November 11, 2003 11:00 pm

Boise Cascade Corp. announced this week that a special meeting of shareholders will be held Dec. 9. in Boise to vote on two proposals concerning Boise's acquisition of OfficeMax Inc.

In the first proposal, shareholders will be asked to approve and adopt the agreement and plan of merger between Boise, its subsidiary, Challis Corp., and OfficeMax, including the authorization of issuance of shares of Boise common stock in the merger.

The second is a proposal to amend the 2003 Boise Incentive and Performance plan to increase the number of shares of Boise common stock available for issuance under the plan.

Approval and adoption of each proposal requires the affirmative vote of a majority of the shares of Boise stock voting at the special meeting.

The record date to determine shareholders eligible to vote at the meeting was Nov. 3.

Boise also announced that the Securities and Exchange Commission on Nov. 5 declared effective the registration statement containing the joint proxy agreement that will be mailed to Boise shareholders in connection with the Dec. 9 meeting.

Boise also recently announced its third quarter earnings.

The corporation reported net income of $32.9 million, or 48 cents per diluted share, compared with net income of $8.5 million, or nine cents per diluted share, in the third quarter of 2002.

Included in net income for the quarter is a net, $2.9 million one-time tax benefit, or five cents per share, related to a favorable tax court ruling.