SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 13, 1994
Boise Cascade Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-5057 82-0100960
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
One Jefferson Square, Boise, Idaho 83702
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(Address of Principal Executive Offices) (ZIP Code)
Registrant's Telephone Number, Including Area Code: 208/384-6161
Item 2. Acquisition or Disposition of Assets
On October 13, 1994, the Company's Canadian subsidiary, Rainy
River Forest Products Inc., ("Rainy River"), completed an initial
public offering of units (the "Units") of its equity and debt
securities. Concurrently with the sale of the Units, Rainy River
also sold to the public U.S. $110 million aggregate principal
amount of 10 3/4% Senior Secured Notes due 2001 (the "Senior
Notes").
The sale of Cdn. $420 million of Units consisted of 14 million
newly issued common shares of Rainy River sold to the public for
an aggregate offering price of Cdn. $210 million and Cdn. $210
million principal amount 8.0% Convertible Unsecured Subordinated
Debentures due October 15, 2004 (the "Convertible Debentures")
sold to the public at 100% of the principal amount thereof plus
accrued interest, if any. Net proceeds to Rainy River, after
payment of underwriters' fees, from the Unit offering was Cdn.
$199.5 million with respect to the common shares and Cdn. $199.5
with respect to the Convertible Debentures. The initial public
offering price of the Units was determined through negotiations
between Rainy River and the underwriters. The Units were
separated into common shares and Convertible Debentures at the
closing of the Unit offering.
The common shares sold represent approximately 51% of the total
outstanding voting common shares and approximately 40.34% of the
total outstanding equity of Rainy River. As a result, the
Company now owns 49% of the outstanding voting common shares and
59.66% of the total equity of Rainy River.
Rainy River owns and operates a newsprint mill in Kenora,
Ontario, Canada, and an uncoated groundwood papers mill in Fort
Frances, Ontario, Canada. On September 28, 1994, Rainy River
acquired as part of its reorganization and refinancing, including
the sale of the Units and the Senior Notes, the Company's West
Tacoma, Washington, newsprint mill and its associated working
capital. On the same date, Rainy River also acquired the news-
print and uncoated groundwood papers marketing and sales
organization of the Company. The Company received approximately
U.S. $148 million from Rainy River as consideration for these
transactions. Rainy River and the Company also entered into an
agreement whereby Rainy River will purchase from the Company, at
a brokerage discount for resale to customers of Rainy River, all
of the newsprint produced at the Company's mill located at
DeRidder, Louisiana, for which orders have been received by Rainy
River.
Item 7.Financial Statements, Pro Forma Financial Information and
Exhibits.
(b) Pro forma financial information:
The unaudited pro forma Boise Cascade Corporation and
Subsidiaries financial information giving effect to the
transactions discussed in Item 2 of this report on Form 8-K
are set forth in Exhibit 20 attached hereto and filed
herewith.
(c) Exhibits:
2 Underwriting Agreement, dated September 29, 1994,
between Rainy River and certain underwriters, with
respect to the common shares and Convertible Debentures
of Rainy River (incorporated herein by reference to
Exhibit 10.18 to the registration statement on Form F-1
(Registration No. 33-79104) of Rainy River Forest
Products Inc.).
20 Unaudited pro forma Boise Cascade Corporation and
Subsidiaries financial information, including:
condensed balance sheet as of September 30, 1994;
consolidated statement of income (loss) for the nine
months ended September 30, 1994; consolidated statement
of income (loss) for the twelve months ended
December 31, 1993; and notes to unaudited pro forma
financial information.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
BOISE CASCADE CORPORATION
IRVING LITTMAN
Irving Littman
Vice President and Treasurer
Date: October 24, 1994
Exhibit Index
Exhibit No. Description Page
2 Underwriting Agreement, dated
September 29, 1994, between Rainy River
and certain underwriters, with respect
to the common shares and Convertible
Debentures of Rainy River (incorporated
herein by reference to Exhibit 10.18 to
the registration statement on Form F-1
(Registration No. 33-79104) of Rainy
River Forest Products Inc.).
20 Unaudited pro forma Boise Cascade
Corporation and Subsidiaries financial
information, including: condensed
balance sheet as of September 30, 1994;
consolidated statement of income (loss)
for the nine months ended September 30,
1994; consolidated statement of income
(loss) for the twelve months ended
December 31, 1993; and notes to
unaudited pro forma financial
information.