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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 /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
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<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
/X/ Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Boise Cascade Corporation, P.O. Box 50, Boise, ID 83728-0001
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
A. James Balkins III, Esq.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
____________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
____________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
____________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
____________________________________________________________________
(5) Total fee paid:
____________________________________________________________________
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
____________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
____________________________________________________________________
(3) Filing Party:
____________________________________________________________________
(4) Date Filed:
____________________________________________________________________
<PAGE> 2
[LOGO]
BOISE CASCADE
CORPORATION
------------------------------------
ANNUAL MEETING
OF SHAREHOLDERS
BOISE, IDAHO
APRIL 21, 1995
------------------------------------
NOTICE AND PROXY
STATEMENT
<PAGE> 3
NOTICE OF ANNUAL MEETING
[LOGO]
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<S> <C> <C>
1111 W. Jefferson Street (83702) George J. Harad BOISE CASCADE CORPORATION
P.O. Box 50 President and
Boise, Idaho 83728-0001 Chief Executive Officer
</TABLE>
March 7, 1995
Dear Shareholder:
You are cordially invited to attend Boise Cascade's annual meeting of
shareholders. The meeting will be held at the Company's headquarters, 1111 West
Jefferson Street, Boise, Idaho, at 10 a.m., Mountain daylight time, on Friday,
April 21, 1995. Your board of directors and management look forward to greeting
personally those shareholders able to be present. However, 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 four directors to serve three-year terms.
2. To consider and act upon a resolution to ratify the action of the
board of directors in appointing Arthur Andersen LLP as independent
auditors for the Company for 1995.
3. To consider and act upon approval of the Director Stock Option Plan.
4. To consider and act upon approval of the Key Executive Performance
Plan.
5. To consider and act upon a shareholder proposal.
6. To transact any other business that may properly come before the
meeting.
Shareholders of record on March 1, 1995, 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
- -----------------------------
George J. Harad
<PAGE> 4
PROXY STATEMENT
This statement is being mailed on or about March 7, 1995, 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 1995 annual
meeting of shareholders.
A shareholder who executes and returns the enclosed proxy may revoke it at
any time prior to its exercise by delivering to the independent tabulator a
later proxy, 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 which provides that 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
shareholders' votes will not be communicated to the Company.
BUSINESS AT THE MEETING
1. ELECTION OF DIRECTORS
Your board of directors presently consists of 13 directors divided into
three classes. Four directors are to be elected at the annual meeting, each to
hold office until the 1998 annual meeting of shareholders and until a successor
has been elected and qualified. All the nominees are presently directors. Eight
directors will continue to serve in accordance with their previous elections.
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 four 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 and broker nonvotes will have no effect on the election
of directors.
NOMINEES FOR DIRECTORS WHOSE TERMS EXPIRE IN 1998
ANNE L. ARMSTRONG, 67, 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 Holdings p.l.c.
- -------------------
ROBERT E. COLEMAN, 70, became a director in 1982. He is the
former chairman of the board and chief executive officer of
Riegel Textile Corporation. He is also a director of First
Financial Management Corporation.
- -------------------
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A. WILLIAM REYNOLDS, 61, was elected to the board of directors
in 1989. He is chairman of the board and former chief
executive officer of GenCorp Inc., a diversified manufacturing
and service company. He is also a director of Eaton
Corporation and chairman of the Federal Reserve Bank of
Cleveland.
- -------------------
ROBERT H. WATERMAN, JR., 58, was elected to the board in 1987.
He was formerly a senior partner of McKinsey & Company, Inc.,
a management consulting firm. He is the founder and president
of The Waterman Group, Inc., a research, writing, and venture
management firm. Mr. Waterman has authored several books and
essays on business management. He is also a director of AES
Corporation and McKesson Corporation.
- -------------------
Under the terms of the Company's bylaws, Mr. Coleman, who will reach age 72
during 1997, must retire as a director of the Company at the annual shareholders
meeting in 1997. Consequently, even though he is being elected to a three-year
term, he will only serve for two years. Any vacancy on the board of directors
will, pursuant to the Company's Certificate of Incorporation and bylaws, be
filled by the remaining directors.
DIRECTORS WHOSE TERMS EXPIRE IN 1997
GEORGE J. HARAD, 50, 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 and has been an
executive officer of the Company since 1982. Mr. Harad also
serves on the boards of Allendale Insurance Co. and Rainy
River Forest Products Inc.
- -------------------
JAMES A. MCCLURE, 70, became a director in 1991. He served as
a U.S. Senator for Idaho from 1972 through 1990 and was a
member of the Senate Energy and Natural Resources Committee,
the Senate Appropriations Committee, and the Senate Rules
Committee. He is now of counsel to the Boise, Idaho, law firm
of Givens, Pursley & Huntley and president of the Washington,
D.C., consulting firm of McClure, Gerard & Neuenschwander,
Inc. He is also a director of Coeur d'Alene Mines Corp. and
The Williams Companies, Inc.
- -------------------
JANE E. SHAW, 56, was elected to the board of directors in
December 1994. She is a director and the former president and
chief operating officer of ALZA Corporation, a therapeutic
systems company. She is also a director of Intel Corporation
and McKesson Corporation.
- -------------------
2
<PAGE> 6
EDSON W. SPENCER, 68, 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 CBS Inc. and
IDS Mutual Fund Group and is chairman of the board of trustees
of the Mayo Foundation.
- -------------------
DIRECTORS WHOSE TERMS EXPIRE IN 1996
ROBERT K. JAEDICKE, 66, became a director in 1983. He has been
a member of the business school faculty at Stanford University
for 33 years 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, 67, 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, Rainy River Forest Products
Inc., and GenCorp Inc.
- -------------------
FRANK A. SHRONTZ, 63, was elected to the board of directors in
1989. He is chairman of the board and chief executive officer
of The Boeing Company, an aerospace company. He is also a
director of Citicorp and Minnesota Mining & Manufacturing Co.
- -------------------
WARD W. WOODS, JR., 52, 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, Overhead Door Incorporated,
and BCP/Essex Holdings, Inc., and is a director of
Freeport-McMoran Inc. and several private companies.
- -------------------
CHAIRMAN OF THE BOARD TO RETIRE IN 1995
JOHN B. FERY, 65, was elected to the board in 1967. He became
the chief executive officer of Boise Cascade in 1972 and
chairman of the board in 1978, having served as an officer of
the Company since 1960. He is also a director of Albertson's,
Inc., The Boeing Company, Hewlett-Packard Company, and West
One Bancorp.
Mr. Fery retired as an executive officer and employee of the
Company in July 1994. He will continue as chairman of the
board until April 21, 1995, the date of the annual
shareholders meeting. At that time, Mr. Fery plans to retire
from the Company's board of directors, and the number of
directors will be reduced to 12.
- -------------------
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BOARD MEETINGS AND ATTENDANCE OF DIRECTORS
During 1994, the board of directors held five regular meetings and one
special meeting. One director, Robert H. Waterman, attended 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. 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 once each year, without management directors
present, under the leadership of Mrs. Anne L. Armstrong. During 1994, 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 chair is John B. Fery,
and its other members are Mrs. Armstrong and Messrs. Coleman, Harad, Jaedicke,
and Spencer. During 1994, this committee did not meet.
The board of directors has an Executive Compensation Committee composed of
the Company's nonemployee directors, excluding any director who is 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 chair is Robert E. Coleman, and its other members are Mrs. Armstrong,
Ms. Shaw, and Messrs. Jaedicke, Phoenix, Reynolds, Spencer, Waterman, and Woods.
During 1994, this committee held three meetings.
The board of directors has an Audit Committee composed of five 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 is also
responsible for recommending 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 chair is Robert K. Jaedicke, and its other
members are Messrs. McClure, Phoenix, Shrontz, and Spencer. During 1994, the
committee held two meetings.
The board of directors also has a Nominating Committee composed of six
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 chair is Edson W. Spencer, and
its other members are Messrs. McClure, Reynolds, Shrontz, Waterman, and Woods.
During 1994, the committee held three meetings.
The board of directors has established qualifications which the Nominating
Committee uses to evaluate board candidates. These qualifications provide that a
director should have the ability to apply good, independent judgment in a
business situation and should be able to represent the interests of all the
Company's shareholders and constituencies. In addition, the Nominating Committee
will consider candidates based on demonstrated maturity and experience; a
geographic balance; diversity; special expertise in natural resources,
environmental, energy, and health issues; and background as an educator in the
fields of business, economics, or the sciences. A director must be free of any
conflicts of interest which would interfere with his or her loyalty to the
Company and its shareholders.
Shareholders wishing to suggest nominees for the Nominating Committee's
consideration for future elections should write to A. James Balkins III, Vice
President, Associate General Counsel, 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
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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 $27,000 plus a fee of $1,500 for each board meeting attended
in person. Committee chairs receive an additional $6,500 per year. Directors
receive $600 for 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.
Between the date of Mr. Fery's retirement as an executive officer of the
Company in July 1994 and his expected retirement from the board of directors in
April 1995, Mr. Fery continued to serve as chairman of the board. The Executive
Compensation Committee established Mr. Fery's compensation as the chairman of
the board during this period as a director's fee equal to his base salary on the
date of his retirement ($719,004 annually) in lieu of any other retainer and
meeting fees otherwise paid to nonemployee directors. In addition, Mr. Fery
received $257,905 for his participation in the Company's Key Executive
Performance Plan ("KEPP") for 1994. He also received $143,800 for his
participation in a special discretionary incentive payment for individuals who
were executive officers of the Company as of January 1, 1994. Mr. Fery's
compensation is described more fully in the Executive Compensation Committee
Report, and his compensation for services as an executive officer and chairman
of the board is included in the Summary Compensation Table.
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 or percentage 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 is 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,
1994. Seven of the 11 eligible directors participated in the DSCP in 1994, and
seven directors have elected to participate in the plan in 1995.
The Company's shareholders are being asked to consider and approve a new
Director Stock Option Plan. For more information on this new plan, see "Approval
of Director Stock Option Plan." If approved by the shareholders, in 1995, each
of the Company's nonemployee directors will receive an option to purchase 1,000
shares of the Company's common stock at a price equal to the market price of the
stock on the date the option is granted.
The Company also has two deferred compensation plans for nonemployee
directors. The first plan, adopted in 1983, allowed each director to defer a
portion of his or her compensation earned between January 1, 1984, and December
31, 1987. Any director elected after January 1, 1984, could participate for all
subsequent calendar years remaining in the four-year period ending December 31,
1987. A similar plan adopted in 1987, originally effective for a four-year
period from January 1, 1988, to December 31, 1991, provides many of the same
terms and has been extended through December 31, 1995.
