BOISE CASCADE Co 8-K, filed Jul 29, 2021
BOISE CASCADE Co (BCC)
8-K
2021-07-29
For: 2021-07-28
View Original
Added on
April 04, 2026
About this 8-K
BOISE CASCADE Co filed this 8-K on July 29, 2021, reporting on events of July 28, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 28, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(208 ) 384-6161
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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)) | |||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Item 1.01 Entry into a Material Definitive Agreement.
On July 28, 2021, Boise Cascade Company (the "Company") closed its previously disclosed purchase of a group annuity contract (the “Contract”) from The Prudential Insurance Company of America (“Prudential”). The purchase was made pursuant to the terms of the commitment letter, dated as of August 5, 2020, by and between the Company and Prudential. Pursuant to the Contract, the Company transferred to Prudential the future benefit obligations and annuity administration for all remaining plan participants (or their beneficiaries) of its qualified defined benefit pension plan. Under the Contract, Prudential agreed to irrevocably make the annuity payments due thereunder and not seek to cancel or rescind the Contract. Prudential commenced benefit payments to these retirees on January 1, 2021. The Contract is deemed effective August 6, 2020, which is the date on which the Company paid the total premium amount to Prudential. The total premium paid from plan assets to Prudential was approximately $210 million. The Contract will terminate on the date that no further annuity payments are due under the Contract.
The foregoing description of the Contract does not purport to be complete and is qualified in its entirety by the provisions of the Contract, which will be filed by the Company as an exhibit to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.
Item 7.01 Regulation FD Disclosure.
On July 29, 2021, the Company issued a press release announcing that its Board of Directors had declared a quarterly dividend of $0.10 per share to holders of its common stock, payable on September 15, 2021 to stockholders of record on September 1, 2021. The press release is furnished hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01.
The information in this Item 7.01 of Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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 No. | Description of Exhibit | ||||
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | ||||
SIGNATURE
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 hereunto duly authorized.
BOISE CASCADE COMPANY | ||||||||
By | /s/ Jill Twedt | |||||||
| Jill Twedt Senior Vice President, General Counsel and Secretary | ||||||||
Date: July 29, 2021 | ||||||||
Exhibit 99.1
Boise Cascade Company | |||||
1111 West Jefferson Street, Suite 300 | |||||
Boise, ID 83702 | |||||
News Release |  | ||||
Investor Relations Contact Kelly Hibbs Office 208-384-3638 | Media Contact Lisa Tschampl Office 208-384-6552 | |||||||
For Immediate Release: July 29, 2021
Boise Cascade Company Announces Quarterly Dividend of $0.10 Per Share
BOISE, Idaho - Boise Cascade Company’s (Boise Cascade or the Company) (NYSE: BCC) Board of Directors has declared a quarterly dividend of $0.10 per share to holders of its common stock. The dividend will be paid on September 15, 2021 to stockholders of record on September 1, 2021.
Future dividend declarations, including amount per share, record date and payment date, will be made by the Board of Directors and will depend upon, among other things, legal capital requirements and surplus, the Company’s future operations and earnings, general financial condition, contractual obligations, restrictions imposed by our asset-based credit facility and the indenture governing our senior notes, applicable laws, and other factors as the Board of Directors may deem relevant.
About Boise Cascade
Boise Cascade is one of the largest producers of engineered wood products and plywood in North America and a leading U.S. wholesale distributor of building products. For more information, please visit our website at www.bc.com.
Forward-Looking Statements
This press release contains statements that are “forward looking” within the Private Securities Litigation Reform Act of 1995. These statements speak only as of the date of this press release. While they are based on the current expectations and beliefs of management, they are subject to a number of uncertainties and assumptions that could cause actual events to differ from the expectations expressed in this release. Factors that could cause actual events to differ materially from forward-looking statements are discussed in greater detail in our filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this press release. We undertake no obligation to revise them in light of new information. Finally, we undertake no obligation to review or confirm analyst expectations or estimates that might be derived from this release.