As filed with the Securities and Exchange Commission on March ___, 1997
Registration No. 333-_______
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________________________
BOISE CASCADE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 82-0100960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 West Jefferson Street, Boise, Idaho 83702
(Address of Principal Executive Offices) (Zip Code)
_________________________________
BOISE CASCADE CORPORATION
1984 KEY EXECUTIVE STOCK OPTION PLAN
(Full title of the plan)
_________________________________
JOHN W. HOLLERAN
Senior Vice President and General Counsel
Boise Cascade Corporation
Post Office Box 50
Boise, Idaho 83728-0001
(Name and address of agent for service)
_________________________________
208/384-6161
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share price(1) fee(1)
______________________________________________________________________________
Common Stock, 1,100,000 shares $33.375 $36,712,500 $11,125
$2.50 par value
Common Stock 1,100,000 shares N/A N/A N/A
Purchase Rights(2)
______________________________________________________________________________
(1) The shares of Common Stock being registered will be issued in connection
with the 1984 Key Executive Stock Option Plan. The aggregate offering
price and registration fee have been calculated in accordance with
17 C.F.R. 230.457(h) and in accordance with Section 6(b) of the
Securities Act of 1933.
(2) Rights are evidenced by certificates for shares of the Common Stock and
automatically trade with such Common Stock.
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
BOISE CASCADE CORPORATION
Cross-reference sheet
Item in Page or Caption in 1984 Key Executive Stock Option
Form S-8 Plan Registration Statement
1........ Inapplicable
2........ Inapplicable
3........ Incorporation of Documents by Reference
4........ Description of Securities
5........ Interests of Named Experts and Counsel
6........ Indemnification of Directors and Officers
7........ Inapplicable
8........ Exhibits
9........ Undertakings
<PAGE>
Incorporation of Documents by Reference
The following documents filed by Boise Cascade Corporation (the
"Company") with the Commission pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are hereby incorporated by reference into this Registration Statement:
1. Annual Report on Form 10-K for the year ended December 31, 1995;
2. Interim Reports on Form 10-Q for the quarters ended March 31, 1996,
June 30, 1996, and September 30, 1996;
3. Definitive Proxy Statement dated March 6, 1996, used in connection
with the Annual Meeting of Shareholders held on April 19, 1996; and
4. The description of the Company's Common Stock which appears on
pages 19 to 22 of its Registration Statement on Form 10 filed with
the Commission on April 5, 1965, and in the amendments thereto on
Form 8 dated May 24, 1965, and March 4, 1986.
All other reports, proxy statements, and other documents filed by the
Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the termination of
the offering of the securities made by this Registration Statement shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part of it from the date of the filing of such documents.
The Company will provide without charge to each person to whom this
Registration Statement is delivered, including any beneficial owner, upon
written or oral request, a copy of the Company's annual report to shareholders
for its last fiscal year and a copy of any or all of the documents referred to
above which have been or may be incorporated by reference in this Registration
Statement, other than exhibits to the documents. Any written or oral request
should be directed to Boise Cascade Corporation, P.O. Box 50, Boise, Idaho
83728-0001, Attention Investor Relations Department, telephone number
208/384-6390.
Description of Securities
The securities covered by this Registration Statement consist of a
maximum of 1,100,000 shares of the Company's $2.50 par value common stock (the
"Common Stock"), together with the related Common Stock purchase rights.
Interests of Named Experts and Counsel
The audited financial statements and schedules included or incorporated
by reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, which have been incorporated herein by reference, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated
in their report dated January 26, 1996, with respect thereto, and which is
also incorporated by reference herein in reliance upon the authority of that
firm as experts in accounting and auditing in giving such reports.
The legality of the issuance of the Common Stock offered hereby is being
passed upon for the Company by John W. Holleran, Senior Vice President and
General Counsel of the Company. As of December 31, 1996, Mr. Holleran held
1,060 shares of Common Stock. As of that date, Mr. Holleran also held
718 shares of Convertible Preferred Stock, Series D, in the Company's Employee
Stock Option Plan ("ESOP").
Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware authorizes the
Company to indemnify its directors and officers under specified circumstances.
