such Security;
3. Reduce the principal amount due upon acceleration of the maturity
of an Original Issue Discount Security;
4. Change the place or currency of payment of principal of (or
premium or interest, if any, on) any such Security;
5. Impair the right to institute suit to enforce any payment on or
after the Stated Maturity or Redemption Date of such Security;
6. Change the Indenture to permit amendments with the consent of
the Holders of less than 66 2/3% in principal amount of securities
of any affected series; or
7. Modify the above requirements or reduce the percentage of
outstanding securities necessary to waive compliance with certain
provisions of the Indenture or to waive certain defaults and their
consequences. (Section 902)
The Holders of a majority in aggregate principal amount of the
outstanding securities of any series may waive, insofar as that series is
concerned, compliance by the Company with certain restrictive provisions
of the Indenture. (Section 1008)
Satisfaction, Discharge, and Defeasance Prior to Maturity or
Redemption
Defeasance of any Series
If the Company deposits with the Trustee, in trust, at or before
maturity or redemption of the outstanding securities of any series, money
or direct obligations of the United States of America or obligations the
principal of and interest on which are guaranteed by the United States of
America in such amounts and maturing at such times that the proceeds of
such obligations to be received upon the respective maturities and interest
payment dates of such obligations will provide funds sufficient, in the
opinion of a nationally recognized firm of independent public accountants,
to pay when due the principal of (and premium, if any) and each installment
of principal of (and premium, if any) and interest on any series of
outstanding securities at the Stated Maturity of such principal or
installment of principal or interest, as the case may be, then the Company
may omit to comply with certain terms of the Indenture with respect to that
series of securities, including the restrictive covenants described above.
Further, the Events of Default described in clauses (3) and (4) under
"Events of Default" below shall not apply. Defeasance of securities of any
series is subject to the satisfaction of certain conditions, including
among others:
1. The absence of an Event of Default or event which with notice or
lapse of time would become an Event of Default at the date of the
deposit;
2. The perfection of the Holders' interest in such deposit; and
3. That such deposit will not result in a breach of, or constitute
a default under, any instrument by which the Company is bound.
(Section 402)
Satisfaction and Discharge of any Series
Upon the deposit of money or securities as contemplated in the
preceding paragraph and the satisfaction of certain other conditions, the
Company may also omit to comply with its obligation to pay the principal of
(and premium, if any) and interest on a particular series of securities.
Any Events of Default with respect thereto shall not apply, and thereafter,
the Holders of securities of such series shall be entitled only to
payment out of the money or securities deposited with the Trustee. Such
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) the Company delivers to the Trustee an Opinion of Counsel of
a nationally recognized tax counsel that Holders of the
securities of such series will not recognize income, gain, or
loss for federal income tax purposes as a result of such
deposit and the satisfaction, discharge, and defeasance and
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 such deposit and defeasance had not occurred, and
2. The Company receives an Opinion of Counsel stating that
satisfaction and discharge will not violate the rules of any
nationally recognized securities exchange on which securities of
that series are listed. (Section 401)
Federal Income Tax Consequences
Under current federal income tax law, the deposit and defeasance
described above under "Defeasance of any Series" will not result in a
taxable event to any Holder of securities or otherwise affect the federal
income tax consequences of an investment in securities of any series.
The federal income tax treatment of the deposit and defeasance
described above under "Satisfaction and Discharge of any Series" is not
clear. A deposit and defeasance is likely to be treated as a taxable
exchange of such securities for beneficial interests in the trust consisting
of the deposited money or securities. In that event, a Holder of securities
would be required to recognize gain or loss equal to the difference
between the Holder's adjusted basis for the securities and the fair market
value of the Holder's beneficial interest in such trust. Thereafter, such
Holder would be required to include in income a share of the income, gain,
and loss of the trust. As described above, except in certain limited
circumstances involving a deposit made within one year of maturity or
redemption, it is a condition to such a deposit and defeasance that the
Company obtain an opinion of tax counsel to the effect that such deposit
and defeasance will not alter the Holders' tax consequences that would have
been applicable in the absence of the deposit and defeasance. Purchasers of
the Debt Securities should consult their own advisers with respect to the
tax consequences to them of such deposit and defeasance, including the
applicability and effect of tax laws other than federal income tax law.
Events of Default
The Indenture defines an "Event of Default" with respect to securities
of each series as one or more of the following events:
1. Default in the payment of any interest on any security of that
series for 30 days after becoming due;
2. Default in the payment of principal of or any premium on any
security of that series when due;
3. Default in the performance, or breach, of any other covenant or
warranty of the Company in the Indenture for 90 days after notice;
4. Involuntary acceleration of the maturity of indebtedness in excess
of $5,000,000 for money borrowed by the Company 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;
5. Entry of certain court orders requiring the Company or any
Restricted Subsidiary to make payments exceeding $1,000,000 and
where 60 days have passed since the entry of the order without its
having been satisfied or stayed;
6. Certain events of bankruptcy, insolvency, or reorganization; and
7. Any other Event of Default provided with respect to securities of
that series issued under the Indenture.
