F O R M 10 - Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the Quarterly Period Ended September 30, 1994
( ) Transition Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the Transition Period From ___________ to _____________
Commission file number 1-5057
BOISE CASCADE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 82-0100960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 West Jefferson
P.O. Box 50
Boise, Idaho 83728-0001
(Address of principal executive offices) (Zip Code)
(208) 384-6161
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares Outstanding
Class as of October 31, 1994
Common stock, $2.50 par value 38,274,250
PART I - FINANCIAL INFORMATION
Quarterly Financial Statements
The quarterly financial statements of the Company and its
subsidiaries for the third quarter of 1994 and certain related notes
are presented in the Company's Report to Shareholders for the Third
Quarter of 1994 under the captions "Balance Sheets," "Statements of
Loss," "Segment Information," "Statements of Cash Flows," and "Notes
to Quarterly Financial Statements" and are filed herewith as an
exhibit and incorporated herein by this reference.
The quarterly financial statements have not been audited by indepen-
dent public accountants, but in the opinion of management, all
adjustments necessary to present fairly the results for the periods
have been included. Except as may be disclosed in the "Notes to
Quarterly Financial Statements," the adjustments made were of a
normal, recurring nature. Quarterly results are not necessarily
indicative of results that may be expected for the year.
The statements have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to
such rules and regulations. These quarterly financial statements
should be read together with the statements and the accompanying
notes included in the Company's 1993 Annual Report.
Supplementary Notes to Quarterly Financial Statements
The following notes supplement the Notes to Quarterly Financial
Statements referred to previously.
(1) NET LOSS PER COMMON SHARE. Net loss per common share was deter-
mined by dividing net loss, as adjusted, by applicable shares
outstanding. The computation of fully diluted net loss per share
was antidilutive in each of the periods presented; therefore, the
amounts reported for primary and fully diluted loss are the same.
For the nine-month periods ended September 30, 1994 and 1993,
primary average shares include only common shares outstanding. For
these periods, common stock equivalents attributable to stock
options, Series E conversion preferred stock, and Series G
conversion preferred stock subsequent to issuance in September 1993
were excluded because they were antidilutive. Excluded common
equivalent shares were 16,496,000 at September 30, 1994, compared
with 8,789,000 shares at the same date in the prior year. In
addition to common and common equivalent shares, fully diluted
average shares include common shares that would be issuable upon
conversion of the Company's other convertible securities.
Nine Months Ended September 30
1994 1993
(expressed in thousands)
Net loss as reported $ (88,470) $ (53,460)
Preferred dividends (40,955) (29,569)
_________ _________
Primary loss (129,425) (83,029)
Assumed conversions:
Preferred dividends eliminated 32,847 22,603
Interest on 7% debentures eliminated 2,577 2,753
Supplemental ESOP contribution (9,442) (9,433)
_________ _________
Fully diluted loss $(103,443) $ (67,106)
Average number of common shares
Primary 38,057 37,953
Fully diluted 61,471 53,791
Primary loss includes the aggregate amount of dividends on the
Company's preferred stock. The dividend attributable to the
Company's Series D convertible preferred stock held by the Company's
ESOP (employee stock ownership plan) is net of a tax benefit. To
determine the fully diluted loss, dividends on convertible preferred
stock and interest, net of any applicable taxes, have been added
back to primary loss to reflect assumed conversions. The fully
diluted loss was increased by the after-tax amount of additional
contributions that the Company would be required to make to its ESOP
if the Series D ESOP preferred shares were converted to common
stock.
(2) SALE OF SECURITIES BY RAINY RIVER FOREST PRODUCTS INC. 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.
The sale of C$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 C$210 million and C$210 million
principal amount 8.0% Convertible Unsecured Subordinated Debentures
due October 15, 2004. Concurrently with the sale of the Units,
Rainy River also sold to the public US$110 million aggregate
principal amount of 10 3/4% Senior Secured Notes due 2001 (the
"Senior Notes").
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. Since the Company will no longer
exercise control, Rainy River has been accounted for on the equity
method retroactive to January 1, 1994, in the Company's consolidated
financial statements.
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 newsprint and uncoated
groundwood papers marketing and sales organization of the Company.
The Company received approximately US$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.
The equity securities were sold at a premium to the net book value
of the Canadian company, but the translation into U.S. dollars and
other costs of the transaction resulted in a charge to the Company
of $6.8 million after tax, or 18 cents per fully diluted common
share, in the third quarter 1994. In addition, recognition by the
Company of a noncash charge for U.S. taxes on previously
undistributed Canadian earnings amounted to $20.2 million, or
53 cents per fully diluted common share.
