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Exhibit 12(a)(2)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
BOISE CASCADE
OFFICE PRODUCTS CORPORATION
(Name of Subject Company)
BOISE CASCADE
OFFICE PRODUCTS CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
097403109
(CUSIP Number of Class of Securities)
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A. XXXXX XXXXXXX III
BOISE CASCADE OFFICE PRODUCTS CORPORATION
000 XXXX XXXX XXXX XXXXXX
XXXXXX, XXXXXXXX 00000
(000) 000-0000
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of the person filing statement)
COPIES TO:
XXXX XXXXXXXX, ESQ. XXXXXX X. XXXXXX, ESQ.
Boise Cascade Corporation Xxxxxxx Xxxxxx & Xxxxx LLP
0000 X. Xxxxxxxxx Xxxxxx 380 Madison Avenue, 25(th) Floor
X.X. Xxx 00 Xxx Xxxx, XX 00000
Xxxxx, XX 00000-0000 Telephone: (000) 000-0000
Telephone: (000) 000-0000 Telecopier: (000) 000-0000
Telecopier: (000) 000-0000
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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ITEM 1. SUBJECT COMPANY INFORMATION.
The name of the subject company to which this Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") relates is Boise Cascade Office Products
Corporation, a Delaware corporation (together with its subsidiaries, where
applicable, the "Company"). The address of the principal executive offices of
the Company is 000 Xxxx Xxxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000. The title of
the class of equity securities to which this Schedule 14D-9 relates is common
stock, par value $.01 per share.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) SUBJECT COMPANY INFORMATION. The name, address and telephone number
of the Company, which is the person filing the Schedule 14D-9, are set forth in
Item 1 above.
(b) IDENTITY AND BACKGROUND OF FILING PERSON. This Statement relates to
a tender offer by Boise Cascade Corporation, a Delaware corporation ("Parent")
and its wholly owned subsidiary, Boise Acquisition Corporation, a Delaware
corporation ("Purchaser"), disclosed in a tender offer statement on Schedule TO
(the "Schedule TO") dated March 22, 2000, to purchase all outstanding shares of
common stock of the Company not owned by Parent or Purchaser (the "Shares") at a
price of $16.50 per Share, net to the seller in cash, without interest (the
"Offer Price"), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated March 22, 2000 (the "Offer to Purchase"), a copy of
which is filed as Exhibit (a)(1) hereto, and the related Letter of Transmittal,
a copy of which is filed as Exhibit (a)(2) hereto (which, as may be amended from
time to time, together constitute the "Offer").
The Offer is being made pursuant to the Agreement and Plan of Merger, dated
as of March 12, 2000 (the "Merger Agreement"), among Parent, Purchaser and the
Company. The Merger Agreement provides that, among other things, as promptly as
practicable after the purchase of Shares pursuant to the Offer and the
satisfaction or waiver, where appropriate, of other conditions set forth in the
Merger Agreement, Purchaser will be merged with and into the Company (the
"Merger"), with the Company continuing as the surviving corporation (the
"Surviving Company"). A copy of the Merger Agreement is filed as Exhibit (e)(1)
hereto and is incorporated by reference herein.
ITEM 3. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
For a description of certain contracts, agreements, arrangements or
understandings and any actual or potential conflicts of interests between the
Company or its affiliates and (1) the Company's executive officers, directors or
affiliates, or (2) Purchaser or Parent or their respective executive officers,
directors or affiliates, SEE "Special Factors--The Merger Agreement; Interests
of Certain Persons in the Transactions" in the Offer to Purchase, which is
incorporated by reference herein.
