FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: November 3, 2010

Date of Earliest Event Reported: November 3, 2010

LOGO

1111 West Jefferson Street, Suite 200

Boise, Idaho 83702-5388

(Address of principal executive offices) (Zip code)

(208) 384-7000

(Registrants’ telephone number, including area code)

 

Commission

File Number

  

Exact Name of Registrant as

Specified in Its Charter

  

I.R.S. Employer

Identification No.

  

State or Other Jurisdiction of

Incorporation or Organization

001-33541

333-166926-04

  

Boise Inc.

BZ Intermediate Holdings LLC

  

20-8356960

27-1197223

  

Delaware

Delaware

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This Form 8-K filing is a combined report being filed separately by two registrants: Boise Inc. and BZ Intermediate Holdings LLC. Unless the context indicates otherwise, any reference in this report to the “company,” “we,” “us,” “our,” or “Boise” refers to Boise Inc. together with BZ Intermediate Holdings LLC and its consolidated subsidiaries.

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

On November 3, 2010, we issued an earnings release announcing our third quarter financial results, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Additionally, Exhibit 99.2, a copy of which is furnished, includes statistical information relative to our quarterly performance. Management will review the company’s performance during a webcast and conference call to be held today, November 3, at 11:00 a.m. Eastern. To link to the webcast, go to our website at www.BoiseInc.com and click on the link to the webcast under Webcasts & Presentations on the Investors drop-down menu. To join the conference call, dial 866-841-1001. International callers should dial 832-445-1689.

We have reconciled the non-GAAP financial measures to our reported financial performance in the financial notes that accompany our earnings release.

 

Item 8.01 Other Events.

On November 3, 2010, in conjunction with the release of our third quarter financial results, we announced that our board of directors declared a special cash dividend of $0.40 per common share, payable December 3, 2010, to shareholders of record at the close of business on November 17, 2010. The total special dividend payout is estimated to be $32.3 million.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

The following exhibits are furnished as part of this Current Report on Form 8-K:

 

Exhibit Number

  

Description

Exhibit 99.1    Boise Inc. Earnings Release dated November 3, 2010
Exhibit 99.2    Boise Inc. Quarterly Statistical Information


 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

BOISE INC.

   

BZ INTERMEDIATE HOLDINGS LLC

By  

/s/ Karen E. Gowland

    By  

/s/ Karen E. Gowland

  Karen E. Gowland       Karen E. Gowland
 

Senior Vice President, General Counsel

and Secretary

     

Senior Vice President, General Counsel

and Secretary

Date: November 3, 2010