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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
Only
/X/ Definitive Proxy Statement (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
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
LOGO
BOISE CASCADE
CORPORATION
------------------------------------
ANNUAL MEETING
OF SHAREHOLDERS
BOISE, IDAHO
APRIL 19, 1996
------------------------------------
NOTICE AND PROXY
STATEMENT
<PAGE> 3
NOTICE OF ANNUAL MEETING
LOGO
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<S> <C> <C>
1111 W. Jefferson Street George J. Harad BOISE CASCADE CORPORATION
P.O. Box 50 Chairman
Boise, Idaho 83728-0001 Chief Executive Officer
</TABLE>
March 6, 1996
Dear Shareholder:
You are cordially invited to attend Boise Cascade's annual meeting of
shareholders. The meeting will be held at the Boise Centre On the Grove, 850
West Front Street, Boise, Idaho, at 10 a.m., Mountain daylight time, on Friday,
April 19, 1996. 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 1996.
3. To consider and act upon a proposed amendment to the Company's 1984
Key Executive Stock Option Plan to increase the number of shares of
common stock available for issuance under the plan.
4. To transact any other business that may properly come before the
meeting.
Shareholders of record on February 26, 1996, 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,
LOGO
George J. Harad
<PAGE> 4
PROXY STATEMENT
This statement is being mailed on or about March 6, 1996, 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 1996 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 1999 annual meeting of shareholders and until a successor
has been elected and qualified. All the nominees are presently directors. Nine
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 1999
- -------------------
- -------------------
ROBERT K. JAEDICKE, 67, became a director in 1983. He is
professor (emeritus) of accounting at the Stanford University
Business School and served as dean of Stanford's Graduate
School of Business from 1983 to 1990. Professor Jaedicke is
also a director of Wells Fargo & Company, Homestake Mining
Company, Enron Corp., GenCorp Inc., State Farm Insurance
Companies, and California Water Service Company.
- -------------------
- -------------------
PAUL J. PHOENIX, 68, was elected to the board of directors in
1987. He is the former chairman of the board and chief
executive officer of Dofasco Inc., a steel products company.
He is also a director of The Bank of Nova Scotia, Montreal
Trust Co., Mutual Life of Canada, and GenCorp Inc.
<PAGE> 5
- -------------------
- -------------------
FRANK A. SHRONTZ, 64, 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., 53, 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., Freeport-McMoRan Copper and Gold Inc.,
McMoRan Oil and Gas Company, Graphic Holdings, Inc., and
several private companies.
DIRECTORS WHOSE TERMS EXPIRE IN 1998
- -------------------
- -------------------
ANNE L. ARMSTRONG, 68, was elected to the Company's board for
the second time in 1978. She was originally elected in 1975
but resigned the following year to accept appointment as U.S.
Ambassador to Great Britain. She had served earlier as a
counselor to the President of the United States. Mrs.
Armstrong is chairman of the board of trustees of the Center
for Strategic and International Studies, Washington, D.C. She
is also a director of General Motors Corporation, Halliburton
Company, American Express Company, and Glaxo Wellcome p.l.c.
- -------------------
- -------------------
ROBERT E. COLEMAN, 71, became a director in 1982. He is the
former chairman of the board and chief executive officer of
Riegel Textile Corporation.
- -------------------
- -------------------
A. WILLIAM REYNOLDS, 62, was elected to the board of directors
in 1989. He is the chief executive of Old Mill Group, a
private investment firm. Mr. Reynolds is the former chairman
of the board and chief executive officer of GenCorp Inc., a
diversified manufacturing and service company. He is also a
director of Boise Cascade Office Products Corporation, Eaton
Corporation, and Stant Corporation and chairman of the Federal
Reserve Bank of Cleveland.
- -------------------
- -------------------
ROBERT H. WATERMAN, JR., 59, 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.
<PAGE> 6
DIRECTORS WHOSE TERMS EXPIRE IN 1997
- -------------------
- -------------------
GEORGE J. HARAD, 51, was elected a member of the board and
president of the Company in 1991. He was elected chief
executive officer of Boise Cascade in 1994, became chairman of
the board in 1995, and has been an executive officer of the
Company since 1982. He is also chairman of the board of Boise
Cascade Office Products Corporation and a director of
Allendale Insurance Co.
- -------------------
- -------------------
DONALD S. MACDONALD, 64, was elected to the Company's board
for the second time in February 1996. He was elected
originally in 1978 but resigned in 1986. Mr. Macdonald is
counsel in the Toronto law firm of McCarthy Tetrault. He is
currently chairman of the Institute for Research on Public
Policy, Montreal, and Chairman of the Design Exchange,
Toronto. Mr. Macdonald served as Canadian High Commissioner to
Great Britain and Northern Ireland from 1988 to 1991. In
addition, he was a member of the Canadian House of Commons for
16 years and a former chairman of the Royal Commission on the
Economic Union and Development Prospects for Canada. Between
1968 and 1977, he held the Cabinet positions of President of
the Privy Council; Minister of National Defense; Minister of
Energy, Mines, and Resources; and Minister of Finance. Mr.
Macdonald is chairman and director of Siemens Electric
Limited, and a director of Alberta Energy Company Limited,
Banister Foundation Inc., Celanese Canada Inc., Hambros Canada
Inc., Slough Estates Canada Limited, Sun Life Assurance
Company of Canada, and TransCanada Pipelines Limited.
- -------------------
- -------------------
JAMES A. MCCLURE, 71, became a director in 1991. He served as
a U.S. Representative for Idaho from 1966 through 1972 and as
a U.S. Senator for Idaho from 1972 through 1990. He was a
member of the Senate Energy and Natural Resources Committee,
the Senate Appropriations Committee, and the Senate Rules
Committee. Senator McClure 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, 57, was elected to the board of directors in
1994. She is the former president and chief operating officer
of ALZA Corporation, a therapeutic systems company. Ms. Shaw
is the founder of The Stable Network, which provides
consulting services to the biopharmaceutical industry. She is
also a director of Intel Corporation and McKesson Corporation.
- -------------------
- -------------------
EDSON W. SPENCER, 69, was elected to the board of directors in
1988. He is the former chairman of the board and chief
executive officer of Honeywell Inc., an electronics
manufacturing company. He is also a director of the American
Express Mutual Fund Group and is chairman of the board of
trustees of the Mayo Foundation.
BOARD MEETINGS AND ATTENDANCE OF DIRECTORS
During 1995, the board of directors held six meetings. One director, Ward
W. Woods, Jr., participated in five of the six board meetings but was unable to
participate in several specially scheduled committee meetings, which, in the
aggregate, resulted in his attending less than 75% of the total meetings of the
board and the committees on which he served.
<PAGE> 7
COMMITTEES OF THE BOARD OF DIRECTORS
The board of directors has a Committee of Outside Directors. This
committee, composed of all 12 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 1995, this
committee held three meetings.
The board of directors has an Executive Committee. The committee can
exercise most of the powers and authorities of the full board in the management
of the business and affairs of the Company. The committee chairman is George J.
Harad, and its other members are Mrs. Armstrong and Messrs. Coleman, Shrontz,
and Spencer. During 1995, this committee held two meetings.
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 chairman is Robert E. Coleman, and its other members are Mrs.
Armstrong, Ms. Shaw, and Messrs. Jaedicke, Phoenix, Reynolds, Shrontz, Spencer,
Waterman, and Woods. During 1995, this committee held six 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 chairman is Edson W. Spencer, and its other
members are Ms. Shaw and Messrs. Jaedicke, McClure, and Phoenix. During 1995,
this committee held two meetings.
