- Amended Statement of Beneficial Ownership (SC 13D/A)
March 04 2010 - 10:49AM
Edgar (US Regulatory)
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UNITED STATES
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OMB APPROVAL
OMB Number:
3235-0145
Expires: December 31, 2005
Estimated average burden
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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hours per
response........11
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SCHEDULE 13D/A
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Under the Securities Exchange Act
of 1934
(Amendment No. 7)*
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
300
N. LaSalle
Chicago,
Illinois 60654
(312)
862-2000
(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 §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be
filled out for a reporting persons 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
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 Box 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
None
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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
None
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
None
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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)
0.0% 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
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 Box 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
None
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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
None
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
None
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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)
0.0% 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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3
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1
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Names of Reporting Persons
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)
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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 Box 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
None
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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
None
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
None
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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)
0.0% 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
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1
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Names of Reporting Persons
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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(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 Box 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
None
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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
None
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
None
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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)
0.0% 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
The Statement on Schedule 13D, as originally filed
with the Securities and Exchange Commission on March 3, 2008, and as amended
and supplemented by Amendment No. 1 to Schedule 13D filed with the SEC on March
2, 2009, Amendment No. 2 to Schedule 13D filed with the SEC on August 13, 2009,
Amendment No. 3 to Schedule 13D filed with the SEC on November 12, 2009,
Amendment No. 4 to Schedule 13D filed with the SEC on November 24, 2009, Amendment
No. 5 to Schedule 13D filed with the SEC on December 15, 2009, and Amendment
No. 6 to Schedule 13D filed with the SEC on March 1, 2010 (collectively, the
Schedule 13D) by the Reporting Persons named therein is hereby further
amended and supplemented by this Amendment No. 7 to Schedule 13D (the
Amendment). Capitalized terms used
herein and not otherwise defined have the meanings assigned to such terms in
the Schedule 13D.
Item 1.
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Security and Issuer.
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The response set
forth in Item 1 of the Schedule 13D is hereby incorporated by reference.
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Item 2.
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Identity and Background.
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The response set
forth in Item 2 of the Schedule 13D is hereby incorporated by reference.
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Item 3.
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Source and Amount of Funds or Other
Consideration.
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The response set
forth in Item 3 of the Schedule 13D is hereby incorporated by reference.
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Item 4.
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Purpose of Transaction.
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The response set forth
in Item 4 of the Schedule 13D is hereby amended and supplemented by adding
the following:
On March 3, 2010, BCH
sold an aggregate of 4,635,418 shares of Common Stock at a price of $4.85 per
share to Goldman Sachs & Co. (Goldman).
In connection with such transaction, BCH terminated a trading plan
that it had entered into with Goldman on December 14, 2009. BCH paid Goldman customary brokerage fees
in connection with such sale.
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Item 5.
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Interest in Securities of the Issuer.
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The response set forth
in Item 5 of the Schedule 13D is hereby amended and supplemented by adding
the following:
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(a)-(b)
None of BCH, FPH, MDCP IV or MDP IV beneficially
owns any shares of Common Stock.
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The Reporting Persons
expressly disclaim that they have agreed to act as a group other than as
described herein. The filing of this
Schedule 13D/A by BCH, FPH, MDCP IV and MDP IV shall not be considered an admission
that such Reporting Persons, for the purpose of Section 13(d) of the Exchange
Act, are the beneficial owners of any of the Shares.
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(c)
Other than the sales of Common Stock
described in Item 4 herein, the Reporting Persons have effected sales for an
additional 600,000 shares of Common Stock since the most recent filing of the
Reporting Persons on Schedule 13D. Set
forth below is a summary of the terms of the sales of Common Stock referenced
in this Item 5(c):
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6
Date
of Sale
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Number of Shares
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Average Price Per Share
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03/01/2010
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300,000
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$
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4.87
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03/02/2010
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300,000
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$
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4.95
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(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.
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(e)
As disclosed above, the Reporting
Persons ceased to be the beneficial owners of more than five percent of the
Common Stock on March 3, 2010.
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Item 6.
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Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
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The response set forth
in Item 6 of the Schedule 13D is hereby amended and supplemented by adding
the following:
The description of BCHs agreement with respect to
the sale of a portion of the shares of Common Stock of the Company held by it
described in Item 4 of this Schedule 13D/A is hereby incorporated by
reference.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit ASchedule 13D
Joint Filing Agreement*
Exhibit BInvestor
Rights Agreement (incorporated by reference to Exhibit 4.1 to the Companys
Form 8-K filed with the Commission on February 28, 2008)
Exhibit CForm 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)
Exhibit DUnderwriting
Agreement (incorporated by reference to Exhibit 1.1 to the Companys Form 8-K
filed with the Commission on November 18, 2009)
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* 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 3, 2010
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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/ Thomas S. Souleles
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Name:
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Thomas S. Souleles
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Its:
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Managing Director
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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/ Thomas S. Souleles
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Name:
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Thomas S. Souleles
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Its:
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Managing Director
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