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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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[ ] Confidential, for Use of the Commission Only (as permitted by
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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Boise Cascade Corporation
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(Name of Registrant as Specified In Its Charter)
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LOGO
BOISE CASCADE
CORPORATION
------------------------------------
ANNUAL MEETING
OF SHAREHOLDERS
BOISE, IDAHO
APRIL 18, 1997
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NOTICE AND PROXY
STATEMENT
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NOTICE OF ANNUAL MEETING
LOGO
1111 W. Jefferson Street George J. Harad BOISE CASCADE CORPORATION
P.O. Box 50 Chairman
Boise, Idaho 83728-0001 Chief Executive Officer
March 5, 1997
Dear Shareholder:
You are cordially invited to attend Boise Cascade's annual meeting of
shareholders. The meeting will be held at the Boise Centre on the Grove, 850
West Front Street, Boise, Idaho, at 10 a.m., Mountain daylight time, on Friday,
April 18, 1997. Your board of directors and management look forward to greeting
personally those shareholders able to be present. Nevertheless, if you are
unable to attend, I urge you to return the enclosed proxy card as soon as
possible.
The meeting will be held for the following purposes:
1. To elect six directors.
2. To consider and act upon a resolution to ratify the board of
directors' appointment of Arthur Andersen LLP as independent
auditors for the Company for 1997.
3. To consider and act upon a shareholder proposal.
4. To transact any other business that may properly come before the
meeting.
Shareholders of record on February 25, 1997, will be entitled to vote.
During the meeting, management will review the Company's performance during
the past year and comment on the outlook for the Company. There will be time for
questions shareholders may have about the Company and its operations. Management
representatives will also be on hand to talk individually with shareholders
about our business.
Regardless of the number of shares you own, your vote is important. Unless
you plan to attend the meeting, please sign and return the proxy card in the
enclosed envelope at your earliest convenience.
Sincerely yours,
George J. Harad
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PROXY STATEMENT
This statement is being mailed on or about March 5, 1997, to the
shareholders of Boise Cascade Corporation (the "Company"), 1111 West Jefferson
Street, P.O. Box 50, Boise, Idaho 83728-0001, in connection with the
solicitation of proxies by the board of directors for the Company's 1997 annual
meeting of shareholders.
A shareholder who signs and returns the enclosed proxy may revoke it at any
time prior to its exercise by delivering a later proxy to the independent
tabulator, by giving the Company written notice of revocation prior to or at the
annual meeting of shareholders, or by voting in person at the meeting.
The Company has a confidential voting policy. Individual shareholders'
votes on a proxy card will not be disclosed to the Company other than in
specified situations. The Company's proxy cards will be collected and tabulated
by the inspector of election for the meeting, Corporate Election Services, Inc.
The tabulator will forward comments written on the proxy cards to the Company
for management's information, but information about individual shareholder's
votes will not be communicated to the Company.
BUSINESS AT THE MEETING
1. ELECTION OF DIRECTORS
Your board of directors presently consists of 12 directors divided into
three classes. Robert H. Waterman, Jr., resigned from the board of directors in
December 1996. Robert E. Coleman and James A. McClure, who have both reached the
mandatory retirement age of 72, will retire from the board of directors at the
1997 annual meeting of shareholders. Six directors are to be elected at the
annual meeting. Messrs. Harad, Macdonald, and Spencer and Ms. Shaw, all
presently directors, if reelected, will hold office until the annual meeting of
shareholders in 2000 or until the annual meeting of shareholders next following
his or her 72nd birthday, whichever is sooner. Messrs. Carroll and Michael,
neither of whom is currently a director, if elected, will hold office until the
annual meeting of shareholders in 1998. Six directors will continue to serve in
accordance with their previous elections. Following the retirement of Messrs.
Coleman and McClure and the election of directors, the number of directors will
continue to be 12.
In the absence of other instructions, shares of the Company's common stock
and Series D and Series G preferred stock represented by properly executed
proxies will be voted in favor of the nominees. If any nominee becomes
unavailable for election for any reason, either the proxies will be voted for a
substitute recommended by the Nominating Committee and nominated by the board of
directors or the board may make an appropriate reduction in the number of
directors to be elected. Unless the number of directors to be elected has been
so reduced, the six nominees for election as directors at the annual meeting who
receive the greatest number of votes at the meeting will be elected as
directors. Abstentions will have no effect on the election of directors.
NOMINEES FOR DIRECTORS WHOSE TERMS EXPIRE IN 2000
- -------------------
GEORGE J. HARAD, 52, was elected a member of the board and
president of the Company in 1991. He was elected chief
executive officer of Boise Cascade in 1994, became chairman of
the board in 1995, and has been an executive officer of the
Company since 1982. He is also chairman of the board of Boise
Cascade Office Products Corporation and a director of
Allendale Insurance Co.
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- -------------------
DONALD S. MACDONALD, 65, was elected to the Company's board
for the second time in February 1996. He was originally
elected in 1978 but resigned in 1986. Mr. Macdonald is of
counsel in the Toronto law firm of McCarthy Tetrault. He is
currently chairman of the Institute for Research on Public
Policy, Montreal. Mr. Macdonald served as Canadian High
Commissioner to Great Britain and Northern Ireland from 1988
to 1991. In addition, he was a member of the Canadian House of
Commons for 16 years and a former chairman of the Royal
Commission on the Economic Union and Development Prospects for
Canada. Between 1968 and 1977, he held the Cabinet positions
of President of the Privy Council; Minister of National
Defense; Minister of Energy, Mines, and Resources; and
Minister of Finance. Mr. Macdonald is chairman and director of
Siemens Electric Limited, and a director of Alberta Energy
Company Limited, Banister Foundation Inc., CanEnerco Limited,
Celanese Canada Inc., Hambros Canada Inc., Slough Estates
Canada Limited, Sun Life Assurance Company of Canada, and
TransCanada Pipelines Limited.
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JANE E. SHAW, 58, was elected to the board of directors in
1994. She is the former president and chief operating officer
of ALZA Corporation, a therapeutic systems company. Ms. Shaw
is the founder of The Stable Network, which provides
consulting services to the biopharmaceutical industry. She is
also a director of Aviron, Intel Corporation, and McKesson
Corporation.
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EDSON W. SPENCER, 70, was elected to the board of directors in
1988. He is the former chairman of the board and chief
executive officer of Honeywell Inc., an electronics
manufacturing company. He is also a director of the American
Express Mutual Fund Group.
NOMINEES FOR DIRECTORS WHOSE TERMS EXPIRE IN 1998
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PHILIP J. CARROLL, 59, has been nominated to be elected to the
board of directors in April 1997. He is the president and
chief executive officer of Shell Oil Company, an integrated
petroleum company.
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GARY G. MICHAEL, 56, has been nominated to be elected to the
board of directors in April 1997. He is a director, chairman
of the board, and chief executive officer of Albertson's,
Inc., a retail food and drug company. He is also a director of
Questar Corporation and the Federal Reserve Bank of San
Francisco.
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DIRECTORS WHOSE TERMS EXPIRE IN 1998
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ANNE L. ARMSTRONG, 69, was elected to the Company's board for
the second time in 1978. She was originally elected in 1975
but resigned the following year to accept appointment as U.S.
Ambassador to Great Britain. She had served earlier as a
counselor to the President of the United States. Mrs.
Armstrong is chairman of the board of trustees of the Center
for Strategic and International Studies, Washington, D.C. She
is also a director of General Motors Corporation, Halliburton
Company, American Express Company, and Glaxo Wellcome p.l.c.
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A. WILLIAM REYNOLDS, 63, was elected to the board of directors
in 1989. He is the chief executive of Old Mill Group, a
private investment firm. Mr. Reynolds is the former chairman
of the board and chief executive officer of GenCorp Inc., a
diversified manufacturing and service company. He is also a
director of Boise Cascade Office Products Corporation, Eaton
Corporation, and Stant Corporation and former chairman of the
Federal Reserve Bank of Cleveland.
DIRECTORS WHOSE TERMS EXPIRE IN 1999
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ROBERT K. JAEDICKE, 68, became a director in 1983. He is
professor (emeritus) of accounting at the Stanford University
Business School and served as dean of Stanford's Graduate
School of Business from 1983 to 1990. Professor Jaedicke is
also a director of Wells Fargo & Company, Homestake Mining
Company, Enron Corp., GenCorp Inc., State Farm Insurance
Companies, and California Water Service Company.
- -------------------
PAUL J. PHOENIX, 69, was elected to the board of directors in
1987. He is the former chairman of the board and chief
executive officer of Dofasco Inc., a steel products company.
He is also a director of The Bank of Nova Scotia, Montreal
Trust Co., Mutual Life of Canada, and GenCorp Inc.
- -------------------
FRANK A. SHRONTZ, 65, was elected to the board of directors in
1989. He is the former chairman of the board and chief
executive officer and currently serves as chairman emeritus of
The Boeing Company, an aerospace company. He is also a
director of Chevron Corporation, Citicorp, and Minnesota
Mining & Manufacturing Co.
- -------------------
WARD W. WOODS, JR., 54, was elected to the board of directors
in 1992. He is president and chief executive officer of
Bessemer Securities Corporation, a privately held investment
company. Mr. Woods is the managing general partner of Bessemer
Holdings, L.P., and Bessemer Partners & Co. He is chairman of
the board of Stant Corporation and BCP/Essex Holdings, Inc.,
and is a director of Freeport-McMoRan Copper and Gold Inc.,
Graphic Controls Corporation, Kelley Oil & Gas Corporation,
and several private companies.
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BOARD MEETINGS AND ATTENDANCE OF DIRECTORS
During 1996, the board of directors held five meetings. One director, Edson
W. Spencer, participated in four of the five board meetings but was unable to
participate in several committee meetings, which, in the aggregate, resulted in
his attending less than 75% of the total meetings of the board and the
committees on which he served.
COMMITTEES OF THE BOARD OF DIRECTORS
The board of directors has a Committee of Outside Directors. This
committee, composed of all 11 nonemployee directors of the Company, is
responsible for reviewing the performance of the chief executive officer and
establishing his individual and corporate goals and strategies. This committee
also reviews the performance and processes of the board of directors and
communication among the board, management, and shareholders. The Committee of
Outside Directors meets at least twice each year, without management directors
present, under the leadership of Mr. Robert K. Jaedicke. During 1996, this
committee held two meetings.
The board of directors has an Executive Committee. The committee can
exercise most of the powers and authorities of the full board in the management
of the business and affairs of the Company. The committee chairman is George J.