The board of directors also has a Nominating Committee composed of five
members, none of whom is an officer or employee of the Company. The committee
reviews candidates to be considered for nomination to the board of directors and
makes recommendations to the board. The committee chairman is Frank A. Shrontz,
and its other members are Messrs. McClure, Reynolds, Waterman, and Woods. During
1995, 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 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."
4
<PAGE> 8
DIRECTORS' COMPENSATION
Directors, except those who are also officers of the Company, are paid an
annual retainer of $30,000 plus a fee of $1,500 for each board meeting attended
in person. Committee chairmen receive an additional $6,500 per year. Directors
receive $600 for any meeting of the board or of any committee conducted by
telephone, $600 for personal attendance at the meeting of any committee to which
they are assigned, and $600 for any action by consent in lieu of meeting. The
directors are reimbursed for travel and other expenses related to attendance at
the meetings.
Nonemployee directors may elect to have any or all of their retainers and
meeting fees paid in the form of stock options, rather than cash, through the
Director Stock Compensation Plan ("DSCP"). Under the DSCP, nonemployee directors
must specify by each December 31 the amount 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 was based upon the amount of compensation which he or she has elected
not to receive in cash and the market value of the common stock on July 31,
1995. Seven of the 12 eligible directors participated in the DSCP in 1995, and
seven directors have elected to participate in the plan in 1996.
In 1995, the Company's shareholders approved the Director Stock Option Plan
("DSOP"). Under the DSOP, each individual who is a nonemployee director of the
Company as of January 1 or is elected prior to July 31 will receive a stock
option grant on July 31. Directors elected between August 1 and December 31 will
receive a grant when they are elected to the board. In 1995, each of the
Company's nonemployee directors received 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 was granted. The options are exercisable one year following
the date of grant and expire the earlier of (a) three years following the
director's retirement, resignation, death, or termination as a director of the
Company or (b) ten years after the grant date.
The Company also has a deferred compensation program for nonemployee
directors. The program, first adopted in 1983, allowed each director to defer a
portion of his or her compensation earned between January 1, 1984, and December
31, 1987. The program was subsequently extended to December 1991 and again to
December 1995. In 1995, a new plan was adopted, similar to the previous deferred
compensation plans, which allows each nonemployee director to defer compensation
earned between January 1, 1996, and December 31, 2000.
Under this program, a nonemployee 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 plans in place since 1988, interest
accrues on these accounts at a rate equal to 130% of Moody's Composite Average
of Yields on Corporate Bonds. The plans prior to 1995 provide for a minimum
death benefit based upon the amount of the four-year deferral. The Company has
purchased corporate-owned life insurance policies to help offset the expense of
these plans. The directors' deferred compensation plans provide for payment of
the Company's obligations under the plans through a trust in the event of a
change in control of the Company (as defined in the plans). For more information
on this trust, see "Other Benefit Plans -- Deferred Compensation and Benefits
Trust." As of December 31, 1995, eight current directors were participating in
the deferred compensation program.
CONSULTING AND LEGAL 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
5
<PAGE> 9
in 1995 and has retained the firm's services for 1996. These consulting services
are retained independently of Mr. McClure's service on the Company's board of
directors.
Donald S. Macdonald is counsel in the law firm of McCarthy Tetrault located
in Toronto, Ontario, Canada. During 1995, this firm provided legal services to
the Company and certain of its affiliates, and the Company expects to use
McCarthy Tetrault's services in 1996. These legal services are retained
independently of Mr. Macdonald's service on the Company's board of directors.
2. RATIFICATION OF APPOINTMENT OF AUDITORS
Subject to shareholder ratification, the board of directors has appointed
the public accounting firm of Arthur Andersen LLP to be the Company's
independent auditors for 1996. 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 1996.
The Board of Directors Unanimously Recommends a Vote "FOR" Ratification
of the Appointment of Arthur Andersen LLP as Auditors for 1996.
3. APPROVAL OF AN AMENDMENT TO THE 1984 KEY EXECUTIVE STOCK OPTION PLAN
The Company's shareholders are asked to consider and approve an amendment
to the Company's 1984 Key Executive Stock Option Plan (the "KESOP") which will
increase the number of shares of common stock which may be issued under the
KESOP by 1,100,000 shares.
Under the KESOP, the Executive Compensation Committee of the board of
directors may grant options for key employees, including executive officers of
the Company and its subsidiaries, to purchase shares of the Company's $2.50 par
value common stock. Nonemployee directors are not eligible for grants under the
plan. Twenty-four executive officers and 176 other key employees received option
grants under the plan in 1995. The plan permits the grant of options through
July 24, 2004.
Since the adoption of the plan in 1983, options have been granted under the
plan to purchase a total of 8,081,944 shares of the Company's common stock.
Since 1984, 2,431,267 of these shares of common stock have been purchased
pursuant to the exercise of options, 4,340,033 shares remain subject to option,
and 1,310,644 shares have expired unexercised. There are 432,434 shares
currently available for future stock option grants under the plan. In December
1995, the board of directors amended the KESOP, subject to shareholder approval,
to increase by 1,100,000 the number of shares of the Company's common stock
which may be available under the plan. If shareholders approve this amendment, a
total of 1,532,434 shares of the Company's common stock will be available for
issuance pursuant to exercise of options which may be granted under the KESOP.
The number of shares which will be available for future grants under the KESOP
and under the Company's two director stock plans (Director Stock Compensation
Plan and Director Stock Option Plan, described under "Election of
Directors -- Directors' Compensation"), plus the number of shares currently
granted and unexercised under these plans, is less than 9.9% of the Company's
fully diluted outstanding common stock.
The board believes that this amendment is essential to maintain the
Company's balanced and competitive total compensation program. Through the
KESOP, key employees of the Company have a portion of their total compensation
dependent upon the long-term growth of the Company and improvement in
shareholder value. The KESOP is also an essential factor in the Company's
ability to attract and retain highly qualified managerial personnel to fill key
positions within the Company. It has been and is expected to be a significant
factor in the development of the Company's managerial organization and the
growth of its business. In order to maintain the continuity and consistency of
the program, as well as to minimize administrative costs and complexity, the
board believes it is preferable to authorize additional shares for issuance
under the plan rather than have the Company adopt and implement an entirely new
plan.
Options under the KESOP must be granted at the fair market value of the
Company's common stock on the date of grant. The plan does not permit
"repricing" of already granted options. The exercise price
6
<PAGE> 10
may be paid in the form of (a) cash, (b) Company stock having a fair market
value equal to the exercise price, (c) the proceeds of a loan authorized by the
Executive Compensation Committee, or (d) any combination of the foregoing. As of
February 26, 1996, the closing price of the Company's common stock on the New
York Stock Exchange was $37.50 per share.
Amendments. The board of directors is authorized to amend the KESOP at any
time. However, shareholders must approve amendments (other than an adjustment by
reason of a stock split, stock dividend, capitalization, merger, consolidation,
or certain other events) which (a) increase the total number of shares that may
be purchased through options, (b) change the employee eligibility requirements,
(c) change the provisions regarding grant price, (d) permit any person who is a
member of the committee to receive an option, (e) change the manner of computing
the amount to be paid through a stock appreciation right, (f) materially
increase the cost of the KESOP to the Company or the benefits to participants,
or (g) extend the period for granting options or stock appreciation rights.
Federal Income Tax Consequences. Under current federal law, an employee
who is granted a stock option is not subject to income taxation upon the grant
of an option under the KESOP. Upon exercise of an option, the employee will
realize ordinary income equal to the excess of the fair market value of the
common stock at that time over the exercise price. In general, the basis of
shares acquired upon option exercise will be their fair market value on the date
of exercise. The Company will be entitled to a federal income tax deduction at
the time and in the same amount as the employee realizes ordinary income on the
exercise of an option.
