SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d - 102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. )*
Boise
Inc.
(Name of
Issuer)
Common Stock, par value
$.0001
(Title of
Class of Securities)
09746Y1139
(CUSIP
Number)
February 23,
2010
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule
pursuant
to which this Schedule is filed:
[
] Rule
13d-1(b)
[x] Rule
13d-1(c)
[
] Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued
on the Following Pages)
(Page 1
of 14 Pages)
1. NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
Sage Master Investments
Ltd.
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
3,326,745
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
3,326,745
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,326,745
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
12. TYPE
OF REPORTING PERSON*
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
Sage Opportunity Fund (QP),
L.P.
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
3,326,745
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
3,326,745
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,326,745
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
12. TYPE
OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
Sage Asset Management,
L.P.
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
3,326,745
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
3,326,745
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,326,745
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
12. TYPE
OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
Sage Asset Inc.
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
3,326,745
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
3,326,745
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,326,745
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
12. TYPE
OF REPORTING PERSON*
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
Barry G. Haimes
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE
VOTING POWER
120,100
6. SHARED
VOTING POWER
3,326,745
7. SOLE
DISPOSITIVE POWER
120,100
8. SHARED
DISPOSITIVE POWER
3,326,745
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,446,845
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0%
12. TYPE
OF REPORTING PERSON*
IN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
Katherine R. Hensel
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE
VOTING POWER
1,179,021
6. SHARED
VOTING POWER
3,326,745
7. SOLE
DISPOSITIVE POWER
1,179,021
8. SHARED
DISPOSITIVE POWER
3,326,745
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,505,766
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
12. TYPE
OF REPORTING PERSON*
IN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
report reflects the shares of Common Stock (as defined below) beneficially owned
by the Reporting Persons (as defined below) as of February 26,
2010.
|
ITEM
1(a).
|
Name
of Issuer:
|
Boise Inc. (the "Issuer").
|
Item
1(b).
|
Address
of Issuer's Principal Executive
Offices:
|
1111 West Jefferson Street, Suite
200
Boise, Idaho 83702-5388
|
Item
2(a).
|
Name
of Persons Filing:
|
The names
of the persons filing this statement on Schedule 13G are: Sage Master
Investments Ltd., a Cayman Islands exempted company ("Sage Master"), Sage
Opportunity Fund (QP), L.P., a Delaware limited partnership ("QP Fund"), Sage
Asset Management, L.P., a Delaware limited partnership ("SAM"), Sage Asset Inc.,
a Delaware corporation ("Sage Inc."), Barry G. Haimes and Katherine R. Hensel
(collectively, the "Reporting Persons").
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence:
|
The
principal business address for each of Sage, QP Fund, SAM, Sage Inc., Mr. Haimes
and Ms. Hensel is 500 Fifth Avenue, Suite 930, New York, New York
10110.
The
principal business address for Sage Master is c/o Appleby Corporate Services
(Cayman) Ltd., Clifton House, 75 Fort Street, PO Box 1350, Grand Cayman
KY1-1108, Cayman Islands.
Sage
Master is a Cayman Islands exempted company.
Each of
the QP Fund and SAM is a Delaware limited partnership.
Sage Inc.
is a Delaware corporation.
Each of
Mr. Haimes and Ms. Hensel is a citizen of the United States.
|
Item
2(d).
|
Title
of Class of Securities
|
Common
Stock, par value $.0001 ("Common Stock").
|
Item
2(e).
|
CUSIP
Number: 09746Y1139
|
|
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
|
|
|
(a)
|
[
]
|
Broker
or dealer registered under Section 15 of the Exchange
Act.
|
|
|
(b)
|
[
]
|
Bank
as defined in Section 3(a)(6) of the Exchange
Act.
|
|
|
(c)
|
[
]
|
Insurance
company defined in Section 3(a)(19) of the Exchange
Act.
|
|
|
(d)
|
[
]
|
Investment
company registered under Section 8 of the Investment Company
Act.
|
|
|
(e)
|
[
]
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
|
|
|
(f)
|
[
]
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
[
]
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
[
]
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
|
|
|
(i)
|
[
]
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act;
|
|
|
(j)
|
[
]
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
If this
statement is filed pursuant to Rule 13d-1(c), check this box [x]
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned:
Collectively,
the Reporting Persons beneficially own 4,625,866 shares of Common
Stock.
Sage
Master individually beneficially owns 3,326,745 shares of Common Stock,
consisting of: (i) 1,590,945 shares of Common Stock, and (ii) warrants
exercisable for 1,735,800 shares of Common Stock.
QP Fund,
solely in its capacity as the controlling shareholder of Sage Master,
beneficially owns the 3,326,745 shares of Common Stock individually beneficially
owned by Sage Master.
SAM,
solely in its capacity as investment manager of Sage Master, beneficially owns
the 3,326,745 shares of Common Stock individually beneficially owned by Sage
Master.
Sage
Inc., solely in its capacity as the general partner of SAM, beneficially owns
the 3,326,745 shares of Common Stock individually beneficially owned by Sage
Master.
Mr.
