PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 25, 1998
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-41033
$489,400,000
[LOGO]
BOISE CASCADE CORPORATION
MEDIUM-TERM NOTES, SERIES A
DUE 9 MONTHS OR MORE FROM DATE OF ISSUE
---------------------
Boise Cascade Corporation (the "Company") may offer from time to time its
medium-term notes. The Medium-Term Notes, Series A (the "Notes") offered by this
Prospectus Supplement are offered in an aggregate principal amount of up to
$489,400,000, subject to reduction as a result of the sale of other Debt
Securities. Each Note will mature 9 months or more from its date of original
issuance ("Issue Date"), as selected by the initial purchaser and agreed to by
the Company. The Notes may be subject to optional redemption or repayment, or
obligate the Company to redeem or purchase the Notes pursuant to sinking fund or
analogous provisions, as specified in an accompanying Pricing Supplement to this
Prospectus Supplement (a "Pricing Supplement"). The Notes will be issued in
fully registered form in denominations of $1,000 and integral multiples thereof.
See "Description of Notes" and "Plan of Distribution of Notes".
The interest rate or interest rate formula, issue price, Stated Maturity,
interest payment dates, and redemption and repayment provisions, if any, and
certain other terms, if applicable, for each Note will be established by the
Company at the date of issuance of such Note and will be indicated in a Pricing
Supplement. Each Note will bear interest at either (a) a fixed rate (a "Fixed
Rate Note") or (b) a variable rate determined by reference to an interest rate
formula (a "Floating Rate Note"), which may be adjusted by adding or subtracting
the Spread or multiplying by the Spread Multiplier, unless otherwise indicated
in the applicable Pricing Supplement. Unless otherwise indicated in the
applicable Pricing Supplement, the interest rate formula for a Floating Rate
Note will be the Commercial Paper Rate, the Federal Funds Effective Rate, LIBOR
or the Treasury Rate. Interest rates, or interest rate formulas, are subject to
change by the Company from time to time, but no such change will affect any Note
already issued or as to which an offer to purchase has been accepted by the
Company.
Notes may be issued in definitive form or may be represented by a permanent
global Note or Notes, as specified in the applicable Pricing Supplement,
registered in the name of The Depository Trust Company, as Depositary, or a
nominee of the Depositary (each such Note represented by a permanent global Note
being referred to herein as a "Book-Entry Note"). Beneficial interests in
Book-Entry Notes will only be evidenced by, and transfers thereof will only be
effected through, records maintained by participants of the Depositary. Except
as described under "Description of Notes--Book-Entry Notes", owners of
beneficial interests in a permanent global Note will not be entitled to receive
physical delivery of Notes in definitive form and will not be considered the
Holders thereof.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------
PRICE TO AGENTS' PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(2)(3)
------------- --------------------- ----------------------------
Per Note................................................ 100% .125%- .750% 99.875%- 99.250%
Total(4)................................................ $489,400,000 $611,750- $3,670,500 $488,788,250- $485,729,500
- --------------------------
(1) Unless otherwise indicated in the applicable Pricing Supplement, each Note
will be issued at 100% of its principal amount.
(2) The Company will pay Goldman, Sachs & Co. and Salomon Brothers Inc (the
"Agents"), as agents, a commission ranging from .125% to .750% of the
principal amount of any Note with a maturity of 9 months to 30 years,
depending on its Stated Maturity and a commission to be negotiated for Notes
with longer maturities, sold through any such Agent. The Company also may
sell Notes to any Agent, or to a group of underwriters for which such Agent
will act as representative, at a discount for resale to one or more
investors at varying prices related to prevailing market prices at the time
of resale, as determined by such Agent. The Company also may sell Notes
directly to investors or agents on its own behalf at varying prices related
to prevailing market prices at the time of sale, as determined by the
Company.
(3) Before deducting other expenses payable by the Company estimated at
$150,000.
(4) Assuming all Notes are issued at 100% of Principal Amount and sold through
one or more of the Agents.
------------------------------
The Notes may be offered from time to time by the Company on a continuing
basis through the Agents, each of which has agreed to use reasonable efforts to
solicit offers to purchase the Notes. The Company also may sell Notes directly
to investors on its own behalf or to any Agent acting as principal, or to a
group of underwriters for which such Agent acts as representative, for resale to
one or more investors. The Notes will not be listed on any securities exchange,
unless otherwise indicated in the applicable Pricing Supplement, and there can
be no assurance that the Notes offered by this Prospectus Supplement will be
sold or that there will be a secondary market for the Notes. The Company
reserves the right to withdraw, cancel or modify the offer made hereby without
notice. The Company or any Agent may reject any offer to purchase Notes, in
whole or in part. See "Plan of Distribution of Notes".
GOLDMAN, SACHS & CO. SALOMON SMITH BARNEY
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The date of this Prospectus Supplement is May 12, 1998
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH SECURITIES,
AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE OFFERING. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby supplements the description of the general terms and conditions of Debt
Securities set forth under the heading "Description of Debt Securities" in the
accompanying Prospectus, to which description reference is hereby made. See
"Glossary" for definitions of certain terms used in this Prospectus Supplement.
GENERAL
The Notes offered hereby will be issued under the Indenture (the
"Indenture") referred to in the accompanying Prospectus between the Company and
U.S. Bank Trust National Association, as successor Trustee (the "Trustee"). The
Company conducts banking transactions with affiliates of the Trustee in the
normal course of the Company's business and uses the Trustee or its affiliates
as trustee for various debt issues.
The Notes constitute a single series for purposes of the Indenture, which
series is not limited as to principal amount. The Notes offered hereby are
limited to an aggregate principal amount of $489,400,000, less an amount equal
to the aggregate initial offering price of any other Debt Securities (as defined
in the accompanying Prospectus) sold by the Company (including any other series
of medium-term notes). See "Plan of Distribution of Notes". The foregoing limit
may be increased by the Company if in the future it determines that it may wish
to sell additional Notes. The Notes are referred to in the accompanying
Prospectus as the "Offered Securities". For a description of the rights
attaching to different series of Securities under the Indenture, see
"Description of Debt Securities" in the accompanying Prospectus.
Each Note will mature nine months or more from its Issue Date, as selected
by the initial purchaser and agreed to by the Company.
The Notes will be issuable only in fully registered form in denominations of
$1,000 and integral multiples thereof. Notes may be issued in definitive form or
may be represented by a permanent global Note or Notes, as indicated in the
applicable Pricing Supplement, registered in the name of the Depositary or its
nominee. See "Description of Notes--Book-Entry Notes" below.
The applicable Pricing Supplement will indicate either that a Note cannot be
redeemed or repaid prior to its Stated Maturity or that a Note will be
redeemable at the option of the Company or repayable at the option of the holder
thereof on or after a specified date prior to its Stated Maturity at a specified
price or prices (which may include a premium), together with accrued interest to
the date of redemption or repayment, as the case may be. In addition, the
applicable Pricing Supplement will indicate either that the Company will not be
obligated to redeem or purchase a Note pursuant to any sinking fund or analogous
provisions or that the Company will be so obligated. If the Company will be so
obligated, the applicable Pricing Supplement will indicate the period or periods
within which and the price or prices at which the applicable Notes will be
redeemed or purchased, in whole or in part, pursuant to such obligation and the
other detailed terms and provisions of such obligation.
Payments of principal (and premium, if any) and interest payable at Maturity
on Notes, other than Book-Entry Notes, will be made in immediately available
funds at the Corporate Trust Office of U.S. Bank Trust National Association, in
the Borough of Manhattan, The City of New York, provided that the Note is
presented to the Trustee in time for the Trustee to make such payments in such
funds in accordance with
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its normal procedures. All other interest payments will be made by check mailed
to the address of the Person entitled thereto as it appears in the Security
Register. With respect to payments at Maturity on Book-Entry Notes, see
"Description of Notes--Book-Entry Notes".
The Notes, other than Book-Entry Notes, may be presented for registration of
transfer or exchange in the manner described in the accompanying Prospectus.