No incentive stock options or tax offset bonuses have been granted under
the plan, and all previously granted SARs were canceled by the Company effective
May 1, 1991. No SARs have been granted since that date.
Additional Information. It is not possible to state the amount of options
under the KESOP which will be granted in 1996 to specific officers, officers as
a group, or nonofficer employees as a group. Nonemployee directors are not
eligible for grants under the KESOP. The plan does not permit grants to any one
individual, during the life of the plan, of options to purchase more than 15% of
the total number of shares authorized for issuance under the plan. More
information regarding options granted and exercised under the KESOP can be found
under "Compensation Tables -- Stock Options." These tables disclose the benefits
under the KESOP actually provided to Company employees and executive officers in
1995; these amounts would not have been different under the plan as proposed to
be amended. A copy of the plan is on file with the Securities and Exchange
Commission.
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
this amendment to the KESOP. Abstentions and broker nonvotes are not counted as
votes cast either for or against the proposal.
The Board of Directors Unanimously Recommends a Vote "FOR" the Approval
of the Amendment to the 1984 Key Executive Stock Option Plan.
4. 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.
7
<PAGE> 11
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
According to information furnished to the Company by the directors,
nominees for director, and executive officers, the shares of Company common
stock beneficially owned by them on December 31, 1995, were as follows:
OWNERSHIP OF COMPANY STOCK
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<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
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<S> <C> <C>
DIRECTORS(1)
Anne L. Armstrong............................................................ 5,269 *
Robert E. Coleman............................................................ 4,987 *
George J. Harad.............................................................. 502,171(2) 1%
Robert K. Jaedicke........................................................... 1,496 *
Donald S. Macdonald.......................................................... 700 *
James A. McClure............................................................. 3,365 *
Paul J. Phoenix.............................................................. 3,084 *
A. William Reynolds ......................................................... 17,380 *
Jane E. Shaw................................................................. 2,044 *
Frank A. Shrontz............................................................. 4,000 *
Edson W. Spencer............................................................. 14,770 *
Robert H. Waterman, Jr. ..................................................... 9,666 *
Ward W. Woods, Jr............................................................ 16,583 *
OTHER NAMED EXECUTIVES
Peter G. Danis Jr............................................................ 151,948(2) *
N. David Spence.............................................................. 107,991(2) *
Richard B. Parrish........................................................... 120,337(2) *
Alice E. Hennessey........................................................... 133,755(2) *
All directors, nominees for director,
and executive officers as a group(1)(2)(3)................................. 2,099,067 4.03%
</TABLE>
* Less than 1% of class
- --------------------------------------------------------------------------------
(1) Beneficial ownership for the directors includes all shares held of record or
in street name, plus options granted but unexercised under the Director
Stock Compensation Plan ("DSCP") and Director Stock Option Plan ("DSOP"),
described under "Election of Directors -- Directors' Compensation." The
number of shares subject to options under the DSCP included in the
beneficial ownership table is as follows: Mrs. Armstrong, 2,769 shares; Ms.
Shaw, 1,044 shares; and Messrs. Coleman, 1,987 shares; McClure, 2,115
shares; Phoenix, 1,751 shares; Reynolds, 6,380 shares; Spencer, 1,264
shares; Woods, 5,583 shares; and directors as a group, 22,893 shares. The
number of shares subject to options under the DSOP included in the
beneficial ownership table is as follows: 1,000 shares for each nonemployee
director (except Mr. Macdonald) and 11,000 shares for the directors as a
group.
(2) The beneficial ownership for these executive officers includes all shares
held of record or in street name, plus options granted but unexercised under
the 1984 Key Executive Stock Option Plan ("KESOP"), described under
"Compensation Tables -- Stock Options," and interests in shares of common
stock held in the Company Common Stock Fund by the trustee of the Company's
Savings and Supplemental Retirement Plan ("SSRP"), a defined contribution
plan qualified under Section 401(a) of the Internal Revenue Code. The
following table indicates the nature of each executive's stock ownership and
also shows the number of shares of convertible preferred stock, Series D,
held in the Employee Stock Ownership Plan ("ESOP") fund of the SSRP, 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>
George J. Harad.............................. 3,050 491,650 7,471 552
Peter G. Danis Jr............................ 1,740 146,417 3,791 372
N. David Spence.............................. 37 106,083 1,871 162
Richard B. Parrish........................... 3,358 114,234 2,745 372
Alice E. Hennessey........................... 7,680 117,234 8,841 308
All executive officers as a group............ 27,389 1,897,032 91,302 9,760
</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.
8
<PAGE> 12
On December 31, 1995, the Company's directors, nominees for director, and
executive officers beneficially owned the indicated number of shares of common
stock of the Company's majority-owned subsidiary, Boise Cascade Office Products
Corporation:
OWNERSHIP OF BOISE CASCADE OFFICE PRODUCTS CORPORATION STOCK
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
COMMON UNEXERCISED
SHARES OPTION TOTAL
NAME OF BENEFICIAL OWNER OWNED(1) SHARES SHARES(2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DIRECTORS
George J. Harad ......................................................... 1,000 0 1,000
A. William Reynolds ..................................................... 10,000 2,000 12,000
OTHER NAMED EXECUTIVES
Peter G. Danis Jr. ...................................................... 10,000 67,400 77,400
All directors, nominees for director, and executive officers as a
group.................................................................. 26,945 111,800 138,745
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes direct and indirect ownership.
(2) The individual and aggregate beneficial ownership represents less than 1% of
the outstanding shares.
EXECUTIVE COMPENSATION
The Executive Compensation Committee of the board of directors, consisting
entirely of nonemployee directors, is responsible for approving the compensation
programs and individual salaries for the Company's executive officers. The
following report is intended to assist shareholders in understanding the basis
for the committee's compensation decisions during 1995.
EXECUTIVE COMPENSATION COMMITTEE REPORT
The Company is committed to providing fair and competitive total
compensation to all employees. The Company's executive compensation program is
designed to attract, motivate, reward, and retain the broad-based management
talent critical to the Company's achievement of its objectives.
Compensation for all the Company's employees, including its executive
officers, is based on each employee's job responsibilities and on his or her
individual performance over time. In order to ensure that compensation levels
remain 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 31 other companies within the forest
products industry. (Of these, 13 are included among the 14 companies in the
paper and forest products company index included in the performance graph
following this report.) The companies within the forest products industry used
for this purpose are selected primarily because comparable levels of
responsibility can be identified for executives within these companies. The
Company also collects information regarding compensation practices of
approximately 287 Fortune 500 manufacturing companies. Collectively, these
forest products industry and manufacturing companies are referred to as "peer
group" companies in this report. In addition to the compensation information
regarding peer group companies, the Company and the Executive Compensation
Committee utilize information regarding executive compensation programs provided
by human resource consulting firms, including, in 1995, Hewitt Associates,
Management Compensation Services, Stern Stewart & Co., 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 fair and competitive compensation and form an appropriate relationship
between an executive's compensation, the executive's performance, and the
Company's performance. The Company's executive compensation plans also reflect
the committee's intent that compensation paid to executive officers will qualify
for federal income tax deduction by the Company. However, the committee
recognizes that an element of subjective judgment is inherent in executive
compensation decisions and reserves the authority to make compensation payments
that may not necessarily satisfy federal tax law requirements regarding
deductibility.
9
<PAGE> 13
During 1995, compensation for executive officers and key managers was
directly linked to the Company's performance through a cash-based annual
variable (at-risk) incentive component and was also linked to the growth in the
value of the Company's stock through a stock option program.
