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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 10 - K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
Commission file number 1-5057
A Delaware BOISE CASCADE CORPORATION I.R.S. Employer
Corporation One Jefferson Square Identification
P.O. Box 50 No. 82-0100960
Boise, Idaho 83728-0001
(208)384-6161
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $2.50 par value New York, Chicago, and
Pacific Stock Exchanges
Boise Cascade Corporation 7% Convertible
Subordinated Debentures due 2016 New York Stock Exchange
American & Foreign Power Company Inc.
Debentures, 5% Series due 2030 New York Stock Exchange
Common Stock Purchase Rights New York, Chicago, and
Pacific Stock Exchanges
$1.79 Depositary Shares, evidenced by
Depositary Receipts for Series E,
Conversion Preferred Stock New York Stock Exchange
$2.35 Depositary Shares, evidenced by
Depositary Receipts for Series F,
Cumulative Preferred Stock New York Stock Exchange
$1.58 Depositary Shares, evidenced by
Depositary Receipts for Series G,
Conversion Preferred Stock New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
Conversion Preferred Stock, Series E
Cumulative Preferred Stock, Series F
Conversion Preferred Stock, Series G
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [X].
The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the price at which the stock was sold as
of the close of business on February 28, 1994: $1,713,874,486.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock as of the latest practicable date.
Shares Outstanding
Class as of February 28, 1994
Common Stock, $2.50 par value 38,030,681
Documents incorporated by reference
Listed hereunder are certain documents any portions of which are incorporated
by reference and the Parts of this Form 10-K into which such portions are
incorporated:
1. The registrant's annual report for the fiscal year ended December 31,
1993, portions of which are incorporated by reference into Parts I,
II, and IV of this Form 10-K, and
2. The registrant's definitive proxy statement dated March 7, 1994, for
use in connection with the annual meeting of shareholders to be held
on April 22, 1994, portions of which are incorporated by reference
into Part III of this Form 10-K.
BOISE CASCADE CORPORATION
TABLE OF CONTENTS
PART I
Item Page
1. Business....................................................... 1
2. Properties..................................................... 10
3. Legal Proceedings.............................................. 11
4. Submission of Matters to a Vote of Security Holders............ 11
PART II
5. Market for Registrant's Common Equity and Related Stockholder
Matters...................................................... 12
6. Selected Financial Data........................................ 12
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................ 13
8. Financial Statements and Supplementary Data.................... 13
9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure..................................... 14
PART III
10. Directors and Executive Officers of the Registrant............. 14
11. Executive Compensation......................................... 16
12. Security Ownership of Certain Beneficial Owners and
Management................................................... 16
13. Certain Relationships and Related Transactions................. 16
PART IV
14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K..................................................... 16
PART I
Item 1. Business
As used in this annual report, the term "Company" includes Boise
Cascade Corporation and its consolidated subsidiaries and predecessors.
The terms "Boise Cascade" and "Company" refer, unless the context otherwise
requires, to Boise Cascade Corporation and its consolidated subsidiaries.
Boise Cascade Corporation is an integrated paper and forest
products company headquartered in Boise, Idaho, with operations located in
the United States and Canada. The Company manufactures and distributes paper
and paper products, office products, and building products and owns and
manages timberland to support these operations. The Company was incorporated
under the laws of Delaware in 1931 under the name Boise Payette Lumber
Company of Delaware, as a successor to an Idaho corporation formed in 1913;
in 1957, its name was changed to its present form.
Financial information pertaining to each of the Company's industry
segments and to each of its geographic areas for the years 1993, 1992, and
1991 is presented in Note 8, "Segment Information," of the Notes to Financial
Statements of the Company's 1993 Annual Report and is incorporated herein by
this reference.
The Company's sales and income are affected by the industry supply
of product and changing economic conditions in the markets it serves. Demand
for paper and paper products and for office products correlates closely with
real growth in the gross domestic product. Paper and paper products
operations are also affected by demand in international markets and by
inventory levels of users of these products. The Company's building products
businesses are dependent on repair-and-remodel activity, housing starts, and
commercial and industrial building, which in turn are influenced by the
availability and cost of mortgage funds. Declines in building activity that
may occur during winter affect the Company's building products businesses,
and demand for office products generally is somewhat lower during the second
quarter. In addition, energy and some operating costs may increase at
facilities affected by cold weather. However, seasonal influences are
generally not significant.
The management practices followed by the Company with respect to
working capital conform to those of the paper and forest products industry
and common business practice in the United States.
The Company occasionally engages in acquisition discussions with
other companies and makes acquisitions from time to time. It is also the
Company's policy to review its operations periodically and to dispose of
assets which fail to meet its criteria for return on investment or which
cease to warrant retention for other reasons. (See Note 1 of the Notes to
Financial Statements of the Company's 1993 Annual Report. This information
is incorporated herein by this reference.)
Paper and Paper Products
The products manufactured by the Company, made both from virgin
and recycled fibers, include uncoated business, printing, forms, and
converting papers; coated white papers for magazines, catalogs, and direct-
mail advertising; newsprint; containerboard; uncoated groundwood papers for
newspaper inserts and books; and market pulp. These products are available
for sale to the related paper markets, and certain of these products are sold
through the Company's office products distribution operations. In addition,
containerboard is used by the Company in the manufacture of corrugated
containers.
The Company is a major North American pulp and paper producer with
8 U.S. and 2 Canadian paper mills. The total annual practical capacity of
the mills was approximately 4.1 million tons at December 31, 1993. The
Company's products are sold to distributors and industrial customers
primarily by the Company's own sales personnel.
The Company's paper mills are supplied with pulp principally from
the Company's own integrated pulp mills. Pulp mills in the Northwest manu-
facture chemical and thermomechanical pulp primarily from wood waste pro-
duced as a byproduct of wood products manufacturing. In 1993, the Company
started up a recycled pulp mill at its existing paper mill in Steilacoom
(West Tacoma), Washington. Pulp mills in the Midwest, Northeast, South, and
Canada manufacture chemical, thermomechanical, and groundwood pulp mainly
from pulpwood logs and, to some extent, from purchased wood waste. Wood
waste is provided by Company sawmills and plywood mills in the Northwest and,
to a lesser extent, in the South, and the remainder is purchased from outside
sources.
The Company currently manufactures corrugated containers at
7 plants, which have annual practical capacity of approximately 3.3 billion
square feet. The containers produced at the Company's plants are used to
package fresh fruit and vegetables, processed food, beverages, and many other
industrial and consumer products. The Company primarily sells its corrugated
containers through its own sales personnel.
The following table sets forth sales volumes of paper and paper
products for the years indicated:
1993 1992 1991 1990 1989
Paper (thousands of short tons)
Uncoated free sheet papers 1,215 1,110 1,050 891 835
Newsprint 860 831 838 873 859
Containerboard 559 560 540 529 536
Coated papers 418 397 371 365 389
Uncoated groundwood papers 299 319 319 314 305
Market pulp 205 260 284 307 286
Other(1) - - - 43 91
______ ______ ______ ______ ______
3,556 3,477 3,402 3,322 3,301
(millions of square feet)
Corrugated containers(2) 2,961 4,715 6,478 7,087 7,091
(1) Includes specialty paperboard and carbonless paper. The Company sold
its specialty paperboard mills on June 30, 1989. In 1990, the Company
discontinued production of carbonless paper.