Under both plans, a director may defer from a minimum of $5,000 to a
maximum of 100% of his or her director's 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 1987 plan, interest accrues on these accounts at a
rate equal to 130% of Moody's Composite Average of Yields on Corporate Bonds.
Each plan provides for a minimum death benefit based upon the amount of the
four-year deferral. The Company has purchased
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corporate-owned life insurance policies to help offset the expense of the plans.
The 1983 and 1987 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 Compensation and Benefits
Trust." As of December 31, 1994, three current directors were participating in
the 1983 plan, and seven directors were participating in the 1987 plan.
CONSULTING SERVICES
James A. McClure is president of the consulting 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 1994 and
has retained the firm's services for 1995. These consulting services are
retained independently of Mr. McClure'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 1995. 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 1995.
The Board of Directors Unanimously Recommends a Vote "FOR" Ratification
of the Appointment of Arthur Andersen LLP as Auditors for 1995.
3. APPROVAL OF DIRECTOR STOCK OPTION PLAN
In 1992, the Company's shareholders approved the Director Stock
Compensation Plan, described under "Election of Directors -- Directors'
Compensation." That plan allows directors to elect to receive any or all of
their compensation in the form of stock options in lieu of cash. During the last
four years that the Director Stock Compensation Plan has been available, between
60% and 70% of the nonemployee directors have participated in the plan.
The board of directors has again evaluated the form of compensation being
paid to the directors and has determined that a portion of the directors'
compensation should be paid in the form of stock options issued on an annual
basis to each nonemployee director. Accordingly, subject to shareholder
approval, the board of directors has adopted a new Director Stock Option Plan
(the "DSOP"). The annual stock option grants under this plan, in addition to the
directors' continuing discretionary participation in the Director Stock
Compensation Plan, will provide the directors with compensation in a manner
which is directly related to the Company's stock price and is directly aligned
with other shareholders' interests. The plan will be administered by the
Executive Compensation Committee of the board of directors. The full text of
this proposed plan is attached to this proxy statement as Exhibit A. This
description of the proposed plan is qualified in its entirety by reference to
Exhibit A.
Under the DSOP, each individual who is a nonemployee director of the
Company as of each January 1 will receive a stock option grant each July 31.
Directors elected after July 31 will also receive a grant when they are elected
to the board. Each grant will permit the director to purchase a fixed number of
shares of the Company's common stock at the market price of the common stock on
the date the option is granted. On March 1, 1995, the closing price of the
common stock on the New York Stock Exchange was $31.75 per share. The options
will expire the earlier of (a) three years following the option holder's death
or retirement or (b) ten years after the grant date. Options may not, except
under unusual circumstances, be exercised until one year following the grant
date.
The size of the option grants has been set at 1,000 shares for 1995. The
Executive Compensation Committee may adjust the number of option shares to be
granted not more than once annually, provided that the adjustment is made at
least six months prior to the grant date for which the adjustment is
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effective. The exercise price may be paid in cash, in Company stock, with the
proceeds of a loan authorized by the Company, by using a "cashless"
broker-assistant method, or any combination of these methods. Upon exercise, the
Company will receive, regardless of the method used, consideration equal to the
exercise price of the option.
If approved by shareholders, a total of 100,000 shares of the Company's
common stock will be reserved for issuance under the plan. The plan is designed
to have an initial term of five years. It may be amended by the Executive
Compensation Committee at any time. However, shareholders must approve
amendments which (a) increase the total number of shares that may be purchased
through options granted under the plan, (b) change the eligibility requirements,
(c) extend the ten-year term of the plan, or (d) materially increase the
benefits to participants or cost of the plan to the Company.
Under current federal tax law, an optionee will not be subject to income
taxation upon the grant of options under the DSOP. Upon exercise of an option,
the optionee will realize ordinary income equal to the excess of the fair market
value of the common stock at that time over the exercise price. The Company will
be entitled to a federal income tax deduction at the time and in the same amount
as the optionee realizes as ordinary income upon exercise.
The following table describes the number of option shares to be granted
under the plan in 1995 to each of the nonemployee directors, and all the
nonemployee directors as a group, if the plan is approved by shareholders.
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NEW PLAN BENEFITS
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DIRECTOR STOCK OPTION PLAN
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NAME DOLLAR VALUE ($) NUMBER OF UNITS
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Anne L. Armstrong........................................................ N/A 1,000 shares
Robert E. Coleman........................................................ N/A 1,000 shares
John B. Fery............................................................. N/A 1,000 shares
Robert K. Jaedicke....................................................... N/A 1,000 shares
James A. McClure......................................................... N/A 1,000 shares
Paul J. Phoenix.......................................................... N/A 1,000 shares
A. William Reynolds...................................................... N/A 1,000 shares
Jane E. Shaw............................................................. N/A 1,000 shares
Frank A. Shrontz......................................................... N/A 1,000 shares
Edson W. Spencer......................................................... N/A 1,000 shares
Robert H. Waterman, Jr................................................... N/A 1,000 shares
Ward W. Woods, Jr. ...................................................... N/A 1,000 shares
--- -------------
Nonemployee directors as a group......................................... N/A 12,000 shares
=== =============
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VOTE REQUIRED
The affirmative vote of shareholders representing a majority of the shares
of common and preferred stock voting on this matter, voting together, in person
or by proxy, at the annual meeting of shareholders is required for approval of
the Director Stock Option Plan.
The Board of Directors Unanimously Recommends a Vote
"FOR" the Approval of the Director Stock Option Plan.
4. APPROVAL OF KEY EXECUTIVE PERFORMANCE PLAN
For over 30 years, the Company has maintained variable incentive
compensation programs for its executive officers and other key executives and
managers. Under these programs, a significant percentage of executives'
compensation is payable only upon attainment of specified levels of performance
by the Company. These programs may also take into account the financial
performance of the Company's operating divisions as well as certain nonfinancial
performance criteria (for example, improvements in mill safety, improvements in
operating efficiency, etc.).
Changes to the federal tax laws enacted by Congress and signed into law in
1993 require the Company's shareholders to approve this type of plan in order to
ensure that the Company may continue
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to fully deduct compensation paid to the five most highly compensated executive
officers under the plan. No benefits will be paid under this plan unless it is
approved by shareholders.
Under the proposed executive officer plan, the Company's financial
performance may be measured under one or more different objective corporate
performance criteria, including economic value added, return on equity, net
income after taxes, earnings per share, or return on total capital. In addition,
the Company's performance may also be measured under several division or
location performance criteria including, but not limited to, division or
location pretax return on total capital, economic value added, operating
efficiency, production, sales, costs, product mix, quality, and safety. These
performance criteria are more fully defined in the plan document. The Executive
Compensation Committee of the board of directors selects one or more of these
criteria and establishes a mathematical formula in accordance with which a
specified percentage of an executive officer's salary may be paid as an award
under the plan upon the attainment by the Company, and/or a division or
location, of certain levels of performance, as measured by the selected
criteria. No more than $2.5 million may be paid to an executive officer under
the plan in any year. In the event an award earned under the performance
criteria in effect for a year would exceed this limit, the amount in excess of
the limit will be automatically deferred in accordance with the executive's
deferral election under the plan.
Under the plan, participants may elect to defer receipt of all or a portion
of awards earned; amounts so deferred become unfunded general obligations of the
Company. Because the plan is designed to provide executives with, among other
things, the opportunity to defer receipt of income until their retirement, the
plan is subject to regulation under the federal Employee Retirement Income
Security Act of 1974.
All the Company's executive officers participate in this plan. In the event
of a change in control of the Company, payment of previously deferred awards may
be made through the Deferred Compensation and Benefits Trust, as described under
"Other Benefit Plans."
The amounts that will be paid pursuant to the plan for 1995 are not
currently determinable. The following table describes the amounts which would
have been paid to each of the named individuals, and all the executive officers
as a group, under the proposed plan if it had been in effect during 1994. Since
the payments under this plan will relate directly to the Company's financial
performance, the actual payments for 1995 may be significantly different than
the amounts shown below.
<TABLE>
<CAPTION>
NEW PLAN BENEFITS
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KEY EXECUTIVE PERFORMANCE PLAN
--------------------------------------
NAME AND POSITION DOLLAR VALUE($) NUMBER OF UNITS
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
George J. Harad,
President and Chief Executive Officer.................................... $ 363,000 N/A
Peter G. Danis Jr.,
Executive Vice President and General Manager,
Office Products Distribution Division.................................... 179,000 N/A
N. David Spence,
Senior Vice President and General Manager, Paper Division................ 127,000 N/A
Alice E. Hennessey,
Senior Vice President, Human Resources and Corporate Relations........... 126,000 N/A
Richard B. Parrish,
Senior Vice President, Building Products................................. 125,000 N/A
Executive officers as a group.............................................. 2,429,000 N/A
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Amounts received by executives under the plan are subject to income
taxation in the year received. The Company is entitled to deduct, as
compensation expense, amounts paid to executives pursuant to the plan.
The Executive Compensation Committee of the board of directors has
responsibility for administration and interpretation of the plan. The committee
may amend or terminate the plan, at its sole discretion, at any time.
Executive officers who terminate their employment with the Company
voluntarily, or involuntarily for disciplinary reasons, will not be eligible to
receive an award under the plan for the year in which they terminate. Executives
who retire, become totally disabled, die, or terminate employment involuntarily
as a
8
<PAGE> 12
direct result of the sale or permanent closure of a division or facility of the
Company or as a direct result of a merger, reorganization, sale, or
restructuring of all or part of the Company may receive a prorated award under
the plan for the year in which their employment terminates. The full text of
this proposed plan is attached to this proxy statement as Exhibit B. This
description of the proposed plan is qualified in its entirety by reference to
Exhibit B.
VOTE REQUIRED
The affirmative vote of shareholders representing a majority of the shares
of common and preferred stock voting on this matter, voting together, in person
or by proxy, at the annual meeting of shareholders is required for approval of
the Key Executive Performance Plan for Executive Officers.
The Board of Directors Unanimously Recommends a Vote "FOR" the Approval
of the Key Executive Performance Plan for Executive Officers.
5. SHAREHOLDER PROPOSAL: CLASSIFIED BOARD
The California Public Employees' Retirement System ("CalPERS"), P.O. Box
942708, Sacramento, California 94229-2701, which owns 227,000 shares of Boise
Cascade common stock, has given the Company notice that it intends to present
the following proposal at the annual meeting.
RESOLVED, that the stockholders of Boise Cascade Corporation recommend
that the board of directors take the necessary steps, in compliance with
applicable law, to reorganize itself into one class. The reorganization
shall be done in a manner that does not affect the unexpired terms of
directors previously elected.
