Sec Form 13G Filing - BOISE CASCADE HOLDINGS L.L.C. filing for BOISE CASCADE Co (BCC) - 2014-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 09739D100

13G/A

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):
Boise Cascade Holdings, L.L.C.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0.00%

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 09739D100

13G/A

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):
Forest Products Holdings, L.L.C.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0.00%

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 09739D100

13G/A

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):
Madison Dearborn Capital Partners IV, L.P.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0.00%

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 09739D100

13G/A

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):
Madison Dearborn Partners IV, L.P.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0.00%

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 09739D100

13G/A

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):
Madison Dearborn Partners, LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 (See Item 4)

6

Shared Voting Power
11,537 (See Item 4)

7

Sole Dispositive Power
0 (See Item 4)

8

Shared Dispositive Power
11,537 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
11,537 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0.03% (See Item 4)

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 09739D100

13G/A

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):
Paul J. Finnegan

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
73,612 (See Item 4)

6

Shared Voting Power
71,185 (See Item 4)

7

Sole Dispositive Power
73,612 (See Item 4)

8

Shared Dispositive Power
71,185 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
144,797 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0.37% (See Item 4)

12

Type of Reporting Person (See Instructions)
IN

CUSIP No. 09739D100

13G/A

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):
Samuel M. Mencoff

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
93,016 (See Item 4)

6

Shared Voting Power
51,783 (See Item 4)

7

Sole Dispositive Power
93,016 (See Item 4)

8

Shared Dispositive Power
51,783 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
144,799 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0.37% (See Item 4)

12

Type of Reporting Person (See Instructions)
IN

CUSIP No. 09739D100

13G/A

1

Names of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only):
Thomas S. Souleles

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
58,245

6

Shared Voting Power
11,537 (See Item 4)

7

Sole Dispositive Power
58,245

8

Shared Dispositive Power
11,537 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
69,782 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0.18% (See Item 4)

12

Type of Reporting Person (See Instructions)
IN

Item 1(a)

Name of Issuer:
Boise Cascade Company (the “Company”)

Item 1(b)

Address of Issuer’s Principal Executive Offices:
The Company’s principal executive offices are at 1111 West Jefferson Street, Suite 300; Boise, Idaho  83702-5389.

Item 2(a)

Name of Person Filing:
This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act:  Boise Cascade Holdings, L.L.C. (“BC Holdings”); Forest Products Holdings, L.L.C. (“FPH”); Madison Dearborn Capital Partners IV, L.P. (“MDCP IV”); Madison Dearborn Partners IV, L.P. (“MDP IV”); Madison Dearborn Partners, LLC (“MDP”); Paul J. Finnegan; Samuel M. Mencoff; and Thomas S. Souleles (collectively, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, dated March 31, 2014, a copy of which is attached as Exhibit A to this Statement, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Item 2(b)

Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of the Reporting Persons is c/o Madison Dearborn Partners, LLC, 70 W. Madison Street, Suite 4600; Chicago, Illinois  60602.

Item 2(c)

Citizenship:
BC Holdings, FPH, MDCP IV, MDP IV and MDP were organized under the laws of the State of Delaware.

Messrs. Finnegan, Mencoff and Souleles are citizens of the United States. 

Item 2(d)

Title of Class of Securities:
Common Stock, par value $0.01 per share (the “Common Stock”)

Item 2(e)

CUSIP Number:
09739D100

Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

o

Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K).

Not applicable.

CUSIP No. 09739D100

13G/A

Item 4

Ownership:

(a)

Amount beneficially owned reflects the following:   

·      On February 26, 2014, the Company distributed 2,023 restricted stock units (collectively, the “2013 RSUs”) to each of Mr. Samuel M. Mencoff, Thomas S. Souleles and Matthew W. Norton as non-employee directors of the Company.  The 2013 RSUs vested on February 26, 2014; provided, that they will not be delivered to the subject holders until 60 days after their termination as a director or employee of the Company.

·      FPH holds a majority of the voting common units of BC Holdings and has the right to appoint a majority of the members of the board of directors of BC Holdings.  MDCP IV is the controlling equityholder of FPH.   MDP IV is the general partner of MDCP IV.  MDP is the general partner of MDP IV.  Messrs. Finnegan and Mencoff are the sole members of a limited partner committee of MDP IV that has the power to dispose of the equity units held by MDCP IV.  Mr. Souleles is a managing director of MDP.  Each of Messrs. Finnegan, Mencoff and Souleles are also investors in MDP IV and/or MDCP IV.  Messrs. Mencoff, Souleles and Norton hold the 2013 RSUs for the benefit of MDCP IV, MDP IV and MDP. As a result of these relationships, (i) each of MDCP IV, MDP IV, MDP and Messrs. Finnegan, Mencoff and Souleles has shared voting and dispositive power with respect to the 2013 RSUs and (ii) each of Messrs. Finnegan, Mencoff and Souleles has shared voting and dispositive power with respect to the 5,468 shares of Company common stock held of record by MDP.

