CERTIFICATE OF DESIGNATION
OF
CONVERSION PREFERRED STOCK, SERIES G
OF
BOISE CASCADE CORPORATION
Pursuant to Section 151 of the
General Corporation Law
of the State of Delaware
Boise Cascade Corporation, a Delaware corporation (the
"Corporation"), certifies that pursuant to authority granted to and
vested in the Board of Directors of the Corporation by the
provisions of the Corporation's Restated Certificate of
Incorporation, the Board of Directors of the Corporation has
adopted the following resolution creating a series of Preferred
Stock of the Corporation:
RESOLVED, by the Board of Directors (the "Board of
Directors") of Boise Cascade Corporation, a Delaware
corporation (the "Corporation"), that, pursuant to
authority expressly granted to and vested in the Board
of Directors by the provisions of the Corporation's
Restated Certificate of Incorporation (the "Restated
Certificate of Incorporation"), the Board of Directors
hereby creates a seventh series of the class of
authorized Preferred Stock, without par value, of the
Corporation, and authorizes the issuance thereof, and
hereby fixes the designation and amount thereof and the
voting powers, preferences and relative, participating,
optional and other special rights of the shares of such
series, and the qualifications, limitations or
restrictions thereof (in addition to the designation,
preferences and relative, participating, optional and
other special rights, and the qualifications, limitations
or restrictions thereof, set forth in the Restated
Certificate of Incorporation which are applicable to the
Preferred Stock of all series) as follows:
1. Designation and Amount. The shares of such series shall
be designated the "Conversion Preferred Stock, Series G" and the
number of shares constituting such series shall be 862,500. The
shares of such series shall have a stated capital of $.01 per
share. Such series is herein sometimes referred to as the
"Series G Preferred Stock."
2. Dividends. The holders of the shares of Series G
Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available
therefor, cash dividends ("Preferred Dividends") at the rate of
$15.80 per share per annum, payable quarterly in arrears, one
quarter each on the 15th day of the months of January, April, July,
and October in each year (each a "Dividend Payment Date") commenc-
ing on October 15, 1993. In the event that any Dividend Payment
Date shall fall on any day other than a business day (as
hereinafter defined), the Preferred Dividend due on such Dividend
Payment Date shall be paid on the business day immediately
following such Dividend Payment Date. Preferred Dividends shall
begin to accrue from the date of initial issuance of the Series G
Preferred Stock. Preferred Dividends shall cease to accrue on
shares of Series G Preferred Stock on the Mandatory Conversion Date
(as hereinafter defined) or on the date of their earlier conversion
or redemption. Preferred Dividends shall accrue on a daily basis
whether or not in any such quarterly period there shall be funds
of the Corporation legally available therefor and whether or not
such Preferred Dividends are declared, but Preferred Dividends
accrued for any period less than a full quarterly period between
Dividend Payment Dates (or, in the case of the first Preferred
Dividend, from the date of initial issuance of the shares of
Series G Preferred Stock to the first Dividend Payment Date) shall
be computed on the basis of a 360-day year of twelve 30-day months.
Accrued but unpaid Preferred Dividends shall cumulate as of the
Dividend Payment Date on which they first become payable, but no
interest shall accrue on accumulated but unpaid Preferred
Dividends.
3. Conversion or Redemption.
(a) Automatic Conversion on the Mandatory Conversion
Date. Unless earlier either called for redemption in
accordance with the provisions of paragraph 3(b) or converted
at the option of the holder in accordance with the provisions
of paragraph 3(c), on October 15, 1997, (the "Mandatory
Conversion Date"), each outstanding share of Series G
Preferred Stock shall convert automatically (the "Automatic
Conversion") into (i) shares of authorized common stock, $2.50
par value, of the Corporation (the "Common Stock") at the
Common Equivalent Rate (as hereinafter defined) in effect on
the Mandatory Conversion Date and (ii) the right to receive
an amount in cash equal to all accrued and unpaid Preferred
Dividends on such share to the Mandatory Conversion Date,
whether or not earned or declared, out of funds legally
available therefor. The Common Equivalent Rate is initially
ten shares of Common Stock for each share of Series G
Preferred Stock and is subject to adjustment as set forth in
paragraphs 3(d) and 3(e) below. Preferred Dividends on the
shares of Series G Preferred Stock shall cease to accrue and
such shares of Series G Preferred Stock shall cease to be
outstanding on the Mandatory Conversion Date. The Corporation
shall make such arrangements as it deems appropriate for the
issuance of certificates representing shares of Common Stock
and for the payment of cash in respect of such accrued and
unpaid dividends, if any, or cash in lieu of fractional
shares, if any, in exchange for and contingent upon surren-
der of certificates representing the shares of Series G
Preferred Stock, and the Corporation may defer the payment of
dividends on such shares of Common Stock and the voting
thereof until, and make such payment and voting contingent
upon, the surrender of such certificates representing the
shares of Series G Preferred Stock, provided that the
Corporation shall give the holders of the shares of Series G
Preferred Stock such notice of any such actions as the
Corporation deems appropriate and upon such surrender such
holders shall be entitled to receive such dividends declared
and paid on such shares of Common Stock subsequent to the
Mandatory Conversion Date. Amounts payable in cash in respect
of the shares of Series G Preferred Stock or in respect of
such shares of Common Stock shall not bear interest.