The statement of the shareholder in support of the resolution is as follows:
How important is board of director accountability to a company's
shareholders? As a trust fund with nearly 1 million participants, and as
the owner of approximately 227,000 shares of the Company's common stock,
the California Public Employees' Retirement System ("CalPERS") thinks
accountability is of paramount importance. This is why we are sponsoring
this shareholder proposal which, if passed, would urge the board to
reorganize itself into a single class of directors, to be elected as a new
slate each year. We hope to eliminate the Company's current, so-called
"classified board", whereby the directors are divided into three classes,
each serving a three-year term. Under the current structure, shareholders
can only vote on one-third of the board at any given time.
By classifying itself, a board insulates its members from immediate
challenge. Insularity may have made sense in the past (e.g., during the
takeover frenzy of the 1980s). But now, we believe that insularity works
primarily to hamper accountability. A classified board can prevent
shareholders from mounting a successful opposition to the entire board,
because only a third of the directors are up for election in any given
year. By way of contrast, a declassified board would stand for election in
its entirety, every year.
The Company has a number of other measures that protect incumbency,
including: no cumulative voting, no shareholder right to call special
meetings of shareholders, and the takeover restrictions of Delaware
Corporation law. It is our belief that these protections for incumbents
reduce accountability to shareholders and negatively impact financial
performance.
CalPERS believes that a company's corporate governance procedures and
practices, and the level of management accountability they impose, are
related to the financial performance of the company. That is, when people
feel accountable for their actions, we think it obvious that they tend to
perform better. We -- as one shareholder -- are dissatisfied with this
Company's long-term financial performance, particularly when compared
against its industry peers. We are seeking a way to improve that
performance through this structural reorganization of the board. If the
Board acts on our proposal, directors would no longer be divided into
classes, and each director would stand for election annually. Shareholders
would have the opportunity to register their views annually on the
performance of the board collectively, and of each director individually.
CalPERS urges that you join
9
<PAGE> 13
us in voting for declassification, as a powerful tool for management
incentive and accountability. We urge your support FOR this proposal.
STATEMENT BY DIRECTORS IN OPPOSITION TO THE PROPOSAL
Your board of directors recommends a vote AGAINST this proposal.
Advantages of Classified Board
At the Company's 1985 annual meeting of shareholders, the Company's
shareholders voted to create a classified or "staggered" board of directors.
With staggered elections, at least two annual shareholder meetings would be
required to effect a change in control of the board of directors. The Company
believes the two primary benefits of a staggered board are the enhancement of
the board's ability to negotiate in the best interest of all the shareholders
with a person seeking to gain control of the Company and the assurance of
continuity and stability in the management of the business and affairs of the
Company since a majority of the directors will always have prior experience as
directors of the Company. More than half of the other Fortune 500 companies
provide for the election of their directors in this manner. The reasons
shareholders voted in favor of a classified board in 1985 are still valid today.
The board of directors believes that each of the Company's directors is
just as accountable to the Company's shareholders, whether he or she is elected
for a one-year term or for a three-year term. The board of directors is
significantly involved in establishing and reviewing the Company's business and
finance strategies. The directors believe that the board is better able to
increase value to all shareholders by retaining the continuity and stability of
the staggered board.
Financial Performance
Since the Company's record and near-record earnings in 1988 and 1989, the
Company's office products and timber and wood products businesses have continued
to report strong results, while the Company's paper business, along with other
companies in the industry which manufacture similar paper grades, has suffered
from serious product price declines. However, during this period, the Company
has successfully reduced its operating costs, improved its product mix, and
increased its paper production. These steps, along with the recent industry-wide
improvement in the market for the Company's principal paper products, have
provided a significant positive turn in the Company's business cycle which is
now being reflected in the Company's operating results.
As indicated by the information in the Performance Graph, in 1994, the
Company's total return to shareholders was 16.59%, compared with 4.20% for the
paper and forest products sector of the Standard & Poor's 500 and 1.32% for the
Standard & Poor's 500 itself. For the two-year period ending December 31, 1994,
Boise Cascade's total return to shareholders was 32%, compared with 13.4% for
the paper and forest products sector of the Standard & Poor's 500 and 11.1% for
the Standard & Poor's 500 itself. The Company believes these two-year
comparisons indicate that at this time the Company's total return to
shareholders should not be a basis for any changes in the Company's corporate
governance procedures and practices.
VOTE REQUIRED
The shareholder proposal will be approved if the votes cast in favor of the
proposal exceed the votes cast against the proposal. Abstentions and broker
nonvotes are not counted as votes cast either for or against the proposal. It
should be noted that adoption of this proposal would not in itself eliminate
board classification and reinstate annual election of directors. Eliminating
board classification requires a formal amendment to the Company's Certificate of
Incorporation, which requires action by the board of directors and approval by
not less than 80% of the outstanding stock entitled to vote.
The Board of Directors Unanimously Recommends a Vote "AGAINST"
the Proposal to Reorganize Itself Into One Class.
10
<PAGE> 14
6. OTHER BUSINESS
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 January 31, 1995, were as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DIRECTORS(1)
Anne L. Armstrong............................................................ 3,682 *
Robert E. Coleman............................................................ 3,663 *
John B. Fery................................................................. 544,257(2) 1%
George J. Harad.............................................................. 436,284(2) *
Robert K. Jaedicke........................................................... 496 *
James A. McClure............................................................. 2,333 *
Paul J. Phoenix.............................................................. 1,718 *
A. William Reynolds.......................................................... 15,781 *
Jane E. Shaw................................................................. 54 *
Frank A. Shrontz............................................................. 3,000 *
Edson W. Spencer............................................................. 12,506 *
Robert H. Waterman, Jr....................................................... 8,666 *
Ward W. Woods, Jr............................................................ 14,628 *
OTHER NAMED EXECUTIVES
Peter G. Danis Jr............................................................ 165,198(2) *
N. David Spence.............................................................. 88,331(2) *
Alice E. Hennessey........................................................... 123,106(2) *
Richard B. Parrish........................................................... 100,696(2) *
All directors, nominees for director,
and executive officers as a group(1)(2)(3)................................. 2,459,052 5%
* Less than 1% of class
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(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"), 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, 2,182 shares; Ms. Shaw, 54 shares; and Messrs.
Coleman, 1,663 shares; McClure, 2,083 shares; Phoenix, 1,385 shares;
Reynolds, 5,781 shares; Spencer, 2,175 shares; Woods, 4,628 shares; and
directors as a group, 19,951 shares.
(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 Options," and interests in shares of common stock held by
the trustee of the Company's Savings and Supplemental Retirement Plan
("SSRP"), a defined contribution plan to which participants may contribute,
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, which is not
included in the beneficial ownership table.
<TABLE>
<CAPTION>
Common Unexercised SSRP ESOP
Shares Option (Common (Preferred
Owned Shares Stock) Stock)
------- ----------- ------- ----------
<S> <C> <C> <C> <C>
John B. Fery................................. 90,071 431,785 22,401 406
George J. Harad.............................. 1,700 426,950 7,634 474
Peter G. Danis Jr............................ 740 160,584 3,874 306
N. David Spence.............................. 37 86,383 1,911 127
Alice E. Hennessey........................... 8,205 105,868 9,033 247
Richard B. Parrish........................... 3,358 94,534 2,804 306
All executive officers as a group............ 115,725 2,167,584 109,216 8,251
</TABLE>
(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.
11
<PAGE> 15
EXECUTIVE COMPENSATION
The Company is committed to providing a fair and competitive pay package 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. During 1994, 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.
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. The
following report is intended to assist shareholders in understanding the basis
for the committee's compensation decisions during 1994.
EXECUTIVE COMPENSATION COMMITTEE REPORT
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 appropriate in light of the compensation program objectives, the Company
subscribes to various reports on executive compensation and collects information
about the compensation practices of 30 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 290 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 1994, Hewitt Associates,
Management Compensation Services, and Towers Perrin.
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 a fair and competitive pay package and an appropriate relationship
between an executive's compensation, the executive's performance, and the
Company's performance. The committee also has reviewed the Company's
performance-based compensation plans in light of recent changes in the tax laws
which affect the Company's ability to deduct compensation expense. In light of
this review, the committee has amended the Company's executive compensation
plans based on its intent that compensation paid to the 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.
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 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 return on total
capital, economic value added analysis, 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 compensation program, or pay at risk. This
program, including similar plans covering managers in specific
12
<PAGE> 16
operating divisions or locations, is applicable to about 600 of the Company's
key managers, including all executive officers. For 1994, the criteria for the
executive officer plan (including the chief executive officer and chief
operating officer) specified percentages of the participants' compensation to be
paid as additional cash compensation if the Company's return on shareholders'
equity reached specified levels for the year or if predetermined division
performance criteria were satisfied. The division performance criteria included
factors such as division and location return on total capital, safety, and
machine operating efficiency. Under this plan, approximately one-half of the
chief executive officer's potential annual cash compensation was at risk,
depending on the Company's financial performance.
For the chief executive officer, payment under the 1994 program equaled
35.9% of base salary; under the criteria for 1994, a maximum payment of 90% of
base salary could have been made only if the Company's performance had exceeded
a return on shareholders' equity of 20.2%, or $5.42 per share. No payment was
made to executive officers under the program for 1992 or 1993.
In addition to the incentive compensation paid under the 1994 Key Executive
Performance Plan, the committee awarded a special discretionary incentive
payment for individuals who were executive officers as of January 1, 1994,
payable when the Company reported positive net income for one complete quarter.
The Company achieved this goal during the fourth quarter of 1994. The committee
awarded the special incentive payment in recognition of the accomplishment by
the executive officers of substantial improvements in productivity, cost
reduction, product mix, fiber self-sufficiency, and implementation of Total
Quality processes during the past three years. The payment amount, as a
percentage of base salary, was based on competitive compensation data regarding
the peer group companies. This payment equaled 20% of each executive officer's
base salary, including that of the chief executive officer.
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 also considers 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 1994, stock options were granted to the Company's executive officers
and other participating employees. Messrs. Fery and Harad each received a grant
of an option to purchase 77,200 shares of the Company's common stock. In
addition, Mr. Harad received a special performance stock option grant of 125,000
shares which is exercisable one year after the grant date and only after the
Company's common stock achieves and maintains certain price levels for at least
20 consecutive trading days, as follows: 50% of the option may be exercised
after the stock price reaches $36, another 25% after the stock price reaches
$40, and the last 25% after the stock price reaches $45 per share. The option
under this special performance option grant expires after five years. In
determining the number of shares to include in Messrs. Fery's and Harad's grants
(including Mr. Harad's special performance grant), the committee considered
information about stock option grants to chairmen and chief executive officers
of the peer group companies, including the number of shares granted to other
chief executive officers and the value of those options, as well as the size of
grants offered to the Company's other executive officers.