If any Event of Default described in clauses (1), (2), or (7) shall occur
and be continuing, then either the Trustee or the Holders of at least 25%
(or if the 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), (5), or (6) above shall
occur and be continuing, then either the Trustee or the Holders of at least
25% (or if the 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 securities issued under the
Indenture may accelerate the Maturity of all outstanding securities.
(Sections 501 and 502)
The Indenture provides that the Trustee, within 90 days after a default
with respect to any series of securities, shall give to the Holders of
securities of that series notice of all uncured defaults known to it (the
term default to mean the events specified above without grace periods);
provided however that, except in the case of default in the payment of
principal of (or premium, if any) or interest, if any, on any Security of
such series, the Trustee shall be protected in withholding such notice
if it in good faith determines that the withholding of such notice is in
the interest of the Holders of securities of such series. (Section 602)
The Indenture requires the Company to furnish to the Trustee an annual
statement by certain Company officers that to the best of their knowledge
the Company is not in default of any of its obligations under the Indenture
or, if there has been a default, specifying each such default. (Section 1006)
The Holders of a majority in principal amount of the outstanding
securities of any series affected will have the right, subject to certain
limitations, to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee with respect to the securities of such
series and to waive certain defaults. (Sections 512 and 513)
The Indenture provides that if a default occurs and is continuing, the
Trustee shall exercise such of its rights and powers under the Indenture,
and use the same degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in the conduct of that
person's own affairs. (Section 601)
Subject to certain provisions, the Trustee will not be obligated to
exercise any of its rights or powers under the Indenture at the request of
any of the Holders of securities unless they shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses, and
liabilities which the Trustee might incur in compliance with such request.
(Section 603)
Merger or Consolidation
The Indenture provides that no consolidation or merger of the Company
with or into any other corporation and no conveyance or transfer of its
property substantially as an entirety to another corporation may be made:
1. Unless
(i) The surviving corporation or acquiring Person shall be a
corporation organized and existing under the laws of the
United States of America, any state thereof, or the District
of Columbia and shall expressly assume the payment of
principal of and any premium and interest on the securities
and the performance of covenants in the Indenture;
(ii) Immediately after giving effect to such transaction, no
Event of Default, and no event which after notice or lapse
of time, or both, would become an Event of Default, shall
have happened and be continuing; and
(iii) The Company has delivered the required Officers' Certificate
and Opinion of Counsel to the Trustee; or
2. If, as a result thereof, any Principal Property of the Company 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 Securities are secured by a lien upon
such Principal Property equal with (or, at the Company's option,
prior to) that of the Debt secured by such Mortgage. (Section 801)
Concerning the Trustee
We maintain a deposit account and conduct other banking transactions
with the Trustee in the normal course of our business. As of September 30,
1997, the Trustee is the trustee under indentures pursuant to which our
10.125% Notes Due 1997, 9.90% Notes Due 2000, 9.875% Notes Due 2001,
9.85% Notes Due 2002, 9.45% Debentures Due 2009, 7.35% Debentures Due 2016,
and $415,405,000 (principal amount) of Medium-Term Notes, Series A are
outstanding.
Governing Law
The Indenture and the securities shall be governed by and construed
under New York law.
PLAN OF DISTRIBUTION
We may sell Debt Securities to one or more underwriters for public
offering and sale or may sell Debt Securities to investors directly or
through agents. The Prospectus Supplement will describe the method of
distribution.
The Offered Securities may be distributed periodically in one or more
transactions at:
o A fixed price or prices, which may be changed;
o Market prices prevailing at the time of sale;
o Prices related to the prevailing market prices; or
o Negotiated prices.
In connection with the sale of Offered Securities, underwriters or agents
may receive compensation from us in the form of underwriting discounts or
commissions. They may also receive commissions from purchasers of Offered
Securities for whom they may act as agent. 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 the purchasers for whom they may
act as agent.
Any underwriting compensation which we pay to underwriters or agents
in connection with the Offered Securities and any discounts, concessions,
or commissions allowed by underwriters to participating dealers will be
described in the Prospectus Supplement. 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 or agents and their controlling persons, dealers,
and agents may be entitled, under agreements entered into with us, to
indemnification against and contribution toward certain civil liabilities,
including liabilities under the Securities Act of 1933.
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
Delivery Contracts ("Contracts") providing for payment and delivery on the
date(s) stated in the Prospectus Supplement. Each Contract will be for an
amount not less than (and the aggregate amount of Offered Securities sold
pursuant to Contracts shall be not less or more than) the respective amounts
stated in the Prospectus Supplement. Institutions with whom Contracts, when
authorized, may be made include 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 the Company's approval. The obligations of any purchaser under
any Contract will not be subject to any conditions except:
1. The purchase by an institution of the Offered Securities covered
by its Contract shall not at the time of delivery be prohibited
under the laws of any jurisdiction in the United States to which
such institution is subject, and
2. If the Offered Securities are being sold to underwriters, the
Company shall have sold to the underwriters the total principal
amount of the Offered Securities less the principal amount covered
by Contracts.