With respect to transfers of Book-Entry Notes and exchanges of permanent global
Notes representing Book-Entry Notes, see "Description of Notes-- Book-Entry
Notes".
The covenants contained in the Indenture and the Notes would not necessarily
afford holders of the Notes protection in the event of a highly leveraged or
other transaction involving the Company that may adversely affect holders of the
Company's debt securities. The Company has issued and may in the future issue
from time to time unsecured debt securities containing covenants similar to
those contained in the Indenture and the Notes and which also contain other
covenants that are intended to provide the holders of such debt securities
protection in the event of a highly leveraged or other transaction involving the
Company.
APPLICABILITY OF DEFEASANCE PROVISIONS
The Indenture provisions relating to defeasance and discharge and covenant
defeasance which are described in the accompanying Prospectus under "Description
of Debt Securities--Satisfaction, Discharge, and Defeasance Prior to Maturity or
Redemption" will apply to the Notes.
INTEREST
Each Note will bear interest from and including its Issue Date or from and
including the most recent Interest Payment Date (or in the case of a Floating
Rate Note with daily or weekly Interest Reset Dates, the day following the most
recent Regular Record Date) with respect to which interest on such Note (or any
predecessor Note) has been paid or duly provided for at the fixed rate per
annum, or at the rate per annum determined pursuant to the interest rate
formula, stated therein and in the applicable Pricing Supplement until the
principal thereof is paid or made available for payment. Interest will be
payable on each Interest Payment Date and at Maturity. Interest will be payable
generally to the person (which, in the case of a permanent global Note
representing Book-Entry Notes, shall be the Depositary) in whose name a Note (or
any predecessor Note) is registered at the close of business on the Regular
Record Date next preceding each Interest Payment Date; PROVIDED, HOWEVER, that
interest payable at Maturity will be payable to the person (which, in the case
of a permanent global Note representing Book-Entry Notes, shall be the
Depositary) to whom principal shall be payable. Unless otherwise indicated in
the applicable Pricing Supplement, the first payment of interest on any Note
originally issued between a Regular Record Date and the corresponding Interest
Payment Date will be made on the second Interest Payment Date following the
Issue Date of such Note to the registered owner (which, in the case of a
permanent global Note representing Book-Entry Notes, shall be the Depositary) on
the Regular Record Date immediately preceding such Interest Payment Date. With
respect to payments of interest on Book-Entry Notes, see "Description of
Notes--Book-Entry Notes".
Interest rates, or interest rate formulas, are subject to change by the
Company from time to time, but no such change will affect any Note already
issued or as to which an offer to purchase has been accepted by the Company.
FIXED RATE NOTES
The applicable Pricing Supplement relating to a Fixed Rate Note will
designate a fixed rate of interest per annum payable on such Note. Unless
otherwise indicated in the applicable Pricing Supplement, the Interest Payment
Dates with respect to Fixed Rate Notes shall be February 1 and August 1 of each
year and at Maturity and the Regular Record Dates for such Notes shall be the
January 16 and
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July 16 next preceding the February 1 and August 1 Interest Payment Dates.
Unless otherwise indicated in the applicable Pricing Supplement, interest
payments for Fixed Rate Notes shall be the amount of interest accrued to, but
excluding, the relevant Interest Payment Date. Interest on such Notes will be
computed on the basis of a 360-day year of twelve 30-day months.
FLOATING RATE NOTES
The applicable Pricing Supplement relating to a Floating Rate Note will
designate an interest rate formula for such Floating Rate Note. Such formula may
be: (a) the Commercial Paper Rate, in which case such Note will be a Commercial
Paper Rate Note, (b) the Federal Funds Effective Rate, in which case such Note
will be a Federal Funds Effective Rate Note, (c) LIBOR, in which case such Note
will be a LIBOR Note, (d) the Treasury Rate, in which case such Note will be a
Treasury Rate Note, or (e) such other interest rate formula as is set forth in
such Pricing Supplement. The applicable Pricing Supplement for a Floating Rate
Note also will specify the interest rate formula and the Spread or Spread
Multiplier, if any, and the maximum or minimum interest rate limitation, if any,
applicable to each Note. In addition, such Pricing Supplement will define or
particularize for each Floating Rate Note the following terms, if applicable:
Calculation Agent, Calculation Dates, Initial Interest Rate, Interest Payment
Dates, Regular Record Dates, Index Maturity, Interest Determination Dates and
Interest Reset Dates with respect to such Note. See "Glossary" for definitions
of certain terms used in this Prospectus Supplement.
The rate of interest on each Floating Rate Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (each an "Interest Reset Date"),
as specified in the applicable Pricing Supplement. The Interest Reset Date will
be, in the case of Floating Rate Notes which reset daily, each Market Day; in
the case of Floating Rate Notes (other than Treasury Rate Notes) which reset
weekly, the Wednesday of each week; in the case of Treasury Rate Notes which
reset weekly, except as provided below, the Tuesday of each week; in the case of
Floating Rate Notes which reset monthly, the third Wednesday of each month; in
the case of Floating Rate Notes which reset quarterly, the third Wednesday of
March, June, September and December; in the case of Floating Rate Notes which
reset semi-annually, the third Wednesday of two months of each year, as
indicated in the applicable Pricing Supplement; and in the case of Floating Rate
Notes which reset annually, the third Wednesday of one month of each year, as
indicated in the applicable Pricing Supplement; PROVIDED, HOWEVER, that the
interest rate in effect from the Issue Date of a Floating Rate Note (or that of
a predecessor Note) to the first Interest Reset Date with respect to such
Floating Rate Note will be the Initial Interest Rate (as set forth in the
applicable Pricing Supplement).
The Interest Determination Date pertaining to an Interest Reset Date for a
Commercial Paper Rate Note (the "Commercial Paper Interest Determination Date")
or a Federal Funds Effective Rate Note (the "Federal Funds Effective Interest
Determination Date") will be the second Market Day preceding such Interest Reset
Date, unless otherwise specified in the applicable Pricing Supplement. The
Interest Determination Date pertaining to an Interest Reset Date for a LIBOR
Note (the "LIBOR Interest Determination Date") will be the second London Market
Day preceding such Interest Reset Date, unless otherwise specified in the
applicable Pricing Supplement. The Interest Determination Date pertaining to an
Interest Reset Date for a Treasury Rate Note (the "Treasury Interest
Determination Date") will be the day of the week in which such Interest Reset
Date falls on which Treasury bills would normally be auctioned, unless otherwise
specified in the applicable Pricing Supplement. Treasury bills are usually sold
at auction on Monday of each week, unless that day is a legal holiday, in which
case the auction is usually held on the following Tuesday, except that such
auction may be held on the preceding Friday. If, as the result of a legal
holiday, an auction is so held on the preceding Friday, such Friday will be the
Treasury Interest Determination Date pertaining to the Interest Reset Date
occurring in the next succeeding week. If an auction date shall fall on any
Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date
shall instead be the first Market Day immediately following such auction date.
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A Floating Rate Note may have either or both of the following: (a) a maximum
numerical interest rate limitation, or ceiling, on the rate of interest which
may accrue during any interest period; and (b) a minimum numerical interest rate
limitation, or floor, on the rate of interest which may accrue during any
interest period. In addition to any maximum interest rate which may be
applicable to any Floating Rate Note, the interest rate on the Floating Rate
Notes will in no event be higher than the maximum rate permitted by New York
law, as the same may be modified by United States law of general application.
Under present New York law the maximum rate of interest is 25% per annum on a
simple interest basis. The limit does not apply to Floating Rate Notes in which
U.S. $2,500,000 or more has been invested.
