AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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BOISE CASCADE CORPORATION DELAWARE 82-0100960
BOISE CASCADE TRUST I DELAWARE TO BE APPLIED FOR
BOISE CASCADE TRUST II DELAWARE TO BE APPLIED FOR
BOISE CASCADE TRUST III DELAWARE TO BE APPLIED FOR
(Exact name of registrants as (State or other jurisdiction of (I.R.S. Employer
specified in their charters) incorporation or organization) Identification Nos.)
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1111 WEST JEFFERSON STREET
P.O. BOX 50
BOISE, IDAHO 83728-0001
(208) 384-6161
(Address, including zip code, and telephone number, including area code,
of registrants' principal executive offices)
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JOHN W. HOLLERAN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
BOISE CASCADE CORPORATION
1111 WEST JEFFERSON STREET
P.O. BOX 50
BOISE, IDAHO 83728-0001
(208) 384-7704
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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COPIES TO:
J. CRAIG WALKER ROBERT E. BUCKHOLZ, JR.
BELL, BOYD & LLOYD SULLIVAN & CROMWELL
Three First National Plaza 125 Broad Street
Chicago, IL 60602 New York, NY 10004
(312-807-4321) (212-558-3876)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
(continued on next page)
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CALCULATION OF REGISTRATION FEE*
PROPOSED
AMOUNT PROPOSED MAXIMUM
TITLE OF EACH CLASS TO BE MAXIMUM AGGREGATE
OF SECURITIES REGISTERED OFFERING PRICE OFFERING PRICE AMOUNT OF
TO BE REGISTERED (1)(2) PER UNIT (1)(2) (1)(2) REGISTRATION FEE
Boise Cascade Corporation Common Stock, $2.50 par value
(3)
Boise Cascade Corporation Preferred Stock, no par value
(3)
Boise Cascade Corporation Debt Securities
Boise Cascade Corporation Warrants
Boise Cascade Corporation Purchase Contracts (4)
Units (5)
Boise Cascade Corporation Depositary Shares (6)
Boise Cascade Trust I Preferred Securities (7)
Boise Cascade Trust II Preferred Securities (7)
Boise Cascade Trust III Preferred Securities (7)
Boise Cascade Corporation Guarantees of Preferred
Securities of Boise Cascade Trust I, II and III (8)
Total $265,000,000 $73,670
(1) Such indeterminate number or amount of Common Stock, Preferred Stock, Debt
Securities, Purchase Contracts, Warrants, Units, Depositary Shares and
Guarantees of Boise Cascade Corporation ("Boise Cascade") and Preferred
Securities of Boise Cascade Trust I, II and III (the "Trusts") as may from
time to time be issued at indeterminate prices. Debt Securities of Boise
Cascade may be issued and sold to the Trusts, in which event such Debt
Securities may later be distributed to the holders of Preferred Securities
of the Trusts for no further consideration upon a dissolution of any such
Trust and the distribution of the assets thereof.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. The aggregate public offering price of the securities
registered hereby, and the exercise price of any securities issuable upon
exercise of the Warrants registered hereby, will not exceed $265,000,000.
(3) Also includes such indeterminate number of shares of Common Stock and
Preferred Stock as may be issued upon conversion of or exchange for any Debt
Securities, Preferred Stock or Preferred Securities registered hereunder
that provide for conversion or exchange into other securities, and Boise
Cascade Corporation Common Stock Purchase Rights relating to each share of
Common Stock. No separate consideration will be received for the Common
Stock or Preferred Stock issuable upon conversion of or in exchange for Debt
Securities, Preferred Stock or Preferred Securities or for any Boise Cascade
Corporation Common Stock Purchase Rights. Also consists of such currently
indeterminate number of shares of Common Stock issuable upon settlement of
the Purchase Contracts of Boise Cascade.
(4) Each Purchase Contract of Boise Cascade obligates Boise Cascade to sell, and
the holder thereof to purchase, a number of shares of Common Stock or
Preferred Stock.
(5) Any security registered under this registration statement may be offered as
a Unit with any other security registered under this registration statement.
(6) In the event Boise Cascade elects to offer to the public fractional
interests in shares of Preferred Stock registered hereunder, Depositary
Shares, evidenced by depositary receipts issued pursuant to a deposit
agreement, will be distributed to those persons purchasing such fractional
interests, and the shares of Preferred Stock will be issued to the
depositary under such agreement.
(7) Each Preferred Security of Boise Cascade Trust I, II and III represents a
preferred undivided beneficial ownership interest in the assets of Boise
Cascade Trust I, II and III, respectively.
(8) No separate consideration will be received for the Guarantees of Boise
Cascade.
* The prospectus included in this registration statement is a combined
prospectus under Rule 429 of the Securities Act. The prospectus included
here also relates to $35 million aggregate amount of securities registered
under Registration Statement No. 33-55396 which remain unsold. Boise Cascade
previously paid $46,875 in filing fees with respect to those securities.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
SUBJECT TO COMPLETION, DATED MARCH 24, 1999
PROSPECTUS
$300,000,000
BOISE CASCADE CORPORATION
BOISE CASCADE TRUST I
BOISE CASCADE TRUST II
BOISE CASCADE TRUST III
The information in this BOISE CASCADE CORPORATION
prospectus is not complete and We may offer and sell, in one or more offerings:
may be changed. We may not - common stock
sell these securities until - preferred stock
the registration statement - debt securities
filed with the Securities and - warrants
Exchange Commission is - purchase contracts
effective. This prospectus is We may also offer and sell units comprised of two or more
not an offer to sell these different securities listed above.
securities and it is not The purchase contracts will require a purchaser to buy a
soliciting an offer to buy certain amount of common stock or preferred stock, and
these securities in any state may obligate us to pay the purchasers certain fees.
where the offer or sale is not THE TRUSTS
permitted. The Trusts are each Delaware business trusts that may
WE MAY OFFER AND SELL, IN ONE offer and sell preferred securities in one or more
OR MORE OFFERINGS, CERTAIN offerings. Each Trust will use all of the proceeds from
DEBT AND EQUITY SECURITIES. the sale of its preferred securities to buy subordinated
THE TOTAL OFFERING PRICE OF debt securities of Boise Cascade Corporation. The Trust
THESE SECURITIES, IN THE will receive cash payments from the subordinated debt
AGGREGATE, WILL NOT EXCEED securities, which it will distribute to the holders of
$300,000,000. WE WILL PROVIDE its preferred and common securities. Boise Cascade
THE SPECIFIC TERMS AND THE Corporation will own all of the common securities of the
INITIAL PUBLIC OFFERING PRICE Trusts, and will unconditionally guarantee the Trusts'
FOR EACH OFFERING IN A obligation to distribute cash to the holders of Trust
SUPPLEMENT TO THIS PROSPECTUS. preferred securities.
YOU SHOULD CAREFULLY READ THIS
PROSPECTUS AND THE SUPPLEMENT
BEFORE YOU DECIDE TO INVEST.
This prospectus may not be
used to sell securities unless
accompanied by a prospectus
supplement.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is March , 1999
TABLE OF CONTENTS
PAGE
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Certain Forward-Looking Statements......................................................................... 2
About this Prospectus...................................................................................... 3
Boise Cascade.............................................................................................. 3
The Trusts................................................................................................. 3
Use of Proceeds............................................................................................ 5
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends............................................................................ 5
Description of the Securities We May Offer................................................................. 5
Description of Common Stock................................................................................ 8
Description of Preferred Stock............................................................................. 9
Description of Depositary Shares........................................................................... 14
Description of Debt Securities............................................................................. 17
Description of Warrants.................................................................................... 28
Description of the Purchase Contracts and the Units........................................................ 29
Description of the Trust Preferred Securities.............................................................. 29
Description of the Trust Preferred Securities Guarantee.................................................... 34
Relationship Among the Trust Preferred Securities, the Trust Preferred Securities
Guarantee and the Subordinated Debt Securities Held by the Trust......................................... 37
Plan of Distribution....................................................................................... 37
Validity of Offered Securities............................................................................. 39
Experts.................................................................................................... 39
Where You Can Find More Information........................................................................ 40
Incorporation by Reference................................................................................. 40
CERTAIN FORWARD-LOOKING STATEMENTS
Certain statements made in this prospectus or incorporated by reference in
this prospectus may constitute forward-looking statements. Because these
forward-looking statements include risks and uncertainties, actual results may
differ materially from those expressed in or implied by the statements. Factors
that could cause actual results to differ include, among other things:
- changes in domestic or foreign competition;
- increases in industry capacity through construction of new mills or
conversion of older facilities to produce competitive products;
- variations in demand for our products;
- changes in the cost for or the availability of raw materials, particularly
market pulp and wood;
- the cost of compliance with new environmental laws and regulations;
- changes in same-location sales;
- inability to achieve cost structure improvements in our businesses;
- the pace and success of new initiatives and acquisitions;
- the integration of information systems, particularly in our office
products business;
- the success of computer-based system enhancements;
- business interruption caused by Y2K issues;
- occurrence of natural disasters, including fire, wind or insect damage to
timberlands; and
- changes in general economic conditions both domestically and abroad.
2
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that we filed
with the SEC. By using a shelf registration statement, we may sell, from time to
time, in one or more offerings, any combination of the securities described in
this prospectus. The total dollar amount of the securities we sell through these
offerings will not exceed $300,000,000.
This prospectus only provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that contains specific information about the terms of
those securities. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with the additional information described
under the heading "Where You Can Find More Information."
This prospectus does not contain separate financial statements for the
Trusts. We do not believe these financial statements would be useful since each
Trust is our direct or indirect wholly-owned subsidiary, and we file
consolidated financial information under the Exchange Act. The Trusts will not
have any independent function other than to issue common and preferred
securities and to purchase our subordinated debt securities. We will provide a
full, unconditional guarantee of each Trust's obligations under its common and
preferred securities.
You should rely only on the information contained or incorporated by
reference in this prospectus and the prospectus supplement. We have not, and the
underwriters have not, authorized any other person to provide you with different
information. If anyone provides you with different information, you should not
rely on it. We will not, and the underwriters will not, make an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus, as well as
information we previously filed with the SEC and incorporated by reference, is
accurate as of the date on the front cover of this prospectus only. Our
business, financial condition, results of operations and prospects may have
changed since that date.
BOISE CASCADE
Boise Cascade Corporation is a major distributor of office products and
building materials and an integrated manufacturer and distributor of paper and
wood products. We also own and manage over 2 million acres of timberland in the
United States.
Boise Cascade is a Delaware corporation, and our principal executive office
is located at 1111 West Jefferson Street, Boise, Idaho 83728-0001, telephone
208/384-6161. All references to "we," "us," or "Boise Cascade" in this
prospectus mean, unless the context otherwise indicates, Boise Cascade
Corporation and its consolidated subsidiaries.
THE TRUSTS
Each of the Trusts is a statutory business trust formed under Delaware law
pursuant to (i) a separate declaration of trust executed by Boise Cascade, as
depositor, and the trustees (described below) for the trust and (ii) the filing
of a certificate of trust with the Delaware Secretary of State. Each Trust's
declaration will be amended and restated substantially in the form filed as an
exhibit to the registration statement, as of the date the securities of that
Trust are initially issued. Each amended declaration will be qualified as an
indenture under the Trust Indenture Act of 1939.
3
Each Trust exists solely for the purposes of:
- issuing preferred securities and common securities representing undivided
beneficial interests in the assets of that trust;
- investing the proceeds of those securities issuances in junior
subordinated debt securities of Boise Cascade; and
- engaging only in other incidental activities.
Boise Cascade will own, directly or indirectly, all of the common securities
of each Trust. The common securities will generally rank equally in right of
payment with the preferred securities, and payments on both will be made pro
rata. However, upon an event of default under the Trust's amended declaration,
the rights of the holders of the common securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise will be
subordinated to the rights of the holders of the preferred securities. The
aggregate liquidation amount of the common securities will equal 3% of the total
capital of each Trust.
Each Trust has a term of approximately 55 years, but may terminate earlier
as provided in its amended declaration. The business and affairs of each Trust
will be conducted by the trustees appointed by Boise Cascade, as the direct or
indirect holder of all the common securities of that Trust. Boise Cascade, as
holder of all of the common securities, will be entitled to appoint, remove or
replace any of the trustees of each Trust.
The duties and obligations of the trustees shall be governed by the amended
declaration of each Trust. A majority of the trustees of each Trust will be
persons who are employees or officers of or affiliated with Boise Cascade. In
limited circumstances to be set forth in the prospectus supplement, the holders
of a majority of the preferred securities will be entitled to appoint one
additional trustee, who need not be an employee or officer of or otherwise
affiliated with Boise Cascade.
One trustee of each Trust will be a financial institution which will be
unaffiliated with Boise Cascade and which shall act as property trustee and as
indenture trustee for purposes of the Trust Indenture Act, pursuant to the terms
set forth in the prospectus supplement. The property trustee will hold title to
the junior subordinated debt securities for the benefit of the holders of the
Trust securities. The property trustee will have the power to exercise all
rights, powers and privileges under the indenture related to the junior
subordinated debt securities. In addition, the property trustee will maintain
exclusive control of a segregated non-interest bearing bank account, a "Property
Account," to hold all payments made in respect of the junior subordinated debt
securities. The property trustee will make payments of distributions and
payments on liquidation, redemption and otherwise to the Property Account.
The rights of the holders of the trust securities, including economic
rights, rights to information and voting rights, are set forth in the amended
declaration of each Trust, the Delaware Business Trust Act and the Trust
Indenture Act. Boise Cascade will pay all fees and expenses related to the
Trusts and the offering of trust securities. The office of the Delaware trustee
for each Trust in the State of Delaware is Wilmington Trust Company, 1100 North
Market Street, Wilmington, Delaware 19890. The principal place of business of
the Trust will be c/o Boise Cascade Corporation, 1111 West Jefferson Street,
P.O. Box 50, Boise, Idaho 83728-0001.
4
USE OF PROCEEDS
Unless we have indicated otherwise in the accompanying prospectus
supplement, we expect to use the net proceeds we receive from any offering of
these securities for our general corporate purposes, including working capital,
repayment or reduction of debt, and capital expenditures. We may also use
proceeds for acquisition of new facilities, real property, or other business
enterprises. Each of the Trusts will use the net proceeds from the sale of its
preferred securities to purchase a series of junior subordinated debt securities
from Boise Cascade. We also expect to use the net proceeds from the sale of
those junior subordinated debt securities for the purposes described in this
section.
RATIO OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
YEAR ENDED DECEMBER 31
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1994 1995 1996 1997 1998
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Ratio of earnings to fixed charges (1)................. -- 4.18 -- -- --
Ratio of earnings to combined fixed charges and
preferred stock dividends (1)........................ -- 3.34 -- -- --
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(1) Earnings before fixed charges and earnings before combined fixed charges and
preferred stock dividends were inadequate to cover total fixed charges and
total combined fixed charges and preferred stock dividends by $88,207,000,
$5,602,000, $50,666,000 and $33,499,000 for the years ended December 31,
1994, 1996, 1997 and 1998.
For any further information on the Ratio of Earnings to Fixed Charges,
please see our most recent Form 10-K. For any further information on the Ratio
of Earnings to Combined Fixed Charges and Preferred Stock Dividends, please see
Exhibit 12.2 to the registration statement.
DESCRIPTION OF THE SECURITIES WE MAY OFFER
Boise Cascade may issue, in one or more offerings:
- common stock, par value $2.50 per share;
- preferred stock, no par value per share, which may be issued in the form
of depositary shares representing fractions of shares of preferred stock;
- debt securities, which may be senior or subordinated;
- warrants to purchase other securities; and
- purchase contracts.