(2) On June 30, 1992, the Company sold 11 corrugated container plants.
In keeping with the Company's periodic reviews of the opportunities
and challenges for each of its businesses, in February 1994, the Company
announced its intention to combine the majority of its newsprint, uncoated
groundwood, and related assets into an independently managed Canadian company
which would have access to financial markets. Locations involved include
Kenora and Fort Frances, Ontario, Canada, and Steilacoom (West Tacoma),
Washington. The new entity also would have responsibility for the sale of
newsprint produced at the Company's DeRidder, Louisiana, mill.
Office Products
The Company distributes a broad line of items for the office,
including office supplies, paper, and office furniture. All of the products
sold by this segment are purchased from other manufacturers or from industry
wholesalers, except for copier and similar papers, which are primarily
sourced from the Company's paper operations. The Company sells these office
products directly to corporate, government, and other offices, primarily for
next-day delivery.
Customers with multi-site locations across the country are often
serviced via national contracts that provide for consistent pricing and
product offerings and, if desired, summary billings, usage reporting, and
other special services. The Company's 24 distribution centers are located
across the United States to provide next-day delivery to all domestic
locations. The Company also operates 4 retail office supply stores in
Hawaii. The Company plans to open a distribution center in Colorado late in
the first quarter of 1994.
The following table sets forth sales dollars for the office
products distribution business for the years indicated:
1993 1992 1991 1990 1989
Sales (millions) $ 683 $ 672(1) $1,039 $1,079 $1,014
(1)Early in 1992, the Company sold essentially all of its wholesale office
products distribution operations, enabling the Company to focus on the
commercial channel on a national basis. In 1991, sales of the
13 distribution centers and 1 minidistribution center that comprised the
wholesale operations were approximately $400 million.
Building Products
The Company is a major producer of plywood, lumber, and particle-
board, together with a variety of specialty wood products. The Company also
manufactures engineered wood products consisting of laminated veneer lumber
(LVL), which is a high-strength engineered structural lumber product, and
I-beam floor and ceiling joists that incorporate the LVL technology. Most
of its production is sold to independent wholesalers and dealers and through
the Company's own wholesale building materials distribution outlets. The
Company's wood products are used primarily in housing, industrial
construction, and a variety of manufactured products. Wood products manufac-
turing trade sales for 1993, 1992, and 1991 were $879 million, $761 million,
and $615 million.
The following table sets forth annual practical capacities of the
Company's wood products facilities as of December 31, 1993:
Number of
Mills Practical Capacity
(millions)
Plywood 12 1,895 square feet (3/8" basis)
Lumber 13 756 board feet
Particleboard 1 185 square feet (3/4" basis)
The Company operates 9 wholesale building materials distribution
facilities and 2 satellite locations. These operations market a wide range
of building materials, including lumber, plywood, particleboard, engineered
wood products, fiberboard siding, roofing, gypsum board, insulation, ceiling
tile, paneling, molding, windows, doors, builders' hardware, and related
products. These products are distributed to retail lumber dealers, home
centers specializing in the do-it-yourself market, and industrial customers.
A portion (approximately 33% in 1993) of the wood products required by the
Company's Building Materials Distribution Division are provided by the
Company's manufacturing facilities, and the balance is purchased from out-
side sources.
The following table sets forth sales volumes of wood products and
sales dollars for engineered wood products and the building materials
distribution business for the years indicated:
1993 1992 1991 1990 1989
(millions)
Plywood (square feet - 3/8" basis) 1,760 1,788 1,621 1,682 1,679
Lumber (board feet) 760 805 815 782 815
Particleboard (square feet -
3/4" basis) 182 186 182 179 188
Engineered wood products
(sales dollars) $71 $38 $13 $ 1 $ -
Building materials distribution
(sales dollars) $590 $447 $328 $289 $279
Timber Resources
In recent years, heightened attention has been paid to developing
and implementing recovery plans throughout the U.S. for species listed as
threatened or endangered under the Endangered Species Act of 1973. Some of
these plans have caused or could cause sharp curtailment in the use of public
and private timberlands in the Pacific Northwest. The case of the spotted
owl is a highly visible example of the negative impact of these plans on the
paper and forest products industry.
In July 1993, the Clinton Administration announced a forest
management plan that would reduce harvests in the so-called spotted owl
forests of western Washington, western Oregon, and northern California to an
average of 1.2 billion board feet annually for ten years - about a 75 percent
reduction in harvest levels from those of the mid-'80s.
If the plan is implemented as announced, as much as 50 percent of
the wood products manufacturing capacity in the owl forests could be shut
down over time, as compared with 1988 levels. In this environment, Boise
Cascade has a number of relative advantages. An important share of the
Company's raw material needs is met by its own timberland - some 1.3 million
acres in Washington, Oregon, and Idaho. The Company's wood products
facilities are among the most efficient in the region, allowing it to bid
competitively for any timber that is available.
The Company's Northwest pulp and paper mills already receive
approximately 73 percent of their wood chip supply either directly from or
through trades with the Company's wood products and whole-log chipping
operations. The Company is taking additional steps to reduce its need for
outside chip purchases. The Company's cottonwood tree plantation near its
Wallula, Washington, mill should be ready for harvest in 1997, supplying a
portion of its Northwest wood chip needs. In addition, two of the Company's
Northwest paper mills are now using recycled fiber - and will use more - to
produce recycled-content paper products.
Thus, the Company is better positioned than most Northwest
producers to compete in an era of reduced log supply. However, because of
further potential litigation, legislation, and regulation related to this
issue, the Company cannot predict how the next several years will unfold.
At year-end, the Company's lumber capacity had been reduced 8.5 percent from
the year-end 1992 level to 756 million board feet, primarily reflecting shift
reductions due to limited log supply.
Also difficult to predict is the impact of these timber constraints
on the cost structure of the Northwest paper and forest products industry.
Log costs for wood products facilities have already climbed dramatically over
the last several years, while wood chip costs for the Company's Northwest
pulp mills rose 75 percent from 1987 to 1991, before leveling off. Lumber
and plywood prices, however, have outpaced log cost increases, resulting in
strong profit margins in the wood products business. Because of excess
industry supply, paper prices have not climbed to meet higher wood chip costs
in the Northwest.
It is unclear what impact the developing recovery plans for various
threatened or endangered species will have on pricing and cost trends in
future years in the Northwest or across the nation.