The committee amended the stock option plan in 1994 to limit 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 amendment, made in response to recent tax law changes, 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 "Other Benefit Plans." Each of these plans or programs is an integral part
of the overall compensation program, which is designed to fairly compensate and
effectively motivate superior
13
<PAGE> 17
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.
Compensation of Former Chief Executive Officer. Mr. Fery served as chief
executive officer until his retirement on July 28, 1994. Mr. Fery's salary rate
was increased April 1, 1994, to $719,004. Previously, Mr. Fery had not accepted
a salary increase since April 1990. Mr. Fery's 1994 base salary rate, following
the April increase, was above the midpoint of the designated salary guideline
($663,200) for the Company's chief executive officer. The April salary increase
reflects the committee's evaluation of Mr. Fery's performance based on his 22
years of experience as the Company's chief executive officer and the committee's
assessment that Mr. Fery successfully led the implementation of the Company's
strategy, focusing on growth in business and printing papers, growth in the
commercial channel of office products distribution, and growth in value-added
building products through the early 1990s. This was accomplished while
substantially lowering manufacturing, distribution, and overhead costs
throughout the Company, improving its product mix, and increasing its fiber
self-sufficiency in the Pacific Northwest. Mr. Fery also received a stock option
grant in 1994, as previously described, and received payments under the
incentive compensation plan and special incentive payment previously described.
Mr. Fery will continue to serve as chairman of the board of directors
through the annual shareholders meeting in April 1995, at which time he will
retire from the board. He receives compensation for his services in that
capacity as described under "Election of Directors -- Directors' Compensation."
Compensation of Chief Executive Officer. Mr. Harad assumed responsibilities
as the Company's chief executive officer upon Mr. Fery's retirement in July
1994. In connection with his assumption of these responsibilities, the committee
reviewed the criteria discussed under "Base Salary" above and established Mr.
Harad's base salary at $625,008. This reflects Mr. Harad's 23 years of
experience with the Company and his role in the Company's strategic positioning,
cost-effectiveness programs, and Total Quality evolution. This salary is below
the midpoint of the designated salary guideline ($663,200) for the Company's
chief executive officer. Mr. Harad also received a one-time performance stock
option grant, as previously described. The performance stock option grant to Mr.
Harad is intended to reward success in achieving substantial improvement in
shareholder value, as measured by the market price of the Company's common
stock. Mr. Harad also received payments under the Company's incentive
compensation plan and the special incentive payment as previously described.
Executive Compensation Committee of the Board of Directors.
Robert E. Coleman, Chairman
Anne L. Armstrong
Robert K. Jaedicke
Paul J. Phoenix
A. William Reynolds
Edson W. Spencer
Robert H. Waterman, Jr.
Ward W. Woods, Jr.
14
<PAGE> 18
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.
<TABLE>
<CAPTION>
Measurement Period Boise Cas- Paper & For- S&P 500
(Fiscal Year Covered) cade Corp est Products Index
<S> <C> <C> <C>
1989 100 100 100
1990 61.63 90.34 96.89
1991 55.53 114.59 126.42
1992 54.31 131.02 136.05
1993 62 144.40 149.76
1994 72.29 150.46 151.74
</TABLE>
<TABLE>
<CAPTION>
BASE
PERIOD RETURN RETURN RETURN RETURN RETURN
COMPANY/INDEX NAME 1989 1990 1991 1992 1993 1994
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Boise Cascade Corp. $100 $61.63 $ 55.53 $ 54.31 $ 62.00 $ 72.29
Paper & Forest Products 100 90.34 114.59 131.02 144.40 150.46
S&P 500 Index 100 96.89 126.42 136.05 149.76 151.74
</TABLE>
In 1994, Boise Cascade's total return to shareholders was 16.59%, compared
with 4.20% for the paper and forest products sector of the Standard & Poor's 500
and 1.32% for the Standard & Poor's 500 itself.
For the two-year period ending December 31, 1994, Boise Cascade's total
return to shareholders was 32%, compared with 13.4% for the paper and forest
products sector of the Standard & Poor's 500 and 11.1% for the Standard & Poor's
500 itself.
15
<PAGE> 19
COMPENSATION TABLES
The individuals named in the following tables were the six most highly
compensated executive officers of the Company during 1994.
The following table describes compensation earned by the named individuals
during each of the last three years:
<TABLE>
<CAPTION>
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 (1) (2) (3) (4) (5)
<S> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
John B. Fery, 1994 $694,128 $401,705 $ 1,512 77,200 $ 117,061
Chairman of the Board 1993 619,500 0 947 77,200 65,646
1992 619,500 0 1,114 0 61,124
George J. Harad, 1994 532,349 349,190 156 202,200 40,696
President and Chief 1993 435,003 0 669 39,200 18,393
Executive Officer 1992 420,000 0 153 28,200 43,747
Peter G. Danis Jr., 1994 366,000 191,345 2,440 22,300 45,356
Executive Vice President 1993 366,000 0 87,437 22,300 40,407
and General Manager, 1992 360,750 0 0 16,000 39,392
Office Products Distribution
N. David Spence, 1994 256,242 135,757 487 16,400 23,837
Senior Vice President and 1993 239,502 0 0 14,500 19,435
General Manager, 1992 220,008 0 0 10,400 17,217
Paper Division
Alice E. Hennessey, 1994 255,501 134,882 0 16,400 33,729
Senior Vice President, 1993 248,004 0 310 16,400 29,349
Human Resources and 1992 244,254 0 915 11,800 28,850
Corporate Relations
Richard B. Parrish, 1994 253,257 133,839 0 16,400 31,584
Senior Vice President, 1993 245,004 0 0 14,500 27,092
Building Products 1992 240,003 0 73 10,400 28,007
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes amounts deferred under the Company's SSRP and 1986 Executive
Officer Deferred Compensation Plan. Mr. Fery's salary figure for 1994
includes his salary as chief executive officer until his retirement in July
1994 and his compensation following retirement for his continuing services
as chairman of the board of directors.
(2) Payments, if any, under the Company's variable incentive compensation
program. The amounts reported for 1994 include a formula-based
nondiscretionary payment under the Company's variable incentive compensation
program and a special discretionary payment. See "Executive
Compensation -- Executive Compensation Committee Report -- Annual Variable
Incentive Compensation."
(3) The amounts shown in this column reflect the amount of federal income tax
incurred by the named executive and paid by the Company relating to various
executive officer benefits. In addition, for 1993, the aggregate cost to the
Company of providing perquisites received by Peter G. Danis Jr. is also
reported and includes $77,659 of expenses incurred by the Company in
connection with relocating Mr. Danis at the Company's request. The cost of
all the various perquisites incurred by the Company during these years for
each of the named executive officers, except for Peter G. Danis Jr. for
1993, 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.
(4) Grants under the Company's 1984 Key Executive Stock Option Plan. The number
of shares granted to Mr. Harad in 1994 includes a special performance stock
option grant of 125,000 shares as described under "Executive Compensation --
Executive Compensation Committee Report -- Stock Options."
16
<PAGE> 20
(5) Amounts disclosed in this column include $73,515 of vacation pay for Mr.
Fery and the following:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
COMPANY MATCHING
CONTRIBUTIONS TO
THE 1986 ACCRUALS OF
EXECUTIVE ABOVE-MARKET COMPANY-
OFFICER INTEREST ON 1986 COMPANY PAID PORTION
DEFERRED EXECUTIVE OFFICER ALLOCATIONS TO OF EXECUTIVE
COMPENSATION OR DEFERRED THE EMPLOYEE OFFICER LIFE
SSRP PLANS COMPENSATION PLAN STOCK OWNERSHIP INSURANCE
YEAR ($)(*) BALANCES ($) PLAN($) PROGRAMS($)
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
John B. Fery.................... 1994 $ 6,505 $29,857 $ 500 $ 6,684
1993 26,019 31,721 1,600 6,306
1992 26,019 27,523 1,600 5,982
George J. Harad................. 1994 27,609 6,855 3,000 3,232
1993 6,720 6,758 1,600 3,315
1992 17,640 5,493 1,600 19,014
Peter G. Danis Jr. ............. 1994 18,446 19,795 3,000 4,115
1993 15,372 19,017 1,600 4,418
1992 15,152 15,551 1,600 7,089
N. David Spence................. 1994 12,944 4,688 1,595 4,610
1993 10,059 4,281 784 4,311
1992 9,240 3,313 704 3,960
Alice E. Hennessey.............. 1994 12,898 12,414 3,000 5,417
1993 10,416 11,831 1,600 5,502
1992 10,259 9,582 1,600 7,409
Richard B. Parrish.............. 1994 12,787 7,795 3,000 8,002
1993 10,290 7,484 1,600 7,718
1992 10,080 6,121 1,600 10,206
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(*) The Company's 1986 Executive Officer Deferred Compensation Plan is an
unfunded plan 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 credited with
imputed interest at a rate equal to 130% of Moody's Composite Average of
Yields on Corporate Bonds. The Company's SSRP 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 Key Executive Stock Option Plan ("KESOP") during 1994 to
the six executives named in the Summary Compensation Table:
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN 1994
- --------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS POTENTIAL
- ------------------------------------------------------------------------------------------ REALIZABLE VALUE
NUMBER OF AT ASSUMED ANNUAL
SECURITIES PERCENT OF RATES OF STOCK
UNDERLYING TOTAL OPTIONS/ EXERCISE PRICE APPRECIATION
OPTIONS/SARS SARS GRANTED TO OR BASE FOR OPTION TERM(2)
GRANTED EMPLOYEES IN PRICE EXPIRATION -----------------------
NAME (#) FISCAL YEAR ($/SH)(1) DATE 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
John B. Fery.................... 77,200 7.4% $24.875 7/29/04 $1,207,699 $3,060,542
George J. Harad................. 77,200 7.4 24.875 7/29/04 1,207,699 3,060,542
125,000(3) 12.02 24.875 7/29/99 0 1,423,728
Peter G. Danis Jr............... 22,300 2.2 24.875 7/29/04 348,856 884,069
N. David Spence................. 16,400 1.6 24.875 7/29/04 256,558 650,167
Alice E. Hennessey.............. 16,400 1.6 24.875 7/29/04 256,558 650,167
Richard B. Parrish.............. 16,400 1.6 24.875 7/29/04 256,558 650,167
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Under the KESOP, the exercise price must be the fair market value at the
date of grant. Options granted under this plan during 1994 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) The dollar amounts in these columns are based on price appreciation
calculations established by the SEC and are not intended to forecast
possible future appreciation of the Company's common stock price. Based on
these price appreciation calculations and an assumed beginning stock value
of $24.875, at the date of expiration the Company's outstanding common stock
would be trading at $40.52 and $64.52 per share, respectively, which
represents in aggregate a potential realizable increase in stock value for
common stock shareholders of $599 million and $1.518 billion, respectively.
