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Officemax Inc · 10-Q · For 3/31/97

Filed On 5/12/97 · SEC File 1-05057 · Accession Number 12978-97-19

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 5/12/97  Boise Cascade Corp                10-Q        3/31/97    4:13

Quarterly Report · Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Bcc 10q Text                                          10     70K 
 2: EX-11       Exhibit 11 to Bcc 10q                                  1      5K 
 3: EX-12       Exhibit 12 to Bcc 10q                                  1      9K 
 4: EX-27       Exhibit 27 to Bcc 10q                                  1      8K

10-Q · Bcc 10q Text
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Changes in Securities Defaults Upon Senior Securities Exhibits and Reports on Form 8-K Financial Condition Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Notes to Quarterly Financial Statements Other Information Submission of Matters to a Vote of Security Holders
1	1st Page
7	Notes to Quarterly Financial Statements
8	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Financial Condition
"	Item 1. Legal Proceedings
"	Item 2. Changes in Securities
"	Item 3. Defaults Upon Senior Securities
"	Item 4. Submission of Matters to a Vote of Security Holders
"	Item 5. Other Information
"	Item 6. Exhibits and Reports on Form 8-K

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C.   20549  

F O R M  10 - Q 

(X) Quarterly Report Pursuant to Section 13 or 15(d) of The Securities          
Exchange Act of 1934                                                    

For the Quarterly Period Ended March 31, 1997                                   

( ) Transition Report Pursuant to Section 13 or 15(d) of The Securities         
Exchange Act of 1934                                                    

For the Transition Period From ___________ to _____________                     

Commission file number 1-5057                                                   

BOISE CASCADE CORPORATION 

(Exact name of registrant as specified in its charter)  

Delaware                                                     82-0100960         

(State or other jurisdiction of                        (I.R.S. Employer         
incorporation or organization)                      Identification No.)         

1111 West Jefferson Street                                                      
P.O. Box 50                                                                     
Boise, Idaho                                                 83728-0001         

(Address of principal executive offices)                     (Zip Code)         

(208) 384-6161                                                                  

(Registrant's telephone number, including area code)                            

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 the number of shares outstanding of each of the issuer's classes of    
common stock, as of the latest practicable date.                                

                                    Shares Outstanding
Class                               as of April 30, 1997
Common stock, $2.50 par value                   48,534,360          

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PART I - FINANCIAL INFORMATION  

STATEMENTS OF INCOME (LOSS) 
BOISE CASCADE CORPORATION AND SUBSIDIARIES  
(unaudited) 

Item 1.     Financial Statements                                                
                                             Three Months Ended March 31
                                             1997             1996
                                            (expressed in thousands,
                                            except per share data)
Revenues                                                                        
Sales                                           $1,273,610      $1,227,600  
Other income (expense), net                           (260)          6,260  
                                              __________      __________
                                               1,273,350       1,233,860
                                              __________      __________

Costs and expenses                                                              
Materials, labor, and other operating expenses   1,048,020         967,620  
Depreciation and cost of company timber                                     
harvested                                         56,470          55,340
Selling and administrative expenses                163,500         135,810  
                                              __________      __________
                                               1,267,990       1,158,770
                                              __________      __________

Equity in net income of affiliates                        30           1,090    
                                              __________      __________

Income from operations                                 5,390          76,180    
                                              __________      __________

Interest expense                                     (27,700)        (30,560)   
Interest income                                        2,090             340    
Foreign exchange loss                                    (10)           (250)   
Gain on subsidiary's issuance of stock                  -                430    
                                              __________      __________
                                                  (25,620)        (30,040)
                                              __________      __________

Income (loss) before income taxes and                                           
minority interest                                  (20,230)         46,140  

Income tax provision (benefit)                        (7,890)         17,830    
                                              __________      __________
Income (loss) before minority interest               (12,340)         28,310    
Minority interest, net of income tax                  (2,870)         (2,800)   
                                              __________      __________
Net income (loss)                                 $  (15,210)     $   25,510    

Net income (loss) per common share                                              
Primary                                             $ (.51)         $  .32  

Fully diluted                                       $ (.51)         $  .30  

Dividends declared per common share                   $  .15          $  .15    

The accompanying notes are an integral part of these Financial Statements.  