Harad, and its other members are Messrs. Jaedicke, Shrontz, Spencer, and Woods.
During 1996, this committee held two meetings.
The board of directors has an Executive Compensation Committee composed of
five members, none of whom is an officer or employee of the Company or an
executive officer of another company on whose board of directors any executive
officer of the Company serves. In addition, this committee has no members who
are employees of another company which engages in significant financial
transactions with the Company. The Executive Compensation Committee is
responsible for establishing all executive officer compensation and for
administering stock option and variable compensation programs applicable to
officers and directors. The committee chairman is Ward W. Woods, Jr., and its
other members are Mrs. Armstrong and Messrs. Coleman, Phoenix, and Reynolds.
During 1996, this committee held five meetings.
The board of directors has an Audit Committee composed of seven members,
none of whom is an officer or employee of the Company. The committee meets
periodically with management, the Company's Internal Audit staff, and
representatives of the Company's independent auditors to assure that appropriate
audits of the Company's affairs are being conducted. In carrying out these
responsibilities, the committee reviews the scope of internal and external audit
activities and the results of the annual audit. The committee also recommends a
public accounting firm to serve as independent auditors each year. Both the
independent auditors and the internal auditors have direct access to the Audit
Committee to discuss the results of their examinations, the adequacy of internal
accounting controls, and the integrity of financial reporting. The committee
chairman is Edson W. Spencer, and its other members are Ms. Shaw and Messrs.
Coleman, Jaedicke, Macdonald, McClure, and Phoenix. During 1996, this committee
held three meetings.
The board of directors also has a Nominating Committee composed of five
members, none of whom is an officer or employee of the Company. The committee
reviews candidates to be considered for nomination to the board of directors and
makes recommendations to the board. The committee chairman is Frank A. Shrontz,
and its other members are Mrs. Armstrong, Ms. Shaw, and Messrs. McClure and
Reynolds. During 1996, the committee held four meetings.
The Nominating Committee evaluates board candidates using qualifications
established by the board of directors. These qualifications provide that a
director should be able to apply good, independent judgment in a business
situation and represent the interests of all the Company's shareholders and
constituencies. The Nominating Committee also considers candidates based on
demonstrated maturity and experience; geographic balance; special expertise in
natural resources, environmental, energy, and health issues; and background as
an educator in business, economics, or the sciences. In addition, the committee
favors a board represented by diverse backgrounds and gives particular
consideration to female and minority candidates. A director must be free of any
conflicts of interest which would interfere with his or her loyalty to the
Company and its shareholders.
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Shareholders wishing to suggest nominees for the Nominating Committee's
consideration for future elections should write to A. James Balkins III, Vice
President and Corporate Secretary, 1111 West Jefferson Street, P.O. Box 50,
Boise, Idaho 83728-0001, stating in detail the proposed nominee's qualifications
and other relevant biographical information and providing an indication of the
proposed nominee's consent to accept nomination. Shareholders wishing to
nominate directors directly rather than through the Nominating Committee should
review the procedures described in this proxy statement under "Shareholder
Proposals -- Shareholder Nominations for Directors."
DIRECTORS' COMPENSATION
Directors, except those who are also officers of the Company, are paid an
annual retainer of $30,000 plus a fee of $1,500 for each board meeting attended
in person. Committee chairmen receive an additional $6,500 per year. Directors
receive $600 for participating in any meeting of the board or of any committee
conducted by telephone, $600 for personal attendance at the meeting of any
committee to which they are assigned, and $600 for any action by consent in lieu
of meeting. The directors are reimbursed for travel and other expenses related
to attendance at the meetings.
Nonemployee directors may elect to have any or all of their retainers and
meeting fees paid in the form of stock options, rather than cash, through the
Director Stock Compensation Plan ("DSCP"). Under the DSCP, nonemployee directors
must specify by each December 31 the amount of their cash compensation to be
earned in the following calendar year that they wish to have paid in the form of
stock options. The DSCP has been approved by the Company's shareholders.
The options are granted at the end of each calendar year to directors
participating in the DSCP and are designed to be equal in value to the amount of
compensation elected by each director to be paid in this form rather than cash
compensation. The options have an exercise price of $2.50 per share, are
exercisable six months following the date of grant, and expire three years
following the director's resignation, retirement, or termination as a director
of the Company. The number of option shares granted to each participating
director was based upon the amount of compensation which he or she has elected
not to receive in cash and the market value of the common stock on July 31,
1996. Eight of the 12 eligible directors participated in the DSCP in 1996, and
six directors have elected to participate in the plan in 1997.
In 1995, the Company's shareholders approved the Director Stock Option Plan
("DSOP"). Under the DSOP, each individual who is a nonemployee director of the
Company as of January 1 or is elected prior to July 31 will receive a stock
option grant on July 31. Directors elected between August 1 and December 31 will
receive a grant when they are elected to the board. In 1996, each of the
Company's nonemployee directors received an option to purchase 1,500 shares of
the Company's common stock at a price equal to the market price of the stock on
the date the option was granted. The options are exercisable one year following
the date of grant and expire the earlier of (a) three years following the
director's retirement, resignation, death, or termination as a director of the
Company or (b) ten years after the grant date.
The Company also has a deferred compensation program for nonemployee
directors. The initial plan, adopted in 1983, allowed each eligible director to
defer a portion of his or her cash compensation earned between January 1, 1984,
and December 31, 1987. The program was subsequently extended to December 1991
and again to December 1995. In 1995, a new plan was adopted, similar to the
previous deferred compensation plans, which allows each nonemployee director to
defer cash compensation earned between January 1, 1996, and December 31, 2000.
Under these plans, nonemployee directors may defer from a minimum of $5,000
to a maximum of 100% of their cash compensation in a calendar year. Under the
1983 plan, interest accrues on the deferred amount at a monthly rate equal to
Moody's Composite Average of Yields on Corporate Bonds plus four percentage
points. Under the plans in place since 1988, interest accrues on deferred
compensation at a rate equal to 130% of Moody's Composite Average of Yields on
Corporate Bonds. The plans prior to 1995 provide for a minimum death benefit
based upon the amount of the four-year deferral, and the Company has purchased
corporate-owned life insurance policies to help offset the expense of these
plans. The directors' deferred compensation plans provide for payment of the
Company's obligations under the plans through a trust in the event of a change
in control of the Company (as defined in the plans). For more information on
this trust, see "Other Benefit Plans -- Deferred
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Compensation and Benefits Trust." As of December 31, 1996, eight current
directors were participating in the deferred compensation program.
CONSULTING AND LEGAL SERVICES
James A. McClure is a consultant to the firm of McClure, Gerard &
Neuenschwander, Inc., located in Washington, D.C. This firm provides consulting
services in the area of governmental and environmental affairs at the national
level. The Company paid $25,000 to the firm for consulting services in 1996 and
has retained the firm's services for 1997. In addition, Mr. McClure is of
counsel in the law firm of Givens, Pursley, & Huntley located in Boise, Idaho.
During 1996, this firm provided services to the Company, and the Company expects
to use Givens, Pursley, & Huntley's services in 1997. These consulting and legal
services are retained independently of Mr. McClure's service on the Company's
board of directors.
Donald S. Macdonald is of counsel in the law firm of McCarthy Tetrault
located in Toronto, Ontario, Canada. During 1996, this firm provided legal
services to the Company and certain of its affiliates, and the Company expects
to use McCarthy Tetrault's services in 1997. These legal services are retained
independently of Mr. Macdonald's service on the Company's board of directors.
2. RATIFICATION OF APPOINTMENT OF AUDITORS
Subject to shareholder ratification, the board of directors has appointed
the public accounting firm of Arthur Andersen LLP to be the Company's
independent auditors for 1997. Representatives of the firm will be available at
the annual meeting to respond to questions from shareholders. They have advised
the Company that they do not presently plan to make a statement at the meeting,
although they will have the opportunity to do so.
In the absence of other instructions, shares represented by properly
executed proxies will be voted "FOR" the ratification of the appointment of
Arthur Andersen LLP as auditors for 1997.
The Board of Directors Unanimously Recommends a Vote "FOR" Ratification
of the Appointment of Arthur Andersen LLP as Auditors for 1997.
3. SHAREHOLDER PROPOSAL: REINCORPORATION IN IDAHO
Howard D. Naylor, 333 W. Groveview Lane, Boise, Idaho 83702, who owns 1,000
shares of Boise Cascade common stock, has given the Company notice that he
intends to present the following proposal at the annual meeting.
RESOLVED, that shareholders urge the Board of Directors of Boise Cascade
take the steps necessary to reincorporate our Company from Delaware to
Idaho.
The statement of the shareholder in support of the resolution is as follows:
I believe that our company, founded in Idaho, headquartered in and
named for the Idaho state capital, should not be governed by the corporate
laws of Delaware.
By incorporating in Delaware instead of Idaho, Boise Cascade can
engage in "forum shopping," the same process that would permit a plaintiff
to pick his judge.
Forum shopping, I believe, demonstrates a disregard for the integrity
of law with both specific and general repercussions for shareholders.
Specifically, Boise Cascade faces many legal challenges. On
environmental issues, the company was listed as a "potentially responsible
party" at 53 federal or state-listed hazardous waste sites at the end of
1993, and 38 sites at the end of 1995. The company sued its insurance
companies over some of these costs in state court in Boise.
After closing its Council, Idaho mill in 1995, the company moved the
equipment to Guerrero, Mexico, a region of conflict. In June 1995, a
protest by farmers about timber cutting left 17 farmers dead and 20 wounded
by the police. The state governor resigned and 28 police officers and four
officials were jailed. Such terrain is fraught with peril for Boise Cascade
and its shareholders.
Our company also enters court on labor issues, and has been assessed
more than $4 million in penalties in recent years.
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Such unfortunate problems bear on the issue of an Idaho incorporation
directly because corporate law defines director accountability, liability,
and venues for penalties. Idaho lawmakers could decide that a Boise Cascade
director who is grossly negligent in ensuring that the company adheres to
environmental or labor law could be held personally liable. Delaware law
excuses directors from being held liable for gross negligence.
Generally, an Idaho incorporation would also serve as a demonstration
that our company honors the law, and doesn't view it as an inconvenience
for skillful attorneys to circumvent.
The accident of history that permits corporations to charter in any
state has created an unhealthy competition among the states to write
management-friendly law. Delaware, in leading this competition, reaps some
$200 million, or 20% of the state budget -- enough to reduce personal taxes
on its citizens. (Conversely, if Idaho companies incorporated in Idaho,
this would generate fees that would reduce personal taxes on Idahoans.)
