As filed with the Securities and Exchange Commission on
________________, 1995
Registration No. ________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________________________
BOISE CASCADE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 82-0100960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 West Jefferson Street, Boise, Idaho 83702
(Address of Principal Executive Offices) (Zip Code)
_________________________________
BOISE CASCADE CORPORATION
DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
_________________________________
JOHN W. HOLLERAN
Vice President and General Counsel
Boise Cascade Corporation
Post Office Box 50
Boise, Idaho 83728-0001
(Name and address of agent for service)
_________________________________
208/384-6161
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share price(1) fee(1)
_________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 100,000 shares $43.1875 $4,318,750 $1,489.22
$2.50 par value
Common Stock 100,000 shares N/A N/A N/A
Purchase Rights(2)
_________________________________________________________________________________
<FN>
(1) The shares of Common Stock being registered will be issued
in connection with the Director Stock Option Plan. The
aggregate offering price and registration fee have been
calculated in accordance with 17 C.F.R. 230.457(h) and in
accordance with Section 6(b) of the Securities Act of 1933.
(2) Rights are evidenced by certificates for shares of the
Common Stock and automatically trade with such Common Stock.
</TABLE>
_________________________________________________________________
_________________________________________________________________
<PAGE>
BOISE CASCADE CORPORATION
Cross-reference sheet
Item in Page or Caption in Director Stock Option Plan
Form S-8 Registration Statement
1.............. Inapplicable
2.............. Inapplicable
3.............. Incorporation of Documents by Reference
4.............. Description of Securities
5.............. Interests of Named Experts and Counsel
6.............. Indemnification of Directors and Officers
7.............. Inapplicable
8.............. Exhibits
9.............. Undertakings
<PAGE>
Incorporation of Documents by Reference
The following documents filed by Boise Cascade Corporation
(the "Company") with the Commission pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are hereby incorporated by
reference into this Registration Statement:
1. Annual Report on Form 10-K for the year ended
December 31, 1994;
2. Interim Report on Form 10-Q for the quarters ended March 31,
1995, and June 30, 1995;
3. Definitive Proxy Statement dated March 7, 1995, used in
connection with the Annual Meeting of Shareholders held
on April 21, 1995; and
4. The description of the Company's Common Stock which
appears on pages 19 to 22 of its Registration Statement
on Form 10 filed with the Commission on April 5, 1965,
and in the amendments thereto on Form 8 dated May 24,
1965, and March 4, 1986.
All other reports, proxy statements, and other documents
filed by the Company pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act after the date of this Registration
Statement and prior to the termination of the offering of the
securities made by this Registration Statement shall be deemed to
be incorporated by reference in this Registration Statement and
to be a part of it from the date of the filing of such documents.
The Company will provide without charge to each person to
whom this Registration Statement is delivered, including any
beneficial owner, upon written or oral request, a copy of the
Company's annual report to shareholders for its last fiscal year
and a copy of any or all of the documents referred to above which
have been or may be incorporated by reference in this
Registration Statement, other than exhibits to the documents.
Any written or oral request should be directed to Boise Cascade
Corporation, P.O. Box 50, Boise, Idaho 83728-0001, Attention
Investor Relations Department, telephone number 208/384-6390.
Description of Securities
The securities covered by this Registration Statement
consist of a maximum of 100,000 shares of the Company's $2.50 par
value common stock (the "Common Stock"), together with the
related Common Stock purchase rights.
Interests of Named Experts and Counsel
The audited financial statements and schedules included or
incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended December 31, 1994, which have been
incorporated herein by reference, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in
their report dated January 30, 1995, with respect thereto, and
which is also incorporated by reference herein in reliance upon
the authority of that firm as experts in accounting and auditing
in giving such reports. Reference is made to that report, which
includes an explanatory paragraph with respect to the change in
the method of accounting for postretirement benefits other than
pensions in accordance with Standard No. 106 of the Financial
Accounting Standards Board as discussed in Note 5 of the finan-
cial statements incorporated by reference in the Company's annual
report on Form 10-K.
The legality of the issuance of the Common Stock offered
hereby is being passed upon for the Company by John W. Holleran,
Vice President and General Counsel of the Company. As of
June 30, 1995, Mr. Holleran held 965 shares of Common Stock. As
of that date, Mr. Holleran also held 576 shares of Convertible
Preferred Stock, Series D, in the Company's Employee Stock Option
Plan ("ESOP").
Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware
authorizes the Company to indemnify its directors and officers
under specified circumstances. The Company's Restated
Certificate of Incorporation and bylaws provide that the Company
shall 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 arise out of their
status as directors, officers, or employees. The Company has
also entered into agreements with each director to indemnify him
or her to the fullest extent permitted by Delaware law.