Unless otherwise indicated in the applicable Pricing Supplement and except
as provided below, interest will be payable, in the case of Floating Rate Notes
which reset daily or weekly, on the third Wednesday of March, June, September
and December of each year; in the case of Floating Rate Notes which reset
monthly, on the third Wednesday of each month or on the third Wednesday of
March, June, September and December of each year (as indicated in the applicable
Pricing Supplement); in the case of Floating Rate Notes which reset quarterly,
on the third Wednesday of March, June, September and December of each year; in
the case of Floating Rate Notes which reset semi-annually, on the third
Wednesday of the two months of each year specified in the applicable Pricing
Supplement; and in the case of Floating Rate Notes which reset annually, on the
third Wednesday of the month specified in the applicable Pricing Supplement
(each an "Interest Payment Date"), and in each case, at Maturity. If an Interest
Payment Date with respect to any Floating Rate Note would otherwise be a day
that is not a Market Day, such Interest Payment Date shall be postponed to the
next day that is a Market Day, except that in the case of a LIBOR Note, if such
day is in the next succeeding calendar month, such Interest Payment Date shall
be the immediately preceding Market Day. Unless otherwise indicated in the
applicable Pricing Supplement, the Regular Record Date with respect to Floating
Rate Notes shall be the date 15 calendar days prior to each Interest Payment
Date, whether or not such date shall be a Market Day.
Unless otherwise indicated in the applicable Pricing Supplement, interest
payments for a Floating Rate Note shall be the amount of interest accrued to,
but excluding, the Interest Payment Date; provided, however, that if the
Interest Reset Dates with respect to any Floating Rate Note are daily or weekly,
interest payable on any Interest Payment Date, other than interest payable on
any date on which principal on any such Note is payable, will include interest
accrued to and including the Regular Record Date next preceding such Interest
Payment Date.
The interest accrued for any period is calculated by multiplying the face
amount of such Floating Rate Note by an accrued interest factor. Such accrued
interest factor is computed by adding the interest factor calculated for each
day in such period. Unless otherwise specified in the applicable Pricing
Supplement, the interest factor (expressed as a decimal rounded upwards, if
necessary, as described below) for each such day is computed by dividing the
interest rate (expressed as a decimal rounded upwards, if necessary, as
described below) applicable to such date by 360, in the case of Commercial Paper
Rate Notes, Federal Funds Effective Rate Notes or LIBOR Notes, or by the actual
number of days in the year, in the case of Treasury Rate Notes.
Unless otherwise specified in a Pricing Supplement or herein, all
percentages resulting from any calculation on Floating Rate Notes will be
rounded, if necessary, to the nearest one-hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545% or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544%
(or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts
used in or resulting from such calculation on Floating Rate Notes will be
rounded to the nearest cent (with one-half cent being rounded upwards).
Upon the request of the Holder of any Floating Rate Note, the Calculation
Agent will provide the interest rate then in effect, and, if different, the
interest rate which will become effective as a result of a
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determination made on the most recent Interest Determination Date with respect
to such Floating Rate Note.
COMMERCIAL PAPER RATE NOTES
Each Commercial Paper Rate Note will bear interest at the interest rate
(calculated with reference to the Commercial Paper Rate and the Spread or Spread
Multiplier, if any) specified on the face of such Commercial Paper Rate Note and
in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Commercial
Paper Rate" means, with respect to any Commercial Paper Interest Determination
Date, the Money Market Yield (calculated as described below) of the rate on such
date for commercial paper having the Index Maturity specified in the applicable
Pricing Supplement as published in H.15(519) under the heading "Commercial
Paper". In the event that such rate is not published prior to 9:00 A.M., New
York City time, on the Calculation Date pertaining to such Commercial Paper
Interest Determination Date, then the Commercial Paper Rate shall be the Money
Market Yield of the rate on such Commercial Paper Interest Determination Date
for commercial paper having the Index Maturity specified in the applicable
Pricing Supplement as published in Composite Quotations under the heading
"Commercial Paper". If such rate was neither published in H.15(519) by 9:00
A.M., New York City time, on such Calculation Date nor in Composite Quotations
by 3:00 P.M., New York City time, on such date, the Commercial Paper Rate for
that Commercial Paper Interest Determination Date shall be calculated by the
Calculation Agent and shall be the Money Market Yield of the arithmetic mean
(rounded upwards, if necessary, to the next higher one-hundred thousandth of a
percentage point) of the offered rates, as of 11:00 A.M., New York City time, on
that Commercial Paper Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper having the Index Maturity specified in the applicable Pricing
Supplement placed for an industrial issuer whose bond rating is "AA", or the
equivalent, from a nationally recognized rating agency; provided, however, that
if the dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Commercial Paper Rate will be the Commercial
Paper Rate in effect on such Commercial Paper Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage rounded
upwards, if necessary, to the next higher one-hundred thousandth of a percentage
point) calculated in accordance with the following formula:
D X 360
Money Market Yield= ------------------ X 100
360 - (D X M)
where "D" refers to the per annum rate for commercial paper quoted on a
bank discount basis and expressed as a decimal; and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
FEDERAL FUNDS EFFECTIVE RATE NOTES
Each Federal Funds Effective Rate Note will bear interest at the interest
rate (calculated with reference to the Federal Funds Effective Rate and the
Spread or Spread Multiplier, if any) specified on the face of such Federal Funds
Effective Rate Note and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Federal
Funds Effective Rate" means, with respect to any Federal Funds Effective
Interest Determination Date, the rate on such date for Federal Funds having the
Index Maturity specified in the applicable Pricing Supplement as published in
H.15(519) under the heading "Federal Funds (Effective)". In the event that such
rate is not published prior to 9:00 A.M., New York City time, on the Calculation
Date pertaining to such Federal Funds Effective Interest Determination Date,
then the Federal Funds Effective Rate will be the rate on such Federal Funds
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Effective Interest Determination Date as published in Composite Quotations under
the heading "Federal Funds/Effective Rate". If such rate was neither published
in H.15(519) by 9:00 A.M., New York City time, on such Calculation Date nor in
Composite Quotations by 3:00 P.M., New York City time, on such date, the Federal
Funds Effective Rate for that Federal Funds Effective Interest Determination
Date shall be calculated by the Calculation Agent and shall be the arithmetic
mean (rounded upwards, if necessary, to the next higher one-hundred thousandth
of a percentage point) of the rates, as of 9:00 A.M., New York City time, on
that Federal Funds Effective Interest Determination Date, for the last
transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent; provided, however, that if the brokers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Federal
Funds Effective Rate will be the Federal Funds Effective Rate in effect on such
Federal Funds Effective Interest Determination Date.
LIBOR NOTES
Each LIBOR Note will bear interest at the interest rate (calculated with
reference to LIBOR and the Spread or Spread Multiplier, if any) specified on the
face of such LIBOR Note and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, LIBOR will
be determined by the Calculation Agent in accordance with the following
provisions:
(a) With respect to any LIBOR Interest Determination Date, LIBOR will be
either (i) if "LIBOR Reuters" is specified in the applicable Pricing
Supplement, the arithmetic mean (rounded upward, if necessary, to the next
higher one-hundred thousandth of a percentage point) of the offered rates
for deposits of not less than U.S.$1,000,000 having the Index Maturity
specified in such Pricing Supplement, commencing on the applicable Interest
Reset Date, that appear on the Designated LIBOR Page as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date, or (ii) if "LIBOR
Telerate" is specified in the applicable Pricing Supplement or if neither
"LIBOR Reuters" nor "LIBOR Telerate" is specified in the applicable Pricing
Supplement as the method of calculating LIBOR, the rate for deposits of not
less than U.S.$1,000,000 having the Index Maturity specified in such Pricing
Supplement, commencing on such Interest Reset Date, that appears on the
Designated LIBOR Page as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date. If fewer than two such offered rates appear, if LIBOR
Reuters is specified in the applicable Pricing Supplement, or if no such
rate appears, if LIBOR Telerate is specified in the applicable Pricing
Supplement, LIBOR for such LIBOR Interest Determination Date will be
determined as described in (b) below.