When this type of resolution was introduced at Minnesota Mining and
Manufacturing (also incorporated in Delaware), 3M's management contended
that Minnesota law isn't necessarily any better. In part, I agree. Any
state that dares to strengthen its incorporation laws to serve
shareholders, risks losing the few companies still chartered in that state
to Delaware.
But until shareholders declare an end to this nonsense, forum shopping
will erode corporate accountability.
STATEMENT BY DIRECTORS IN OPPOSITION TO THE PROPOSAL
Your board of directors recommends a vote AGAINST the shareholder proposal
to reincorporate in Idaho.
Preface. Before addressing the stated purpose of this
resolution -- reincorporation in Idaho -- your board of directors takes strong
exception to the inaccurate statements set forth by the proponent. The
allegations with respect to the Company's environmental and labor records and
its dealings in Mexico are simply untrue. The Company is committed to
maintaining the highest ethical and legal standards in all business arenas,
regardless of forum. Our repeated invitations to the proponent to discuss his
concerns about the Company were not accepted.
Reincorporation in Idaho. Since 1931, the Company has been a Delaware
corporation. Unlike any other state, Delaware has developed and maintained a
separate court system devoted solely to corporate and business matters. That
court system, and the large body of corporate law it has developed, provides
companies and shareholders alike with a high degree of predictability in the
myriad of legal issues facing businesses today.
Of the top 100 industrial corporations in the United States, more than 60%
are incorporated in Delaware. Less than 30% are actually incorporated in the
jurisdiction of their principal business location. As the proponent of this
proposal indicates, a similar proposal was presented to the shareholders of
Minnesota Mining and Manufacturing ("3M") seeking reincorporation from Delaware
to Minnesota. The proposal failed, with less than 2.5% of 3M's shareholders
electing to reincorporate in Minnesota.
Your board of directors does not believe that reincorporation is in either
the shareholders' or the Company's best interests.
VOTE REQUIRED
The shareholder proposal regarding reincorporation will be approved if the
votes for the proposal exceed the votes against the proposal. Abstentions will
not be counted as votes for or against the proposal. Reincorporation in Idaho
would require a formal amendment to the Company's Certificate of Incorporation.
The Board of Directors Unanimously Recommends a Vote "AGAINST"
the Proposal to Reincorporate in Idaho.
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4. OTHER BUSINESS
The United Food and Commercial Workers Union, Local 99, has indicated that
it intends to submit the following advisory proposal for consideration at the
Company's 1997 annual shareholders meeting:
RESOLVED, that shareholders recommend the company have all directors
stand for election annually (in other words, declassify its board of
directors).
The Company reserves the right to exercise discretionary authority to vote
against the proposal should it be presented at the annual meeting.
The Company's management knows of no other matters to be brought before the
meeting for a vote. If, however, other matters are presented for a vote at the
meeting, the proxy holders will vote the shares represented by properly executed
proxies according to their judgment on those matters.
At the meeting, management will report on the Company's business, and
shareholders will have an opportunity to ask questions.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
According to information furnished to the Company by the directors,
nominees for director, and executive officers, the shares of Company common
stock beneficially owned by them on December 31, 1996, were as follows:
OWNERSHIP OF COMPANY STOCK
- --------------------------------------------------------------------------------
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- ---------------------------------------------------------------------------------------------------------------------
DIRECTORS (1)
Anne L. Armstrong................................................................... 8,296 *
Philip J. Carroll................................................................... 0 *
Robert E. Coleman................................................................... 6,895 *
George J. Harad..................................................................... 572,486(2) 1.1%
Robert K. Jaedicke.................................................................. 2,996 *
Donald S. Macdonald................................................................. 2,507 *
James A. McClure.................................................................... 4,909 *
Gary G. Michael..................................................................... 0 *
Paul J. Phoenix..................................................................... 4,873 *
A. William Reynolds................................................................. 19,710 *
Jane E. Shaw........................................................................ 4,276 *
Frank A. Shrontz.................................................................... 5,500 *
Edson W. Spencer.................................................................... 17,826 *
Ward W. Woods, Jr................................................................... 19,742 *
OTHER NAMED EXECUTIVES
Peter G. Danis Jr................................................................... 97,708(2) *
N. David Spence..................................................................... 105,769(2) *
Theodore Crumley.................................................................... 97,373(2) *
Richard B. Parrish.................................................................. 137,422(2) *
Christopher C. Milliken............................................................. 2,425(2) *
Carol B. Moerdyk.................................................................... 48,574(2) *
All directors, nominees for director, and executive officers as a group (1)(2)(3)... 2,019,583 3.83%
*Less than 1% of class
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(1) Beneficial ownership for the directors includes all shares held of record or
in street name, plus options granted but unexercised under the Director
Stock Compensation Plan ("DSCP") and Director Stock Option Plan ("DSOP"),
described under "Election of Directors -- Directors' Compensation." The
number of shares subject to options under the DSCP included in the
beneficial ownership table is as follows: Mrs. Armstrong, 4,296 shares; Ms.
Shaw, 1,776 shares; and Messrs. Coleman, 2,395 shares; Macdonald, 307
shares; McClure, 2,159 shares; Phoenix, 2,040 shares; Reynolds, 7,210
shares; Spencer, 2,820 shares; Woods, 7,242 shares; and directors as a
group, 30,245 shares. The number of shares subject to options under the DSOP
included in the beneficial ownership table is as follows: 2,500 shares for
each nonemployee director (except Mr. Macdonald who has 1,500 shares) and
26,500 shares for the directors as a group.
(2) The beneficial ownership for these executive officers includes all shares
held of record or in street name, plus options granted but unexercised under
the Key Executive Stock Option Plan ("KESOP"), described under "Compensation
Tables -- Stock
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Options," and interests in shares of common stock held in the Company Common
Stock Fund by the trustee of the Company's Savings and Supplemental
Retirement Plan ("SSRP"), a defined contribution plan qualified under
Section 401(a) of the Internal Revenue Code. The following table indicates
the nature of each executive's stock ownership and also shows the number of
shares of convertible preferred stock, Series D, held in the Employee Stock
Ownership Plan ("ESOP") fund of the SSRP, and the number of shares of
cumulative preferred stock, Series F, which are not included in the
beneficial ownership table.
Common Unexercised SSRP ESOP Series F
Shares Option (Common (Preferred (Preferred
Owned Shares Stock) Stock) Stock)
------ ----------- ------- ---------- ----------
George J. Harad............................ 3,050 561,650 7,786 637 0
Peter G. Danis Jr.......................... 1,740 92,017 3,951 404 0
N. David Spence............................ 2,037 101,783 1,949 200 0
Theodore Crumley........................... 1,180 88,283 7,910 437 0
Richard B. Parrish......................... 3,358 133,934 130 442 0
Christopher C. Milliken.................... 0 2,425 0 788 0
Carol B. Moerdyk........................... 0 48,533 41 230 0
All executive officers as a group.......... 20,862 1,840,323 60,868 11,110 700
(3) The executive officers, directors, or nominees for director (individually or
as a group) do not own more than 1% of any series of the Company's preferred
stock.
On December 31, 1996, the Company's directors, nominees for director, and
executive officers beneficially owned the indicated number of shares of common
stock of the Company's majority-owned subsidiary, Boise Cascade Office Products
Corporation:
OWNERSHIP OF BOISE CASCADE OFFICE PRODUCTS CORPORATION STOCK
- --------------------------------------------------------------------------------------------------------------------
COMMON UNEXERCISED
SHARES OPTION TOTAL
NAME OF BENEFICIAL OWNER OWNED(1) SHARES SHARES(2)
- --------------------------------------------------------------------------------------------------------------------
DIRECTORS
Anne L. Armstrong........................................................ 4,000 0 4,000
George J. Harad.......................................................... 2,000 0 2,000
A. William Reynolds...................................................... 20,000 8,000 28,000
Jane E. Shaw............................................................. 5,000 0 5,000
Edson W. Spencer......................................................... 5,000 0 5,000
OTHER NAMED EXECUTIVES
Peter G. Danis Jr........................................................ 22,000 221,800 243,800
Theodore Crumley......................................................... 1,000 0 1,000
Christopher C. Milliken.................................................. 13,651 60,400 74,051
Carol B. Moerdyk......................................................... 5,000 74,400 79,400
All directors, nominees for director, and executive officers as a
group.................................................................. 87,102 364,600 451,702
- --------------------------------------------------------------------------------------------------------------------
(1) Includes direct and indirect ownership.
(2) The individual and aggregate beneficial ownership represents less than 1% of
the outstanding shares.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities ("Reporting Persons"), to
file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with
the Securities and Exchange Commission (the "SEC") and the New York Stock
Exchange. These Reporting Persons are also required by SEC rules to furnish the
Company with copies of all Section 16(a) forms that they file.
Based solely on its review of copies of these reports, or written
representations from certain Reporting Persons, the Company believes all
Reporting Persons have timely complied with their obligations under Section
16(a) during the year ended December 31, 1996, except for a Form 4 reporting a
sale of the Company's common stock by Donald F. Smith, former Vice President,
Timberland Resources, filed on May 10, 1996, and which was due on March 10,
1996. In addition, a report of a stock option exercise and sale of common stock
due May 10, 1996, was included in Mr. Smith's Form 5 for 1996, filed in February
1997.
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13
EXECUTIVE COMPENSATION
The Executive Compensation Committee of the board of directors, consisting
entirely of nonemployee directors, is responsible for approving the compensation
programs and individual salaries for the Company's executive officers. Certain
of the Company's executive officers are employees of Boise Cascade Office
Products Corporation ("BCOP") and receive their compensation from BCOP. BCOP's
Compensation Committee, also consisting entirely of nonemployee directors, is
responsible for approving compensation programs and salaries for these officers.
The following report is intended to assist shareholders in understanding the
basis for the Executive Compensation Committee's compensation decisions during
1996.
EXECUTIVE COMPENSATION COMMITTEE REPORT
The Company is committed to providing competitive total compensation to all
employees. The Company's executive compensation program is designed to attract,
motivate, reward, and retain the broad-based management talent critical to the
Company's achievement of its objectives.
Compensation for all the Company's employees, including its executive
officers, is based on each employee's job responsibilities and on his or her
individual performance over time. In order to ensure that compensation levels
remain competitive in light of the compensation program objectives, the Company
subscribes to various reports on executive compensation and collects information
about the compensation practices of 31 other companies within the forest
products industry. Of these, 13 are included among the 14 companies in the paper
and forest products company index included in the performance graph following
this report.