The dollar amount shown for the named executives is not discounted to
present value and is prior to payment of federal and state taxes.
(3) During 1994, Mr. Harad received a special performance stock option grant of
125,000 shares as described under "Executive Compensation -- Executive
Compensation Committee Report -- Stock Options." These options are
exercisable one year after the grant date and only after the Company's
common stock achieves and maintains certain price levels for at least 20
consecutive trading days, as follows: 50% of the option may be exercised
after the stock price reaches $36, another 25% after the stock price reaches
$40, and the last 25% after the stock price reaches $45 per share. The
option under this special performance option grant expires after five years.
17
<PAGE> 21
The following table sets forth information concerning the exercise of stock
options during 1994 and the year-end value of all unexercised stock options
granted under the KESOP to the six executives named in the Summary Compensation
Table.
<TABLE>
<CAPTION>
AGGREGATE OPTION/SAR EXERCISES FOR 1994 AND 1994 OPTION/SAR VALUES
- -------------------------------------------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/ OPTIONS/SARS AT
SHARES ACQUIRED VALUE SARS AT 12/31/94(#) 12/31/94($)
NAME UPON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------
John B. Fery............ 63,335 $278,007 354,585/ 77,200 $ 566,163/144,750
George J. Harad......... 12,501 72,287 224,750/202,200 678,200/379,125
Peter G. Danis Jr....... 0 0 138,284/ 22,300 301,525/ 41,813
N. David Spence......... 0 0 69,983/ 16,400 225,325/ 30,750
Alice E. Hennessey...... 0 0 89,468/ 16,400 221,975/ 30,750
Richard B. Parrish...... 0 0 78,134/ 16,400 196,075/ 30,750
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This column indicates the aggregate amount, if any, by which the common
stock share price on December 31, 1994, exceeded the options' exercise
price.
OTHER BENEFIT PLANS
Deferred Compensation. Under the 1982 Executive Officer Deferred
Compensation Plan, individuals elected as executive officers prior to January 1,
1987, had an opportunity to defer not less than 6% or more than 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 the Company
matching contributions to the Company's Savings and Supplemental Retirement Plan
("SSRP"). This plan is not funded, but the cost 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 in 180 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 the
1982 plan for the named individuals participating in the plan as of December 31,
1994.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
YEARS OF
SERVICE
UPON ATTAINMENT PARTICIPANT'S ANNUAL BENEFIT
OF AGE 65 DEFERRAL AT AGE 65
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
George J. Harad................................................ 38 $87,225 $118,120
Peter G. Danis Jr.............................................. 29 91,275 88,152
Alice E. Hennessey............................................. 43 68,551 96,408
Richard B. Parrish............................................. 42 71,343 113,688
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
18
<PAGE> 22
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:
<TABLE>
<CAPTION>
PENSION PLAN TABLE
- ---------------------------------------------------------------------------------------------------------------------
YEARS OF SERVICE
-----------------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
$ 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
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
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.
The years of service determined under the provisions of the plan as of
December 31, 1994, for each of the executive officers listed in the Summary
Compensation Table were as follows: John B. Fery, 38; George J. Harad, 24; Peter
G. Danis Jr., 27; N. David Spence, 18; Alice E. Hennessey, 32; and Richard B.
Parrish, 34.
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 variable
incentive compensation program (only "Salary" and "Bonus" from the Summary
Compensation Table). The Company-provided pension would, as of December 31,
1994, be based on the following compensation amounts, which represent the
highest average of each executive's annual compensation during any five
consecutive years for 1985 through 1994: Messrs. Fery, $850,844; Harad,
$479,348; Danis, $435,768; Spence, $275,822; and Parrish, $290,163; and Mrs.
Hennessey, $288,773.
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 of 65.
The plan pays the executive officer an early retirement benefit prior to age 65
equal to the amount
19
<PAGE> 23
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). 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 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 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.
Under the agreements, benefits are paid if, after a change in control, the
Company terminates the employee other than for cause, disability, or retirement
(as defined in the agreements) or if the employee terminates his or her
employment for good reason (as defined in the agreements). These severance
benefits include: (a) the employee's salary through the termination date; (b)
severance pay in accordance with the Company's Severance Pay Policy for
Executive Officers, which is currently an amount equal to the employee'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 for the year preceding termination and an award under the Key
Executive Performance Plan equal to the greater of 30% of base salary 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 employee is participating prorated through the month in which
termination occurs; (e) a cash payment equal to the net value of stock options
held by the employee (as determined in accordance with the agreements), plus an
amount equal to tax offset bonuses, if any, which would be payable upon exercise
of such options; (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 employee 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 employee 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, if determined as of
December 31, 1994, would be approximately as follows: Messrs. Fery, $968,818;
Harad, $2,660,278; Danis, $878,505; Spence, $623,352; and Parrish, $619,196; and
Mrs. Hennessey, $635,748 (payments which would be made subsequent to the
termination date have been discounted as of December 31, 1994, in accordance
with the requirements of Section 280G of the Internal Revenue Code, at a rate of
8.78%). In the case of Mr. Harad, the aggregate amount of payments under these
agreements would be significantly less if he had attained the age of 55 years
and thereby was vested in the Company's Supplemental Early Retirement Plan.
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, 1996, 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 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.
20
<PAGE> 24
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 1994 was $925,843.
INFORMATION AVAILABLE TO SHAREHOLDERS
The Company's 1994 Annual Report is being mailed to shareholders with this
proxy statement. Copies of the 1994 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. 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 1996
annual meeting of shareholders must submit their proposals for receipt by the
Company not later than November 7, 1995.
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
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
21
<PAGE> 25
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, 1994, 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:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OWNED OF CLASS
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, Sanford C. Bernstein & Co., Inc. 3,169,448(1) 8.3%
$2.50 Par Value One State Street Plaza
New York, NY 10004
Common Stock, State Street Bank and 3,310,352(2) 8.6%
$2.50 Par Value Trust Company*
225 Franklin Street
Boston, MA 02110
Common Stock, Franklin Resources, Inc. 3,488,216(3) 9.1%
$2.50 Par Value, 777 Mariners Island Boulevard
and Common Stock San Mateo, CA 94404
Equivalents
Common Stock, Merrill Lynch & Co., Inc. 2,026,867(4) 5.1%
$2.50 Par Value, World Financial Center,
and Common Stock North Tower
Equivalents 250 Vesey Street
New York, NY 10281
---------------------------------------------------------------
Convertible State Street Bank and Trust Company, as Trustee for 6,294,891(5) 100%
Preferred Stock, Series D the Boise Cascade Corporation Employee Stock
Ownership Plan (ESOP)
225 Franklin Street
Boston, MA 02110
---------------------------------------------------------------
Depositary Shares of Conversion Rockrimmon Securities 1,103,900(6) 12.8%
Preferred Stock, Series E 120 Broadway - 7th Floor
New York, NY 10271
---------------------------------------------------------------
Depositary Shares of Conversion Highbridge Capital Corporation 866,000(7) 10.0%
Preferred Stock, Series G Dubin & Swieca Asset Management, Inc.
Dubin & Swieca Capital Management, Inc.
767 Fifth Avenue
New York, NY 10153
Depositary Shares of Conversion J.P. Morgan & Co., Incorporated 490,500(8) 5.7%
Preferred Stock, Series G 60 Wall Street
New York, NY 10260
Depositary Shares of Conversion Scudder, Stevens & Clark, Inc. 843,200(9) 9.8%
Preferred Stock, Series G 345 Park Avenue
New York, NY 10154
* Approximately 84.6% of these shares are held by State Street Bank and Trust
Company in its capacity as trustee for the Company's employee savings plans.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Sanford C. Bernstein & Co., Inc., reported on a Schedule 13G that it was the
beneficial owner of 3,169,448 shares of the Company's common stock. This
report indicates that Sanford C. Bernstein & Co., Inc., has sole voting
power for 1,764,595 shares and sole investment power for all 3,169,448
shares.
(2) State Street Bank and Trust Company reported on a Schedule 13G that it was
the beneficial owner of 3,310,352 shares of the Company's common stock.
Included in the reported shares were 2,799,490 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 7.3% of the Company's common stock outstanding on that date.
The trustee, subject to participants' directions,
22
<PAGE> 26
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 287,677
shares and sole investment power for all 510,862 shares not held as
trustee for the Company's benefit plans.
(3) Franklin Resources, Inc., reported on a Schedule 13G that it was the
beneficial owner of 3,488,216 shares of the Company's common stock
(3,455,135 shares of the Company's common stock and 41,300 depositary shares
of the Company's conversion preferred stock, which is equivalent to 33,081
shares of the Company's common stock). This report indicates that Franklin
Resources, Inc., has sole voting power for 3,093,216 shares, shared voting
power for 395,000 shares, and shared investment power for all 3,488,216
shares.
(4) Merrill Lynch & Co., Inc., reported on a Schedule 13G that it was the
beneficial owner of 2,026,867 shares of the Company's common stock (599,017
shares of the Company's common stock and 1,487,550 depositary shares of the
Company's conversion preferred stock, which is equivalent to 1,427,850
shares of the Company's common stock). This report indicates that Merrill
Lynch & Co., Inc., has shared voting and investment power for all 2,026,867
shares.
(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 6,294,891 shares of the preferred stock. The shares of preferred
stock held by the ESOP represent approximately 13.6% of the Company's voting
securities outstanding as of December 31, 1994. The trustee, subject to
participants' directions, has voting and investment authority for the ESOP
shares. The shares of preferred stock held by the ESOP are convertible into
approximately 5,058,385 shares of the Company's common stock, which would
represent approximately 11.7% of the Company's common stock outstanding on
December 31, 1994, assuming the shares of preferred stock were converted as
of that date.
(6) Rockrimmon Securities reported on a Schedule 13G that it was the beneficial
owner of 1,103,900 depositary shares of the Company's conversion preferred
stock, Series E. This report indicates that Rockrimmon Securities has sole
voting and investment power for all 1,103,900 depositary shares.
(7) Highbridge Capital Corporation, Dubin & Swieca Asset Management, Inc., and
Dubin & Swieca Capital Management, Inc., reported on a Schedule 13G that
they were the beneficial owner of 866,000 depositary shares of the Company's
conversion preferred stock, Series G. This report indicates that Highbridge
Capital Corporation, Dubin & Swieca Asset Management, Inc., and Dubin &
Swieca Capital Management, Inc., have shared voting and investment power for
all 866,000 depositary shares.