(b) With respect to a LIBOR Interest Determination Date on which LIBOR
is to be determined pursuant to this clause (b), LIBOR will be determined on
the basis of the rates at approximately 11:00 A.M., London time, on such
LIBOR Interest Determination Date at which deposits in U.S. dollars having
the Index Maturity specified in the applicable Pricing Supplement are
offered to prime banks in the London interbank market by four major banks in
the London interbank market selected by the Calculation Agent commencing on
the second London Market Day immediately following such LIBOR Interest
Determination Date and in a principal amount equal to an amount of not less
than U.S.$1,000,000 that in the Calculation Agent's judgment is
representative for a single transaction in such market at such time. The
Calculation Agent will request the principal London office of each of such
banks to provide a quotation of its rate. If at least two such quotations
are provided, LIBOR for such LIBOR Interest Determination Date will be the
arithmetic mean (rounded upwards, if necessary, to the next higher
one-hundred thousandth of a percentage point) of such quotations. If fewer
than two quotations are provided, LIBOR for such LIBOR Interest
Determination Date will be the arithmetic mean (rounded upwards, if
necessary, to the next higher one-hundred thousandth of a percentage point)
of the rates quoted at approximately 11:00 A.M., New York City time, on such
LIBOR Interest Determination Date by three major banks in The City of New
York, selected by the Calculation Agent, for loans in U.S. dollars to
leading European banks having the specified Index
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Maturity commencing on the second London Market Day immediately following
such LIBOR Interest Determination Date and in a principal amount equal to an
amount of not less than U.S. $1,000,000 that in the Calculation Agent's
judgment is representative for a single transaction in such market at such
time; provided, however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, LIBOR will
be the LIBOR in effect on such LIBOR Interest Determination Date.
TREASURY RATE NOTES
Each Treasury Rate Note will bear interest at the interest rate (calculated
with reference to the Treasury Rate and the Spread or Spread Multiplier, if any)
specified on the face of such Treasury Rate Note and in the applicable Pricing
Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Treasury
Rate" means, with respect to any Treasury Interest Determination Date, the rate
for the most recent auction of direct obligations of the United States
("Treasury bills") having the Index Maturity specified in the applicable Pricing
Supplement as published in H.15(519) under the heading, "U.S. Government
Securities-- Treasury Bills--auction average (investment)" or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Treasury Interest Determination Date, the auction average rate
(expressed as a bond equivalent, rounded upwards, if necessary, to the next
higher one-hundred thousandth of a percentage point, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) for such auction
as otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury bills having the Index
Maturity specified in the applicable Pricing Supplement are neither published in
H.15(519) by 9:00 A.M., New York City time, on such Calculation Date, nor
otherwise published or reported as provided above by 3:00 P.M., New York City
time, on such date, or if no such auction is held in a particular week, then the
Treasury Rate shall be calculated by the Calculation Agent and shall be a yield
to Maturity (expressed as a bond equivalent, rounded upwards, if necessary, to
the next higher one-hundred thousandth of a percentage point, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates as of approximately 3:30 P.M.,
New York City time, on such Treasury Interest Determination Date, of three
leading primary United States government securities dealers selected by the
Calculation Agent, for the issue of Treasury bills with a remaining maturity
closest to the specified Index Maturity; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Treasury Rate will be the Treasury Rate in effect on such
Treasury Interest Determination Date.
BOOK-ENTRY NOTES
Upon issuance, all Book-Entry Notes of like tenor and having the same Issue
Date will be represented by a single permanent global Note. Each permanent
global Note representing Book-Entry Notes will be deposited with, or on behalf
of, The Depository Trust Company, as U.S. Depositary (the "Depositary"), located
in the Borough of Manhattan, The City of New York, and will be registered in the
name of the Depositary or a nominee of the Depositary.
Ownership of beneficial interests in a permanent global Note representing
Book-Entry Notes will be limited to institutions that have accounts with the
Depositary or its nominee ("participants") or persons that may hold interests
through participants. In addition, ownership of beneficial interests by
participants in such a permanent global Note will only be evidenced by, and the
transfer of that ownership interest will only be effected through, records
maintained by the Depositary or its nominee for such permanent global Note.
Ownership of beneficial interests in such a permanent global Note by persons
that hold through participants will only be evidenced by, and the transfer of
that ownership interest within such participant will only be effected through,
records maintained by such participant. The laws of some jurisdictions require
that certain purchasers of securities take physical delivery of such securities
in
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definitive form. Such laws may impair the ability to transfer beneficial
interests in such a permanent global Note.
The Company has been advised by the Depositary that upon the issuance of a
permanent global Note representing Book-Entry Notes, and the deposit of such
permanent global Note with the Depositary, the Depositary will immediately
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Book-Entry Notes represented by such permanent global
Note to the accounts of participants. The accounts to be credited shall be
designated by the soliciting Agent or, to the extent that the Book-Entry Notes
are offered and sold directly, by the Company.
Payment of principal (and premium, if any) and interest on Book-Entry Notes
represented by any permanent global Note registered in the name of or held by
the Depositary, or its nominee will be made to the Depositary or its nominee, as
the case may be, as the registered owner and Holder of the permanent global Note
representing such Book-Entry Notes. None of the Company, the Trustee or any
agent of the Company or the Trustee will have any responsibility or liability
for any aspect of the Depositary's records or any participant's records relating
to, or payments made on account of, beneficial ownership interests in a
permanent global Note representing such Book-Entry Notes or for maintaining,
supervising or reviewing any of the Depositary's records or any participant's
records relating to such beneficial ownership interests.
The Company has been advised by the Depositary that upon receipt of any
payment of principal (or premium, if any) or interest in respect of a permanent
global Note, the Depositary will immediately credit, on its book- entry
registration and transfer system, accounts of participants with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such permanent global Note as shown on the records of the Depositary.
Payments by participants to owners of beneficial interests in a permanent global
Note held through such participants will be governed by standing instructions
and customary practices, as is the case with securities held for the accounts of
customers registered in "street name", and will be the sole responsibility of
such participants.
No permanent global Note described above may be transferred except as a
whole by the Depositary for such permanent global Note to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary.
A permanent global Note representing Book-Entry Notes is exchangeable for
definitive Notes in registered form, of like tenor and of an equal aggregate
principal amount, only if (x) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such permanent global Note or
if at any time the Depositary ceases to be a clearing agency registered as such
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (y)
the Company in its sole discretion determines that such permanent global Note
shall be exchangeable for definitive Notes in registered form or (z) there shall
have occurred and be continuing an Event of Default with respect to the Notes.
Any permanent global Note that is exchangeable pursuant to the preceding
sentence shall be exchangeable in whole for definitive Notes in registered form,
of like tenor and of an equal aggregate principal amount, in denominations of
$1,000 and integral multiples thereof. Such definitive Notes shall be registered
in the name or names of such person or persons as the Depositary shall instruct
the Trustee. It is expected that such instructions may be based upon directions
received by the Depositary from its participants with respect to ownership of
beneficial interests in such permanent global Note.
Except as provided above, owners of beneficial interests in such permanent
global Note will not be entitled to receive physical delivery of Notes in
definitive form and will not be considered the Holders thereof for any purpose
under the Indenture, and no permanent global Note representing Book-Entry Notes
shall be exchangeable, except for another permanent global Note of like
denomination and tenor to be registered in the name of the Depositary or its
nominee. Accordingly, each person owning a beneficial interest in such permanent
global Note must rely on the procedures of the Depositary and, if such person is
not a participant, on the procedures of the participant through which such
person owns
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its interest, to exercise any rights of a Holder under the Indenture. The
Indenture provides that the Depositary, as a Holder, may grant proxies and
otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under the Indenture. The Company understands that
under existing industry practices, in the event that the Company requests any
action of Holders or an owner of a beneficial interest in such permanent global
Note desires to give or take any action that a Holder is entitled to give or
take under the Indenture, the Depositary would authorize the participants
holding the relevant beneficial interests to give or take such action, and such
participants would authorize beneficial owners owning through such participants
to give or take such action or would otherwise act upon the instructions of
beneficial owners owning through them.
