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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S)
240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
BOISE CASCADE
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant) United Food & Commercial Workers Union Local 99R
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UFCW 99R
2401 N. Central Ave., 2nd fl.
Phoenix AZ 85004
(602) 572-2149
Sent to shareholders: Feb. __, 1997
SHAREHOLDER SOLICITATION FOR PROPOSAL FOR ANNUAL
ELECTION OF ALL DIRECTORS (BOARD DECLASSIFICATION)
at BOISE CASCADE CORPORATION
Annual Stockholders Meeting
April 18, 1997, 10:00 a.m.
Boise Center on the Grove
850 W. Front Street
Boise, ID
Dear Fellow Boise Cascade Shareholder:
We write to alert you to an upcoming vote on our shareholder
proposal recommending the company declassify its board of
directors (that is, have all directors elected annually).
Boise Cascade has a "classified" or "staggered" board,
meaning each year shareholders only get to vote on one-third of
the seats on the board.
Recently several companies have moved to declassify
their board, such as Mead Paper and Union Pacific. In
1996, shareholder proposals recommending declassification
received more support on average than ever before,
averaging 42.4% at 59 companies. Proposals against staggered
board passed at Alumax, General Instrument, Liz Claiborne,
Rowan and Stride Rite. They received a majority of shares
voted at 4 other companies.
Many companies have annual election of all directors,
including Hewlett-Packard and U.S. Bancorp. Wayne Huizenga, co-
founder of Blockbuster and Waste Management (WMX), has the
following views on staggered boards, according to The Making of a
Blockbuster (by Business Week reporter Gail DeGeorge, 1996, at p.
211):
He didn't believe in staggered boards, golden parachutes,
poison pills, or any of the other anti-takeover remedies
adopted by U.S. corporations. "The best thing for
shareholders to if someone wants to come in and make a run
at the company, let them make a run. Run the price up,
that's what my job was * * * All these chairmen that want to
put this in place and that in place, they all want to save
their jobs. I don't care about my job.FN1
FN1: Neither Huizenga nor DeGeorge are participants in this
solicitation. They have not been consulted regarding this
quotation nor consented thereto.
In our view, a director is more likely to be responsive to
shareholder interests if he or she must answer annually to the
shareholders rather than every third year.
Under a classified board, even if a majority of
shareholders wanted to replace the whole board, that would
likely take 3 years to fully accomplish. Our proposal is
as follows:
RESOLVED, that shareholders recommend the Company have all
directors stand for election annually (in other words,
declassify its board of directors).
In opposing our proposal, other companies' managements have
criticized our organization. In our view this is simply an effort
to distract you from voting for something in your own
interest.
VOTING PROCEDURE AND VOTING RIGHTS
We have asked management to include this proposal in the
proxy card it will send you, but do not know whether it will do
so. We intend to circulate our own proxy card in support of the
proposal once management releases the information necessary for
us to prepare such a card (names of nominees for election, etc.).
This card will be accompanied by a revised proxy
statement.
You may revoke a proxy vote any time before the tally by
(1) executing a later proxy card; (2) appearing at the meeting to
vote, or (3) delivering the proxyholder or the Company's
secretary written notice of revocation prior to the date of the
meeting. We will keep the content of all cards we receive
confidential from everyone except our staff, except that at the
meeting our cards must be presented to the company's tabulator in
order to be counted. The proposal is advisory in nature and
cannot be implemented without Board approval. Each share of
common stock will be entitled to one vote on each matter coming
before the meeting. To be approved, the proposal would have to
receive more affirmative votes than negative for shares
represented at the meeting.
SOLICITATION
The sole participants in
this solicitation are
being borne by United Food & Commercial Workers Local 99 (which
owns 42 shares of company common stock), and members of its
staff (not owners themselves). UFCW 99 will bear the costs of
this solicitation, expected to be $2,000. We
represent employees in the Arizona retail food industry, and are
in negotiations over a successor contract for one Albertson's
store. We are organizing other Albertson's stores over management
opposition in what we feel are improper forms. FN2 Albertson's
director John Carley is a director of BC's Office Products
subsidiary.
Albertson's director John Fery is BC's
retired Chairman. We do not ask for your support in the
labor dispute and do not believe it relevant to how you should
vote on a corporate governance proposal. Even if these labor
problems are resolved, we will present your proxy cards at the
shareholders meeting. Last year we pursued
similar shareholder proposals at other companies
with board connections to Albertson's, and will do
again this year. We will present governance proposals at
Heritage Media, TIS Mortgage, Pier 1 and Questar, which have an
Albertson's director on their boards.
FN2: For example, Albertson's management has used the workplace
to campaign against us while refusing us access, even to break
rooms. It refuses to use expeditious union recognition
procedures (used by it in other locations), instead insisting on
Labor Board procedures which are time-consuming and expensive to
shareholders.
RECORD DATE/SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS/EXECUTIVE COMPENSATION/ELECTION OF DIRECTORS
Information on these subjects will be contained in
management's upcoming proxy statement.
SHAREHOLDER PROPOSALS FOR 1998 MEETING
Shareholders owning over $1,000 in stock for over one
year have the right to have a proposal included in management's
proxy statement. The deadline to submit such proposals to the
Company is probably __________. The exact date will appear in
management's upcoming statement.
PLEASE VOTE FOR THE SHAREHOLDER PROPOSAL FOR ANNUAL ELECTION OF
ALL DIRECTORS (BOARD DECLASSIFICATION).
Sincerely,
William McDonough
President UFCW 99