Base Salary. A salary guideline is established for each salaried position
in the Company, including each executive officer position. The midpoint of each
salary guideline is generally equal to the average salary adjusted for company
size (sales) of equivalent positions at the peer group companies. The committee
determines each executive officer's base salary by reviewing his or her
sustained job performance over time, based on individual performance and
performance of the business or staff unit over which the executive officer
exercises responsibility. Business or staff unit performance is assessed against
such measures as economic value added, return on total capital, 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 has been approved by the Company's shareholders, and it, together with
similar plans covering managers in specific operating divisions or locations, is
applicable to about 550 of the Company's key managers, including all executive
officers. The plan covering executive officers is administered by the Executive
Compensation Committee. The committee has established a target payout for the
chief executive officer which, over time (a complete business cycle), should
average approximately 60% of the chief executive officer's base salary, assuming
satisfactory Company performance. Prior to 1996, this target payout was 44% but
was increased by the committee based on a review of incentive compensation
practices of peer group companies and the committee's desire to increase the
incentive portion of the chief executive officer's total compensation.
For 1995, the criteria for the executive officer plan (including the chief
executive officer) specified percentages of the participants' compensation to be
paid as additional cash compensation based on improvements in the Company's
economic value added ("EVA"(R)). Economic value added is determined by
calculating the Company's income from operations and subtracting a cost of
capital charge. The cost of capital charge is intended to represent an estimated
average of the Company's weighted pretax cost of capital. The Company adopted
the EVA-based incentive plan because studies showed that for Boise Cascade,
increases in EVA correlated more closely than any other financial measure with
increases in shareholder value. The actual payout under this plan, if any, will
vary from year to year, depending on the Company's financial performance during
each year. Target payout amounts, over time, for executive officers also vary
depending on each officer's level of responsibility and competitive compensation
practices.
For the chief executive officer, payment under the 1995 program was about
122% of base salary and is reported in the Summary Compensation Table. No
payment was made to executive officers under the 1993 program. Amounts paid in
1994 under the variable incentive program, including a discretionary incentive
payment, are reflected in the Summary Compensation Table.
Stock Options. The Company's long-term incentive compensation for
executive officers and other key managers is provided through grants of stock
options. The stock option plan has been approved by the Company's shareholders
and is administered by the Executive Compensation Committee of the board of
directors. Stock options have generally been granted to plan participants each
year. The number of stock options granted is determined by a competitive
compensation analysis and consultants' recommendations and is based on each
individual's salary guideline and responsibility. The committee may also
consider the number and exercise price of options granted to individuals in the
past. Corporate or business unit measures are not used by the committee in
determining the size of individual option grants. All grants have been made with
an exercise price equal to the fair market value of the Company's common stock
on the date of grant.
During 1995, stock options were granted to the Company's executive officers
and other participating employees. Mr. Harad received a grant of an option to
purchase 77,200 shares of the Company's common stock. In determining the number
of shares to include in Mr. Harad's grant, the committee
10
<PAGE> 14
considered information about stock option grants to chairmen and chief executive
officers of the peer group companies, the number of shares granted to other
chief executive officers and the value of those options, the size of grants
offered to the Company's other executive officers, and the number and exercise
price of shares Mr. Harad had under previous grant.
The stock option plan limits the number of shares that can be issued to any
individual over the life of the plan to 15% of the total number of shares
authorized by shareholders for issuance under the plan. This provision reflects
the committee's view that the stock option plan is intended to provide long-term
incentive compensation to a relatively broad spectrum of the Company's
executives.
Other Compensation Plans. Each of the Company's executive officers is
entitled to receive additional compensation in the form of payments,
allocations, or accruals under various compensation and benefit plans, as
described more fully in the footnotes to the Summary Compensation Table and
under the heading "Other Benefit Plans" in this proxy statement. Each of these
plans or programs is an integral part of the Company's overall compensation
program, which is designed to fairly compensate and effectively motivate
superior long-term job performance and to enable the Company to continue to
attract and retain executives with the abilities to build and manage the Company
into the future.
Compensation of Chief Executive Officer. Each year, the committee reviews
the criteria discussed under "Base Salary" above and establishes the chief
executive officer's base salary. The chief executive officer's performance is
formally reviewed by the Executive Compensation Committee against a written
performance plan. In 1995, the committee set Mr. Harad's base salary at $687,504
per year. This reflects Mr. Harad's 24 years of experience with the Company, his
responsibilities as chief executive officer, and his role in the Company's
strategic positioning, cost-effectiveness programs, and Total Quality evolution.
This salary rate is at approximately the midpoint of the designated salary
guideline ($684,000) for the Company's chief executive officer. Mr. Harad also
received payments under the Company's incentive compensation plan, as previously
described.
Executive Compensation Committee of the Board of Directors.
Robert E. Coleman, Chairman
Anne L. Armstrong
Robert K. Jaedicke
Paul J. Phoenix
A. William Reynolds
Jane E. Shaw
Frank A. Shrontz
Edson W. Spencer
Robert H. Waterman, Jr.
Ward W. Woods, Jr.
11
<PAGE> 15
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 In-
(Fiscal Year Covered) cade Corp. est Products dex
<S> <C> <C> <C>
1990 100 100 100
1991 90.10 126.84 130.47
1992 88.11 145.03 140.41
1993 100.59 159.84 154.56
1994 117.29 166.55 156.60
1995 153.72 183.37 215.45
</TABLE>
<TABLE>
<CAPTION>
BASE
PERIOD RETURN RETURN RETURN RETURN RETURN
COMPANY/INDEX NAME 1990 1991 1992 1993 1994 1995
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Boise Cascade Corp. $100 $ 90.10 $ 88.11 $100.59 $117.29 $153.72
Paper & Forest Products 100 126.84 145.03 159.84 166.55 183.37
S&P 500 Index 100 130.47 140.41 154.56 156.60 215.45
</TABLE>
In 1995, Boise Cascade's total return to shareholders was 31.1%, compared
with 10.1% for the paper and forest products sector of the Standard & Poor's 500
and 37.6% for the Standard & Poor's 500 itself.
For the three-year period ending December 31, 1995, Boise Cascade's total
return to shareholders was 74.7%, compared with 24.3% for the paper and forest
products sector of the Standard & Poor's 500 and 52.8% for the Standard & Poor's
500 itself.
12
<PAGE> 16
COMPENSATION TABLES
The individuals named in the following tables include the Company's chief
executive officer and the four other most highly compensated executive officers
of the Company during 1995.
The following table describes compensation earned by the named individuals
during each of the last three years:
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
-------------------------------------- SECURITIES
OTHER UNDERLYING
ANNUAL OPTIONS/ ALL OTHER
SALARY($) BONUS($) COMPENSATION($) SARS(#) COMPENSATION($)
NAME AND PRINCIPAL POSITION YEAR (2) (3) (4) (5) (6)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George J. Harad, 1995 $671,880 $838,824 $ 487 77,200 $63,904
Chairman and Chief 1994 532,349 349,190 156 202,200 40,696
Executive Officer 1993 435,003 0 669 39,200 18,393
Peter G. Danis Jr., 1995 385,800 398,762 839 0(1) 49,684
Executive Vice President and 1994 366,000 191,345 2,440 22,300 45,356
General Manager, 1993 366,000 0 87,437 22,300 40,407
Office Products
Distribution(1)
N. David Spence, 1995 278,556 292,262 121 19,700 41,055
Senior Vice President 1994 256,242 135,757 487 16,400 23,837
and General Manager, 1993 239,502 0 0 14,500 19,435
Paper Division
Richard B. Parrish, 1995 264,558 274,361 0 19,700 28,236
Senior Vice President, 1994 253,257 133,839 0 16,400 31,584
Building Products 1993 245,004 0 0 14,500 27,092
Alice E. Hennessey, 1995 263,850 272,711 0 19,700 32,189
Senior Vice President, 1994 255,501 134,882 0 16,400 33,729
Human Resources and 1993 248,004 0 310 16,400 29,349
Corporate Relations
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Danis is also president and chief executive officer, Boise Cascade
Office Products Corporation. The Company paid $91,500 of Mr. Danis' 1995
salary; the remainder of his 1995 salary, his 1995 bonus, and most of his
"All Other Compensation" were paid by Boise Cascade Office Products
Corporation. During 1995, Mr. Danis was not granted an option to purchase
shares of the Company's common stock. He was granted an option during 1995,
by the Compensation Committee of the Boise Cascade Office Products
Corporation board of directors, to purchase 67,400 shares of Boise Cascade
Office Products Corporation's $.01 par value common stock under its Key
Executive Stock Option Plan.