The Depositary has advised the Company that the Depositary 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 under the Exchange Act. The Depositary was created to hold securities
of its participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers (including the Agents), banks, trust
companies, clearing corporations, and certain other organizations, some of whom
(and/or their representatives) own the Depositary. Access to the Depositary'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.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following summary of the principal United States federal income tax
consequences of ownership of Notes deals only with Notes held as capital assets
by initial purchasers, and not with special classes of holders, such as dealers
in securities or currencies, traders in securities that elect to mark to market,
banks, tax-exempt organizations, life insurance companies, persons that hold
Notes that are a hedge or that are hedged against currency risks or that are
part of a straddle or conversion transaction, persons that are not "United
States Holders", as defined below, or persons whose functional currency is not
the U.S. dollar. Moreover, the summary deals only with Notes that are due to
mature 30 years or less from the date on which they are issued. The United
States federal income tax consequences of ownership of Notes that are due to
mature more than 30 years from their date of issue will be discussed in an
applicable Pricing Supplement. The summary is based on the Internal Revenue Code
of 1986, as amended (the "Code"), its legislative history, existing and proposed
regulations thereunder, published rulings and court decisions, all as currently
in effect and all subject to change at any time, perhaps with retroactive
effect.
Prospective purchasers of Notes should consult their own tax advisors
concerning the consequences, in their particular circumstances, under the Code
and the laws of any other taxing jurisdiction, of ownership of Notes.
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UNITED STATES HOLDERS
PAYMENTS OF INTEREST
Interest on a Note, other than interest on a "Discount Note" that is not
"qualified stated interest" (each as defined below under "Original Issue
Discount--General"), will be taxable to a United States Holder as ordinary
income at the time it is received or accrued, depending on the holder's method
of accounting for tax purposes. A United States Holder is a beneficial owner who
or that is (i) a citizen or resident of the United States, (ii) a domestic
corporation, (iii) an estate the income of which is subject to United States
federal income tax without regard to its source or (iv) a trust if a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust.
ORIGINAL ISSUE DISCOUNT
GENERAL. A Note, other than a Note with a term of one year or less (a
"short-term Note"), will be treated as issued at an original issue discount (a
"Discount Note") if the excess of the Note's "stated redemption price at
maturity" over its issue price is more than a "de minimis amount" (as defined
below). Generally, the issue price of a Note will be the first price at which a
substantial amount of Notes included in the issue of which the Note is a part is
sold to other than bond houses, brokers, or similar persons or organizations
acting in the capacity of underwriters, placement agents, or wholesalers. The
stated redemption price at maturity of a Note is the total of all payments
provided by the Note that are not payments of "qualified stated interest". A
qualified stated interest payment is generally any one of a series of stated
interest payments on a Note that are unconditionally payable at least annually
at a single fixed rate (with certain exceptions for lower rates paid during some
periods) applied to the outstanding principal amount of the Note. Special rules
for "Floating Rate Notes" (as defined below under "Original Issue
Discount--Floating Rate Notes") are described below under "Original Issue
Discount--Floating Rate Notes".
In general, if the excess of a Note's stated redemption price at maturity
over its issue price is less than 1/4 of 1 percent of the Note's stated
redemption price at maturity multiplied by the number of complete years to its
maturity (the "de minimis amount"), then such excess, if any, constitutes "de
minimis original issue discount" and the Note is not a Discount Note. Unless the
election described below under "Election to Treat All Interest as Original Issue
Discount" is made, a United States Holder of a Note with de minimis original
issue discount must include such de minimis original issue discount in income as
stated principal payments on the Note are made. The includible amount with
respect to each such payment will equal the product of the total amount of the
Note's de minimis original issue discount and a fraction, the numerator of which
is the amount of the principal payment made and the denominator of which is the
stated principal amount of the Note.
United States Holders of Discount Notes having a maturity of more than one
year from their date of issue must, generally, include original issue discount
("OID") in income calculated on a constant-yield method before the receipt of
cash attributable to such income, and generally will have to include in income
increasingly greater amounts of OID over the life of the Note. The amount of OID
includible in income by a United States Holder of a Discount Note is the sum of
the daily portions of OID with respect to the Discount Note for each day during
the taxable year or portion of the taxable year on which the United States
Holder holds such Discount Note ("accrued OID"). The daily portion is determined
by allocating to each day in any "accrual period" a pro rata portion of the OID
allocable to that accrual period. Accrual periods with respect to a Note may be
of any length selected by the United States Holder and may vary in length over
the term of the Note as long as (i) no accrual period is longer than one year
and (ii) each scheduled payment of interest or principal on the Note occurs on
either the final or first day of an accrual period. The amount of OID allocable
to an accrual period equals the excess of (a) the product of the Discount Note's
adjusted issue price at the beginning of the accrual period and such
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Note's yield to maturity (determined on the basis of compounding at the close of
each accrual period and properly adjusted for the length of the accrual period)
over (b) the sum of the payments of qualified stated interest on the Note
allocable to the accrual period. The "adjusted issue price" of a Discount Note
at the beginning of any accrual period is the issue price of the Note increased
by (x) the amount of accrued OID for each prior accrual period and decreased by
(y) the amount of any payments previously made on the Note that were not
qualified stated interest payments. For purposes of determining the amount of
OID allocable to an accrual period, if an interval between payments of qualified
stated interest on the Note contains more than one accrual period, the amount of
qualified stated interest payable at the end of the interval (including any
qualified stated interest that is payable on the first day of the accrual period
immediately following the interval) is allocated pro rata on the basis of
relative lengths to each accrual period in the interval, and the adjusted issue
price at the beginning of each accrual period in the interval must be increased
by the amount of any qualified stated interest that has accrued prior to the
first day of the accrual period but that is not payable until the end of the
interval. The amount of OID allocable to an initial short accrual period may be
computed using any reasonable method if all other accrual periods other than a
final short accrual period are of equal length. The amount of OID allocable to
the final accrual period is the difference between (x) the amount payable at the
maturity of the Note (other than any payment of qualified stated interest) and
(y) the Note's adjusted issue price as of the beginning of the final accrual
period.
ACQUISITION PREMIUM. A United States Holder that purchases a Note for an
amount less than or equal to the sum of all amounts payable on the Note after
the purchase date other than payments of qualified stated interest but in excess
of its adjusted issue price (any such excess being "acquisition premium") and
that does not make the election described below under "Election to Treat All
Interest as Original Issue Discount" is permitted to reduce the daily portions
of OID by a fraction, the numerator of which is the excess of the United States
Holder's adjusted basis in the Note immediately after its purchase over the
adjusted issue price of the Note, and the denominator of which is the excess of
the sum of all amounts payable on the Note after the purchase date, other than
payments of qualified stated interest, over the Note's adjusted issue price.
MARKET DISCOUNT. A Note, other than a short-term Note, will be treated as
purchased at a market discount (a "Market Discount Note") if (i) the amount for
which a United States Holder purchased the Note is less than the Note's issue
price (as determined above under "Original Issue Discount--General") and (ii)
the Note's stated redemption price at maturity or, in the case of a Discount
Note, the Note's "revised issue price", exceeds the amount for which the United
States Holder purchased the Note by at least 1/4 of 1 percent of such Note's
stated redemption price at maturity or revised issue price, respectively,
multiplied by the number of complete years to the Note's maturity. If such
excess is not sufficient to cause the Note to be a Market Discount Note, then
such excess constitutes "de minimis market discount". The Code provides that,
for these purposes, the "revised issue price" of a Note generally equals its
issue price, increased by the amount of any OID that has accrued on the Note.
Any gain recognized on the maturity or disposition of a Market Discount Note
will be treated as ordinary income to the extent that such gain does not exceed
the accrued market discount on such Note. Alternatively, a United States Holder
of a Market Discount Note may elect to include market discount in income
currently over the life of the Note. Such an election shall apply to all debt
instruments with market discount acquired by the electing United States Holder
on or after the first day of the first taxable year to which the election
applies. This election may not be revoked without the consent of the Service.