(b) Redemption by the Corporation.
(i) Right to Call for Redemption. Shares of
Series G Preferred Stock are not redeemable by the
Corporation prior to July 15, 1997 (the "Initial
Redemption Date"). At any time and from time to time on
or after the Initial Redemption Date and prior to the
Mandatory Conversion Date, the Corporation shall have the
right to call, in whole or in part, the outstanding
shares of Series G Preferred Stock for redemption
(subject to the notice provisions set forth in
paragraph (3)(b)(iii) and to section 2.6(a)(v) of the
Restated Certificate of Incorporation). Upon such call,
each holder of shares of Series G Preferred Stock to be
redeemed shall be entitled to receive from the
Corporation, in exchange for each such share of Series G
Preferred Stock:
(A) A number of shares of Common Stock equal
to the Call Price (as hereinafter defined) in effect
on the redemption date divided by the Current Market
Price (as hereinafter defined) of the Common Stock
determined as of the second Trading Day (as
hereinafter defined) immediately preceding the
Notice Date (as hereinafter defined); and
(B) An amount in cash equal to all accrued and
unpaid Preferred Dividends on such share of Series G
Preferred Stock to the redemption date, whether or
not earned or declared, out of funds legally
available therefor.
The "Call Price" of each share of Series G Preferred
Stock is $212.25 on and after the Initial Redemption Date
through September 14, 1997, and $211.25 on and after
September 15, 1997, until the Mandatory Conversion Date.
If fewer than all of the outstanding shares of Series G
Preferred Stock are to be called for redemption, shares
to be redeemed shall be selected by the Corporation from
outstanding shares of Series G Preferred Stock not
previously redeemed by lot or pro rata (as nearly as may
be) or by any other method determined by the Board of
Directors in its sole discretion to be equitable.
(ii) Current Market Price. As used in this
paragraph 3, the term "Current Market Price" per share
of the Common Stock on any date of determination means
the lesser of (X) the average of the Closing Prices (as
hereinafter defined) of the Common Stock for the fifteen
consecutive Trading Days (as hereinafter defined) ending
on and including such date of determination, or (Y) the
Closing Price of the Common Stock for such date of
determination; provided, however, with respect to any
redemption of shares of Series G Preferred Stock, if any
event that results in an adjustment of the Common
Equivalent Rate occurs during the period beginning on the
first day of such fifteen-day period and ending on the
applicable redemption date, the Current Market Price as
determined pursuant to the foregoing shall be
appropriately adjusted to reflect the occurrence of such
event.
(iii) Notice of Redemption. The Corporation
shall provide notice of any redemption of the shares of
Series G Preferred Stock to holders of record of the
Series G Preferred Stock to be called for redemption not
less than 15 nor more than 60 days prior to the date
fixed for such redemption. Such notice shall be provided
by mailing notice of such redemption first class postage
prepaid, to each holder of record of shares of Series G
Preferred Stock to be redeemed, at such holder's address
as it appears on the stock register of the Corporation;
provided, however, neither failure to give such notice
nor any defect therein shall affect the validity of the
proceeding for the redemption of any shares of Series G
Preferred Stock to be redeemed except as to the holder
to whom the Corporation has failed to give said notice
or except as to the holder whose notice was defective.