The Company has insurance for amounts paid as indemnifica-
tion of directors and officers for certain liabilities imposed
and expenses incurred in defending actions, suits, or proceedings
to which those persons are parties by reason of being directors
or officers.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers, or persons controlling the
Company pursuant to the foregoing provisions, the Company has
been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
Exhibits
The exhibits to this Registration Statement are listed in
the Exhibit Index which immediately precedes such exhibits and
which is incorporated herein by this reference.
Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) Not applicable.
(ii) Not applicable.
(iii) To include any material information with respect
to the plan of distribution not previously dis-
closed in the Registration Statement or any
material change to such information in the
Registration Statement.
2. That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
4. Not applicable.
5. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be
deemed to be a new registration statement relating to
the securities offered therein, and the offering of
such securities at that time shall be deemed to be the
initial bona fide offering thereof.
6. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers, and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such
liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful
defense of any action, suit, or proceeding) is asserted
by such director, officer, or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Securities Act and
will be governed by the final adjudication of such
issue.
<PAGE>
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated January 30, 1995, incorporated by reference in Boise
Cascade Corporation's Form 10-K for the year ended December 31,
1994, and to all references to our firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boise, Idaho
August 31, 1995
<PAGE>
Power of Attorney
Each person whose signature appears below hereby appoints
George J. Harad and John W. Holleran, and each of them severally,
acting alone and without the other, his or her true and lawful
attorney-in-fact with authority to execute in the name of each
such person and to file with the Securities and Exchange
Commission, together with any exhibits thereto and other
documents therewith, any and all amendments (including post-
effective amendments) to this Registration Statement necessary or
advisable to enable the registrant to comply with the Securities
Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect
thereof, which amendments may make such other changes in the
Registration Statement as the aforesaid attorney-in-fact
executing the same deems appropriate.
Signatures
The Registrant.
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Boise, state of Idaho, on August 31,
1995.
BOISE CASCADE CORPORATION
By /s/ George J. Harad
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on August 31, 1995.
Signature Title
/s/ George J. Harad Chairman of the Board and
George J. Harad Chief Executive Officer
(Principal Executive Officer)
/s/ Theodore Crumley Senior Vice President and
Theodore Crumley Chief Financial Officer
/s/ Thomas E. Carlile Vice President and Controller
Thomas E. Carlile (Principal Accounting Officer)
<PAGE>
Signature Title
A Majority of the Directors
/s/ George J. Harad Director
George J. Harad
/s/ Anne L. Armstrong Director
Anne L. Armstrong
/s/ Robert E. Coleman Director
Robert E. Coleman
/s/ Robert K. Jaedicke Director
Robert K. Jaedicke
/s/ James A. McClure Director
James A. McClure
/s/ Paul J. Phoenix Director
Paul J. Phoenix
/s/ A. William Reynolds Director
A. William Reynolds
/s/ Jane E. Shaw Director
Jane E. Shaw
/s/ Frank A. Shrontz Director
Frank A. Shrontz
/s/ Edson W. Spencer Director
Edson W. Spencer
/s/ Robert H. Waterman, Jr. Director
Robert H. Waterman, Jr.
/s/ Ward W. Woods, Jr. Director
Ward W. Woods, Jr.
Dated: August 31, 1995
<PAGE>
INDEX TO EXHIBITS
Filed With Registration Statement
on Form S-8
_____________________
Page
Number Description Number
4 Boise Cascade Corporation Director Stock
Option Plan, dated as of December 15, 1994
5 Opinion of John W. Holleran, Vice President
and General Counsel for the Company
15 Inapplicable --
23.1 Consent of Independent Public Accountants --
(included in Registration Statement)
23.2 Consent of Counsel (included in Exhibit 5) --
24 Power of Attorney (included on signature --
page)
28 Inapplicable --
99 Inapplicable --
BOISE CASCADE CORPORATION
DIRECTOR STOCK OPTION PLAN
Adopted December 15, 1994
<PAGE>
BOISE CASCADE CORPORATION
DIRECTOR STOCK OPTION PLAN
1. PLAN ADMINISTRATION AND ELIGIBILITY
1.1 Purpose. The purpose of the Boise Cascade Corporation
Director Stock Option Plan (the "Plan") is to encourage ownership
of the Company's common stock by its nonemployee directors.
1.2 Administration. This Plan shall be administered by the
Executive Compensation Committee (the "Committee") of the Board
of Directors of the Company. The Committee shall have full
authority to administer this Plan, including authority to
interpret and construe any provision of this Plan and to adopt
such rules for administration of this Plan as it may deem neces-
sary or appropriate. Decisions of the Committee shall be final
and binding on all persons who have an interest in this Plan.
1.3 Participation in the Plan. Individuals who are
directors of the Company as of each January 1, and who are not
employees of the Company or any of its subsidiaries, are eligible
to receive grants of options in that calendar year in accordance
with Section 3.1 of this Plan ("Eligible Directors").