(8) J.P. Morgan & Co., Incorporated, reported on a Schedule 13G that it was the
beneficial owner of 490,500 depositary shares of the Company's conversion
preferred stock, Series G. This report indicates that J.P. Morgan & Co.,
Incorporated, has sole voting power for 400,000 depositary shares, shared
voting power for 8,800 depositary shares, sole investment power for 373,700
depositary shares, and shared investment power for 116,800 depositary
shares.
(9) Scudder, Stevens & Clark, Inc., reported on a Schedule 13G that it was the
beneficial owner of 843,200 depositary shares of the Company's conversion
preferred stock, Series G. This report indicates that Scudder, Stevens &
Clark, Inc., has sole voting power for 338,100 depositary shares, shared
voting power for 96,300 depositary shares, and sole investment power for all
843,200 depositary shares.
PROXIES AND VOTING AT THE MEETING
As of March 1, 1995, the record date for the determination of shareholders
entitled to vote at the meeting, 47,000,989 shares of the Company's common
stock; 6,225,286 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.
The trustee of 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) will
vote the shares held in the trust in accordance with the voting instructions of
the participants of the respective plans. Shares not voted by individuals and
shares not yet allocated to individual accounts will be voted by the trustee in
proportion to the instructions received from voting participants.
23
<PAGE> 27
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 $22,000, 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,
Associate General Counsel,
and Corporate Secretary
March 7, 1995
24
<PAGE> 28
EXHIBIT A
BOISE CASCADE CORPORATION
DIRECTOR STOCK OPTION PLAN
ADOPTED DECEMBER 15, 1994
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 necessary 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.
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.
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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 shareholders 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 purchased 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.
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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 statement 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.
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EXHIBIT B
BOISE CASCADE CORPORATION
KEY EXECUTIVE PERFORMANCE PLAN FOR EXECUTIVE OFFICERS
(AS RESTATED FEBRUARY 2, 1995)
1. Purpose of the Plan. The Boise Cascade Corporation Key Executive
Performance Plan for Executive Officers (the "Plan") is designed to recognize
the contribution made by Executive Officers in optimizing the long-term value to
the shareholders of Boise Cascade Corporation (the "Company") and to provide
Plan participants with an opportunity to supplement their retirement income
through deferrals of awards made under the Plan. The Plan is intended to be
subject to and comply with the requirements of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and is an unfunded plan providing
deferred compensation for a select group of senior management or highly
compensated employees.
2. Definitions. For purposes of this Plan, the following terms shall have
the meanings set forth below:
2.1 "Award" or "Corporate Performance Award" shall mean a payment made
under the Plan, or a payment earned but deferred according to the terms of a
Participant's deferral election under Section 8 of this Plan, based on the
Corporate Performance Award Criteria ("Criteria") and/or the Division or
Location Performance Measures ("Measures") applicable to the Award Period for
which the Award is made. Within 90 days of the beginning of each Award Period,
the Committee shall establish the specific Criteria and/or Measures to be
achieved by the Company in order for Participants to earn a Corporate
Performance Award. The Committee shall establish a mathematical formula pursuant
to which an Award, equal to a specified percentage of a Participant's salary,
shall be earned upon the attainment of specific levels of the applicable
Criteria and/or Measures. This formula may take into account Criteria and/or
Measures achieved in prior Award Periods. The Criteria and/or Measures and
formula, once established, shall continue for subsequent Award Periods unless
modified by the Committee. The Criteria and/or Measures applicable to an Award
Period, and the formula pursuant to which Award amounts shall be determined,
shall be selected and published within 90 days from the beginning of the Award
Period. No Award may be paid to a Participant in excess of $2.5 million for any
single Award Period. In the event an Award is earned under the Criteria and/or
Measures in effect for an Award Period in excess of $2.5 million, the amount of
the Award in excess of this amount shall be deferred in accordance with Section
8 of this Plan.
2.2 "Award Period" shall mean a period of one year, commencing each
January 1 and ending on the following December 31.
2.3 "Base Salary" shall mean a Participant's annual pay rate at the end
of the Award Period without taking into account (i) any deferrals of income;
(ii) any incentive compensation; or (iii) any other benefits paid or provided
under any of the Company's other employee benefit plans.
2.4 "Capital" shall mean the net investment employed in the operations
of the Company, adjusted for LIFO inventory, present value of operating leases,
goodwill amortization, major capital projects, and major nonrecurring
adjustments.
2.5 "Capital Charge" shall mean the deemed opportunity cost of
employing Capital for the Company calculated as follows: Capital Charge =
average Capital x Pretax Required Rate of Return.
2.6 "Change in Control" shall mean a change in control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended
("Exchange Act"), or any successor provisions, whether or not the Company is
then subject to such reporting requirement; provided that, without limitation,
such a Change in Control shall be deemed to have occurred if (a) any "person"
(as such term is used in Sections 13(d) and 14(d) of the Exchange 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 Exchange
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 (b) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board, including for this purpose any
new director whose election or nomination for election by the Company's
stockholders was
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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 thereof.
2.7 "Committee" shall mean the Executive Compensation Committee of the
board of directors of the Company.
2.8 "Corporate Performance Award Criteria" shall mean the attainment of
specified levels of Return on Equity ("ROE"), Return on Total Capital ("ROTC"),
Economic Value Added ("EVA"), Earnings Per Share ("EPS"), and/or Net Income
("NI") selected by the Committee.
2.9 "Deferred Compensation and Benefits Trust" shall mean the
irrevocable trust established by the Company with an independent trustee for the
benefit of persons entitled to receive payments or benefits hereunder, the
assets of which trust will be subject to claims of the Company's creditors in
the event of bankruptcy or insolvency.
The Deferred Compensation and Benefits Trust shall contain the following
provisions:
a. If a Change in Control of the Company does not occur within one
year after the Potential Change in Control, the Company may reclaim the
assets transferred to the trustee subject to the requirement that it be
again funded upon the occurrence of another Potential Change in Control.
b. Upon a Change in Control, the assets of the Deferred Compensation
and Benefits Trust shall be used to pay benefits under this Plan, except to
the extent such benefits are paid by the Company, and the Company and any
successor shall continue to be liable for the ultimate payment of those
benefits.
c. The Deferred Compensation and Benefits Trust will be terminated
upon the exhaustion of the trust assets or upon payment of all the
Company's obligations.
d. The Deferred Compensation and Benefits Trust shall contain other
appropriate terms and conditions consistent with the purposes sought to be
accomplished by it. Prior to a Change in Control, the Deferred Compensation
and Benefits Trust may be amended from time to time by the Company, but no
such amendment may substantially alter any of the provisions set out in the
preceding paragraphs.
2.10 "Division or Location Performance Measures" shall mean the
attainment by division(s) and/or location(s) (at the division and/or location
level) of specified levels of Pretax Return on Total Capital ("PROTC"), EVA,
safety, quality, costs, operating efficiency, sales, production, and/or product
mix as determined by the Committee.
2.11 "Earnings Per Share" shall mean the Company's Net Income and
excluding preferred dividends, divided by average shares outstanding as reported
in the Company's published financial statements, and adjusted for major
nonrecurring and nonoperating expense and income items, as determined by the
Committee, based on the facts and circumstances involved. Earnings Per Share
shall be on a fully diluted basis if required to be reported on this basis under
generally accepted accounting principles; otherwise, Earnings Per Share shall be
primary Earnings Per Share.
2.12 "Economic Value Added" shall mean the excess NOPBT that remains
after subtracting the Capital Charge, expressed as follows: EVA = NOPBT -
Capital Charge
2.13 "Executive Officers" shall mean the Company's Chief Executive
Officer, President, and any Executive Vice President, Senior Vice President,
Vice President and the Corporate Secretary, Treasurer, or Controller of the
Company.
2.14 "Net Income" shall mean the Company's income after taxes as
reported in the Company's published financial statements for the applicable
Award Period. Net Income shall be adjusted for major nonrecurring and
nonoperating income or expense items, as determined by the Committee, based on
the facts and circumstances involved.
2.15 "Net Operating Profit Before Tax" ("NOPBT") shall mean the before
tax operating income of the Company for the Award Period.
2.16 "Participant" shall mean a person who is an Executive Officer of
the Company at the beginning of an Award Period or who is elected an Executive
Officer by the Company's Board of Directors
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(the "Board") during an Award Period who is identified by the Company and
Committee as being eligible to be a Participant for such Award Period and who
timely signs and returns to the Company a participation letter (or similar
document) in such form as is approved by the Company.
2.17 "Potential Change in Control" shall be deemed to have occurred if
(a) the Company enters into an agreement, the consummation of which would result
in the occurrence of a Change in Control of the Company, (b) any person
(including the Company) publicly announces an intention to take or to consider
taking actions which if consummated would constitute a Change in Control of the
Company; (c) any person becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 9.5% or more of the combined voting power
of the Company's then outstanding securities; or (d) the board of directors of
the Company adopts a resolution to the effect that a Potential Change in Control
of the Company for purposes of this Agreement has occurred.
2.18 "Pretax Required Rate of Return" (also commonly known as the "cost
of capital") shall mean the pretax required rate of return percentage including
adjustment for business risk and for debt to equity structure, as determined by
the Committee for the Award Period.
2.19 "Return on Equity" shall mean the Company's Net Income, divided by
average shareholders' equity.
2.20 "Return on Total Capital" shall be the Company's Net Income
divided by the average Total Capital, as reported in the Company's published
financial statements for the applicable Award Period.
3. Determination of Awards. As soon as practical after the conclusion of
each Award Period, the Committee shall review and evaluate the Corporate
Performance Award Criteria applicable to the Award Period in light of the
Company's performance measured in accordance with such criteria, and shall
determine whether the criteria have been satisfied. If satisfied, the Committee
shall so certify in a written statement, and shall apply the criteria to
determine the percentage amount of the Award for each Participant.
4. Payment of Awards. Payment of Awards, less withholding taxes, shall be
made to Participants as soon as practical following the Committee's
certification that the applicable Award Criteria have been satisfied and upon
determination of the amount of each Award. Funding of Awards under this Plan
shall be out of the general assets of the Company. Payment of Awards for which a
deferral election has been made by a Participant pursuant to Section 8 hereof
shall be made in accordance with the Participant's deferral election.
Notwithstanding the foregoing, no payments shall be made under this Plan unless
the material terms of the Plan have been approved by a majority vote of the
Company's shareholders voting with respect to such matters.