The underwriters will not have any responsibility regarding the validity
or performance of the Contracts.
Each issue of Offered Securities will be a new issue of securities with
no established trading market. Any underwriters to whom we sell Offered
Securities for public offering and sale may make a market in the Offered
Securities. Nevertheless, the underwriters will not be obligated to do so
and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for any
Offered Securities.
Certain of the underwriters and their associates may engage in
transactions with and perform services for us in the ordinary course of
business.
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. As of December 31, 1997, Mr. Holleran was the
beneficial owner of 1,091 shares of our common stock and 805 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.
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.
PART II.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
We estimate the expenses of the offering described in this Registration
Statement to be as follows:
Commission filing fee (actual fee) $121,212
Accounting fees and expenses 11,000
Legal fees and expenses 5,000
Rating agencies' fees 216,000
Trustee's fees and expenses 14,000
Printing 90,000
Miscellaneous 2,788
________
Total $460,000
========
Item 15. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware authorizes
the Company to indemnify its directors and officers under specified
circumstances. Our Restated Certificate of Incorporation and bylaws
provide that we shall indemnify, to the extent permitted by Delaware law,
our directors, officers, and employees against liabilities (including
expenses, judgments, and settlements) incurred by them in connection with
any actual or threatened action, suit, or proceeding to which they are or
may become parties and which arise out of their status as directors,
officers, or employees. The Company has also entered into agreements with
each director to indemnify him or her to the fullest extent permitted by
Delaware Law.
Our directors and officers are insured, under insurance policies
maintained by the Company (subject to the limitations of the policies),
against certain expenses incurred in the defense of actions, suits, or
proceedings and certain liabilities which might be imposed as a result of
such actions, suits, or proceedings, to which they are parties by reason
of being or having been such directors or officers.
Item 16. List of Exhibits
Required exhibits are listed in the Index to Exhibits and are
incorporated by reference.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of Prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
4. That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons
of the registrant pursuant to the provisions described in the Prospectus or
any Prospectus Supplement or under Item 15 above or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense
of any action, suit, or proceeding) is asserted by the director, officer,
or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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, state of Idaho, on
February 25, 1998.
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 February 25, 1998.
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
Anne L. Armstrong 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
Ward W. Woods, Jr. Director
By /s/ George J. Harad
George J. Harad, Attorney-in-fact
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Pre-Effective Amendment No. 1 to
Registration Statement on Form S-3 of our report dated January 29, 1998,
included in Boise Cascade Corporation's Form 8-K filed on February 23,
1998, and our report dated January 28, 1997, included in Boise Cascade
Corporation's Form 10-K for the year ended December 31, 1996, and to all
references to our firm included in this Pre-Effective Amendment No. 1 to
Registration Statement on Form S-3.
Boise, Idaho
February 25, 1998
/s/ Arthur Andersen LLP
Arthur Andersen LLP
BOISE CASCADE CORPORATION
EXHIBIT INDEX
Filed with Form S-3
Exhibit Page
1. (1) Form of underwriting agreement (including form
of terms agreement and form of delayed delivery
contract)
4.1 (2) Indenture dated as of October 1, 1985, between
the Company and First Trust of New York, National
Association (as successor to Morgan Guaranty
Trust Company of New York)
4.2 (3) First Supplemental Indenture dated December 20,
1989
4.3 (4) Second Supplemental Indenture dated August 1,
1990
5. (1) Opinion of John W. Holleran
12. (5) Statements re computation of ratios
23.1 Consent of Arthur Andersen LLP (see page II-5)
23.2 (1) Consent of John W. Holleran (included in
Exhibit 5)
24. (1) Power of Attorney
25. (1) Form T-1 Statement of Eligibility and
Qualification Under the Trust Indenture Act
of 1939 of First Trust of New York, National
Association (as successor to Morgan Guaranty
Trust Company of New York)
_________________________________________________________________
(1) Previously filed with the Registration Statement on Form S-3
on November 25, 1997.
(2) The Indenture was filed under Exhibit 4 in the Company's
Registration Statement on Form S-3, Registration No. 33-5673,
filed May 13, 1986, and is incorporated by this reference.
(3) The First Supplemental Indenture was filed under Exhibit 4.2
in the Company's Pre-Effective Amendment No. 1 to Form S-3,
Registration No. 33-32584, filed December 20, 1989, and is
incorporated by this reference.
(4) The Second Supplemental Indenture was filed under Exhibit 4.1
in the Company's Form 8-K filed August 10, 1990 (File No. 1-5057),
and is incorporated by this reference.
(5) The "Statements re Computation of Ratios" was filed under
Exhibit 20 in the Company's Form 8-K filed February 20, 1998
(File No. 1-5057), and is incorporated by this reference.