2. STOCK SUBJECT TO THE PLAN
2.1 Number of Shares. The maximum number of shares of the
Company's $2.50 par value Common Stock ("Common Stock" or
"Shares") which may be issued pursuant to options granted under
this Plan shall be one hundred thousand Shares, subject to
adjustment as provided in Section 4.4.
2.2 Nonexercised Shares. If any outstanding option under
this Plan for any reason expires or is terminated without having
been exercised in full, the Shares allocable to the unexercised
portion of the option shall again become available for issuance
under options granted pursuant to this Plan.
2.3 Share Issuance. Upon the exercise of an option, the
Company may issue new Shares or reissue Shares previously
repurchased by or on behalf of the Company.
3. OPTIONS
3.1 Option Grant Dates. Options shall be granted
automatically to each Eligible Director on July 31 of each year
(or, if July 31 is not a business day, on the immediately
preceding trading day) (the "Grant Date"). Any Eligible Director
first elected as a director after July 31 but prior to
December 31 in any year shall be granted an option covering the
same number of shares as options granted to other Eligible
Directors on the Grant Date for that calendar year. The Grant
Date for an option granted to a newly-elected director hereunder
shall be the date of such director's election to the board, and
the Option Price of such option shall be determined as of such
Grant Date.
<PAGE>
3.2 Option Price. The purchase price per share for the
Shares covered by each option shall be the closing price for a
share of Common Stock as reported on the composite tape by the
New York Stock Exchange on the Grant Date (the "Option Price").
3.3 Number of Option Shares. The number of Shares subject
to options granted to each participating director on each Grant
Date will be 1,000. The board of directors may increase or
decrease this number, not more frequently than once each year, by
action taken at least six months prior to the Grant Date for
which such increase or decrease is effective.
3.4 Director Terminations. If a director participating in
this Plan retires, resigns, dies, or otherwise terminates his or
her position on the Company's Board of Directors prior to
January 1 of any year, he or she shall not be eligible to receive
a grant of an option in the year immediately following the year
in which he or she so terminates.
3.5 Written Documentation. Each grant of an option under
this Plan shall be evidenced in writing, which shall comply with
and be subject to the terms and conditions contained in this
Plan.
3.6 Nonstatutory Stock Options. Options granted under this
Plan shall not be entitled to special tax treatment under
Section 422A of the Internal Revenue Code of 1986.
3.7 Period of Option. Options may be exercised 12 months
after their Grant Date, provided, however, that options held by a
director shall be immediately exercisable upon the occurrence of
any of the events described in Section 3.11, recognizing that
Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "Act"), may limit a director's ability to resell the Shares
acquired upon the exercise until six months after the Grant Date.
No option shall be exercisable after the earlier to occur of
(a) three years from the date upon which the option holder
terminates his or her position as a director of the Company or
(b) ten years from the option's Grant Date.
3.8 Exercise of Options. Options may be exercised only by
written notice to the secretary of the Company and payment of the
exercise price in (i) cash, (ii) Shares, (iii) a loan from the
Company, or (iv) delivery of an irrevocable written notice
instructing the Company to deliver the Shares being purchased to
a broker selected by the Company, subject to the broker's written
guarantee to deliver cash to the Company, in each case equal to
the full consideration of the Option Price for the Shares which
are being exercised. Options may be exercised in whole or in
part.
3.9 Options Nontransferable. Each option granted under
this Plan shall not be transferable by the optionee other than by
will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act of 1974, as amended, and the rules
and regulations thereunder. No option granted under this Plan,
or any interest therein, may be otherwise transferred, assigned,
pledged, or hypothecated by the director to which the option was
granted during his or her lifetime, whether by operation of law
or otherwise, or be made subject to execution, attachment, or
similar process.
3.10 Exercise by Representative Following Death of Director.
A director, by written notice to the Company, may designate one
or more persons (and from time to time change such designation),
including his or her legal representative, who, by reason of the
director's death, shall acquire the right to exercise all or a
portion of an option granted under this Plan. Any exercise by a
representative shall be subject to the provisions of this Plan.
3.11 Acceleration of Stock Options.
3.11.1 Merger or Consolidation. Notwithstanding
Section 3.7, in the event of a dissolution or a liquidation of
the Company or a merger and consolidation in which the Company is
not the surviving corporation, any unexercised options granted
prior to the date of the merger or consolidation shall become
exercisable immediately prior to the date of the merger or
consolidation.