(2) Includes amounts deferred under the Company's SSRP and 1986 Executive
Officer Deferred Compensation Plan.
(3) Payments, if any, under the Company's variable incentive compensation
program. See "Executive Compensation -- Executive Compensation Committee
Report -- Annual Variable Incentive Compensation."
(4) The amounts shown in this column reflect the amount of federal income tax
incurred by the named executive and paid by the Company 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
incurred by the Company during these years for all the various perquisites
provided to 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 $50,000 or 10% of the executive's compensation during
each year.
(5) Grants under the Company's 1984 Key Executive Stock Option Plan.
13
<PAGE> 17
(6) Amounts disclosed in this column include the following:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COMPANY MATCHING
CONTRIBUTIONS TO
THE 1986 ACCRUALS OF
EXECUTIVE ABOVE-MARKET COMPANY-
OFFICER INTEREST ON 1986 COMPANY PAID PORTION
DEFERRED EXECUTIVE OFFICER ALLOCATIONS TO OF EXECUTIVE
COMPENSATION OR DEFERRED THE EMPLOYEE OFFICER LIFE
SSRP PLANS COMPENSATION PLAN STOCK OWNERSHIP INSURANCE
YEAR ($)(*) BALANCES ($) PLAN ($) PROGRAMS ($)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
George J. Harad................. 1995 $37,635 $ 8,560 $2,000 $15,709
1994 27,609 6,855 3,000 3,232
1993 6,720 6,758 1,600 3,315
Peter G. Danis Jr. ............. 1995 21,166 22,336 2,000 4,182
1994 18,446 19,795 3,000 4,115
1993 15,372 19,017 1,600 4,418
N. David Spence ................ 1995 15,220 5,630 1,180 19,025
1994 12,944 4,688 1,595 4,610
1993 10,059 4,281 784 4,311
Richard B. Parrish ............. 1995 14,582 9,145 2,000 2,509
1994 12,787 7,795 3,000 8,002
1993 10,290 7,484 1,600 7,718
Alice E. Hennessey ............. 1995 14,580 14,169 2,000 1,440
1994 12,898 12,414 3,000 5,417
1993 10,416 11,831 1,600 5,502
- ------------------------------------------------------------------------------------------------------------------
</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 generally
credited with imputed interest at a rate equal to 130% of Moody's Composite
Average of Yields on Corporate Bonds. The Company's SSRP is a profit-sharing
plan qualified under Section 401(a) of the Internal Revenue Code which
contains a cash or deferred arrangement meeting the requirements of Section
401(k) of the Code.
Stock Options. The following table provides detailed information regarding
option grants under the Company's 1984 Key Executive Stock Option Plan ("KESOP")
during 1995 to the five executives named in the Summary Compensation Table as
well as to all executive officers as a group and nonofficer employees as a
group:
OPTION/SAR GRANTS IN 1995
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
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>
George J. Harad............... 77,200 10.3% $43.875 7/28/05 $ 2,130,162 $ 5,398,243
Peter G. Danis Jr.(3)......... 0 -- -- -- -- --
N. David Spence............... 16,400 2.2 43.875 7/28/05 452,521 1,146,777
3,300 0.4 40.625 9/29/05 84,311 213,661
Richard B. Parrish............ 16,400 2.2 43.875 7/28/05 452,521 1,146,777
3,300 0.4 40.625 9/29/05 84,311 213,661
Alice E. Hennessey............ 16,400 2.2 43.875 7/28/05 452,521 1,146,777
3,300 0.4 40.625 9/29/05 84,311 213,661
Executive officers 302,000 40.3 43.875 7/28/05 8,333,016 21,117,480
as a group.................. 13,200 1.8 40.625 9/29/05 337,245 854,644
Nonofficer employees as a
group....................... 433,600 57.9 43.875 7/28/05 11,964,224 30,319,667
- --------------------------------------------------------------------------------------------------------------------
</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 1995 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 required 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
$43.875, at July 28, 2005, the Company's outstanding common stock would be
trading at $71.47 and $113.80 per share, respectively, which represents in
aggregate a potential realizable increase in stock value for common stock
shareholders of $1.318 billion and $3.340 billion, respectively. In
addition, 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 1995, Mr. Danis was not granted an option to purchase shares of the
Company's common stock. He was granted an option during 1995, by the
Compensation Committee of the Boise Cascade Office Products Corporation
board of directors, to purchase 67,400 shares of Boise Cascade Office
Products Corporation's $.01 par value common stock under its Key Executive
Stock Option Plan.
14
<PAGE> 18
The following table sets forth information concerning the exercise of stock
options during 1995 and the year-end value of all unexercised stock options
granted under the KESOP to the five executives named in the Summary Compensation
Table.
AGGREGATE OPTION/SAR EXERCISES FOR 1995 AND 1995 OPTION/SAR VALUES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/ OPTIONS/SARS AT
SHARES ACQUIRED VALUE SARS AT 12/31/95(#) 12/31/95($)
NAME UPON EXERCISE REALIZED(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
George J. Harad......... 12,500 $ 95,398 383,200/108,450 $3,479,113/304,688
Peter G. Danis Jr. ..... 14,167 134,690 146,417/ 0 1,033,738/ 0
N. David Spence......... 0 0 86,383/ 19,700 753,613/ 0
Richard B. Parrish...... 0 0 94,534/ 19,700 690,638/ 0
Alice E. Hennessey...... 8,334 58,263 97,534/ 19,700 753,950/ 0
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The "value realized" represents the difference between the option's exercise
price and the value of the Company's common stock at the time of exercise.
(2) This column indicates the aggregate amount, if any, by which the common
stock share price on December 29, 1995, $34.625, exceeded the options'
exercise price.
OTHER BENEFIT PLANS
Deferred Compensation. Under the Company's 1982 Executive Officer Deferred
Compensation Plan, individuals elected as executive officers prior to January 1,
1987, had an opportunity to defer between 6% and 10% of their total compensation
earned during a period of four years. In addition, each participant could elect
to have an amount of up to 3.6% of his or her compensation contributed to the
plan by the Company in lieu of Company matching contributions to the Company's
Savings and Supplemental Retirement Plan ("SSRP"). This plan is not funded, and
the cost of the plan to the Company has been largely offset by participant
salary deferrals. The benefit payable upon retirement at age 65 is determined by
the amount of salary deferred, any amounts contributed by the Company, and the
number of years to normal retirement age at the time of contribution. The
benefits are payable, over a 15-year period, in equal monthly installments.
Participants may also elect to receive their accrued account amount in a lump
sum, subject to a 10% penalty and suspension of the opportunity to make
contributions to any deferred compensation plan of the Company for a specified
period of time.
