- Amended Statement of Beneficial Ownership (SC 13D/A)
02 März 2009 - 4:42PM
Edgar (US Regulatory)
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UNITED STATES
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OMB APPROVAL
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SECURITIES AND EXCHANGE COMMISSION
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OMB Number. 3235-0145
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Washington, D.C. 20549
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Expires: December 31, 2005
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Estimated average burden
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SCHEDULE 13D/A
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hours per
response............11
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Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Boise Inc.
(formerly known as Aldabra 2 Acquisition Corp.)
(Name
of Issuer)
Common Stock, par value $0.0001 per share
(Title
of Class of Securities)
(CUSIP
Number)
Boise
Cascade Holdings, L.L.C.
1111
W. Jefferson St., Suite 300
Boise,
Idaho 83728
Attention:
General Counsel
(208)
384-6161
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Madison
Dearborn Partners, L.L.C.
Three
First National Plaza
Suite
4600
Chicago, Illinois 60602
Attention: Mark Tresnowski, General Counsel
(312) 895-1000
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COPY TO:
Carol Anne Huff
Kirkland & Ellis LLP
200 E. Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date
of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on
the remainder of this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP
No.
01408A202
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Boise Cascade Holdings,
L.L.C.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
None
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8.
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Shared
Voting Power
37,085,770 shares of Common Stock
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9.
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Sole
Dispositive Power
None
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10.
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Shared Dispositive Power
37,085,770 shares of Common Stock
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
37,085,770 shares of Common Stock (See Item 5)
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12.
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
46.5% of Common Stock (See Item 5)
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14.
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Type
of Reporting Person (See Instructions)
OO
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2
CUSIP
No.
01408A202
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Forest Products Holdings,
L.L.C.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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|
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6.
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Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
None
|
|
8.
|
Shared
Voting Power
37,085,770 shares of Common Stock
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|
9.
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Sole
Dispositive Power
None
|
|
10.
|
Shared Dispositive Power
37,085,770 shares of Common Stock
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
37,085,770 shares of Common Stock (See Item 5)
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|
|
12.
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
46.5% of Common Stock (See Item 5)
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|
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14.
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Type
of Reporting Person (See Instructions)
OO
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3
CUSIP
No.
01408A202
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Madison Dearborn Capital
Partners IV, L.P.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
|
o
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|
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(b)
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x
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
OO
|
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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|
|
6.
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
None
|
|
8.
|
Shared
Voting Power
37,085,770 shares of Common Stock
|
|
9.
|
Sole
Dispositive Power
None
|
|
10.
|
Shared Dispositive Power
37,085,770 shares of Common Stock
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
37,085,770 shares of Common Stock (See Item 5)
|
|
|
12.
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
46.5% of Common Stock (See Item 5)
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14.
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Type
of Reporting Person (See Instructions)
PN
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4
CUSIP
No. 01408A202
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Madison Dearborn Partners
IV, L.P.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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|
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(b)
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x
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3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
OO
|
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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|
|
6.
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
|
Sole
Voting Power
None
|
|
8.
|
Shared
Voting Power
37,085,770 shares of Common Stock
|
|
9.
|
Sole
Dispositive Power
None
|
|
10.
|
Shared Dispositive Power
37,085,770 shares of Common Stock
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
37,085,770 shares of Common Stock (See Item 5)
|
|
|
12.
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
46.5% of Common Stock (See Item 5)
|
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14.
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Type
of Reporting Person (See Instructions)
PN
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5
Item 1. Security and
Issuer.
The response set forth in Item 1 of the Schedule 13D
is hereby incorporated by reference.
Item 2. Identity and
Background.
The response set forth in Item 2 of the Schedule 13D
is hereby incorporated by reference.
Item 3. Source and
Amount of Funds or Other Consideration.
The response set forth in Item 3 of the Schedule 13D
is hereby incorporated by reference.
Item 4. Purpose of
Transaction.
The response set forth in Item 4 of the Schedule 13D is
hereby incorporated by reference.
Item 5. Interest in
Securities of the Issuer.
The response set forth in Item 5 is hereby amended and
supplemented by adding the following:
(a)-(b)
BCH
beneficially owns 37,085,770 shares of Common Stock. BCH
has the shared power to vote and dispose of 37,085,770 shares,
constituting approximately 46.5% of the outstanding Common Stock.
FPH beneficially owns 37,085,770 shares of Common
Stock. FPH has the shared power to vote
and dispose of 37,085,770 shares, constituting approximately 46.5% of the
outstanding Common Stock.