Market discount on a Market Discount Note will accrue on a straight-line
basis unless the United States Holder elects to accrue such market discount on a
constant-yield method. Such an election shall apply only to the Note with
respect to which it is made and may not be revoked. A United States Holder of a
Market Discount Note that does not elect to include market discount in income
currently generally will
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be required to defer deductions for interest on borrowings allocable to such
Note in an amount not exceeding the accrued market discount on such Note until
the maturity or disposition of such Note.
PRE-ISSUANCE ACCRUED INTEREST. If (i) a portion of the initial purchase
price of a Note is attributable to pre-issuance accrued interest, (ii) the first
stated interest payment on the Note is to be made within one year of the Note's
issue date and (iii) the payment will equal or exceed the amount of pre-issuance
accrued interest, then the United States Holder may elect to decrease the issue
price of the Note by the amount of pre-issuance accrued interest. In that event,
a portion of the first stated interest payment will be treated as a return of
the excluded pre-issuance accrued interest and not as an amount payable on the
Note.
NOTES SUBJECT TO CONTINGENCIES INCLUDING OPTIONAL REDEMPTION. In general,
if a Note provides for an alternative payment schedule or schedules applicable
upon the occurrence of a contingency or contingencies (other than a remote or
incidental contingency), whether such contingency relates to payments of
interest or of principal, if the timing and amount of the payments that comprise
each payment schedule are known as of the issue date, and if one of such
schedules is significantly more likely than not to occur, the yield and maturity
of the Note are determined by assuming that the payments will be made according
to that payment schedule. If there is no single payment schedule that is
significantly more likely than not to occur (other than because of a mandatory
sinking fund), the Note will be subject to the general rules that govern
contingent payment obligations. These rules will be discussed in an applicable
Pricing Supplement.
Notwithstanding the general rules for determining yield and maturity in the
case of Notes subject to contingencies, if the Company or the Holder has an
unconditional option or options that, if exercised, would require payments to be
made on the Note under an alternative payment schedule or schedules, then (i) in
the case of an option or options of the Company, the Company will be deemed to
exercise or not exercise an option or combination of options in the manner that
minimizes the yield on the Note and (ii) in the case of an option or options of
the Holder, the Holder will be deemed to exercise or not exercise an option or
combination of options in the manner that maximizes the yield on the Note. For
purposes of those calculations, the yield on the Note is determined by using any
date on which the Note may be redeemed or repurchased as the maturity date and
the amount payable on such date in accordance with the terms of the Note as the
principal amount payable at maturity.
If a contingency (including the exercise of an option) actually occurs or
does not occur contrary to an assumption made according to the above rules (a
"change in circumstances") then, except to the extent that a portion of the Note
is repaid as a result of the change in circumstances and solely for purposes of
the accrual of OID, the yield and maturity of the Note are redetermined by
treating the Note as reissued on the date of the change in circumstances for an
amount equal to the Note's adjusted issue price on that date.
ELECTION TO TREAT ALL INTEREST AS ORIGINAL ISSUE DISCOUNT. A United States
Holder may elect to include in gross income all interest that accrues on a Note
using the constant-yield method described above under the heading "Original
Issue Discount--General", with the modifications described below. For purposes
of this election, interest includes stated interest, OID, de minimis original
issue discount, market discount, de minimis market discount and unstated
interest, as adjusted by any amortizable bond premium (described below under
"Notes Purchased at a Premium") or acquisition premium.
In applying the constant-yield method to a Note with respect to which this
election has been made, the issue price of the Note will equal the electing
United States Holder's adjusted basis in the Note immediately after its
acquisition, the issue date of the Note will be the date of its acquisition by
the electing United States Holder, and no payments on the Note will be treated
as payments of qualified stated interest. This election will generally apply
only to the Note with respect to which it is made and may not be revoked without
the consent of the Service. If this election is made with respect to a Note with
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amortizable bond premium, then the electing United States Holder will be deemed
to have elected to apply amortizable bond premium against interest with respect
to all debt instruments with amortizable bond premium (other than debt
instruments the interest on which is excludible from gross income) held by the
electing United States Holder as of the beginning of the taxable year in which
the Note with respect to which the election is made is acquired or thereafter
acquired. The deemed election with respect to amortizable bond premium may not
be revoked without the consent of the Service.
If the election to apply the constant-yield method to all interest on a Note
is made with respect to a Market Discount Note, the electing United States
Holder will be treated as having made the election discussed above under
"Original Issue Discount--Market Discount" to include market discount in income
currently over the life of all debt instruments held or thereafter acquired by
such United States Holder.
FLOATING RATE NOTES. A "Floating Rate Note" is a Note that: (i) has an
issue price that does not exceed the total noncontingent principal payments by
more than the lesser of (1) the product of (x) the total noncontingent principal
payments, (y) the number of complete years to maturity from the issue date and
(z) .015, or (2) 15 percent of the total noncontingent principal payments, and
(ii) provides for stated interest compounded or paid at least annually at (1)
one or more "qualified floating rates", (2) a single fixed rate and one or more
qualified floating rates, (3) a single "objective rate" or (4) a single fixed
rate and a single objective rate that is a "qualified inverse floating rate".
A qualified floating rate or objective rate in effect at any time during the
term of the instrument must be set at a "current value" of that rate. A "current
value" of a rate is the value of the rate on any day that is no earlier than 3
months prior to the first day on which that value is in effect and no later than
1 year following that first day.
A variable rate is a "qualified floating rate" if (i) variations in the
value of the rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the Note
is denominated or (ii) it is equal to the product of such a rate and either (a)
a fixed multiple that is greater than 0.65 but not more than 1.35, or (b) a
fixed multiple greater than 0.65 but not more than 1.35, increased or decreased
by a fixed rate. A rate is not a qualified floating rate, however, if the rate
is subject to certain restrictions (including caps, floors, governors, or other
similar restrictions) unless such restrictions are fixed throughout the term of
the Note or are not reasonably expected to significantly affect the yield on the
Note.
An "objective rate" is a rate, other than a qualified floating rate, that is
determined using a single, fixed formula and that is based on objective
financial or economic information that is not within the control of or unique to
the circumstances of the issuer or a related party. A variable rate is not an
objective rate, however, if it is reasonably expected that the average value of
the rate during the first half of the Note's term will be either significantly
less than or significantly greater than the average value of the rate during the
final half of the Note's term. An objective rate is a "qualified inverse
floating rate" if (i) the rate is equal to a fixed rate minus a qualified
floating rate, and (ii) the variations in the rate can reasonably be expected to
inversely reflect contemporaneous variations in the cost of newly borrowed
funds. Under these rules, Commercial Paper Rate Notes, LIBOR Notes, Treasury
Rate Notes, and Federal Funds Effective Rate Notes will generally be treated as
Floating Rate Notes.
If interest on a Note is stated at a fixed rate for an initial period of one
year or less followed by either a qualified floating rate or an objective rate
for a subsequent period and (i) the fixed rate and the qualified floating rate
or objective rate have values on the issue date of the Note that do not differ
by more than 0.25 percentage points or (ii) the value of the qualified floating
rate or objective rate is intended to approximate the fixed rate, the fixed rate
and the qualified floating rate or the objective rate constitute a single
qualified floating rate or objective rate.
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In general, if a Floating Rate Note provides for stated interest at a single
qualified floating rate or objective rate, all stated interest on the Note is
qualified stated interest and the amount of OID, if any, is determined by using,
in the case of a qualified floating rate or qualified inverse floating rate, the
value as of the issue date of the qualified floating rate or qualified inverse
floating rate, or, in the case of any other objective rate, a fixed rate that
reflects the yield reasonably expected for the Note.
If a Floating Rate Note does not provide for stated interest at a single
qualified floating rate or single objective rate and also does not provide for
interest payable at a fixed rate (other than at a single fixed rate for an
initial period), the amount of interest and OID accruals on the Note are
generally determined by (i) determining a fixed rate substitute for each
variable rate provided under the Floating Rate Note (generally, the value of
each variable rate as of the issue date or, in the case of an objective rate
that is not a qualified inverse floating rate, a rate that reflects the
reasonably expected yield on the Note), (ii) constructing the equivalent fixed
rate debt instrument (using the fixed rate substitute described above), (iii)
determining the amount of qualified stated interest and OID with respect to the
equivalent fixed rate debt instrument, and (iv) making the appropriate
adjustments for actual variable rates during the applicable accrual period.
