UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 10-Q
(X) Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the Quarterly Period Ended June 30, 1997
( ) 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 1-13662
BOISE CASCADE OFFICE PRODUCTS CORPORATION
State of Incorporation IRS Employer Identification No.
Delaware 82-0477390
800 West Bryn Mawr Avenue
Itasca, Illinois 60143
(630) 773 - 5000
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 July 31, 1997
Common Stock, $.01 par value 62,934,335
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
STATEMENTS OF INCOME
(expressed in thousands, except share information)
(unaudited)
Three Months Ended June 30
1997 1996
Net sales $ 600,470 $460,767
Cost of sales, including purchases
from Boise Cascade Corporation
of $58,165 and $45,135 451,755 337,429
__________ __________
Gross profit 148,715 123,338
__________ __________
Selling and warehouse operating
expense 112,806 88,915
Corporate general and administrative
expense, including amounts paid to
Boise Cascade Corporation of $651
and $629 9,369 7,772
Goodwill amortization 2,333 1,678
__________ __________
124,508 98,365
__________ __________
Income from operations 24,207 24,973
__________ __________
Interest expense 4,071 1,875
Other income (expense), net 84 (6)
__________ __________
Income before income taxes 20,220 23,092
Income tax expense 8,508 9,498
__________ __________
Net income $ 11,712 $ 13,594
Average shares outstanding 62,922,046 62,359,936
Earnings per share $ .19 $ .22
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
STATEMENTS OF INCOME
(expressed in thousands, except share information)
(unaudited)
Six Months Ended June 30
1997 1996
Net sales $1,198,341 $ 922,190
Cost of sales, including purchases
from Boise Cascade Corporation
of $106,206 and $87,730 898,754 675,955
__________ __________
Gross profit 299,587 246,235
__________ __________
Selling and warehouse operating
expense 223,979 176,010
Corporate general and administrative
expense, including amounts paid to
Boise Cascade Corporation of $1,294
and $1,216 18,579 14,626
Goodwill amortization 4,527 3,058
__________ __________
247,085 193,694
__________ __________
Income from operations 52,502 52,541
__________ __________
Interest expense 7,146 3,164
Other income, net 133 42
__________ __________
Income before income taxes 45,489 49,419
Income tax expense 18,868 20,262
__________ __________
Net income $ 26,621 $ 29,157
Average shares outstanding 62,883,222 62,332,841
Earnings per share $ .42 $ .47
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
BALANCE SHEETS
(expressed in thousands)
(unaudited)
June 30 December 31
ASSETS 1997 1996 1996
Current
Cash and short-term investments $ 37,516 $ 9,058 $ 12,762
Receivables, less allowances
of $4,213, $3,922, and $3,887 296,506 226,791 285,337
Inventories 176,666 123,045 171,748
Deferred income tax benefits 14,816 9,499 13,963
Other 20,289 16,677 15,378
___________ __________ __________
545,793 385,070 499,188
___________ __________ __________
Property
Land 21,258 13,488 13,488
Buildings and improvements 97,246 71,448 72,917
Furniture and equipment 160,307 115,677 137,137
Accumulated depreciation (123,814) (83,010) (90,980)
___________ __________ __________
154,997 117,603 132,562
___________ __________ __________
Goodwill, net of amortization
of $17,668, $8,598, and $13,138 337,565 209,486 261,706
Other assets 23,575 6,443 11,906
___________ __________ __________
Total assets $1,061,930 $ 718,602 $ 905,362
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
BALANCE SHEETS
(expressed in thousands, except share information)
(unaudited)
June 30 December 31
LIABILITIES AND SHAREHOLDERS' EQUITY 1997 1996 1996
Current
Notes payable $ 53,200 $ 24,000 $ 36,700
Current portion of long-term debt 90 217 180
Accounts payable
Trade and other 192,908 131,864 185,370
Boise Cascade Corporation 30,943 16,792 21,926
___________ __________ __________
223,851 148,656 207,296
___________ __________ __________
Accrued liabilities
Compensation and benefits 23,246 19,523 31,120
Income taxes payable 8,359 262 7,100
Taxes, other than income 8,249 7,782 8,351
Other 33,664 23,655 39,800