A public announcement of any call for redemption shall
be made by the Corporation prior to, or at the time of,
the mailing of such notice of such call to holders of
shares of Series G Preferred Stock. As used in this
paragraph 3(b), the term "Notice Date" with respect to
any call for redemption of shares of Series G Preferred
Stock means the date on which first occurs either the
public announcement by the Corporation of such call for
redemption or the commencement of mailing of the notice
of such redemption to the holders of such shares, in each
case pursuant to this subparagraph (iii).
Each such notice shall state, as appropriate, the
following and may contain such other information as the
Corporation deems advisable:
(A) The redemption date;
(B) That all outstanding shares of Series G
Preferred Stock are to be redeemed or, in the case
of a call for redemption of fewer than all
outstanding shares of Series G Preferred Stock, the
number of such shares held by such holder to be
redeemed;
(C) The Call Price, the number of shares of
Common Stock deliverable upon redemption of each
share of Series G Preferred Stock to be redeemed and
the Current Market Price used to calculate such
number of shares of Common Stock;
(D) The place or places where certificates for
such shares are to be surrendered for redemption;
and
(E) That dividends on the shares of Series G
Preferred Stock to be redeemed shall cease to accrue
on and after such redemption date (except as
otherwise provided herein).
(iv) Deposit of Shares and Funds. The Corporation's
obligation to deliver shares of Common Stock and provide
funds upon redemption in accordance with this
paragraph 3(b) shall be deemed fulfilled if, on or before
a redemption date, the Corporation shall deposit, with
a bank or trust company, or an affiliate of a bank or
trust company, having an office or agency in New York,
New York, and having a capital and surplus of at least
$50,000,000 according to its last published statement of
condition, or shall set aside or make other reasonable
provision for the issuance of, such number of shares of
Common Stock as are required to be delivered by the
Corporation pursuant to this paragraph 3(b) upon the
occurrence of the related redemption of Series G
Preferred Stock and for the payment of cash in lieu of
the issuance of fractional share amounts and accrued and
unpaid dividends payable in cash on the shares of
Series G Preferred Stock to be redeemed as required by
this paragraph 3(b), in trust for the account of the
holders of such shares of Series G Preferred Stock to be
redeemed (and so as to be and continue to be available
therefor), with irrevocable instructions and authority
to such bank or trust company that such shares and funds
be delivered upon redemption of the shares of Series G
Preferred Stock so called for redemption. Any interest
accrued on such funds shall be paid to the Corporation
from time to time. Any shares of Common Stock or funds
so deposited and unclaimed at the end of two years from
such redemption date shall be repaid and released to the
Corporation, after which the holder or holders of such
shares of Series G Preferred Stock so called for
redemption shall look only to the Corporation for deliv-
ery of shares of Common Stock and the payment of any
other funds due in connection with the redemption of
Series G Preferred Stock.
(v) Surrender of Certificates; Status. Each holder
of shares of Series G Preferred Stock to be redeemed
shall surrender the certificates evidencing such shares
(properly endorsed or assigned for transfer, if the Board
of Directors shall so require and the notice shall so
state) to the Corporation at the place designated in the
notice of such redemption and shall thereupon be entitled
to receive certificates evidencing shares of Common Stock
and to receive any funds payable pursuant to this
paragraph 3(b) following such surrender and following the
date of such redemption. In case fewer than all the
shares represented by any such surrendered certificate
are called for redemption, a new certificate shall be
issued at the expense of the Corporation representing the
unredeemed shares. If such notice of redemption shall
have been given, and if on the date fixed for redemption
shares of Common Stock and funds necessary for the
redemption shall have been irrevocably either set aside
by the Corporation separate and apart from its other
funds or assets in trust for the account of the holders
of the shares to be redeemed (and so as to be and
continue to be available therefor) or deposited with a
bank or trust company or an affiliate thereof as provided
herein or the Corporation shall have made other
reasonable provision therefor, then, notwithstanding that
the certificates evidencing any shares of Series G
Preferred Stock so called for redemption shall not have
been surrendered, the shares represented thereby so
called for redemption shall be deemed no longer out-
standing, Preferred Dividends with respect to the shares
so called for redemption shall cease to accrue on the
date fixed for redemption (except that holders of shares
of Series G Preferred Stock at the close of business on
a record date for any payment of Preferred Dividends
shall be entitled to receive the Preferred Dividend
payable on such shares on the corresponding Dividend
Payment Date notwithstanding the redemption of such
shares following such record date and prior to such
Dividend Payment Date) and all rights with respect to the
shares so called for redemption shall forthwith after
such date cease and terminate, except for the rights of
the holders to receive the shares of Common Stock and
funds, if any, payable pursuant to this paragraph 3(b)
without interest upon surrender of their certificates
therefor. Holders of shares of Series G Preferred Stock
that are redeemed shall not be entitled to receive
dividends declared and paid on such shares of Common
Stock, and such shares of Common Stock shall not be
entitled to vote, until such shares of Common Stock are
issued upon the surrender of the certificates
representing such shares of Series G Preferred Stock and
upon such surrender such holders shall be entitled to
receive such dividends declared and paid on such shares
of Common Stock subsequent to such redemption date.
