SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
BOISE CASCADE OFFICE PRODUCTS CORPORATION
(Name of Subject Company)
BOISE CASCADE CORPORATION
BOISE ACQUISITION CORPORATION
(Name of filing persons, Offerors)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
097403 10 9
(CUSIP Number of Class of Securities)
JOHN W. HOLLERAN
SENIOR VICE PRESIDENT
BOISE CASCADE CORPORATION
P.O. BOX 50
BOISE, ID 83728-0001
(208) 384-6161
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
COPY TO:
MARGARET A. BROWN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE BEACON STREET
BOSTON, MA 02108
TELEPHONE: (617) 573-4800
FACSIMILE: (617) 573-4822
CALCULATION OF FILING FEE
- --------------------------------------------------------------- ------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
- --------------------------------------------------------------- ------------------------------------------------------------
- --------------------------------------------------------------- ============================================================
$237,955,311 $47,591
- --------------------------------------------------------------- ============================================================
* Estimated for purposes of calculating the amount of the filing fee
only. The filing fee calculation assumes the purchase of all 12,415,735
outstanding shares not owned by Boise Cascade Corporation at a purchase
price of $16.50 per share. The transaction value also includes the
offer price of $16.50 per share multiplied by the number of outstanding
options, which is 2,005,798. The amount of the filing fee, calculated
in accordance with rule 0-11 of the Securities Exchange Act of 1934. As
amended, equals 1/50th of one percent of the aggregate value of this
transaction.
/_/ Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount previously paid: $ Filing party:
Form or registration no.: Schedule TO Date filed:
/_/ Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/X/ going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of a tender offer: / /
TENDER OFFER
This Tender Offer Statement on Schedule TO (this "Statement")
relates to a tender offer by Boise Acquisition Corporation, a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Boise Cascade
Corporation, a Delaware corporation ("Parent"), to purchase all outstanding
shares of common stock, par value $0.01 per share (the "Shares"), of Boise
Cascade Office Products Corporation, a Delaware corporation ("BCOP"), which
are not owned by Parent of any of Parent's subsidiaries, at $16.50 per share,
net to the seller in cash, without interest, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated March 22, 2000 (the
"Offer to Purchase"), a copy of which is attached hereto as Exhibit
(a)(1)(A), and in the related Letter of Transmittal, a copy of which is
attached hereto as Exhibit (a)(1)(B) (which, as they may be amended or
supplemented from time to time, together constitute the "Offer").
2
The information in the Offer to Purchase, including all schedules
and exhibits thereto, is hereby incorporated herein by reference in response
to all of the items of this Statement, except as otherwise set forth below.
Item 3. Identity and Background of Filing Person
In partial response to Item 3, during the last five years, neither
Purchaser nor Parent nor, to the best knowledge of Purchaser and Parent, any of
the persons listed in Schedule I to the Offer to Purchase (i) have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
Item 12. Materials to be Filed as Exhibits
(a)(1)(A) Offer to Purchase dated March 12, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(1)(E) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(F) Letter to Participants in the Employee Stock Purchase Plan.
(a)(1)(G) Guidelines for Certification of Taxpayer Identification Number
on substitute Form W-9.
(a)(1)(H) Press Release dated March 13, 2000.
(a)(1)(I) Press Release dated March 22, 2000.
(a)(2) Solicitation/Recommendation Statement on Schedule 14D-9 of
BCOP.
(b) 1997 Revolving Credit Agreement Among Boise Cascade
Corporation, Bank of America National Trust and Savings
Association, Chase Manhattan Bank, National Westminster Bank,
PLC, and the Financial Institutions Parties thereto, dated as
of March 11, 1997, incorporated by reference from Exhibit 4.2
to Form 10-K filed on March 17, 1997.
3
(c)(1) Opinion of Credit Suisse First Boston Corporation to the
Special Committee of the Board of Directors of BCOP, dated
March 12, 2000 (included as Exhibit A to the Offer to Purchase
filed herewith as Exhibit (a)(1)(A)).
(c)(2) Materials presented by Credit Suisse First Boston
Corporation to the Special Committee of the Board of Directors
of BCOP, dated March 10, 2000.
(c)(3) Materials presented by Goldman, Sachs & Co. to the Board of
Directors of Boise Cascade Corporation, dated as of
March 9, 2000.
(d)(1) Agreement and Plan of Merger, dated as of March 12, 2000, by
and among Boise Cascade Corporation, Boise Cascade Office
Products Corporation and Boise Acquisition Corporation
(included as Exhibit B to the Offer to Purchase filed herewith
as Exhibit (a)(1)(A)).
(d)(2) Shareholder Agreement dated as of April 1, 1995 between Boise
Cascade Corporation and Boise Cascade Office Products
Corporation.
(e) Not applicable.
(f) Section 262 of the Delaware General Corporation Law (included
as Exhibit C to the Offer to Purchase filed herewith as
Exhibit (a)(1)(A)).
(g) Not applicable.
(h) Not applicable.
SIGNATURES
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certify that the information set forth in this Statement
is true, complete and correct.
BOISE CASCADE CORPORATION
By: /s/ JOHN W. HOLLERAN
--------------------------------
Name: John W. Holleran
Title: Senior Vice President
BOISE ACQUISITION CORPORATION
By: /s/ KAREN E. GOWLAND
--------------------------------
Name: Karen E. Gowland
Title: Secretary
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
(a)(1)(A) Offer to Purchase dated March 22, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(E) Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F) Letter to Participants in the Employee Stock Purchase
Plan.
(a)(1)(G) Guidelines for Certification of Taxpayer
Identification Number on substitute Form W-9.
(a)(1)(H) Press Release dated March 13, 2000.
(a)(1)(I) Press Release dated March 22, 2000.
(a)(2) Solicitation/Recommendation Statement on Schedule
14D-9 of BCOP.
(b) 1997 Revolving Credit Agreement Among Boise Cascade
Corporation, Bank of America National Trust and
Savings Association, Chase Manhattan Bank, National
Westminster Bank, PLC, and the Financial Institutions
Parties thereto, dated as of March 11, 1997,
incorporated by reference from Exhibit 4.2 to Form
10-K filed on March 17, 1997.
(c)(1) Opinion of Credit Suisse First Boston Corporation to
the Special Committee of Directors of BCOP, dated
March 12, 2000 (included as Exhibit A to the Offer to
Purchase filed herewith as Exhibit (a)(1)(A)).
(c)(2) Materials presented by Credit Suisse First Boston
Corporation to the Special Committee of the Board of
Directors of BCOP, dated March 10, 2000.
(c)(3) Materials presented by Goldman, Sachs & Co. to the
Board of Directors of Boise Cascade Corporation,
dated as of March 9, 2000.
(d)(1) Agreement and Plan of Merger, dated as of March 12,
2000, by and among Boise Cascade Corporation, Boise
Cascade Office Products Corporation and Boise
Acquisition Corporation (included as Exhibit B to the
Offer to Purchase filed herewith as Exhibit
(a)(1)(A)).
(d)(2) Shareholder Agreement dated as of April 1, 1995
between Boise Cascade Corporation and Boise Cascade
Office Products Corporation.
(e) Not applicable.
(f) Section 262 of the Delaware General Corporation Law
(included as Exhibit C to the Offer to Purchase filed
herewith as Exhibit (a)(1)(A)).
(g) Not applicable.
(h) Not applicable.