3.11.2 Change of Control. If, while unexercised
options remain outstanding hereunder, (i) any "person" (as this
term is used in Sections 13(d) and 14(d) of the Act) other than
the Company or an employee benefit plan maintained by the Company
is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Act), directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of
the Company's then outstanding securities or (ii) during any
period of two consecutive years, individuals who at the beginning
of the period constitute the Company's board of directors,
including for this purpose any new director whose election or
nomination for election by the Company's shareholders was
approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the
period, cease for any reason to constitute a majority of the
members of the board, then from and after the date on which
public announcement of the acquisition of such percentage is made
or the date on which the change in the composition of the Board
set forth above occurs, all options previously granted under this
Plan shall be immediately exercisable in full.
4. GENERAL PROVISIONS
4.1 Effective Date of This Plan. This Plan shall be
effective December 16, 1994, subject to approval by the share-
holders of the Company. Options may be granted under this Plan
only after shareholder approval of this Plan.
4.2 Duration of This Plan. This Plan shall remain in
effect until all Shares subject to option grants have been pur-
chased or all unexercised options have expired. Notwithstanding
the foregoing, no options may be granted pursuant to this Plan on
or after the tenth anniversary of this Plan's effective date.
4.3 Amendment of This Plan. The board of directors may
suspend or discontinue this Plan or revise or amend it in any
respect, provided, however, that without approval of a majority
of the Company's shareholders no revision or amendment shall
(i) change the number of Shares subject to this Plan (except as
provided in Section 4.4), (ii) change the designation of the
class of directors eligible to participate in the Plan,
(iii) change the exercise price of the options, or
(iv) materially increase the benefits accruing to participants
under or the cost of this Plan to the Company. Moreover, in no
event may Plan provisions be amended more than once every six
months, other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or the
rules and regulations thereunder. No amendment, modification, or
termination of this Plan shall in any manner adversely affect the
rights of any director holding options granted under this Plan
without his or her consent.
4.4 Changes in Shares. In the event of any merger,
consolidation, reorganization, recapitalization, stock dividend,
stock split, or other change in the corporate structure or
capitalization affecting the Shares, appropriate adjustment shall
be made in the number (including the aggregate numbers specified
in Section 2.1) and kind of Shares or other securities which are
or may become subject to options granted under this Plan prior to
and subsequent to the date of the change.
4.5 Limitation of Rights.
4.5.1 No Right to Continue as a Director. Neither
this Plan, nor the granting of an option under this Plan, nor any
other action taken pursuant to this Plan shall constitute or be
evidence of any agreement or understanding, express or implied,
that the Company will retain a director for any period of time,
or at any particular rate of compensation.
4.5.2 No Shareholders' Rights for Options. An
optionee shall have no rights as a shareholder with respect to
the Shares covered by his or her options until the date of the
issuance to him or her of a stock certificate therefor.
4.6 Assignments. The rights and benefits under this Plan
may not be assigned except as provided in Sections 3.9 and 3.10.
4.7 Notice. Any written notice to the Company required by
any of the provisions of this Plan shall be addressed to the
secretary of the Company and shall become effective when it is
received.
4.8 Shareholder Approval and Registration Statement. This
Plan shall be approved by the Board of Directors and submitted to
the Company's shareholders for approval. Any options granted
under this Plan prior to effectiveness of a registration state-
ment filed with the Securities and Exchange Commission covering
the Shares to be issued hereunder shall not be exercisable until,
and are expressly conditional upon, the effectiveness of a
registration statement covering the Shares.
4.9 Governing Law. This Plan and all determinations made
and actions taken pursuant hereto shall be governed by and
construed in accordance with the laws of the state of Delaware.
Legal Department John W. Holleran
1111 W. Jefferson Street (83702) Vice President and
P.O. Box 50 General Counsel
Boise, Idaho 83728-0001
208/384-7704
Fax: 208/384-4912
August 31, 1995
Securities and Exchange Commission
Attention Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549
Subject: Common Stock Issuable Under the Boise Cascade
Corporation Director Stock Option Plan
Ladies and Gentlemen:
I am the Vice President and General Counsel of Boise Cascade
Corporation, a Delaware corporation (the "Company"). In that
capacity, I have represented the Company in connection with
preparation and filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the
"Registration Statement") relating to 100,000 shares of the
Company's common stock, $2.50 par value (the "Common Stock")
with respect to the Director Stock Option Plan (the "DSOP"). I
have reviewed originals (or copies) of certified or otherwise
satisfactorily identified documents, corporate and other
records, certificates, and papers as I deemed it necessary to
examine for the purpose of this opinion.
Based on the foregoing, it is my opinion that shares of Common
Stock which are issued upon the exercise of stock options under
the DSOP will, when sold, be validly issued, fully paid, and
nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me therein under
the caption "Interests of Named Experts and Counsel." In
giving this consent, however, I do not admit that I am within
the category of persons whose consent is required by Section 7
of the Securities Act of 1933.
Very truly yours,
/s/ John W. Holleran
John W. Holleran
JWH/JA50712D