A summary of the material provisions of the Merger Agreement is included in
"Special Factors--The Merger Agreement" in the Offer to Purchase, which is
incorporated by reference herein. The summary of the Merger Agreement contained
in the Offer to Purchase is qualified in its entirety by reference to the Merger
Agreement, a copy of which is filed as Exhibit (e)(1) hereto and is incorporated
by reference herein.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a) RECOMMENDATION OF THE BOARD OF DIRECTORS. At a meeting held on
March 12, 2000, the Company's Board of Directors, after receiving the unanimous
recommendation of a special committee of the Board of Directors comprised
entirely of independent directors (the "Special Committee"),
1
ITEM 4. THE SOLICITATION OR RECOMMENDATION. (Continued)
approved the Merger Agreement and the transactions contemplated thereby,
including the Offer and the Merger, and determined that the transactions
contemplated by the Merger Agreement, including the Offer and the Merger, are
advisable, fair to and in the best interests of the Company's stockholders
(other than Parent and Purchaser).
The Company's Board of Directors recommends that the stockholders accept the
Offer and tender their Shares pursuant to the Offer.
A letter to the stockholders communicating the Board of Directors'
recommendation and a press release announcing the commencement of the Offer are
filed herewith as Exhibits (a)(3) and (a)(4), respectively, and are incorporated
by reference herein.
(b) REASONS. The information set forth in "Special Factors--Background
of the Transactions; Recommendation of the Special Committee and Board of
Directors; Fairness of the Transactions" in the Offer to Purchase, which is
incorporated by reference herein, sets forth the reasons for the Special
Committee's and the Board of Directors' position. Credit Suisse First Boston
Corporation ("CSFB"), financial advisor to the Special Committee, has delivered
to the Special Committee its opinion, dated as of March 12, 2000, to the effect
that, as of such date and based upon and subject to certain assumptions and
matters stated therein, the Offer Price is fair, from a financial point of view,
to the stockholders of the Company (other than Parent and its affiliates). A
copy of the opinion is attached hereto as Annex A and is incorporated by
reference herein.
(c) INTENT TO TENDER. To the Company's knowledge after reasonable
inquiry, each director of the Company who owns shares currently intends to
tender their shares pursuant to the Offer.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Pursuant to the terms of an engagement letter, dated as of October 20, 1999,
the Special Committee engaged CSFB to act as its financial advisor in connection
with the transaction contemplated by the Merger Agreement (the "Transaction").
As part of its role as financial advisor, CSFB delivered a fairness opinion to
the Special Committee. Pursuant to the engagement letter, CSFB will receive from
the Company an aggregate financial advisory fee equal to $2,000,000 whether or
not the Offer is consummated or the Merger occurs. The Company has also agreed
to reimburse CSFB for reasonable out-of-pocket expenses, including, without
limitation, the reasonable fees and disbursements of its legal counsel, and to
indemnify CSFB and related parties against certain liabilities, including
liabilities under the federal securities laws arising out of CSFB's engagement.
The Parent and Purchaser have retained X. X. Xxxx & Co., Inc. to act as the
information agent (the "Information Agent") in connection with the Offer. The
Information Agent may contact holders of Shares by mail, telephone, facsimile,
telegraph and personal interviews and may request brokers, dealers and other
nominee stockholders to forward materials to the beneficial owners of Shares.
The Information Agent will receive reasonable and customary compensation for its
services, will be reimbursed for certain reasonable out-of-pocket expenses and
will be indemnified against certain liabilities and expenses in connection
therewith, including certain liabilities under the federal securities laws.
Except as set forth above, neither the Company nor any person acting on its
behalf has employed, retained or compensated any person or class of persons to
make solicitations or recommendations on its behalf with respect to the Offer.
2
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
For a description of the number and percentage of Shares that are
beneficially owned by each executive officer and director of the Company and by
Parent and Purchaser and their respective executive officers and directors and
for any transactions in the Company's Shares within the past sixty days, SEE
"Special Factors--Beneficial Ownership of Shares, Present Intentions and
Recommendations" contained in the Offer which is incorporated herein by
reference.
ITEM 7. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Except as indicated in Items 3 and 4 above, no negotiations are
being undertaken or are underway by the Company in response to the Offer which
relate to a tender offer or other acquisition of the Company's securities by any
person.