5. Administration and Interpretation of the Plan. The Committee shall have
the sole discretion, responsibility, and authority to carry out all actions with
respect to administration and interpretation of the Plan. Any interpretation by
the Committee shall be final and binding on the Participants. The Committee
shall have sole discretion to determine any and all questions of fact relating
to or arising in connection with the Plan, including but not limited to
questions of eligibility and benefits under the Plan. The Committee shall have
sole discretion to construe any and all terms or conditions of the Plan and to
make determinations and administrative decisions regarding the intent, meaning,
application, and effect of any and all aspects of the Plan. The Committee may
adopt such rules and regulations relating to the Plan as it may deem necessary
for the administration of the Plan. The Committee may delegate its
responsibilities hereunder to Company employees, advisors, or other persons who
are not members of the Committee, and may rely upon information or opinions of
legal counsel or experts selected to render advice with respect to the Plan. Any
delegate of the Committee hereunder shall have the absolute discretionary
authority vested in the Committee with respect to such delegated
responsibilities unless limited in writing by the Committee.
6. Participation in the Plan. Executive Officers of the Company may become
Participants in accordance with the terms of the Plan at any time during the
Award Period, as provided in Section 2.16. If an Executive Officer becomes a
Participant at any time other than at the commencement of an Award Period, the
amount of his or her Award under the Corporate Performance Award Criteria of the
Plan shall be prorated on the basis of the number of days during the Award
Period that he or she is a Participant compared to the total number of calendar
days in the Award Period.
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At such time as an Executive Officer becomes a Participant in this Plan, he
or she shall be eligible to be a Participant in all subsequent Award Periods
under the Plan until he or she ceases to be an Executive Officer of the Company,
his or her employment with the Company terminates, he or she is excluded from
participation by the Committee, or he or she fails to sign a participation
letter as provided in Section 2.16.
If a person becomes a Participant under this Plan and is also a Participant
under the Company's Key Executive Performance Plan for Key Executives or any
similar incentive plan for the same Award Period, such Participant will also be
eligible to receive a pro rata Award under the Key Executive Performance Plan
for Key Executives or such other plan, in accordance with the terms of such
plan, at the end of the Award Period.
7. Treatment of Awards Upon Retirement, Disability, Death, Reassignment or
Termination. A Participant who (a) retires (including early retirement as
defined under the Company's qualified pension plan for salaried employees and
retirement under the Company's Supplemental Early Retirement Plan for Executive
Officers), (b) becomes totally disabled, (c) dies, or (d) terminates employment
as a direct result of the sale or permanent closure of a division or facility of
the Company, or as a direct result of a merger, reorganization, sale, or
restructuring of all or part of the Company, will cease to be a Participant in
the Plan as of the day of the occurrence of such event. In this event, the
Participant (or his or her designated beneficiary or estate in the case of
death) shall receive a pro rata Award under the Plan (if one is paid), based on
the number of days during the Award Period the person was a Participant in the
Plan compared to the total number of days in the Award Period. This prorated
Award shall be paid to the Participant (or his or her designated beneficiary or
estate in the case of death) as soon as practical after the conclusion of the
Award Period. Any award to be paid pursuant to clause (d) above shall be
calculated based on the Corporate Performance Award Criteria applicable to the
Award Period through the date of the occurrence of such event, and shall be
calculated as though such event had not occurred.
If a Participant is excluded from participation by decision of the
Committee during an Award Period, the Participant shall cease participation as
of the date of such decision and shall receive a prorated Award for the Award
Period (if one is paid). The calculation and payment of this prorated award will
be made in the same manner as that of a Participant who has retired, become
permanently disabled, or died.
Participants who otherwise terminate their employment with the Company
during an Award Period, whether voluntarily or involuntarily, with or without
cause, shall not be eligible to receive any Award for the Award Period, unless
payment of an Award to such Participant is approved by the Committee.
8. Deferral of Awards. A Participant may elect to defer receipt of all or
any portion of any Corporate Performance Award made under the Plan to a future
date, provided the amount to be so deferred exceeds $2,000, as described in this
Section 8. A Participant who has earned an Award in excess of $2.5 million for
an Award Period shall be required to defer the amount of the Award in excess of
$2.5 million, in accordance with this Section 8.
Deferred Bonus Accounts shall not be funded, and all Awards deferred by
Participants shall be unfunded obligations of the Company. Participants shall be
unsecured general creditors of the Company with respect to such Deferred Bonus
Accounts.
8.1 Eligible executives may elect (if done so on or before September 30
of the Plan year) to defer receipt of their Award (if any), subject to the
following:
a. Before September 30 of the Plan year for which a deferral election
is to be effective, executives must sign and return to the Company a
completed Deferral Election Form, which shall specify (1) the percentage or
amount of the Award to be deferred, (2) the form (lump sum or installment)
of payment, and (3) the date on which payment of the deferred Award is to
commence. Elections hereunder shall be irrevocable except as otherwise
provided in the Plan.
b. A Deferred Award will be credited to a Deferred Bonus Account for
the executive, an account established for Key Executive Performance Plan
deferral purposes for the Plan year. Thereafter, the executive's Deferred
Bonus Account will be credited with nominal interest at a rate determined
by the Company. This rate, which will be set annually, will not be less
than the prime rate offered by the Bank of America NT&SA each January 1.
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c. If any payment is made from an executive's Deferred Bonus Account
during a year, interest will be credited to the account on the portion so
paid up to the end of the month preceding the month in which payment
occurs.
d. An executive's Deferred Bonus Account for a given Plan year will be
paid to the executive in a lump sum on one of the following dates:
(1) The date selected by the executive in the applicable Deferral
Agreement, or
(2) January 1 of the year following the executive's normal or early
retirement if no earlier date has been selected previously by the
executive.
In lieu of lump-sum payment, an executive may elect to receive
payment in consecutive equal annual installments over a period not
exceeding ten years commencing with the date the executive selects in
the applicable Deferral Agreement.
e. Earlier payment of Deferred Bonus Account balances will be made
only in accordance with Plan provisions permitting hardship or other early
withdrawals, waiting periods, and account limitations, and penalties will
apply as set forth in the Plan.
f. Any amounts deferred shall not be considered as compensation for
pension purposes or for purposes of the Company's Savings and Supplemental
Retirement Plan. However, any resulting reduction in a participant's
pension benefit will be provided from the Company's unfunded supplemental
pension plan.
8.2 Except as otherwise provided herein, election to defer payment of
an award is irrevocable.
8.3 If an executive terminates for any reason other than retirement or
death, the Company will pay to such terminated employee his or her Deferred
Bonus Account in full in the month following the month of termination. The
amount of such Deferred Bonus Account to be distributed will be determined in
accordance with paragraph 8.1.b.
8.4 If an executive terminates because of death or if an executive dies
after his or her normal or early retirement and there is an unpaid balance in
his or her Deferred Bonus Account, the executive's Deferred Bonus Account or
unpaid balance thereof will be paid by the Company to the executive's designated
beneficiary or beneficiaries in the month following the month in which the
executive's death occurs. The amount of such Deferred Bonus Account or unpaid
balance thereof to be distributed will be determined in accordance with
paragraph 8.1.c.
8.5 An executive must designate the beneficiary or beneficiaries who
are to receive his or her Deferred Bonus Account in the event of the executive's
death. The beneficiary designation shall be made on the Beneficiary Designation
form and may be changed at any time upon written notice to the Company. If an
executive has not designated a beneficiary or beneficiaries or if all the
designated beneficiaries are deceased, the Deferred Bonus Account will be paid
to the executive's estate.
8.6 Distributions of Deferred Bonus Accounts may be made in accordance
with the provisions of this Section 8, notwithstanding a Participant's Deferral
Election Form.
8.6.1 Hardship Termination and Distribution. In the event of serious
and unanticipated financial hardship, a participant may request a lump-sum
distribution of all or a portion of his or her Deferred Bonus Account balance.
The participant making a hardship distribution request under this section shall
document, to the Company's satisfaction, that distribution of his or her
Deferred Bonus Account is necessary to satisfy an unanticipated, immediate, and
serious financial need and that the participant does not have access to other
funds, including proceeds of any loans sufficient to satisfy the need. Upon
receipt of a request under this section, the Company may, in its sole
discretion, distribute all or a portion of the participant's account balance in
a lump sum, to the extent such distribution is necessary to satisfy the
financial need. The participant shall sign all documentation requested by the
Company relating to any such distribution, and any participant whose
participation in the Plan terminates under this paragraph may not make deferrals
of Awards for a minimum of 12 months following the date of any distribution.
8.6.2 Early Distribution with Penalty. Notwithstanding any provision
in this Plan to the contrary, a participant or beneficiary may, at any time,
request a single lump-sum payment of the amount
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credited to a Deferred Bonus Account or accounts of the Participant
under the Plan. The amount of the payment shall be equal to (i) the
participant's accumulated Deferred Bonus Account balance under the Plan as of
the payment date, reduced by (ii) an amount equal to 10% of such accumulated
account balance. This lump-sum payment shall be subject to withholding of
federal, state, and other taxes to the extent applicable. This request must be
made in writing to the Company. The lump-sum payment shall be made within 30
days of the date on which the Company receives the request for the distribution.
If a request is made under this provision, the participant shall not be eligible
to participate in any nonqualified deferred compensation plan maintained by the
Company, including the deferral option under this Plan, for a period of 12
months after such request is made. In addition, in this event, any deferred
compensation agreement under any nonqualified deferred compensation plan of the
Company shall not be effective with respect to compensation payable to the
participant during this 12-month period.
8.6.3 Distribution Upon Extraordinary Events. In the event any
participant terminates employment with the Company as a direct result of the
sale or divestiture of a facility, operating division, or reduction in force in
connection with any reorganization of the Company's operations or staff, such
participant may request distribution of his or her entire Deferred Bonus Account
balance. Upon receipt of such a request for distribution under this section, the
Company may, in its sole discretion, elect whether to approve or deny the
request. If the Company approves a request under this section, distribution of
the participant's account shall occur no later than the January 1 of the year
following the year during which such termination of employment occurs.
8.6.4 Small Account Distributions. In the event a participant
terminates employment with the Company for any reason and the participant's
benefit under this Plan is less than either (i) $5,000 in lump sum present
value, calculated in accordance with reasonable assumptions, or (ii) the monthly
payment under the benefit payment option selected by the participant is less
than $75 per month, such participant may request distribution of his or her
entire account balance. Upon receipt of a request for distribution under this
section, the Company may, in its sole discretion, elect whether to approve or
deny the request. If the request is approved, the Company shall close the
participant's account and distribute the participant's entire account balance in
a single lump sum. Any distribution under this paragraph shall be made no later
than January 1 of the year following the year in which such termination of
employment occurs.
8.7 A participant who has previously submitted an election regarding
payment of a Deferred Bonus Account and who subsequently wishes to change that
election may submit a written request to change the election to Boise Cascade.
