UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~ DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 OR 15(dD) OF ~~of The Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of Earliest Event Reported): October 17, 2012~~1934

Date of Report (Date of earliest event reported):

October 22, 2012

BOISE CASCADE HOLDINGS, L.L.C.

(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdictionof incorporation) 333-122770(CommissionFile Number) 20-1478587(IRS EmployerIdentification No.)

Delaware		333-122770		20-1478587
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1111 West Jefferson Street, Suite 300 Boise, Idaho 83702-5389

Boise, Idaho 83702-5389

(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:

~~[ ]~~ o 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))

~~Item~~o Soliciting ~~1.01~~material ~~Entry~~pursuant ~~into~~to aRule 14a-12 ~~Material~~under ~~Definitive~~the ~~Agreement~~Exchange Act (17 CFR 240.14a-12)

Ono Pre-commencement ~~October~~communications ~~17,~~pursuant ~~2012,~~to ~~Boise Cascade, L.L.C., a Delaware limited liability company~~ Rule 14d-2(~~the “Company”~~b), under ~~and Boise Cascade Finance Corporation, a Delaware corporation (~~the ~~“Boise~~Exchange ~~Cascade~~Act ~~Finance” and, together with the Company, the “Issuers”), each a subsidiary of Boise Cascade Holdings, L.L.C.~~ (~~“BC~~17 ~~Holdings”),~~CFR entered into a purchase agreement (the “Purchase Agreement”) among the Issuers, the guarantors named therein (the “Guarantors”) and the several initial purchasers named on Schedule A thereto (the “Initial Purchasers”)240. Pursuant to the Purchase Agreement, the Issuers have agreed to sell to the Initial Purchasers, and the Initial Purchasers have agreed to purchase from the Issuers, $250,000,000 in aggregate principal amount of 6 3/8% Senior Notes due 2020 14d-2(~~the “Notes”~~b). The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Issuers and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, have agreed to indemnify each other against certain liabilities.)

~~The Notes will be guaranteed by each of the Company's existing and future direct or indirect domestic subsidiaries that is a guarantor or co~~o Pre-~~borrower~~commencement ~~under~~communications ~~its~~pursuant ~~senior~~to ~~secured revolving credit facility~~ Rule 13e-4(~~the “Revolving Credit Facility”~~c), under ~~other than Boise Cascade Finance. The Notes will also be guaranteed by BC Holdings until such time, if ever, as~~ the ~~Company's~~Exchange ~~common~~Act ~~stock~~(17 isCFR ~~listed on any national securities exchange~~240. 13e-4(c))

~~The~~Item ~~notes were priced at 100% of par~~1.01 ~~The~~Entry ~~sale~~into of the Notes is expected to close on October 22, 2012, subject to the satisfaction of certain closing conditions. The Company intends to use the net proceeds from the offering to (i) to fund redemption of all outstanding 7.125% senior subordinated notes due 2014 of the Issuers, including all accrued and unpaid interest thereon, (ii) to pay the fees and expenses incurred in connection therewith and (iii) for general corporate purposes. The Issuers have agreed to exchange the Notes for a ~~new~~Material ~~issue~~Definitive of substantially identical registered notes under the Securities Act of 1933, as amended (the “Securities Act”), in accordance with the terms of a registration rights agreement to be entered into by the Issuers, the Guarantors and the representative of the Initial Purchasers, in connection with the closing of the sale of the NotesAgreement.