Besides the 1.3 million acres of timberland in the Northwest,
Boise Cascade also owns or controls another 4.8 million acres of timberland
in North America. The amount of timber harvested each year by the Company
from its timber resources, compared with the amount it purchases from outside
sources, varies according to the price and supply of timber for sale on the
open market and according to what the Company deems to be in the interest of
sound management of its timberlands. During 1993, the Company's mills
processed approximately 1.2 billion board feet of sawtimber and 2.4 million
cords of pulpwood; 40% of the sawtimber and 58% of the pulpwood were har-
vested from the Company's timber resources, and the balance was acquired from
various private and government sources. Approximately 73% of the 1.1 million
bone-dry tons of wood chips consumed by the Company's Northwest pulp and
paper mills in 1993 were provided from the Company's Northwest wood products
manufacturing facilities as residuals in the processing of solid wood
products and from a whole-log chipping facility. Of the 660,000 bone-dry
tons of residual chips used in the South, 46% were provided by the Company's
Southern wood products manufacturing facilities.
At December 31, 1993, the acreages of owned or controlled timber
resources by geographic area and the approximate percentages of total fiber
requirements available from the Company's respective timber resources in
these areas and from the residuals from processed purchased logs were as
follows:
Midwest-
Central New
Northwest Canada England South Total
_____________________________________________________
(thousands of acres)
Fee 1,321 317 665 428 2,731
Leases and contracts 19 - - 291 310
Canadian government licenses - 3,064 - - 3,064
______ ______ ______ ______ ______
Total 1,340(1) 3,381(2) 665(2) 719(3) 6,105(4)
Approximate percentage of total
fiber requirements available
from: (5)
Owned and controlled timber
resources 23% 77% 69% 28% 38%
Residuals from processed
purchased logs 15 - - 6 9
______ ______ ______ ______ ______
Total 38% 77% 69% 34% 47%
(1)Principally sawtimber.
(2)Principally pulpwood.
(3)Sawtimber and pulpwood.
(4)On December 31, 1993, the Company's inventory of merchantable sawtimber was
approximately 8.9 billion board feet, and its inventory of pulpwood was
approximately 66.1 million cords.
(5)Assumes harvesting of Company-owned and controlled timber resources on a
sustained timber yield basis and operation of the Company's paper and wood
products manufacturing facilities at practical capacity. Percentages shown
represent weighted average consumption on a cubic volume basis.
Long-term leases generally provide the Company with timber harvest-
ing rights and carry with them the responsibility for management of the
timberlands. The average remaining life of all leases and contracts is in
excess of 50 years. In addition, the Company has an option to purchase
approximately 203,000 acres of the timberland it currently has under leases
and contracts in the South.
A substantial portion of the wood requirements of the Company's
pulp and paper mills in Kenora and Fort Frances, Ontario, Canada, are
provided through four separate Forest Management Agreements with the Province
of Ontario covering approximately 3 million acres of timberland. Stumpage
charges are those in effect at the time the timber is harvested, as
prescribed by the province's regulations. The agreements require the Company
to assume responsibility for management of the timberlands; however, the
Company is reimbursed for certain silvicultural expenses that are incurred.
The agreements were signed in 1983 and 1984 and have initial terms of
20 years. At the end of each successive five-year period covered by the
agreements, the remaining term will be extended by an additional five years,
provided that the Company has fulfilled the timberland management
responsibilities set forth in the agreements. In accordance with these
provisions, those agreements have been extended.
The Company seeks to maximize the utilization of its timberlands
through efficient management so that the timberlands will provide a continu-
ous supply of wood for future needs. Site preparation, planting, fertil-
izing, thinning, and logging techniques are continually improved through a
variety of methods, including genetic research and computerization.
The Company assumes substantially all risks of loss from fire and
other casualties on all the standing timber it owns, as do most owners of
timber tracts in the U.S.
Competition
The markets served by the Company are highly competitive, with
various substantial companies operating in each. The Company competes in
its markets principally through price, service, quality, and value-added
products and services.
Environmental Quality
The Company invests substantial capital in order to comply with
federal, state, and local environmental laws and regulations. During 1993,
capital expenditures attributable to an ongoing pollution abatement program
amounted to $46 million. It is anticipated that approximately $70 million
will be spent in 1994 for this purpose. Failure to comply with applicable
pollution control standards could result in interruption or suspension of
operations at the affected facilities or could require additional
expenditures at these facilities. Anticipated expenditures pursuant to the
ongoing pollution abatement program should enable the Company to continue to
meet the environmental standards now applicable to its various facilities.
The Environmental Protection Agency (EPA) has proposed new rules
to regulate air and water emissions from pulp and paper mills. These
proposed rules would, among other things, set extremely stringent standards
for color, chemical oxygen demand, and the discharge of all chlorinated
organics. "Chlorinated organics" refers to a family of thousands of organic
compounds that occur naturally and are also produced as byproducts of
pulp-bleaching processes that use chlorine compounds.
Although the majority of these chemical compounds discharged are
environmentally benign, a small percentage, including the chemical dioxin,
are known to be toxic at sufficiently high concentrations. With this
knowledge, Boise Cascade has invested in new pulping and bleaching equipment
and has changed bleaching processes so that, today, the level of dioxin in
mill effluent at most of the Company's pulp mills is so small that it cannot
be measured using acceptable methodology.
Unfortunately, the proposed EPA rules do not discriminate between
known toxins and other chlorinated organics, but rather seek to regulate the
levels of all such compounds, regardless of their actual impact on human
health or the environment. This approach is likely to require the
elimination of elemental chlorine and may require the elimination of all
chlorine compounds from the pulp-bleaching process, despite a lack of
evidence that totally chlorine-free bleaching would result in significant or
cost-effective improvement in the environment or public health. Moreover,
the estimated cost of changing bleaching processes and capturing air
emissions to accommodate the proposed regulations is staggering - as much as
$12 billion for the U.S. pulp and paper industry as a whole. For Boise
Cascade, the cost of complying with the proposed rules utilizing current
technology could be several hundred million dollars over the next four or
five years. Boise Cascade is working with industry associations and the EPA
to achieve revisions to the proposed regulations that would better reflect
scientific understanding of the effects, the risks of alternative
pulp-bleaching processes, and the costs.
As of December 31, 1993, the Company was notified that it is a
"potentially responsible party" under the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA) or similar federal and
state laws with respect to 53 sites where hazardous substances or other
contaminants are located. The Company has resolved issues relating to
several of these sites at minimal cost and believes that it may have minimal
or no responsibility with regard to several other of these sites. In most
cases, the Company is one of many potentially responsible parties, and its
alleged contribution to these sites has been minor. For those sites where
a range of potential liability has been determined, the Company has
established appropriate reserves.
With respect to all of the currently outstanding sites, the Company
cannot predict with certainty the total response and remedial costs, the
Company's share of the total costs, the extent to which contributions will
be available from other parties, the amount of time necessary to complete the
cleanups, or the availability of insurance coverage. However, based on the
Company's investigations, the Company's experience with respect to cleanup
of hazardous substances, the fact that expenditures will in many cases be
incurred over extended periods of time, and the number of solvent potentially
responsible parties, the Company does not presently believe that the known
actual and potential response costs will, in the aggregate, have a material
adverse effect on its financial condition or the results of operations.