Haimes beneficially owns the 3,326,745 shares of Common Stock individually owned
by Sage Master, solely in his capacity as a controlling person of Sage Inc., and
an additional 120,100 shares of Common Stock that he individually beneficially
owns personally (consisting of 62,800 shares of Common Stock and warrants
exercisable for 57,300 shares of Common Stock).
Ms.
Hensel beneficially owns the 3,326,745 shares of Common Stock individually owned
by Sage Master, solely in her capacity as a controlling person of Sage Inc., and
an additional 1,179,021 shares of Common Stock that she individually
beneficially owns personally (consisting of 483,621 shares of Common Stock and
warrants exercisable for 695,400 shares of Common Stock).
(b) Percent
of class:
The
Reporting Persons' collective beneficial ownership of 4,625,866 shares of Common
Stock constitutes 5.3% of all of the outstanding shares of Common
Stock.
The
3,326,745 shares of Common Stock beneficially owned by Sage Master, the QP Fund,
SAM and Sage Inc., constitutes 3.9% of all of the outstanding shares of Common
Stock.
The
3,446,845 shares of Common Stock beneficially owned by Mr. Haimes constitutes
4.0% of all of the outstanding shares of Common Stock.
The
4,505,766 shares of Common Stock beneficially owned by Ms. Hensel constitutes
5.2% of all of the outstanding shares of Common Stock.
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote
Mr.
Haimes has the sole power to vote or direct the vote of 120,100 shares of Common
Stock individually beneficially owned by him.
Ms.
Hensel has the sole power to vote or direct the vote of 1,179,021 shares of
Common Stock individually beneficially owned by her.
(ii) Shared
power to vote or to direct the vote
Sage
Master has shared power with QP Fund, SAM, Sage Inc., Mr. Haimes and Ms. Hensel
to vote or direct the vote of 3,326,745 shares of Common Stock individually
beneficially owned by Sage Master.
(iii) Sole
power to dispose or to direct the disposition of
Mr.
Haimes has the sole power to dispose or direct the disposition of 120,100 shares
of Common Stock individually beneficially owned by him.
Ms.
Hensel has the sole power to dispose or direct the disposition of 1,179,021
shares of Common Stock individually beneficially owned by her.
(iv) Shared
power to dispose or to direct the disposition of
Sage
Master has shared power with QP Fund, SAM, Sage Inc., Mr. Haimes and Ms. Hensel
to dispose or direct the disposition of 3,326,745 shares of Common Stock
individually beneficially owned by Sage Master.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If this
statement is being filed to report the fact that as of the date hereof the
Reporting Persons have ceased to be the beneficial owners of more than five
percent of the class of securities, check the following [ ].
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Anther
Person.
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
Of the
4,625,866 shares of Common Stock beneficially owned by the Reporting Persons,
3,326,745 are individually beneficially owned directly by Sage
Master. QP Fund is the controlling shareholder of Sage
Master.
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
See
Exhibit B attached hereto.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
applicable.
By
signing below each of the undersigned certifies that, to the best of its, his or
her knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March
5, 2010
SAGE MASTER INVESTMENTS
LTD.
By: /s/
Katherine R. Hensel
---------------------------------
Katherine R. Hensel
Director
SAGE OPPORTUNITY FUND (QP),
L.P.
By: Sage
Asset Management, L.P., as General Partner
By: Sage
Asset Inc., as General Partner
By: /s/
Barry G. Haimes
---------------------------------
Barry G. Haimes
President
SAGE ASSET MANAGEMENT,
L.P.
By: Sage
Asset Inc., as General Partner
By: /s/
Barry G. Haimes
---------------------------------
Barry G. Haimes
President
SAGE
ASSET INC.
By: /s/
Barry G. Haimes
---------------------------------
Barry G. Haimes
President
/s/ Barry
G. Haimes
---------------------------------
Barry G.
Haimes
/s/
Katherine R. Hensel
---------------------------------
EXHIBIT
A
JOINT
FILING AGREEMENT
The undersigned hereby agree that
the statement on Schedule 13G with respect to the Common Stock of Boise Inc.
dated March 5, 2010 is, and any further amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Dated: March
5, 2010
SAGE MASTER INVESTMENTS
LTD.
By: /s/
Katherine R. Hensel
---------------------------------
Katherine R. Hensel
Director
SAGE OPPORTUNITY FUND (QP),
L.P.
By: Sage
Asset Management, L.P., as General Partner
By: Sage
Asset Inc., as General Partner
By: /s/
Barry G. Haimes
---------------------------------
Barry G. Haimes
President
SAGE ASSET MANAGEMENT,
L.P.
By: Sage
Asset Inc., as General Partner
By: /s/
Barry G. Haimes
---------------------------------
Barry G. Haimes
President
SAGE
ASSET INC.
By: /s/
Barry G. Haimes
---------------------------------
Barry G. Haimes
President
/s/ Barry
G. Haimes
---------------------------------
Barry G.
Haimes
/s/
Katherine R. Hensel
---------------------------------
Katherine
R. Hensel
EXHIBIT
B
IDENTIFICATION
OF MEMBERS OF THE GROUP
Sage
Master Investments Ltd.
Sage
Opportunity Fund (QP), L.P.
Sage
Asset Management, L.P.
Sage
Asset Inc.
Barry G.
Haimes
Katherine
R. Hensel