SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S)
240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
BOISE CASCADE
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant) United Food & Commercial Workers Union Local 99R
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
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[ ] Fee paid previously with preliminary materials.
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the offsetting fee was paid previously. Identify the previous
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<PAGE>
UFCW 99R
2401 N. Central Ave., 2nd fl.
Phoenix AZ 85004
(602) 572-2149
Sent to shareholders: March 10 , 1997
SHAREHOLDER SOLICITATION FOR PROPOSAL FOR ANNUAL
ELECTION OF ALL DIRECTORS (BOARD DECLASSIFICATION)
at BOISE CASCADE CORPORATION
Annual Stockholders Meeting
April 18, 1997, 10:00 a.m.
Boise Center on the Grove
850 W. Front Street
Boise, ID
Dear Fellow Boise Cascade Shareholder:
We write to alert you to an upcoming vote on our shareholder
proposal recommending the company declassify its board of
directors (that is, have all directors elected annually).
Boise Cascade has a "classified" or "staggered" board,
meaning each year shareholders only get to vote on one-third of
the seats on the board.
Recently several companies have moved to declassify
their board, such as Mead Paper and Union Pacific. In
1996, shareholder proposals recommending declassification
received more support on average than ever before,
averaging 42.4% at 59 companies. Proposals against staggered
board passed at Alumax, General Instrument, Liz Claiborne,
Rowan and Stride Rite. They received a majority of shares
voted at 4 other companies.
Many companies have annual election of all directors,
including Hewlett-Packard and U.S. Bancorp. Wayne Huizenga, co-
founder of Blockbuster and Waste Management (WMX), has the
following views on staggered boards, according to The Making of a
Blockbuster (by Business Week reporter Gail DeGeorge, 1996, at p.
211):
He didn't believe in staggered boards, golden parachutes,
poison pills, or any of the other anti-takeover remedies
adopted by U.S. corporations. "The best thing for
shareholders to if someone wants to come in and make a run
at the company, let them make a run. Run the price up,
that's what my job was * * * All these chairmen that want to
put this in place and that in place, they all want to save
their jobs. I don't care about my job.FN1
FN1: Neither Huizenga nor DeGeorge are participants in this
solicitation. They have not been consulted regarding this
quotation nor consented thereto.
<PAGE>
In our view, a director is more likely to be responsive to
shareholder interests if he or she must answer annually to the
shareholders rather than every third year.
Under a classified board, even if a majority of
shareholders wanted to replace the whole board, that would
likely take 3 years to fully accomplish. Our proposal is
as follows:
RESOLVED, that shareholders recommend the Company have all
directors stand for election annually (in other words,
declassify its board of directors).
In opposing our proposal, other companies' managements have
criticized us. In our view, this is simply an effort
to distract you from voting for something in your own
interest.
VOTING PROCEDURE AND VOTING RIGHTS
MANAGEMENT DID NOT INCLUDE THIS PROPOSAL IN THE PROXY CARD
IT ALREADY SENT YOU. IF YOU EXECUTE THIS CARD, IT PURPORTS TO
GIVE MANAGEMENT DISCRETION TO VOTE AGAINST THIS PROPOSAL.
If you are a holder of record, you can use the enclosed card
to vote on the proposal. If instead you own through a bank,
broker or other nominee, you need to check with them on how to
direct how they will vote your stock on this matter. It is
possible management may resolicit you with a card allowing you to
direct its vote on the proposal. You may also vote by attending
the annual meeting.
You may revoke a proxy vote any time before the tally by
(1) executing a later proxy card; (2) appearing at the meeting to
vote, or (3) delivering the proxyholder or the Company's
secretary written notice of revocation prior to the date of the
meeting. We will keep the content of all cards we receive
confidential from everyone except our staff, except that at the
meeting our cards must be presented to the company's tabulator in
order to be counted. The proposal is advisory in nature and
cannot be implemented without Board approval. Each share of
common stock will be entitled to one vote on each matter coming
before the meeting. To be approved, the proposal would have to
receive more affirmative votes than negative for shares
represented at the meeting. The record date is 2/25/97.
