kl11032.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
Boise
Inc.
(formerly known as Aldabra 2
Acquisition Corp.)
(Name of
Issuer)
Common Stock, par value
$0.0001 per share
(Title of
Class of Securities)
01408A202 (Common
Stock)
(CUSIP
Number)
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Kramer
Levin Naftalis & Frankel LLP
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1177
Avenue of the Americas
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New
York, New York 10019
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Attn:
Philip Weingold
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212-715-9100
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(Name,
Address and Telephone Number of
Person
Authorized to Receive Notices
and
Communications)
June 12,
2009
(Date of
Event which Requires Filing
of this
Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: o.
(Continued
on following pages)
1) NAME
OF REPORTING PERSON
Jason
Weiss
_______________________________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) [ ]
(b) [
]
_______________________________________________________________________________________________
3)SEC USE ONLY
_______________________________________________________________________________________________
4)SOURCE OF FUNDS
PF,
OO
_______________________________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) o
_______________________________________________________________________________________________
6)CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
_______________________________________________________________________________________________
7) SOLE VOTING POWER
NUMBER
OF
4,485,090*
SHARES
________________________________________________________________________
BENEFICIALLY 8) SHARED VOTING
POWER
OWNED
BY 0
EACH ________________________________________________________________________
REPORTING 9) SOLE DISPOSITIVE
POWER
PERSON
4,485,090*
WITH ________________________________________________________________________
10) SHARED DISPOSITIVE
POWER
0
_______________________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,485,090*
_______________________________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
r
_______________________________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.22%**
_______________________________________________________________________________________________
14)
TYPE OF REPORTING PERSON
IN
_______________________________________________________________________________________________
*Includes
Warrants to purchase 1,500,000 shares of Common Stock which are currently
exercisable.
** Based on 84,434,691 shares of Common
Stock issued and outstanding as of the date hereof, plus and assuming exercise
of the Reporting Person’s Warrants to purchase 1,500,000 shares of Common
Stock.
Item
1. Security and
Issuer.
This
statement on Schedule 13D (the “Statement”) relates to the common stock, par
value $0.0001 per share (the “Common Stock”), of Boise Inc. (formerly known as
Aldabra 2 Acquisition Corp., or “Aldabra”), a Delaware corporation (the
“Company”). The principal executive offices of the Company are
located at 1111 W. Jefferson Street, Boise, Idaho 83728.
Item
2. Identity
and Background.
(a) - (c)
This Statement is being filed by Jason Weiss.
As of the
date of this filing, Mr. Weiss is the beneficial owner of, in the aggregate,
4,485,090 shares of Common Stock, representing approximately 5.22% of the shares
of Common Stock presently outstanding.
Mr.
Weiss is a director of the Company. The business address of Mr. Weiss
is 1001 Rivas Canyon Road, Pacific Palisades, CA 90272.
(d)
- (e) During the last five years, Mr. Weiss has neither been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors), nor was he a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which proceeding
Mr. Weiss was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
(f) Mr.
Weiss is a citizen of the United States.
Mr.
Weiss, together with Terrapin Partners Venture Partnership (the “Partnership”)
and Nathan Leight, was a filing party with respect to a Schedule 13D filed on
December 3, 2008, as amended on February 27, 2009 (the “Prior
13D”). Messrs. Weiss and Leight and the Partnership identified
themselves as members of a group in the Prior 13D. As reported the
Prior 13D, Terrapin Partners Venture Partnership distributed all remaining
shares of Common Stock that it held on February 23, 2009. As of
June 12, 2009, Messrs. Weiss and Leight agreed to end their business
relationship, and the group reported in the Prior 13D dissolved at such
time. Accordingly, Mr. Weiss is filing this separate Schedule 13D
which reports only shares of Common Stock beneficially owned by
him.
Item
3. Source and Amount of Funds
or Other Consideration.
The sum
of $6,060,548 for the purchase of shares of Common Stock by Mr. Weiss and trusts
established for the benefit of Mr. Weiss’ family came from funds held by Mr.