___________ __________ __________
73,518 51,222 86,371
___________ __________ __________
350,659 224,095 330,547
___________ __________ __________
Other
Deferred income taxes - 3,238 4,470
Long-term debt, less current portion 240,013 100,092 140,024
Other 36,017 19,700 25,536
___________ __________ __________
276,030 123,030 170,030
___________ __________ __________
Shareholders' equity
Common stock, $.01 par value,
200,000,000 shares authorized;
62,933,481, 62,407,310, and
62,750,318 shares issued and
outstanding at each period 629 624 628
Additional paid-in capital 309,529 298,192 304,134
Retained earnings 125,083 72,661 100,023
___________ __________ __________
Total shareholders' equity 435,241 371,477 404,785
___________ __________ __________
Total liabilities and
shareholders' equity $1,061,930 $ 718,602 $ 905,362
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(expressed in thousands)
(unaudited)
Six Months Ended June 30
1997 1996
Cash provided by (used for) operations
Net income $ 26,621 $ 29,157
Items in income not using (providing) cash
Depreciation and amortization 17,758 11,794
Deferred income taxes (2,046) 1,953
Receivables 10,445 2,754
Inventories 10,002 12,671
Accounts payable and accrued liabilities (6,845) (24,061)
Current and deferred income taxes (1,118) (8,494)
Other current assets (4,166) 698
__________ __________
Cash provided by operations 50,651 26,472
__________ __________
Cash used for investment
Expenditures for property and equipment (30,285) (19,959)
Acquisitions (99,694) (130,864)
Other, net (12,543) (5,535)
__________ __________
Cash used for investment (142,522) (156,358)
__________ __________
Cash provided by financing
Additions to long-term debt 100,000 100,000
Notes payable 16,500 24,000
Other, net 125 862
__________ __________
Cash provided by financing 116,625 124,862
__________ __________
Increase (decrease) in cash and
short-term investments 24,754 (5,024)
Balance at beginning of the period 12,762 14,082
__________ __________
Balance at June 30 $ 37,516 $ 9,058
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(unaudited)
(1) ORGANIZATION AND BASIS OF PRESENTATION. Boise Cascade Office Products
Corporation (together with its subsidiaries, "the Company" or "we"),
headquartered in Itasca, Illinois, is one of the world's premier
business-to-business distributors of products for the office through its
contract stationer business, as well as through its direct marketing
channel. At June 30, 1997, Boise Cascade Corporation owned approximately
81% of our outstanding common stock.
The quarterly financial statements of the Company and its subsidiaries
have not been audited by independent 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 the 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. We have
prepared the statements 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 our 1996 Annual
Report.
(2) EARNINGS PER SHARE. Earnings per share of $.19 and $.22 for the three
months ended June 30, 1997 and 1996, and $.42 and $.47 for the six
months ended June 30, 1997 and 1996, are based upon the average number
of common shares outstanding including common shares issued to effect
acquisitions made by the Company and shares issued as a result of stock
options exercised. Earnings per share is computed independently for
each period. As a result, the total of the per share results for the
first two quarters of 1997 does not equal the per share results for the
six months ended June 30, 1997.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings Per Share,
which will be implemented in the fourth quarter of 1997. The statement
will have no significant impact on previously reported earnings per
share, which will be renamed basic earnings per share.
(3) STOCK SPLIT. We effected a two-for-one split of our common stock in the
form of a 100% stock dividend. Each shareholder of record at the close
of business on May 6, 1996, received one additional share for each share
held on that date. The new shares were distributed on May 20, 1996.
All references in these financial statements to share amounts, net
income per share, and average common shares outstanding have been
adjusted to reflect the stock split.