We may also offer and sell units comprised of two or more different
securities listed above.
The Trusts may issue, from time to time, in one or more offerings, Trust
preferred securities that will be unconditionally guaranteed by Boise Cascade.
This prospectus contains a summary of the material and general terms of the
various securities that we or the Trusts may offer. The prospectus supplement
relating to any particular securities offered will describe the specific terms
of the securities, which may be in addition to or different from the general
terms summarized in this prospectus. The summary in this prospectus and in any
prospectus supplement does not describe every aspect of the securities and is
subject to and qualified in its entirety by reference to all applicable
provisions of the documents relating to the securities offered, as described in
the sections below. These documents are or will be filed as exhibits to or
incorporated by reference in the registration statement.
5
In addition, the prospectus supplement will set forth the terms of the
offering, the initial public offering price and net proceeds to Boise Cascade.
Where applicable, the prospectus supplement will also describe any material
United States federal income tax considerations relating to the securities
offered and indicate whether the securities offered are or will be listed on any
securities exchange.
BOOK-ENTRY SYSTEM
Boise Cascade or the Trusts may issue securities in the form of one or more
fully registered global securities. These will be deposited with, or on behalf
of, the Depository Trust Company ("DTC") and registered in the name of its
nominee. Except as described below, the global securities may be transferred, in
whole and not in part, only to DTC or to another nominee of DTC.
DTC has advised Boise Cascade that it is:
- A limited-purpose trust company organized under the laws of the state of
New York;
- A member of the Federal Reserve System;
- A "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
- A "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934.
DTC was created to hold securities for institutions that have accounts with
DTC ("participants") and to facilitate the clearance and settlement of
securities transactions among its participants through electronic book-entry
changes in participants' accounts. DTC's participants include securities brokers
and dealers, banks, trust companies, clearing corporations and certain other
organizations, some of whom (and/or their representatives) own DTC. Access to
DTC's book-entry system is also available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. DTC administers
its book-entry system in accordance with its rules and bylaws and legal
requirements.
Upon issuance of a global security representing offered securities, DTC will
credit (on its book-entry registration and transfer system) the principal amount
to participants' accounts. Ownership of beneficial interests in the global
security will be limited to participants or to persons that hold interests
through participants. Ownership of interests in the global security will be
shown on, and the transfer of those ownership interests will be effected only
through, records maintained by DTC (with respect to participants' interests) and
the participants (with respect to the owners of beneficial interests in the
global security). The laws of some jurisdictions may require that certain
purchasers of securities take physical delivery of those securities in
definitive form. These limits and laws may impair the ability to transfer
beneficial interests in a global security.
So long as DTC (or its nominee), is the registered holder and owner of a
global security, DTC (or its nominee) will be considered, for all purposes under
the applicable indenture, the sole owner and holder of the related offered
securities. Except as described below, owners of beneficial interests in a
global security will not:
- be entitled to have the offered securities registered in their names; or
- receive or be entitled to receive physical delivery of certificated
offered securities in definitive form.
Each person owning a beneficial interest in a global security must rely on
DTC's procedures (and, if that person holds through a participant, on the
participant's procedures) to exercise any rights of a holder of offered
securities under the global security or any applicable indenture, or otherwise.
The indentures provide that DTC may grant proxies and otherwise authorize
participants to take any action which it (as the holder of a global security) is
entitled to take under the indentures or the global security. We understand that
under existing industry practice, if Boise Cascade or a Trust requests any
action of holders or an owner of a beneficial interest in a global security
desires to take any action that
6
DTC (as the holder of the global security) is entitled to take, DTC would
authorize the participants to take that action and the participants would
authorize their beneficial owners to take the action or would otherwise act upon
the instructions of their beneficial owners.
Boise Cascade or the Trusts will make payments with respect to securities
represented by a global security to DTC. We expect that DTC, upon receipt of any
payments, will immediately credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests. We also expect
that payments by participants to owners of beneficial interests in a global
security held through them will be governed by standing instructions and
customary practices (as is the case with securities held for customers' accounts
in "street name") and will be the responsibility of the participants. None of
Boise Cascade, the Trusts or any trustee will have any responsibility or
liability for:
- any aspect of the records relating to, or payments made on account of,
beneficial ownership interests in a global security for any securities;
- maintaining, supervising, or reviewing any records relating to any
beneficial ownership interests;
- any other aspect of the relationship between DTC and its participants; or
- the relationship between the participants and the owners of beneficial
interests in a global security.
Unless and until they are exchanged in whole or in part for certificated
securities in definitive form, the global securities may not be transferred
except as a whole by DTC to its nominee or by its nominee to DTC or another
nominee.
The securities of any series represented by a global security may be
exchanged for certificated securities in definitive form if:
- DTC notifies us that it is unwilling or unable to continue as depositary
for the global security or if at any time it ceases to be a clearing
agency registered under the Securities Exchange Act of 1934;
- Boise Cascade decides at any time not to have the securities of that
series represented by a global security and so notifies the Trustee; or
- In the case of debt securities, an event of default has occurred and is
continuing with respect to the debt securities.
If there is such an exchange, we will issue certificated securities in
authorized denominations and registered in such names as DTC directs. Subject to
the foregoing, the global securities are not exchangeable, except for a global
security(ies) of the same aggregate denomination to be registered in DTC's or
its nominee's name.
7
DESCRIPTION OF COMMON STOCK
Boise Cascade's authorized capital stock consists of 200,000,000 shares of
common stock and 10,000,000 shares of preferred stock. We describe the preferred
stock under the heading "Description of Preferred Stock" below.
This section summarizes the material and general terms of the common stock.
The prospectus supplement relating to the common stock offered will set forth
the number of shares offered, the initial offering price and market price,
dividend information and any other relevant information. The summary in this
section and in the prospectus supplement does not describe every aspect of the
common stock and is subject to and qualified in its entirety by reference to all
the provisions of the Boise Cascade's Restated Certificate of Incorporation,
Boise Cascade's by-laws and the Delaware General Corporation Law. The Restated
Certificate of Incorporation and the by-laws are incorporated by reference in
the registration statement.
TERMS OF THE COMMON STOCK
As of February 28, 1999, there were 56,371,927 shares of common stock issued
and outstanding, and 9,964,069 shares reserved for issuance under Boise
Cascade's stock option plans and under outstanding convertible securities.
The holders of common stock have one vote for each share held. Subject to
the prior rights of holders of any issued and outstanding preferred stock or
that may be issued in the future, holders of common stock are entitled to
receive such dividends as the Board of Directors may declare from time to time
out of funds legally available therefor. In the event of a liquidation (whether
voluntary or involuntary) or reduction in Boise Cascade's capital resulting in
any distribution of assets to stockholders, the holders of common stock are
entitled to receive, pro rata according to the number of the shares held by
each, all of the assets of Boise Cascade remaining for distribution after
payment to creditors and the holders of any issued and outstanding preferred
stock of the full preferential amounts to which they are entitled.
Holders of common stock do not have preemptive rights to subscribe for and
purchase any new or additional issue of common stock or securities convertible
into common stock. Shares of the common stock are not subject to redemption.
The outstanding shares of common stock are listed on the New York Stock
Exchange and the Chicago Stock Exchange. The co-transfer agent (together with
Boise Cascade) and registrar of the common stock is First Chicago Trust Company
of New York.
SHAREHOLDER RIGHTS PLAN
Boise Cascade has had a shareholder rights plan since January 1986. The
current plan took effect in December 1998. At that time, the rights under the
previous plan expired and we distributed to our common stockholders one new
right for each common share held. Rights will be issued with each share of
common stock issued before the rights become exercisable. The rights become
exercisable ten days after a person or group acquires 15% of Boise Cascade's
outstanding voting securities or ten business days after a person or group
commences or announces an intention to commence a tender or exchange offer that
could result in the acquisition of 15% of the those securities. Each full right,
if it becomes exercisable, entitles the holder to purchase one share of common
stock at a purchase price of $175 per share, subject to adjustment. In addition,
upon the occurrence of certain events, and upon payment of the then-current
purchase price, the rights may "flip in" and entitle holders to buy common
stock, or "flip over" and entitle holders to buy common stock in an acquiring
entity, in such amount that the market value is equal to twice the purchase
price. The rights are nonvoting and may be redeemed by Boise Cascade for one
cent per Right at any time before they become exercisable. The rights expire in
December 2008.
PROVISIONS WITH POSSIBLE ANTI-TAKEOVER EFFECTS
Various provisions of Boise Cascade's Restated Certificate of Incorporation,
by-laws, and shareholder rights plan and the Delaware
8
General Corporation law may hinder or delay any transaction involving Boise
Cascade that might result in a change of control.
As discussed above, Boise Cascade has adopted a shareholder rights plan
which has the effect of providing stockholders with the right to purchase shares
of common stock or securities of an acquiring company at half the market price
under certain circumstances involving a potential change in control of Boise
Cascade that has not been approved by the Board of Directors. In addition, the
Delaware General Corporation Law provides, among other things, that any
beneficial owner of 15% or more of Boise Cascade's voting stock is prohibited,
without the prior approval of the Board of Directors, from entering into any
business combination with Boise Cascade for three years from the date that 15%
ownership interest is acquired unless the combination otherwise satisfies
Section 203 of the Delaware General Corporation Law. Additionally, the "fair
price provisions" of the Restated Certificate of Incorporation require that
certain proposed business combinations between Boise Cascade and an "interested
party" (a beneficial owner of 10% or more of the voting power of Boise Cascade)
must be approved by the holders of a majority of the voting power of Boise
Cascade held by stockholders other than the interested party, unless certain
fair price and procedural requirements are met or the directors of Boise Cascade
who are not affiliated with the interested party approve the business
combination. A vote of the holders of 80% of the voting power of Boise Cascade
is required to amend the fair price provisions of the Restated Certificate of
Incorporation, unless the amendment is unanimously recommended by the Board of
Directors, and none of the directors are affiliated with the interested party.
The Restated Certificate of Incorporation and by-laws contain other
provisions which may be viewed as having an anti-takeover effect. The Restated
Certificate of Incorporation classifies the Board of Directors into three
classes and provides that vacancies on the Board of Directors may only be filled
by a majority vote of the remaining directors and that directors so chosen shall
hold office until the end of the full term of the class in which the vacancy
occurred. Under the Restated Certificate of Incorporation, a director may be
removed from office only with cause and only by the affirmative vote of the
holders of at least 80% of the voting power of Boise Cascade. A vote of the
holders of 80% of the voting power of Boise Cascade is required to amend these
provisions.
Boise Cascade is not required to seek stockholder approval prior to
designating any future series of preferred stock. Such preferred stock could be
issued by the Board of Directors in one or more transactions with terms which
might make the acquisition of a controlling interest in Boise Cascade more
difficult or costly.
The Restated Certificate of Incorporation and the by-laws also contain
provisions that may reduce surprise and disruptive tactics at stockholders'
meetings. The Restated Certificate of Incorporation provides that no action may
be taken by stockholders except at an annual meeting or special meeting, and the
by-laws do not permit stockholders to directly call a special meeting of
stockholders. A stockholder must give written notice to Boise Cascade of an
intention to nominate a director for election at an annual meeting not less than
30 days nor more than 60 days prior to the meeting, with certain exceptions.
Each of these provisions tends to make a change of control of the Board of
Directors more difficult and time consuming.
DESCRIPTION OF PREFERRED STOCK
This section summarizes the material and general terms of the preferred
stock that we may offer. The prospectus supplement relating to a particular
series of preferred stock offered will describe the specific terms of that
series, which may be in addition to or different from the general terms
summarized in this section. The summary in this section and in any prospectus
supplement does not describe every aspect of the preferred stock and is subject
to and qualified in its entirety by reference to all the provisions of Boise
Cascade's Restated Certificate of
9
Incorporation, the Certificate of Designation relating to the applicable series
of preferred stock, and the Delaware General Corporation Law. The Certificate of
Designation will be filed as an exhibit to or incorporated by reference in the
registration statement.
AUTHORITY OF THE BOARD TO ISSUE PREFERRED STOCK
Under the Restated Certificate of Incorporation, the Board has the
authority, without further stockholder action, to issue from time to time up to
a maximum of 10,000,000 shares of preferred stock, in one or more series and for
such consideration as may be fixed from time to time by the Board. The Board has
the authority to fix, before the issuance of any shares of preferred stock of a
particular series, the designation of the series, the number of shares to
comprise the series, the dividend rate or rates payable with respect to the
shares of the series, the redemption price or prices, if any, and the terms and
conditions of any redemption, the voting rights, any sinking fund provisions for
the redemption or purchase of the shares of the series, the terms and conditions
upon which the shares are convertible or exchangeable, if they are convertible
or exchangeable, amounts receivable by holders of the series upon liquidation,
dissolution or winding up, and any other relative rights, preferences and
limitations pertaining to the series. As of February 28, 1999, there were
6,745,347 shares of Convertible Preferred Stock, Series D, $.01 stated value,
authorized and 5,325,741 shares outstanding.
The prospectus supplement relating to the particular series of preferred
stock will describe the specific terms of the series, including:
- the designation, stated value and liquidation preference of the series,
the number of shares comprising the series and the number of shares
offered;
- the initial public offering price;
- the dividend rate or rates (or method of calculation), the dividend
periods, the date or dates on which dividends shall be payable and whether
dividends shall be cumulative or noncumulative and, if cumulative, the
dates from which dividends will begin to cumulate;
- any redemption or sinking fund provisions;
- any conversion or exchange provisions;
- the procedures for any auction and remarketing of the series;
- whether interests in the shares of the series will be represented by
depositary shares;
- the voting powers, if any (not to exceed one vote per share), of the
shares of the series, in addition to those set forth below; and
- any additional dividend, liquidation, redemption, sinking fund and other
rights, preferences, privileges, limitations and restrictions of the
series.
As described under "Description of Depositary Shares," Boise Cascade may, at
its option, elect to offer depositary shares evidenced by depositary receipts,
each representing a fraction (to be specified in the prospectus supplement) of a
share of the particular series of the preferred stock issued and deposited with
a depositary, in lieu of offering full shares of that series of the preferred
stock.
The preferred stock of each series shall rank on a parity with the preferred
stock of every other series, and shall rank senior to the common stock in
priority of payment of dividends and in the distribution of assets in the event
of any liquidation, dissolution or winding up of Boise Cascade, to the extent of
the preferential amounts to which the preferred stock of the respective series
shall be entitled.
Upon issuance, the shares of preferred stock will be fully paid and
nonassessable. holders of preferred stock have no preemptive rights. Shares of
preferred stock redeemed, converted or otherwise reacquired by Boise Cascade
shall resume the status of authorized and unissued shares of preferred stock,
undesignated as to series, and shall be available for subsequent issuance.
10
DIVIDENDS
The holders of the preferred stock of each series will be entitled to
receive, when and as declared by the Board of Directors, preferential dividends
in cash payable at the rate, from the date, and on the quarterly dividend
payment dates and, if cumulative, cumulative from the date or dates, set forth
in the prospectus supplement relating to that series, and no more. Any
arrearages in dividends on the preferred stock will not bear interest.
The preferred stock may limit Boise Cascade's ability to make payments with
respect to stock ranking junior to the preferred stock as to the payment of
dividends or the distribution of assets. As long as any of the preferred stock
is outstanding, Boise Cascade may only pay or declare dividends (other than
dividends payable in junior stock and cash in lieu of fractional shares) in cash
or otherwise, or make any other distribution, on any junior stock, if:
- there are no arrearages in dividends on preferred stock for any past
quarterly dividend period, and dividends in full for the current quarterly
dividend period have been paid or declared on all preferred stock; and
- Boise Cascade has paid or set aside any amounts required to be paid or set
aside for any purchase, retirement and sinking funds for the preferred
stock of any series; and
- Boise Cascade is not in default on any of its obligations to redeem any of
the preferred stock.