SUMMARIZED FINANCIAL INFORMATION FOR RAINY RIVER
Nine Months Ended
September 30, 1994
(expressed in thousands)
Sales* $227,659
Costs and expenses applicable to sales 240,531
Net loss (26,590)
Boise Cascade equity in losses (26,590)
September 30, 1994
Current assets $ 88,851
Noncurrent assets 540,593
Current liabilities 58,319
Noncurrent liabilities 392,539
Boise Cascade investment 194,479
*Excludes sales to Boise Cascade Corporation.
(3) DEBT. At September 30, 1994, the Company had a $650 million revolving
credit agreement with a group of banks. Borrowing under the agreement
was $395 million.
Upon completion of the sale of Rainy River's securities and related
transactions on October 13, 1994, the Company's debt was reduced by
approximately $330 million, of which $150 million was reflected in the
third quarter as a result of accounting for Rainy River on the equity
method.
(4) INVENTORIES. Inventories include the following:
September 30 December 31
1994 1993 1993
(expressed in thousands)
Finished goods and work in process $242,196 258,589 $255,395
Logs 94,342 102,661 106,649
Other raw materials and supplies 148,621 167,151 167,192
LIFO reserve (87,640) (79,503) (82,627)
________ ________ ________
$397,519 $448,898 $446,609
(5) INCOME TAXES. Effective as of January 1, 1993, the Company adopted new
Financial Accounting Standards Board requirements that govern the way
deferred taxes are calculated and reported. Adoption of these
requirements entailed a one-time adjustment that had no effect on the
Company's first quarter 1993 net loss.
The components of the net deferred tax liability on the Company's
Balance Sheet were determined as follows:
September 30 December 31
1994 1993 1993
Assets Liabil. Assets Liabil. Assets Liabil.
(expressed in millions)
Operating loss
carryover $192.5 $ - $126.7 $ - $169.8 $ -
Employee benefits 102.8 7.1 96.7 10.7 98.3 17.4
Property and equipment
and timber and
timberlands 85.4 521.4 90.1 574.7 89.0 589.4
Alternative minimum tax 79.8 - 85.1 - 79.8 -
Tax credit carryovers 35.3 - 45.8 - 47.2 -
Reserves 12.3 1.9 12.2 1.3 11.6 1.5
Inventories 9.8 .4 9.8 .4 9.7 .4
State income taxes 4.7 30.9 4.5 26.7 3.9 29.0
Deferred charges .3 10.4 .4 15.7 .3 14.6
Differences in basis
of nonconsolidated
entities 8.7 33.6 - - - 17.9
Other 11.1 21.4 9.2 49.0 9.8 32.9
______ ______ ______ ______ ______ ______
$542.7 $627.1 $480.5 $678.5 $519.4 $703.1
During the third quarter of 1994, the Company recognized a noncash
charge for U.S. taxes on previously undistributed Canadian earnings.
See Note 2 of this quarterly report Form 10-Q.
The estimated tax rate for the first nine months of 1994, exclusive of
the impact of the charge for U.S. taxes on previously undistributed
earnings, was 35%, compared with an estimated rate of 40% for the first
three months and six months of 1994 and a rate of 40%, exclusive of the
impact of the adjustments to net deferred-tax liabilities, for the
first nine months of 1993. The decrease in the benefit rate was due
primarily to reflecting the 1994 results of operations of Rainy River,
including the tax effect, in "Equity in net income (loss) of
affiliates" in the Company's Statements of Loss for the three and nine
months ended September 30, 1994, which are filed as an exhibit to this
quarterly report Form 10-Q. These rates were based on actual year-
to-date results and projected results for the remainder of the year.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Third Quarter of 1994 Compared With Third Quarter of 1993
Boise Cascade Corporation's net loss was $31.7 million, or $1.19 per primary
and fully diluted share, for the third quarter of 1994. The net loss
included a noncash charge of $27 million, or 71 cents per fully diluted
share, related to the recent sale of securities and related transactions by
Boise Cascade's Canadian subsidiary, Rainy River Forest Products Inc. ("Rainy
River"). Excluding the charge, Boise Cascade lost $4.7 million, or 48 cents
per fully diluted share, in the quarter.
Boise Cascade's third-quarter loss compared with a net loss of $24.2 million,
or 91 cents per fully diluted share, in the third quarter of 1993, which
included approximately $3.9 million, or 10 cents per share, of nonrecurring
net negative adjustments.