~~The~~On ~~Notes~~October 22, ~~and~~2012, ~~the~~Boise ~~related~~Cascade, ~~guarantees~~L.L.C., ~~will~~a beDelaware ~~offered~~limited ~~only~~liability tocompany (the “~~qualified~~Company”), ~~institutional~~and ~~buyers”~~Boise inCascade ~~reliance~~Finance onCorporation, ~~the~~a ~~exemption~~Delaware ~~from~~corporation ~~registration~~(“Boise ~~pursuant~~Cascade toFinance” ~~Rule~~and ~~144A~~together ~~under~~with the ~~Securities~~Company, ~~Act~~the ~~and~~“Issuers”), toeach ~~persons~~a ~~outside~~subsidiary of ~~the~~Boise ~~United~~Cascade ~~States~~Holdings, inL.L.C. ~~compliance~~(“BC ~~with~~Holdings”), completed ~~Regulation~~the Spreviously ~~under~~announced ~~the~~sale ~~Securities~~of ~~Act. The~~$250 ~~Notes~~million ~~and~~aggregate ~~the~~principal ~~related~~amount ~~guarantees~~of 63/8% ~~have~~senior ~~not~~notes ~~been~~due ~~and~~2020 ~~will~~(the ~~not~~“Senior beNotes”). The ~~registered~~Senior ~~under~~Notes ~~the~~were ~~Securities~~sold ~~Act,~~to or the ~~securities~~initial ~~laws~~purchasers ofthereof ~~any~~for ~~state~~resale orto ~~other~~qualified ~~jurisdiction,~~institutional ~~and~~buyers ~~may~~under ~~not~~Rule 144A beand ~~offered~~to orpersons ~~sold~~outside in the United States ~~without~~under ~~registration~~Regulation orS ~~an applicable exemption from the registration requirements~~ of the Securities Act ~~and~~of ~~applicable~~1933, ~~state~~as ~~securities~~amended or(the ~~blue~~“Securities ~~sky laws and foreign securities laws~~Act”).

~~Neither~~The ~~this~~Senior ~~filing~~Notes ~~nor~~were ~~the~~issued ~~description~~pursuant ofto ~~the~~an ~~offering~~Indenture, ~~contained~~dated ~~herein~~October 22, ~~constitute~~2012 an(the ~~offer~~“Indenture”), toamong ~~sell~~the orIssuers, the ~~solicitation~~guarantors ofnamed antherein ~~offer~~(the ~~to buy~~“Guarantors), ~~nor~~and ~~shall~~U.S. ~~there~~Bank beNational ~~any~~Association, ~~sale~~as oftrustee (the ~~Notes~~“Trustee”). The Indenture and ~~related~~the ~~guarantees~~forms inof ~~any~~Senior ~~jurisdiction~~Note inand guarantee, which ~~such~~are ~~offer,~~attached ~~solicitation~~as orexhibits ~~sale~~to ~~would~~the beIndenture, ~~unlawful~~provide, ~~prior~~among toother ~~registration~~things, orthat ~~qualification~~the ~~under~~Senior ~~the~~Notes ~~securities~~are ~~laws~~senior unsecured obligations of ~~any~~the ~~such~~Issuers ~~jurisdiction.~~and ~~The~~the ~~information~~Guarantors. Interest ~~contained~~is ~~herein~~payable ~~regarding~~on the ~~offering~~Senior isNotes ~~being~~on ~~provided~~May 1 ~~pursuant~~and toNovember ~~and~~1 inof ~~accordance~~each ~~with~~year, ~~Rule~~beginning ~~135c~~on ~~under~~May 1, ~~the~~2013, ~~Securities~~until ~~Act~~their maturity date of November 1, 2020.

~~FORWARD-LOOKING~~The ~~STATEMENTS~~terms of the Indenture, among other things, limit the ability of the Company and certain of its subsidiaries to: incur additional debt; declare or pay dividends; redeem stock or make other distributions to stockholders; make investments; create liens on assets; consolidate, merge or transfer substantially all of its assets; enter into transactions with affiliates and sell or transfer certain assets.