In addition, so long as any of the preferred stock is outstanding, neither
Boise Cascade nor any of its subsidiaries may purchase, redeem or otherwise
acquire any shares of any junior stock (except in connection with a
reclassification or exchange of any junior stock through the issuance of other
junior stock or the purchase, redemption or other acquisition of any junior
stock with proceeds of a reasonably contemporaneous sale of other junior stock)
nor may Boise Cascade set aside or make available any funds for any sinking fund
for the purchase or redemption of any junior stock, unless
- there are no arrearages in dividends on preferred stock for any past
quarterly dividend period; and
- Boise Cascade has paid or set aside any amounts then required to be paid
or set aside for any purchase, retirement and sinking funds for the
preferred stock of any series; and
- Boise Cascade is not in default on any of its obligations to redeem any of
the preferred stock.
Subject to the provisions described above, the Board of Directors may
declare and pay such dividends (payable in cash, property or junior stock) as
the Board may determine on the shares of any junior stock from time to time. If
such dividends are declared and paid, the holders of such junior stock will be
entitled, to the exclusion of holders of the preferred stock, to share ratably
in those dividends according to their respective interests.
Boise Cascade may not declare or pay or set apart for payment dividends in
full on any series of preferred stock unless there are no arrearages in
dividends on preferred stock for any past quarterly dividend period and
dividends in full for the current quarterly dividend period have been paid or
declared on all preferred stock to the extent that such dividends are
cumulative. Any dividends paid or declared when dividends are not so paid or
declared in full will be shared ratably by the holders of all series of
preferred stock in proportion to such respective arrearages and unpaid and
undeclared current quarterly cumulative dividends.
LIQUIDATION
In the event of any liquidation, dissolution or winding up of Boise Cascade,
whether voluntary or involuntary, the holders of preferred stock of each series
will be entitled to receive the full preferential amount set forth in the
prospectus supplement relating to that series, including any arrearages in
dividends on that series to the date fixed for the payment in liquidation,
before any distribution will be made to the holders of any junior stock. After
such
11
payment in full to the holders of the preferred stock, the remaining assets of
Boise Cascade will then be distributable exclusively among the holders of any
junior stock, according to their respective interests.
If the assets of Boise Cascade are insufficient to permit the payment of the
full preferential amounts payable to the holders of the preferred stock of the
respective series in the event of a liquidation, dissolution or winding up, then
the assets available for distribution to holders of the preferred stock will be
distributed ratably to those holders in proportion to the full preferential
amounts payable on the respective shares.
A consolidation or merger of Boise Cascade with or into one or more other
corporations or a sale of all or substantially all of the assets of Boise
Cascade will not be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary, of Boise Cascade.
REDEMPTION
The redemption rights and redemption price or prices for the preferred stock
of any series will be set forth in the prospectus supplement relating to that
series. The Restated Certificate of Incorporation provides that Boise Cascade
will not, without the approval of at least 66 2/3% of the shares of preferred
stock then outstanding, purchase or redeem less than all of the preferred stock
at the time outstanding unless the full cumulative dividend on all shares of
preferred stock then outstanding will have been paid or declared and set apart.
Unless expressly provided otherwise in the prospectus supplement relating to
the preferred stock of a series,
- notice of redemption will be mailed to record holders not less than 30
days nor more than 90 days prior to the date fixed for redemption; and
- in case of a partial redemption, the shares of the series to be redeemed
will be selected pro rata or by lot or in such other manner as the Board
of Directors may determine.
If any notice of redemption is duly given, then on and after the date fixed
in the notice of redemption any arrearages in dividends on the shares of
preferred stock called for redemption will cease to accumulate, unless Boise
Cascade will have defaulted in the payment or deposit of the redemption price
pursuant to the notice. On that date all rights of the holders of the preferred
stock so called for redemption will cease and terminate except the right to
receive the redemption price upon surrender of their certificates for
redemption.
Shares of preferred stock of any series may also be subject to redemption,
in the manner described above, through operation of any sinking or retirement
fund created for that series, at the redemption prices and under the terms and
provisions described in the prospectus supplement relating to that series.
Boise Cascade shall not be required to register a transfer of any share of a
series of preferred stock within 15 days preceding a selection for redemption of
shares of that series. Boise Cascade is also not required to register a transfer
of any share which has been selected for redemption.
If Boise Cascade does not pay in full any obligation to retire shares of all
series of preferred stock as to which such obligation exists, the number of each
such series to be retired pursuant to any such obligation will be in proportion
to the respective amounts which would be payable if all amounts payable for the
retirement of all such series were discharged in full.
VOTING RIGHTS
The holders of the shares of each series of preferred stock will be entitled
to such voting powers, if any (not to exceed one vote per share), as may be set
forth in the prospectus supplement relating to that series of preferred stock.
Any depositary shares will entitle the holders to the fractional vote specified
in the prospectus supplement.
If the equivalent of six quarterly dividends payable on any series of
preferred stock is in arrears, the number of directors will be
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increased by three and the holders of all series of preferred stock, voting as a
single class without regard to series, will be entitled to elect the additional
three directors until Boise Cascade has paid or declared and set apart for
payment four consecutive quarterly dividends, if the shares of the series are
non-cumulative, or paid or declared and set apart for payment all dividends in
arrears and dividends in full for the current quarterly period, if the shares of
the series are cumulative. As used in this paragraph, the term "series of
preferred stock" means any series of preferred stock to which the provisions set
forth in the preceding sentences are expressly made applicable by the Restated
Certificate of Incorporation or the resolutions of the Board of Directors
providing for the issue of that series. To the extent the terms of a series of
preferred stock differ from the terms of other series of preferred stock (as to
conversion rights, redemption or sinking fund provisions or other material
terms), the interests of the holders of the various series may differ or be
perceived by such additional directors to differ.
In addition, the holders of the preferred stock, and of each series of
preferred stock will have all of the voting rights which are described in the
paragraphs immediately following together with any other such rights required by
law.
Boise Cascade will not, without the approval of the holders of 66 2/3% of
all the shares of preferred stock then outstanding:
- amend, alter or repeal any of the provisions of the Restated Certificate
of Incorporation or the bylaws of Boise Cascade so as to affect adversely
the powers, preferences or rights of the holders of the preferred stock or
reduce the time for any notice to which only the holders of the preferred
stock may be entitled. An amendment of the Restated Certificate of
Incorporation to authorize or create, or to increase the authorized amount
of common stock or other junior stock or any class ranking on a parity
with the preferred stock will not be deemed to affect adversely the
powers, preferences or rights of the holders of the preferred stock;
- authorize or create, or increase the authorized amount of, any stock of
any class or any security convertible into stock of any class ranking
prior to the preferred stock;
- voluntarily dissolve, liquidate or wind up the affairs of Boise Cascade or
sell, lease or convey all or substantially all its property and assets;
- merge or consolidate with or into any other corporation, unless each
holder of preferred stock immediately preceding such merger or
consolidation receives in the resulting corporation the same number of
shares, with substantially the same rights and preferences, as correspond
to the preferred stock so held; or
- purchase or redeem less than all of the preferred stock at the time
outstanding unless Boise Cascade has paid or declared and set apart a sum
sufficient for payment of the full cumulative dividend on all shares of
preferred stock then outstanding.
Boise Cascade will not, without the approval of the holders of at least
66 2/3% of the shares of any series of preferred stock then outstanding, amend,
alter or repeal any of the provisions of the Restated Certificate of
Incorporation or the by-laws, or the provisions of the series, so as to affect
adversely the powers, preferences or rights of the holders of the preferred
stock of the series in a manner not equally applicable to all series of
preferred stock.
Boise Cascade will not, without the approval of the holders of at least a
majority of the shares of preferred stock then outstanding: (i) increase the
authorized amount of the preferred stock; or (ii) create any other class or
classes of stock ranking on a parity with the preferred stock, either as to
dividends or upon liquidation, or create any stock or other security convertible
into or exchangeable for or evidencing the right to purchase any such stock
ranking on a parity with the preferred stock, or increase the authorized number
of shares of any such other class of stock or other security.
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However, notwithstanding the provisions summarized in the preceding three
paragraphs, no such approval of the holders of the preferred stock shall be
required if, at or prior to the time when such amendment, issuance or other
event is to occur or take effect, as the case may be, provision is to be made
for the redemption of all shares of preferred stock at the time outstanding, or,
in the case of any such amendment, alteration or repeal as to which the consent
of less than all the preferred stock would otherwise be required, for the
redemption of all shares of preferred stock the consent of which would otherwise
be required.
CONVERSION OR EXCHANGE RIGHTS
The prospectus supplement relating to a series of preferred stock that is
convertible or exchangeable will state the terms on which shares of that series
are convertible or exchangeable into common stock, another series of preferred
stock or debt securities.
SERIES D PREFERRED STOCK
The Series D preferred stock was sold by Boise Cascade in July 1989 to the
trustee for Boise Cascade's Employee Stock Ownership Plan, a component of its
Savings and Supplemental Retirement Plan. The Series D preferred stock is
convertible into common stock at any time at the trustee's option at a
conversion ratio of .80357 share of common stock for each share of Series D
preferred stock and bears a cumulative annual dividend of $3.31875 per share.
Each share of Series D preferred stock is redeemable at Boise Cascade's option,
and is entitled to one vote and to a preference of $45 in liquidation. The
Series D preferred stock has a minimum redemption value equal to $45.33188 per
share until June 27, 1999 and $45 per share after June 27, 1999. The Series D
preferred stock is not registered with the Commission and may be held only by
the trustee.
DESCRIPTION OF DEPOSITARY SHARES
This section summarizes the material and general terms of the depositary
shares we may offer. The prospectus supplement relating to any particular
depositary shares offered will describe the specific terms of the depositary
shares, including, but not limited to, the specific terms of the preferred stock
represented by the depositary shares. The specific terms may be in addition to
or different from the general terms summarized in this section. The summary in
this section and in any prospectus supplement does not describe every aspect of
the depositary shares or the preferred stock represented by the depositary
shares and is subject to and qualified in its entirety by reference to all the
provisions of the Deposit Agreement and the depositary receipt. The forms of the
Deposit Agreement and the depositary receipt are or will be filed as exhibits to
or incorporated by reference in the registration statement.
Boise Cascade may, at its option, elect to offer fractional shares, rather
than full shares, of any series of preferred stock. Each fractional share of
preferred stock will be represented by a depositary share pursuant to the terms
of a Deposit Agreement among Boise Cascade, a bank or trust company selected by
Boise Cascade to act as Depositary and all holders from time to time of
depositary receipts issued thereunder. The depositary shares will be evidenced
by depositary receipts. Subject to the terms of the Deposit Agreement, each
owner of a depositary share will be entitled, proportionately, to all the
rights, preferences and privileges of the fractional share of preferred stock
represented by that depositary share (including dividend, voting and liquidation
rights), and subject to all of the limitations of the fractional share of
preferred stock represented thereby. Such rights and limitations are either
summarized above under "Description of Preferred Stock" or set forth in the
prospectus supplement relating to such series of preferred stock. The prospectus
supplement will discuss the United States federal income tax considerations
which apply to the depositary shares.
14
ISSUANCE OF DEPOSITARY RECEIPTS AND WITHDRAWAL OF PREFERRED STOCK FROM DEPOSIT
Upon the issuance of the shares of any series of preferred stock to be
represented by depositary shares, Boise Cascade will deposit those shares of
preferred stock with the Depositary, which will then issue and deliver the
depositary receipts to Boise Cascade. Boise Cascade will, in turn, deliver the
depositary receipts to the purchasers of the preferred stock. Depositary
receipts will be issued evidencing only whole depositary shares.
Upon surrender of depositary receipts to the depositary the owner of the
depositary shares evidenced by the depositary receipts is entitled to delivery
of certificates evidencing the number of shares of preferred stock, but only in
whole shares of preferred stock, represented by such depositary receipts. If the
depositary receipts delivered by the holder evidence a number of depositary
shares in excess of the number of whole shares of preferred stock to be
withdrawn, the Depositary will deliver to such holder at the same time a new
depositary receipt evidencing the excess number of depositary shares. Boise
Cascade does not expect that there will be any public trading market for the
shares of preferred stock of such series except as represented by the depositary
shares.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all cash dividends or other cash
distributions received in respect of the preferred stock to the record holders
of depositary shares representing the preferred stock in proportion to the
numbers of depositary shares owned by those holders on the relevant record date.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of depositary shares
entitled to the distribution, unless the Depositary determines that it is not
feasible to make such distribution, in which case the Depositary may, with the
approval of Boise Cascade, sell such property and distribute the net proceeds
from such sale to such holders.
REDEMPTION, CONVERSION OR EXCHANGE OF DEPOSITARY SHARES
If a series of the preferred stock underlying the depositary shares is
subject to redemption, conversion or exchange, the depositary shares will be
redeemed from the proceeds received by the Depositary from any redemption of the
preferred stock held by the Depositary, or converted or exchanged for the common
stock or debt securities issued upon conversion of or in exchange for the
preferred stock. The redemption, conversion or exchange price per depositary
share will be equal to the applicable fraction of the redemption price per share
or market value of common stock or debt securities per depositary share payable
with respect to such series of the preferred stock. If less than all the
depositary shares are to be redeemed, converted or exchanged, the depositary
shares to be redeemed, converted or exchanged will be selected by lot or pro
rata or by any other equitable method as may be determined by Boise Cascade.
After the date fixed for redemption, conversion or exchange (which will be
the same date as the redemption, conversion or exchange date for the preferred
stock), the depositary shares called for redemption or exchange will no longer
be deemed to be outstanding and all rights of the holders of the depositary
shares will cease, except the right to receive any money or other property to
which the holders of such depositary shares were entitled upon such redemption,
conversion or exchange upon surrender to the Depositary of the depositary
receipts evidencing such depositary shares.
VOTING
Upon receipt of notice of any meeting at which the holders of the preferred
stock are entitled to vote, the Depositary will mail the information contained
in the notice of meeting to the record holders of the depositary shares relating
to such preferred stock. Each record holder for such depositary shares on the
record date (which will be the same date as the record date for the preferred
stock) will be entitled to instruct the Depositary as to the exercise of the
voting rights pertaining to the number of shares
15
of preferred stock underlying such holder's depositary shares. The Depositary
will endeavor, to the extent practicable, to vote the number of shares of
preferred stock underlying such depositary shares in accordance with such
instructions, and Boise Cascade will agree to take all action which may be
deemed necessary by the Depositary in order to enable the Depositary to do so.
The Depositary will abstain from voting shares of preferred stock to the extent
the Depositary does not receive specific instructions from the holders of
depositary shares relating to such shares.
AMENDMENT OF THE DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between Boise Cascade and the Depositary. However, any amendment which imposes
or increases any fees, taxes, or other charges upon holders of depositary
receipts (other than taxes and other governmental charges, fees, and other
expenses payable by such holders as stated under "Charges of Depositary"), or
which otherwise prejudices any substantial existing right of holders of
depositary receipts, will not take effect as to outstanding depositary receipts
until the expiration of 30 days after notice of such amendment has been mailed
to the record holders of outstanding depositary receipts. Every holder of
depositary receipts at the time any such amendment becomes effective shall be
deemed to consent and agree to such amendment and to be bound by the Deposit
Agreement as amended.
