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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BOISE CASCADE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 82-0100960
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728-0001
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock Purchase Rights New York Stock Exchange, Inc.
Chicago Stock Exchange, Inc.
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: _____ (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Securities to be Registered.
On September 25, 1997, the Board of Directors of Boise Cascade
Corporation (the "Company") renewed the Company's existing Rights Agreement
(the "Existing Rights Agreement"), amended and restated as of September 25,
1990, between the Company and First Chicago Trust Company of New York, as
rights agent (the "Rights Agent"), by adopting a Renewed Rights Agreement
between the Company and the Rights Agent (the "Renewed Rights Agreement").
Pursuant to the Renewed Rights Agreement, the Company declared a dividend
distribution of one Right for each share of the Company's common stock, par
value $2.50 per share (the "Common Stock"), outstanding upon the
"Expiration Date" under the Existing Rights Agreement (the "Record Date")
and for each share of Common Stock issued or transferred from the Company's
treasury between the Record Date and the Distribution Date (as defined
below), and under certain circumstances thereafter. The Record Date is
expected to occur on December 13, 1998, but may occur in advance of that
time under certain circumstances. As described below, the new Rights are
redeemable under certain circumstances at $.01 per Right, subject to
adjustment, and will expire on December 13, 2008, subject to extension or
earlier redemption or expiration.
The description and terms of the Rights are set forth in the
Renewed Rights Agreement. Capitalized terms used and not defined herein
shall have the respective meanings ascribed to such terms in the Renewed
Rights Agreement.
Initially, the Rights will be attached to all certificates
representing shares of Common Stock, and no separate Rights certificates
will be distributed. The Rights will separate from the Common Stock and a
"Distribution Date" will occur upon the earlier of (i) 10 Business Days,
subject to extension by the Company's Board of Directors, following a
public announcement by the Company that a Person or group of affiliated or
associated Persons, with certain exceptions (an "Acquiring Person"), has
acquired beneficial ownership of 15% or more of the outstanding shares of
"Voting Stock" -- capital stock of the Company which by its terms may be
voted on all matters submitted to stockholders of the Company generally
(the date of such announcement being the "Stock Acquisition Date") -- or
(ii) 10 Business Days, subject to extension by the Company's Board of
Directors, following the commencement of a tender offer or exchange offer
that would result in a Person becoming an Acquiring Person.
Until the Distribution Date, (i) the Rights will be transferred
with and only with such Common Stock certificates, (ii) the surrender for
transfer of any Common Stock certificates will also constitute the transfer
of the Rights associated with the Common Stock represented by such
certificates and (iii) the Rights will not be exercisable. The Rights will
expire on December 13, 2008 (the "Final Expiration Date"), subject to
extension by the Company's Board of Directors, unless the Rights are
earlier redeemed or expire under the terms of the Renewed Rights Agreement.
As soon as practicable after the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed
to holders of record of the Common Stock as of the close of business on the
Distribution Date, and from and after the Distribution Date, the separate
Rights Certificates alone will evidence the Rights. Except as otherwise
required by the Renewed Rights Agreement or determined by the Board of
Directors of the Company, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event (a "Flip-In Event") a Person becomes an Acquiring
Person (except pursuant to a tender offer or exchange offer for all
outstanding shares of Common Stock at a price and on terms which a majority
of the Company's directors, which majority shall include a majority of the
Company's outside directors (as determined in accordance with the Renewed
Rights Agreement), determines to be fair to and otherwise in the best
interests of the Company and its stockholders (a "fair offer")), each
holder of a Right thereafter will have the right to receive, upon exercise
of such Right (including without limitation payment of the Purchase Price),
Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a Current Market Price equal to two times
the Purchase Price of the Right. The initial Purchase Price of a Right
under the Renewed Rights Agreement, which is subject to adjustment, is
$175.00 per share of Common Stock issuable upon the exercise of the Right.
Notwithstanding the foregoing, following the occurrence of a Flip-In Event,
all Rights that are, or (under certain circumstances specified in the
Renewed Rights Agreement) were, beneficially owned by certain Acquiring
Persons (or by certain related parties) will be null and void in the
circumstances set forth in the Renewed Rights Agreement. However, Rights
will not be exercisable following the occurrence of any Flip-In Event until
such time as the Rights are no longer redeemable by the Company as set
forth below.
In the event (a "Flip-Over Event") that, at any time on or after
the Stock Acquisition Date, (i) the Company shall take part in a merger or
other business combination transaction (with certain exceptions) and the
Company shall not be the surviving entity or (ii) the Company shall take
part in a merger or other business combination transaction (with certain
exceptions) in which all or part of the outstanding shares of Common Stock
are changed or exchanged or (iii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights
which previously have been voided, as set forth above) shall thereafter
have the right to receive, upon exercise, a number of shares of common
stock of the acquiring company having a Current Market Price equal to two
times the Purchase Price of the Right.