~~This~~The ~~filing~~Indenture ~~contains~~provides ~~forward-looking~~for ~~statements~~customary ~~within~~events ~~the meaning~~ of ~~the~~default, ~~Private~~subject ~~Securities~~in ~~Litigation~~certain ~~Reform~~cases ~~Act~~to ofcustomary ~~1995,~~grace and ~~are~~cure ~~subject~~periods ~~to substantial risks, uncertainties~~ and ~~assumptions.~~notification ~~You should not place reliance on these statements~~requirements. ~~Forward-looking statements include information concerning the proposed offering~~ Generally, ~~including~~if ~~the~~an ~~proposed~~event ~~use~~ of ~~proceeds~~default ~~from~~occurs ~~the~~and ~~offering.~~is ~~These~~not ~~statements~~cured ~~often~~within ~~include~~the ~~words~~time ~~such~~periods ~~as “believe~~specified,” ~~“expect,”~~the ~~“anticipate,”~~Trustee ~~“intend,” “plan,” “estimate,” “seek,” “will,” “may”~~ or ~~similar expressions. These statements are based on certain assumptions that we have made in light of our experience in~~ the ~~industry~~holders ~~as well as our perceptions~~ of ~~expected~~at ~~future~~least ~~developments~~25% ~~and other factors we believe are appropriate~~ in ~~these~~principal ~~circumstances.~~amount Asof ~~you~~the ~~read~~then ~~and~~outstanding ~~consider~~Senior ~~this~~Notes ~~filing,~~may ~~you~~declare ~~should understand that these statements are not guarantees of performance or results, including~~ the ~~consummation~~principal of ~~the~~and ~~offering.~~accrued ~~Many~~but ~~factors~~unpaid ~~could~~interest ~~affect~~on ~~our~~all ~~actual~~notes ~~performance~~to ~~and~~be ~~results~~due and ~~could~~ payable.

~~cause~~In ~~actual~~connection ~~results~~with tothe ~~differ~~issuance ~~materially~~of ~~from~~the ~~those~~Senior ~~expressed~~Notes, inthe Issuers, the ~~forward-looking~~Guarantors ~~statements.~~and ~~Please~~the ~~refer~~initial purchasers of the Senior Notes entered into a registration rights agreement dated October 22, 2012 (the “Registration Rights Agreement”). Pursuant to ~~our~~the ~~filings~~Registration ~~with~~Rights Agreement, the ~~SEC~~Issuers ~~for~~have aagreed ~~discussion~~to ofoffer ~~other~~to ~~factors~~exchange substantially identical senior notes that ~~may~~have ~~affect~~been ~~future~~registered ~~performance~~under the Securities Act, for the Senior Notes, or, ~~results.~~in certain circumstances, to register resales of the Senior Notes.

InThe ~~light~~Senior ofNotes ~~these~~were ~~risks,~~issued ~~uncertainties~~in ~~and~~a ~~assumptions,~~transaction ~~the~~exempt ~~forward-looking~~from ~~statements~~registration ~~contained~~under inthe ~~this~~Securities ~~document~~Act ~~might~~or ~~not~~any ~~prove~~state tosecurities belaws. ~~accurate~~Therefore, ~~and~~the ~~you~~Senior ~~should~~Notes may not ~~place~~be ~~undue~~offered ~~reliance~~or ~~upon~~sold ~~them.~~in ~~All~~the ~~forward-looking~~United ~~statements~~States ~~attributable~~absent toregistration us or ~~persons~~an ~~acting~~applicable onexemption ~~our~~from ~~behalf~~the ~~are~~registration ~~expressly~~requirements ~~qualified~~of ~~in their entirety by~~ the ~~foregoing~~Securities ~~cautionary~~Act ~~statements.~~and ~~All~~any ~~such~~applicable ~~statements~~state ~~speak~~securities ~~only~~laws. This asForm 8-K ofand the ~~date~~exhibits ~~made,~~hereto ~~and~~do wenot ~~undertake~~constitute noan ~~obligation~~offer to ~~update~~sell ~~or revise publicly~~ any ~~forward-looking~~securities ~~statements,~~or ~~whether as~~ a ~~result~~solicitation of ~~new~~an ~~information,~~offer ~~future~~to ~~events~~purchase orany ~~otherwise~~securities.

~~SIGNATURE~~The Indenture, the form of Senior Note, form of guarantee and the Registration Rights Agreement are filed as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The descriptions of the material terms of such agreements and forms are qualified in their entirety by reference to such exhibits.

~~Pursuant~~Item to1.02 ~~the~~Termination ~~requirements~~ of ~~the~~a ~~Securities~~Material ~~Exchange~~Definitive ~~Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Agreement.