(c) Conversion at Option of Holder. Shares of Series G
Preferred Stock are convertible, in whole or in part, at the
option of the holders thereof ("Optional Conversion"), at any
time prior to the Mandatory Conversion Date, unless previously
redeemed, into shares of Common Stock at a rate of 8.01 shares
of Common Stock for each share of Series G Preferred Stock
(the "Optional Conversion Rate"), subject to adjustment as set
forth below. The right to Optional Conversion of shares of
Series G Preferred Stock called for redemption shall terminate
at the close of business on the redemption date.
Optional Conversion of shares of Series G Preferred
Stock may be effected by delivering certificates evidencing
such shares, together with written notice of conversion and
a proper assignment of such certificates to the Corporation
or in blank (and, if applicable, payment of an amount equal
to the dividend payable on such shares), to the office of any
transfer agent for the Series G Preferred Stock or to any
other office or agency maintained by the Corporation for that
purpose and otherwise in accordance with Optional Conversion
procedures established by the Corporation. Each Optional
Conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which the
foregoing requirements shall have been satisfied. The
Optional Conversion shall be at the Optional Conversion Rate
in effect at such time and on such date.
Holders of shares of Series G Preferred Stock at the
close of business on a record date for any payment of
Preferred Dividends shall be entitled to receive the Preferred
Dividend payable on such shares on the corresponding Dividend
Payment Date notwithstanding the Optional Conversion of such
shares following such record date and prior to such Dividend
Payment Date. However, shares of Series G Preferred Stock
surrendered for Conversion after the close of business on a
record date for any payment of Preferred Dividends and before
the opening of business on the next succeeding Dividend
Payment Date must be accompanied by payment in cash of an
amount equal to the Preferred Dividend thereon which is to be
paid on such Dividend Payment Date (unless such shares are
subject to redemption on a redemption date prior to such
Dividend Payment Date). Except as provided above, upon any
Optional Conversion of shares of Series G Preferred Stock, the
Corporation shall make no payment or allowance for unpaid
Preferred Dividends, whether or not in arrears, on such shares
of Series G Preferred Stock as to which Optional Conversion
has been effected or for dividends or distributions on the
shares of Common Stock issued upon such Optional Conversion.
(d) Adjustments to the Common Equivalent Rate and the
Optional Conversion Rate. The Common Equivalent Rate and the
Optional Conversion Rate shall each be subject to adjustment
from time to time as provided below in this paragraph (d).
(i) If the Corporation shall pay or make a dividend
or other distribution with respect to its Common Stock
in shares of Common Stock (including by way of
reclassification of any shares of its Common Stock), the
Common Equivalent Rate and the Optional Conversion Rate
in effect at the opening of business on the day following
the date fixed for the determination of stockholders
entitled to receive such dividend or other distribution
shall each be increased by multiplying such Common
Equivalent Rate and Optional Conversion Rate by a
fraction of which the numerator shall be the sum of the
number of shares of Common Stock outstanding at the close
of business on the date fixed for such determination plus
the total number of shares of Common Stock constituting
such dividend or other distribution, and of which the
denominator shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed
for such determination, such increase to become effective
immediately after the opening of business on the day
following the date fixed for such determination. For the
purposes of this clause (i), the number of shares of
Common Stock at any time outstanding shall not include
shares held in the treasury of the Corporation but shall
include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock.
The Corporation will not pay any dividend or make any
distribution on shares of Common Stock held in the
treasury of the Corporation.