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SEGMENT INFORMATION     
BOISE CASCADE CORPORATION AND SUBSIDIARIES  
(unaudited) 

                                         Three Months Ended March 31
                                         1997             1996
                                        (expressed in thousands)

Segment sales                                                                   
Paper and paper products                     $  370,554      $  495,925     
Office products                                 597,871         461,423     
Building products                               377,382         347,957     
Intersegment eliminations and other             (72,197)        (77,705)    
                                        __________      __________
                                        $1,273,610      $1,227,600

Segment operating income (loss)                                                 
Paper and paper products                     $  (22,667)     $   53,427     
Office products                                  28,515          27,615     
Building products                                10,392             888     
Equity in net income of affiliates                   30           1,090     
Corporate and other                             (10,880)         (6,840)    
                                        __________      __________
Income from operations                     $    5,390      $   76,180   

The accompanying notes are an integral part of these Financial Statements.  

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BOISE CASCADE CORPORATION AND SUBSIDIARIES  
BALANCE SHEETS  

ASSETS                                      (unaudited)                         
                                          March 31           December 31
                                  1997          1996          1996
                                      (expressed in thousands)
Current                                                                         
Cash and cash items                 $   70,913    $   39,721   $   40,066   
Short-term investments at cost,                                             
which approximates market             99,112         8,944      220,785 
                                 __________    __________   __________
                                    170,025        48,665      260,851

Receivables, less allowances of                                             
$5,105,000, $3,734,000, and                                             
$4,911,000                           505,515       484,017      476,339 
Inventories                            512,854       617,208      540,433   
Deferred income tax benefits            57,402        78,858       53,728   
Other                                   26,676       130,936       24,053   
                                 __________    __________   __________
                                  1,272,472     1,359,684    1,355,404
                                 __________    __________   __________

Property                                                                        
Property and equipment                                                      
Land and land improvements            40,174        40,191       40,393 
Buildings and improvements           470,570       464,661      452,578 
Machinery and equipment            3,917,249     4,433,607    3,859,124 
                                 __________    __________   __________
                                  4,427,993     4,938,459    4,352,095
Accumulated depreciation            (1,849,420)   (2,198,192)  (1,798,349)  
                                 __________    __________   __________
                                  2,578,573     2,740,267    2,553,746
Timber, timberlands, and timber                                             
deposits                             293,678       377,165      293,028 
                                 __________    __________   __________
                                  2,872,251     3,117,432    2,846,774
                                 __________    __________   __________

Investments in equity affiliates          35,479        31,706       19,430     
Other assets                             495,996       425,061      489,101     
                                 __________    __________   __________
Total assets                          $4,676,198    $4,933,883   $4,710,709     

The accompanying notes are an integral part of these Financial Statements.  

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BOISE CASCADE CORPORATION AND SUBSIDIARIES  
BALANCE SHEETS  

LIABILITIES AND SHAREHOLDERS' EQUITY                                            
                       (unaudited)
                                             March 31          December 31
                                      1997        1996          1996
                                      (expressed in thousands)
Current                                                                         
Notes payable                          $   25,600  $   93,000  $   36,700   
Current portion of long-term debt         156,886      18,653     157,304   
Income taxes payable                        5,261         707       3,307   
Accounts payable                          421,064     410,910     427,224   
Accrued liabilities                                                         
Compensation and benefits               118,240     138,923     119,282 
Interest payable                         26,880      25,496      31,585 
Other                                   157,345     153,316     157,156 
                                    __________  __________  __________
                                       911,276     841,005     932,558
                                    __________  __________  __________