The companies within the forest products industry used for this purpose are
selected primarily because comparable levels of responsibility can be identified
for executives within these companies. The Company also collects information
regarding compensation practices of approximately 287 Fortune 500 manufacturing
companies. Collectively, these forest products industry and manufacturing
companies are referred to as "peer group" companies in this report. In addition
to the compensation information regarding peer group companies, the Company and
the Executive Compensation Committee utilize information regarding executive
compensation programs provided by human resource consulting firms, including, in
1996, Hewitt Associates and Management Compensation Services.
The Company's executive compensation program has four principal components:
base salary, annual variable incentive compensation, stock options, and other
compensation programs. The committee believes these components collectively
provide competitive compensation and form an appropriate relationship between an
executive's compensation, the executive's performance, and the Company's
performance. The Company's executive compensation plans also reflect the
committee's intent that compensation paid to executive officers will qualify for
federal income tax deduction by the Company. However, the committee recognizes
that an element of subjective judgment is inherent in executive compensation
decisions and reserves the authority to make compensation payments that may not
necessarily satisfy federal tax law requirements regarding deductibility.
During 1996, compensation for executive officers and key managers was
directly linked to the Company's performance through a cash-based annual
variable (at-risk) incentive component and was also linked to the growth in the
value of the Company's stock through a stock option program.
Base Salary. A salary guideline is established for each salaried position
in the Company, including each executive officer position. The midpoint of each
salary guideline is generally equal to the average salary adjusted for company
size (sales) of equivalent positions at the peer group companies. The committee
determines each executive officer's base salary by reviewing his or her
sustained job performance over time, based on individual performance and
performance of the business or staff unit over which the executive officer
exercises responsibility. Business or staff unit performance is assessed against
such measures as economic value added ("EVA"(R)), return on total capital,
effective environmental management, achievement of sales or production targets,
effectiveness of cost-containment measures, progress toward implementation of
Total Quality process improvements, and other factors relevant to each executive
officer's position. The relative weight attributed to each factor, with respect
to each executive officer, is an inherently subjective judgment.
Annual Variable Incentive Compensation. The Executive Compensation
Committee establishes objective performance criteria for the Company's annual
executive officer variable incentive compensa-
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14
tion program, or pay at risk. This program has been approved by the Company's
shareholders. In 1996, it, together with similar plans covering managers in
specific operating divisions or locations, was applicable to about 550 of the
Company's key managers, including all executive officers. The plan covering
executive officers is administered by the Executive Compensation Committee. The
committee had established a target payout for the chief executive officer which,
over time (a complete business cycle), should have averaged approximately 60% of
the chief executive officer's base salary, assuming satisfactory Company
performance. For 1997, this target payout was increased to 70% by the committee
based on a review of competitive compensation practices of peer group companies
and the committee's desire to increase the incentive portion of the chief
executive officer's total compensation.
For 1996, the criteria for the executive officer plan (including the chief
executive officer) specified percentages of the participants' compensation to be
paid as additional cash compensation based on improvements in the Company's EVA.
Economic value added is determined by calculating the Company's income from
operations and subtracting a cost of capital charge. The cost of capital charge
is intended to represent an estimated average of the Company's weighted pretax
cost of capital. Studies have indicated that, for the Company, increases in EVA
correlate more closely than any other financial measure with increases in
shareholder value. The actual payout under this plan, if any, will vary from
year to year, depending on the Company's financial performance during each year.
Target payout amounts for executive officers also vary depending on each
officer's level of responsibility and competitive compensation practices.
Incentive payments for 1996 also include an award made by the committee which
considered the payout of division and subsidiary EVA incentive plans, progress
made in the implementation of key business strategies, and other performance
factors.
For the chief executive officer, payment under the 1996 program was about
18% of base salary and is reported in the Summary Compensation Table. Amounts
paid under the variable incentive program, including a discretionary incentive
payment, are reflected in the Summary Compensation Table.
Stock Options. The Company's long-term incentive compensation for executive
officers and other key managers is provided through grants of stock options. The
stock option plan has been approved by the Company's shareholders and is
administered by the Executive Compensation Committee of the board of directors.
Stock options have generally been granted to plan participants each year. The
number of stock options granted is determined by a competitive compensation
analysis and consultants' recommendations and is based on each individual's
salary guideline and responsibility. The committee may also consider the number
and exercise price of options granted to individuals in the past. Corporate or
business unit measures are not used by the committee in determining the size of
individual option grants. All grants have been made with an exercise price equal
to the fair market value of the Company's common stock on the date of grant.
During 1996, stock options were granted to the Company's executive officers
and other participating employees. Mr. Harad received a grant of an option to
purchase 70,000 shares of the Company's common stock. In determining the number
of shares to include in Mr. Harad's grant, the committee considered information
about stock option grants to chairmen and chief executive officers of the peer
group companies, the financial performance of the Company, the number of shares
granted to other chief executive officers and the value of those options, the
size of grants offered to the Company's other executive officers, and the number
and exercise price of shares Mr. Harad had under previous grants.
The stock option plan limits the number of shares that can be issued to any
individual over the life of the plan to 15% of the total number of shares
authorized by shareholders for issuance under the plan. This provision reflects
the committee's view that the stock option plan is intended to provide long-term
incentive compensation to a relatively broad spectrum of the Company's
executives.
Other Compensation Plans. Each of the Company's executive officers is
entitled to receive additional compensation in the form of payments,
allocations, or accruals under various compensation and benefit plans, as
described more fully in the footnotes to the Summary Compensation Table and
under the heading "Other Benefit Plans" in this proxy statement. Each of these
plans or programs is an integral part of the Company's overall compensation
program, which is designed to provide competitive compensation, to effectively
motivate superior long-term job performance, and to enable the Company to
continue to attract and retain executives with the abilities to build and manage
the Company into the future.
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15
Compensation of Chief Executive Officer. Each year, the committee reviews
the criteria discussed under "Base Salary" above and establishes the chief
executive officer's base salary. The chief executive officer's performance is
formally reviewed against a written performance plan. In 1996, the committee set
Mr. Harad's base salary at $730,000 per year. This reflects Mr. Harad's 26 years
of experience with the Company, his responsibilities as chief executive officer,
and his role in the Company's strategic positioning, cost-effectiveness programs
and Total Quality evolution. This salary rate is approximately 4% above the
midpoint of the designated salary guideline ($704,700) for the Company's chief
executive officer. Mr. Harad also received payments under the Company's
incentive compensation plan, as previously described.
Executive Compensation Committee of the Board of Directors.
Ward W. Woods, Jr., Chairman
Anne L. Armstrong
Robert E. Coleman
Paul J. Phoenix
A. William Reynolds
PERFORMANCE GRAPH
The following graph provides a comparison of the five-year cumulative total
return (assuming reinvestment of dividends) for the Standard & Poor's 500 index,
the Standard & Poor's paper and forest products company index, and the Company.
Measurement Period Boise Cascade Paper & Forest
(Fiscal Year Covered) Corp. Products S&P 500 Index
1991 100 100 100
1992 97.80 114.34 107.62
1993 111.65 126.01 118.46
1994 130.18 131.30 120.03
1995 170.61 144.57 165.13
1996 159.67 159.91 203.05
BASE
PERIOD RETURN RETURN RETURN RETURN RETURN
COMPANY/INDEX NAME 1991 1992 1993 1994 1995 1996
- -------------------------------------------------------------------------------------------------------------------------
Boise Cascade Corp. ................. $100 $ 97.80 $111.65 $130.18 $170.61 $159.67
Paper & Forest Products.............. 100 114.34 126.01 131.30 144.57 159.91
S&P 500 Index ....................... 100 107.62 118.46 120.03 165.13 203.05
12
16
COMPENSATION TABLES
The individuals named in the following tables include the Company's chief
executive officer and the six other most highly compensated executive officers
of the Company during 1996.
The following table describes compensation earned by the named individuals
during each of the last three years:
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
-------------------------------------- SECURITIES
OTHER UNDERLYING
ANNUAL OPTIONS/ ALL OTHER
SALARY($) BONUS($) COMPENSATION($) SARS(#) COMPENSATION($)
NAME AND PRINCIPAL POSITION YEAR (2) (3) (4) (5) (6)
- ----------------------------------------------------------------------------------------------------------------
George J. Harad, 1996 $719,382 $129,941 $ 499 70,000 $95,925
Chairman and 1995 671,880 838,824 487 77,200 63,904
Chief Executive Officer 1994 532,349 349,190 156 202,200 40,696
Peter G. Danis Jr., 1996 422,100 533,952 0 0(1) 56,935
Executive Vice President 1995 385,800 398,762 839 0 49,684
and General Manager, 1994 366,000 191,345 2,440 22,300 45,356
Office Products
Distribution(1)
N. David Spence, 1996 305,214 41,652 0 22,900 52,130
Senior Vice President 1995 278,556 292,262 121 19,700 41,055
and General Manager, 1994 256,242 135,757 487 16,400 23,837
Paper Division
Theodore Crumley, 1996 290,202 39,730 349 22,900 49,203
Senior Vice President 1995 258,756 274,976 1,117 22,900 37,920
and Chief Financial Officer 1994 211,125 120,767 0 19,600 18,392
Richard B. Parrish, 1996 277,452 37,487 0 19,700 40,046
Senior Vice President, 1995 264,558 274,361 0 19,700 28,236
Building Products 1994 253,257 133,839 0 16,400 31,584
Christopher C. Milliken, 1996 207,522 199,331 0 0(1) 16,228
Vice President, Operations, 1995 182,505 158,094 0 0 14,444
Office Products 1994 142,506 38,775 0 4,000 3,891
Distribution(1)
Carol B. Moerdyk, 1996 202,257 192,823 0 0(1) 24,123
Vice President, Finance, 1995 182,067 158,094 0 0 22,838
Office Products 1994 171,192 84,384 1,248 9,300 14,911
Distribution(1)
- ----------------------------------------------------------------------------------------------------------------
(1) Mr. Danis is also president and chief executive officer, Boise Cascade
Office Products Corporation. Mr. Milliken is also senior vice president,
Operations, Boise Cascade Office Products Corporation. Ms. Moerdyk is also
senior vice president and chief financial officer and treasurer, Boise
Cascade Office Products Corporation. All Messrs. Danis' and Milliken's and
Ms. Moerdyk's 1996 compensation was paid by Boise Cascade Office Products
Corporation with the exception of certain accruals of above-market interest
on executive officer deferred compensation plans maintained by the Company
and in which these officers participated prior to 1996. During 1996, these
officers were not granted options to purchase shares of the Company's common
stock but were granted options by the Compensation Committee of the Boise
Cascade Office Products Corporation board of directors to purchase 87,000,
32,000, and 32,000 shares, respectively, of Boise Cascade Office Products
Corporation's $.01 par value common stock under its Key Executive Stock
Option Plan.