·      Mr. Paul J. Finnegan is the record holder of 73,612 shares. Additionally, (i) Glen Lake Partners II, L.P. is the record holder of 7,428 shares; (ii) Paul McCally Finnegan Dynasty Trust is the record holder of 10,444 shares; (iii) Alexander James Finnegan Dynasty Trust is the record holder of 10,444 shares; (iv) Katherine Marie Finnegan Dynasty Trust is the record holder of 10,444 shares; (v) Mary M. Finnegan Dynasty Trust is the record holder of 10,444 shares; (vi) Peter A. Finnegan 2005 Trust is the record holder of 5,222 shares; and (vii) Albert W. McCally 2005 Trust is the record holder of 5,222 shares.  Mr. Finnegan is the trustee of Glen Lake Partners Management Trust I, a general partner of Glen Lake Partners II, L.P. Mr. Finnegan’s wife, Mary M. Finnegan, is the trustee of Glen Lake Partners Management Trust II, the other general partner of Glen Lake Partners II, L.P.  Mrs. Finnegan and Peter Finnegan, Mr. Finnegan’s brother, are co-trustees of each of Paul McCally Finnegan Dynasty Trust, Alexander James Finnegan Dynasty Trust, Katherine Marie Finnegan Dynasty Trust and Mary Finnegan Dynasty Trust. Mrs. Finnegan is trustee of Peter A. Finnegan 2005 Trust and Albert W. McCally 2005 Trust.

·      Mr. Samuel M. Mencoff is the record holder of 93,016 shares. Additionally, Quaker Investors, LLC (“Quaker Investors”) is the record holder of 743 shares; and Bruin Investors, LLC (“Bruin Investors”) is the record holder of 743 shares. Temple Hall Partners, L.P. is the record holder of 38,760 shares. Mr. Mencoff is the trustee of the general partner of Temple Hall Partners, L.P and the sole manager of each of Quaker Investors and Bruin Investors.

Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that they are the beneficial owners of any of the Common Stock referred to herein for the purposes of Section 13(d) of the Securities Act of 1933, as amended, or for any other purpose, and, except to the extent of their holdings of record and their pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

(b)

Percent of class:   

BC Holdings: 0.00%

FPH: 0.00%

MDCP IV: 0.00%

MDP IV: 0.00%

MDP: 0.03%

Paul J. Finnegan: 0.37%

Samuel M. Mencoff: 0.37%

Thomas S. Souleles: 0.18%

Except as set forth on the cover of certain pages of this Schedule 13G, all percentages calculated in this Schedule 13G are based upon an aggregate of 39,365,350 shares of Common Stock outstanding as of February 26, 2014 as disclosed in the Company’s Annual Report on Form 10-K filed on February 28, 2014.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

See Item 5 on the cover pages hereto.

(ii)

Shared power to vote or to direct the vote:     

See Item 6 on the cover pages hereto. 

(iii)

Sole power to dispose or to direct the disposition of:   

See Item 7 on the cover pages hereto.

(iv)

Shared power to dispose or to direct the disposition of:   

See Item 8 on the cover pages hereto.

Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G.

Item 5

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following x

Item 6

Ownership of More Than Five Percent on Behalf of Another Person:

Not Applicable.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

Not Applicable.

Item 8

Identification and Classification of Members of the Group:

The Reporting Persons may be deemed to be a “group” for purposes of Section 13(d)(3) of the Act.  The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement.

Item 9

Notice of Dissolution of Group:

Not Applicable.

Item 10

Certification:

Not Applicable.

CUSIP No. 09739D100

13G/A

By:

/s/ Paul J. Finnegan

Name:

Paul J. Finnegan

By:

/s/ Samuel M. Mencoff

Name:

Samuel M. Mencoff

By:

/s/ Thomas S. Souleles

Name:

Thomas S. Souleles

BOISE CASCADE HOLDINGS, L.L.C.

By:

/s/ John T. Sahlberg

Name:

John T. Sahlberg

Its:

Senior Vice President, Human Resources & General Counsel

FOREST PRODUCTS HOLDINGS, L.L.C.

By:

/s/ John T. Sahlberg

Name:

John T. Sahlberg

Its:

Senior Vice President, Human Resources & General Counsel

MADISON DEARBORN CAPITAL PARTNERS IV, L.P.

By:

Madison Dearborn Partners IV, L.P.

Its:

General Partner

By:

Madison Dearborn Partners, LLC

Its:

General Partner

By:

/s/ Mark B. Tresnowski

Name:

Mark B. Tresnowski

Its:

Managing Director

MADISON DEARBORN PARTNERS IV, L.P.

By:

Madison Dearborn Partners, LLC

Its:

General Partner

By:

/s/ Mark B. Tresnowski

Name:

Mark B. Tresnowski

Its:

Managing Director

MADISON DEARBORN PARTNERS, LLC

By:

/s/ Mark B. Tresnowski

Name:

Mark B. Tresnowski

Its:

Managing Director

By:

/s/ Paul J. Finnegan

Name:

Paul J. Finnegan

By:

/s/ Samuel M. Mencoff

Name:

Samuel M. Mencoff

By:

/s/ Thomas S. Souleles

Name:

Thomas S. Souleles

BOISE CASCADE HOLDINGS, L.L.C.

By:

/s/ John T. Sahlberg

Name:

John T. Sahlberg

Its:

Senior Vice President, Human Resources & General Counsel

FOREST PRODUCTS HOLDINGS, L.L.C.

By:

/s/ John T. Sahlberg

Name:

John T. Sahlberg

Its:

Senior Vice President, Human Resources & General Counsel

MADISON DEARBORN CAPITAL PARTNERS IV, L.P.

By:

Madison Dearborn Partners IV, L.P.

Its:

General Partner

By:

Madison Dearborn Partners, LLC

Its:

General Partner

By:

/s/ Mark B. Tresnowski

Name:

Mark B. Tresnowski

Its:

Managing Director

MADISON DEARBORN PARTNERS IV, L.P.

By:

Madison Dearborn Partners, LLC

Its:

General Partner

By:

/s/ Mark B. Tresnowski

Name:

Mark B. Tresnowski

Its:

Managing Director

MADISON DEARBORN PARTNERS, LLC

By:

/s/ Mark B. Tresnowski

Name:

Mark B. Tresnowski

Its:

Managing Director