MDCP IV beneficially owns 37,085,770 shares of Common
Stock. MDCP IV has the shared power to
vote and dispose of 37,085,770 shares, constituting approximately 46.5% of the
outstanding Common Stock. MDP IV, as the
general partner of MDCP IV, may also be deemed to beneficially own and to share
the power to vote and dispose of the Common Stock held by MDCP IV.
The Reporting Persons expressly disclaim that they
have agreed to act as a group other than as described herein. The filing of this Schedule 13D by BCH, FPH,
MDCP IV and MDP IV shall not be considered an admission that such Reporting
Persons, for the purpose of Section 13(d) of the Exchange Act, are
the beneficial owners of any of the Shares.
All of the percentages calculated in this Schedule
13D/A are based upon an aggregate of 79,716,130 shares of Common Stock
outstanding as of January 30, 2009, as reported in the Issuers Annual
Report on Form 10-K as filed on February 24, 2009.
(c) On February 13,
2009 and February 20, 2009 Boise Cascade Holdings, L.L.C. (BCH)
transferred 735,995 and 35,609 shares of Common Stock, respectively, in
satisfaction of obligations owed pursuant to the Contingent Value Rights
Agreements dated as of February 2008 (the CVRs), a form of which was
previously filed as Exhibit C hereto.
Pursuant to the CVR Agreements, BCH was obligated to pay (in the form of
cash or shares of the Issuers Common Stock) to CVR holders an amount per CVR
by which the Anniversary Price (defined as the arithmetical average of the
volume weighted average trading price of the Common Stock as reported by
Bloomberg Professional Service for
6
the period beginning 9:30 a.m., New York City time
and ending at 4:00 p.m., New York City time for the 30 trading days prior
to February 5, 2009) was less than $10.50, up to a maximum of $1.00 (the
CVR Payments). The CVR Agreements
provide that for purposes of determining the number of Common Stock shares
required to settle the CVR Payments, the value of each share shall equal the
higher of the Anniversary Price or $9.00. Accordingly, solely for purposes of
computing the number of Common Stock shares required to settle the CVR
Payments, each share used to settle the CVR Payments had a deemed value equal
to $9.00 under the CVR Agreements.
Other than the transfer of shares in connection with
the CVR Payments described herein, there have been no transactions in the
securities of
the Issuer effected by the Reporting Persons in the last 60 days.
(d) To
the knowledge of the Reporting Persons, no other persons have the right to
receive or the power to direct the receipt of dividends from, or proceeds from
the sale of, the shares of Common Stock reported herein.
(e) Inapplicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
The response set forth in Item 6 of the Schedule 13D
is hereby incorporated by reference.
Item 7. Material to be
filed as Exhibits.
Exhibit ASchedule 13D Joint Filing Agreement*
Exhibit B Investor Rights Agreement
(incorporated by reference to Exhibit 4.1 to the Companys Form 8-K
filed with the Commission on February 28, 2008)
Exhibit C Form of Contingent Value Rights
Agreement (incorporated by reference to Exhibit 99.1 to the Companys
Schedule 14A filed with the Commission on February 1, 2008)
* Previously filed as an
exhibit to the Schedule 13D filed by the Reporting Persons on March 3,
2008.
7
SIGNATURES
After reasonable inquiry and to the best of each of
the undersigneds knowledge and belief, each of the undersigned certify that
the information set forth in this statement is true, complete and correct.
Date: March 2, 2009
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Boise Cascade Holdings,
L.L.C.
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By:
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/s/ David G. Gadda
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Name:
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David G. Gadda
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Its:
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Vice President and
General Counsel
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Forest Products
Holdings, L.L.C.
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By:
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/s/ David G. Gadda
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Name:
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David G. Gadda
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Its:
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Vice President and
General Counsel
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Madison Dearborn
Capital Partners IV, L.P.
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By:
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Madison Dearborn
Partners IV, L.P.
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Its:
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General Partner
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By:
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Madison Dearborn
Partners, L.L.C.
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Its:
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General Partner
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By:
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/s/ Mark B. Tresnowski
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Name:
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Mark B. Tresnowski
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Its:
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Managing Director and
General Counsel
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Madison Dearborn
Partners IV, L.P.
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By:
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Madison Dearborn
Partners, L.L.C.
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Its:
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General Partner
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By:
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/s/ Mark B. Tresnowski
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Name:
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Mark B. Tresnowski
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Its:
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Managing Director and
General Counsel
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