(2) Includes amounts deferred under the Company's SSRP and Executive Officer
Deferred Compensation Plans and, for Messrs. Danis and Milliken and Ms.
Moerdyk, amounts deferred under the Boise Cascade Office Products
Corporation Deferred Compensation Plans.
(3) Payments, if any, under the Company's and Boise Cascade Office Products
Corporation's variable incentive compensation program. See "Executive
Compensation -- Executive Compensation Committee Report -- Annual Variable
Incentive Compensation."
(4) The amounts shown in this column reflect the amount of federal income tax
incurred by the named executive and paid by the Company or Boise Cascade
Office Products Corporation relating to various executive officer benefits.
The cost incurred by the Company during these years for all the various
perquisites provided to each of the named executive officers is not included
in this column, because the amount did not exceed the lesser of $50,000 or
10% of the executive's compensation during each year.
(5) Grants under the Company's Key Executive Stock Option Plan.
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17
(6) Amounts disclosed in this column include the following:
- --------------------------------------------------------------------------------
COMPANY
MATCHING
CONTRIBUTIONS ACCRUALS OF
TO THE ABOVE-MARKET
EXECUTIVE INTEREST ON COMPANY
OFFICER EXECUTIVE OFFICER COMPANY PAID PORTION
DEFERRED DEFERRED ALLOCATIONS TO OF EXECUTIVE
COMPENSATION COMPENSATION THE EMPLOYEE OFFICER LIFE
OR SSRP PLANS PLANS BALANCES STOCK OWNERSHIP INSURANCE
YEAR ($)(*) ($) PLAN ($) PROGRAMS ($)
- -------------------------------------------------------------------------------------------------------------------------
George J. Harad............................ 1996 $65,445 $12,884 $ 1,700 $ 15,896
1995 37,635 8,560 2,000 15,709
1994 27,609 6,855 3,000 3,232
Peter G. Danis Jr.......................... 1996 24,626 28,376 0 3,933
1995 21,166 22,336 2,000 4,182
1994 18,446 19,795 3,000 4,115
N. David Spence............................ 1996 25,094 8,004 1,088 17,944
1995 15,220 5,630 1,180 19,025
1994 12,944 4,688 1,595 4,610
Theodore Crumley........................... 1996 23,737 5,812 1,700 17,954
1995 14,000 4,026 2,000 17,894
1994 10,808 3,150 3,000 1,434
Richard B. Parrish......................... 1996 23,176 12,494 1,700 2,676
1995 14,582 9,145 2,000 2,509
1994 12,787 7,795 3,000 8,002
Christopher C. Milliken.................... 1996 10,968 2,966 0 2,294
1995 9,294 1,562 1,820 1,768
1994 0 1,014 2,555 322
Carol B. Moerdyk........................... 1996 10,811 5,356 0 7,956
1995 9,735 3,730 1,450 7,923
1994 8,646 3,072 2,000 1,193
- -------------------------------------------------------------------------------------------------------------------------
(*) The Company's Executive Officer Deferred Compensation Plans and Boise
Cascade Office Products Corporation's Deferred Compensation Plans are
unfunded plans pursuant to which executive officers may irrevocably elect to
defer receipt of a portion (6% to 20%) of their base salary until
termination of employment or beyond. Amounts so deferred are generally
credited with imputed interest at a rate equal to 130% of Moody's Composite
Average of Yields on Corporate Bonds. The Company's SSRP, in which employees
of Boise Cascade Office Products Corporation may also participate, is a
profit-sharing plan qualified under Section 401(a) of the Internal Revenue
Code which contains a cash or deferred arrangement meeting the requirements
of Section 401(k) of the Code.
Stock Options. The following table provides detailed information regarding
option grants under the Company's Key Executive Stock Option Plan ("KESOP")
during 1996 to the seven executives named in the Summary Compensation Table as
well as to all executive officers as a group and nonofficer employees as a
group:
OPTION/SAR GRANTS IN 1996
- --------------------------------------------------------------------------------
INDIVIDUAL GRANTS
-------------------------------------------------------
NUMBER OF
SECURITIES PERCENT OF GRANT DATE VALUE
UNDERLYING TOTAL OPTIONS/ EXERCISE ----------------
OPTIONS/SARS SARS GRANTED TO OR BASE GRANT DATE
GRANTED EMPLOYEES IN PRICE EXPIRATION PRESENT VALUE(2)
NAME (#) FISCAL YEAR ($/SH)(1) DATE ($)
- ----------------------------------------------------------------------------------------------------------------------
George J. Harad........................... 70,000 8.7% $31.375 7/26/06 $ 651,000
Peter G. Danis Jr. (3).................... 0 -- 0 -- 0
N. David Spence........................... 22,900 2.8 31.375 7/26/06 212,970
Theodore Crumley.......................... 22,900 2.8 31.375 7/26/06 212,970
Richard B. Parrish........................ 19,700 2.4 31.375 7/26/06 183,210
Christopher C. Milliken (3)............... 0 -- 0 -- 0
Carol B. Moerdyk (3)...................... 0 -- 0 -- 0
Executive officers as a group............. 341,700 42.5 31.375 7/26/06 3,177,810
Nonofficer employees as a group........... 463,200 57.5 31.375 7/26/06 4,307,760
- --------------------------------------------------------------------------------
(1) Under the KESOP, the exercise price must be the fair market value at the
date of grant. Options granted under this plan during 1996 were fully vested
when granted. However, except for specific situations, the options are not
exercisable until one year after the date of the grant. Under the plan, no
options may be granted after July 24, 2004.
(2) In accordance with the rules of the Securities and Exchange Commission,
"Grant Date Value" has been calculated using the Black-Scholes model of
option valuation. The model assumes: (a) a risk-free interest rate of 6.6%,
(b) expected stock price
14
18
volatility of 30%, (c) expected option term of 4.2 years, and (d) expected
dividends of $.60/share. Based on this model, the calculated values of the
options on July 25, 1996 (grant date), are $9.30 per share granted.
(3) During 1996, Messrs. Danis and Milliken and Ms. Moerdyk were not granted
options to purchase shares of the Company's common stock. These officers
were granted options during 1996, by the Compensation Committee of the Boise
Cascade Office Products Corporation board of directors, to purchase 87,000,
32,000, and 32,000 shares, respectively, of Boise Cascade Office Products
Corporation's $.01 par value common stock under its Key Executive Stock
Option Plan, at an exercise price of $25.50/share. These options had a
present value at the grant date, using the Black-Scholes valuation model
with assumptions of risk-free interest rate of 5.2%, expected option term of
4.2 years, and stock price volatility of 35%, of $794,310, $292,160, and
$292,160, respectively (BCOP common stock currently pays no dividends).
These grants represent 17.4%, 6.4%, and 6.4%, respectively, of the percent
of total option grants to BCOP employees during 1996.
The following table sets forth information concerning the exercise of stock
options during 1996 and the year-end value of all unexercised stock options
granted under the KESOP to the seven executives named in the Summary
Compensation Table.
AGGREGATE OPTION/SAR EXERCISES FOR 1996 AND 1996 OPTION/SAR VALUES
- --------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/ OPTIONS/SARS AT
SHARES ACQUIRED VALUE SARS AT 12/31/96(#) 12/31/96($)
NAME UPON EXERCISE REALIZED(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
- -------------------------------------------------------------------------------------------------------------------
George J. Harad........ 0 $ 0 491,650/70,000 $ 2,730,325/26,250
Peter G. Danis Jr. .... 54,400 1,083,799 92,017/ 0 387,463/ 0
N. David Spence........ 27,200 686,175 78,883/22,900 265,000/ 8,588
Theodore Crumley....... 0 0 65,383/22,900 251,500/ 8,588
Richard B. Parrish..... 0 0 114,234/19,700 504,325/ 7,388
Christopher C.
Milliken............. 11,500 190,988 2,425/ 0 0/ 0
Carol B. Moerdyk....... 6,700 182,575 48,533/ 0 224,150/ 0
- -------------------------------------------------------------------------------------------------------------------
(1) The "value realized" represents the difference between the option's exercise
price and the value of the Company's common stock at the time of exercise.
(2) This column indicates the aggregate amount, if any, by which the common
stock share price on December 31, 1996, $31.75, exceeded the options'
exercise price.
OTHER BENEFIT PLANS
Deferred Compensation. Under the Company's 1982 Executive Officer Deferred
Compensation Plan, individuals elected as executive officers prior to January 1,
1987, had an opportunity to defer between 6% and 10% of their total compensation
earned during a period of four years. In addition, each participant could elect
to have an amount of up to 3.6% of his or her compensation contributed to the
plan by the Company in lieu of Company matching contributions to the Company's
Savings and Supplemental Retirement Plan ("SSRP"). This plan is not funded, and
the cost of the plan to the Company has been largely offset by participant
salary deferrals. The benefit payable upon retirement at age 65 is determined by
the amount of salary deferred, any amounts contributed by the Company, and the
number of years to normal retirement age at the time of contribution. The
benefits are payable, over a 15-year period, in equal monthly installments.
Participants may also elect to receive their accrued account amount in a lump
sum, subject to a 10% penalty and suspension of the opportunity to make
contributions to any deferred compensation plan of the Company for a specified
period of time.
The following table sets forth the contributions and benefits under this
plan for the named individuals participating in the plan as of December 31,
1996.