Debt                                                                            
Long-term debt, less current portion    1,359,753   1,552,726   1,330,011   
Guarantee of ESOP debt                    196,116     213,934     196,116   
                                    __________  __________  __________
                                     1,555,869   1,766,660   1,526,127
                                    __________  __________  __________
Other                                                                           
Deferred income taxes                     239,665     298,727     249,676   
Other long-term liabilities               242,601     255,290     240,323   
                                    __________  __________  __________
                                       482,266     554,017     489,999
                                    __________  __________  __________
Minority interest                            85,862      70,386      81,534     
                                    __________  __________  __________
Shareholders' equity                                                            
Preferred stock -- no par value;                                            
10,000,000 shares authorized;                                           
Series D ESOP:  $.01 stated                                             
value; 5,695,464; 6,062,101;                                        
 and 5,904,788 shares outstanding      256,296     272,795     265,715
Deferred ESOP benefit                  (196,116)   (213,934)   (196,116)
Series F:  $.01 stated value;                                           
 115,000 shares outstanding            111,043     111,043     111,043
Series G:  $.01 stated value;                                           
 862,500 shares outstanding            176,404     176,404     176,404
Common stock -- $2.50 par value;                                            
200,000,000 shares authorized;                                          
48,511,585; 48,400,340; and                                             
48,276,861 shares outstanding           121,328     120,051     121,191 
Additional paid-in capital                233,846     216,392     230,728   
Retained earnings                         938,124   1,019,064     971,526   
                                    __________  __________  __________
Total shareholders' equity            1,640,925   1,701,815   1,680,491 
                                    __________  __________  __________
Total liabilities and shareholders'                                             
equity                                 $4,676,198  $4,933,883  $4,710,709   

The accompanying notes are an integral part of these Financial Statements.  

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BOISE CASCADE CORPORATION AND SUBSIDIARIES  
STATEMENTS OF CASH FLOWS  
(unaudited) 

                                             Three Months Ended March 31
                                              1997        1996
                                              (expressed in thousands)
Cash provided by (used for) operations                                          
Net income (loss)                                $  (15,210) $   25,510     
Items in income (loss) not using (providing) cash                           
Equity in net income of affiliates                    (30)     (1,090)  
Depreciation and cost of company timber                                 
harvested                                        56,470      55,340 
Deferred income tax provision (benefit)            (9,742)      9,059   
Minority interest, net of income tax                2,870       2,800   
Amortization and other                              4,981       5,084   
Gain on subsidiary's issuance of stock                 -           (430)    
Receivables                                         (26,644)     13,533     
Inventories                                          29,899     (24,923)    
Accounts payable and accrued liabilities            (15,002)    (26,072)    
Current and deferred income taxes                     1,172     (28,865)    
Other                                                   487       3,551     
                                            __________  __________
Cash provided by operations                        29,251      33,497   
                                            __________  __________

Cash provided by (used for) investment                                          
Expenditures for property and equipment             (80,294)   (170,616)    
Expenditures for timber and timberlands              (1,797)     (1,795)    
Investments in equity affiliates, net               (16,014)     (4,659)    
Purchases of facilities                              (7,748)   (129,259)    
Other                                               (11,168)     18,394     
                                            __________  __________
Cash used for investment                         (117,021)   (287,935)  
                                            __________  __________

Cash provided by (used for) financing                                           
Cash dividends paid                                                         
Common stock                                       (7,271)     (7,164)  
Preferred stock                                    (6,161)     (6,126)  
                                            __________  __________
                                                (13,432)    (13,290)
Notes payable                                       (11,100)     76,000     
Additions to long-term debt                          30,000     338,893     
Payments of long-term debt                             (676)   (153,127)    
Other                                                (7,848)      3,158     
                                            __________  __________
Cash provided by (used for) financing              (3,056)    251,634   
                                            __________  __________

Decrease in cash and short-term investments           (90,826)     (2,804)      

Balance at beginning of the year                      260,851      51,469       
                                            __________  __________

Balance at March 31                                $  170,025  $   48,665       

The accompanying notes are an integral part of these Financial Statements.  

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Notes to Quarterly Financial Statements                                         

(1)   BASIS OF PRESENTATION.  The quarterly financial statements have been      
prepared by the Company pursuant to the rules and regulations of the
 Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in   
accordance with generally accepted accounting principles have been  
condensed or omitted pursuant to such rules and regulations.  These 
 statements should be read together with the statements and the accom-
panying notes included in the Company's 1996 Annual Report.         

   The quarterly financial statements have not been audited by independent
 public accountants, but in the opinion of management, all adjustments
necessary to present fairly the results for the periods have been   
included.  The net income (loss) for the three months ended         
March 31, 1997 and 1996, was subject to seasonal variations and     
    necessarily involved estimates and accruals.  Except as may be disclosed
   within these "Notes to Quarterly Financial Statements," the adjustments
made were of a normal, recurring nature.  Quarterly results are not 
necessarily indicative of results that may be expected for the year.