(ii) In case outstanding shares of Common Stock
shall be subdivided into a greater number of shares of
Common Stock, the Common Equivalent Rate and the Optional
Conversion Rate in effect at the opening of business on
the day following the day upon which such subdivision
becomes effective shall each be proportionately
increased, and, conversely, in case outstanding shares
of Common Stock shall be combined into a smaller number
of shares of Common Stock, the Common Equivalent Rate and
the Optional Conversion Rate in effect at the opening of
business on the day following the day upon which such
combination becomes effective shall each be
proportionately reduced, such increases or reductions,
as the case may be, to become effective immediately after
the opening of business on the day following the day upon
which such subdivision or combination becomes effective.
(iii) If the Corporation shall, after the date
hereof, issue rights or warrants to all holders of its
Common Stock entitling them (for a period not exceeding
45 days from the date of such issuance) to subscribe for
or purchase shares of Common Stock at a price per share
less than the Current Market Price of the Common Stock
(determined pursuant to paragraph 3(b)(ii)) on the record
date for the determination of stockholders entitled to
receive such rights or warrants, then in each case the
Common Equivalent Rate and the Optional Conversion Rate
shall each be adjusted by multiplying the Common
Equivalent Rate and the Optional Conversion Rate in
effect on such record date, by a fraction of which the
numerator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights or
warrants, immediately prior to such issuance, plus the
number of additional shares of Common Stock offered for
subscription or purchase pursuant to such rights or
warrants, and of which the denominator shall be the
number of shares of Common Stock outstanding on the date
of issuance of such rights or warrants, immediately prior
to such issuance, plus the number of shares of Common
Stock which the aggregate offering price of the total
number of shares of Common Stock so offered for
subscription or purchase pursuant to such rights or
warrants would purchase at such Current Market Price
(determined by multiplying such total number of shares
by the exercise price of such rights or warrants and
dividing the product so obtained by such Current Market
Price). Shares of Common Stock owned by the Corporation
or by another company of which a majority of the shares
entitled to vote in the election of directors are held,
directly or indirectly, by the Corporation shall not be
deemed to be outstanding for purposes of such
computation. Such adjustment shall become effective at
the opening of business on the business day next
following the record date for the determination of
stockholders entitled to receive such rights or warrants.
To the extent that shares of Common Stock are not
delivered after the expiration of such rights or
warrants, the Common Equivalent Rate and the Optional
Conversion Rate shall each be readjusted to the Common
Equivalent Rate and the Optional Conversion Rate which
would then be in effect had the adjustments made upon the
issuance of such rights or warrants been made upon the
basis of the issuance of rights or warrants in respect
of only the number of shares of Common Stock actually
delivered.
(iv) If the Corporation shall pay a dividend or make
a distribution to all holders of its Common Stock
consisting of evidences of its indebtedness or other
assets (including shares of capital stock of the
Corporation other than Common Stock but excluding any
cash dividends or any dividends or other distributions
referred to in clauses (i) and (ii) above), or shall
issue to all holders of its Common Stock rights or
warrants to subscribe for or purchase any of its
securities (other than those referred to in clause (iii)
above), then in each such case the Common Equivalent Rate
and the Optional Conversion Rate shall each be adjusted
by multiplying the Common Equivalent Rate and the
Optional Conversion Rate in effect on the record date for
such dividend or distribution or for the determination
of stockholders entitled to receive such rights or war-
rants, as the case may be, by a fraction of which the
numerator shall be the Current Market Price per share of
the Common Stock (determined pursuant to
paragraph 3(b)(ii) on such record date), and of which the
denominator shall be such Current Market Price per share
of Common Stock less the fair market value (as determined
by the Board of Directors, whose determination shall be
conclusive) as of such record date of the portion of the
assets or evidences of indebtedness so distributed, or
of such subscription rights or warrants, applicable to
one share of Common Stock. Such adjustment shall become
effective on the opening of business on the business day
next following the record date for such dividend or
distribution or for the determination of stockholders
entitled to receive such rights or warrants, as the case
may be.
(v) Any shares of Common Stock issuable in payment
of a dividend or other distribution shall be deemed to
have been issued immediately prior to the close of
business on the record date for such dividend or other
distribution for purposes of calculating the number of
outstanding shares of Common Stock under
subparagraph (ii) above.
