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OMB APPROVAL OMB NUMBER 3235-0145 EXPIRES: OCTOBER 31, 1994 ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE . . . 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO._______)* BOISE CASCADE CORP. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock** - -------------------------------------------------------------------------------- (Title Of Class of Securities) 097383103 --------- (CUSIP Number) Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ---------- ** The amount reflected in Item 9 of the cover pages may include Common Stock issuable upon conversion of Convertible Preferred Stock (CUSIP 097383608) and (CUSIP 097383863). In the aggregate, Merrill Lynch & Co., Inc. beneficially owns 599,017 shares of Common Stock, and 1,487,550 shares of Convertible Preferred Stock. CUSIP NO. 097383103 13G PAGE 2 OF 11 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch & Co., Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 2,026,867 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 2,026,867 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,026,867 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1% 12 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILLING OUT! SCHEDULE 13G Item 1 (a) Name of Issuer: --------------- Boise Cascade Corp. Item 1 (b) Address of Issuer's -------------------- Principal Executive Offices: --------------------------- One Jefferson Square P.O. Box 50 Boise, Idaho 83728-0001 Item 2 (a) Names of Persons Filing: ----------------------- Merrill Lynch & Co., Inc. Item 2 (b) Address of Principal Business Office, or, if None, Residence: ------------------------------------------------------------ Merrill Lynch & Co., Inc. World Financial Center, North Tower 250 Vesey Street New York, New York 10281 Item 2 (c) Citizenship: ----------- See Item 4 of Cover Pages Item 2 (d) Title of Class of Securities: ---------------------------- Common Stock Item 2 (e) CUSIP Number: ------------ 097383103 Item 3 Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company in accordance with (S) 240.13d-1(b)(ii)(G). Item 4 Ownership --------- (a) Amount Beneficially Owned: See Item 9 of Cover Pages. Pursuant to (S) 240.13d-4, ML&Co. (the "Reporting Person") disclaims beneficial ownership of the securities of Lomas Financial Corporation referred to herein, and the filing of this Schedule 13G shall not be construed as an admission that the Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities of the Company covered by these statements. Page 3 of 6 Pages (b) Percent of Class: See Item 11 of Cover Pages (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: See Item 5 of Cover Pages (ii) shared power to vote or to direct the vote: See Item 6 of Cover Pages (iii) sole power to dispose or to direct the disposition of: See Item 7 of Cover Pages (iv) shared power to dispose or to direct the disposition of: See Item 8 of Cover Pages Item 5 Ownership of Five Percent or Less of a Class. -------------------------------------------- Not Applicable Item 6 Ownership of More than Five Percent on Behalf of Another Person. --------------------------------------------------------------- Not Applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the ---------------------------------------------------------------------- Security Being Reported on by the Parent Holding Company. -------------------------------------------------------- See Exhibit A Item 8 Identification and Classification of Members of the Group. --------------------------------------------------------- Not Applicable Item 9 Notice of Dissolution of Group. ------------------------------- Not Applicable Item 10 Certification. ------------- By signing below each of the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Page 4 of 6 Pages Signature. - --------- After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 14, 1995 Merrill Lynch & Co., Inc. /s/David L. Dick ---------------- Name: David L Dick Title: Assistant Secretary Page 5 of 6 Pages EXHIBIT A TO SCHEDULE 13G ------------------------- ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES ----------------------------------------- Merrill Lynch & Co., Inc., a Delaware corporation with its principal place of business at World Financial Center, North Tower, 250 Vesey Street, New York, New York ("ML&Co."), is a parent holding company pursuant to Rule 13d- 1(b)(1)(ii)(G). The relevant subsidiaries of ML&Co. are Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), Merrill Lynch Group, Inc., a Delaware corporation with its principal place of business at World Financial Center, North Tower, 250 Vesey Street, New York, New York ("ML Group") and Princeton Services, Inc., a Delaware corporation with its principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey ("PSI") is a holding company pursuant to Rule 13d-1(b)(1)(ii)(G), which is the general partner of Merrill Lynch Asset Management, L.P. d/b/a/ Merrill Lynch Asset Management, ("MLAM"). Merrill Lynch, Pierce, Fenner & Smith, Incorporated ("MLPF&S"), a Delaware corporation with its principal place of business at 250 Vesey Street, New York, New York, is a wholly-owned direct subsidiary of ML&Co. and a broker-dealer registered under section 15 of the Securities Exchange Act of 1934 (the "Exchange Act"). MLPF&S holds certain of the reported securities in proprietary trading accounts and may be deemed to be the beneficial owner of certain of the reported securities held by unit investment trusts for which MLPF&S is the sponsor. ML Group, a wholly-owned direct subsidiary of ML&Co., may be deemed to be the beneficial owner of the common stock of Boise Cascade Corp. by virtue of its control of its wholly-owned subsidiary, PSI. PSI, a wholly-owned direct subsidiary of ML Group, may be deemed to be the beneficial owner of the common stock of Boise Cascade Corp. by virtue of its wholly-owned subsidiary, MLAM. MLAM, a Delaware limited partnership with its principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey, is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. MLAM may be deemed to be the beneficial owner of less than 5% of the common stock of Boise Cascade Corp. by virtue of its acting as investment adviser to investment companies registered under Section 8 of the Investment Company Act of 1940. Finally, certain Merrill Lynch trust companies, each of which is a wholly- owned subsidiary of ML Group and a bank as defined in Section 3(a)(6) of the Exchange Act, may be deemed to be the beneficial owners of certain of the securities reported herein. Pursuant to (S) 240.13d-4, ML&Co., MLPF&S, ML Group, PSI and MLAM disclaim beneficial ownership of the securities of Boise Cascade Corp. and the filing of this Schedule 13G shall not be construed as an admission that any such entity is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities of Lomas Financial Corporation other than securities held in MLPF&S proprietary accounts. Page 6 of 6 Pages