Weiss and such trusts.
Item
4. Purpose of
Transaction.
Mr. Weiss
acquired the Common Stock described in Item 3 for investment
purposes.
On May 2,
2008 and March 16, 2009 Mr. Weiss received awards of 36,100 and 232,558 shares,
respectively, of Common Stock under the Boise Inc. Incentive and Performance
Plan. Mr. Weiss paid no consideration for such shares.
On
February 23, 2009, Terrapin Partners Venture Partnership, of which Messrs.
Leight and Weiss are general partners, distributed a total of 4,284,732 shares
of Common Stock to certain family trusts of Mr. Weiss, a total of 4,284,732
shares of Common Stock to Mr. Leight or his family trust, and the remainder of
its shares of Common Stock to its other partners. As a
result, Terrapin Partners Venture Partnership ceased to own any
shares of Common Stock.
In
addition, on February 23, 2009, Terrapin Partners Employee Partnership
distributed 56,700 shares of Common Stock to a family trust of Mr.
Weiss.
On August
21, 2009, August 21, 2009, and September 14, 2009, a trust of Mr. Weiss made
gifts of 100,000, 100,000, and 50,000 shares of Common Stock,
respectively. On November 23, 2009, two trusts of Mr. Weiss sold
1,333,333 and 666,667 shares of Common Stock, respectively.
On
November 24, 2009, two trusts of Mr. Weiss entered into a 10b5-1 Sales Plan
agreement (the “10b5-1 Agreement”). The agreement provides for the
sale of up to 1,500,000 shares of Common Stock and 750,000 warrants to purchase
Common Stock, with certain minimum price and maximum volume limits, commencing
no earlier than February 16, 2010 The foregoing is qualified in
its entirety by reference to the full text of the 10b5-1 Agreement, which is
filed as an exhibit to this Schedule 13D.
Except as
set forth in this Item 4, Mr. Weiss does not have any present plans or proposals
that relate to or would result in any of the actions specified in clauses (a)
through (j) of the instructions to Item 4 of Schedule 13D. Mr. Weiss
intends to review his investment in the Company on a continuing
basis. Depending on various factors including, without limitation,
the Company’s financial position and business strategy, the price levels of the
shares of Common Stock, other investment opportunities available to him,
conditions in the securities markets and general economic and industry
conditions, Mr. Weiss may in the future take such actions with respect to his
investment in the Company as he deems appropriate including, without limitation,
making proposals to the Company concerning changes to the capitalization,
ownership structure or operations of the Company, purchasing additional shares
of Common Stock, selling some or all of his shares of Common Stock, engaging in
short selling of or any hedging or similar transactions with respect to the
Common Stock and/or otherwise changing his intention with respect to any and all
matters referred to in clauses (a) through (j) of the instructions to Item 4 of
Schedule 13D.
Item
5. Interest in Securities of
the Issuer.
(a) As a result of the
transactions described in Item 4 above, Mr. Weiss may be deemed to beneficially
own an aggregate of 4,485,090 shares of Common Stock (including in respect of
Warrants to purchase 1,500,000 shares of Common Stock which are currently
exercisable), or 5.22% of the outstanding Common Stock.
(b) Mr. Weiss has the sole
power to vote or to direct the vote of and to dispose or direct the disposition
of all of the shares of Common Stock he may be deemed to beneficially own as
reported herein. Mr. Weiss disclaims beneficial ownership of any such
shares of Common Stock except to the extent of his pecuniary interest therein,
and the inclusion of such shares of Common Stock in this report shall not be
deemed to be an admission that Mr. Weiss has beneficial ownership of such shares
for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended.
(c) Except as described above in Item
4, as amended hereby, Mr. Weiss has not effected any transaction in the Common
Stock during the sixty days preceding the filing of this Schedule
13D.
(d) Not applicable.
(e) Not applicable.
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Item
6.
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Contracts,
Arrangements, Understanding or Relationships With Respect
to
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Securities of the
Issuer.