(vi) Anything in this paragraph 3 notwithstanding,
the Corporation shall be entitled to make such upward
adjustments in the Common Equivalent Rate, the Optional
Conversion Rate and the Call Price, in addition to those
required by this paragraph 3, as the Corporation in its
sole discretion shall determine to be advisable, in order
that any stock dividends, subdivision of shares,
distribution of rights to purchase stock or securities,
or distribution of securities convertible into or
exchangeable for stock (or any transaction which could
be treated as any of the foregoing transactions pursuant
to Section 305 of the Internal Revenue Code of 1986, as
amended) hereafter made by the Corporation to its
stockholders shall not be taxable.
(vii) In any case in which this paragraph 3(d)
shall require that an adjustment as a result of any event
become effective at the opening of business on the
business day next following a record date and the date
fixed for conversion pursuant to paragraph 3(a) or
redemption pursuant to paragraph 3(b) occurs after such
record date, but before the occurrence of such event, the
Corporation may in its sole discretion elect to defer the
following until after the occurrence of such event:
(A) issuing to the holder of any shares of Series G
Preferred Stock surrendered for conversion or redemption
the additional shares of Common Stock issuable upon such
conversion or redemption over the shares of Common Stock
issuable before giving effect to such adjustment;
and (B) paying to such holder any amount in cash in lieu
of a fractional share of Common Stock pursuant to
paragraph 3(g).
(viii) All adjustments to the Common Equivalent
Rate and the Optional Conversion Rate shall be calculated
to the nearest 1/100th of a share of Common Stock. No
adjustment in the Common Equivalent Rate or in the
Optional Conversion Rate shall be required unless such
adjustment would require an increase or decrease of at
least one percent in the Common Equivalent Rate;
provided, however, any adjustments which by reason of
this subparagraph are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment. All adjustments to the Common Equivalent
Rate and the Optional Conversion Rate shall be made
successively.
(ix) Before taking any action that would cause an
adjustment reducing the Common Equivalent Rate or the
Optional Conversion Rate such that the conversion price
(for purposes of this paragraph, an amount equal to the
liquidation value per share of Series G Preferred Stock
divided by the Common Equivalent Rate or the Optional
Conversion Rate, respectively, as in effect from time to
time) would be below the then par value of the Common
Stock, the Corporation will take any corporate action
which may, in the opinion of its counsel, be necessary
in order that the Corporation may validly and legally
issue fully paid and nonassessable shares of Common Stock
at the Common Equivalent Rate or the Optional Conversion
Rate as so adjusted.
(x) Before redeeming any shares of Series G
Preferred Stock, the Corporation will take any corporate
action which may, in the opinion of its counsel, be
necessary in order that the Corporation may validly and
legally issue fully paid and nonassessable shares of
Common Stock upon such redemption.
(e) Adjustment for Certain Consolidations or Mergers.
In case of any consolidation or merger to which the
Corporation is a party (other than a merger or consolidation
in which the Corporation is the continuing corporation and in
which the Common Stock outstanding immediately prior to the
merger or consolidation remains unchanged), or in case of any
sale or transfer to another corporation of the property of the
Corporation as an entirety or substantially as an entirety,
or in case of any statutory exchange of securities with
another corporation (other than in connection with a merger
or acquisition), proper provision shall be made so that each
share of the Series G Preferred Stock shall, after
consummation of such transaction, be subject to (i) conversion
at the option of the holder into the kind and amount of
securities, cash or other property receivable upon
consummation of such transaction by a holder of the number of
shares of Common Stock into which such share of the Series G
Preferred Stock might have been converted immediately prior
to consummation of such transaction, (ii) conversion on the
Mandatory Conversion Date into the kind and amount of
securities, cash or other property receivable upon
consummation of such transaction by a holder of the number of
shares of Common Stock into which such share of the Series G
Preferred Stock would have been converted if the conversion
on the Mandatory Conversion Date had occurred immediately
prior to the date of consummation of such transaction, and
(iii) redemption on any redemption date in exchange for the
kind and amount of securities, cash or other property
receivable upon consummation of such transaction by a holder
of the number of shares of Common Stock that would have been
issuable at the Call Price in effect on such redemption date
upon a redemption of such share immediately prior to
consummation of such transaction, assuming that the public
announcement of such redemption had been made on the last
possible date permitted by the provisions of paragraph 3(b)
hereof and applicable law; assuming in each case that such
holder of Common Stock failed to exercise rights of election,
if any, as to the kind or amount of securities, cash or other
property receivable upon consummation of such transaction
(provided that if the kind or amount of securities, cash or
other property receivable upon consummation of such
transaction is not the same for each nonelecting share, then
the kind and amount of securities, cash or other property
receivable upon consummation of such transaction for each
nonelecting share shall be deemed to be the kind and amount
so receivable per share by a plurality of the nonelecting
shares). The kind and amount of securities into which the
shares of the Series G Preferred Stock shall be convertible
after consummation of such transaction shall be subject to
adjustment as described in paragraph 3(d) following the date
of consummation of such transaction. The Corporation may not
become a party to any such transaction unless the terms
thereof are consistent with the foregoing.