- --------------------------------------------------------------------------------
YEARS OF
SERVICE
UPON ATTAINMENT PARTICIPANT'S ANNUAL BENEFIT
OF AGE 65 DEFERRAL AT AGE 65
- ---------------------------------------------------------------------------------------------------------------------
George J. Harad................................................ 38 $87,225 $118,120
Peter G. Danis Jr. ............................................ 29 91,275 88,152
Richard B. Parrish............................................. 42 71,343 113,688
- ---------------------------------------------------------------------------------------------------------------------
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19
Pension Plan. The estimated annual benefits payable upon retirement at age
65 under the Company's Pension Plan for Salaried Employees for specified
high-five-year average remuneration and years-of-service classifications are
described in the following table:
PENSION PLAN TABLE
- --------------------------------------------------------------------------------
YEARS OF SERVICE
-------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- ---------------------------------------------------------------------------------------
$ 200,000 $ 37,500 $ 50,000 $ 62,500 $ 75,000 $ 87,500 $100,000
250,000 46,875 62,500 78,125 93,750 109,375 125,000
300,000 56,250 75,000 93,750 112,500 131,250 150,000
400,000 75,000 100,000 125,000 150,000 175,000 200,000
500,000 93,750 125,000 156,250 187,500 218,750 250,000
600,000 112,500 150,000 187,500 225,000 262,500 300,000
700,000 131,250 175,000 218,750 262,500 306,250 350,000
800,000 150,000 200,000 250,000 300,000 350,000 400,000
900,000 168,750 225,000 281,250 337,500 393,750 450,000
1,000,000 187,500 250,000 312,500 375,000 437,500 500,000
- ---------------------------------------------------------------------------------------
The pension plan entitles each vested employee, including executive
officers, to an annual pension benefit at normal retirement equal to 1 1/4% of
the highest average of any five consecutive years of salary and other
compensation (as defined in the plan) out of the last ten years of employment,
multiplied by the employee's years of service.
Boise Cascade Office Products Corporation is a participating employer in
the Company's pension plan.
The years of service determined under the provisions of the plan as of
December 31, 1996, for each of the executive officers listed in the Summary
Compensation Table were as follows: George J. Harad, 26; Peter G. Danis Jr., 29;
N. David Spence, 20; Theodore Crumley, 26; Richard B. Parrish, 36; Christopher
C. Milliken, 19; and Carol B. Moerdyk, 16.
For purposes of determining the benefit amount under the pension plan, an
employee's base salary is used, plus amounts earned under the Company's and
Boise Cascade Office Products Corporation's variable incentive compensation
programs (only "Salary" and "Bonus" from the Summary Compensation Table). The
Company-provided pension would, as of December 31, 1996, be based on the
following compensation amounts, which represent the highest average of each
executive's annual compensation during any five consecutive years for 1987
through 1996: Messrs. Harad, $793,326; Danis, $498,151; Spence, $345,508;
Crumley, $297,316; Parrish, $337,695; and Milliken, $207,092; and Ms. Moerdyk,
$224,849.
Benefits are computed (as in the foregoing table) on a straight-life
annuity basis and are not subject to offset by social security or other
retirement-type benefits. An employee is 100% vested in his or her pension
benefit after five years of service, except for certain breaks in service. If an
employee is entitled to a pension benefit under the Company's pension plan in
excess of the limitations imposed by the Internal Revenue Code on tax-qualified
plans, the Company has an unfunded Supplemental Pension Plan, under which the
excess benefits will be paid from the Company's general assets. The benefit
earned under the qualified pension plan is reduced by deferred compensation
under any nonqualified deferred compensation plan of the Company. The Company's
Supplemental Pension Plan will also provide payments to the extent that
participation in these deferred compensation plans has the effect of reducing an
individual's pension benefit under the qualified plan.
The plan provides that in the event of a change in control of the Company
(as defined in the plan), the ability of the Company or its successor to recoup
surplus plan assets, if any, will be restricted. In general, after a change in
control, if (a) the plan is terminated, (b) the plan is merged or consolidated
with another plan, or (c) the assets of the plan are transferred to another
plan, then the surplus assets of the plan, if any, will be allocated among the
participants and beneficiaries on a pro rata basis. This restriction may not be
amended after a change in control without the consent of a majority (in number
and interest) of plan participants and beneficiaries.
Supplemental Early Retirement Plan. The Company also has a Supplemental
Early Retirement Plan for executive officers 55 years of age or older who have
ten or more years of service with the Company and who retire or are requested to
retire at the Company's convenience prior to the normal retirement age
16
20
of 65. The plan pays the executive officer an early retirement benefit prior to
age 65 equal to the amount of the officer's benefit calculated under the Pension
Plan for Salaried Employees without reduction due to early retirement.
Executive Officer Agreements. The Company has entered into agreements with
all the executive officers of the Company which formalize the Company's
intention to pay severance benefits in the event that any of those persons'
employment with the Company is terminated subsequent to a change in control of
the Company (as defined in the agreements). Similar agreements have also been
entered into by Boise Cascade Office Products Corporation with Messrs. Danis and
Milliken and Ms. Moerdyk. The board of directors believes that these executive
officers have made and will continue to make substantial contributions to the
Company and its future business prospects. The agreements are intended to induce
the executive officers to remain in the employ of the Company or its
subsidiaries and to help ensure that the Company and the board of directors will
have the benefit of these executive officers' services without distraction in
the face of a change in control of the Company. The agreements provide severance
benefits and generally protect benefits the executive officers have already
earned or have a reasonable right to expect, based on existing Company benefit
plans, in the event of termination of employment as a consequence of a change in
control.
Under the agreements, benefits are paid if, after a change in control, the
Company terminates the executive other than for cause or disability (as defined
in the agreements) or if the executive terminates his or her employment
following certain actions (as specified in the agreements) by the Company which
would adversely affect the executive. These severance benefits include: (a) the
employee's salary through the termination date; (b) severance pay equal to three
times the executive's annual base salary and target incentive pay, reduced by
any severance pay which the executive receives in accordance with the Company's
Severance Pay Policy for Executive Officers, which is currently an amount equal
to the executive's annual base salary; (c) vacation pay in accordance with the
Company's Vacation Policy; (d) an amount equal to any earned but unpaid bonus
under the Key Executive Performance Plan (or substitute plan) for the year
preceding termination and an award under the Key Executive Performance Plan (or
substitute plan) equal to the greater of the executive's target award prorated
through the month in which termination occurs or the actual award through the
end of the month prior to termination based upon the award criteria for the plan
in which the executive is participating prorated through the month in which
termination occurs; (e) a cash payment in exchange for cancellation of stock
options held by the executive equal to the net value of the options (as
determined in accordance with the agreements); (f) benefits under the Company's
Supplemental Early Retirement Plan; and (g) certain additional retirement and
other employee benefits. The agreements also provide that following such
termination of employment, the Company will maintain, at the Company's expense,
in full force and effect for up to one year, all employee benefit plans and
programs in which the executive was entitled to participate immediately prior to
the date of termination, or will substitute arrangements providing substantially
similar benefits, and will also continue its participation in the Executive
Officer Life Insurance Program until the insurance policy is fully paid. The
agreements also provide that the Company will pay legal fees and expenses
incurred by the executive to enforce his or her rights or benefits under the
agreements.
Under the agreements, each executive officer is obligated to remain in the
employ of the Company for a period of six months following the first potential
change in control of the Company (as defined in the agreements). The aggregate
amount of payments and other benefits (not including legal fees, if any) which
would be paid pursuant to the executive officer agreements in excess of the plan
benefits to which the executive would be entitled absent the agreements, if
determined as of December 31, 1996, would be approximately as follows: Messrs.
Harad, $5,168,204; Danis, $2,846,373 (from Boise Cascade Office Products
Corporation); Spence, $1,374,395; Crumley, $1,892,886; Parrish, $1,237,475; and
Milliken, $1,472,312 (from Boise Cascade Office Products Corporation); and Ms.
Moerdyk, $1,299,381 (from Boise Cascade Office Products Corporation) (payments
which would be made subsequent to the termination date have been discounted as
of December 31, 1996, in accordance with the requirements of Section 280G of the
Internal Revenue Code, at a rate of 7.45%). Actual payments at any future date,
if made, may vary, depending in part upon the accruals under the variable
compensation plans and benefit plans and upon the market price of the Company's
common stock.
Each agreement continues in effect until December 31, 1999, and is
automatically extended on each January 1 for a new three-year period, unless by
September 30 of the preceding year, the Company gives notice that it does not
wish to extend the agreement. The agreements concisely summarize the
17
21
Company's compensation plans, practices, and intent in the event of termination
subsequent to a change in control of the Company. The board of directors
believes the agreements are in the best interests of the Company and the
shareholders.
Deferred Compensation and Benefits Trust. The Company has established a
deferred compensation and benefits trust to ensure that participants and their
beneficiaries under several of the Company's nonqualified and unfunded deferred
compensation plans and the executive officer agreements will receive benefits
they have earned and to which they are entitled in the event of a change in
control of the Company (as defined in the plans and the agreements). Under the
terms of the plans and agreements, the trust will be revocably funded in the
event of a potential change in control. Upon any actual change in control, the
funding will be irrevocable, and the trust will make payment to participants
under the plans and agreements on behalf of the Company. The trustee's fees and
expenses will be paid by the Company or out of the trust assets. The trust
assets will be accessible to the claims of creditors of the Company in the event
of bankruptcy or insolvency. The existence and any subsequent funding of the
trust will not increase the benefits to which any individual participants are
entitled under any of the covered plans and agreements.
Indemnification. The Company will indemnify, to the extent permitted by
Delaware law, its directors and officers against liabilities (including
expenses, judgments, and settlements) incurred by them in connection with any
actual or threatened action, suit, or proceeding to which they are or may become
parties and which arises out of their status as directors and officers. The
Company has obtained insurance which insures, within stated limits, the
directors and officers against these liabilities. The aggregate amount of the
premium on the policies for 1996 was $935,504.
INFORMATION AVAILABLE TO SHAREHOLDERS
The Company's 1996 Annual Report is being mailed to shareholders with this
proxy statement. Copies of the 1996 Annual Report to shareholders and the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission may be obtained without charge from the Company's Corporate
Communications Department, 1111 West Jefferson Street, P.O. Box 50, Boise, Idaho
83728-0001, 208/384-7990, or through the Company's home page on the Internet at
http://www.bc.com. Financial statements are also on file with the Securities and
Exchange Commission, Washington, D.C., and with the New York, Chicago, and
Pacific Stock Exchanges.
SHAREHOLDER PROPOSALS
Shareholder Proposals in Company's Proxy Statement. Shareholders wishing to
submit proposals for inclusion in the Company's proxy statement for the 1998
annual meeting of shareholders must submit their proposals for receipt by the
Company not later than November 5, 1997.