On September 29, 1994, Rainy River agreed to the sale of C$420 million units
of common stock and debentures in an initial public offering, primarily in
Canada, and US$110 million of senior secured notes in a public offering in
the United States. The sale was completed October 13, 1994. The equity
securities were sold at a premium to the net book value of the Canadian
company, but the translation into U.S. dollars and other costs of the
transaction resulted in a charge to the Company of $6.8 million after tax,
or 18 cents per fully diluted common share, in the third quarter 1994. In
addition, recognition by the Company of a noncash charge for U.S. taxes on
previously undistributed Canadian earnings amounted to $20.2 million, or
53 cents per fully diluted common share.
Boise Cascade holds approximately 60% of Rainy River's economic equity, but
only 49% of its voting equity. Since the Company will no longer exercise
control, Rainy River is being accounted for on the equity method and has been
deconsolidated effective January 1, 1994.
Sales in the third quarter of 1994, excluding Rainy River sales of
$79.7 million, were $1.09 billion, compared with $1.003 billion in the third
quarter of 1993, which included sales by Rainy River. The increase in sales,
relative to those in the comparison quarter, was due primarily to two
factors: weighted average paper prices rose 3.5%, and office products dollar
sales volumes increased 43%.
The Company's paper segment was profitable in the third quarter of 1994,
reporting operating income of $2.3 million. Even if Rainy River's results
had been included with those of the paper segment, the resulting loss would
have been sharply lower than the loss reported in the comparison quarter.
The segment began to feel the effects of rapidly recovering paper markets
(weighted average prices were up 3.5%) and continued to benefit from reduced
unit manufacturing costs (reduced by $2 per ton). Relative to the third
quarter of 1993, quarterly prices for newsprint, containerboard, and market
pulp were higher on average, while prices for uncoated and coated white
papers were lower.
Paper segment sales, excluding sales of Rainy River, were $467 million,
compared with sales of $492 million in the third quarter of 1993, which
included Rainy River sales.
Income in the office products segment was $10.7 million in the third
quarter -- a significant improvement over results of third quarter 1993.
Dollar sales volumes for the same periods were $246 million and $172 million.
The increase in sales volumes was partially due to sales from the recently
acquired direct-mail business of The Reliable Corporation, the Company's new
facility in Denver, Colorado, and the recently acquired office products
business in Atlanta, Georgia. In addition, growth in sales from existing
distribution operations resulted in dollar sales volume on a same-store basis
that rose 16% over last year's third-quarter level.
The Company's building products segment reported income of $34.3 million, up
from $30.3 million in the comparison quarter. Relative to the year-ago
quarter, average prices for lumber and plywood increased 11% and 4%, unit
sales volume for plywood increased 9%, and delivered-log costs rose a modest
3% -- in aggregate leading to stronger profits in this quarter. The
segment's results continued to be enhanced by an important contribution from
its growing engineered wood products business.
Segment sales for the building products segment increased 11%, primarily due
to higher wood products prices, to $434 million for the third quarter of
1994, compared with $390 million for the third quarter of 1993.
Interest expense was $38.4 million in the third quarter of 1994, compared
with $37.7 million in the same period last year.
Nine Months Ended September 30, 1994, Compared With Nine Months Ended
September 30, 1993
The Company had a net loss of $88.5 million, or $3.40 per primary and fully
diluted share, for the first nine months of 1994. This compares with a net
loss of $53.5 million, or $2.19 per primary and fully diluted share, for the
first nine months of 1993. The loss for the 1994 period included a noncash
charge of $27 million, or 71 cents per fully diluted share, related to the
sale of securities and related transactions by Rainy River. For the same
period in 1993, the loss included approximately $6.4 million in net positive
adjustments, or 17 cents per fully diluted share, which resulted from asset
sales of $8.5 million after tax and a net deferred-tax charge of
$2.1 million.
Sales for the first nine months of 1994, excluding Rainy River sales of
$228 million, were $3.032 billion, compared with $2.961 billion for the same
period in 1993, which included Rainy River sales.
The operating loss of the Company's paper and paper products segment was
$81.6 million for the first nine months of 1994, excluding the loss of Rainy
River, compared with a loss of $103.6 million for the same period in 1993,
which included losses of $28.7 million related to the operations making up
Rainy River. Also included in the results for the first nine months of 1993
was a gain of $8.6 million from the sale of the Company's interest in a
specialty paper producer.