<PAGE>
SOLICITATION
The sole participants in this solicitation are
United Food & Commercial Workers Local 99 (which
owns 42 shares of company common stock), and members of its
staff (not owners themselves). UFCW 99 will bear the costs of
this solicitation, expected to be $2,000. We represent employees
in the Arizona retail food industry, and are in negotiations over
a successor contract for one Albertson's store. We are organizing
other Albertson's stores over management opposition in what we
feel are improper forms.FN2 Albertson's CEO Gary Michael was
nominated for the first time this year for election as a BC
director. We are not soliciting against his election.<R/>
Albertson's director John Carley has been a director of BC's
Office Products subsidiary. Albertson's director John Fery is
BC's retired Chairman.
Albertson's does business with BC and
BC Office Products. <R/>. We do not ask for your support in the
labor dispute and do not believe it relevant to how you should
vote on a corporate governance proposal. Even if these labor
problems are resolved, we will present your proxy cards at the
shareholders meeting. Last year we pursued similar shareholder
proposals at other companies with board connections to
Albertson's, and will do again this year. We will present
governance proposals at Boeing, Heritage Media, TIS Mortgage,
Pier 1 and Questar, which have an Albertson's director on their
boards.
FN2:
Over 1400 Albertson's employees around the nation have
submitted declarations stating that they worked "off-the-clock"
(without compensation), and two class action suits are pending
against Albertson's on this issue. Since 1/93, the National Labor
Relations Board has issued approximately 47 complaints against
Albertsons. Management has used the workplace
to campaign against us while refusing us access, even to break
areas. It refuses to use expeditious union recognition
procedures (used by it in other locations), instead insisting on
Board procedures which we feel cost more time and money for
all concerned.
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS/EXECUTIVE
COMPENSATION/ELECTION OF DIRECTORS AND OTHER MATTERS FOR
SHAREHOLDER VOTE
We incorporate by reference the information on these
subjects in management's proxy statement. If you return a proxy
card to us but do not direct us how to vote on these matters, we
will vote for all nominees and for all proposals. If any matter
comes before the meeting not listed in our card (which we do not
anticipate), we will not vote your stock thereon.<R/>
SHAREHOLDER PROPOSALS FOR 1998 MEETING
Shareholders owning over $1,000 in stock for over one
year have the right to have a proposal included in management's
proxy statement. The deadline to submit such proposals to the
Company is
Nov. 5, 1997.<R/>.
PLEASE VOTE FOR THE SHAREHOLDER PROPOSAL FOR ANNUAL ELECTION OF
ALL DIRECTORS (BOARD DECLASSIFICATION).
Sincerely,
William McDonough
President UFCW 99
<PAGE>
USE THIS CARD ONLY IF YOU ARE A SHAREHOLDER OF RECORD (I.E.,
YOU DO NOT HOLD THROUGH BANK, BROKER OR OTHER NOMINEE).
If you are not a shareholder of record, contact the record
owner to direct it as to how to vote your shares.
PROXY
SOLICITED BY UFCW 99R for
BOISE CASCADE CORP.
ANNUAL MEETING OF SHAREHOLDERS
April 18, 1997
The undersigned shareholder hereby appoints William
McDonough proxy with full power of substitution to vote for the
undersigned at the Boise Cascade Corp. annual meeting, and at
any adjournments thereof, on the matters set forth in the Proxy
Statements. The undersigned directs this proxy be voted in
accordance with the instructions below, and grants no
discretionary authority.
WE RECOMMEND A VOTE FOR MOVING TO ANNUAL ELECTION OF ALL
DIRECTORS (DECLASSIFY THE BOARD).
(1) Proposal recommending annual election of all directors (board
declassification)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(2) Election of directors
Nominees: Phillip Carroll, George Harad, Donald Macdonald,
Gary Michael, Jane Shaw, Edson Spencer
FOR all nominees: [ ] WITHHOLD from all nominees [ ]
FOR all nominees except: ____________________________
(3) Appoint Arthur Andersen LLP as accountants for 1997
FOR [ ] AGAINST [ ] ABSTAIN [ ]
SIGNATURE ________________________________ DATE ___________
PRINT NAME/TITLE__________________________ DATE ___________
ADDRESS __________________________________________________
___________________________________________________________
____________ ___________ ___________
# OF SHARES PHONE No. FAX NO.
PERSONS SIGNING IN REPRESENTATIVE CAPACITY SHOULD
INDICATE AS SUCH. IF SHARES ARE HELD JOINTLY, BOTH OWNERS SHOULD
SIGN.