Such request must specify, subject to the limits of the Plan, (i) either a
lump-sum payment or annual installments and (ii) a date at least one year later
than the date originally elected for such payments to commence and terminate.
Such requests must be received by the Company at least 30 days prior to January
1 of the year in which the executive previously elected to have the payments
commence. Boise Cascade, in its sole and absolute discretion, may accept or
reject such application. No change will be permitted that would allow payment of
a deferral Award earlier than originally elected.
8.8 Once an award is made to an executive, it cannot be revoked or
modified by the Company and will be paid in accordance with the election made
and in accordance with the terms of this Plan.
8.9 The Deferred Bonus Account of an executive, or any part thereof,
shall not be assignable or transferable by an executive, either before or after
normal or early retirement, other than to a properly designated beneficiary or
beneficiaries or by will or the laws of descent and distribution. During the
lifetime of an executive, payments of a Deferred Bonus Account will be made only
to the executive.
8.10 An executive who takes early retirement at the request of the
Company may, on that account, change any outstanding deferral election under
this Plan at any time between the date on which he or she is so requested to
take retirement and the effective date of such early retirement.
8.11 The Company believes, but does not represent or guarantee, that a
deferral election made in accordance with the terms of the Plan is effective to
defer the receipt of taxable income. Each executive should consider his or her
own financial situation and tax implications prior to electing to defer an
Award. Deferral elections are at the sole discretion of each executive and the
Company makes no representation regarding the tax or legal consequences of such
deferral elections. Executives should
B-6
<PAGE> 37
consult an attorney or an accountant familiar with the federal income and
estate tax laws, as well as their local laws, regarding the tax implications
of a deferred Award in their individual cases.
8.12 This deferral option applies only to participants in those
countries where tax statutes recognize voluntary compensation deferral programs
that are consistent with the terms of this Plan.
8.13 Participants and their beneficiaries, heirs, successors and
assigns shall have no legal or equitable right, interest, or claim in any
property or assets of the Company. Such assets of the Company shall not be held
under any trust for the benefit of participants, their beneficiaries, heirs,
successors or assigns or held in any way as collateral security for the
fulfilling of obligations of the Company under this Plan. Any and all Company
assets shall be and remain the general, unpledged, unrestricted assets of the
Company. The Company's obligation under this Plan shall be an unfunded and
unsecured promise of the Company to pay money in the future.
9. Deferred Compensation and Benefits Trust. Upon the occurrence of any
Potential Change in Control of the Company, the Company shall transfer to the
Deferred Compensation and Benefits Trust an amount of cash, marketable
securities, or other property acceptable to the trustee(s) equal in value to
105% of the amount necessary to pay the Company's obligations under this
Agreement, calculated on an actuarial basis and in accordance with the terms of
the Trust (the "Funding Amount"). The cash, marketable securities, and other
property so transferred shall be held, managed, and disbursed by the trustee(s)
subject to and in accordance with the terms of the Trust. In addition, from time
to time the Company shall make any and all additional transfers of cash,
marketable securities, or other property acceptable to the trustee(s) as may be
necessary in order to maintain the Funding Amount with respect to this Plan.
10. Miscellaneous.
10.1 Assignability. A Participant's right and interest under the Plan
may not be assigned or transferred, except in the event of the Participant's
death, in which event such right and interest shall be transferred to his or her
designated beneficiary, or in the absence of a designation of beneficiary, by
will or in accordance with the laws of descent and distribution of the state of
the Participant's principal residence at the time of death.
10.2 Employment Not Guaranteed. Neither this Plan nor any description
of benefits, company policy or practice, or any action taken hereunder creates a
contract of employment, and shall under no circumstances be construed as giving
a Participant a right to be or remain as an Executive Officer or an employee of
the Company for any period. Any Executive Officer or Participant is employed
solely at the will of the Company, and his or her employment may be terminated
at any time by the Company, with or without cause or reason, notwithstanding any
provision in this Plan, any description of benefits, or any company policy or
practice which may be construed to the contrary.
10.3 Taxes. The Company shall deduct from all Corporate Performance
Awards or Individual Performance Awards all applicable federal and state taxes
required by law to be withheld from such Corporate Financial Performance Awards
or Discretionary Individual Performance Awards. Participants may, upon written
request to the Company, request additional amounts to be withheld from any
Award.
10.4 Construction and Jurisdiction. The Plan shall be construed
according to the laws of the state of Idaho. In the event any lawsuit or legal
action is brought, by any party, person, or entity regarding this Plan, benefits
hereunder, or any related issue, such action or suit may be brought only in
Federal District Court in the District of Idaho.
10.5 Form of Communication. Any election, application, claim, notice or
other communication required or permitted to be made by a Participant to the
Committee or Company shall be made in writing and in such form as the Company
shall prescribe. Such communication shall be effective upon its receipt by the
Company, if sent by first-class mail, postage prepaid and addressed to Manager
of Executive Compensation, Boise Cascade Corporation, 1111 West Jefferson
(83702), P.O. Box 50, Boise, Idaho, 83728-0001.
11. Amendment and Termination. The Committee may amend or terminate the
Plan, at any time, provided that the Committee may not amend or terminate the
Plan so as to adversely affect any benefits earned or accrued by Participants
prior to the date of the amendment or termination. All actions of the
B-7
<PAGE> 38
Committee in this regard shall be evidenced by a duly adopted resolution or
consent action of the Committee.
12. Claims Procedure. Claims for benefits under the Plan shall be filed in
writing, within 90 days after the event giving rise to a claim, with the
Company's Manager of Executive Compensation, who shall have absolute discretion
to interpret and apply the Plan, evaluate the facts and circumstances, and make
a determination with respect to such claim in the name and on behalf of the
Committee. Such written notice of a claim shall include a statement of all facts
believed by the Participant to be relevant to the claim and shall include copies
of all documents, materials, or other evidence that the Participant believes
relevant to such claim. Written notice of the disposition of a claim shall be
furnished the claimant within 90 days after the application is filed. This
90-day period may be extended an additional 90 days by the Committee, in its
sole discretion, by providing written notice of such extension to the claimant
prior to the expiration of the original 90-day period. In the event the claim is
denied, the specific reasons for such denial shall be set forth in writing,
pertinent provisions of the Plan shall be cited and, where appropriate, an
explanation as to how the claimant may perfect the claim or submit such claim
for review will be provided.
13. Claims Review Procedure. Any Participant, former Participant or
Beneficiary of either, who has been denied a benefit claim under Section 12
hereof shall be entitled, upon written request, to a review of his or her denied
claim. Such request, together with a written statement of the claimant's
position, shall be filed no later than 60 days after receipt of the written
notification provided for in Section 12, and shall be filed with the Company's
Manager of Executive Compensation, who shall promptly inform the Committee and
forward all such material to the Committee for its review. The Committee may
meet in person or by telephone to review any such denied claim. The Committee
shall make its decision, in writing, within 60 days after receipt of the
claimant's request for review. The Committee's written decision shall state the
facts and plan provisions upon which its decision is based. The Committee's
decision shall be final and binding on all parties. This 60-day period may be
extended an additional 60 days by the Committee, in its discretion, by providing
written notice of such extension to the claimant prior to the expiration of the
original 60-day period.
14. Effective Date. The Plan shall become effective on January 1, 1995,
provided it is approved by the Company's shareholders at the 1995 annual meeting
of shareholders.
[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.
B-8
<PAGE> 39
[LOGO]
BOISE CASCADE CORPORATION
<PAGE> 40
PROXY
[LOGO] BOISE CASCADE CORPORATION o 1111 W. Jefferson Street (83702),
P.O. Box 50, Boise, Idaho 83728-0001
ANNUAL MEETING OF SHAREHOLDERS, APRIL 21, 1995
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 March 1, 1995, at the
annual meeting of shareholders to be held on April 21, 1995, 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
proposals 2, 3, and 4; and AGAINST proposal 5.
1. Election of Directors: ANNE L. ARMSTRONG ROBERT E. COLEMAN
A. WILLIAM REYNOLDS ROBERT H. WATERMAN, JR.
[ ] FOR [ ] WITHHOLD AUTHORITY WITHHOLD AUTHORITY for the
all nominees for all nominees following nominee(s) only:
write name(s).
--------------------------
2. Appointment of Arthur Andersen LLP as independent accountants for 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to adopt the corporation's Director Stock Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Proposal to adopt the corporation's Key Executive Performance Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. Shareholder proposal regarding classified board.
[ ] 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, 2, 3, AND
4, IF UNMARKED, WILL RECEIVE FOR VOTES AND PROPOSAL 5, IF UNMARKED, WILL
RECEIVE AN AGAINST VOTE.
This card provides voting authority for all holdings of Boise Cascade 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 1150, Pittsburgh, PA 15230-9954
<PAGE> 41
[LOGO]
BOISE CASCADE CORPORATION
Dear Shareholder:
The Boise Cascade Corporation annual meeting of shareholders will be held in
the Company's corporate headquarters building in Boise, Idaho, at 10 a.m.,
Mountain daylight time, April 21, 1995.
Shareholders of record on March 1, 1995, 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 through 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). Participants in the employee savings plans are entitled to
direct the Trustee how to vote both their allocated shares and a portion of any
unvoted or unallocated shares.
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 a vote ANNUAL MEETING OF SHAREHOLDERS
FOR all nominees listed below; FOR APRIL 21, 1995
proposals 2, 3, and 4; and AGAINST proposal 5.
1. Election of Directors: ANNE L. ARMSTRONG ROBERT E. COLEMAN
A. WILLIAM REYNOLDS ROBERT H. WATERMAN, JR.
[ ] FOR [ ] WITHHOLD AUTHORITY WITHHOLD AUTHORITY for the
all nominees for all nominees following nominee(s) only:
write name(s):
-------------------------
2. Appointment of Arthur Andersen LLP as independent accountants for 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to adopt the corporation's Director Stock Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Proposal to adopt the corporation's Key Executive Performance Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. Shareholder proposal regarding classified board.
[ ] 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 15230-9954
(Instructions on Reverse Side)
<PAGE> 42
Printed on Boise Cascade'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 21, 1995
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 powers the undersigned would possess if
personally present and each with the power to appoint his substitute, to
represent and vote all shares of Boise Cascade Corporation common stock held by
the undersigned on March 1, 1995, at the annual meeting of shareholders to be
held on April 21, 1995, and any adjournment thereof. This proxy also provides
voting instructions for shares held by the undersigned 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, 2, 3, and 4,
if unmarked, will receive FOR votes and proposal 5, if unmarked, will receive
an AGAINST vote.
This card also authorizes the proxies to vote, at their discretion, on any
other matters properly coming before the meeting.
(To be SIGNED on other side)