(2)   NET INCOME (LOSS) PER COMMON SHARE.  Net income (loss) per common share   
    was determined by dividing net income (loss), as adjusted, by applicable
shares outstanding.  For the three months ended March 31, 1997, the 
computation of fully diluted net loss per share was antidilutive;   
   therefore, amounts reported for primary and fully diluted loss were the
same.                                                               

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                                         Three Months Ended March 31
                                           1997             1996
                                          (expressed in thousands)

 Net Income (loss) as reported            $   (15,210)     $    25,510
    Preferred dividends                         (9,713)          (9,849)
                                          ___________      ___________
 Primary income (loss)                        (24,923)          15,661
Assumed conversions:                                            
     Preferred dividends eliminated              -               3,739
      Supplemental ESOP contribution              -              (3,195)
                                          ___________      ___________
 Fully diluted income (loss)              $   (24,923)     $    16,205

Average number of common shares                                     
   Average shares outstanding                  48,512           47,858
   Dilutive effect of stock options              -                 542
Dilutive effect of convertible                                  
  preferred stock - Series G                  -                -
                                          ___________      ___________
 Primary                                       48,512           48,400
Additional dilutive effect of                                   
     stock options                               -                 106
Dilutive effect of convertible                                  
     preferred stock - Series D                  -               4,897
                                          ___________      ___________
 Fully diluted                                 48,512           53,403

Average number of common shares                                     
if all convertible securities                                   
were dilutive                                                   

 Primary shares                                55,771           55,309

 Fully diluted shares                          60,427           60,312

    Primary income excludes, and primary loss includes, the aggregate amount
of dividends on the Company's preferred stock, if dilutive.  The    
 dividend attributable to the Company's Series D convertible preferred
   stock held by the Company's ESOP (employee stock ownership plan) is net
of a tax benefit.  To determine the fully diluted income (loss),    
dividends on convertible preferred stock and interest, net of any   
applicable taxes, have been added back to primary income (loss) to  
   reflect assumed conversions, if dilutive.  The fully diluted income was
 reduced by, and the fully diluted loss was increased by, the dilutive
  after-tax amount of additional contributions that the Company would be
   required to make to its ESOP if the Series D ESOP preferred shares were
converted to common stock.                                          

For the three months ended March 31, 1997 and 1996, primary average 
    shares included common shares outstanding and, if dilutive, common stock
equivalents attributable to stock options and Series G conversion   
preferred stock.  For the three months ended March 31, 1997 and     
1996, common stock equivalents attributable to the effect of the    
 Series G conversion preferred stock were antidilutive.  Additionally,
for the three months ended March 31, 1997, common stock equivalents 
attributable to stock options were antidilutive.  Accordingly,      
7,259,000 common stock equivalent shares for the three months ended 
March 31, 1997, and 6,909,000 common stock equivalent shares for the
three months ended March 31, 1996, were excluded from the average   
number of primary common shares.                                    

In addition to common and common equivalent shares, fully diluted   
average shares include common shares that would be issuable upon    
  conversion of the Company's other convertible securities, if dilutive.
   For the three months ended March 31, 1997, all adjustments to arrive at
the average number of fully diluted common shares were antidilutive.
  Accordingly, 11,915,000 common equivalent and other convertible shares
    were excluded from the average number of fully diluted common shares for
that period.  For the three months ended March 31, 1996, 6,909,000  
   common equivalent shares were excluded from the average number of fully
diluted common shares.                                              

In February 1997, the Financial Accounting Standards Board issued   
Statement 128, Earnings Per Share, which will be implemented in the 
    fourth quarter of 1997.  The statement will have no impact on previously
  reported fully diluted earnings (loss) per share which will be renamed
 diluted earnings (loss) per share.  Primary earnings (loss) per share
   will be replaced with basic earnings (loss) per share which will not be
 significantly different than the previously reported primary earnings
(loss) per share.                                                   

(3)   INVENTORIES.  Inventories include the following:                          

                                             March 31      December 31
                                      1997       1996       1996
                                          (expressed in thousands)

 Finished goods and work in process    $391,133   $456,299    $390,694
 Logs                                    61,567     95,535      98,883
 Other raw materials and supplies       141,229    176,927     131,631
  LIFO reserve                           (81,075)  (111,553)    (80,775)
                                       ________   ________    ________
                                       $512,854   $617,208    $540,443

(4)   INCOME TAXES.  The estimated tax benefit rate for the first three months  
    of 1997, was 39%. The estimated tax provision rate, excluding the effect
of not providing taxes related to "Gain on subsidiary's issuance of 
  stock," for the first three months of 1996 was 39%.  The actual annual
1996 tax provision rate, excluding the effect of not providing taxes
    related to "Gain on subsidiary's issuance of stock" was 46%.  The change
 in the rate was due primarily to the sensitivity of the rate to lower
income levels and the mix of income sources.                        