(4) DEBT. On June 26, 1997, we entered into a $450 million revolving credit
agreement with a group of banks that expires on June 29, 2001, and
provides for variable rates of interest based on customary indices. It
contains customary restrictive financial and other covenants, including
a negative pledge and covenants specifying a minimum fixed charge
coverage ratio and a maximum leverage ratio. This agreement replaced
our $350 million revolving credit agreement. We may, subject to the
covenants contained in the credit agreement and to market conditions,
raise additional funds through the agreement and through other external
debt or equity financings in the future.
At June 30, 1997, borrowing under the revolving credit agreement was
$240 million. At July 31, 1997, borrowing under the revolving credit
agreement was $390 million.
In addition to the amount outstanding under the revolving credit
agreement, we had $53 million of short-term notes payable at June 30,
1997.
(5) TAXES. The estimated tax provision rate for the first six months of
1997 was 41.5%, compared with a tax provision rate of 41.0% for the same
period in the prior year. The increase is primarily due to increased
foreign income, including nondeductible goodwill, taxed at a higher
rate.
(6) ACQUISITIONS. During the first six months of 1997 we completed six
acquisitions, and during the first six months of 1996 we completed seven
acquisitions, all of which were accounted for under the purchase method
of accounting. Accordingly, the purchase prices were allocated to the
assets acquired and liabilities assumed based upon their estimated fair
values. The initial purchase price allocations may be adjusted within
one year of the date of purchase for changes in estimates of the fair
values of assets and liabilities. Such adjustments are not expected to
be significant to results of operations or the financial position of the
Company. The excess of the purchase price over the estimated fair value
of the net assets acquired was recorded as goodwill and is being
amortized over 40 years. The results of operations of the acquired
businesses are included in our operations subsequent to the dates of
acquisition.
On January 31, 1997, we acquired the stock of the contract stationer
business of The Office Stop, based in Butte, Montana. On February 28,
1997, we acquired the assets of the contract stationer business of
Florida Ribbon and Carbon, based in Jacksonville, Florida. On April 17,
1997, we acquired the assets of the contract stationer business of
Winterbulk Business Supplies, Ltd., based in Bolton, England. On
April 30, 1997, we acquired the assets of the computer consumables
business of TDI, based in Raleigh-Durham, North Carolina. On May 30,
1997, we acquired the assets of the computer consumables business of
Carlyle Computer Products Ltd., based in Winnipeg, Manitoba, Canada. On
May 31, 1997, we acquired the assets of the promotional products
business of OstermanAPI, Inc., based in Maumee, Ohio. In conjunction
with the acquisition of Osterman, we formed a majority-owned subsidiary,
Boise Marketing Services, Inc. ("BMSI"), of which we own 88%. Our
previously acquired promotional products company, OWNCO, also became
part of BMSI. In January 1997, we also completed a joint venture with
Otto Versand, of which we own 50%, to direct market office products in
Europe, initially in Germany. These transactions, including the joint
venture with Otto and the formation of the majority-owned promotional
products subsidiary, were completed for cash of $99.7 million, $2.9
million of our common stock, and the recording of $14.2 million of
acquisition liabilities.
On July 7, 1997, we acquired 100% of the shares of Jean-Paul Guisset
S.A. ("JPG"), a French corporation. JPG is a direct marketer of office
products in France. The negotiated purchase price was FF850.0 million
(US$144.0 million) plus a price supplement payable in the year 2000, if
certain earnings and sales growth targets are reached. No liability has
been recorded for the price supplement as the amount of payment, if any,
is not assured beyond a reasonable doubt. Approximately FF100.0 million
(US$17.0 million) is available to be repatriated to the Company out of
existing cash in JPG as of closing. In addition to the cash paid, we
recorded $5.8 million of acquisition liabilities. The acquisition was
funded by cash flow from operations and borrowings under our revolving
credit agreement.
On February 5, 1996, we completed the acquisition of 100% of the shares
of Grand & Toy Limited ("Grand & Toy") from Cara Operations Limited
(Toronto). On January 31, February 9, March 29, April 26, and May 31,
1996, we acquired businesses in New Mexico, Maine, Vermont, Wisconsin,
Washington, and Michigan for cash of $130.9 million, $1.6 million of our
common stock, and the recording of $19.3 million of acquisition
liabilities.