CHARGES OF DEPOSITARY
Boise Cascade will pay all transfer and other taxes and governmental charges
that arise solely from the existence of the depositary arrangements. Boise
Cascade will pay the charges of the Depositary in connection with the initial
deposit of the preferred stock and any redemption or exchange of the preferred
stock. Holders of depositary shares will pay all other transfer and other taxes
and governmental charges, and, in addition, any other charges that are expressly
provided in the Deposit Agreement to be for their accounts.
NOTICE, LIMITATION ON OBLIGATIONS
The Depositary will forward to the holders of depositary shares all reports
and communications from Boise Cascade which Boise Cascade is required to furnish
to the holders of the preferred stock.
Neither the Depositary nor Boise Cascade will be liable if it is prevented
or delayed by law or any circumstance beyond its control in performing its
obligations under the Deposit Agreement. The obligations of Boise Cascade and
the Depositary under the Deposit Agreement will be limited to performance in
good faith of their duties under the Deposit Agreement and they will not be
obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or preferred stock unless satisfactory indemnity is furnished.
We and the Depositary may rely upon written advice of counsel or accountants, or
information provided by persons presenting preferred stock for deposit, holders
of depositary shares or other persons believed to be competent, and on documents
believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY; TERMINATION OF THE DEPOSIT AGREEMENT
The Depositary may resign at any time by delivering to Boise Cascade notice
of its election to do so, and Boise Cascade may at any time remove the
Depositary. Any such resignation or removal will take effect upon the
appointment of a successor Depositary and its acceptance of such appointment.
Boise Cascade will appoint such successor Depositary within 45 days after
delivery of the notice of resignation or removal. Boise Cascade or the
Depositary may terminate the Deposit Agreement if a period of 45 days has
expired after the Depositary delivered to Boise Cascade written notice of its
election to resign and a successor depositary has not been appointed. Upon
termination of the Deposit Agreement, the Depositary will discontinue the
transfer of depositary receipts, will suspend the distribution of dividends to
the holders of depositary receipts, and will not give any further notices (other
than notice of such termination) or perform any further acts under the Deposit
Agreement except that the Depositary will
16
continue to collect dividends and other distributions pertaining to the
preferred stock, will sell rights, preferences or privileges as provided in the
Deposit Agreement and will continue to deliver preferred stock certificates
together with such dividends and distributions and the net proceeds of any sales
of rights, preferences, privileges, or other property in exchange for depositary
receipts surrendered. At any time after the expiration of two years from the
date of termination, the Depositary may sell the preferred stock and hold the
proceeds of such sale, without interest, for the benefit of the holders of
depositary receipts who have not then surrendered their depositary receipts.
After making such sale, the Depositary will be discharged from all obligations
under the Deposit Agreement except to account for such proceeds. In the event
the Deposit Agreement is terminated, Boise Cascade will use its best efforts to
list the underlying shares of preferred stock on any stock exchange on which
such depositary shares were listed.
DESCRIPTION OF DEBT SECURITIES
The debt securities will be unsecured general obligations of Boise Cascade
and may include:
- senior debt securities, to be issued under the Senior Indenture;
- subordinated debt securities, to be issued under the Subordinated
Indenture; or
- junior subordinated debt securities, to be issued under the Junior
Subordinated Indenture.
The junior subordinated debt securities will be issued solely to one or more
of the Trusts and will be purchased by the Trusts using proceeds from issuances
of trust securities.
This section summarizes the material and general terms of the debt
securities we may offer. The prospectus supplement relating to any particular
debt securities offered will indicate whether the debt securities are senior
debt securities, subordinated debt securities or junior subordinated debt
securities, and will describe the specific terms of the debt securities, which
may be in addition to or different from the general terms summarized in this
section. The summary in this section and in any prospectus supplement does not
describe every aspect of the Senior Indenture, Subordinated Indenture or Junior
Subordinated Indenture or the debt securities, and is subject to and qualified
in its entirety by reference to all the provisions of the applicable indenture
and the debt securities. The forms of the Senior Indenture, Subordinated
Indenture and Junior Subordinated Indenture and the forms of the debt securities
are or will be filed as exhibits to or incorporated by reference in the
registration statement.
PROVISIONS APPLICABLE TO ALL DEBT SECURITIES
The indentures do not limit the amount of debt securities which may be
issued under the Indenture and provide that debt securities may be issued in
principal amounts which may be authorized from time to time. The debt securities
may be issued from time to time in one or more series. Unless otherwise
specified in the prospectus supplement, the senior debt securities will be
unsecured and will rank equally with all other unsecured and unsubordinated
indebtedness of Boise Cascade. The subordinated debt securities and the junior
subordinated debt securities will be subordinated in right of payment to the
prior payment in full of the Senior Indebtedness of Boise Cascade, as described
below under "Subordination of Subordinated Debt Securities" and in the
applicable prospectus supplement.
Each prospectus supplement will describe the following terms of the offered
debt securities:
- The title;
- Any limit on the aggregate principal amount;
- The date(s) the principal is payable;
- The interest rate(s), if any, and the date(s) from which the interest
accrues;
17
- The dates on which the interest, if any, is payable and the regular record
dates for the interest payment dates;
- Whether the offered debt securities are redeemable at our option and the
redemption price(s) and other redemption terms and conditions;
- Whether we are obligated to redeem or purchase the offered debt securities
according to any sinking fund or similar provision or at the holder's
option and the price(s), period(s), and terms and conditions of that
redemption or purchase obligation;
- Whether the offered debt securities are subordinated debt securities and
the terms of subordination;
- Whether the offered debt securities are junior subordinated debt
securities;
- If other than the principal amount, the portion of the principal amount
payable if the maturity of the offered debt securities is accelerated;
- Whether the provisions relating to Satisfaction, Discharge, and Defeasance
described below apply;
- If other than United States Dollars, the currency or currencies of payment
of principal and any premium and interest (which may include the Euro);
- If payments are based on an index, the manner in which the amount of
principal payments and any premium and interest is to be determined;
- Boise Cascade's right, if any, to defer payment of interest and the
maximum length of any deferral period;
- If applicable, the terms of any right to convert or exchange the offered
debt securities into common stock or other securities of Boise Cascade;
- If other than denominations of $1,000 and any integral multiple of $1,000,
the denominations in which offered debt securities of the series will be
issuable;
- Whether the offered debt securities will be issued in whole or in part in
the form of a global security; the terms and conditions, if any, upon
which the global security may be exchanged in whole or in part for other
definitive debt securities; and the depositary for the global security,
which depositary must be a clearing agency registered under the Exchange
Act;
- Any authenticating or paying agents, registrars, conversion agents or any
other agents with respect to the offered debt securities; and
- Any other terms.
Debt securities may be issued and sold at a substantial discount below their
principal amount. The prospectus supplement will describe any special United
States federal income tax consequences and other considerations which apply to
debt securities issued at a discount or to any offered debt securities
denominated or payable in a foreign currency or currency unit.
MODIFICATION AND WAIVER
Boise Cascade and the trustee may amend each indenture with the consent of
the holders of not less than 66 2/3% in aggregate principal amount of the
outstanding debt securities of each series issued under the indenture. However,
Boise Cascade and the trustee may not, without the consent of the holder of each
debt security affected:
- Change the stated maturity of the principal of or any installment of the
principal of or interest, if any, on any such debt security;
- Reduce the principal amount of, the rate of interest, if any, on or any
premium payable upon the redemption of, any such debt security;
- Reduce the principal amount due upon acceleration of the maturity of an
original issue discount security;
- Change the place or currency of payment of principal of (or premium or
interest, if any, on) any such debt security;
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- Impair the right to institute suit to enforce any payment on or after the
stated maturity or redemption date of such debt security;
- Change the indenture to permit amendments with the consent of the holders
of less than 66 2/3% in principal amount of debt securities of any
affected series; or
- Modify the above requirements or reduce the percentage of outstanding debt
securities necessary to waive compliance with certain provisions of the
indenture or to waive certain defaults and their consequences.
The holders of a majority in aggregate principal amount of the outstanding
securities of any series may waive, insofar as that series is concerned,
compliance by Boise Cascade with certain restrictive provisions of the
indenture.
SATISFACTION, DISCHARGE, AND DEFEASANCE PRIOR TO MATURITY OR REDEMPTION
DEFEASANCE OF ANY SERIES
If Boise Cascade deposits with the Trustee, in trust, at or before maturity
or redemption of the outstanding debt securities of any series, money or direct
obligations of the United States of America or obligations the principal of and
interest on which are guaranteed by the United States of America in such amounts
and maturing at such times that the proceeds of such obligations to be received
upon the respective maturities and interest payment dates of such obligations
will provide funds sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay when due the principal of (and premium,
if any) and each installment of principal of (and premium, if any) and interest
on any series of outstanding debt securities at the stated maturity of such
principal or installment of principal or interest, as the case may be, then
Boise Cascade may omit to comply with certain terms of the indenture with
respect to that series of debt securities, including the restrictive covenants
contained in the Senior Indenture. Further, the events of default described in
clauses (3) and (4) under "Events of Default" below shall not apply. Defeasance
of debt securities of any series is subject to the satisfaction of certain
conditions, including among others:
1. The absence of an event of default or event which with notice or lapse
of time would become an event of default at the date of the deposit;
2. The perfection of the holders' interest in such deposit; and
3. That such deposit will not result in a breach of, or constitute a
default under, any instrument by which Boise Cascade is bound.
SATISFACTION AND DISCHARGE OF ANY SERIES
Upon the deposit of money or securities as contemplated in the preceding
paragraph and the satisfaction of certain other conditions, Boise Cascade may
also omit to comply with its obligation to pay the principal of (and premium, if
any) and interest on a particular series of debt securities. Any events of
default with respect to that series will not apply, and thereafter, the holders
of debt securities of such series will be entitled only to payment out of the
money or securities deposited with the Trustee. Such conditions include among
others:
1. Except in certain limited circumstances involving a deposit made within
one year of maturity or redemption:
(i) no event of default or event which, with notice or lapse of
time, would become an event of default exists at the date of deposit or
on the 91st day thereafter, and
(ii) Boise Cascade delivers to the trustee an opinion of nationally
recognized tax counsel that holders of the debt securities of such
series will not recognize income, gain, or loss for federal income tax
purposes as a result of such deposit and the satisfaction, discharge,
and defeasance and will be subject to federal income tax in the same
amounts, in the same manner, and at the same times as would have
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been the case if such deposit and defeasance had not occurred, and
2. Boise Cascade receives an opinion of counsel stating that satisfaction
and discharge will not violate the rules of any nationally recognized
securities exchange on which debt securities of that series are listed.
FEDERAL INCOME TAX CONSEQUENCES
Under current federal income tax law, the deposit and defeasance described
above under "Defeasance of any Series" will not result in a taxable event to any
holder of debt securities or otherwise affect the federal income tax
consequences of an investment in debt securities of any series.
The federal income tax treatment of the deposit and defeasance described
above under "Satisfaction and Discharge of any Series" is not clear. A deposit
and defeasance is likely to be treated as a taxable exchange of the debt
securities for beneficial interests in the trust consisting of the deposited
money or securities. In that event, a holder of debt securities would be
required to recognize gain or loss equal to the difference between the holder's
adjusted basis for the debt securities and the fair market value of the holder's
beneficial interest in such trust. Thereafter, such holder would be required to
include in income a share of the income, gain, and loss of the trust. As
described above, except in certain limited circumstances involving a deposit
made within one year of maturity or redemption, it is a condition to such a
deposit and defeasance that Boise Cascade obtain an opinion of tax counsel to
the effect that such deposit and defeasance will not alter the holders' tax
consequences that would have been applicable in the absence of the deposit and
defeasance. Purchasers of the debt securities should consult their own advisers
with respect to the tax consequences to them of such deposit and defeasance,
including the applicability and effect of tax laws other than federal income tax
law.
EVENTS OF DEFAULT
The indentures define an "event of default" with respect to debt securities
of each series as one or more of the following events. The events described in
clauses (4) and (5) are events of default only under the Senior Indenture. The
prospectus supplement for any series of debt securities may set forth different
events of default:
1. Default in the payment of any interest on any debt security of that
series for 30 days after becoming due;
2. Default in the payment of principal of or any premium on any security of
that series when due;
3. Default in the performance, or breach, of any other covenant or warranty
of Boise Cascade in the indenture for 90 days after notice;
4. Involuntary acceleration of the maturity of indebtedness in excess of
$5,000,000 for money borrowed by Boise Cascade or any of its Restricted
Subsidiaries, if the acceleration is not rescinded or annulled, or the
indebtedness is not discharged, within 10 days after notice;
5. Entry of certain court orders requiring Boise Cascade or any Restricted
Subsidiary to make payments exceeding $1,000,000 and where 60 days have
passed since the entry of the order without its having been satisfied or
stayed;
6. Certain events of bankruptcy, insolvency, or reorganization; and
7. Any other Event of Default provided with respect to debt securities of
that series issued under the indenture.
If any Event of Default described in clauses (1), (2), or (7) shall occur
and be continuing, then either the Trustee or the holders of at least 25% (or if
the debt securities of the series are original issue discount securities, such
portion of the principal amount as may be specified in the terms of that series)
in principal amount of the outstanding securities of that series may
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accelerate the maturity of the securities of that series. If an event of default
described in clauses (3), (4), (5), or (6) above shall occur and be continuing
under an indenture, then either the Trustee or the holders of at least 25% (or
if the debt securities are original issue discount securities, such portion of
the principal amount as may be specified in the terms of that series) in
principal amount of the outstanding debt securities issued under the indenture
may accelerate the maturity of all outstanding debt securities.
The indentures provide that the trustee, within 90 days after a default with
respect to any series of debt securities, shall give to the holders of
securities of that series notice of all uncured defaults known to it (the term
default to mean the events specified above without grace periods); provided
however that, except in the case of default in the payment of principal of (or
premium, if any) or interest, if any, on any debt security of such series, the
trustee shall be protected in withholding such notice if it in good faith
determines that the withholding of such notice is in the interest of the holders
of debt securities of such series.
Each indenture requires Boise Cascade to furnish to the trustee an annual
statement by certain officers that to the best of their knowledge Boise Cascade
is not in default of any of its obligations under the indenture or, if there has
been a default, specifying each such default.
The holders of a majority in principal amount of the outstanding debt
securities of any series affected will have the right, subject to certain
limitations, to direct the time, method, and place of conducting any proceeding
for any remedy available to the trustee or exercising any trust or power
conferred on the trustee with respect to the securities of such series and to
waive certain defaults.
The indentures provide that if a default occurs and is continuing, the
trustee shall exercise such of its rights and powers under the indenture, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of that person's
own affairs.
Subject to certain provisions, the trustee will not be obligated to exercise
any of its rights or powers under the indentures at the request of any of the
holders of securities unless they shall have offered to the trustee reasonable
security or indemnity against the costs, expenses, and liabilities which the
trustee might incur in compliance with such request.
MERGER OR CONSOLIDATION
The indentures provide that no consolidation or merger of Boise Cascade with
or into any other corporation and no conveyance or transfer of its property
substantially as an entirety to another corporation may be made unless:
- The surviving corporation or acquiring entity is a corporation organized
and existing under the laws of the United States of America, any state
thereof, or the District of Columbia and will expressly assume the payment
of principal of and any premium and interest on the securities and the
performance of covenants in the indenture;
- Immediately after giving effect to such transaction, no event of default,
and no event which after notice or lapse of time, or both, would become an
event of default, shall have happened and be continuing; and
- Boise Cascade has delivered the required officers' certificate and opinion
of counsel to the Trustee.