On a comparable-mill basis, sales for the paper and paper products segment
increased modestly from period to period, primarily due to increased sales
volumes in each of the Company's paper grades. Sales volumes, excluding Rainy
River sales volumes of 656,000 tons, were 2,102,000 tons for the first nine
months of 1994, compared with 2,661,000 tons for the first nine months of
1993, which included Rainy River. Weighted average paper prices between the
two comparison periods were flat. Average paper prices improved in
containerboard and market pulp, while prices for newsprint and coated papers
dropped slightly. Average prices for uncoated free sheet, the Company's key
paper grade, remained flat. Manufacturing costs for the first nine months
were down $7 per ton from costs in the comparison period, primarily due to
reduced maintenance costs.
The office products segment reported significantly improved sales volumes for
the nine-month period ended September 30, 1994. Sales were $649 million for
the first nine months of 1994, compared with $503 million for the first nine
months of 1993. The significant improvement was due to additional sales from
existing locations as well as from new and recently acquired facilities.
Segment income for the first nine months of 1994 improved 14%, compared with
that of the first nine months of 1993.
Building products income for the first nine months of 1994 dropped 10% from
that of the comparison period, primarily due to higher log costs in the
Pacific Northwest and the South, a result of reduction in available timber
supply for commercial harvest due to pressure by preservationists.
Sales for the building products segment for the nine-month period of 1994
were $1.262 billion, compared with $1.143 billion for the same period of
1993. Plywood and lumber sales volumes were up 9% and 2%, compared with
those of the same period last year. Building materials distribution sales
improved, while income declined modestly.
Total long- and short-term debt outstanding was $2.2 billion at September 30,
1994, and $2.0 billion at both September 30 and December 31, 1993. Upon
completion of the sale of Rainy River's securities and related transactions
on October 13, 1994, debt was reduced by approximately $330 million, of which
approximately $150 million was reflected in the third quarter as a result of
accounting for Rainy River on the equity method.
Interest expense for the nine-month period ended September 30, 1994, was
$110 million, compared with $113 million for the prior-year period. The
Company's combination of fixed- and variable-rate debt results in minimal
exposure to general changes in short-term market interest rates. Capitalized
interest increased to $1.4 million for the nine months ended September 30,
1994, compared with $955,000 for the same period in 1993.
Financial Condition
At September 30, 1994, the Company had working capital of $379 million.
Working capital was $247 million at September 30, 1993, and $199 million at
December 31, 1993. The increase in working capital at September 30, 1994,
was primarily due to a short-term receivable of $171 million due from Rainy
River, which was paid on October 13, 1994. Cash provided by operations was
$143 million for the first nine months of 1994. For the same period in 1993,
cash provided by operations was $94 million.
The Company's revolving credit agreement requires the Company to maintain a
minimum amount of net worth and not to exceed a maximum ratio of debt to net
worth. The Company's net worth at September 30, 1994, exceeded the defined
minimum amount by $76.4 million. The payment of dividends by the Company is
dependent upon the existence of and the amount of net worth in excess of the
defined minimum under this agreement. The Company is also required to
maintain a defined minimum interest coverage in each successive four-quarter
period, which the Company met at September 30, 1994. The cyclical downturn
the Company has been experiencing has reduced the Company's interest
coverage. While the Company currently expects to continue to meet the
coverage during the remainder of 1994, there can be no assurance as to the
results of operations during the balance of 1994. The Company believes it
will be able to maintain adequate liquidity to meet its various financial
requirements.
Capital expenditures for the first nine months of 1994 were $217 million,
including purchases of facilities and the assumption of related long-term
debt. Capital expenditures for the first nine months of 1993 were
$152 million and for the year ended December 31, 1993, were $221 million.
An expanded discussion and analysis of financial condition is presented on
pages 16 and 17 of the Company's 1993 Annual Report under the captions
"Financial Condition" and "Capital Investment."
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in litigation and administrative proceedings
primarily arising in the normal course of its business. In the opinion of
management, the Company's recovery, if any, or the Company's liability, if
any, under any pending litigation or administrative proceeding would not
materially affect its financial condition or operations.
Item 2. Changes in Securities
The payment of dividends by the Company is dependent upon the existence of
and the amount of net worth in excess of the defined minimum under the
Company's revolving credit agreement. At September 30, 1994, under this
agreement, the Company's net worth exceeded the defined minimum amount by
$76,423,000.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
On August 10, 1994, the Company and its union employees at the Company's four
Pacific Northwest pulp and paper facilities and one converting operation
agreed to six-year labor contracts. The new contracts expire in 1999 and
replace contracts that expired in the spring of 1993.
In mid-September, the Company and the union representing the Company's
employees at its Northwest wood products facilities ratified new four-year
contracts which will expire in 1998.