Unaudited pro forma results of operations reflecting the acquisitions,
including JPG, would have been as follows. If the 1997 acquisitions had
occurred January 1, 1997, sales for the first six months of 1997 would
have increased to $1.3 billion, net income would have decreased to $25.2
million, and earnings per share would have decreased to $.40. If the
1997 and 1996 acquisitions had occurred January 1, 1996, sales for the
first six months of 1996 would have increased to $1.1 billion, net
income would have decreased to $28.4 million, and earnings per share
would have decreased to $.46. This unaudited pro forma financial
information does not necessarily represent the actual consolidated
results of operations that would have resulted if the acquisitions had
occurred on the dates assumed.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Three Months Ended June 30, 1997, Compared with Three Months Ended
June 30, 1996
Results of Operations
Net sales in the second quarter of 1997 increased 30% to $600.5
million, compared with $460.8 million in the second quarter of
1996. The growth in sales resulted primarily from acquisitions
and product line extensions. Same location sales increased 16%
in the second quarter of 1997, compared with sales in the second
quarter of 1996. Holding paper prices constant, same-location
sales grew 20%.
Cost of sales, which includes the cost of merchandise sold and
delivery and occupancy costs, increased to $451.8 million in the
second quarter of 1997, which was 75.2% of net sales. This
compares with $337.4 million reported in the same period of the
prior year, which represented 73.2% of net sales. Gross profit
as a percentage of net sales was 24.8% and 26.8% for the second
quarters of 1997 and 1996. Gross profit decreased in the second
quarter of 1997 primarily because of competitive pressures,
particularly in our national accounts business, and a weak paper
market.
Operating expense was 20.7% of net sales in the second quarter of
1997, compared with 21.3% in the second quarter of 1996. Within
the operating expense category, selling and warehouse operating
expense was 18.8% of net sales in the second quarter of 1997,
compared with 19.3% in the second quarter of 1996. This decrease
resulted, in part, from expense leveraging as, for instance, our
central procurement and integrated distribution programs ramp up.
Corporate general and administrative expense was 1.6% of net
sales in the second quarter of 1997, compared with 1.7% in 1996.
Goodwill amortization increased to $2.3 million in the second
quarter of 1997, compared with $1.7 million in the second quarter
of 1996. The increase in goodwill amortization was the result of
recording goodwill arising from our acquisitions.
As a result of the factors discussed above, income from
operations in the second quarter of 1997 decreased to $24.2
million, or 4.0% of net sales, compared to our second quarter
1996 operating income of $25.0 million, or 5.4% of net sales.
Interest expense was $4.1 million in the second quarter of 1997,
compared with $1.9 million in the second quarter of 1996. The
increase in interest expense resulted from debt incurred in
conjunction with our acquisition and capital spending programs.
Net income in the second quarter of 1997 decreased to $11.7
million, or 2.0% of net sales, compared with $13.6 million , or
3.0% of net sales in the same period of the prior year.
Six Months Ended June 30, 1997, Compared with Six Months Ended
June 30, 1996
Net sales for the six months ended June 30, 1997, increased 30%
to $1.2 billion, compared with $922.2 million a year ago. Same
location sales increased 14% year to year. Holding paper prices
constant, same-location sales grew 19%.
Cost of sales, which includes the cost of merchandise sold, and
delivery and occupancy costs, increased to $898.8 million for the
six months ended June 30, 1997, which was 75.0% of net sales.
This compares with $676.0 million reported in the same period of
the prior year, which represented 73.3% of net sales. Gross
profit as a percentage of net sales was 25.0% and 26.7% for the
first six months of 1997 and 1996. In the first half of 1996,
paper costs to us were declining rapidly from the peak reached
late in 1995, which raised our gross margin in the first half of
1996. Paper costs were more stable and significantly lower in
the first half of 1997. Sales growth in technology-related
products and competitive pressures on gross profits also
contributed to the lower gross profit level in the first half of
1997.