OUR RELATIONSHIP WITH THE TRUSTEE
U.S. Bank Trust National Association is the indenture trustee under the
Senior Indenture. The applicable prospectus supplement will specify the trustee
under the Subordinated Indenture or the Junior Subordinated Indenture, as the
case may be. We maintain a deposit account and conduct other banking
transactions with U.S. Bank Trust National Association in the normal course of
our business. These transactions include U.S. Bank Trust National Association
serving as trustee with respect to some of our industrial revenue bonds. As of
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March 1, 1999, U.S. Bank Trust National Association is also the trustee under
indentures pursuant to which our 9.90% Notes Due 2000, 9.85% Notes Due 2002,
9.45% Debentures Due 2009, 7.35% Debentures Due 2016, and $352,605,000
(principal amount) of Medium-Term Notes, Series A are outstanding.
GOVERNING LAW
The Senior Indenture, the Subordinated Indenture, the Junior Subordinated
Indenture and the debt securities shall be governed by and construed under New
York law except to the extent that the Trust Indenture Act is applicable.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable prospectus supplement, Boise
Cascade will pay interest on any debt securities on any interest payment date to
the person in whose name such debt securities (or one or more predecessor
securities) are registered at the close of business on the regular record date
for such interest.
Principal of and any premium and interest on the debt securities of a
particular series will be payable at the office of the paying agents designated
by Boise Cascade, except that unless otherwise indicated in the applicable
prospectus supplement, interest payments may be made by check mailed to the
holder. Unless otherwise indicated in a prospectus supplement, the corporate
trust office of the indenture trustee in The City of New York will be designated
as Boise Cascade's paying agent for payments with respect to debt securities of
each series. Any other paying agents initially designated by Boise Cascade for
the debt securities of a particular series will be named in the applicable
prospectus supplement. Boise Cascade may designate itself as a paying agent.
Boise Cascade will be required to maintain a paying agent in each place of
payment for the debt securities of a particular series.
All moneys paid by Boise Cascade to a paying agent or the indenture trustee
for the payment of the principal of or any premium or interest on any debt
securities which remains unclaimed at the end of three years after such
principal, premium or interest has become due and payable will be repaid to
Boise Cascade, and the holder of the security thereafter may look only to Boise
Cascade for payment.
PROVISIONS APPLICABLE TO SENIOR DEBT SECURITIES--MATERIAL COVENANTS
CERTAIN DEFINITIONS APPLICABLE TO COVENANTS
"Attributable Debt" means the total net amount of rent required to be paid
during the remaining primary term of any particular lease under which any person
is at the time liable, discounted at the rate per annum equal to the weighted
average interest rate borne by the securities outstanding under the applicable
indenture.
"Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting:
- all liabilities, other than deferred income taxes, Funded Debt, and
shareholders' equity; and
- all goodwill, trade names, trademarks, patents, organization expenses, and
other like intangibles of Boise Cascade and its consolidated subsidiaries.
"Funded Debt" means:
- all indebtedness for money borrowed having a maturity of more than 12
months from the date as of which the determination is made or having a
maturity of 12 months or less but by its terms being renewable or
extendible beyond 12 months from such date at the option of the borrower;
and
- rental obligations payable more than 12 months from such date under leases
which are capitalized in accordance with generally accepted accounting
principles.
"Principal Property" means:
- any mill, converting plant, manufacturing plant, or other facility owned
by Boise Cascade or any Restricted Subsidiary of Boise Cascade which is
located within the present 50 states of the United States and the gross
book value of which (without
22
deduction of any depreciation reserves) on the date as of which the
determination is being made exceeds 3% of Consolidated Net Tangible
Assets; and
- Timberlands, in each case other than properties or any portion of a
particular property which in the opinion of the Board of Directors is not
of material importance to Boise Cascade's business or other than minerals
or mineral rights.
"Restricted Subsidiary" means a Subsidiary of Boise Cascade substantially
all the property of which is located, or substantially all of the business of
which is carried on, within the present 50 states of the United States and which
owns a Principal Property, excluding however a Subsidiary of Boise Cascade which
is primarily engaged in the development and sale or financing of real property.
"Subsidiary" of Boise Cascade means a corporation more than 50% of the
voting stock of which is, directly or indirectly, owned by Boise Cascade, one or
more Subsidiaries of Boise Cascade, or Boise Cascade and one or more
Subsidiaries.
RESTRICTIONS ON SECURED DEBT
The Senior Indenture provides that neither Boise Cascade nor any Restricted
Subsidiary shall incur, issue, assume, or guarantee any loans, whether or not
evidenced by any evidence of indebtedness for money borrowed ("Debt") secured by
a mortgage, pledge, or lien ("Mortgage") on any Principal Property of Boise
Cascade or any Restricted Subsidiary, or on any share of stock or Debt of any
Restricted Subsidiary, unless Boise Cascade secures or causes such Restricted
Subsidiary to secure the securities issued under the Senior Indenture equally
and ratably with (or, at Boise Cascade's option, prior to) such secured Debt,
unless
(x) the aggregate amount of all such secured Debt, together with
(y) all Attributable Debt of Boise Cascade and its Restricted Subsidiaries
with respect to sale and leaseback transactions involving Principal
Properties (with the exception of such transactions which are excluded
as described in "Restrictions on Sales and Leasebacks" below),
would not exceed 10% of Consolidated Net Tangible Assets. The above restriction
does not apply to, and there will be excluded from secured Debt in any
computation under such restriction, Debt secured by:
- Mortgages on property of, or on any shares of stock of or Debt of, any
corporation existing at the time such corporation becomes a Restricted
Subsidiary;
- Mortgages in favor of Boise Cascade or a Restricted Subsidiary;
- Mortgages in favor of governmental bodies to secure progress or advance
payments;
- Mortgages on property, shares of capital stock or Debt existing at the
time of acquisition thereof (including acquisition through merger or
consolidation), and purchase money and construction Mortgages which are
entered into within specified time limits;
- Mortgages securing industrial revenue or pollution control bonds;
- Mortgages on Timberlands or in connection with arrangements under which
Boise Cascade or any Restricted Subsidiary is obligated to cut or pay for
timber; or
- Any extension, renewal, or refunding of any Mortgage referred to in the
foregoing clauses.
The Senior Indenture also provides that no consolidation or merger of Boise
Cascade with or into any other corporation and no conveyance of its property
substantially as an entirety to another corporation may be made if, as a result,
any Principal Property of Boise Cascade or any Restricted Subsidiary would
become subject to a Mortgage which is not expressly excluded from the
restrictions or permitted by the provisions of the "Restrictions on Secured
Debt" covenant unless all the outstanding debt securities are
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secured by a lien upon such Principal Property equal with (or, at Boise
Cascade's option, prior to) that of the Debt secured by such Mortgage.
RESTRICTIONS ON SALES AND LEASEBACKS
The Senior Indenture also provides that neither Boise Cascade nor any
Restricted Subsidiary may enter into any sale and leaseback transaction
involving any Principal Property, unless
(x) the aggregate amount of all Attributable Debt of Boise Cascade and its
Restricted Subsidiaries with respect to such transaction plus
(y) all secured Debt (with the exception of secured Debt which is excluded
as described in "Restrictions on Secured Debt" above) would not exceed
10% of Consolidated Net Tangible Assets.
This restriction does not apply to, and there shall be excluded from
Attributable Debt in any computation under such restriction, any sale and
leaseback transaction if:
- The lease is for a period, including renewal rights, not in excess of
three years;
- The sale or transfer of the Principal Property is made within a specified
period after its acquisition or construction;
- The lease secures or relates to industrial revenue or pollution control
bonds;
- The transaction is between Boise Cascade and a Restricted Subsidiary or
between Restricted Subsidiaries; or
- Boise Cascade or such Restricted Subsidiary, within 180 days after the
sale is completed, applies to the retirement of Funded Debt of Boise
Cascade or a Restricted Subsidiary, or to the purchase of other property
which will constitute Principal Property of a value at least equal to the
value of the Principal Property leased, an amount not less than the
greater of (i) the net proceeds of the sale of the Principal Property
leased or (ii) the fair market value of the Principal Property leased.
The amount to be applied to the retirement of Funded Debt shall be reduced
by (x) the principal amount of any debentures or notes (including securities
issued under the indenture) of Boise Cascade or a Restricted Subsidiary
surrendered within 180 days after such sale to the applicable trustee for
retirement and cancellation and (y) the principal amount of Funded Debt, other
than items referred to in the preceding clause (x), voluntarily retired by Boise
Cascade or a Restricted Subsidiary within 180 days after such sale.
PROVISIONS APPLICABLE TO SUBORDINATED DEBT SECURITIES--SUBORDINATION
The subordinated debt securities will be subordinated in right of payment,
as set forth in the Subordinated Indenture, to the prior payment in full of all
existing and future Senior Indebtedness of Boise Cascade and will be senior in
right of payment to any payment on junior subordinated debt securities. "Senior
Indebtedness" generally means any debt incurred, assumed or guaranteed by Boise
Cascade, whether presently outstanding or incurred, assumed or guaranteed in the
future, including:
- the principal of, and premium, if any, on such debt;
- interest on such debt, including interest accruing after the filing of a
petition initiating any proceeding pursuant to any bankruptcy law, but
only to the extent allowed or permitted to the holder of such debt against
the bankruptcy or any other insolvency estate of Boise Cascade in such
proceeding;
- any accrued original issue discount on such debt;
- other amounts due on or in connection with such debt; and
- all renewals, extensions and refundings of any such debt (as defined
below).
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However, the following will not constitute Senior Indebtedness:
- any debt which expressly provides (i) that such debt shall not be senior
in right of payment to the subordinated debt securities, or (ii) that such
debt shall be subordinated to any other debt of Boise Cascade, unless such
debt expressly provides that such debt shall be senior in right of payment
to the subordinated debt securities;
- any debt of Boise Cascade in respect of the subordinated debt securities;
- any debt or liability for compensation to employees, for goods or
materials purchased in the ordinary course of business or for services;
- any debt of Boise Cascade to any subsidiary for money borrowed or advanced
from such subsidiary; and
- any liability for federal, state, local or other taxes owed or owing by
Boise Cascade.
"Debt" means the following:
- All indebtedness for borrowed money, whether or not the recourse of the
lender is to the whole of the assets of the borrower or only to a portion
of those assets, and including all indebtedness evidenced by notes, bonds,
debentures or other securities sold for money;
- All indebtedness incurred or assumed in the acquisition of any business,
real property or other assets, except goods and materials acquired in the
ordinary course of the conduct of the acquirer's usual business;
- All capital lease obligations;
- Hedging obligations;
- Guarantees of indebtedness described in the preceding four clauses of any
other person; and
- Renewals, extensions, refundings, deferrals, restructurings, amendments
and modifications of any such indebtedness (including, without limitation,
exchange offers), obligation or guarantee.
Because of the subordination described in this section, in the event of
insolvency, the holders of subordinated debt securities are required to pay over
their share of any distribution of the assets of Boise Cascade to the indenture
trustee in bankruptcy, receiver or other person distributing the assets of Boise
Cascade. Such person will apply the distribution to the payment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all holders of
Senior Indebtedness in full. In addition, unsecured creditors of Boise Cascade
who are not holders of subordinated debt securities or holders of Senior
Indebtedness of Boise Cascade may recover less, ratably, than holders of Senior
Indebtedness of Boise Cascade and may recover more, ratably, than the holders of
subordinated debt securities.
If a payment default on any Senior Indebtedness has occurred and is
continuing, Boise Cascade may not pay any principal of, premium, if any, or
interest on any subordinated debt securities, nor may Boise Cascade acquire any
subordinated debt securities. A "payment default" is a default in the payment of
any principal of or premium, if any, or interest on Senior Indebtedness when
due, whether at the stated maturity of any such payment or by declaration of
acceleration, call for redemption, or otherwise. Any other default or event of
default with respect to any Senior Indebtedness which permits the holders of or
the trustee for the Senior Indebtedness to declare the Senior Indebtedness due
and payable prior to the date on which it would otherwise become due and payable
is referred to as "non-monetary default."
If a non-monetary default has occurred and is continuing, and Boise Cascade
and the trustee for such Senior Indebtedness have received notice of such
occurrence from any holder of the Senior Indebtedness, then Boise Cascade may
not pay any principal of, premium, if any, or interest on any subordinated debt
securities, nor may Boise Cascade acquire any subordinated debt securities in
the corresponding "payment blockage period." A payment blockage period
25
will commence on the date of the receipt of the notice, and end on the earlier
of:
- the date when the non-monetary default has been cured or waived or ceased
to exist, or Boise Cascade has discharged all the Senior Indebtedness to
which the non-monetary default relates, and
- the 179(th) day after the date of the receipt of the notice.
However, in no event may more than one payment blockage period begin during any
360-day period. There will also be a period of at least 181 days during each
360-day period when no payment blockage period is in effect. In addition, a
non-monetary default that existed or was continuing on the date a payment
blockage period begins may not be made the basis of a subsequent payment
blockage period, unless the non-monetary default has been cured for at least 90
consecutive days. However, if a breach of any financial covenant occurs after a
payment blockage period and continues for a period that gives rise to an event
of default, then such breach constitutes a new non-monetary default even if it
is a breach of the same provision under which a prior event of default existed.
If Boise Cascade fails to make any payment on the subordinated debt
securities because of the subordination provisions described in this subsection,
the failure may still be deemed an event of default with respect to the
subordinated debt securities. Once the payment blockage period terminates, Boise
Cascade will resume making any and all required payments in respect of the
subordinated debt securities, including any missed payments.
The Subordinated Indenture will not limit the amount of subordinated debt
securities which Boise Cascade may issue, nor will it limit Boise Cascade from
issuing any other secured or unsecured debt. The Subordinated Indenture will not
limit or prohibit the incurrence of additional Senior Indebtedness, which may
include indebtedness that is senior to the subordinated debt securities, but
subordinate to other obligations of Boise Cascade. The senior debt securities,
when issued, will constitute Senior Indebtedness. The prospectus supplement will
further describe the provisions, if any, applicable to the subordination of the
subordinated debt securities of a particular series.
PROVISIONS APPLICABLE TO THE JUNIOR SUBORDINATED DEBT SECURITIES
EVENTS OF DEFAULT
In addition to the events described above under "Provisions Applicable to
All Debt Securities--Events of Default" applicable to all debt securities, the
following will be an event of default under the Junior Subordinated Indenture
with respect to any series of junior subordinated debt securities issued:
- the voluntary or involuntary dissolution, winding up or termination of the
Trust that owns the series of junior subordinated debt securities, except
in connection with
(1) the distribution of such junior subordinated debt securities to
holders of trust securities of the Trust;
(2) the redemption of all of the trust securities of the Trust; and
(3) mergers, consolidations or amalgamations permitted by the
amended declaration of the Trust.
The holders of at least a majority in aggregate liquidation amount of the
trust preferred securities of the Trust may waive any default or event of
default with respect to such series and its consequences, except defaults or
events of default regarding:
- payment of principal, premium, if any, or interest; or
- certain covenants containing limitations on Boise Cascade's ability to pay
dividends and make payments on debt securities in certain circumstances.
Any such waiver shall cure such default or event of default. If, under the
amended declaration of a Trust, an event of default has occurred and is
attributable to the failure of Boise Cascade to pay principal, premium, if any,
or interest on, such junior subordinated debt securities, then each holder of
the trust
26
preferred securities of the Trust may sue Boise Cascade or seek other remedies,
to force payment to such holder of the principal of, premium, if any, or
interest on, such junior subordinated debt securities having a principal amount
equal to the aggregate liquidation amount of the trust preferred securities held
by such holder.