Employees
As of December 31, 1993, the Company had 17,362 employees, 9,071
of whom were covered under collective bargaining agreements. During 1993,
the Company reached new labor agreements effective until mid-1998 at its pulp
and paper mill in Kenora, Ontario, Canada. In February 1994, the Company and
production and most of the maintenance workers at its International Falls,
Minnesota, pulp and paper mill agreed to contract extensions. The agreements
are effective until April 1999.
Collective bargaining agreements at the Company's four Pacific
Northwest pulp and paper facilities and one converting operation expired in
the spring of 1993. The Company is operating these mills without signed
collective bargaining agreements. On February 1, 1994, the Company
implemented its final contract offer at its Wallula, Washington, paper mill.
The Company is in negotiations with unions representing employees at the
other four mills. The Company is seeking changes in the amount of pay for
time not worked, changes in work rules in order to increase operating
flexibility, and other changes, all of which would improve productivity and
efficiency.
The collective bargaining contracts at the Company's pulp and
paper mill in Fort Frances, Ontario, Canada, expired in April 1993. The
Company is operating this mill without signed collective bargaining
agreements. Although negotiations are continuing, the terms of new
agreements proposed by the Company have not been accepted by unions
representing employees at this facility. The Company is seeking changes in
work rules that would increase operating flexibility, which the Company
believes is necessary for increased productivity and efficiency. In
addition, there is some dispute over pension plan improvements. A number of
the Company's Canadian competitors have already achieved some of the same
work rule changes in their contract settlements. Prior to satisfactory
resolution of the issues, another firm's mill was on strike for over 90 days.
On March 2, 1994, the unions announced that they had selected March 16 as a
date for strike. There are meetings scheduled for the Company and unions to
meet prior to that date.
While the Company believes that the Pacific Northwest and
Fort Frances, Ontario, negotiations can be resolved without work stoppages
or strikes, it is not possible at this time to predict how the negotiations
may conclude.
Among the negotiations scheduled for 1994 are labor contracts
covering the Company's Northwest wood products facilities.
Identification of Executive Officers
The information with respect to the executive officers of the
registrant, which is set forth in Item 10 of this annual report on Form 10-K,
is incorporated into this Part I by this reference.
Capital Investment
The Company's capital expenditures in 1993 were $221 million,
compared with $283 million in 1992 and $299 million in 1991. Details of 1993
spending by segment and by type are as follows:
Replacement,
Quality/ Timber and Environmental,
Expansion Efficiency(1) Timberlands and Other Total
(expressed in millions)
Paper and paper products $ 25 $ 43 $ - $ 111 $ 179
Office products 1 1 - 1 3
Building products 8 7 - 14 29
Timber and timberlands - - 4 - 4
Other 2 - - 4 6
______ ______ ______ ______ ______
Total $ 36 $ 51 $ 4 $ 130 $ 221
(1) Quality and efficiency projects include quality improvements, modernization, energy,
and cost-saving projects.
The level of capital investment in 1994 is expected to be about
$300 million. The 1994 capital budget will be allocated to cost-saving,
modernization, replacement, maintenance, environmental, and safety projects.
Energy
The paper and paper products segment is the primary energy user
of the Company. Self-generated energy sources in this segment, such as wood
wastes, pulping liquors, and hydroelectric power, provided 55% of total 1993
energy requirements, compared with 54% in 1992 and 52% in 1991. The energy
requirements fulfilled by purchased sources in 1993 were as follows: natural
gas, 45%; electricity, 28%; residual fuel oil, 8%; and other sources, 19%.
Item 2. Properties
The Company owns substantially all of its operating facilities.
Regular maintenance, renewal, and new construction programs have preserved
the operating suitability and adequacy of those properties.
Following is a list of the Company's facilities by segment as of
December 31, 1993. Information concerning timber resources is presented in
Item 1 of this Form 10-K.
Paper and Paper Products
10 pulp and paper mills located in Alabama, Louisiana, Maine, Minnesota,
Oregon, Washington (3), and Ontario, Canada (2).
1 recycled pulp mill located in Washington.
6 regional service centers located in California, Georgia, Illinois,
New Jersey, Oregon, and Texas.
1 converting facility located in Oregon.
7 corrugated container plants located in Idaho (2), Nevada, Oregon, Utah,
and Washington (2).
Office Products
24 office supply, paper, and office furniture distribution centers located
in Arizona, California (2), Connecticut, Florida, Hawaii (4), Illinois,
Maryland, Massachusetts, Michigan, Minnesota, Missouri, New Jersey, Ohio,
Oregon, Pennsylvania, South Carolina, Texas (2), Utah, and Washington. The
Company plans to open a distribution center in Denver, Colorado, late in the
first quarter of 1994.
4 retail outlets located in Hawaii.
Building Products
13 sawmills located in Alabama, Idaho (3), Louisiana, Oregon (5), and
Washington (3).
12 plywood and veneer plants located in Idaho, Louisiana (2), Oregon (7),
and Washington (2).
1 particleboard plant located in Oregon.
1 engineered wood products plant located in Oregon.
1 wood beam plant located in Idaho.
9 wholesale building materials units located in Arizona, Colorado, Idaho (2),
Montana, Utah, and Washington (3).
2 satellite building materials facilities located in Colorado and Washington.
Item 3. Legal Proceedings
As of December 31, 1993, the Company was notified that it is a
"potentially responsible party" under the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA) or similar federal and
state laws with respect to 53 sites where hazardous substances or other
contaminants are located. On April 19, 1993, the Company filed a lawsuit in
State District Court in Boise, Idaho, against 31 of its current and previous
insurance carriers seeking insurance coverage for response costs the Company
has incurred or may incur at these sites. The Company cannot predict with
certainty the total response and remedial costs, the Company's share of the
total costs, the extent to which contributions will be available from other
parties, the amount of time necessary to complete the cleanups, or the
availability of insurance coverage. However, based on the Company's
investigations, the Company's experience with respect to cleanup of hazardous
substances, the fact that expenditures will in many cases be incurred over
extended periods of time, and the number of solvent potentially responsible
parties, the Company does not presently believe that the known actual and
potential response costs will, in the aggregate, have a material adverse
effect on its financial condition or the results of operations.
In January 1994, the state of Maine Department of Environmental
Protection requested that the Company enter into an administrative settlement
to resolve alleged violations of the state's environmental laws during April
1991 through March 1993 at the Company's facility in Rumford, Maine. The
alleged violations concern water discharges, air emissions, and hazardous
waste. The Department has requested that the Company pay a fine of $359,000
and agree to an injunctive order. Negotiations with the Department are
ongoing; it is expected that this matter will be resolved consensually, but
at this time, the ultimate resolution of this matter and the dollar amount
of any settlement cannot be determined.