Operating expense was 20.6% of net sales for the first six months
of 1997, compared with 21.0% in the same period of the prior
year. This decrease resulted, in part, from our changing sales
mix described above and expense leveraging as, for example, our
central procurement and integrated distribution programs ramp up.
Within the operating expense category, selling and warehouse
operating expense was 18.7% of net sales for the first six months
of 1997, compared with 19.1% in 1996. Corporate general and
administrative expense was 1.6% of net sales for the first six
months of 1997 and 1996. Goodwill amortization increased to $4.5
million for the first six months of 1997, compared with $3.1
million in 1996. The increase in goodwill amortization was the
result of recording goodwill arising from our acquisitions.
As a result of the factors discussed above, income from
operations for the first six months of 1997 was $52.5 million, or
4.4% of net sales, compared to 1996 operating income of $52.5
million, or 5.7% of net sales.
Interest expense was $7.1 million for the first six months of
1997, compared with $3.2 million in 1996. The increase in
interest expense resulted from debt incurred in conjunction with
our acquisition and capital spending programs.
Net income for the first six months of 1997 decreased to $26.6
million, or 2.2% of net sales, compared with $29.2 million, or
3.2% of net sales, in the same period of the prior year.
Liquidity and Capital Resources
Our principal requirements for cash have been to make
acquisitions, fund working capital needs, upgrade and expand our
facilities at existing locations, and open new distribution
centers. The execution of our strategy for growth, including
acquisitions and the relocation of several existing distribution
centers into new and larger facilities, is expected to require
capital outlays over the next several years.
To finance our capital requirements, we expect to rely upon funds
from a combination of sources. In addition to cash flow from
operations, we have a $450 million revolving credit agreement
that expires in 2001 and provides for variable rates of interest
based on customary indices. The credit agreement is available
for acquisitions and general corporate purposes. It contains
customary restrictive financial and other covenants, including a
negative pledge and covenants specifying a minimum fixed charge
coverage ratio and a maximum leverage ratio. At June 30, 1997,
$240 million was outstanding under this agreement. At July 31,
1997, $390 million was outstanding under this agreement. We may,
subject to the covenants contained in the credit agreement and to
market conditions, raise additional funds through the agreement
and through other external debt or equity financings in the
future.
In addition to the amount outstanding under the revolving credit
agreement, we had short-term notes payable of $53.2 million at
June 30, 1997.
In June 1996, we filed a registration statement with the
Securities and Exchange Commission for 4.4 million shares of
common stock to be offered from time to time in connection with
future acquisitions. As of June 30, 1997, 3.9 million shares
remained unissued under this registration statement.
Net cash provided by operations in the first six months of 1997
was $50.7 million. This was the result of $42.3 million of net
income, depreciation and amortization, and other noncash items,
and an $8.3 million decrease in working capital. Net cash used
for investment in the first six months of 1997 was $142.5
million, which included $30.3 million of expenditures for
property and equipment, and $99.7 million for acquisitions. Net
cash provided by financing was $116.6 million for the first six
months of 1997, resulting primarily from borrowings we made to
fund acquisitions.
Net cash provided by operations in the first six months of 1996
was $26.5 million. This was primarily the result of $42.9
million of net income, depreciation and amortization, and other
noncash items, offset by a $16.4 million increase in working
capital. Net cash used for investment in the first six months of
1996 was $156.4 million, which included $20.0 million of
expenditures for property and equipment, and $130.9 million for
acquisitions. Net cash provided by financing was $124.9 million
for the first six months of 1996, resulting primarily from
borrowings we made to fund acquisitions.
The majority of our 1997 and 1996 acquisitions have been
completed for cash, resulting in higher outstanding balances
under our credit agreement and short-term borrowing capacity.
The increase in borrowings has caused interest expense to
increase for the first six months of 1997 compared to the same
period of 1996.