The Purchase Price of the Rights and the number and kind of
shares issuable upon exercise of a Right are subject to equitable
adjustment in the event of certain stock dividends, subdivisions, splits,
combinations and consolidations, an issuance of certain rights, options or
warrants and certain distributions of indebtedness, cash or other assets.
The Company may elect to adjust the number of Rights in lieu of any
adjustment in the number of shares issuable upon exercise of a right.
At any time until 10 Business Days, subject to extension by the
Company's Board of Directors, following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right, subject to adjustment, payable, at the option of the Company, in
cash, Common Stock or such other consideration as the Board of Directors
may deem appropriate; provided, however, that the Rights may not be
redeemed for 180 days after the effectiveness of an election which results
in a majority of the Board of Directors of the Company being comprised of
persons not nominated by the directors of the Company in office before the
election if that redemption is reasonably likely to have the purpose or
effect of allowing any person to become an Acquiring Person or facilitating
the occurrence of a Flip-In Event, a Flip-Over Event or a transaction with
an Acquiring Person. Immediately upon the effectiveness of the action of
the Company's Board of Directors ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights will be
to receive the $.01 per Right redemption price. Under certain
circumstances set forth in the Rights Agreement, the Company may exchange
the Rights in whole or in part for shares of Common Stock.
In general, the terms of the Rights and other terms of the
Renewed Rights Agreement may be amended by the Board of Directors of the
Company prior to the Distribution Date. Thereafter, the provisions of the
Renewed Rights Agreement may be amended by the Board of Directors of the
Company only in order to cure any ambiguity, defect or inconsistency, to
make changes which do not adversely affect the interests of holders of
Rights (excluding the interests of any Acquiring Person and certain other
related parties) or to shorten or lengthen any time period under the
Renewed Rights Agreement; provided, however, that no amendment to lengthen
the time period governing redemption shall be made at such time as the
Rights are not redeemable, or any other time period unless such lengthening
is for the purpose of protecting or enhancing or clarifying the rights of,
or the benefits to, the holders of Rights (other than an Acquiring Person
or an Affiliate of an Acquiring Person). Notwithstanding the foregoing,
certain key financial terms of the Rights may not be supplemented or
amended or only may be supplemented or amended on a limited basis.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
As of September 30, 1998, there were 56,333,984 shares of Common
Stock outstanding and no shares of Common Stock in the Company's treasury.
Each share of Common Stock outstanding on the Record Date will receive one
Right. As long as the Rights are attached to the Common Stock, the Company
will issue one Right, subject to adjustment, for each share of Common Stock
issued or transferred from the Company's treasury between the Record Date
and the Distribution Date, and under certain circumstances thereafter, so
that all such shares will have attached Rights.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company on an unsolicited basis without conditioning the offer on
either redemption of the Rights or a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors of the Company.
The Renewed Rights Agreement between the Company and the Rights
Agent specifying the terms of the Rights, which includes as Exhibit A the
form of Rights Certificate, is filed herewith as Exhibit 1 and is
incorporated herein by reference. The foregoing description of the Rights
does not purport to be complete and is qualified in its entirety by
reference to Exhibit 1.
Item 2. Exhibits.
Exhibit
Number Description of Exhibit
------- ----------------------
1 Renewed Rights Agreement dated as of September 25, 1997
between Boise Cascade Corporation and First Chicago
Trust Company of New York (which includes as Exhibit A
thereto the Form of Rights Certificate)*
_______________
* Incorporated herein by reference to Exhibit 4.2 to the Registrant's
Quarterly Report on Form 10-Q dated and filed with the Securities
and Exchange Commission on November 12, 1997 (File No. 1-5057)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
BOISE CASCADE CORPORATION
Dated: November 24, 1998 By /s/ Karen E. Gowland
__________________________
Name: Karen E. Gowland
Title: Vice President
INDEX TO EXHIBITS
Exhibit
Number Exhibit Page No.
------- ------- --------
1 Renewed Rights Agreement dated as
of September 25, 1997 between
Boise Cascade Corporation and First
Chicago Trust Company of New York (which
includes as Exhibit A thereto the Form
of Rights Certificate)*
__________________
* Incorporated herein by reference to Exhibit 4.2 to the
Registrant's Quarterly Report on Form 10-Q dated and filed
with the Securities and Exchange Commission on November 12,
1997 (File No. 1-5057)