The Company is involved in other litigation and administrative
proceedings primarily arising in the normal course of its business. In the
opinion of management, the Company's recovery, if any, or the Company's
liability, if any, under any pending litigation or administrative proceeding,
including that described in the preceding paragraphs would not materially
affect its financial condition or operations.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
The Company's common stock is listed on the New York, the Chicago,
and the Pacific Stock Exchanges. The high and low sales prices for the
Company's common stock, as well as the frequency and amount of dividends paid
on such stock, are presented in the tables captioned "Common Stock Prices"
and "Common Stock Dividends -- Paid Per Share" in the Company's 1993 Annual
Report. Additional information concerning dividends on common stock is
presented under the caption "Dividends" of the Financial Review, and
information concerning restrictions on the payments of dividends is included
in Note 4, "Debt," of the Notes to Financial Statements in the Company's
1993 Annual Report. The approximate number of common shareholders, based
upon actual record holders at year-end, is presented under the caption
"Financial Highlights" of the Company's 1993 Annual Report. The information
under these captions is incorporated herein by this reference.
Item 6. Selected Financial Data
The following table sets forth selected financial data of the
Company for the years indicated and should be read in conjunction with the
disclosures in Item 7 of this Form 10-K:
1993 1992 1991 1990 1989
(expressed in millions)
Assets
Current assets $ 887 $ 866 $ 933 $ 998 $ 932
Property and equipment, net 3,010 3,067 3,163 3,155 2,629
Other 616 627 633 632 582
______ ______ ______ ______ ______
$4,513 $4,560 $4,729 $4,785 $4,143
Liabilities and
Shareholders' Equity
Current liabilities $ 688 $ 750 $ 651 $ 758 $ 678
Long-term debt, less
current portion 1,593 1,680 1,916 1,649 1,205
Guarantee of ESOP debt 247 262 275 286 293
Other 480 510 439 516 392
Shareholders' equity 1,505 1,358 1,448 1,576 1,575
______ ______ ______ ______ ______
$4,513 $4,560 $4,729 $4,785 $4,143
1993 1992 1991 1990 1989
(expressed in millions, except
per-common-share amounts)
Net sales $3,958 $3,716 $3,950 $4,186 $4,338
Income (loss) before accounting
change (77) (154) (79) 75 268
Net income (loss) (77) (227) (79) 75 268
Net income (loss) per common share
Primary
Income (loss) before
accounting change $(3.17) $(4.79) $(2.46) $ 1.62 $ 6.19
Effect of net accounting
change (1) - (1.94) - - -
______ ______ ______ ______ ______
$(3.17) $(6.73) $(2.46) $ 1.62 $ 6.19
Fully diluted (2)
Income (loss) before
accounting change $(3.17) $(4.79) $(2.46) $ 1.62 $ 5.70
Effect of net accounting
change (1) - (1.94) - - -
______ ______ ______ ______ ______
$(3.17) $(6.73) $(2.46) $ 1.62 $ 5.70
Cash dividends declared
per common share $ .60 $ .60 $ 1.29 $ 1.52 $ 1.43
(1) Consists of a one-time noncash charge of $73 million, or $1.94 per share,
for the adoption of Financial Accounting Standards Board requirements to
accrue postretirement benefits other than pensions.
(2)The computation of fully diluted net income (loss) per common share was
antidilutive in all years reported except for the year ended December 31,
1989; therefore, the amounts reported for primary and fully diluted
earnings are the same.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Management's discussion and analysis of financial condition and
results of operations are presented under the captions "Financial Review"
and "Discussion and Analysis" of the Company's 1993 Annual Report. The
information under these captions is incorporated herein by this reference.
Item 8. Financial Statements and Supplementary Data
The Company's consolidated financial statements and related notes,
together with the report of the independent public accountants, are presented
in the Company's 1993 Annual Report and are incorporated herein by this
reference. Selected quarterly financial data is presented under the caption
"Quarterly Results of Operations" in the Company's 1993 Annual Report and is
incorporated herein by this reference.
The consolidated income (loss) statement for the three months
ended December 31, 1993, is presented in the Company's Fact Book for the
fourth quarter of 1993 and is incorporated herein by this reference.
The 10.125% Notes issued in December 1990, the 9.85% Notes issued
in June 1990, the 9.9% Notes issued in March 1990, and the 9.45% Debentures
issued in October 1989 each contain a provision under which in the event of
the occurrence of both a designated event, as defined, and a rating decline,
as defined, the holders of these securities may require the Company to redeem
the securities.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Directors
The directors and nominees for directors of the Company are pre-
sented under the caption "Election of Directors" in the Company's definitive
proxy statement dated March 7, 1994. All of the nominees are presently
directors. This information is incorporated herein by this reference.
Executive Officers as of February 28, 1994
Date First
Elected as
Name Age Position or Office an Officer
John B. Fery 64 Chairman of the Board and 11/29/60
Chief Executive Officer,
Director
George J. Harad 49 President and
Chief Operating Officer,
Director 5/11/82
Peter G. Danis Jr. 62 Executive Vice President 7/26/77
Theodore Crumley 48 Senior Vice President and
Chief Financial Officer 5/10/90
Rex L. Dorman 60 Senior Vice President 2/21/75
Alice E. Hennessey 57 Senior Vice President 10/28/71
Terry R. Lock 52 Senior Vice President 2/17/77
Richard B. Parrish 55 Senior Vice President 2/27/80
N. David Spence 58 Senior Vice President 12/8/87
John H. Wasserlein 52 Senior Vice President 2/10/82
J. Ray Barbee 46 Vice President 9/26/89
Stanley R. Bell 47 Vice President 9/25/90
John C. Bender 53 Vice President 2/13/90
Charles D. Blencke 50 Vice President 12/11/92
Tom E. Carlile 42 Vice President and
Controller 2/4/94
A. Ben Groce 52 Vice President 2/8/91
J. Michael Gwartney 53 Vice President 4/25/89
John W. Holleran 39 Vice President and
General Counsel 7/30/91
H. John Leusner 58 Vice President 12/11/92
Irving Littman 53 Vice President and
Treasurer 11/1/84
Jeffrey G. Lowe 52 Vice President 12/11/92
Robert L. Merrill 51 Vice President 12/11/92
Carol B. Moerdyk 43 Vice President 5/10/90
D. Ray Ryden 60 Vice President 4/26/88
Donald F. Smith 52 Vice President 12/8/87
J. Kirk Sullivan 58 Vice President 9/30/81
Gary M. Watson 46 Vice President 2/5/93
A. James Balkins III 41 Corporate Secretary 9/5/91
All of the officers named above except A. Ben Groce and Gary M.
Watson (see below) have been employees of the registrant or one of its
subsidiaries for at least five years. Mr. Groce rejoined the Company in 1991
after resigning in June 1989. Prior to his resignation, he had served as an
officer of the Company since December 1987.
Rex L. Dorman, senior vice president and former chief financial
officer, will retire from his position with the Company effective June 1,
1994. Theodore Crumley, formerly vice president and controller, was elected
senior vice president and chief financial officer as of February 4, 1994, to
replace him. Mr. Dorman will assist Mr. Crumley with the transition in the
Company's financial management until June 1.
Tom E. Carlile was elected vice president and controller in
February 1994. Mr. Carlile received a B.A. degree in accounting in 1973 from
Boise State University in Boise, Idaho, and is a certified public accountant.