On October 24, 1994, an early settlement was reached with union employees at
the Company's DeRidder, Louisiana, pulp and paper mill. The new agreement
is for a five-year term expiring in 2000. The new agreement replaces a
contract that would have expired in February 1995.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
A list of the exhibits required to be filed as part of this report
is set forth in the Index to Exhibits, which immediately precedes
such exhibits, and is incorporated herein by this reference.
(b) Reports on Form 8-K.
On October 4, 1994, the Company filed a Form 8-K with the Securities
and Exchange Commission to report that the Company issued a news
release announcing the impact of securities sales by Rainy River
Forest Products Inc.
On October 24, 1994, the Company filed a Form 8-K with the
Securities and Exchange Commission to file the unaudited pro forma
Boise Cascade Corporation and Subsidiaries financial information as
of September 30, 1994, and to file, by reference, the Rainy River
Underwriting Agreement regarding common shares and Convertible
Debentures.
SIGNATURES
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
As Duly Authorized Officer and
Chief Accounting Officer: /s/Tom E. Carlile
Tom E. Carlile
Vice President and Controller
Date: November 10, 1994
BOISE CASCADE CORPORATION
INDEX TO EXHIBITS
Filed With the Quarterly Report on Form 10-Q
for the Quarter Ended September 30, 1994
Number Description Page Number (1)
3 Bylaws as amended September 29, 1994 16
4.1(2) Trust Indenture between Boise Cascade
Corporation and Morgan Guaranty Trust Company
of New York, Trustee, dated October 1, 1985,
as amended -
4.2(3) 1994 Revolving Loan Agreement -- $650,000,000,
dated April 15, 1994 -
4.3(4) Shareholder Rights Agreement, as amended
September 25, 1990 -
4.4(5) Certificate of Designation of Convertible
Preferred Stock, Series D, dated July 10, 1989 -
4.5(6) Certificate of Designation of Conversion Preferred
Stock, Series E, dated January 21, 1992 -
4.6(7) Certificate of Designation of Cumulative Preferred
Stock, Series F, dated January 29, 1993 -
4.7(8) Certificate of Designation of Conversion Preferred
Stock, Series G, dated September 22, 1993 -
12 Ratio of Earnings to Fixed Charges 30
20(9) Selected financial statements from Boise
Cascade Corporation's Report to Shareholders
for the Third Quarter of 1994 31
27 Financial Data Schedule 37
(1) This information appears only in the manually signed original of the
report on Form 10-Q.
(2) The Trust Indenture between Boise Cascade Corporation and Morgan
Guaranty Trust Company of New York, Trustee, dated October 1, 1985,
was filed as Exhibit 4 in the Registration Statement on Form S-3,
No. 33-5673, filed May 13, 1986. The First Supplemental Indenture,
dated December 20, 1989, to the Trust Indenture was filed as
Exhibit 4.2 in the Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-3, No. 33-32584, filed December 20, 1989. The
Second Supplemental Indenture, dated August 1, 1990, to the Trust
Indenture was filed as Exhibit 4.1 in the Company's Current Report
on Form 8-K filed on August 10, 1990. Each of the above documents
referenced in this footnote is incorporated herein by this
reference.
(3) The 1994 Revolving Loan Agreement was filed as Exhibit 4.2 in the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994, and is incorporated herein by this reference.
(4) The Rights Agreement, amended as of September 25, 1990, was filed
as Exhibit 1 in the Company's Form 8-K filed with the Securities and
Exchange Commission on September 25, 1990, and is incorporated
herein by this reference.
(5) The Certificate of Designation of Convertible Preferred Stock,
Series D, dated July 10, 1989, was filed as Exhibit 4.4 in the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989, and is incorporated herein by this reference.
(6) The Certificate of Designation of Conversion Preferred Stock, Series
E, dated January 21, 1992, was filed as Exhibit 3.3 in the Company's
Report on Form 10-K for the year ended December 31, 1991, and is
incorporated herein by this reference.
(7) The Certificate of Designation of Cumulative Preferred Stock, Series
F, dated January 29, 1993, was filed as Exhibit 3.4 in the Company's
Report on Form 10-K for the year ended December 31, 1993, and is
incorporated herein by this reference.
(8) The Certificate of Designation of Conversion Preferred Stock, Series
G, dated September 22, 1993, was filed as Exhibit 3.6 in the
Company's Report on Form 10-K for the year ended December 31, 1993,
and is incorporated herein by this reference.
(9) The Balance Sheets, Statements of Loss, and Statements of Cash Flows
are unaudited financial statements produced as a part of Boise
Cascade Corporation's 1994 Report to Shareholders for the Third
Quarter.