(b) No negotiations are being undertaken or are underway by the Company
in response to the Offer which relate to, or would result in, (i) an
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Company or any subsidiary of the Company, (ii) a purchase, sale or
transfer of a material amount of assets by the Company or any subsidiary of the
Company, or (iii) any material change in the present dividend rate or policy, or
indebtedness or capitalization of the Company.
(c) Except as indicated in Items 3 and 4 above, there are no
transactions, board resolutions, agreements in principle or signed contracts in
response to the Offer that relate to or would result in one or more of the
matters referred to in this Item 7.
ITEM 8. ADDITIONAL INFORMATION.
(a) CERTAIN LITIGATION. In December 1999, nine purported class action
complaints were filed in the Court of Chancery of the State of Delaware in and
for New Castle County against the Parent, the Company and its directors brought
on behalf of all public stockholders of the Company in connection with the
initial proposal made by Parent and Purchaser to acquire the Shares at a price
per share of $13.25. The actions allege, among other things, that the price per
share offered initially by Parent is unfair and inadequate to the Company's
public stockholders and that the individual defendants have breached their
fiduciary duties. The complaints seek as relief, among other things, preliminary
and permanent injunctive relief enjoining the proposed transaction and monetary
damages in an unspecified amount. On March 20, 2000, the parties to the
litigation entered into a Memorandum of Understanding with respect to a proposed
settlement of the lawsuits. The proposed settlement would provide for full
releases of the defendants and certain related or affiliated persons and
extinguish all claims that have been, could have been or could be asserted by or
on behalf of any member of the class against the defendants which in any manner
relate to the allegations, facts, or other matters raised in the lawsuits or
which otherwise relate to the transactions contemplated by the Merger Agreement,
including the Offer and the Merger. The settlement provides for the payment of
$700,000 in attorneys' fees and up to $20,000 for expenses upon final approval
of the settlement of the actions. The final settlement of the lawsuits,
including the amount of attorneys' fees to be paid, is subject to court
approval.
(b) The information contained in all of the Exhibits referred to in Item
9 below is incorporated by reference herein.
3
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
1. Offer to Purchase dated March 22, 2000 (incorporated by reference to
Exhibit (a)(1)(A) to the Schedule TO)
2. Letter of Transmittal dated March 22, 2000 (incorporated by reference
to Exhibit (a)(1)(B) to the Schedule TO)
3. Letter to Shareholders of the Company dated March 22, 2000
4. Press Release issued by Parent dated March 22, 2000 (incorporated by
reference to Exhibit (a)(1)(I) to the Schedule TO)
5. Agreement and Plan of Merger dated March 12, 2000 by and among Parent
and Purchaser and the Company (incorporated by reference to Exhibit (d)(1) to
the Schedule TO)
6. Opinion of Credit Suisse First Boston dated as of March 12, 2000
included in the copy of Schedule 14D-9 mailed to BCOP public shareholders.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 22, 2000
BOISE CASCADE OFFICE PRODUCTS CORPORATION
By: /s/ XXXXXXXXXXX XXXXXXXX
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Name: Xxxxxxxxxxx Xxxxxxxx
Title: President and Chief Executive Officer
4
ANNEX A
March 12, 2000
Special Committee of the Board of Directors
Boise Cascade Office Products Corporation
000 Xxxx Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Dear Sirs:
You have asked us to advise you with respect to the fairness of the
stockholders of Boise Cascade Office Products Corporation (the "Company"), other
than Boise Cascade Corporation (the "Acquiror") and its affiliates, from a
financial point of view, of the consideration to be received by such
stockholders pursuant to the terms of the Agreement and Plan of Merger, dated as
of March 12, 2000 (the "Merger Agreement"), among the Company, the Acquiror and
Boise Acquisition Corporation, a Delaware Corporation, which is a wholly owned
subsidiary of the Acquiror (the "Sub"). Upon the terms and subject to the
conditions of the Merger Agreement (i) the Acquiror will commence a tender offer
(the "Offer") for all issued and outstanding shares of common stock, par value
$0.01 per share, of the Company not beneficially owned by the Acquiror or Sub
(the "Shares") at a price of $16.50 per share in cash (the "Consideration") and
(ii) following consummation of the Offer, Sub will be merged with and into the
Company (the "Merger") and each outstanding Share not acquired in the Offer will
be converted into the right to receive the Consideration (the Offer and the
Merger, together, the "Transaction").