He joined the Company in 1973 and held a variety of financial and planning
positions before becoming director of finance and planning for the White
Paper Division in 1989.
E. Thomas Edquist, senior vice president, retired from his position
as an officer of the Company effective July 31, 1993. He continued to work
for the Company until his retirement on December 31, 1993.
Gary M. Watson was elected vice president in February 1993.
Dr. Watson received a B.S. degree in chemistry from Western Washington
University in 1969. He also received an M.S. degree in 1972 and a Ph.D.
degree in chemical physics in 1974, both from Lawrence University in
connection with the Institute of Paper Science and Technology. He joined
Boise Cascade in 1992 as director of the Company's Paper Research and
Development Center in Portland, Oregon.
Item 11. Executive Compensation
Information concerning compensation of the Company's executive
officers for the year ended December 31, 1993, is presented under the caption
"Compensation Tables" in the Company's definitive proxy statement dated
March 7, 1994. This information is incorporated herein by this reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Information concerning the security ownership of certain benefi-
cial owners as of December 31, 1993, is set forth under the caption
"Beneficial Ownership" in the Company's definitive proxy statement
dated March 7, 1994, and is incorporated herein by this reference.
(b) Information concerning security ownership of management as of
December 31, 1993, is set forth under the caption "Security Ownership
of Directors and Executive Officers" in the Company's definitive proxy
statement dated March 7, 1994, and is incorporated herein by this
reference.
Item 13. Certain Relationships and Related Transactions
Information concerning certain relationships and related
transactions during 1993 is set forth under the caption "Consulting
Agreement" in the Company's definitive proxy statement dated March 7, 1994,
and is incorporated herein by this reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) The following documents are filed as a part of this annual report on
Form 10-K for Boise Cascade Corporation and subsidiaries:
(1) (i) The Income (Loss) Statement for the three months ended
December 31, 1993, is incorporated herein by this reference
from the Company's Fact Book for the fourth quarter of
1993.
(ii) The Financial Statements, the Notes to Financial
Statements, and the Report of Independent Public
Accountants listed below are incorporated herein
by this reference from the Company's 1993 Annual
Report.
- Balance Sheets as of December 31, 1993, 1992,
and 1991.
- Statements of Income (Loss) for the years ended
December 31, 1993, 1992, and 1991.
- Statements of Cash Flows for the years ended
December 31, 1993, 1992, and 1991.
- Statements of Shareholders' Equity for the years
ended December 31, 1993, 1992, and 1991.
- Notes to Financial Statements.
- Report of Independent Public Accountants.
(2) Financial Statement Schedules.
- Report of Independent Public Accountants.
V Property and Equipment for the years ended
December 31, 1993, 1992, and 1991.
VI Accumulated Depreciation, Depletion, and
Amortization of Property and Equipment for the years
ended December 31, 1993, 1992, and 1991.
VII Guarantees of Securities of Other Issuers as of
December 31, 1993.
IX Short-Term Borrowings for the years ended
December 31, 1993, 1992, and 1991.
X Supplementary Income Statement Information for the
years ended December 31, 1993, 1992, and 1991.
- Consent of Independent Public Accountants.
Schedules other than those listed are omitted because they are
not applicable or because the required information is shown in
the financial statements or notes.
(3) Exhibits.
A list of the exhibits required to be filed as part of this
report is set forth in the Index to Exhibits, which immedi-
ately precedes such exhibits, and is incorporated herein
by this reference.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended
December 31, 1993.
For the purpose of complying with the rules governing Form S-8 under the
Securities Act of 1933, the undersigned registrant hereby undertakes as
follows, which undertaking shall be incorporated by reference into
registrant's Registration Statements on Form S-8 Nos. 33-47892 (filed
May 14, 1992), 33-28595 (filed May 8, 1989), 33-21964 (filed June 6,
1988), 33-31642 (filed November 7, 1989), 2-96196 (filed March 25, 1985),
33-45675 (filed February 12, 1992), and 33-16672 (filed September 10,
1987):
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant 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 registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication
of such issue.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Boise Cascade Corporation:
We have audited, in accordance with generally accepted auditing
standards, the financial statements included in Boise Cascade Corporation's
annual report to shareholders incorporated by reference in this Form 10-K,
and have issued our report thereon dated January 26, 1994. Our report on
the financial statements includes an explanatory paragraph with respect to
the change in the method of accounting for postretirement benefits other
than pensions in accordance with Standard No. 106 of the Financial
Accounting Standards Board as discussed in Note 5 of the financial state-
ments. Our audit was made for the purpose of forming an opinion on those
statements taken as a whole. The schedules listed in Part IV, Item 14(a)(2)
are the responsibility of the Company's management and are presented for
purposes of complying with the Securities and Exchange Commission's rules
and are not part of the basic financial statements. These schedules have
been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein
in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN & CO.
Boise, Idaho
January 26, 1994
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Boise Cascade Corporation
By John B. Fery
John B. Fery
Chairman of the Board and
Chief Executive Officer
Dated: March 11, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 11, 1994.
Signature Capacity
(i) Principal Executive Officer:
John B. Fery Chairman of the Board and
John B. Fery Chief Executive Officer
(ii) Principal Financial Officer:
Theodore Crumley Senior Vice President and
Theodore Crumley Chief Financial Officer
(iii) Principal Accounting Officer:
Tom E. Carlile Vice President
Tom E. Carlile and Controller
(iv) Directors:
John B. Fery Paul J. Phoenix
John B. Fery Paul J. Phoenix
Anne L. Armstrong A. William Reynolds
Anne L. Armstrong A. William Reynolds
Robert E. Coleman Frank A. Shrontz
Robert E. Coleman Frank A. Shrontz
George J. Harad Edson W. Spencer
George J. Harad Edson W. Spencer
Robert K. Jaedicke Robert H. Waterman, Jr.
Robert K. Jaedicke Robert H. Waterman, Jr.