Shareholder Proposals Not in Company's Proxy Statement. Shareholders
wishing to present proposals for action at a meeting of the Company's
shareholders must do so in accordance with the Company's bylaws. A shareholder
must give timely notice of the proposed business to the Corporate Secretary. To
be timely, a shareholder's notice must be in writing, delivered or mailed
(postage prepaid) to and received by the Corporate Secretary not less than 60
days or more than 90 days prior to the meeting, provided, however, that if less
than 65 days' notice or prior public disclosure of the date of the meeting is
given to shareholders, notice by the shareholder, to be timely, must be received
by the Corporate Secretary not later than the close of business on the seventh
day following the day on which notice of the date of the meeting was mailed or
public disclosure was made. For each matter the shareholder proposes to bring
before the meeting, the notice to the Corporate Secretary must include: (a) a
brief description of the business desired to be brought before the meeting and
the reasons for conducting the business at the meeting, (b) the name and record
address of the shareholder proposing the business, (c) the class and number of
shares of the Company's stock which are beneficially owned by the shareholder,
and (d) any material interest of the shareholder in the business to be brought
before the meeting.
The chairman of the meeting may, if the facts warrant, determine and
declare that the business was not properly brought before the meeting in
accordance with the Company's bylaws.
Shareholder Nominations for Directors. In accordance with the Company's
Restated Certificate of Incorporation and bylaws, shareholders wishing to
directly nominate candidates for the board of directors must do so in writing,
delivered or mailed (postage prepaid) to and received by the Corporate Secretary
18
22
not less than 30 days or more than 60 days prior to any meeting of shareholders
called for the election of directors, provided, however, that if less than 35
days' notice or prior public disclosure of the date of the meeting is given to
shareholders, the nomination must be received by the Corporate Secretary not
later than the close of business on the seventh day following the day on which
the notice of the meeting was mailed. The notice shall set forth: (a) the name
and address of the shareholder who intends to make the nomination; (b) the name,
age, business address and, if known, residence address of each nominee; (c) the
principal occupation or employment of each nominee; (d) the number of shares of
stock of the Company which are beneficially owned by each nominee and by the
nominating shareholder; (e) any other information concerning the nominee that
must be disclosed about nominees in proxy solicitations pursuant to Regulation
14A of the Securities Exchange Act of 1934; and (f) the executed consent of each
nominee to serve as a director of the Company if elected.
The chairman of the meeting of shareholders may, if the facts warrant,
determine that a nomination was not made in accordance with the proper
procedures. If the chairman does so, the chairman shall so declare to the
meeting and the defective nomination shall be disregarded.
BENEFICIAL OWNERSHIP
The table below sets forth certain information as of December 31, 1996, as
to each person or entity known to the Company to be the beneficial owner of more
than 5% of any class of the Company's voting securities:
- --------------------------------------------------------------------------------
NUMBER OF
SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNED CLASS
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, Dodge & Cox Incorporated 3,484,450(1) 7.2%
$2.50 Par Value 35th Floor
One Sansome Street
San Francisco, CA 94104
Common Stock, FMR Corp. 4,908,962(2) 10.13%
$2.50 Par Value 82 Devonshire Street
Boston, MA 02109
Common Stock, Franklin Resources, Inc. 2,788,443(3) 5.8%
$2.50 Par Value Charles B. Johnson
Rupert H. Johnson, Jr.
Templeton Global Advisors Limited
777 Mariners Island Blvd.
San Mateo, CA 94403
Common Stock State Street Bank and 2,246,156(4) 4.2%
$2.50 Par Value Trust Company*
225 Franklin Street
Boston, MA 02110
---------------------------------------------------------------
Convertible State Street Bank and Trust Company, as 5,904,787(5) 100%
Preferred Stock, Series D Trustee for the Boise Cascade Corporation
Employee Stock Ownership Plan (ESOP)
225 Franklin Street
Boston, MA 02110
---------------------------------------------------------------
Depositary Shares of Conversion D.E. Shaw Investments, L.P. 667,300 (6) 7.7%
Preferred Stock, Series G David E. Shaw
39th Floor, Tower 45
120 West 45th Street
New York, NY 10036
Depositary Shares of Conversion Scudder, Stevens & Clark, Inc. 1,532,000(7) 17.8%
Preferred Stock, Series G 345 Park Avenue
New York, NY 10154
* Approximately 67.8% of these shares are held by State Street Bank and Trust Company in its capacity as trustee for
the Company's employee savings plans.
- -----------------------------------------------------------------------------------------------------------------------
(1) Dodge & Cox Incorporated reported on a Schedule 13G that it was the
beneficial owner of 3,484,450 shares of the Company's common stock. This
report indicates that Dodge & Cox Incorporated has sole voting power for
3,155,838 shares, shared voting power for 328,612 shares, sole investment
power for 3,481,251 shares, and shared investment power for 3,199 shares.
(2) FMR Corp. and related entities reported on a Schedule 13G that they were the
beneficial owners of 4,908,962 shares of the Company's common stock. This
report indicates that FMR Corp. has sole voting power for 1,431,885 shares
and sole investment power for all 4,908,962 shares.
(3) Franklin Resources, Inc., the parent holding company; Charles B. Johnson and
Rupert H. Johnson, Jr., principal shareholders of Franklin Resources; and
Templeton Global Advisors Limited, an investment adviser subsidiary of
Franklin Resources, reported on a Schedule 13G that they were the beneficial
owners of 2,788,443 shares of the Company's common stock. This
19
23
report indicates that Templeton Global Advisors Limited has sole voting and
investment power for 2,469,205 shares. This report also indicates that
various subsidiaries of Templeton Global Advisors Limited have the sole
voting and investment power for the remaining 319,238 shares.
(4) State Street Bank and Trust Company reported on a Schedule 13G that it was
the beneficial owner of 2,246,156 shares of the Company's common stock.
Included in the reported shares were 1,523,224 shares of Boise Cascade
common stock held by State Street Bank and Trust Company as trustee for
three of the Company's defined contribution plans, representing
approximately 3.1% of the Company's common stock outstanding on that date.
The trustee, subject to participants' instructions, has voting and
investment authority for these shares held in the Company's plans. State
Street Bank and Trust Company has sole voting power for 467,166 shares and
sole investment power for 722,932 shares not held as trustee for the
Company's benefit plans.
(5) State Street Bank and Trust Company, as trustee for the Employee Stock
Ownership Plan ("ESOP") fund of the Savings and Supplemental Retirement
Plan, held 5,904,787 shares of the preferred stock. The shares of preferred
stock held by the ESOP represent approximately 10.8% of the Company's voting
securities outstanding as of December 31, 1996. The trustee, subject to
participants' instructions, has voting and investment authority for the ESOP
shares. The shares of preferred stock held by the ESOP are convertible into
approximately 4,744,910 shares of the Company's common stock, which would
represent approximately 8.9% of the Company's common stock outstanding on
December 31, 1996, assuming the shares of preferred stock were converted as
of that date.
(6) D.E. Shaw Investments, L.P., and David E. Shaw reported on a Schedule 13G
that they were the beneficial owners of 667,300 depositary shares of the
Company's conversion preferred stock, Series G. This report indicates that
D.E. Shaw Investments, L.P., has shared voting and investment power for all
667,300 depositary shares.
(7) Scudder, Stevens & Clark, Inc., reported on a Schedule 13G that it was the
beneficial owner of 1,532,000 depositary shares of the Company's conversion
preferred stock, Series G. This report indicates that Scudder, Stevens &
Clark, Inc., has sole voting power for 1,063,600 depositary shares, shared
voting power for 146,600 depositary shares, and sole investment power for
all 1,532,000 depositary shares.
PROXIES AND VOTING AT THE MEETING
As of February 25, 1997, the record date for the determination of
shareholders entitled to vote at the meeting, 48,521,423 shares of the Company's
common stock; 5,728,456 shares of the Company's convertible preferred stock,
Series D; and 862,500 shares of the Company's conversion preferred stock, Series
G, were outstanding. Each holder of record of the outstanding shares of common
stock and Series D and Series G preferred stock on the record date is entitled
to one vote for each share held on every matter submitted to the meeting.
Holders of depositary shares, representing shares of Series G preferred stock,
are entitled to direct the depositary how to vote the shares of Series G
preferred stock held by the depositary. For voting purposes, each depositary
share represents one-tenth share of Series G preferred stock.
Participants in the Employee Stock Ownership Plan fund of the Company's
Savings and Supplemental Retirement Plan and the Boise Cascade Corporation
Common Stock Fund of the Company's Savings and Supplemental Retirement Plan,
Qualified Employee Savings Trust (QUEST), and Retirement Savings Plan (RSP) are
entitled to instruct the Plans' trustee how to vote the shares held in the
trust. Shares for which voting instructions are not provided by participants and
shares not yet allocated to individual accounts will be voted by the trustee in
proportion to the instructions received from participants.
PROXY SOLICITATION
The cost of soliciting proxies, including the cost of reimbursing brokers
for forwarding proxies and proxy material to their principals, will be borne by
the Company. Proxies also may be solicited personally or by telephone or
electronic transmission by directors, officers, and other employees of the
Company, but these persons will not be specially compensated for this service.
The Company has retained D. F. King and Company Inc. at a fee estimated not to
exceed $20,000, plus expenses, to aid in distributing materials and soliciting
proxies.
YOU ARE REQUESTED TO PROMPTLY SIGN, DATE, AND RETURN THE ENCLOSED PROXY SO
THAT IT WILL BE AVAILABLE FOR USE AT THE MEETING.
A. James Balkins III
Vice President
and Corporate Secretary
March 5, 1997
20
24
LOGO
BOISE CASCADE CORPORATION
LOGO
This Notice and Proxy Statement is printed on recycled-
content ASPEN(TM) Lightweight Opaque Offset paper produced by
Boise Cascade's papermakers at its St. Helens, Oregon, mill.
This paper is made with no less than 10% postconsumer fiber.
25
[LOGO] BOISE CASCADE CORPORATION o 1111 W. Jefferson Street (83702),
P.O. Box 50, Boise Idaho, 83728-0001
PROXY ANNUAL MEETING OF SHAREHOLDERS, APRIL 18, 1997
- -------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints George J. Harad, John W. Holleran, and A. James
Balkins III as proxies, each with the power to appoint his substitute. The
proxies are appointed to represent and to vote all the shares of Boise Cascade
Corporation stock beneficially owned by the undersigned on February 25, 1997,
at the annual meeting of shareholders to be held on April 18, 1997, and any
adjournment thereof. The proxies are appointed with all the powers the
undersigned would possess if personally present to vote upon matters noted
below, as well as with discretionary authority to vote upon such other matters
as may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED BELOW, FOR
PROPOSAL 2, AND AGAINST PROPOSAL 3.