In arriving at our opinion, we have reviewed certain publicly available
business and financial information relating to the Company, as well as the
Merger Agreement. We have also reviewed certain other information, including
financial forecasts, provided to or discussed with us by the Company, and have
met with the Company's management to discuss the business and prospects of the
Company.
In arriving at our opinion, we have also considered certain financial and
stock market data of the Company, and we have compared those data with similar
data for other publicly held companies in businesses similar to the Company and
we have considered, to the extent publicly available, the premiums paid in
certain other going private transactions effected by a controlling stockholder
and other transactions which have recently been proposed or effected. We also
considered such other information, financial studies, analyses and
investigations and financial, economic and market criteria which we deemed
relevant.
In connection with our review, we have not assumed any responsibility for
independent verification of any of the foregoing information and have relied on
its being complete and accurate in all material respects. With respect to the
financial forecasts, we have been advised, and have assumed, that they have been
reasonably prepared on bases reflecting the best currently available estimates
and judgments of the Company's management as to the future financial performance
of the Company. In addition, we have not been requested to make, and have not
made, an independent evaluation or appraisal of the assets or liabilities
(contingent or otherwise) of the Company, nor have we been furnished with any
such evaluations or appraisals. Our opinion is necessarily based upon
information available to us, and financial, economic, market and other
conditions as they exist and can be evaluated on the date hereof. We were not
requested to, and did not, solicit third party indications of interest in
acquiring all or any part of the Company.
We have acted as financial advisor to the Special Committee of the Board of
Directors of the Company in connection with the Transaction and will receive a
fee for our services, a significant portion of which is contingent upon
consummation of the Merger. We will also receive a fee for rendering this
opinion.
A-1
In the ordinary course of our business, we and our affiliates may actively
trade the debt and equity securities of both the Company and the Acquiror for
our and such affiliates' own accounts and for the accounts of customers and,
accordingly, may at any time hold a long or short position in such securities.
It is understood that this letter is for the information of the Special
committee of the Board of Directors of the Company in connection with its
consideration of the Transaction, does not constitute a recommendation to any
stockholder as to whether to tender in the Offer or how such stockholder should
vote or act on any matter relating to the Merger and is not to be equated or
referred to, in whole or in part, in any registration statement, prospectus or
proxy statement, or in any other document used in connection with the offering
or sale of securities, nor shall this letter be used for any other purposes,
without our prior written consent.
Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Consideration to be received by the stockholders of the Company
in the Transaction is fair to such stockholders, other than the Acquiror and its
affiliates, from a financial point of view.
Very truly yours,
Credit Suisse First Boston Corporation
A-2
EXHIBIT INDEX
EXHIBIT NO.
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1. Offer to Purchase dated March 22, 2000 (incorporated by
reference to Exhibit (a)(1)(A) to the Schedule TO)
2. Letter of Transmittal dated March 22, 2000 (incorporated by
reference to Exhibit (a)(1)(B) to the Schedule TO)
3. Letter to shareholders of the Company dated March 22, 2000
4. Press Release issued by Parent dated March 22, 2000
(incorporated by reference to Exhibit (a)(1)(I) to the
Schedule TO)
5. Agreement and Plan of Merger dated March 12, 2000 between
Parent and Purchaser and the Company (incorporated by
reference to Exhibit (d)(1) to the Schedule TO)
6. Opinion of Credit Suisse First Boston dated as of March 12,
2000 included in the copy of Schedule 14D-9 mailed to BCOP
public shareholders
[LOGO]
Exhibit 3
March 22, 2000
Dear Shareholder:
We are pleased to inform you that on March 12, 2000, Boise Cascade Office
Products Corporation ("BCOP") entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Boise Cascade Corporation ("Parent") and Boise
Acquisition Corporation, a wholly owned subsidiary of Parent ("Purchaser"). The
Merger Agreement provides for the acquisition of all of the outstanding shares
of BCOP's common stock not held by Parent or any of its subsidiaries.