	BOISE CASCADE HOLDINGS, L.L.C.
	By	/s/ John T. Sahlberg
		John T. SahlbergSenior Vice President, Human Resources and General Counsel
Date: October 17, 2012

On October 22, 2012, U.S. Bank National Association, as trustee (the “Senior Subordinated Notes Trustee”), under an indenture, dated as of October 29, 2004 (as supplemented and amended from time to time, the “Senior Subordinated Notes Indenture”), by and among the Issuers, the guarantors party thereto and the Senior Subordinated Notes Trustee, governing the Issuers’ 71/8% Senior Subordinated Notes due 2014 (the “Senior Subordinated Notes”), at the request of the Issuers, irrevocably called for redemption on November 21, 2012, all of the Issuers’ outstanding Senior Subordinated Notes.

Simultaneously, the Issuers irrevocably deposited $145,589,990 of the proceeds from the Senior Notes, with the Senior Subordinated Notes Trustee, in an amount sufficient to pay and discharge the entire indebtedness on the Senior Subordinated Notes for principal and accrued and unpaid interest, to November 21, 2012

and all other amounts owed under the Senor Subordinated Notes Indenture, if any. The Senior Subordinated Notes Trustee acknowledged that as of October 22, 2012, the obligations of the Issuers and the guarantors under the Senior Subordinated Notes Indenture were discharged and satisfied, and the Issuers and the guarantors under the Senior Subordinated Notes Indenture generally had no further obligations to the Senior Subordinated Notes Trustee or the holders of the Senior Subordinated Notes. The Senior Subordinated Notes Trustee further acknowledged the automatic release of the guarantees of the guarantors under the Senior Subordinated Notes Indenture. Upon such satisfaction and discharge, the Senior Subordinated Notes Indenture generally ceased to be of further effect.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.

The disclosures under Item 1.01 of this Current Report on Form 8-K relating to the Indenture and the forms of Senior Note and guarantee are also responsive to Item 2.03 of this report and are incorporated by reference into this Item 2.03.

FORWARD-LOOKING STATEMENTS

This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are subject to substantial risks, uncertainties and assumptions. You should not place reliance on these statements. Forward-looking statements include information concerning the proposed offering, including the proposed use of proceeds from the offering. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of expected future developments and other factors we believe are appropriate in these circumstances. As you read and consider this filing, you should understand that these statements are not guarantees of performance or results, including the consummation of the offering. Many factors could affect our actual performance and results and could cause actual results to differ materially from those expressed in the forward-looking statements. Please refer to our filings with the SEC for a discussion of other factors that may affect future performance or results.

In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this document might not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Documents

4.1		Indenture, dated October 22, 2012, among the Issuers, the guarantors named therein and U.S. Bank National Association, as trustee.

4.2		Form of 63/8% Senior Note due 2020 (incorporated by reference to Exhibit 4.1 filed herewith).

4.3		Form of 63/8% Senior Note Guarantee (incorporated by reference to Exhibit 4.1 filed herewith).

4.4		Registration Rights Agreement, dated October 22, 2012, among the Issuers, the guarantors named therein and the initial purchasers named therein.

Signature

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: October 23, 2012	BOISE CASCADE HOLDINGS, L.L.C.


	/s/ John T. Sahlberg
	John T. Sahlberg
	Senior Vice President, Human Resources and General Counsel

Exhibit Index

Exhibit No.		Description of Documents

4.1		Indenture, dated October 22, 2012, among the Issuers, the guarantors named therein and U.S. Bank National Association, as trustee.

4.2		Form of 63/8% Senior Note due 2020 (incorporated by reference to Exhibit 4.1 filed herewith).

4.3		Form of 63/8% Senior Note Guarantee (incorporated by reference to Exhibit 4.1 filed herewith).

4.4		Registration Rights Agreement, dated October 22, 2012, among the Issuers, the guarantors named therein and the initial purchasers named therein.

Filing Compare · BOISE CASCADE HOLDINGS, L.L.C.