(5)   DEBT.  On March 11, 1997, the Company signed a new revolving credit       
  agreement with a group of banks.  The new agreement allows the Company
 to borrow as much as $600 million at variable interest rates based on
customary indices, and expires in June 2002.  The revolving credit  
 agreement contains financial covenants relating to minimum net worth,
minimum interest coverage ratios, and ceiling ratios of debt to     
   capitalization.  The new agreement replaces the Company's previous $600
    million revolving credit agreement that would have expired in June 2000.
  At March 31, 1997, there were no borrowings under this agreement.  The
Company's majority-owned subsidiary, Boise Cascade Office Products  
    Corporation ("BCOP"), has a $350 million revolving credit agreement with
   a group of banks.  Borrowing under this agreement was $170.0 million at
March 31, 1997.  Also at March 31, 1997, BCOP had $25.6 million of  
short-term borrowings outstanding.                                  

(6)   BOISE CASCADE OFFICE PRODUCTS CORPORATION.  During the first three        
months of 1997, BCOP made two acquisitions which were accounted for 
under the purchase method of accounting.  Accordingly, the purchase 
prices were allocated to the assets acquired and liabilities assumed
based upon their estimated fair values.  The initial purchase price 
   allocations may be adjusted within one year of the date of purchase for
    changes in estimates of the fair values of assets and liabilities.  Such
   adjustments are not expected to be significant to results of operations
 or the financial position of the Company.  The excess of the purchase
price over the estimated fair value of the net assets acquired was  
   recorded as goodwill and is being amortized over 40 years.  The results
of operations of the acquired businesses are included in BCOP's     
operations subsequent to the dates of acquisition.                  

  On January 31, 1997, BCOP acquired the stock of the contract stationer
  business of The Office Stop, based in Butte, Montana.  On February 28,
1997, BCOP acquired the assets of the contract stationer business of
  Florida Ribbon and Carbon, based in Jacksonville, Florida.  In January
 1997, BCOP also completed a joint venture with Otto Versand to direct
market office products in Europe, initially in Germany.  These      
transactions, including the joint venture with Otto Versand, were   
  completed for cash of $14.9 million, $2.9 million of BCOP common stock
 issued, and the recording of $1.0 million of acquisition liabilities.

On February 5, 1996, BCOP completed the acquisition of 100% of the  
    shares of Grand & Toy Limited (Grand & Toy) from Cara Operations Limited
    (Toronto).  On January 31, February 9, and March 29, 1996, BCOP acquired
businesses in New Mexico, Maine, Vermont, and Wisconsin.  These     
    businesses were acquired for cash of $129.3 million and the recording of
$18.4 million of acquisition liabilities.                           

 Unaudited pro forma results of operations reflecting the acquisitions
 would have been as follows.  If the 1997 acquisitions had occurred on
January 1, 1997, sales for the first three months of 1997 would have
   increased by $3.6 million.  There would have been no significant change
to net income and loss per common share.  If the 1997 and 1996      
   acquisitions had occurred on January 1, 1996, sales for the first three
   months of 1996 would have increased by $36.3 million.  There would have
   been no significant change to net income and earnings per common share.
This unaudited pro forma financial information does not necessarily 
   represent the actual consolidated results of operations that would have
resulted if the acquisitions had occurred on the dates assumed.     

(7)   SHAREHOLDER'S EQUITY.  In October 1995, the Company announced that its    
board of directors had authorized the Company to purchase up to     
  4,300,000 shares of its common stock or common stock equivalents.  The
   authorization superseded all previous stock buyback authorizations.  In
  1996, the Company announced that because of weakening operating condi-
tions in the Company's paper and wood products businesses, and the  
decision to fund the Jackson pulp and paper mill expansion without a
joint venture partner, the Company has slowed the purchase of its   
common stock or common stock equivalents.  Since October 1995, the  
Company purchased 624,011 shares of stock through March 31, 1997.   