Parent, through Purchaser, has commenced a cash tender offer (the "Offer")
to purchase all of the outstanding shares of BCOP's common stock not held by
Parent for $16.50 in cash, without interest, subject to the terms and conditions
of the Offer. Consummation of the Offer is subject to, among other things, at
least a majority of the outstanding shares of the common stock of BCOP not held
by Parent being validly tendered and not withdrawn prior to the expiration of
the Offer.
After Purchaser successfully completes the Offer, subject to the terms and
conditions contained in the Merger Agreement, Purchaser will be merged with and
into BCOP (the "Merger"), with BCOP as the surviving corporation. At the
effective time of the Merger, each remaining issued and outstanding share of
BCOP's common stock (other than shares owned by Parent or Purchaser) will be
converted into the right to receive $16.50 in cash, subject to dissenters'
rights.
YOUR BOARD OF DIRECTORS, AFTER RECEIVING THE UNANIMOUS RECOMMENDATION OF OUR
COMMITTEE OF INDEPENDENT DIRECTORS (THE "SPECIAL COMMITTEE"), HAS APPROVED THE
MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THAT AGREEMENT, INCLUDING
THE OFFER AND THE MERGER. THE SPECIAL COMMITTEE HAS ALSO DETERMINED THAT THE
TERMS OF THE MERGER AND THE OFFER ARE ADVISABLE, FAIR TO AND IN THE BEST
INTERESTS OF BCOP'S SHAREHOLDERS (OTHER THAN PARENT AND PURCHASER), AND
RECOMMENDS BCOP'S SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT
TO THE OFFER.
In arriving at their recommendations, the Special Committee and BCOP's Board
of Directors gave careful consideration to the factors described in the enclosed
Offer to Purchase. BCOP's Solicitation/Recommendation Statement on
Schedule 14D-9, which is also enclosed, incorporates the Offer by reference.
Each of these documents has been filed with the Securities and Exchange
Commission. Among the factors the Special Committee and the BCOP Board
considered was the written opinion of Credit Suisse First Boston Corporation,
the Special Committee's financial advisor, that subject to the assumptions,
factors and limitations set forth in that opinion, the $16.50 per share in cash
to be received by the shareholders of BCOP in the Offer and the Merger is fair
to the holders of BCOP common stock (other than Parent and its affiliates) from
a financial point of view. Additional information with respect to the Special
Committee's and the Board's recommendations and the background of the
transaction is contained in the Offer to Purchase.
In addition to the Offer to Purchase and the Schedule 14D-9, enclosed are
various materials relating to the Offer, including a Letter of Transmittal to be
used for tendering Shares in the Offer if you are the record holder of Shares.
The Offer to Purchase and the related materials set forth the terms and
conditions for the Offer and provide instructions on how to tender your Shares.
If you need assistance with the tendering of your Shares, please contact the
information agent for the Offer, X.X. Xxxx & Co., Inc. at its address or
telephone number appearing on the back cover of the Offer to Purchase or contact
Boise Cascade's Shareholder Services Department at (000) 000-0000. WE URGE YOU
TO READ AND CONSIDER THE ENCLOSED MATERIALS CAREFULLY BEFORE MAKING YOUR
DECISION WITH RESPECT TO TENDERING YOUR SHARES.
On behalf of the Board of Directors, management and associates of BCOP, I
thank you for your support.
Very truly yours,
/s/ XXXXXXXXXXX X. XXXXXXXX
Xxxxxxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