The following table sets forth the contributions and benefits under this
plan for the named individuals participating in the plan as of December 31,
1995.
<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
Richard B. Parrish............................................. 42 71,343 113,688
Alice E. Hennessey............................................. 39 68,551 96,408
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE> 19
Pension Plan. The estimated annual benefits payable upon retirement at age
65 under the Company's Pension Plan for Salaried Employees for specified
high-five-year average remuneration and years-of-service classifications are
described in the following table:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
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, 1995, for each of the executive officers listed in the Summary
Compensation Table were as follows: George J. Harad, 25; Peter G. Danis Jr., 28;
N. David Spence, 19; Richard B. Parrish, 35; and Alice E. Hennessey, 33.
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,
1995, be based on the following compensation amounts, which represent the
highest average of each executive's annual compensation during any five
consecutive years for 1986 through 1995: Messrs. Harad, $558,567; Danis,
$435,768; Spence, $268,518; 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
16
<PAGE> 20
of the officer's benefit calculated under the Pension Plan for Salaried
Employees without reduction due to early retirement.
Executive Officer Agreements. The Company has entered into agreements with
all the executive officers of the Company which formalize the Company's
intention to pay severance benefits in the event that any of those persons'
employment with the Company is terminated subsequent to a change in control of
the Company (as defined in the agreements). Similar agreements have also been
entered into by Boise Cascade Office Products Corporation with Mr. Danis and two
other executive officers who are employees of Boise Cascade Office Products
Corporation. The board of directors believes that these executive officers have
made and will continue to make substantial contributions to the Company and its
future business prospects. The agreements are intended to induce the executive
officers to remain in the employ of the Company or its subsidiaries and to help
ensure that the Company and the board of directors will have the benefit of
these executive officers' services without distraction in the face of a change
in control of the Company. The agreements provide severance benefits and
generally protect benefits the executive officers have already earned or have a
reasonable right to expect, based on existing Company benefit plans, in the
event of termination of employment as a consequence of a change in control.
Under the agreements, benefits are paid if, after a change in control, the
Company terminates the executive other than for cause or disability (as defined
in the agreements) or if the executive terminates his or her employment
following certain actions (as specified in the agreements) by the Company which
would adversely affect the executive. These severance benefits include: (a) the
employee's salary through the termination date; (b) severance pay equal to three
times the executive's annual base salary and target incentive pay, reduced by
any severance pay which the executive receives in accordance with the Company's
Severance Pay Policy for Executive Officers, which is currently an amount equal
to the executive's annual base salary; (c) vacation pay in accordance with the
Company's Vacation Policy; (d) an amount equal to any earned but unpaid bonus
under the Key Executive Performance Plan (or substitute plan) for the year
preceding termination and an award under the Key Executive Performance Plan (or
substitute plan) equal to the greater of the executive's target award prorated
through the month in which termination occurs or the actual award through the
end of the month prior to termination based upon the award criteria for the plan
in which the executive is participating prorated through the month in which
termination occurs; (e) a cash payment in exchange for cancellation of stock
options held by the executive equal to the net value of the options (as
determined in accordance with the agreements); (f) benefits under the Company's
Supplemental Early Retirement Plan; and (g) certain additional retirement and
other employee benefits. The agreements also provide that following such
termination of employment, the Company will maintain, at the Company's expense,
in full force and effect for up to one year, all employee benefit plans and
programs in which the executive was entitled to participate immediately prior to
the date of termination, or will substitute arrangements providing substantially
similar benefits, and will also continue its participation in the Executive
Officer Life Insurance Program until the insurance policy is fully paid. The
agreements also provide that the Company will pay legal fees and expenses
incurred by the executive to enforce his or her rights or benefits under the
agreements.
Under the agreements, each executive officer is obligated to remain in the
employ of the Company for a period of six months following the first potential
change in control of the Company (as defined in the agreements). The aggregate
amount of payments and other benefits (not including legal fees, if any) which
would be paid pursuant to the executive officer agreements in excess of the plan
benefits to which the executive would be entitled absent the agreements, if
determined as of December 31, 1995, would be approximately as follows: Messrs.
Harad, $4,307,925; Danis, $2,900,429 (from Boise Cascade Office Products
Corporation); Spence, $1,174,630; and Parrish, $1,075,532; and Mrs. Hennessey,
$1,101,070 (payments which would be made subsequent to the termination date have
been discounted as of December 31, 1995, in accordance with the requirements of
Section 280G of the Internal Revenue Code, at a rate of 7%). In the case of Mr.
Harad, the foregoing amount includes $1,022,088 for the present value of
benefits under the Company's Supplemental Early Retirement Plan and split-dollar
life insurance program, which do not otherwise vest until Mr. Harad attains age
55. 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, 1998, 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
17
<PAGE> 21
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.
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 1995 was $975,310.
INFORMATION AVAILABLE TO SHAREHOLDERS
The Company's 1995 Annual Report is being mailed to shareholders with this
proxy statement. Copies of the 1995 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 1997
annual meeting of shareholders must submit their proposals for receipt by the
Company not later than November 6, 1996.
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.
18
<PAGE> 22
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 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, 1995, 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 PERCENT
NAME AND ADDRESS BENEFICIALLY OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNED CLASS
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, John R. Simplot Self-Declaration 3,176,300(1) 6.6%
$2.50 Par Value of Revocable Trust
J.R. Simplot, Trustee
999 Main Street
Boise, ID 83702
Common Stock, State Street Bank and 3,130,850(2) 6.6%
$2.50 Par Value Trust Company*
225 Franklin Street
Boston, MA 02110
---------------------------------------------------------------
Convertible State Street Bank and Trust Company, as Trustee for 6,117,774(3) 100%
Preferred Stock, Series D the
Boise Cascade Corporation Employee Stock Ownership
Plan (ESOP)
225 Franklin Street
Boston, MA 02110
---------------------------------------------------------------
Depositary Shares of Conversion Reliance Financial Services Corp. 500,000(4) 5.8%
Preferred Stock, Series G Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
Depositary Shares of Conversion Scudder, Stevens & Clark, Inc. 1,193,700(5) 13.8%
Preferred Stock, Series G 345 Park Avenue
New York, NY 10154
Depositary Shares of Conversion Wellington Management Company 1,184,900(6) 13.7%
Preferred Stock, Series G 75 State Street
Boston, MA 02109
</TABLE>
* Approximately 74.6% of these shares are held by State Street Bank and Trust
Company in its capacity as trustee for the Company's employee savings plans.
- --------------------------------------------------------------------------------
(1) John R. Simplot Self-Declaration of Revocable Trust, J.R. Simplot, Trustee,
reported on a Schedule 13D that it was the beneficial owner of 3,176,300
shares of the Company's common stock. This report indicates that John R.
Simplot Self-Declaration of Revocable Trust has sole voting and investment
power for 3,176,000 shares and shared voting and investment power for 300
shares.
(2) State Street Bank and Trust Company reported on a Schedule 13G that it was
the beneficial owner of 3,130,850 shares of the Company's common stock.
Included in the reported shares were 2,335,224 shares of Boise Cascade
common stock held by State Street Bank and Trust Company as trustee for
three of the Company's defined contribution plans, representing
approximately 4.9% of the Company's common stock outstanding on that date.
The trustee, subject to participants'
19
<PAGE> 23
instructions, has voting and investment authority for these shares held in
the Company's plans. State Street Bank and Trust Company has sole voting
power for 588,026 shares, sole investment power for 795,126 shares, and
shared investment power for 500 shares not held as trustee for the Company's
benefit plans.
