- Prospectus filed pursuant to Rule 424(b)(3) (424B3)
14 April 2009 - 7:24PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-155595
PROSPECTUS SUPPLEMENT NO. 2
(To
prospectus dated February 12, 2009)
39,035,777
Shares of Common Stock
This prospectus supplement, which supplements the prospectus dated and
filed on February 12, 2009, as amended and supplemented from time to time
(the prospectus), relates to the resale from time to time of up to 39,035,777
shares of common stock of Boise Inc. by the selling shareholders
identified in the prospectus and this prospectus supplement.
You should read this prospectus supplement in conjunction with the
prospectus. This prospectus supplement is not complete without, and may not be
delivered or used except in conjunction with, the prospectus. This prospectus
supplement is qualified by reference to the prospectus, except to the extent
that the information provided by this prospectus supplement supersedes or
supplements information contained in the prospectus.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this
prospectus supplement is April 14, 2009.
SELLING SHAREHOLDERS
The table of selling shareholders appearing under the caption Selling
Shareholders beginning on page 15 of the prospectus is hereby
supplemented and amended by adding the information below regarding the selling
shareholders identified as the CVR Holders in the prospectus.
Beneficial ownership is determined in accordance with the rules of
the SEC and includes voting or investment power with respect to shares. Unless
otherwise indicated below, to our knowledge, all persons named in the table
have sole voting and investment power with respect to the shares of common
stock beneficially owned by them. The inclusion of any shares in this table
does not constitute an admission of beneficial ownership for the person named
below.
|
|
Shares of Common Stock
Beneficially Owned
|
|
Number of Shares of
Registered Common
|
|
Shares of Common
Stock to be
Beneficially Owned
after the Offering
|
|
Name of Selling Shareholder
|
|
Number
|
|
Percentage
|
|
Stock Being Offered
|
|
Number
|
|
Percentage
|
|
Sage Master Investments Ltd.
|
|
1,081,041
|
|
1.35
|
|
234,512
|
|
846,529
|
|
1.06
|
|
President and Fellows of Harvard College
|
|
1,341,616
|
|
1.68
|
|
183,333
|
|
1,158,283
|
|
1.45
|
|
Sage Master Investments Ltd. II
|
|
566,947
|
|
*
|
|
123,645
|
|
433,302
|
|
*
|
|
Leonardo, L.P.
|
|
611,113
|
|
*
|
|
111,112
|
|
500,001
|
|
*
|
|
AG Super Fund, LP
|
|
856,266
|
|
1.07
|
|
85,627
|
|
770,639
|
|
*
|
|
Lazard Capital Markets
|
|
58,564
|
|
*
|
|
58,564
|
|
0
|
|
*
|
|
Pali Capital
|
|
333,333
|
|
*
|
|
33,333
|
|
300,000
|
|
*
|
|
Ramius Enterprise Master Fund Ltd.
|
|
28,633
|
|
*
|
|
28,633
|
|
0
|
|
*
|
|
Basso Multi-Strategy Holding Fund, Ltd.
|
|
174,607
|
|
*
|
|
24,224
|
|
150,383
|
|
*
|
|
Ionic Cap Master Fund LTD
|
|
22,926
|
|
*
|
|
22,926
|
|
0
|
|
*
|
|
GAM Arbitrage Investments, Inc.
|
|
217,538
|
|
*
|
|
21,754
|
|
195,784
|
|
*
|
|
AG Super Fund International Partners, L.P.
|
|
216,276
|
|
*
|
|
21,628
|
|
194,648
|
|
*
|
|
RCG Baldwin, LP
|
|
18,333
|
|
*
|
|
18,333
|
|
0
|
|
*
|
|
RCG PB, Ltd.
|
|
15,111
|
|
*
|
|
15,111
|
|
0
|
|
*
|
|
Nutmeg Patners, L.P.
|
|
134,226
|
|
*
|
|
13,423
|
|
120,803
|
|
*
|
|
Richard Rogal
|
|
159,444
|
|
*
|
|
11,444
|
|
148,000
|
|
*
|
|
ICM Business Trust
|
|
10,231
|
|
*
|
|
10,231
|
|
0
|
|
*
|
|
David Boris
|
|
88,889
|
|
*
|
|
8,889
|
|
80,000
|
|
*
|
|
Hammerman Capital Partners, LP
|
|
83,334
|
|
*
|
|
8,334
|
|
75,000
|
|
*
|
|
AG Garden Partners, L.P.
|
|
65,640
|
|
*
|
|
6,564
|
|
59,076
|
|
*
|
|
AG CNG Fund, L.P.
|
|
65,640
|
|
*
|
|
6,564
|
|
59,076
|
|
*
|
|
AG MM, L.P.
|
|
39,133
|
|
*
|
|
3,914
|
|
35,219
|
|
*
|
|
Basso Fund Ltd.
|
|
3,554
|
|
*
|
|
3,554
|
|
0
|
|
*
|
|
AG Princess, L.P.
|
|
29,876
|
|
*
|
|
2,988
|
|
26,888
|
|
*
|
|
PHS Bay Colony, L.P.
|
|
28,193
|
|
*
|
|
2,820
|
|
25,373
|
|
*
|
|
Ramius Select Equity Fund LP
|
|
2,556
|
|
*
|
|
2,556
|
|
0
|
|
*
|
|
PHS Patriot Fund, L.P.
|
|
13,886
|
|
*
|
|
1,389
|
|
12,497
|
|
*
|
|
David McMillan
|
|
54,422
|
|
*
|
|
1,122
|
|
53,300
|
|
*
|
|
Thomas Hehman IRA
|
|
20,278
|
|
*
|
|
278
|
|
20,000
|
|
*
|
|
William Rosenberg
|
|
2,111
|
|
*
|
|
111
|
|
2,000
|
|
*
|
|
Hound Partners, LLC
|
|
1
|
|
*
|
|
1
|
|
0
|
|
*
|
|
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