(f) Notice of Adjustments. Whenever the Common
Equivalent Rate and Optional Conversion Rate are adjusted as
provided in paragraph 3(d), the Corporation shall:
(i) Forthwith compute the adjusted Common
Equivalent Rate and Optional Conversion Rate in
accordance with this paragraph 3 and prepare a
certificate signed by the Chief Financial Officer, any
Vice President, the Treasurer or the Controller of the
Corporation setting forth the adjusted Common Equivalent
Rate and Optional Conversion Rate, the method of
calculation thereof in reasonable detail and the facts
requiring such adjustment and upon which such adjustment
is based, which certificate shall be conclusive, final
and binding evidence of the correctness of the
adjustment, and file such certificate forthwith with the
transfer agent or agents for the Series G Preferred Stock
and the Common Stock;
(ii) Make a prompt public announcement stating that
the Common Equivalent Rate and Optional Conversion Rate
have been adjusted and setting forth the adjusted Common
Equivalent Rate and Optional Conversion Rate; and
(iii) Mail a notice stating that the Common
Equivalent Rate and Optional Conversion Rate have been
adjusted, the facts requiring such adjustment and upon
which such adjustment is based and setting forth the
adjusted Common Equivalent Rate and Optional Conversion
Rate, to the holders of record of the outstanding shares
of the Series G Preferred Stock at or prior to the time
the Corporation mails an interim statement to its
stockholders covering the fiscal quarter period during
which the facts requiring such adjustment occurred but
in any event within 45 days of the end of such fiscal
quarter period.
(g) Notices of Proposed Actions. In case, at any time
while any of the shares of Series G Preferred Stock are
outstanding,
(i) the Corporation shall declare a dividend (or
any other distribution) on the Common Stock, excluding
any cash dividends, or
(ii) the Corporation shall authorize the issuance
to all holders of the Common Stock of rights or warrants
to subscribe for or purchase shares of the Common Stock
or of any other subscription rights or warrants, or
(iii) of any reclassification of the Common
Stock (other than a subdivision or combination thereof)
or of any consolidation or merger to which the
Corporation is a party and for which approval of any
stockholders of the Corporation is required (except for
a merger of the Corporation into one of its subsidiaries
solely for the purpose of changing the corporate domicile
of the Corporation to another state of the United States
and in connection with which there is no substantive
change in the rights or privileges of any securities of
the Corporation other than changes resulting from
differences in the corporate statutes of the then
existing and the new state of domicile), or of the sale
or transfer of all or substantially all of the assets of
the Corporation,
then the Corporation shall cause to be filed at each office
or agency maintained for the purpose of conversion of the
shares of Series G Preferred Stock, and shall cause to be
mailed to the holders of shares of Series G Preferred Stock
at their last addresses as they shall appear on the stock
register, at least 10 days before the date hereinafter
specified (or the earlier of the dates hereinafter specified,
in the event that more than one date is specified), a notice
stating (A) the date on which a record is to be taken for the
purpose of such dividend, distribution, rights or warrants,
or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such
dividend, distribution, rights or warrants are to be
determined, or (B) the date on which any such
reclassification, consolidation, merger, sale, transfer, dis-
solution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to
exchange their Common Stock for securities or other property
(including cash), if any, deliverable upon such
reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up. The failure to give
or receive the notice required by this paragraph (g) or any
defect therein shall not affect the legality or validity of
any such dividend, distribution, right or warrant or other
action.