MODIFICATION OF JUNIOR SUBORDINATED INDENTURE; WAIVER
Under the Junior Subordinated Indenture, Boise Cascade and the indenture
trustee may change the rights of holders of a series of junior subordinated debt
securities with the written consent of the holders of at least 66 2/3% in
aggregate liquidation amount of the trust preferred securities of the Trust
holding the outstanding junior subordinated debt securities of each series that
is affected. Any change will be subject to the limitations described above under
"Modification and Waiver" applicable to the other debt securities.
If the property trustee of the Trust, as holder of junior subordinated debt
securities, is required to consent to any amendment, modification or termination
of the Junior Subordinated Indenture, the property trustee will request
directions from the holders of the trust preferred securities of the applicable
Trust.
SUBORDINATION OF JUNIOR SUBORDINATED DEBT SECURITIES
The junior subordinated debt securities will be unsecured and will be
subordinate and junior in priority of payment to certain of Boise Cascade's
other indebtedness to the extent described in a prospectus supplement. The
Junior Subordinated Indenture will not limit the amount of junior subordinated
debt securities which Boise Cascade may issue, nor does it limit Boise Cascade
from issuing any other secured or unsecured debt.
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DESCRIPTION OF WARRANTS
Boise Cascade may issue warrants to purchase common stock, preferred stock,
debt securities or any combination of the above. The warrants may be issued
independently or together with any other securities and may be attached to or
separate from the other securities. Each series of warrants will be issued under
a separate warrant agreement to be entered into between Boise Cascade and a bank
or trust company, as warrant agent.
This section summarizes the material and general terms of the warrants that
we may offer. The prospectus supplement relating to a particular series of
warrants will describe the specific terms of the series, which may be in
addition to or different from the general terms summarized in this section. The
summary in this section and in any prospectus supplement does not describe every
aspect of the warrants and is subject to and qualified in its entirety by
reference to all the provisions of the warrant agreement and the certificates
representing the warrant. The forms of the warrant agreement and the warrant
certificates are or will be filed as exhibits or incorporated by reference in
the registration statement.
The prospectus supplement relating to a series of warrants will describe the
specific terms of the warrants including the following:
- the title of the warrants;
- the aggregate number of the warrants;
- the price or prices at which the warrants will be issued and the currency
in which the price for the warrants may be paid;
- the designation and terms of the securities purchasable upon the exercise
of the warrants;
- the price at which and the currency in which the securities purchasable
upon exercise of the warrants may by purchased;
- the date on which the right to exercise the warrants shall commence and
the date on which the right shall expire;
- whether the warrants are exercisable by payment of cash, surrender of
other securities, or both;
- provisions for changes to or adjustments in the exercise price of the
warrants;
- if applicable, the minimum or maximum amount of the warrants which may be
exercised at any one time;
- if applicable, the designation and terms of the other securities with
which the warrants are issued and the number of the warrants issued with
each such other security;
- if applicable, the date on and after which the warrants and the related
other securities will be separately transferable;
- whether the warrants will be issued in registered form or bearer form;
- information with respect to book-entry procedures, if any;
- if applicable, a discussion of certain United States federal income tax
considerations; and
- any other terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants.
Warrant certificates will be exchangeable for new warrant certificates of
different denominations, and warrants may be exercised, at the corporate trust
office of the warrant agent or any other office indicated in the prospectus
supplement. Prior to the exercise of their warrants, holders of warrants to
purchase debt securities will not be entitled to payments of principal of
(premium, if any), or interest, if any, on, the debt securities purchasable upon
such exercise.
Warrants may be exercised as set forth in the prospectus supplement relating
to those warrants. Upon receipt of payment and the warrant certificate properly
completed and duly executed at the corporate trust office of the warrant Agent
or any other office indicated in
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the prospectus supplement, Boise Cascade will, as soon as practicable, forward
the securities purchasable upon such exercise. If less than all of the warrants
represented by such warrant certificate are exercised, a new warrant certificate
will be issued for the remaining warrants.
DESCRIPTION OF THE PURCHASE CONTRACTS AND THE UNITS
Boise Cascade may issue purchase contracts, including contracts obligating
holders to purchase from Boise Cascade, and Boise Cascade to sell to the
holders, a specified number of shares of common stock or preferred stock at a
future date or dates. The consideration per share of common stock or preferred
stock may be fixed at the time the purchase contracts are issued or may be
determined by reference to a specific formula set forth in the purchase
contracts. The purchase contracts may be issued separately or as a part of
units, including, but not limited to, adjustable conversion-rate equity security
units. A unit may consist of a purchase contract and debt securities, trust
securities or debt obligations of third parties, including U.S. Treasury
securities, securing the holders' obligations to purchase the common stock or
preferred stock under the purchase contracts. The purchase contracts may require
Boise Cascade to make periodic payments to the holders of the units or vice
versa, and such payments may be unsecured or refunded on some basis. The
purchase contracts may require holders to secure their obligations under the
purchase contracts in a specified manner.
The prospectus supplement relating to any particular purchase contracts
and/or units offered will describe the specific terms of the purchase contracts
and/or units, which may be in addition to or different from the general terms
summarized above in this section. You should read the specific description in
the prospectus supplement. In addition, the forms of the purchase contracts and
the units are or will be filed as exhibits to or incorporated by reference in
the registration statement.
DESCRIPTION OF THE TRUST PREFERRED SECURITIES
GENERAL
The amended declaration of each Trust authorizes the respective trustees to
issue, on behalf of the Trust, one series of trust preferred securities. Each
Trust will use the proceeds from the sale of the trust preferred securities to
purchase a series of junior subordinated debt securities issued by Boise
Cascade. The property trustee will hold these junior subordinated debt
securities in trust for the benefit of the holders of such trust preferred
securities.
This section summarizes the material and general terms of the preferred
securities that the Trusts may offer. The prospectus supplement relating to any
particular preferred securities offered by a Trust will describe the specific
terms of the preferred securities, which may be in addition to or different from
the general terms summarized in this section. The summary in this section and in
any prospectus supplement does not describe every aspect of the preferred
securities offered and is subject to and qualified in its entirety by reference
to all the provisions of the amended declarations and the preferred securities.
The forms of the amended declarations and the preferred securities are or will
be filed as exhibits to or incorporated by reference in the registration
statement.
Boise Cascade will guarantee the payments of distributions and payments on
redemption or liquidation with respect to the trust preferred securities, but
only to the extent the Trust has funds available to make those payments and has
not made the payments. The trust preferred securities guarantee by Boise Cascade
is described in more detail below under "Description of the Trust Preferred
Securities Guarantee."
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The assets of each Trust available for distribution to the holders of its
trust preferred securities will be limited to payments from Boise Cascade under
the series of junior subordinated debt securities held by the Trust. If Boise
Cascade fails to make a payment on the junior subordinated debt securities, the
Trust will not have sufficient funds to make related payments, including
distributions, on its trust preferred securities.
The trust preferred securities guarantee, when taken together with Boise
Cascade's obligations under the series of junior subordinated debt securities,
the Junior Subordinated Indenture and the amended declaration of the Trust, will
provide a full and unconditional guarantee of amounts due on the trust preferred
securities issued by each Trust.
This section summarizes the material and general terms of the preferred
securities that the Trusts may offer. The prospectus supplement relating to any
particular preferred securities offered by a Trust will describe the specific
terms of the preferred securities, which may be in addition to or different from
the general terms summarized in this section. In particular, the prospectus
supplement will describe:
- the name of such trust preferred securities;
- the designation of the trust preferred securities;
- the dollar amount and number of trust preferred securities issued;
- the annual distribution rate(s) or method of determining such rate(s), the
payment date(s) and the record dates used to determine the holders who are
to receive distributions;
- the date(s) or the method to determine the date(s) from which
distributions shall be cumulative;
- the optional redemption provisions, if any, including the prices, time
periods and other terms and conditions for which such trust preferred
securities shall be purchased or redeemed, in whole or in part;
- the terms and conditions, if any, upon which the applicable series of
junior subordinated debt securities and the related trust preferred
securities guarantee may be distributed to holders of the trust preferred
securities upon liquidation, dissolution, termination or winding up;
- any voting rights of the trust preferred securities other than those
described in this section;
- any securities exchange on which the trust preferred securities will be
listed;
- whether the trust preferred securities are to be issued in book-entry form
and represented by one or more global certificates, and if so, the
depositary for the global certificates and the specific terms of the
depositary arrangements;
- any other relevant rights, preferences, privileges, limitations or
restrictions of such trust preferred securities; and
- any applicable United States Federal income tax considerations.
The summary in this section and in any prospectus supplement does not
describe every aspect of the preferred securities offered and is subject to and
qualified in its entirety by reference to all the provisions of the amended
declarations and the preferred securities. The forms of the amended declarations
and the preferred securities are or will be filed as exhibits to or incorporated
by reference in the registration statement.
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
The amended declaration of each Trust states that the Trust shall be
dissolved:
- on the expiration of the term of the Trust;
- upon the bankruptcy of Boise Cascade;
- upon a change in law requiring the Trust to register as an investment
company under the Investment Company Act of 1940;
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- upon the filing of a certificate of dissolution or its equivalent with
respect to Boise Cascade;
- upon the election of Boise Cascade to terminate the trust and distribute
the related junior subordinated debt securities directly to the holders of
the trust securities;
- upon the redemption, conversion or exchange of all of the trust securities
of the Trust; or
- upon entry of a court order for the dissolution of Boise Cascade or the
Trust.
In the event of a dissolution, after the Trust pays all amounts owed to
creditors, the holders of the trust securities will be entitled to receive:
- cash equal to the aggregate liquidation amount of each trust security
specified in an accompanying prospectus supplement, plus accumulated and
unpaid distributions to the date of payment; or
- junior subordinated debt securities in an aggregate principal amount equal
to the aggregate liquidation amount of the trust securities.
If a Trust cannot pay the full amount due on its trust securities because
insufficient assets are available for payment, then the amounts payable by the
Trust on its trust securities shall be paid pro rata. However, if an event of
default under the related indenture has occurred, the total amounts due on the
trust preferred securities will be paid before any distribution on the trust
common securities.
EVENTS OF DEFAULT
An event of default under the Junior Subordinated Indenture relating to a
series of junior subordinated debt securities is an event of default under the
amended declaration of the Trust that owns those junior subordinated debt
securities. We have described these events of default under the sections
entitled "Description Debt Securities--Provisions Applicable to All Debt
Securities--Events of Default" and "--Provisions Applicable to Junior
Subordinated Debt Securities--Events of Default."
Boise Cascade and the regular trustees of each Trust must file annually with
the property trustee for the Trust a certificate stating whether or not they are
in compliance with all the applicable conditions and covenants under the related
amended declaration.
Upon the occurrence of an event of default, the property trustee of the
Trust, as the sole holder of the junior subordinated debt securities held by the
Trust, will have the right under the Junior Subordinated Indenture to declare
the principal of, premium, if any, and interest on such junior subordinated debt
securities to be immediately due and payable.
If a property trustee fails to enforce its rights under the amended
declaration or the Junior Subordinated Indenture then, to the fullest extent
permitted by law, and subject to the terms of the amended declaration and the
Junior Subordinated Indenture, any holder of trust preferred securities may sue
Boise Cascade, or seek other remedies, to enforce the property trustee's rights
under the amended declaration or the Junior Subordinated Indenture without first
instituting a legal proceeding against such property trustee or any other
person.
If Boise Cascade fails to pay principal, premium, if any, or interest on a
series of junior subordinated debt securities when payable, then a holder of
such trust preferred securities may directly sue Boise Cascade or seek other
remedies, to collect its pro rata share of payments owned.
REMOVAL AND REPLACEMENT OF TRUSTEES
Only the holders of trust common securities may remove or replace the
trustees of a Trust. The resignation or removal of any trustee and the
appointment of a successor trustee shall be effective only on the acceptance of
appointment by the successor trustee in accordance with the provisions of the
amended declaration for the Trust.
CONVERSION OR EXCHANGE RIGHTS
The applicable prospectus supplement will set forth the terms on which the
trust preferred securities are convertible into or exchangeable
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for common stock or other securities of Boise Cascade or any other person. Such
terms will include provisions as to whether conversion or exchange is mandatory,
at the option of the holder or at the option of Boise Cascade, and may include
provisions pursuant to which the number of shares of common stock or other
securities of Boise Cascade or any other person to be received by the holders of
trust preferred securities would be subject to adjustment.
MERGERS, CONSOLIDATIONS, CONVERSIONS OR AMALGAMATIONS OF THE TRUSTS
The Trusts may not consolidate, amalgamate, merge with or into, or be
converted into or replaced by or convey, transfer or lease their properties and
assets substantially as an entirety to any other corporation or other body,
except as described below. A Trust may, with the consent of a majority of its
regular trustees and without the consent of the holders of its trust securities
or the other trustees, engage in any of the merger events referred to above,
provided that:
- the successor entity either
(1) assumes all of the obligations of the Trust relating to its trust
securities or
(2) substitutes other securities for the trust securities that are
substantially similar to such trust securities, so long as the
successor securities rank the same as such trust securities for
distributions and payments upon liquidation, redemption and otherwise;
- Boise Cascade acknowledges a trustee of such successor entity who has the
same powers and duties as the property trustee of the Trust, as the holder
of the particular series of junior subordinated debt securities;
- the trust preferred securities are listed, or any successor securities
will be listed, upon notice of issuance, on the same national securities
exchange or other organization that the trust preferred securities are
then listed;
- the merger event does not cause the trust preferred securities or
successor securities to be downgraded by any national rating agency;
- the merger event does not adversely affect the rights, preferences and
privileges of the holders of the trust securities or successor securities
in any material way;
- the successor entity has a purpose identical to that of the Trust;
- prior to the merger event, Boise Cascade has received an opinion of
counsel from a nationally recognized law firm stating that
(1) such merger event does not adversely affect the rights of the holders
of the Trust's preferred securities or any successor securities in any
material way (other than with respect to any dilution of the holders'
interest in the new entity) and
(2) following the merger event, neither the Trust nor the successor entity
will be required to register as an investment company under the
Investment Company Act of 1940; and
- Boise Cascade or any permitted successor owns all of the common stock of
such successor entity and guarantees the obligations of the successor
entity under the successor securities in the same manner as in the trust
preferred securities guarantee and the guarantee of the common securities
for the Trust.
In addition, unless all of the holders of the trust preferred securities and
trust common securities approve otherwise, the Trust may not consent to or
engage in a merger event if that event would cause the Trust or the successor
entity to be classified other than as a grantor trust for United States federal
income tax purposes.
VOTING RIGHTS; AMENDMENT OF DECLARATION
The holders of trust preferred securities have no voting rights except as
discussed above
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under "--Mergers, Consolidations, Conversion or Amalgamations of the Trust" and
below under "Description of the Trust Preferred Securities Guarantee--Amendments
and Assignment," and as otherwise required by law or the amended declaration for
the Trust.
The amended declaration may be amended if approved by a majority of the
regular trustees of the Trust. However, if any proposed amendment provides for,
or such regular trustees otherwise propose,
(1) any action that would adversely affect the powers, preferences or
special rights of the trust securities, whether by way of amendment to
such amended declaration or otherwise or
(2) the dissolution, winding-up or termination of the Trust other than
pursuant to the terms of its amended declaration,
then the holders of the trust securities as a single class will be entitled to
vote on such amendment or proposal. In that case, the amendment or proposal will
only be effective if approved by at least 66 2/3% in liquidation amount of the
trust securities affected by such amendment or proposal.