Item 2.  Management's Discussion and Analysis of Financial Condition and        
Results of Operations                                                           

Three Months Ended March 31, 1997, Compared With Three Months Ended March 31,   
1996                                                                            

Boise Cascade Corporation's net loss for the first quarter of 1997 was          
$15.2 million, compared with net income of $25.5 million for the first quarter  
of 1996.  Primary and fully diluted loss per common share for the first         
quarter of 1997 were 51 cents.  For the same quarter in 1996, primary earnings  
per common share were 32 cents, while fully diluted earnings per common share   
were 30 cents.                                                                  

Sales for the first quarter of 1997 were $1.3 billion compared with             
$1.2 billion for the first quarter of 1996.                                     

The Company's paper segment reported an operating loss of $22.7 million in the  
first quarter of 1997, compared with operating income of $53.4 million in the   
first quarter of 1996.  Sales fell 25% to $370.6 million in the first quarter   
of 1997 from $495.9 million in the first quarter of 1996.  The decline in       
results was due primarily to lower paper prices.  Average prices for all of     
the Company's paper grades declined from first-quarter 1996 levels by $175 a    
ton, or 26%.  Sales volumes for the first quarter of 1997 were 634,000 tons,    
compared with 602,000 tons in the first quarter of 1996 and 511,000 tons        
excluding the Company's coated paper publication business, which was sold       
November 1, 1996.  The sold business contributed $90.1 million of sales and     
$18.8 million of operating income in the first quarter of 1996.                 

Paper segment manufacturing costs in the first quarter of 1997 were $509 per    
ton compared with $593 per ton in the comparison quarter.  Excluding            
manufacturing costs associated with the sold coated paper publication           
business, first quarter 1996 costs were $560 per ton.  The decrease from        
quarter to quarter was due primarily to lower fiber costs and fixed costs       
being spread over a larger number of tons of paper produced.                    

Operating income in the office products segment improved in the first quarter   
of 1997 to $28.5 million, compared with $27.6 million in the prior-year         
quarter.  Net sales in the first quarter of 1997 increased 30% to $597.9        
million, compared with $461.4 million in the first quarter of 1996.  The        
growth in sales resulted primarily from acquisitions and product line           
extensions.  Same location sales increased 12% in the first quarter of 1997,    
compared with sales in the first quarter of 1996.  Significant paper price      
declines from the same quarter a year ago constrained revenue growth in the     
current quarter.  Gross margins were 25.2% in the first quarter of 1997         
relative to 26.6% in the year-ago first quarter. The decrease in gross margins  
was due, in part, to the fact that in the first quarter of 1996, paper costs    
to BCOP were declining rapidly from the peak reached late in 1995, which        
raised their gross margin in the first half of 1996.  Also, the decrease in     
gross margins was partly due to sales growth in technology-related products,    
which have lower gross margins than BCOP's more traditional office products     
line.                                                                           

Building products operating income increased from $.9 million for the year-ago  
first quarter to $10.4 million in the first quarter of 1997.  Results for the   
quarter just ended were stronger than those of a year ago, largely because of   
improved prices for lumber and plywood.  Relative to the year-ago quarter,      
average prices for lumber increased 24% and plywood prices increased 4%.  Unit  
sales volumes for lumber and plywood decreased 5% and 4% respectively,          
compared with the year-ago volumes.  In the engineered wood products business,  
total net sales dollars increased 25% compared with last year.  Sales for the   
building products segment were $377.4 million in the first quarter of 1997, up  
8% compared with the $348.0 million reported in the first quarter of 1996.      
For the first quarter of 1997, building materials distribution sales were up    
18% from the comparison quarter.  The improvement in sales resulted primarily   
from the addition of three new distribution centers purchased in 1996.          

