Amended Statement of Beneficial Ownership (sc 13d/a)
November 01 2013 - 11:50AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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Boise, Inc.
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(Name of Issuer)
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Common Stock,
par value $0.0001 per share
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(Title of Class of Securities)
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09746Y105
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(CUSIP Number)
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Steven J. Pully
Carlson Capital, L.P.
2100 McKinney Avenue
Dallas, TX 75201
(214) 932-9600
with a copy to:
David E. Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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October 28,
2013
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(Date of Event Which Requires Filing of This Statement)
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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 Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 12 Pages)
______________________________
* 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. 09746Y105
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SCHEDULE 13D/A
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Page
2
of 12 Pages
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1
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NAME OF REPORTING PERSON
Double Black Diamond Offshore Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
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
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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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
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 09746Y105
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SCHEDULE 13D/A
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Page
3
of 12 Pages
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1
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NAME OF REPORTING PERSON
Black Diamond Offshore Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
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
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
|
SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 09746Y105
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SCHEDULE 13D/A
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Page
4
of 12 Pages
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1
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NAME OF REPORTING PERSON
Black Diamond Thematic Offshore Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
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
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
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13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 09746Y105
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SCHEDULE 13D/A
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Page
5
of 12 Pages
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1
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NAME OF REPORTING PERSON
Black Diamond Arbitrage Offshore Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
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
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 09746Y105
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SCHEDULE 13D/A
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Page
6
of 12 Pages
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1
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NAME OF REPORTING PERSON
Carlson Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
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
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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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
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
PN; IA
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CUSIP No. 09746Y105
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SCHEDULE 13D/A
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Page
7
of 12 Pages
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1
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NAME OF REPORTING PERSON
Asgard Investment Corp. II
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
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
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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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
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
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TYPE OF REPORTING PERSON
CO
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|
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CUSIP No. 09746Y105
|
SCHEDULE 13D/A
|
Page
8
of 12 Pages
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1
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NAME OF REPORTING PERSON
Asgard Investment Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
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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
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 09746Y105
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SCHEDULE 13D/A
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Page
9
of 12 Pages
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1
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NAME OF REPORTING PERSON
Clint D. Carlson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
|
SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 09746Y105
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SCHEDULE 13D/A
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Page
10
of 12 Pages
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This Amendment No. 1 ("
Amendment No. 1
") amends
and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "
SEC
") on
September 24, 2013 (the "
Original Schedule 13D
" and together with this Amendment No. 1, the "
Schedule
13D
") with respect to the common stock, par value $0.0001 per share (the "
Common Stock
") of Boise,
Inc., a Delaware corporation (the "
Issuer
"). Capitalized terms used herein and not otherwise defined in this
Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No.1 amends Items 4 and 5 as set forth below.
This Amendment No. 1 constitutes an "exit filing" with respect to the Schedule 13D for the Reporting Persons.
Item 4.
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PURPOSE OF TRANSACTION
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Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
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On October
25, 2013, Bee Acquisition Corp., a Delaware corporation ("
Merger Sub
") and wholly-owned subsidiary of Packaging
Corporation of America, a Delaware corporation ("
PCA
"), completed its tender offer to acquire all of the
outstanding Common Stock of the Issuer at a price of $12.55 per share (the "
Offer
"). For previously
discussed reasons, the Reporting Persons did not tender their shares of Common Stock pursuant to the Offer. Following
the Offer, the Merger Sub was merged with and into PCA without a vote or meeting of the Company's stockholder in accordance
with Section 251(h) of the Delaware General Corporation Law (the "
Merger
"). However, prior to
the Merger, the Reporting Persons filed a petition with the Delaware Court of Chancery demanding a determination of the value
of the Common Stock (the "
Appraisal Petition
"). On October 28, 2013, the Reporting Persons withdrew
the Appraisal Petition (the "
Appraisal Withdrawa
l") and, as a result, the Reporting Persons are no longer
the beneficial owners of any shares of Common Stock. In connection with the Appraisal Withdrawal, each of the Funds will receive
an amount in cash equal to $12.55 per share of Common Stock beneficially owned by such Fund immediately prior to the Merger.
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Paragraphs (a), (b), (c), and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
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(a) As a result of the Appraisal Withdrawal, the Reporting Persons
do not have, and may not be deemed to have, beneficial ownership of any shares of Common Stock.
(b) As a result of the Appraisal Withdrawal, the Reporting Persons
do not have any voting or dispositive powers with respect to shares of the Common Stock.
(c) Other than as described herein with respect to the Appraisal
Withdrawal, there have been no trades in the Common Stock effected by the Reporting Persons since the filing of the Original Schedule
13D.
(e) October 28, 2013.
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CUSIP No. 09746Y105
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SCHEDULE 13D/A
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Page
11
of 12 Pages
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SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: November 1, 2013
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DOUBLE BLACK DIAMOND
OFFSHORE LTD.
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By: Carlson Capital, L.P., its investment manager
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By: Asgard Investment Corp. II, its general partner
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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BLACK DIAMOND OFFSHORE
LTD.
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By: Carlson Capital, L.P., its investment manager
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By: Asgard Investment Corp. II, its general partner
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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BLACK DIAMOND THEMATIC
OFFSHORE LTD.
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By: Carlson Capital, L.P., its investment manager
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By: Asgard Investment Corp. II, its general partner
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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CUSIP No. 09746Y105
|
SCHEDULE 13D/A
|
Page
12
of 12 Pages
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BLACK DIAMOND ARBITRAGE OFFSHORE LTD.
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By: Carlson Capital, L.P., its investment manager
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By: Asgard Investment Corp. II, its general partner
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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CARLSON CAPITAL, L.P.
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By: Asgard Investment Corp. II, its general partner
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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ASGARD INVESTMENT CORP. II
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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ASGARD INVESTMENT CORP.
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
|
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By:
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
|
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