(3) State Street Bank and Trust Company, as trustee for the Employee Stock
Ownership Plan ("ESOP") fund of the Savings and Supplemental Retirement
Plan, held 6,117,774 shares of the preferred stock. The shares of preferred
stock held by the ESOP represent approximately 11.2% of the Company's voting
securities outstanding as of December 31, 1995. The trustee, subject to
participants' instructions, has voting and investment authority for the ESOP
shares. The shares of preferred stock held by the ESOP are convertible into
approximately 4,916,060 shares of the Company's common stock, which would
represent approximately 9.2% of the Company's common stock outstanding on
December 31, 1995, assuming the shares of preferred stock were converted as
of that date.
(4) Reliance Financial Services Corporation reported on a Schedule 13G that it
was the beneficial owner of 500,000 depositary shares of the Company's
conversion preferred stock, Series G. This report indicates that Reliance
Financial Services Corporation has sole voting and investment power for all
500,000 depositary shares.
(5) Scudder, Stevens & Clark, Inc., reported on a Schedule 13G that it was the
beneficial owner of 1,193,700 depositary shares of the Company's conversion
preferred stock, Series G. This report indicates that Scudder, Stevens &
Clark, Inc., has sole voting power for 746,600 depositary shares, shared
voting power for 146,600 depositary shares, and sole investment power for
all 1,193,700 depositary shares.
(6) Wellington Management Company reported on a Schedule 13G that it was the
beneficial owner of 1,184,900 depositary shares of the Company's conversion
preferred stock, Series G. This report indicates that Wellington Management
Company has shared voting power for 791,700 depositary shares and shared
investment power for all 1,184,900 depositary shares.
PROXIES AND VOTING AT THE MEETING
As of February 26, 1996, the record date for the determination of
shareholders entitled to vote at the meeting, 47,872,214 shares of the Company's
common stock; 6,089,202 shares of the Company's convertible preferred stock,
Series D; and 862,500 shares of the Company's conversion preferred stock, Series
G, were outstanding. Each holder of record of the outstanding shares of common
stock and Series D and Series G preferred stock on the record date is entitled
to one vote for each share held on every matter submitted to the meeting.
Holders of depositary shares, representing shares of Series G preferred stock,
are entitled to direct the depositary how to vote the shares of Series G
preferred stock held by the depositary. For voting purposes, each depositary
share represents one-tenth share of Series G preferred stock.
Participants in the Employee Stock Ownership Plan fund of the Company's
Savings and Supplemental Retirement Plan and the Boise Cascade Corporation
Common Stock Fund of the Company's Savings and Supplemental Retirement Plan,
Qualified Employee Savings Trust (QUEST), and Retirement Savings Plan (RSP) are
entitled to instruct the Plans' trustee how to vote the shares held in the
trust. Shares for which voting instructions are not provided by participants and
shares not yet allocated to individual accounts will be voted by the trustee in
proportion to the instructions received from participants.
PROXY SOLICITATION
The cost of soliciting proxies, including the cost of reimbursing brokers
for forwarding proxies and proxy material to their principals, will be borne by
the Company. Proxies also may be solicited personally or by telephone or
electronic transmission by directors, officers, and other employees of the
Company, but these persons will not be specially compensated for this service.
The Company has retained D. F. King and Company Inc. at a fee estimated not to
exceed $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 6, 1996
20
<PAGE> 24
LOGO
BOISE CASCADE CORPORATION
LOGO
This Notice and Proxy Statement is printed on recycled-
content ASPEN(TM) Lightweight Opaque Offset paper produced by
Boise Cascade's papermakers at its St. Helens, Oregon, mill.
This paper is made with no less than 10% postconsumer fiber.
<PAGE> 25
[LOGO] Boise Cascade Corporation o 1111 W. Jefferson Street (83702),
P.O. Box 50, Boise, Idaho 83728-0001
PROXY Annual Meeting of Shareholders, April 19, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints George J. Harad, John W. Holleran, and A. James
Balkins III as proxies, each with the power to appoint his substitute. The
proxies are appointed to represent and to vote all the shares of Boise Cascade
Corporation stock beneficially owned by the undersigned on February 26, 1996,
at the annual meeting of shareholders to be held on April 19, 1996, 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 AND
---
FOR PROPOSALS 2 AND 3.
- ---
<TABLE>
1. Election of Directors: Robert K. Jaedicke Paul J. Phoenix Frank A. Shrontz Ward W. Woods, Jr.
<S> <C> <C>
/ / FOR / / WITHHOLD AUTHORITY WITHHOLD AUTHORITY for the following nominee(s) only:
all nominees for all nominees
write name(s): ___________________________________________
__________________________________________________________
</TABLE>
2. Appointment of Arthur Andersen LLP as independent accountants for 1996.
/ / FOR / / AGAINST / / ABSTAIN
3. Approval of amendment to 1984 Key Executive Stock Option Plan.
/ / 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,
AND 3, IF UNMARKED, WILL RECEIVE FOR VOTES.
This card provides voting authority for all beneficial 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 2400, Pittsburgh, PA 15230
Backer for 10-965a
<PAGE> 26
[LOGO]
BOISE CASCADE CORPORATION
Dear Shareholder:
The Boise Cascade Corporation annual meeting of shareholders will be held at
the Boise Centre On the Grove in Boise, Idaho, at 10 a.m., Mountain daylight
time, April 19, 1996.
Shareholders of record on February 26, 1996, are entitled to vote, in person or
by proxy, at the meeting. The proxy card attached to the bottom of this page
is for your use in designating proxies and providing voting instructions.
The attached card serves both as a proxy designation (for shareholders of
record, including those holding shares in the Dividend Reinvestment Plan) and
as voting instructions (for Boise Cascade employee savings plan participants
and holders of depositary shares representing ownership of Series G preferred
stock). As "named fiduciaries," participants in the Boise Cascade Corporation
stock funds of the employee savings plans are entitled to provide voting
instructions to the Trustee, using this card, for allocated shares and a
portion of any unvoted or unallocated shares in the savings plan fund(s) in
which they participate.
Individual proxy/voting instruction cards will be received and tabulated by
Corporate Election Services, Inc., in Pittsburgh, Pennsylvania, an independent
tabulator.
Please indicate your voting preferences on the card, SIGN and DATE the card,
and return it to the independent tabulator in the envelope provided. YOUR
VOTES ARE COMPLETELY CONFIDENTIAL.
Thank you.
(fold and tear along perforation)
PROXY AND VOTING INSTRUCTION CARD BOISE CASCADE CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
APRIL 19, 1996
The Board of Directors recommends a vote FOR all nominees listed below and
FOR proposals 2 and 3.
<TABLE>
1. Election of Directors: Robert K. Jaedicke Paul J. Phoenix Frank A. Shrontz Ward W. Woods, Jr.
<S> <C> <C>
/ / FOR / / WITHHOLD AUTHORITY WITHHOLD AUTHORITY for the following nominee(s) only:
all nominees for all nominees
write name(s): _____________________________________
_____________________________________________________
</TABLE>
2. Appointment of Arthur Andersen LLP as independent accountants for 1996.
/ / FOR / / AGAINST / / ABSTAIN
3. Approval of amendment to 1984 Key Executive Stock Option Plan.
/ / 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)
10-2033 12/95
<PAGE> 27
Printed on Boise Cascade's SUMMIT(R) TAG-X, 100# White, which is made in St.
Helens, Oregon.
BOISE CASCADE CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
APRIL 19, 1996
PROXY AND VOTING INSTRUCTION CARD
THIS PROXY AND THESE INSTRUCTIONS ARE SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS.
