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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities
Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940
o
Check this box if no longer
subject to Section 16.
Form 4 or Form 5
obligations may continue.
See Instruction 1(b).
1.
Name and Address of Reporting
Person* (Last, First, Middle)
2.
Issuer Name and Ticker or
Trading Symbol
3.
I.R.S. Identification Number of
Reporting
Person, if an entity (Voluntary)
Groce, Jr., A., B.
Boise Cascade Corporation (BCC)
1111 W. Jefferson St.
4.
Statement for Month/Day/Year
5.
If Amendment, Date of Original (Month/Day/Year)
03/31/2003
03/31/2003
(Street)
6.
Relationship of Reporting Person(s)
to Issuer (Check All Applicable)
7.
Individual or Joint/Group Filing
(Check Applicable Line)
Boise, ID 83702
(City) (State) (Zip)
o
Director
o
10% Owner
x
Form filed by One Reporting Person
x
Officer (give title below)
o
Form filed by More than One Reporting Person
o
Other (specify below)
Sr. Vice President
Reminder:
Report on a separate line for each class of securities
beneficially owned directly or indirectly.
*
If the form is filed by more than one reporting person, see
instruction 4(b)(v).
Table I - Non-Derivative Securities
Acquired, Disposed of, or Beneficially Owned
1.
Title of Security
(Instr. 3)
2.
Transaction Date
(Month/Day/Year)
2a.
Deemed Execution
Date, if any.
(Month/Day/Year)
3.
Transaction Code
(Instr. 8)
4.
Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)
5.
Amount of Securities
Beneficially Owned
Following Reported
Transactions(s)
(Instr. 3 and 4)
6.
Ownership
Form:
Direct (D) or
Indirect (I)
(Instr. 4)
7.
Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
Code
V
Amount
(A)
or
(D)
Price
Common Stock
1,147
D
Common Stock
50.368
I
By BCC Thrift Plan (a)
Preferred Stock
326.846
I
Held by ESOP Trust (a)
Page 2
Table II - Derivative Securities
Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
1.
Title of Derivative
Security
(Instr. 3)
2.
Conversion or Exercise
Price of Derivative
Security
3.
Transaction
Date
(Month/Day/Year)
3a.
Deemed Execution
Date, if any
(Month/Day/Year)
4.
Transaction
Code
(Instr. 8)
5.
Number of Derivative Securities
Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Code
V
(A)
(D)
Stock Option (Right to Buy)
$21.25
Stock Option (Right to Buy)
$24.875
Stock Option (Right to Buy)
$43.875
Stock Option (Right to Buy)
$31.375
Stock Option (Right to Buy)
$36.875
Stock Option (Right to Buy)
$28.875
Stock Option (Right to Buy)
$29.375
Stock Option (Right to Buy)
$38.0625
Stock Option (Right to Buy)
$27.50
Stock Option (Right to Buy)
$24.75
Stock Option (Right to Buy)
$35.60
Stock Option (Right to Buy)
$27.76
Phantom Stock Units
(b)
03/31/2003
A
68.3519
Page 3
Table II - Derivative Securities
Acquired, Disposed of, or Beneficially Owned - Continued
(e.g., puts, calls, warrants, options, convertible securities)
6.
Date Exercisable and
Expiration Date
(Month/Day/Year)
7.
Title and Amount
of Underlying Securities
(Instr. 3 and 4)
8.
Price of Derivative
Security
(Instr. 5)
9.
Number of Derivative
Securities Beneficially Owned
Following Reported Transaction(s)
(Instr. 4)
10.
Ownership Form of
Derivative Security:
Direct (D) or Indirect (I)
(Instr. 4)
11.
Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
Date
Exercisable
Expiration
Date
Title
Amount or
Number of
Shares
07/30/2003
Common Stock
10,600
D
07/29/2004
Common Stock
12,100
D
07/28/2005
Common Stock
12,100
D
07/26/2006
Common Stock
12,100
D
07/25/2007
Common Stock
15,700
D
07/31/2008
Common Stock
16,300
D
02/12/2009
Common Stock
3,600
D
07/30/2009
Common Stock
20,100
D
07/28/2010
Common Stock
24,100
D
09/28/2010
Common Stock
15,000
D
07/27/2011
Common Stock
47,600
D
07/25/2012
Common Stock
45,400
D
Common Stock
$21.85
10,401.3558
D
Explanation of Responses:
(a) Represents number of shares beneficially owned as of March 31, 2003, based on information from plan administrator.
(b) Each phantom stock unit is equal in value to one share of the company's common stock.
/s/ Karen Gowland, POA for A. B. Groce, Jr.
5/1/2003
**Signature of Reporting Person
Attorney-in-Fact
Date
**
Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and
15 U.S.C. 78ff(a).
Note:
File three copies of this Form, one of which must be manually
signed. If space is insufficient, see Instruction 6 for procedure.
Page 4
LIMITED POWER OF ATTORNEY
I, A. Ben Groce, hereby authorize and designate Karen E. Gowland, John W. Holleran, and Cydni J. Waldner, each acting individually, my true and lawful attorneys in fact, to execute and file with the Securities and Exchange Commission and New York Stock Exchange any Form 4 and Form 5 under Section 16 of the Securities Exchange Act of 1934, from time to time to the extent such execution and filing may be necessary in order to comply with the requirements of Section 16 and the regulations thereunder.
This instrument shall be interpreted as a limited power of attorney, and the rights and powers granted are expressly limited to the rights and powers described herein.
The rights and powers granted in this instrument shall remain in full force and effect until I give notice to the attorneys in fact named above, in writing, that the power is terminated or 12 months after I cease to be an executive officer of Boise Cascade Corporation.
Dated: August 8, 2002
/s/ A. Ben Groce
___________________________