Interest expense was $27.7 million in the first quarter of 1997, compared with  
$30.6 million in the same period last year.  However, capitalized interest in   
the first quarter of 1997 totaled $6.4 million compared with $2.9 million in    
the first quarter of 1996.  The increase was due primarily to the expansion of  
the Jackson pulp and paper mill.  With the start-up of the expansion in April   
1997, the amount of interest capitalized will decrease significantly.  The      
Company's debt is predominately fixed rate.  Consequently, the Company          
experiences only modest changes in interest expense when market interest        
rates change.                                                                   

Financial Condition                                                             

At March 31, 1997, the Company had working capital of $361.2 million.  Working  
capital was $518.7 million at March 31, 1996, and $422.8 million at             
December 31, 1996.  Cash provided by operations was $29.3 million for the       
first three months of 1997, compared with $33.5 million for the same period in  
1996.                                                                           

On March 11, 1997, the Company signed a new revolving credit agreement with a   
group of banks.  The new agreement allows the Company to borrow as much as      
$600 million at variable interest rates based on customary indices, and         
expires in June 2002.  The revolving credit agreement contains financial        
covenants relating to minimum net worth, minimum interest coverage ratios, and  
ceiling ratios of debt to capitalization.  The payment of dividends by the      
Company is dependent upon the existence of and the amount of net worth in       
excess of the defined minimum under this agreement.  The new agreement          
replaces the Company's previous $600 million revolving credit agreement that    
would have expired in June 2000.  At March 31, 1997, there were no borrowings   
under the new agreement.                                                        

At March 31, 1997, BCOP had a $350.0 million revolving credit agreement with a  
group of banks that expires in 2001 and provides for variable rates of          
interest based upon customary indices.  As of March 31, 1997, borrowings under  
the agreement totaled $170.0 million.  The BCOP revolving credit facility       
contains customary terms, including covenants specifying a minimum net worth,   
a minimum fixed charge coverage ratio, and a maximum leverage ratio.  Also at   
March 31, 1997, BCOP had $25.6 million of short-term borrowings outstanding.    
At March 31, 1997, the Company and BCOP met all of the financial covenants      
related to their debt.                                                          

Capital expenditures for the first three months of 1997 and 1996 were           
$109.7 million and $320.0 million.  Capital expenditures for the year ended     
December 31, 1996, were $832.2 million.  The decrease in capital expenditures   
is primarily due to nearing completion of the Jackson pulp and paper mill       
expansion and lower acquisition spending by BCOP.                               

An expanded discussion and analysis of financial condition is presented on      
pages 18 and 19 of the Company's 1996 Annual Report under the captions          
"Financial Condition" and "Capital Investment."                                 

Market Conditions                                                               

The Company's office products business is expected to continue to perform       
well, as it executes its growth strategy.  Barring a downturn in the economy,   
the building products business should report seasonally improved results, with  
favorable wood products volumes and prices, while the paper business should     
strengthen over the course of the year, as order files firm, order backlogs     
lengthen, and paper prices improve.  Boise Cascade's paper business is also     
expected to be aided later in the year by the addition of the new 330,000 tons- 
per-year uncoated free sheet paper machine at the Company's mill in Jackson,    
Alabama.  The machine started up in April 1997.                                 

New Accounting Standard                                                         

In February 1997, the Financial Accounting Standards Board issued Statement     
128, Earnings Per Share, which will be implemented in the fourth quarter of     
1997.  The statement will have no impact on previously reported fully diluted   
earnings (loss) per share which will be renamed diluted earnings (loss) per     
share.  Primary earnings (loss) per share will be replaced with basic earnings  
(loss) per share which will not be significantly different than the previously  
reported primary earnings (loss) per share.                                     

PART II - OTHER INFORMATION 

Item 1.  Legal Proceedings                                                      

Reference is made to the Company's annual report on Form 10-K for the year      
ended December 31, 1996, for information concerning legal proceedings.          

As reported in the Company's 1996 Form 10-K, on March 12, 1996, a lawsuit       
purporting to be a nationwide class action was filed against the Company in     
the Fourth Judicial District Court, Ada County, Idaho.  This lawsuit alleges,   
among other allegations, that hardboard siding manufactured by the Company,     
which was used as exterior cladding for buildings, was inherently defective.    
The purported class, which has not been certified, is alleged to consist of     
all owners of buildings or structures in the United States on which hardboard   
siding manufactured by the Company is installed.  The District Court is         
expected to decide the issue of class certification sometime between July and   
December 1997.  The Complaint seeks, among other items, to declare the Company  
financially responsible for the repair and replacement of all such siding, to   
make restitution to the class members, and to award each class member           
compensatory and punitive damages.  The Company discontinued manufacturing the  
hardboard siding product which is the subject of this litigation in 1984.  The  
Company believes that there are valid factual and legal defenses to this case   
and will vigorously defend all claims asserted by the Plaintiffs.               

