Exhibit 12(a)(1)(E)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
BOISE CASCADE OFFICE PRODUCTS CORPORATION
AT
$16.50 NET PER SHARE
BY
BOISE ACQUISITION CORPORATION,
A WHOLLY-OWNED SUBSIDIARY OF
BOISE CASCADE CORPORATION
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
APRIL 19, 2000, UNLESS THE OFFER IS EXTENDED.
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MARCH 22, 2000
To Our Clients:
Enclosed for your consideration are an Offer to Purchase dated March 22,
2000, and the related Letter of Transmittal (which together with any amendments
or supplements constitute the "Offer"), relating to an offer by Boise
Acquisition Corporation ("Purchaser"), a Delaware corporation and wholly-owned
subsidiary of Boise Cascade Corporation, a Delaware corporation ("Parent"), to
purchase all outstanding shares of common stock, par value $.01 per share (the
"Shares"), of Boise Cascade Office Products Corporation, a Delaware corporation
("BCOP"), 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.
We are the holder of record of Shares held for your account. THE LETTER OF
TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND YOU CANNOT USE IT
TO TENDER SHARES. Only we, as the holder of record, can tender your Shares
pursuant to your instructions. We request your instructions as to whether you
want to tender any or all of the Shares we hold for your account, pursuant to
the terms and conditions set forth in the Offer.
Please note the following:
1. The offer price is $16.50 per Share, net to you in cash, without
interest.
2. The Offer is being made for all outstanding Shares.
3. The Offer is being made pursuant to the terms of an Agreement and Plan
of Merger, dated March 12, 2000 (the "Merger Agreement"), by and among
Parent, BCOP, and Purchaser. The Merger Agreement provides, among other
things, for Purchaser to make the Offer, and further provides that after
the purchase of Shares pursuant to the Offer and promptly after the
satisfaction or waiver of certain conditions, Purchaser will be merged
with and into BCOP (the "Merger"). BCOP will continue as the surviving
corporation after the Merger and will be a wholly-owned subsidiary of
Parent.
4. BCOP's Board of Directors, based on the unanimous recommendation of a
committee of independent directors of BCOP, has approved the Offer, the
Merger, and the other transactions contemplated by the Merger Agreement,
has determined that the Offer, the Merger, and the other transactions
contemplated by the Merger Agreement are fair to and in the best
interests of
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BCOP's shareholders, and recommends that BCOP's shareholders accept the
Offer and tender their Shares.
5. The Offer and withdrawal rights will expire at 5:00 p.m., New York City
time, on Wednesday, April 19, 2000, unless extended.
6. The Offer is conditioned upon, among other things, the satisfaction or
waiver of certain conditions to the obligations of Parent and BCOP to
consummate the Offer, including the tender of a majority of the shares of
BCOP's common stock not beneficially owned by Parent or any of Parent's
subsidiaries.
7. Shareholders who tender Shares will not have to pay brokerage
commissions, or, except as set forth in Instruction 5 of the Letter of
Transmittal, transfer taxes on the purchase of Shares by Parent pursuant
to the Offer.
If you wish us to tender any or all of your Shares, please complete, sign,
and return the enclosed form in the return envelope. You should forward your
instructions to us in ample time to permit us to tender on your behalf before
the Offer expires.
PLEASE NOTE THAT IF YOU AUTHORIZE THE TENDER OF YOUR SHARES, WE WILL TENDER
ALL YOUR SHARES UNLESS YOU DIRECT OTHERWISE IN THE INSTRUCTIONS.
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INSTRUCTIONS
WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
BOISE CASCADE OFFICE PRODUCTS CORPORATION
The undersigned acknowledge(s) receipt of the letter above and the enclosed
Offer to Purchase dated March 22, 2000, and the related Letter of Transmittal
relating to the offer by Boise Acquisition Corporation, a Delaware corporation
and wholly-owned subsidiary of Boise Cascade Corporation, a Delaware
corporation, to purchase shares of common stock, par value $.01 per share (the
"Shares") of Boise Cascade Office Products Corporation, a Delaware corporation.
This instructs you to tender the number of Shares indicated below (or, if no
number is indicated below, all Shares) held by you for the account of the
undersigned, on the terms and subject to the conditions set forth in the Offer
to Purchase and Letter of Transmittal.
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NUMBER OF SHARES TO BE TENDERED
__________ Shares
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Account Number__________________________________________________________________
Dated_____________________________________________________________________, 2000
SIGN HERE
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Signature(s)
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Print Name(s)
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Address(es)
Telephone Number________________________________________________________________
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Tax ID or Social Security Number
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