1. Election of Directors: Philip J. Carroll George J. Harad Donald S. Macdonald Gary G. Michael Jane E. Shaw Edson W. Spencer
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY WITHHOLD AUTHORITY for the following nominee(s) only:
(except as may be for all nominees write name(s)________________________________________
indicated) _____________________________________________________
2. Appointment of Arthur Andersen LLP as independent accountants for 1997. [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Shareholder proposal to change state of incorporation. [ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL BE VOTED ACCORDING TO YOUR INSTRUCTIONS. IF YOU SIGN AND
RETURN THE CARD BUT DO NOT VOTE ON ALL OF THESE MATTERS, THEN PROPOSALS 1 AND
2, IF UNMARKED, WILL RECEIVE FOR VOTES AND PROPOSAL 3, IF UNMARKED, WILL
RECEIVE AN AGAINST VOTE.
This card provides voting authority for all beneficial holdings of Boise
Cascade Corporation shares, including depositary shares representing ownership
of Series G preferred stock.
Please sign exactly as the name appears below and date this card. When shares
are held by joint tenants, both should sign. When signing as an attorney,
executor, administrator, trustee, or guardian, give full title as such. When
signing as a corporation, sign in full corporate name by an authorized
officer. When signing as a partnership, sign in partnership name by an
authorized person.
------------------------ -------------
Signature of Shareholder Date
------------------------ -------------
Signature of Shareholder Date
Forward this card to D.F. King (solicitor) or to Corporate Election Services
(independent tabulator),
P.O. Box 2400, Pittsburg, PA 15230
26
[LOGO]
BOISE CASCADE CORPORATION
Dear Shareholder:
The Boise Cascade Corporation annual meeting of shareholders will be held at the
Boise Centre on the Grove in Boise, Idaho, at 10 a.m., Mountain daylight time,
April 18, 1997.
Shareholders of record on February 25, 1997, are entitled to vote, in person or
by proxy, at the meeting. The proxy card attached to the bottom of this page is
for your use in designating proxies and providing voting instructions.
The attached card serves both as a proxy designation (for shareholders of
record, including those holding shares in the Dividend Reinvestment Plan) and as
voting instructions (for Boise Cascade employee savings plan participants and
holders of depositary shares representing ownership of Series G preferred
stock). As "named fiduciaries," participants in the Boise Cascade Corporation
stock funds of the employee savings plans are entitled to provide voting
instructions to the Trustee, using this card, for allocated shares and a portion
of any unvoted or unallocated shares in the savings plan fund(s) in which they
participate.
Individual proxy/voting instruction cards will be received and tabulated by
Corporate Election Services, Inc., in Pittsburgh, Pennsylvania, an independent
tabulator.
Please indicate your voting preferences on the card, SIGN and DATE the card, and
return it to the independent tabulator in the envelope provided. YOUR VOTES ARE
COMPLETELY CONFIDENTIAL.
Thank you.
(fold and tear along perforation)
PROXY AND VOTING INSTRUCTION CARD BOISE CASCADE CORPORATION
The Board of Directors recommends ANNUAL MEETING OF SHAREHOLDERS
a vote FOR all nominees listed APRIL 18, 1997
below, FOR proposal 2, and AGAINST
proposal 3.
1. Election of Directors: PHILIP J. CARROLL GEORGE J. HARAD
DONALD S. MACDONALD GARY G. MICHAEL
JANE E. SHAW EDSON W. SPENCER
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY WITHHOLD AUTHORITY for
(except as may be for all nominees the following nominee(s)
indicated) only:
write name(s): ____________
___________________________
2. Appointment of Arthur Andersen LLP as
independent accountants for 1997. [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Shareholder proposal to change state
of incorporation. [ ] FOR [ ] AGAINST [ ] ABSTAIN
--------------------------- ----------
Signature of Shareholder Date
--------------------------- ----------
Signature of Shareholder Date
Shareholder(s) must sign as name(s)
appear in account registration printed
to the left.
Forward this card to
Corporate Election Services,
P.O. Box 1150,
Pittsburgh, PA 15230 (Instructions on Reverse Side) 10-2033 2/97
27
Printed on Boise Cascade Corporation's SUMMIT(R) TAG-X, 100# White, which is
made in St. Helens, Oregon.
PROXY AND VOTING INSTRUCTION CARD BOISE CASCADE CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
APRIL 18, 1997
THIS PROXY AND THESE INSTRUCTIONS ARE SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS.
The undersigned appoints George J. Harad, John W. Holleran, and A. James
Balkins III as proxies, each with the power to appoint his substitute. The
proxies are appointed to represent and to vote all the shares of Boise Cascade
Corporation stock held of record by the undersigned on February 25, 1997, at
the annual meeting of shareholders to be held on April 18, 1997, and any
adjournment thereof. The proxies are appointed with all the powers the
undersigned would possess if personally present to vote upon matters noted
herein, as well as with discretionary authority to vote upon such other matters
as may properly come before the meeting. This card also provides voting
instructions to the Trustee for shares subject to the undersigned's voting
instructions in employee savings plans and for depositary shares representing
ownership of Series G preferred stock.
This proxy will be voted according to your instructions. If you sign and return
the card but do not vote on all these matters, then proposals 1 and 2, if
unmarked, will receive FOR votes and proposal 3, if unmarked, will receive an
AGAINST vote.
(To be SIGNED on other side)
28
ANNUAL MEETING OF SHAREHOLDERS, APRIL 18, 1997
PROXY
FOR THE
CONVERSION PREFERRED STOCK, SERIES G
BOISE CASCADE CORPORATION 1111 West Jefferson Street
P.O. Box 50
Boise Idaho 83728-0001
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints George J. Harad, John W. Holleran, and A. James Balkins
III as proxies, each with the power to appoint his substitute. The proxies are
appointed to represent and to vote all the shares of Boise Cascade Corporation
stock held of record by the undersigned on February 25, 1997, at the annual
meeting of shareholders to be held on April 18, 1997, and any adjournments
thereof. The proxies are appointed with all the powers the undersigned would
possess if personally present to vote upon matters noted below, as well as with
discretionary authority to vote upon such other matters as may properly come
before the meeting.
The Board of Directors recommends a vote FOR all nominees listed below, FOR
proposal 2, and AGAINST proposal 3.
1. Election of Directors: Philip J. Carroll Gary G. Michael
George J. Harad Jane E. Shaw
Donald S. Macdonald Edson W. Spencer
FOR: ________ shares
WITHHOLD AUTHORITY: ________ shares
WITHHOLD AUTHORITY for the following nominee(s) only
Philip J. Carroll ____________ Shares
George J. Harad ____________ Shares
Donald S. Macdonald ____________ Shares
Gary G. Michael ____________ Shares
Jane E. Shaw ____________ Shares
Edson W. Spencer ____________ Shares
2. Appointment of Arthur Andersen LLP as independent accountants for 1997.
SHARES FOR: SHARES AGAINST: SHARES ABSTAINING:
----------- -------------- -----------------
29
3. Shareholder proposal to change state of incorporation.
SHARES FOR: SHARES AGAINST: SHARES ABSTAINING:
----------- -------------- -----------------
This proxy will be voted according to your instructions. In order for your votes
to be counted, you must vote on each proposal as instructed by the independent
tabulator, sign, and return the proxy.
This proxy provides voting authority for all holdings of Boise Cascade
Corporation Conversion Preferred Stock, Series G.
Please sign exactly as name appears below. When signing as an attorney,
executor, administrator, trustee, or guardian, give full title as such. When
signing as a corporation, sign in full corporate name by an authorized officer.
MELLON SECURITIES TRUST COMPANY OF NEW YORK, 862,500 Shares
depositary for the Boise Cascade Corporation
Conversion Preferred Stock, Series G.
Date: April ___, 1997
Signature of Shareholder _____________________________________
Forward this form to Corporate Election Services,
P.O. Box 1150, Pittsburgh, PA 15230-9954
-2-
30
ANNUAL MEETING OF SHAREHOLDERS, APRIL 18, 1997
PROXY
FOR THE
CONVERTIBLE PREFERRED STOCK, SERIES D
BOISE CASCADE CORPORATION 1111 West Jefferson Street
P.O. Box 50
Boise Idaho 83728-0001
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints George J. Harad, John W. Holleran, and A. James Balkins
III as proxies, each with the power to appoint his substitute. The proxies are
appointed to represent and to vote all the shares of Boise Cascade Corporation
stock held of record by the undersigned on February 25, 1997, at the annual
meeting of shareholders to be held on April 18, 1997, and any adjournments
thereof. The proxies are appointed with all the powers the undersigned would
possess if personally present to vote upon matters noted below, as well as with
discretionary authority to vote upon such other matters as may properly come
before the meeting.
The Board of Directors recommends a vote FOR all nominees listed below, FOR
proposal 2, and AGAINST proposal 3.
1. Election of Directors: Philip J. Carroll Gary G. Michael
George J. Harad Jane E. Shaw
Donald S. Macdonald Edson W. Spencer
FOR: ________ shares
WITHHOLD AUTHORITY: ________ shares
WITHHOLD AUTHORITY for the following nominee(s) only
Philip J. Carroll ____________ Shares
George J. Harad ____________ Shares
Donald S. Macdonald ____________ Shares
Gary G. Michael ____________ Shares
Jane E. Shaw ____________ Shares
Edson W. Spencer ____________ Shares
2. Appointment of Arthur Andersen LLP as independent accountants for 1997.
SHARES FOR: SHARES AGAINST: SHARES ABSTAINING:
----------- -------------- -----------------
31
3. Shareholder proposal to change state of incorporation.
SHARES FOR: SHARES AGAINST: SHARES ABSTAINING:
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This proxy will be voted according to your instructions. If you sign and return
the card but do not vote on all these matters, then proposals 1 and 2, if
unmarked, will receive FOR votes and proposal 3, if unmarked, will receive an
AGAINST vote. You, as trustee, must sign and return this proxy for the Plan
shares to be counted.
This proxy provides voting authority for all holdings of Boise Cascade
Corporation Convertible Preferred Stock, Series D (ESOP).
Please sign exactly as name appears below. When signing as an attorney,
executor, administrator, trustee, or guardian, give full title as such. When
signing as a corporation, sign in full corporate name by an authorized officer.
STATE STREET BANK AND TRUST COMPANY, as _____________ Shares
trustee for the Boise Cascade Corporation
Savings and Supplemental Retirement Plan
and Employee Stock Ownership Plan.
Date: April ___, 1997
Signature of Shareholder _____________________________________
Forward this form to Corporate Election Services,
P.O. Box 1150, Pittsburgh, PA 15230-9954
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