The Company is involved in other litigation and administrative proceedings      
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 paragraph, would not materially affect its financial condition    
or operations.                                                                  

Item 2.  Changes in Securities                                                  

The payment of dividends by the Company is dependent upon the existence of and  
the amount of net worth in excess of a defined minimum under the Company's      
revolving credit agreement.  At March 31, 1997, there were no borrowings under  
the agreement.                                                                  

Item 3.  Defaults Upon Senior Securities                                        

Not applicable.                                                                 

Item 4.  Submission of Matters to a Vote of Security Holders                    

The Company held its annual shareholders meeting on April 18, 1997.  A total    
of 55,112,379 shares of common and preferred stock were outstanding and         
entitled to vote at the meeting.  Of the total outstanding, 49,136,831 shares   
were represented at the meeting.                                                

Shareholders cast votes for election of the following directors whose terms     
expire in 1998:                                                                 

                           In Favor       Withheld       Not Voted

Philip J. Carroll                47,804,399      1,314,909       17,523         
Gary G. Michael                  47,981,863      1,137,445       17,523         

Shareholders cast votes for election of the following directors whose terms     
expire in 2000:                                                                 

                           In Favor       Withheld       Not Voted

George J. Harad                  48,001,175      1,118,133       17,523         
Donald S. Macdonald              47,766,774      1,352,534       17,523         
Jane E. Shaw                     48,027,919      1,091,389       17,523         
Edson W. Spencer                 47,692,972      1,426,336       17,523         

Continuing in office are Anne L. Armstrong and A. William Reynolds, whose       
terms expire in 1998, and Robert K. Jaedicke, Paul J. Phoenix, Frank A.         
Shrontz, and Ward W. Woods, Jr., whose terms expire in 1999.                    

The shareholders also ratified the appointment of Arthur Andersen LLP, as the   
Company's independent auditors for the year 1997 with votes cast 48,237,284     
for, 625,894 against, 256,346 abstained, and 17,307 not voted.                  

Two shareholder advisory proposals presented for vote at the annual             
shareholders meeting were defeated.  The proposal recommending that Boise       
Cascade's directors take action to reincorporate the Company in Idaho was       
defeated with votes cast 2,335,358 for, 41,013,201 against, 616,953 abstained,  
and 5,171,319 not voted.  The other, recommending that the board take steps to  
declassify its structure so that all directors would stand for election         
annually, was defeated with votes cast 18,459,921 for, 25,247,670 against,      
259,720 abstained, and 5,169,520 not voted.                                     

Item 5.  Other Information                                                      

Not applicable.                                                                 

Item 6.         Exhibits and Reports on Form 8-K                                

(a)      Exhibits.                                                        

          A list of the exhibits required to be filed as part of this report
         is set forth in the Index to Exhibits, which immediately 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
March 31, 1997.                                         

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SIGNATURES  

Pursuant to the requirements 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

As Duly Authorized Officer and                                          
Chief Accounting Officer:                  /s/Tom E. Carlile            
                                Tom E. Carlile
                                               Vice President and Controller

Date:  May 12, 1997                                                             

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BOISE CASCADE CORPORATION 
INDEX TO EXHIBITS 
Filed With the Quarterly Report on Form 10-Q  
for the Quarter Ended March 31, 1997  

Number     Description                                     Page Number          

11         Computation of Per Share Earnings                                    
12         Ratio of Earnings to Fixed Charges                                   
27         Financial Data Schedule

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-Q Filing	Date	First	Last	Other Filings

	1/1/96	8
	2/5/96	8
	3/12/96	8
	3/29/96	8
	3/31/96	7	8	10-Q
	11/1/96	8
	12/31/96	8		10-K
	1/1/97	8
	1/31/97	8
	2/28/97	8
	3/11/97	8
For The Period Ended	3/31/97	1	10
	4/18/97	8		DEFN14A, DEF 14A
	4/30/97	1
Filed On / Filed As Of	5/12/97	9

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Officemax Inc · 10-Q · For 3/31/97

Filed On 5/12/97 · SEC File 1-05057 · Accession Number 12978-97-19

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