If any amendment or proposal referred to in clause (1) above would adversely
affect only a particular class of the trust securities of the Trust, then only
the affected class will be entitled to vote on such amendment or proposal. Such
amendment or proposal will only be effective with the approval of at least
66 2/3% in liquidation amount of such affected class.
No amendment may be made to an amended declaration if such amendment would:
- cause the Trust to be characterized as other than a grantor trust for
United States federal income tax purposes;
- impose any additional obligation on Boise Cascade without the consent of
Boise Cascade;
- reduce or otherwise adversely affect the powers of the property trustee;
or
- cause the Trust to be deemed to be an "investment company" which is
required to be registered under the Investment Company Act.
The holders of a majority in aggregate liquidation amount of the trust
preferred securities have the right to:
- direct the time, method and place of conducting any proceeding for any
remedy available to the property trustee of the Trust; or
- direct the exercise of any trust or power conferred upon the property
trustee under the Trust's amended declaration, including the right to
direct the property trustee, as the holder of a series of junior
subordinated debt securities, to
(1) exercise the remedies available under the Junior Subordinated
Indenture with respect to those junior subordinated debt securities,
(2) waive any event of default under the Junior Subordinated Indenture
that is waivable or
(3) cancel an acceleration of the principal of the junior subordinated
debt securities.
However, if the Junior Subordinated Indenture requires the consent of the
holders of more than a majority in aggregate principal amount of the junior
subordinated debt securities, then the property trustee must get approval of the
holders of such "super-majority" in liquidation amount of the trust preferred
securities.
In addition, before taking any of the actions described above, the property
trustee must obtain an opinion of counsel stating that, as a result of such
action, the Trust will continue to be classified as a grantor trust for United
States federal income tax purposes.
The property trustee of the Trust will notify all trust preferred securities
holders of the Trust of any notice received from the indenture trustee with
respect to the junior subordinated debt securities held by the Trust.
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As described in the amended declaration, the property trustee may hold a
meeting to have holders of trust preferred securities vote on a change or have
them approve a change by written consent.
Any trust preferred securities that are owned by Boise Cascade or any of its
affiliates will be treated as if they were not outstanding for purposes of any
vote or consent of trust preferred securities. This means:
(1) Boise Cascade and any of its affiliates will not be able to vote on or
consent to matters requiring the vote or consent of holders of trust
preferred securities and
(2) any trust preferred securities owned by Boise Cascade or any of its
affiliates will not be counted in determining whether the required
percentage of votes or consents has been obtained.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
For matters relating to compliance with the Trust Indenture Act, the
property trustee of the Trust will have all of the duties and responsibilities
of an indenture trustee under the Trust Indenture Act. The property trustee,
other than during the occurrence and continuance of an event of default under
the Trust, undertakes to perform only such duties as are specifically set forth
in the amended declaration and, upon an event of default, must use the same
degree of care and skill as a prudent person would exercise or use in the
conduct of his or her own affairs. Subject to this provision, the property
trustee is under no obligation to exercise any of the powers given it by the
applicable amended declaration at the request of any holder of trust preferred
securities unless it is offered reasonable security or indemnity against the
costs, expenses and liabilities that it might incur. However, the holders of the
trust preferred securities will not be required to offer such an indemnity where
the holders, by exercising their voting rights, direct the property trustee to
take any action following an event of default.
MISCELLANEOUS
The regular trustees of a Trust are authorized and directed to conduct the
affairs of the Trust and to operate the Trust in such a way that
- it will not be deemed to be an "investment company" required to be
registered under the Investment Company Act;
- it will be classified as a grantor trust for United States federal income
tax purposes; and
- the junior subordinated debt securities held by it will be treated as
indebtedness of Boise Cascade for United States federal income tax
purposes.
Boise Cascade and the regular trustees of the Trust are authorized to take
any action (so long as it is consistent with applicable law or the certificate
of trust or amended declaration) that Boise Cascade and the regular trustees of
the Trust determine to be necessary or desirable for such purposes.
Holders of trust preferred securities have no preemptive or similar rights.
The Trust may not borrow money, issue debt, execute mortgages or pledge any
of its assets.
GOVERNING LAW
The amended declaration and the related trust preferred securities will be
governed by and construed in accordance with the laws of the State of Delaware
and the Trust Indenture Act.
DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEE
GENERAL
Boise Cascade will execute a trust preferred securities guarantee, which
benefits the holders of trust preferred securities, at the time that a Trust
issues those trust preferred securities. The
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trust preferred securities guarantee will be qualified as an indenture under the
Trust Indenture Act. The U.S. Bank Trust National Association will act as the
guarantee trustee under the trust preferred securities guarantee for the
purposes of compliance with the Trust Indenture Act. The guarantee trustee will
hold the trust preferred securities guarantee for the benefit of the holders of
trust preferred securities.
GUARANTEE PAYMENT
This section summarizes the material and general terms of the guarantees
that Boise Cascade will provide in respect of the preferred securities that the
Trusts may offer. The summary in this section does not describe every aspect of
the guarantee and is subject to and qualified in its entirety by reference to
any description in the related prospectus supplement and to all the provisions
of the guarantee agreements. The form of the guarantee agreement is filed as an
exhibit to the registration statement.
Boise Cascade will irrevocably agree, as described in the trust preferred
securities guarantee, to pay in full, to the holders of the trust preferred
securities issued by a Trust, the following trust preferred securities guarantee
payments when due to the extent not paid by the Trust, regardless of any
defense, right of set-off or counterclaim which the Trust may have or assert:
- any accrued and unpaid distributions required to be paid on the trust
preferred securities, to the extent that the Trust has funds available to
make the payment;
- the redemption price, to the extent that the Trust has funds available to
make the payment; and
- upon a voluntary or involuntary dissolution and liquidation of the Trust
(other than in connection with a distribution of junior subordinated debt
securities to holders of such trust preferred securities or the redemption
of all such trust preferred securities), the lesser of
(1) the aggregate of the liquidation amount specified in the prospectus
supplement for each trust preferred security plus all accrued and
unpaid distributions on the trust preferred securities to the date of
payment, to the extent the Trust has funds available to make the
payment and
(2) the amount of assets of the Trust remaining available for distribution
to holders of its trust preferred securities upon a dissolution and
liquidation of the trust ("Liquidation Payment").
Boise Cascade's obligation to make a trust preferred securities guarantee
payment may be satisfied by directly paying the required amounts to the holders
of the trust preferred securities or by causing the Trust to pay the amounts to
the holders.
The combined operation of Boise Cascade's obligations under the Junior
Subordinated Indenture and the trust preferred securities guarantee and amended
declaration has the effect of providing a full, irrevocable and unconditional
guarantee of the trust's obligations under its trust preferred securities.
STATUS OF THE TRUST PREFERRED SECURITIES GUARANTEE
The trust preferred securities guarantee will constitute an unsecured
obligation of Boise Cascade and will rank:
- subordinate and junior in right of payment to all of Boise Cascade's other
liabilities, except those obligations made equal or junior to its
obligations under the trust preferred securities guarantee;
- equal with the senior most preferred or preference stock now or hereafter
issued by Boise Cascade, and with any guarantee now or hereafter issued by
it in respect of any preferred or preference stock of any of its
affiliates; and
- senior to the common stock.
The amended declaration will require that the holder of trust preferred
securities accept the subordination provisions and other terms of
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the trust preferred securities guarantee. The trust preferred securities
guarantee will constitute a guarantee of payment and not of collection (in other
words, the holder of the guaranteed security may sue Boise Cascade, or seek
other remedies, to enforce its rights under the trust preferred securities
guarantee without first suing any other person or entity). A trust preferred
securities guarantee will not be discharged except by payment of the guarantee
Payments in full to the extent not previously paid or upon distribution of the
corresponding series of junior subordinated debt securities to the holders of
trust preferred securities pursuant to the amended declaration.
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes which do not adversely affect the rights
of holders of trust preferred securities in any material respect (in which case
no consent of such holders will be required), a trust preferred securities
guarantee may only be amended with the prior approval of the holders of at least
66 2/3% in aggregate liquidation amount of such trust preferred securities. We
have described the way to obtain any approval under "Description of the Trust
Preferred Securities--Voting Rights; Amendment of Declaration." All guarantees
and agreements contained in the trust preferred securities guarantee will be
binding on Boise Cascade's successors, assigns, receivers, trustees and
representatives and are for the benefit of the holders of the applicable trust
preferred securities.
TRUST PREFERRED SECURITIES GUARANTEE EVENTS OF DEFAULT
An event of default under the trust preferred securities guarantee occurs if
Boise Cascade fails to make any of its required payments or perform its
obligations under the trust preferred securities guarantee.
The holders of at least a majority in aggregate liquidation amount of the
trust preferred securities will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the guarantee
trustee or to direct the exercise of any trust or power given to the guarantee
trustee under the trust preferred securities guarantee.
INFORMATION CONCERNING THE TRUST PREFERRED GUARANTEE TRUSTEE
The guarantee trustee under the trust preferred securities guarantee, other
than during the occurrence and continuance of an event of default under the
trust preferred securities guarantee, will only perform the duties that are
specifically described in the trust preferred securities guarantee. After such a
default, the trust preferred guarantee trustee will exercise the same degree of
care and skill as a prudent person would exercise or use in the conduct of his
or her own affairs. Subject to this provision, the guarantee trustee is under no
obligation to exercise any of its powers as described in the trust preferred
securities guarantee at the request of any holder of covered trust preferred
securities unless it is offered reasonable indemnity against the costs, expenses
and liabilities that it might incur.
TERMINATION OF THE TRUST PREFERRED SECURITIES GUARANTEE
The trust preferred securities guarantee will terminate once the trust
preferred securities are paid in full or upon distribution of the corresponding
series of junior subordinated debt securities to the holders of the trust
preferred securities. The trust preferred securities guarantee will continue to
be effective or will be reinstated if at any time any holder of trust preferred
securities must restore payment of any sums paid under such trust preferred
securities or such trust preferred securities guarantee.
GOVERNING LAW
The trust preferred securities guarantee will be governed by and construed
in accordance with the laws of the State of New York and the Trust Indenture
Act.
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RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES,
THE TRUST PREFERRED SECURITIES GUARANTEE
AND THE SUBORDINATED DEBT SECURITIES HELD BY THE TRUST
Payments of distributions and redemption and liquidation payments due on the
trust preferred securities, to the extent the trust has funds available for the
payments, will be guaranteed by Boise Cascade to the extent described above
under "Description of the Trust Preferred Securities Guarantee." The combined
operation of Boise Cascade's obligations under the trust preferred securities
guarantee, amended declaration and the Junior Subordinated Indenture has the
effect of providing a full, irrevocable and unconditional guarantee of each of
the Trusts' obligations under its trust preferred securities.
As long as Boise Cascade makes payments of interest and other payments when
due on the junior subordinated debt securities held by a Trust, such payments
will be sufficient to cover the payment of distributions and redemption and
liquidation payments due on the trust preferred securities issued by the Trust.
This is because:
- the aggregate principal amount of the junior subordinated debt securities
will be equal to the sum of the aggregate liquidation amount of the trust
securities;
- the interest rate and interest and other payment dates on the junior
subordinated debt securities will match the distribution rate and
distribution and other payment dates for the trust preferred securities;
- Boise Cascade will pay for any and all costs, expenses and liabilities of
each Trust except the trust's obligations under its trust preferred
securities; and
- each amended declaration provides that a Trust will not engage in any
activity that is not consistent with the limited purposes of the Trust.
If and to the extent that Boise Cascade does not make payments on such
junior subordinated debt securities, the Trust will not have funds available to
make payments of distributions or other amounts due on its trust preferred
securities. In those circumstances, you will not be able to rely upon the trust
preferred securities guarantee for payment of these amounts. Instead, you may
directly sue Boise Cascade or seek other remedies to collect your pro rata share
of payments owed. If you sue Boise Cascade to collect payment, then Boise
Cascade will assume your rights as a holder of trust preferred securities under
the amended declaration to the extent Boise Cascade makes a payment to you in
any such legal action.
A holder of any trust preferred security may sue Boise Cascade, or seek
other remedies, to enforce its rights under the trust preferred securities
guarantee without first suing the guarantee trustee, the Trust or any other
person or entity.
PLAN OF DISTRIBUTION
Boise Cascade may sell common stock, preferred stock, any series of debt
securities, warrants, purchase contracts, units or guarantees and the Trusts may
sell trust preferred securities in one or more of the following ways from time
to time:
- to underwriters for resale to the public or to institutional investors;
- directly to institutional investors; or
- through agents to the public or to institutional investors.
The offered securities may be distributed periodically in one or more
transactions at:
- a fixed price or prices, which may be changed;
- market prices prevailing at the time of sale;
- prices related to the prevailing market prices; or
- negotiated prices.
37
In connection with the sale of offered securities, underwriters or agents may
receive compensation from Boise Cascade in the form of underwriting discounts or
commissions. They may also receive commissions from purchasers of offered
securities for whom they may act as agent. Underwriters or agents may sell
offered securities to or through dealers. Those dealers may receive compensation
in the form of discounts, concessions, or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agent.
The prospectus supplement will set forth the terms of the offering of the
securities, including the name or names of any underwriters or agents, the
purchase price of such securities and the proceeds to Boise Cascade or the
Trusts, as the case may be, from such sale, any underwriting discounts or agency
fees and other items constituting underwriters' or agents' compensation, any
initial public offering price, any discounts or concessions allowed or reallowed
or paid to dealers and any securities exchanges on which the securities may be
listed.
If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
Unless otherwise set forth in a prospectus supplement, the obligations of
the underwriters to purchase any series of securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all of
such series of securities, if any are purchased.
Underwriters, dealers, and agents participating in the distribution of the
offered securities may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of the
offered securities may be deemed to be underwriting discounts and commissions,
under the Securities Act of 1933. Underwriters and agents may be entitled under
agreements entered into with Boise Cascade and/or the Trusts to indemnification
by Boise Cascade and/or the Trusts against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which the underwriters or agents may be required to make in respect
thereof.
Underwriters and agents and/or their affiliates may engage in transactions
with or perform services for Boise Cascade and its affiliates in the ordinary
course of business.
If indicated in the Prospectus Supplement, Boise Cascade will authorize
dealers or other persons acting as its agents to solicit offers by certain
institutions to purchase offered securities from Boise Cascade pursuant to
delayed purchase contracts providing for payment and delivery on the date(s)
stated in the prospectus supplement. Each contract will be for an amount not
less than (and the aggregate amount of offered securities sold pursuant to
contracts shall be not less or more than) the respective amounts stated in the
prospectus supplement. Institutions with whom Boise Cascade may enter into
delayed purchase contracts include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions, and other institutions. Purchasers will in all cases be subject to
Boise Cascade's approval. The obligations of any purchaser under any delayed
contract will not be subject to any conditions except:
1. The purchase by an institution of the offered securities covered by its
delayed contract shall not at the time of delivery be prohibited under
the laws of any jurisdiction in the United States to which such
institution is subject, and
2. If the offered securities are being sold to underwriters, Boise Cascade
shall have sold to the underwriters the total principal amount of the
offered securities less the principal amount covered by delayed purchase
contracts.
The underwriters will not have any responsibility regarding the validity or
performance of the delayed purchase contracts.
Each series of offered securities will be a new issue of securities and will
have no established trading market, other than the common stock which is listed
on the New York
38
Stock Exchange and the Chicago Stock Exchange. Any common stock sold pursuant to
a prospectus supplement will be listed on the New York Stock Exchange and the
Chicago Stock Exchange subject to official notice of issuance. Other securities
may or may not be listed on a national securities exchange. Any underwriters to
whom securities are sold by Boise Cascade or by a Trust for public offering and
sale may make a market in the securities, but such underwriters will not be
obligated to do so and may discontinue any market making at any time without
notice.