The undersigned appoints George J. Harad, John W. Holleran, and A. James
Balkins III as proxies, each with the power to appoint his substitute. The
proxies are appointed to represent and to vote all the shares of Boise Cascade
Corporation stock held of record by the undersigned on February 26, 1996, at
the annual meeting of shareholders to be held on April 19, 1996, and any
adjournment thereof. The proxies are appointed with all the powers the
undersigned would possess if personally present to vote upon matters noted
herein, as well as with discretionary authority to vote upon such other matters
as may properly come before the meeting. This card also provides voting
instructions to the Trustee for shares subject to the undersigned's voting
instructions in employee savings plans and for depositary shares representing
ownership of Series G preferred stock.
This proxy will be voted according to your instructions. If you sign and
return the card but do not vote on all these matters, then proposals 1, 2, and
3, if unmarked, will receive FOR votes.
(To be SIGNED on other side)
Backer for 10-2033 12/95
<PAGE> 28
[LOGO]
BOISE CASCADE CORPORATION
General Offices
1111 West Jefferson Street
P.O. Box 50
Boise, Idaho 83728-0001
208/384-6161
Fax: 208/384-7298
Telex.: 170 362 VIA TRT
March 6, 1996
Fellow Employees and Associates:
Boise Cascade and Boise Cascade Office Products employees together hold about
12% of Boise Cascade's total voting shares, both directly and through the
savings plans in which you participate. So your participation in shareholder
voting is very important.
Enclosed are a notice and proxy statement relating to Boise Cascade's annual
shareholders meeting and Boise Cascade's 1995 annual report. Also enclosed is
a voting instruction card that we urge you to complete and return to the
tabulator.
Because you participate in a Boise Cascade stock fund in one of the company's
savings plans, you are entitled to provide instructions to the plan's trustee,
State Street Bank and Trust Company, to vote the shares held by the plan at the
Boise Cascade annual meeting of shareholders on April 19, 1996.
Your voting instructions are completely confidential. The law prohibits the
independent tabulator or the trustee from informing any employee or officer of
Boise Cascade or Boise Cascade Office Products as to how any individual
employee or associate votes.
Your instructions must be received by the tabulator, Corporate Election
Services, no later than 8 a.m. Eastern daylight time, on Thursday, April 18,
1996. Please take this opportunity to exercise your right to vote.
Sincerely,
George J. Harad
Enclosures
<PAGE> 29
ANNUAL MEETING OF SHAREHOLDERS, APRIL 19, 1996
PROXY
FOR THE
CONVERSION PREFERRED STOCK, SERIES G
BOISE CASCADE CORPORATION o 1111 West Jefferson Street
P.O. Box 50
Boise Idaho 83728-0001
- -----------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints George J. Harad, John W. Holleran, and A. James
Balkins III as proxies, each with the power to appoint his substitute. The
proxies are appointed to represent and to vote all the shares of Boise Cascade
Corporation stock held of record by the undersigned on February 26, 1996, at
the annual meeting of shareholders to be held on April 19, 1996, and any
adjournments thereof. The proxies are appointed with all the powers the
undersigned would possess if personally present to vote upon matters noted
below, as well as with discretionary authority to vote upon such other matters
as may properly come before the meeting.
The Board of Directors recommends a vote FOR all nominees listed below and FOR
proposals 2 and 3.
1. Election of Directors: ROBERT K. JAEDICKE PAUL J. PHOENIX
FRANK A. SHRONTZ WARD W. WOODS, JR.
FOR: ________ shares
WITHHOLD AUTHORITY: ________ shares
WITHHOLD AUTHORITY for the following nominee(s) only
Robert K. Jaedicke ____________ Shares
Paul J. Phoenix ____________ Shares
Frank A. Shrontz ____________ Shares
Ward W. Woods, Jr. ____________ Shares
2. Appointment of Arthur Andersen LLP as independent accountants for 1996.
SHARES FOR: SHARES AGAINST: SHARES ABSTAINING:
___________ ______________ _________________
3. Approval of amendment to 1984 Key Executive Stock Option Plan.
SHARES FOR: SHARES AGAINST: SHARES ABSTAINING:
___________ ______________ _________________
<PAGE> 30
THIS PROXY WILL BE VOTED ACCORDING TO YOUR INSTRUCTIONS. IN ORDER FOR YOUR
VOTES TO BE COUNTED, YOU MUST VOTE ON EACH PROPOSAL AS INSTRUCTED BY THE
INDEPENDENT TABULATOR, SIGN, AND RETURN THE CARD.
This proxy provides voting authority for all holdings of Boise Cascade
Conversion Preferred Stock, Series G.
Please sign exactly as name appears below. When signing as an attorney,
executor, administrator, trustee, or guardian, give full title as such. When
signing as a corporation, sign in full corporate name by an authorized officer.
MELLON SECURITIES TRUST COMPANY OF NEW YORK, 862,500 Shares
depositary for the Boise Cascade Corporation
Conversion Preferred Stock, Series G.
Date ___________________
Signature of Shareholder _____________________________________
Forward this form to Corporate Election Services,
P.O. Box 1150, Pittsburgh, PA 15230-9954
-2-
<PAGE> 31
ANNUAL MEETING OF SHAREHOLDERS, APRIL 19, 1996
PROXY
FOR THE
CONVERTIBLE PREFERRED STOCK, SERIES D
BOISE CASCADE CORPORATION o 1111 West Jefferson Street
P.O. Box 50
Boise Idaho 83728-0001
- ------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints George J. Harad, John W. Holleran, and A. James
Balkins III as proxies, each with the power to appoint his substitute. The
proxies are appointed to represent and to vote all the shares of Boise Cascade
Corporation stock held of record by the undersigned on February 26, 1996, at
the annual meeting of shareholders to be held on April 19, 1996, and any
adjournments thereof. The proxies are appointed with all the powers the
undersigned would possess if personally present to vote upon matters noted
below, as well as with discretionary authority to vote upon such other matters
as may properly come before the meeting.
The Board of Directors recommends a vote FOR all nominees listed below and FOR
proposals 2 and 3.
1. Election of Directors: ROBERT K. JAEDICKE PAUL J. PHOENIX
FRANK A. SHRONTZ WARD W. WOODS, JR.
FOR: ________ shares
WITHHOLD AUTHORITY: ________ shares
WITHHOLD AUTHORITY for the following nominee(s) only
Robert K. Jaedicke ____________ Shares
Paul J. Phoenix ____________ Shares
Frank A. Shrontz ____________ Shares
Ward W. Woods, Jr. ____________ Shares
2. Appointment of Arthur Andersen LLP as independent accountants for 1996.
SHARES FOR: SHARES AGAINST: SHARES ABSTAINING:
___________ ______________ _______________
3. Approval of amendment to 1984 Key Executive Stock Option Plan.
SHARES FOR: SHARES AGAINST: SHARES ABSTAINING:
___________ ______________ _______________
<PAGE> 32
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, AND
3, IF UNMARKED, WILL RECEIVE FOR VOTES. YOU MUST SIGN AND RETURN THE CARD FOR
YOUR SHARES TO BE COUNTED.
This proxy provides voting authority for all holdings of Boise Cascade
Convertible Preferred Stock, Series D (ESOP).
Please sign exactly as name appears below. When signing as an attorney,
executor, administrator, trustee, or guardian, give full title as such. When
signing as a corporation, sign in full corporate name by an authorized officer.
STATE STREET BANK AND TRUST COMPANY, As 6,089,202 Shares
trustee for the Boise Cascade Corporation
Savings and Supplemental Retirement Plan
and Employee Stock Ownership Plan.
Date ___________________
Signature of Shareholder _____________________________________
Forward this form to Corporate Election Services,
P.O. Box 1150, Pittsburgh, PA 15230-9954
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