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On February 22, 2008, in
connection with the acquisition by the Company, of Boise White Paper, L.L.C.,
Boise Packaging & Newsprint, L.L.C., Boise Cascade Transportation
Holdings Corp. (collectively, the “Paper Group”) and other assets and
liabilities related to the operation of the paper, packaging and newsprint, and
transportation businesses of the Paper Group and most of the headquarters
operations of Boise Cascade, L.L.C. ( “Boise Cascade”), Aldabra, Boise Cascade,
Boise Cascade Holdings, L.L.C., certain directors and officers of the Company
and other persons who were shareholders of the Company entered into an investor
rights agreement (the “IRA”).
The IRA
provides for registration rights for the parties to the agreement, including
Boise Cascade with respect to the shares of Common Stock issued to Boise Cascade
pursuant to the Acquisition or any other shares of Common Stock that it acquires
(the “Seller Registrable Securities”), and certain of Aldabra’s stockholders
with respect to shares of Common Stock acquired pursuant to the investor rights
agreement (the “Aldabra Registrable Securities”). The IRA provides that the
holders of a majority of the Seller Registrable Securities will have the right
to nominate for election to Aldabra’s board a number of directors proportional
to the voting power represented by the shares of Common Stock that the holders
of Seller Registrable Securities own until such time as the holders of Seller
Registrable Securities own less than 5% of the voting power of all of the
outstanding capital stock of Aldabra. MDCP IV, as the controlling
stockholder of Boise Cascade, will effectively have the ability to exercise
these director nomination rights. Similarly, pursuant to the IRA, the holders of
a majority of the Aldabra Registrable Securities will have the right to nominate
to be elected to Aldabra’s board a number of directors proportional to the
voting power represented by the shares of Common Stock that the holders of
Aldabra Registrable Securities own until such time as the holders of Aldabra
Registrable Securities own less than 5% of the voting power of all of the
outstanding capital stock of Aldabra.
Additionally,
the investor rights agreement sets forth affirmative and negative covenants to
which Aldabra will be subject as long as the holders of Seller Registrable
Securities own at
least 33%
of the shares of Common Stock issued to the holders of Seller Registrable
Securities as of the closing date of the Acquisition. MDCP IV, as the
controlling stockholder of Boise Cascade, will have the ability to influence
Aldabra’s operations following the Acquisition as a result of such affirmative
and negative covenants.
The IRA
is described in detail in the Company’s definitive proxy statement, filed with
the Securities and Exchange Commission (the “SEC”) on January 23, 2008, in
the section entitled “Certain Relationships and Related Party
Transactions—Agreements with Stockholders—Investor Rights Agreement” beginning
on page 224, which information is incorporated herein by
reference.
The
foregoing is qualified in its entirety by reference to the full text of the IRA,
which the Company filed as Exhibit 4.1 to the Current Report on
Form 8-K on February 28, 2008 and which is also filed as an exhibit to this
Schedule 13D.
The
disclosure concerning the 10b5-1 Agreement under Item 4 above is incorporated
into this Item 6 by reference.
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Item
7.
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Material to be Filed
as Exhibits.
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Exhibit
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Description
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99.1
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10b5-1
Sales Plan dated November 24, 200,9 by and between Jason G. Weiss, as
trustee of the Jason G. Weiss Revocable Trust dated August 2, 2000, as
amended; Murray Sprung, as trustee of the Weiss Family Trust dated August
7, 2000; and Gabelli & Company, Inc.
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99.2
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Investor
Rights Agreement, dated February 22, 2008, by and between the
Company, Boise Cascade, L.L.C., Boise Cascade Holdings, L.L.C., and the
other shareholders party thereto.
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SIGNATURES
After reasonable inquiry and to the
best knowledge and belief of the undersigned, the undersigned certify that the
information set forth in this Statement is true, complete and
correct.
Dated: November
30, 2009
JASON
WEISS
/s/ Jason
Weiss
Jason
Weiss