If a Floating Rate Note provides for stated interest either at one or more
qualified floating rates or at a qualified inverse floating rate, and in
addition provides for stated interest at a single fixed rate (other than at a
single fixed rate for an initial period), the amount of interest and OID
accruals are determined as in the immediately preceding paragraph with the
modification that the Floating Rate Note is treated, for purposes of the first
three steps of the determination, as if it provided for a qualified floating
rate (or a qualified inverse floating rate, as the case may be) rather than the
fixed rate. The qualified floating rate (or qualified inverse floating rate)
replacing the fixed rate must be such that the fair market value of the Floating
Rate Note as of the issue date would be approximately the same as the fair
market value of an otherwise identical debt instrument that provides for the
qualified floating rate (or qualified inverse floating rate) rather than the
fixed rate.
SHORT-TERM NOTES. In general, an individual or other cash basis United
States Holder of a short-term Note is not required to accrue OID (as specially
defined below for the purposes of this paragraph) for United States federal
income tax purposes unless it elects to do so (but may be required to include
any stated interest in income as the interest is received). Accrual basis United
States Holders and certain other United States Holders, including banks,
regulated investment companies, dealers in securities, common trust funds,
United States Holders who hold Notes as part of certain identified hedging
transactions, certain pass-thru entities and cash basis United States Holders
who so elect, are required to accrue OID on short-term Notes on either a
straight-line basis or under the constant-yield method (based on daily
compounding), at the election of the United States Holder. In the case of a
United States Holder not required and not electing to include OID in income
currently, any gain realized on the sale or retirement of the short-term Note
will be ordinary income to the extent of the OID accrued on a straight-line
basis (unless an election is made to accrue the OID under the constant-yield
method) through the date of sale or retirement. United States Holders who are
not required and do not elect to accrue OID on short-term Notes will be required
to defer deductions for interest on borrowings allocable to short- term Notes in
an amount not exceeding the deferred income until the deferred income is
realized.
For purposes of determining the amount of OID subject to these rules, all
interest payments on a short-term Note, including stated interest, are included
in the short-term Note's stated redemption price at maturity.
NOTES PURCHASED AT A PREMIUM
A United States Holder that purchases a Note for an amount in excess of its
principal amount may elect to treat such excess as "amortizable bond premium",
in which case the amount required to be included in the United States Holder's
income each year with respect to interest on the Note will be
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reduced by the amount of amortizable bond premium allocable (based on the Note's
yield to maturity) to such year. Any election to amortize bond premium shall
apply to all bonds (other than bonds the interest on which is excludible from
gross income) held by the United States Holder at the beginning of the first
taxable year to which the election applies or thereafter acquired by the United
States Holder, and is irrevocable without the consent of the Service. See also
"Original Issue Discount-- Election to Treat All Interest as Original Issue
Discount".
INDEXED NOTES
The applicable Pricing Supplement will contain a discussion of any special
United States federal income tax rules with respect to Notes that are not
subject to the rules governing Variable Rate Notes payments on which are
determined by reference to any index and other Notes that are subject to the
general rules governing contingent payment obligations.
PURCHASE, SALE AND RETIREMENT OF THE NOTES
A United States Holder's tax basis in a Note will generally be its cost,
increased by the amount of any OID or market discount included in the United
States Holder's income with respect to the Note and the amount, if any, of
income attributable to de minimis original issue discount and de minimis market
discount included in the United States Holder's income with respect to the Note,
and reduced by (i) the amount of any payments that are not qualified stated
interest payments, and (ii) the amount of any amortizable bond premium applied
to reduce interest on the Note.
A United States Holder will generally recognize gain or loss on the sale or
retirement of a Note equal to the difference between the amount realized on the
sale or retirement and the tax basis of the Note. Except to the extent described
above under "Original Issue Discount--Short-Term Notes" or "Original Issue
Discount--Market Discount" or attributable to accrued but unpaid interest, gain
or loss recognized on the sale or retirement of a Note will be capital gain or
loss. Long-term capital gain of a non-corporate United States Holder is
generally subject to a maximum tax rate of 28% if the Note was held for more
than one year and to a maximum rate of 20% if the Note was held in excess of 18
months.
BACKUP WITHHOLDING AND INFORMATION REPORTING
In general, information reporting requirements will apply to payments of
principal, any premium and interest on a Note and the proceeds of the sale of a
Note before maturity within the United States to, and to the accrual of OID on a
Discount Note with respect to, non-corporate United States Holders, and "backup
withholding" at a rate of 31% will apply to such payments and to payments of OID
if the United States Holder fails to provide an accurate taxpayer identification
number or to report all interest and dividends required to be shown on its
federal income tax returns.
S-16
PLAN OF DISTRIBUTION OF NOTES
Under the terms of an Agency Agreement, dated May 12, 1998 (the "Agency
Agreement"), the Notes may be offered from time to time by the Company on a
continuing basis through the Agents, each of which has agreed to use reasonable
efforts to solicit purchases of the Notes. The Company will pay each Agent a
commission ranging from .125% to .750% of the principal amount of each Note with
a maturity of 9 months to 30 years, depending on its Stated Maturity, and a
commission to be negotiated for Notes with longer maturities, sold through such
Agent. The Company will have the sole right to accept offers to purchase Notes
and may reject any such offer, in whole or in part. Each Agent shall have the
right, in its discretion reasonably exercised, without notice to the Company, to
reject any offer to purchase Notes received by it, in whole or in part. The
Company also may sell Notes to any Agent, acting as principal, or to a group of
underwriters named in the applicable Pricing Supplement for whom such Agent will
act as representative, at a discount to be agreed upon at the time of sale, for
resale to one or more investors at varying prices related to prevailing market
prices at the time of such resale, as determined by such Agent, or to certain
securities dealers at the public offering price set forth on the cover page of
the applicable Pricing Supplement less the applicable concession, expressed as a
percentage, of the principal amount of the Notes. The offering price and other
selling terms for such resales may from time to time be varied by such Agent.
The Company also may sell Notes directly to investors on its own behalf at
varying prices related to prevailing market prices at the time of sale, as
determined by the Company.
Unless otherwise indicated in the applicable Pricing Supplement, payment of
the purchase price of Notes will be required to be made in immediately available
funds in The City of New York.
The Agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933 (the "Act"). The Company has agreed to indemnify the
Agents against and contribute toward certain liabilities, including liabilities
under the Act. The Company has agreed to reimburse the Agents for certain
expenses.
Unless otherwise indicated in the applicable Pricing Supplement, the Notes
will not be listed on any securities exchange. The Agents have advised the
Company that they intend to make a market in the Notes, but the Agents 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
the Notes.
In connection with the offering, the Underwriters may purchase and sell the
Notes in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover sydicate short positions created
in connection with the offering. Stabilizing transactions consist of certain
bids or purchases for the purpose of preventing or retarding a decline in the
market price of the Notes; and syndicate short positions involve the sale by the
Underwriters of a greater number of shares of Notes than they are required to
purchase from the Company in the offering. The Underwriters also may impose a
penalty bid, whereby selling concessions allowed to syndicate members or other
broker-dealers in respect of the securities sold in the offering for their
account may be reclaimed by the syndicate if such Notes are repurchased by the
syndicate in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Notes, which may
be higher than the price that might otherwise prevail in the open market; and
these activities, if commenced, may be discontinued at any time. These
transactions may be effected in the over-the-counter market or otherwise.
Goldman, Sachs & Co. and Salomon Brothers Inc each engage in transactions
with and perform services for the Company in the ordinary course of business.
S-17
VALIDITY OF NOTES
The validity of the Notes will be passed upon for the Company by John W.