James A. McClure Ward W. Woods
James A. McClure Ward W. Woods
BOISE CASCADE CORPORATION AND SUBSIDIARIES
SCHEDULE V--PROPERTY AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
BALANCE AT BALANCE
BEGINNING ADDITIONS OTHER CHANGES AT END OF
CLASSIFICATION OF PERIOD AT COST RETIREMENTS ADD DEDUCT PERIOD
(EXPRESSED IN THOUSANDS)
YEAR ENDED DECEMBER 31, 1993
Timber and timberlands
Timber and timberlands $ 323,156 $ 4,663 $ 11,120 $ - $ 11,128(1) $ 305,571
Timber deposits 62,799 - - - 2,316 60,483
__________ __________ __________ __________ __________ __________
$ 385,955 $ 4,663 $ 11,120 $ - $ 13,444 $ 366,054
Property and equipment
Land and land improvements $ 56,601 $ 2,759 $ 922 $ - $ 1,567(2) $ 56,871
Buildings and improvements 556,266 19,975 4,529 - - 571,712
Machinery and equipment 4,498,287 194,084 49,937 - - 4,642,434
__________ __________ __________ __________ __________ __________
$5,111,154 $ 216,818 $ 55,388 $ - $ 1,567 $5,271,017
YEAR ENDED DECEMBER 31, 1992
Timber and timberlands
Timber and timberlands $ 347,634 $ 7,537 $ 22,070 $ - $ 9,945(1) $ 323,156
Timber deposits 41,820 - - 20,979 - 62,799
__________ __________ __________ __________ __________ __________
$ 389,454 $ 7,537 $ 22,070(3) $ 20,979 $ 9,945 $ 385,955
Property and equipment
Land and land improvements $ 64,334 $ 1,593 $ 7,816 $ - $ 1,510(2) $ 56,601
Buildings and improvements 593,649 16,129 53,512 - - 556,266
Machinery and equipment 4,417,202 257,692 176,607 - - 4,498,287
__________ __________ __________ __________ __________ __________
$5,075,185 $ 275,414 $ 237,935(4) $ - $ 1,510 $5,111,154
YEAR ENDED DECEMBER 31, 1991
Timber and timberlands
Timber and timberlands $ 358,020 $ 5,065 $ 10,608 $ 5,100(5) $ 9,943(1) $ 347,634
Timber deposits 33,965 - - 7,855 - 41,820
__________ __________ __________ __________ __________ __________
$ 391,985 $ 5,065 $ 10,608 $ 12,955 $ 9,943 $ 389,454
Property and equipment
Land and land improvements $ 76,633 $ 1,348 $ 6,675 $ - $ 6,972(5) $ 64,334
Buildings and improvements 569,906 27,679 3,936 - - 593,649
Machinery and equipment 4,235,133 264,582 82,513 - - 4,417,202
__________ __________ __________ __________ __________ __________
$4,881,672 $ 293,609 $ 93,124(6) $ - $ 6,972 $5,075,185
NOTES:
(1) Primarily cost of company timber harvested.
(2) Primarily amortization of logging roads.
(3) Includes sales of timber and timberlands of $14,438,000.
(4) Includes $61,164,000 attributable to the sale of essentially all of the Company's wholesale office products
distribution operations, $98,044,000 to the sale of 11 corrugated container plants, and $24,770,000 to the
sale of other miscellaneous items.
(5) Primarily the transfer of plant site to timberlands and amortization of logging roads.
(6) Includes $37,728,000 attributable to the sale of company aircraft.
BOISE CASCADE CORPORATION AND SUBSIDIARIES
SCHEDULE VI--ACCUMULATED DEPRECIATION,
DEPLETION, AND AMORTIZATION OF PROPERTY AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
ADDITIONS
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND OTHER CHANGES AT END OF
DESCRIPTION OF PERIOD EXPENSES RETIREMENTS ADD DEDUCT PERIOD
(EXPRESSED IN THOUSANDS)
YEAR ENDED DECEMBER 31, 1993
Buildings and improvements $ 216,624 $ 21,909 $ 3,575 $ - $ - $ 234,958
Machinery and equipment 1,827,565 233,106 34,269 - - 2,026,402
__________ __________ __________ __________ __________ __________
$2,044,189 $ 255,015 $ 37,844 $ - $ - $2,261,360
YEAR ENDED DECEMBER 31, 1992
Buildings and improvements $ 213,091 $ 21,513 $ 17,980 $ - $ - $ 216,624
Machinery and equipment 1,699,569 232,822 104,826 - - 1,827,565
__________ __________ __________ __________ __________ __________
$1,912,660 $ 254,335 $ 122,806(1) $ - $ - $2,044,189
YEAR ENDED DECEMBER 31, 1991
Buildings and improvements $ 194,395 $ 21,889 $ 3,193 $ - $ - $ 213,091
Machinery and equipment 1,532,399 211,566 44,396 - - 1,699,569
__________ __________ __________ __________ __________ __________
$1,726,794 $ 233,455 $ 47,589(2) $ - $ - $1,912,660
NOTES:
(1) Includes $21,708,000 attributable to the sale of essentially all of the Company's wholesale office products
distribution operations, $54,085,000 to the sale of 11 corrugated container plants, and $2,520,000 to the sale of
other miscellaneous items.
(2) Includes $2,886,000 attributable to the sale of company aircraft.
BOISE CASCADE CORPORATION AND SUBSIDIARIES
SCHEDULE VII--GUARANTEES OF SECURITIES OF OTHER ISSUERS
DECEMBER 31, 1993
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G
NATURE OF ANY DEFAULT
BY ISSUER OF
AMOUNT OWNED AMOUNT IN SECURITIES GUARANTEED
NAME OF ISSUER OF TITLE OF ISSUE OF BY PERSON OR TREASURY OF IN PRINCIPAL, INTEREST,
SECURITIES GUARANTEED EACH CLASS OF TOTAL AMOUNT PERSONS FOR ISSUER OF SINKING FUND OR
BY PERSON FOR WHICH SECURITIES GUARANTEED AND WHICH STATE- SECURITIES NATURE OF REDEMPTION PROVISIONS,
STATEMENT IS FILED GUARANTEED OUTSTANDING MENT IS FILED GUARANTEED GUARANTEE (1) OR PAYMENT OF DIVIDENTS
(expressed in thousands)
City of Lafayette -
Industrial Revenue
Bonds Secured Notes $1,450 $ - $ - $ 107 None
City of Yakima -
Industrial Revenue
Bonds Unsecured Notes 1,700 - - 167 None
City of Oil City -
Industrial Revenue
Bonds Unsecured Notes 1,900 - - 112 None
City of Edwardsville -
Industrial Revenue
Bonds Unsecured Notes 1,000 - - 71 None
City of West Chicago -
Industrial Revenue
Bonds Secured Notes 1,000 - - 96 None
______ ______ ______ ______
$7,050 $ - $ - $ 553
(1) All guarantees are for principal and interest. Amounts shown represent annual aggregate interest guaranteed.
BOISE CASCADE CORPORATION AND SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
CATEGORY OF WEIGHTED AVERAGE AMOUNT WEIGHTED AVERAGE
AGGREGATE BALANCE AVERAGE MAXIMUM AMOUNT OUTSTANDING INTEREST RATE
SHORT-TERM AT END OF INTEREST OUTSTANDING DURING THE DURING THE
BORROWINGS PERIOD RATE AT MONTH END PERIOD (1) PERIOD (2)
(dollars expressed in thousands)
1993
Notes payable
Amounts payable
to banks $ 31,000 3.9% $ 50,516 $ 26,105 3.7%
1992
Notes payable
Amounts payable
to banks $ 4,000 4.1% $139,000 $ 55,401 4.4%
1991
Notes payable
Amounts payable
to banks $ 58,000 5.1% $106,000 $ 61,545 6.1%
(1) The average amount outstanding during the year was determined based on daily amounts outstanding.
(2) The weighted average interest rate during the year was computed by dividing average annualized
interest by average annualized short-term borrowings.