(h) No Fractional Shares. No fractional shares of
Common Stock shall be issued upon the redemption or conversion
of any shares of the Series G Preferred Stock. In lieu of
any fraction of a share of Common Stock which would otherwise
be issuable in respect of the aggregate number of shares of
the Series G Preferred Stock surrendered by the same holder
for redemption or conversion on any redemption date or upon
Automatic Conversion or Optional Conversion, such holder shall
have the right to receive an amount in cash (computed to the
nearest cent) equal to the same fraction of the (i) Current
Market Price of the Common Stock in the case of redemption,
or (ii) Closing Price of the Common Stock determined (A) as
of the fifth Trading Day immediately preceding the Mandatory
Conversion Date, in the case of Automatic Conversion or (B) as
of the second Trading Day immediately preceding the effective
date of conversion, in the case of an Optional Conversion by
a holder. If more than one share of Series G Preferred Stock
shall be surrendered for conversion or redemption at one time
by or for the same holder, the number of full shares of Common
Stock issuable upon conversion thereof shall be computed on
the basis of the aggregate number of shares of the Series G
Preferred Stock so surrendered or redeemed.
(i) Reservation of Common Stock. The Corporation shall
at all times reserve and keep available out of its authorized
and unissued Common Stock, solely for issuance upon the
conversion or redemption of shares of Series G Preferred Stock
as herein provided, free from any preemptive rights, such
number of shares of Common Stock as shall from time to time
be issuable upon the conversion or redemption of all the
shares of Series G Preferred Stock then outstanding.
(j) Definitions. As used in this Certificate of
Designation:
(i) The term "business day" shall mean any day
other than a Saturday, Sunday or a day on which banking
institutions in the state of New York are authorized or
obligated by law or executive order to close;
(ii) The term "Closing Price," on any day, shall
mean the closing sale price regular way on such day or,
in case no such sale takes place on such day, the average
of the reported closing bid and asked prices regular way,
in each case on the New York Stock Exchange or, if the
Common Stock is not listed or admitted to trading on such
Exchange, on the principal national securities exchange
on which the Common Stock is listed or admitted to
trading, or, if not listed or admitted to trading on any
national securities exchange, the average of the closing
bid and asked prices of the Common Stock on the over-
the-counter market on the day in question as reported by
the National Association of Securities Dealers, Inc.
Automated Quotation System, or a similarly generally
accepted reporting service, or if not so available in
such manner, as furnished by any New York Stock Exchange
member firm selected from time to time by the Board of
Directors of the Corporation for that purpose; and
(iii) The term "Trading Day" shall mean a date
on which the New York Stock Exchange (or any successor
to such Exchange) is open for the transaction of
business.
(k) Payment of Taxes. The Corporation will pay any and
all documentary, stamp or similar issue or transfer taxes
payable in respect of the issue or delivery of shares of
Common Stock on the redemption or conversion of shares of
Series G Preferred Stock pursuant to this paragraph 3;
provided, however, the Corporation shall not be required to
pay any tax which may be payable in respect of any
registration or transfer involved in the issue or delivery of
shares of Common Stock in a name other than that of the
registered holder of shares of Series G Preferred Stock
redeemed or converted or to be redeemed or converted, and no
such issue or delivery shall be made unless and until the
person requesting such issue has paid to the Corporation the
amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.
4. Liquidation Rights. In the event of any liquidation or
dissolution or winding up of the Corporation, voluntary or
involuntary, the holders of the Series G Preferred Stock shall be
entitled to receive the sum of $211.25 per share, plus an amount
equal to any arrearages in dividends thereon.
5. Voting Rights. The holders of shares of Series G
Preferred Stock shall be entitled to vote on all matters submitted
to a vote of the stockholders of the Corporation, voting together
with the holders of Common Stock as one class. The holder of each
share of Series G Preferred Stock shall be entitled to one vote for
each share of Series G Preferred Stock held by such holder. In
addition, the provisions of Section 2.8 of the Restated Certificate
of Incorporation shall be applicable to the Series G Preferred
Stock.
IN WITNESS WHEREOF, Boise Cascade Corporation has caused this
Certificate of Designation to be signed by John W. Holleran, its
Vice President and General Counsel, and attested by A. James
Balkins III, its Corporate Secretary, this 22nd day of September,
1993.
BOISE CASCADE CORPORATION
By /s/ John W. Holleran
John W. Holleran
Vice President and General
Counsel
ATTEST:
By /s/ A. James Balkins III
A. James Balkins III
Corporate Secretary