VALIDITY OF OFFERED SECURITIES
The validity of the Offered Securities will be passed upon for us by John W.
Holleran, who is our Senior Vice President and General Counsel, and for the
underwriters or agents, if any, by Sullivan & Cromwell, New York, New York.
Certain matters of Delaware law relating to the trust preferred securities will
be passed upon on behalf of the Trusts by Richards, Layton & Finger, P.A.,
Wilmington, Delaware, special Delaware counsel to the Trusts. As of December 31,
1998, Mr. Holleran was the beneficial owner of 1,146 shares of our common stock
and 883 shares of our Convertible preferred stock, Series D, in the Employee
Stock Option Plan. Mr. Holleran holds options to purchase shares of our common
stock under a Company stock option plan. Sullivan & Cromwell and Richards,
Layton & Finger, P.A. from time to time render legal services to Boise Cascade.
EXPERTS
The audited financial statements incorporated by reference in this
prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports which accompany those statements, and
are incorporated by reference in reliance upon the authority of that firm as
experts in accounting and auditing in giving such reports.
39
WHERE YOU CAN FIND MORE INFORMATION
Boise Cascade Corporation files reports, proxy statements and other
information with the Securities and Exchange Commission. Our filings are
available over the Internet at the SEC's web site at http://www.sec.gov. You may
also read and copy any document we file with the SEC at the SEC's public
reference rooms at:
- 450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549;
- Seven World Trade Center
13th Floor
New York, New York 10048; and
- Citicorp Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60601.
Please call the SEC at 1-800-SEC-0330 for more information on the public
reference rooms and their copy charges. You may also inspect the reports and
other information we file with the SEC at:
- New York Stock Exchange
20 Broad Street
New York, New York 10005; and
- Chicago Stock Exchange
One Financial Place
440 South LaSalle Street
Chicago, Illinois 60605-1070.
We have filed a registration statement on Form S-3 with the SEC that covers
the securities described in this prospectus. For further information on Boise
Cascade, the Trusts and the securities, you should refer to our registration
statement and its exhibits. In this prospectus, we have summarized material
provisions of contracts and other documents. Since this prospectus may not
contain all the information that you may find important, you should review the
full text of these documents. We have included copies of these documents as
exhibits to our registration statement. The registration statement can be
obtained from the SEC in the ways described above, or from Boise Cascade.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information we file with
them. This means that we can disclose important information to you by referring
you to those documents. Any information we reference in this manner is
considered part of this prospectus. Any information we file with SEC after the
date of this prospectus will automatically update and, to the extent
inconsistent, supersede the information contained in this prospectus.
We incorporate by reference the following documents which we have filed with
the SEC:
(1) Annual Report on Form 10-K for the year ended December 31, 1998; and
(2) The portions of Boise Cascade's Proxy Statement on Schedule 14A for the
annual meeting of shareholders to be held on April 15, 1999, that have
been incorporated by reference into the 10-K for the year ended December
31, 1998.
We also incorporate by reference any future filings we will make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the date of this prospectus but before the end of the offering of the
securities made by this prospectus.
You may request a copy of these filings, at no cost, by contacting us at:
Investor Relations Department
Boise Cascade Corporation
P.O. Box 50
Boise, ID 83728-00001
208/384-6390
e-mail: BCWEB@BC.COM
40
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
We estimate the expenses of the offering described in this Registration
Statement to be as follows:
Commission filing fee (actual fee)................................ $ 73,670
Accounting fees and expenses...................................... 10,000
Legal fees and expenses........................................... 100,000
Rating agencies' fees............................................. 200,000
Transfer Agent's, Trustee's and Depositary's fees and expenses.... 25,000
Printing and Engraving............................................ 100,000
Miscellaneous..................................................... 6,330
---------
Total............................................................. $ 515,000
---------
---------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware authorizes Boise
Cascade to indemnify its directors and officers under specified circumstances.
Our Restated Certificate of Incorporation and bylaws provide that we shall
indemnify, to the extent permitted by Delaware law, our directors, officers, and
employees against liabilities (including expenses, judgments, and settlements)
incurred by them in connection with any actual or threatened action, suit, or
proceeding to which they are or may become parties and which arise out of their
status as directors, officers, or employees. Boise Cascade has also entered into
agreements with each director to indemnify him or her to the fullest extent
permitted by Delaware Law.
Our directors and officers are insured, under insurance policies maintained
by Boise Cascade (subject to the limitations of the policies), against certain
expenses incurred in the defense of actions, suits, or proceedings and certain
liabilities which might be imposed as a result of such actions, suits, or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
Under the amended declarations, Boise Cascade will agree to indemnify and
hold harmless, to the fullest extent permitted by applicable law, each Trustee,
any affiliate of any Trustee, any officer, director, shareholder, employee,
representative or agent of any Trustee, and any employee or agent of the Trusts
or their affiliates (each an "Indemnified Person") from and against any loss,
damage, liability, tax, penalty, expense or claim incurred by such Indemnified
Person by reason of the creation, operation, dissolution or termination of the
Trust or in connection with the administration of the Trusts or any act or
omission performed or omitted by such Indemnified Person in good faith on behalf
of the Trust and in a manner such Indemnified Person reasonably believed to be
within the scope of authority conferred on such Indemnified Person by the
amended declarations, except that no Indemnified Person will be entitled to be
indemnified in respect of any loss, damage or claim incurred by such Indemnified
Person by reason of negligence or willful misconduct with respect to such acts
or omissions.
ITEM 16. LIST OF EXHIBITS
Required exhibits are listed in the Index to Exhibits and are incorporated
by reference.
S-1
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
4. That, for the purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
5. That, for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective; and
6. To file applications for the purpose of determining the eligibility of
the trustees under the Subordinated Indenture and the Junior Subordinated
Indenture to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed by
the Commission under Section 305(b)(2) of the Act.
S-2
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions set forth in Item 15, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
S-3
POWER OF ATTORNEY
Each person whose signature appears below appoints George J. Harad and John
W. Holleran, and each of them severally, acting alone and without the other,
their true and lawful attorney-in-fact with authority to execute in the name of
each such person and to file with the Securities and Exchange Commission,
together with any exhibits and other documents, any and all amendments
(including post-effective amendments) to this Registration Statement necessary
or advisable to enable Boise Cascade to comply with the Securities Act of 1933,
as amended, and any rules, regulations, and requirements of the Securities and
Exchange Commission in respect thereof, which amendments may make such other
changes in the Registration Statement as the aforesaid attorney-in-fact
executing the same deems appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Boise Cascade
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boise, Idaho, on March 24, 1999.
BOISE CASCADE CORPORATION
By /s/ GEORGE J. HARAD
------------------------------------
George J. Harad,
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
S-4
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 24, 1999.
SIGNATURES TITLE
- --------------------------------------------- -------------------------
Principal Executive Officer:
/s/ GEORGE J. HARAD*
------------------------------------------- Chairman of the Board and
George J. Harad Chief Executive Officer
Principal Financial Officer:
/s/ THEODORE CRUMLEY
------------------------------------------- Senior Vice President and
Theodore Crumley Chief Financial Officer
Principal Accounting Officer:
/s/ TOM E. CARLILE
------------------------------------------- Vice President and
Tom E. Carlile Controller
A Majority of the Directors
/s/ GEORGE J. HARAD
------------------------------------------- Director
George J. Harad
/s/ ANNE L. ARMSTRONG
------------------------------------------- Director
Anne L. Armstrong
/s/ PHILIP J. CARROLL
------------------------------------------- Director
Philip J. Carroll
------------------------------------------- Director
Rakesh Gangwal
/s/ ROBERT K. JAEDICKE
------------------------------------------- Director
Robert K. Jaedicke
S-5
SIGNATURES TITLE
- --------------------------------------------- -------------------------
------------------------------------------- Director
Francesca Ruiz de Luzuriaga
/s/ DONALD S. MACDONALD
------------------------------------------- Director
Donald S. Macdonald
/S/ GARY G. MICHAEL
------------------------------------------- Director
Gary G. Michael
/s/ PAUL J. PHOENIX
------------------------------------------- Director
Paul J. Phoenix
/s/ A. WILLIAM REYNOLDS
------------------------------------------- Director
A. William Reynolds
/s/ JANE E. SHAW
------------------------------------------- Director
Jane E. Shaw
/s/ FRANK A. SHRONTZ
------------------------------------------- Director
Frank A. Shrontz
/s/ EDSON W. SPENCER
------------------------------------------- Director
Edson W. Spencer
/s/ WARD W. WOODS, JR.
------------------------------------------- Director
Ward W. Woods, Jr.
Dated: March 24, 1999
S-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of Boise
Cascade Trust I, Boise Cascade Trust II and Boise Cascade Trust III certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and that it has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boise, Idaho, on March 24, 1999.
BOISE CASCADE TRUST I
By BOISE CASCADE CORPORATION
By /s/ JOHN W. HOLLERAN
------------------------------------
John W. Holleran
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
BOISE CASCADE TRUST II
By BOISE CASCADE CORPORATION
By /s/ JOHN W. HOLLERAN
------------------------------------
John W. Holleran
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
BOISE CASCADE TRUST III
By BOISE CASCADE CORPORATION
By /s/ JOHN W. HOLLERAN
------------------------------------
John W. Holleran
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
S-7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated January
29, 1999, incorporated by reference into Boise Cascade Corporation's Form 10-K
for the year ended December 31, 1998, and to all references to our firm included
in this Registration Statement on Form S-3.
Boise, Idaho
March 24, 1999
ARTHUR ANDERSEN LLP
S-8
BOISE CASCADE CORPORATION
EXHIBIT INDEX
Filed with Form S-3
EXHIBIT PAGE
- ----------- -----------
1.1 The form of Underwriting Agreement with respect to Boise Cascade's debt securities will be
filed as an exhibit to a Current Report of Boise Cascade on Form 8-K and incorporated herein
by reference.
1.2 The form of Underwriting Agreement with respect to Boise Cascade's Common Stock and Preferred
Stock will be filed as an exhibit to a Current Report of Boise Cascade on Form 8-K and
incorporated herein by reference.
1.3 The form of Underwriting Agreement with respect to the Preferred Securities of the Trusts will
be filed as an exhibit to a Current Report of Boise Cascade on Form 8-K and incorporated
herein by reference.
1.4 The form of Underwriting Agreement with respect to the units will be filed as an exhibit to a
Current Report of Boise Cascade on Form 8-K and incorporated herein by reference.
4.1 (1) Restated Certificate of Incorporation, as restated to date.
4.2 (2) Bylaws, as amended, December 11, 1998
4.3 (3) Indenture dated as of October 1, 1985, between Boise Cascade and U.S. Bank Trust National
Association (as successor to Morgan Guaranty Trust Company of New York)
4.4 (4) First Supplemental Indenture dated December 20, 1989
4.5 (5) Second Supplemental Indenture dated August 1, 1990
4.6 Form of Subordinated Indenture to be used in connection with the issuance of Boise Cascade's
subordinated debt securities.
4.7 Form of Junior Subordinated Indenture to be used in connection with the issuance of the junior
subordinated debt securities to the Boise Cascade Trusts.
4.8 Form of senior debt securities (included in Exhibit 4.3).
4.9 Form of subordinated debt securities (included in Exhibit 4.6).
4.10 Form of junior subordinated debt securities (included in Exhibit 4.7).
4.11 The form of any certificate of designation with respect to any preferred stock issued
hereunder will be filed as an exhibit to a Current Report of Boise Cascade on Form 8-K and
incorporated herein by reference.
4.12 The form of Purchase Contract Agreement, between Boise Cascade and the Purchase Contract Agent
(including as Exhibit A the form of the Security Certificate), will be filed as an exhibit to
a Current Report of Boise Cascade on Form 8-K and incorporated herein by reference.
4.13 Certificate of Trust of Boise Cascade Trust I.
4.14 Certificate of Trust of Boise Cascade Trust II.
S-9
EXHIBIT PAGE
- ----------- -----------
4.15 Certificate of Trust of Boise Cascade Trust III.
4.16 Declaration of Trust of Boise Cascade Trust I.
4.17 Declaration of Trust of Boise Cascade Trust II.
4.18 Declaration of Trust of Boise Cascade Trust III.
4.19 Form of Amended and Restated Declaration of Trust for the Boise Cascade Trusts.
4.20 Form of Trust Preferred Security (included in Exhibit 4.19).
4.21 Form of Guarantee Agreement with respect to the Preferred Securities of the Boise Cascade
Trusts.
4.22 The form of Deposit Agreement will be filed as an exhibit to a Current Report of Boise Cascade
on Form 8-K and incorporated herein by reference.
4.23 Form of Depositary Receipt (included in Exhibit 4.22).
4.24 The form of Warrant Agreement will be filed as an exhibit to a Current Report of Boise Cascade
on Form 8-K and incorporated herein by reference.
4.25 Form of Warrant Certificate (included in Exhibit 4.24).
5.1 Opinion of John W. Holleran.
5.2 Opinion of Richards, Layton & Finger, P.A.
12.1 (6) Statement re computation of ratio of earnings to fixed charges.
12.2 Statement re computation of ratio of earnings to combined fixed charges and preferred dividend
requirements.
23.1 Consent of Arthur Andersen LLP (see page S-8).
23.2 Consent of John W. Holleran (included in Exhibit 5.1).
23.3 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
24. Power of Attorney (included on signature pages of this registration statement).
25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of
U.S. Bank Trust National Association (as successor to Morgan Guaranty Trust Company of New
York), as Trustee under the Senior Indenture.
25.2 The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of
the Trustee under the Subordinated Indenture will be filed as an exhibit to a Current Report
of Boise Cascade on Form 8-K and incorporated herein by reference.
25.3 The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of
the Trustee under the Junior Subordinated Indenture will be filed as an exhibit to a Current
Report of Boise Cascade on Form 8-K and incorporated herein by reference.
25.4 The Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee
of the Preferred Securities Guarantee of Boise Cascade for the benefit of the holders of the
Preferred Securities of the Boise Cascade Trust I, II and III will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by reference.
S-10
EXHIBIT PAGE
- ----------- -----------
25.5 The Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee
under the Amended and Restated Declaration of Trust of Boise Cascade Trust I, II and III will
be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
- ------------------------
(1) The Restated Certificate of Incorporation was filed under Exhibit 3 in Boise
Cascade's Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, and is incorporated by this reference.
(2) The Bylaws, as amended, December 11, 1998 were filed under Exhibit 3.2 in
Boise Cascade's Form 10-K for the year ended December 31, 1998 (File No.
1-5057), and are incorporated by this reference.
(3) The Indenture was filed under Exhibit 4 in Boise Cascade's Registration
Statement on Form S-3, Registration No. 33-5673, filed May 13, 1986, and is
incorporated by this reference.
(4) The First Supplemental Indenture was filed under Exhibit 4.2 in Boise
Cascade's Pre-Effective Amendment No. 1 to Form S-3, Registration No.
33-32584, filed December 20, 1989, and is incorporated by this reference.
(5) The Second Supplemental Indenture was filed under Exhibit 4.1 in Boise
Cascade's Form 8-K filed August 10, 1990 (File No. 1-5057), and is
incorporated by this reference.
(6) The "Statement re computation of ratio of earnings to fixed charges" was
filed under Exhibit 12 in Boise Cascade's Form 10-K for the year ended
December 31, 1998 (File No. 1-5057), and is incorporated by this reference.
S-11