Holleran, Senior Vice President and General Counsel of the Company, and for the
Agents by Sullivan & Cromwell, New York, New York. The opinions of Mr. Holleran
and Sullivan & Cromwell will be conditioned upon, and subject to certain
assumptions regarding, future action required to be taken by the Company and the
Trustee in connection with the issuance and sale of any particular Note, the
specific terms of Notes and other matters which may affect the validity of Notes
but which cannot be ascertained on the date of such opinions. As of December 31,
1997, Mr. Holleran held 1,091 shares of the Company's common stock. Mr. Holleran
holds options to purchase shares of the Company's common stock under a Company
stock option plan and holds 805 shares of Convertible Preferred Stock, Series D,
in the Company's Employee Stock Option Plan.
S-18
GLOSSARY
Set forth below are definitions, or the locations elsewhere of definitions,
of some of the terms used in this Prospectus Supplement.
"CALCULATION AGENT" means the agent appointed by the Company to calculate
interest rates for Floating Rate Notes. Unless otherwise provided in a Pricing
Supplement, the Calculation Agent will be U.S. Bank Trust National Association.
"CALCULATION DATE" means the date on which the Calculation Agent is to
calculate an interest rate for a Floating Rate Note, which is the applicable
date set forth below, unless otherwise indicated in the applicable Pricing
Supplement:
"Commercial Paper Rate"--Tenth day after the related Commercial Rate
Interest Determination Date or, if such day is not a Market Day, the next
succeeding Market Day.
"Federal Funds Effective Rate"--Tenth day after the related Federal
Funds Effective Interest Determination Date or, if such day is not a Market
Day, the next succeeding Market Day.
"LIBOR"--The LIBOR Interest Determination Date.
"Treasury Rate"--Tenth day after the related Treasury Interest
Determination Date or, if such day is not a Market Day, the next succeeding
Market Day.
"COMMERCIAL PAPER RATE" means the rate calculated as set forth under the
heading "Description of Notes--Floating Rate Notes--Commercial Paper Rate
Notes", unless otherwise indicated in the applicable Pricing Supplement.
"COMPOSITE QUOTATIONS" means the daily statistical release entitled
"Composite 3:30 P.M. Quotations for U.S. Government Securities", or any
successor publication, published by the Federal Reserve Bank of New York.
"DEPOSITARY" shall have the meaning set forth under the heading "Description
of Notes--Book-Entry Notes".
"DESIGNATED LIBOR PAGE" means (a) if "LIBOR Reuters" is specified in the
applicable Pricing Supplement, the display on the Reuter Monitor Money Rates
Service (or any successor service) for the purpose of displaying the London
interbank rates of major banks, or (b) if "LIBOR Telerate" is specified in the
applicable Pricing Supplement or neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified in the applicable Pricing Supplement as the method for calculating
LIBOR, the display on the Dow Jones Telerate Service (or any successor service)
for the purpose of displaying the London interbank rates of major banks.
"FEDERAL FUNDS EFFECTIVE RATE" means the rate calculated as set forth under
the heading "Description of Notes--Floating Rate Notes--Federal Funds Effective
Rate Notes", unless otherwise indicated in the applicable Pricing Supplement.
"FEDERAL FUNDS EFFECTIVE RATE"--Tenth day after the related Federal Funds
Effective Interest Determination Date or, if such day is not a Market Day, the
next succeeding Market Day.
"FIXED RATE NOTE" shall have the meaning set forth under the heading
"Description of Notes-- Interest".
"FLOATING RATE NOTES" shall have the meaning set forth under the heading
"Description of Notes-- Interest".
"H.15(519)" means the weekly statistical release entitled "Statistical
Release H.15(519), Selected Interest Rates", or any successor publication,
published by the Board of Governors of the Federal Reserve System.
S-19
"INDEX MATURITY" means, with respect to a Floating Rate Note, the period to
maturity of the instrument or obligation on which the interest rate formula is
based, as indicated in the applicable Pricing Supplement.
"INITIAL INTEREST RATE" means the rate at which a Floating Rate Note will
bear interest from its Issue Date (or that of a predecessor Note) to the first
Reset Date, as indicated in the applicable Pricing Supplement.
"INTEREST DETERMINATION DATE" means the date as of which the interest rate
for a Floating Rate Note is to be calculated, to be effective as of the
following Reset Date and calculated on the related Calculation Date (except in
the case of LIBOR, which is calculated on the related LIBOR Interest
Determination Date). See the third paragraph under the heading "Description of
Notes--Floating Rate Notes" for the Interest Determination Dates for Floating
Rate Notes. The Interest Determination Dates for any Floating Rate Note will
also be indicated in the applicable Pricing Supplement.
"LIBOR"--The LIBOR Interest Determination Date.
"LIBOR" means the rate calculated as set forth under the heading
"Description of Notes--Floating Rate Notes--LIBOR Notes", unless otherwise
indicated in the applicable Pricing Supplement.
"LONDON MARKET DAY" means any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
"MARKET DAY" means (a) with respect to any Note, any day that is not a
Saturday or Sunday and that, in The City of New York, is not a day on which
banking institutions generally are authorized or obligated by law or executive
order to close, and (b) with respect to LIBOR Notes only, any such day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
"RESET DATE" means the date on which a Floating Rate Note will begin to bear
interest at the variable interest rate determined as of any Interest
Determination Date. See the second paragraph under the heading "Floating Rate
Notes" for the applicable Reset Dates for such Notes. The Reset Dates with
respect to any Floating Rate Note will also be set forth in the applicable
Pricing Supplement and in such Note.
"SPREAD" means the number of basis points specified in the applicable
Pricing Supplement as being applicable to the interest rate for a particular
Floating Rate Note.
"SPREAD MULTIPLIER" means the percentage specified in the applicable Pricing
Supplement as being applicable to the interest rate for a particular Floating
Rate Note.
"TREASURY RATE"--Tenth day after the related Treasury Interest Determination
Date or, if such day is not a Market Day, the next succeeding Market Day.
"TREASURY RATE" means the interest rate calculated as set forth under the
heading "Description of Notes--Floating Rate Notes--Treasury Rate Notes", unless
otherwise indicated in the applicable Pricing Supplement.
S-20
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: February 25, 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.
2
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:
3
- 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 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 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;
- If other than the principal amount, the portion of the principal amount
payable if the maturity of the Offered Securities is accelerated;
- Whether the provisions relating to Satisfaction, Discharge, and Defeasance
Prior to Maturity or Redemption apply;
- 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);
- 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
- 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:
- 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 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
4
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:
- be entitled to have the Offered Securities registered in their names; or
- 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:
- any aspect of the records relating to, or payments made on account of,
beneficial ownership interests in a Global Security for any Offered
Securities;
- maintaining, supervising, or reviewing 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 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.
5
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)
6
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;
7
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
8
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
9
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
10
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.
11
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:
- 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 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
12
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.
[RECYCLED LOGO]
This Notice and Proxy Statement is printed on recycled-content
ASPEN-TM- Lightweight Opaque paper produced by
Boise Cascade's papermakers at its St. Helens, Oregon, mill.
This paper is made with no less than 10% postconsumer fiber.
13
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
-----------
Description of Notes........................... S-2
Certain Federal Income Tax Considerations...... S-10
Plan of Distribution of Notes.................. S-17
Validity of Notes.............................. S-18
Glossary....................................... S-19
PROSPECTUS
Available Information.......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
The Company.................................... 3
Use of Proceeds................................ 3
Ratio of Earnings to Fixed Charges............. 3
Description of Debt Securities................. 3
Plan of Distribution........................... 12
Validity of Offered Securities................. 13
Experts........................................ 13
$489,400,000
BOISE CASCADE CORPORATION
MEDIUM-TERM NOTES,
SERIES A
DUE 9 MONTHS OR
MORE FROM DATE OF
ISSUE
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PROSPECTUS SUPPLEMENT
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GOLDMAN, SACHS & CO.
SALOMON SMITH BARNEY
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