BOISE CASCADE CORPORATION AND SUBSIDIARIES
SCHEDULE X -- SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991
COLUMN A COLUMN B
ITEM CHARGED TO COSTS AND EXPENSES
YEAR ENDED DECEMBER 31
1993 1992 1991
(expressed in thousands)
Maintenance and repairs $339,027 $345,257 $369,079
Taxes, other than payroll
and income taxes 52,848 54,984 57,633
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our reports dated January 26, 1994, included or incor-
porated by reference in this Form 10-K for the year ended December 31, 1993,
into Boise Cascade Corporation's previously filed post-effective amendment
No. 1 to Form S-8 registration statement (File No. 33-28595); the
registration statement on Form S-8 (File No. 33-47892); post-effective
amendment No. 1 to Form S-8 registration statement (File No. 2-96196); post-
effective amendment No. 1 to Form S-8 registration statement (File
No. 33-21964); the registration statement on Form S-8 (File No. 33-31642);
the registration statement on Form S-8 (File No. 33-45675); the registration
statement on Form S-3 (File No. 33-38216); and the registration statement on
Form S-3 (File No. 33-55396).
ARTHUR ANDERSEN & CO.
Boise, Idaho
March 11, 1994
BOISE CASCADE CORPORATION
INDEX TO EXHIBITS
Filed with the Annual Report
on Form 10-K for the
Year Ended December 31, 1993
Page
Number Description Number
(1)
3.1 (2) Restated Certificate of Incorporation, as amended -
3.2 (3) Certificate of Designation of Convertible Preferred
Stock, Series D, dated July 10, 1989 -
3.3 (4) Certificate of Designation of Conversion Preferred
Stock, Series E, dated January 21, 1992 -
3.4 Certificate of Designation of Cumulative Preferred
Stock, Series F, dated January 29, 1993 31
3.5 Bylaws, as amended, July 30, 1993 35
3.6 Certificate of Designation of Conversion Preferred
Stock, Series G, dated September 17, 1993 51
4.1 (5) Trust Indenture between Boise Cascade Corporation and
Morgan Guaranty Trust Company of New York, Trustee,
dated October 1, 1985, as amended -
4.2 (6) 1990 Revolving Loan Agreement -- $750,000,000, dated
January 1, 1990, as amended -
4.3 (7) Shareholder Rights Plan, as amended September 25, 1990 -
9 Inapplicable -
10.1 Key Executive Performance Plan for Executive Officers,
as amended February 3, 1994 65
10.2 1986 Executive Officer Deferred Compensation Plan,
as amended July 29, 1993 81
10.3 1983 Board of Directors Deferred Compensation Plan,
as amended July 29, 1993 93
10.4 1982 Executive Officer Deferred Compensation Plan,
as amended July 29, 1993 103
10.5 Executive Officer Severance Pay Policy 115
10.6 Supplemental Early Retirement Plan for Executive Officers 119
10.7 Boise Cascade Corporation Supplemental Retirement Policy 131
10.8 1987 Board of Directors Deferred Compensation Plan,
as amended July 29, 1993 135
10.9 1984 Key Executive Stock Option Plan and Form of Agreement,
as amended through February 7, 1992 145
10.10 Executive Officer Group Life Insurance Plan description 157
10.11 Executive Officer Split-Dollar Life Insurance Plan 161
10.12 Form of Agreement with Executive Officers, as amended 175
10.13 Supplemental Health Care Plan for Executive Officers 189
10.14 Nonbusiness Use of Corporate Aircraft Policy, as amended 197
10.15 Executive Officer Financial Counseling Program description 201
10.16 Family Travel Program description 205
10.17 Form of Directors' Indemnification Agreement 209
10.18 Deferred Compensation and Benefits Trust, as amended
through June 30, 1989 219
10.19 1991 Director Stock Option Plan 249
11 Inapplicable -
12 Ratio of Earnings (Losses) to Fixed Charges 259
13.1 Incorporated sections of the Boise Cascade Corporation
1993 Annual Report 263
13.2 Incorporated sections of the Boise Cascade Corporation
1993 Fact Book for the fourth quarter of 1993 301
18 Inapplicable -
19 Inapplicable -
22 Significant subsidiaries of the registrant 309
23 Inapplicable -
24 Consent of Arthur Andersen & Co. (See page 26) -
25 Inapplicable -
28 Inapplicable -
29 Inapplicable -
(1) This information appears only in the manually signed original of the
Annual Report on Form 10-K.
(2) Exhibit 3.1 was filed under the same exhibit number in the Company's
1987 Annual Report on Form 10-K and is incorporated herein by this
reference.
(3) The Certificate of Designation of Convertible Preferred Stock, Series D,
dated July 10, 1989, was filed as Exhibit 4.4 in the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1989, and is
incorporated herein by this reference.
(4) Exhibit 3.3 was filed under the same exhibit number in the Company's 1991
Annual Report on Form 10-K and is incorporated herein by this reference.
(5) The Trust Indenture between Boise Cascade Corporation and Morgan Guaranty
Trust Company of New York, Trustee, dated October 1, 1985, as amended,
was filed as Exhibit 4 in the Registration Statement on Form S-3
No. 33-5673, filed May 13, 1986. The First Supplemental Indenture, dated
December 20, 1989, to the Trust Indenture between Boise Cascade
Corporation and Morgan Guaranty Trust Company of New York, Trustee, dated
October 1, 1985, was filed as Exhibit 4.2 in the Pre-Effective Amendment
No. 1 to the Registration Statement on Form S-3 No. 33-32584, filed
December 20, 1989. The Second Supplemental Indenture, dated August 1,
1990, to the Trust Indenture was filed as Exhibit 4.1 in the Company's
Current Report on Form 8-K filed on August 10, 1990. Each of the
documents referenced in this footnote is incorporated herein by this
reference.
(6) The 1990 Revolving Loan Agreement, as amended, was filed as Exhibit 4.1
in the Company's Form 10-K for the year ended December 31, 1989, filed
with the Securities and Exchange Commission on March 8, 1990, and is
incorporated herein by this reference. The Form of Second Amendment to
the 1990 Revolving Loan Agreement was filed as Exhibit 4.2 in the
Company's Form 10-Q for the quarter ended March 31, 1992, filed with the
Securities and Exchange Commission on May 8, 1992, and the Form of Third
Amendment to the 1990 Revolving Loan Agreement was filed as Exhibit 4 in
the Company's Form 8-K, dated December 4, 1992, filed with the Securities
and Exchange Commission on December 4, 1992, both of which are
incorporated herein by this reference.
In reliance upon item 601(b)(4)(iii) of Regulation S-K, the registrant is
not filing herewith various instruments (other than those mentioned in
footnotes 5 and 6) defining the rights of holders of long-term debt of the
registrant and its subsidiaries because the total amount of securities
authorized under each such instrument does not exceed 10% of the total
assets of the registrant and its subsidiaries on a consolidated basis.
The registrant hereby agrees to furnish a copy of any such instrument to
the Commission upon request.
(7) The Rights Agreement, dated as of December 13, 1988, as amended
September 25, 1990, was filed as Exhibit 1 in the Company's Form 8-K
filed with the Securities and Exchange Commission on September 25, 1990,
and is incorporated herein by this reference.