Effects of Fluctuations in Foreign Currency Exchange Rates
Our operations in Australia, Canada, France, Germany, and the
United Kingdom are denominated in currencies other than U.S.
dollars. Each of our operations conducts substantially all of
its business in its local currency with minimal cross-border
product movement. As a result, these operations are not subject
to material operational risks associated with fluctuations in
exchange rates. Furthermore, our results of operations were not
materially impacted by the translation of our other operations'
currencies into U.S. dollars. Because we intend to expand the
size and scope of our international operations, this exposure to
fluctuations in exchange rates may increase. Accordingly, no
assurance can be given that our future results of operations will
not be adversely affected by fluctuations in foreign currency
exchange rates. Although we currently do not engage in any
foreign currency hedging activities, we may consider doing so in
the future. Such future hedges would be intended to minimize the
effects of foreign exchange rate fluctuations on our investment
and would not be done for speculative purposes.
New Accounting Standard
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings Per
Share, which will be implemented in the fourth quarter of 1997.
The statement will have no significant impact on previously
reported earnings per share, which will be renamed basic earnings
per share.
Business Outlook
We expect our cross-selling efforts in furniture, computer-
related consumables, promotional products, and office papers to
result in additional sales to our existing customers. We also
expect to grow sales by developing business with new customers.
The pace of our revenue growth will partially depend on the
success of these initiatives. We also plan to make further
acquisitions in the U.S. and internationally, which will add to
sales. The results of our acquisition program will reflect the
extent of economically acceptable opportunities available to us.
Our gross margins and operating expense ratios vary among our
product categories, distribution channels, and geographic
locations. As a result, we expect fluctuations in these ratios
as our sales mix evolves over time.
Office papers and converted paper products represent a
significant portion of our sales. Reductions in the cost and
selling price of paper, compared to the same quarter last year,
impacted our sales growth, gross margins, and operating expense
leverage in the current quarter. It is unclear to what extent or
when prices might significantly rise or fall and what favorable
or adverse impact those changes might have on our financial
results.
Risk Factors Associated With Forward Looking Statements
The Management's Discussion and Analysis of Financial Condition
and Results of Operations includes "forward looking statements"
which involve uncertainties and risks. There can be no assurance
that actual results will not differ from the Company's
expectations. Factors which could cause materially different
results include, among others, the timing and amount of any paper
price recovery; continued same-location sales growth; the
changing mix of products sold to our customers; the pace and
success of our acquisition program; the success of cost structure
improvements; the success of new product line introductions; the
uncertainties of expansion into international markets, including
currency exchange rates, legal and regulatory requirements, and
other factors; and competitive and general economic conditions.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not currently involved in any legal or
administrative proceedings that it believes could have, either
individually or in the aggregate, a material adverse effect on
its business or financial condition.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its annual shareholders meeting on April 22,
1997. A total of 62,888,440 shares of common stock were
outstanding and entitled to vote at the meeting. Of the total
outstanding, 61,575,576 shares were represented at the meeting
and 1,312,864 shares were not voted.
Shareholders cast votes for the election of the following
directors whose terms expire in 2000:
In Favor Withheld
James G. Connelly III 60,628,630 946,946
Peter G. Danis Jr. 60,609,786 965,790
Continuing in office are Theodore Crumley and A. William
Reynolds, whose terms expire in 1999, and John B. Carley and
George J. Harad, whose terms expire in 1998.
The shareholders also ratified the appointment of Arthur Andersen
LLP, as the Company's independent auditors for the year 1997 with
votes cast 61,457,040 for, 63,121 against, and 55,415 abstained.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Required exhibits are listed in the Index to Exhibits and are
incorporated by reference.
(b) No Form 8-K's were filed during the quarter covered by this
report. However, we did file an 8-K on July 17, 1997, related
to our acquisition of JPG.
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
OFFICE PRODUCTS CORPORATION
As Duly Authorized Officer and
Chief Accounting Officer: /s/Darrell R. Elfeldt
Darrell R. Elfeldt
Vice President and Controller
Date: August 12, 1997
BOISE CASCADE OFFICE PRODUCTS CORPORATION
INDEX TO EXHIBITS
Filed With the Quarterly Report on Form 10-Q
for the Quarter Ended June 30, 1997
Number Description Page
4 Credit Agreement dated June 26, 1997
11 Computation of Per Share Earnings
27 Financial Data Schedule