The Company's Restated Certificate of Incorporation and bylaws provide that
the Company shall indemnify, to the extent permitted by Delaware law, its
directors and officers against liabilities (including expenses, judgments, and
settlements) incurred by them in connection with any actual or threatened
action, suit, or proceeding to which they are or may become parties and which
arise out of their status as directors, officers, or employees. The Company
has also entered into agreements with each director to indemnify him or her to
the fullest extent permitted by Delaware law.
The Company has insurance for amounts paid as indemnification of
directors and officers for certain liabilities imposed and expenses incurred
in defending actions, suits, or proceedings to which those persons are parties
by reason of being directors or officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers, or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
Exhibits
The exhibits to this Registration Statement are listed in the Exhibit
Index which immediately precedes such exhibits and which is incorporated
herein by this reference.
Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) Not applicable.
(ii) Not applicable.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
4. Not applicable.
5. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
6. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by
a director, officer, or controlling person of the registrant in
the successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
<PAGE>
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
January 26, 1996, incorporated by reference in Boise Cascade Corporation's
Form 10-K for the year ended December 31, 1995, and to all references to our
firm included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boise, Idaho
March 4, 1997
<PAGE>
Power of Attorney
Each person whose signature appears below hereby appoints George J.
Harad and John W. Holleran, and each of them severally, acting alone and
without the other, his or her true and lawful attorney-in-fact with authority
to execute in the name of each such person and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other documents
therewith, any and all amendments (including post-effective amendments) to
this Registration Statement necessary or advisable to enable the registrant to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the
Registration Statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
Signatures
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Boise, state of Idaho, on March 4,
1997.
BOISE CASCADE CORPORATION
By /s/ George J. Harad
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 4, 1997.
Signature Title
/s/ George J. Harad Chairman of the Board and
George J. Harad Chief Executive Officer
(Principal Executive Officer)
/s/ Theodore Crumley Senior Vice President and
Theodore Crumley Chief Financial Officer
/s/ Thomas E. Carlile Vice President and Controller
Thomas E. Carlile (Principal Accounting Officer)
<PAGE>
Signature Title
A Majority of the Directors
/s/ George J. Harad Director
George J. Harad
/s/ Anne L. Armstrong Director
Anne L. Armstrong
/s/ Robert E. Coleman Director
Robert E. Coleman
/s/ Robert K. Jaedicke Director
Robert K. Jaedicke
/s/ Donald S. Macdonald Director
Donald S. Macdonald
/s/ James A. McClure Director
James A. McClure
/s/ Paul J. Phoenix Director
Paul J. Phoenix
/s/ A. William Reynolds Director
A. William Reynolds
/s/ Jane E. Shaw Director
Jane E. Shaw
/s/ Frank A. Shrontz Director
Frank A. Shrontz
/s/ Edson W. Spencer Director
Edson W. Spencer
/s/ Ward W. Woods, Jr. Director
Ward W. Woods, Jr.
Dated: March 4, 1997
<PAGE>
INDEX TO EXHIBITS
Filed With Registration Statement
on Form S-8
_____________________
Number Description Page Number
4 Boise Cascade Corporation 1984 Key Executive
Stock Option Plan, as amended through July 25,
1996
5 Opinion of John W. Holleran, Senior Vice
President and General Counsel for the Company
15 Inapplicable --
23.1 Consent of Independent Public Accountants
(included in Registration Statement) --
23.2 Consent of Counsel (included in Exhibit 5) --
24 Power of Attorney (included on signature
page) --
28 Inapplicable --
99 Inapplicable --
BOISE CASCADE CORPORATION
1984 KEY EXECUTIVE STOCK OPTION PLAN
(As Amended Through July 25, 1996)
<PAGE>
BOISE CASCADE CORPORATION
1984 KEY EXECUTIVE STOCK OPTION PLAN
1. Establishment and Purpose.
1.1 Establishment. Boise Cascade Corporation, a
Delaware corporation, hereby establishes a Stock Option Plan
for key employees, which shall be known as the Boise Cascade
Corporation 1984 KEY EXECUTIVE STOCK OPTION PLAN (the "Plan").
It is intended that some of the Options issued pursuant to the
Plan may constitute Incentive Stock Options within the meaning
of Section 422A of the Internal Revenue Code, and the
remainder of the Options issued pursuant to the Plan shall
constitute Nonstatutory Options. The Committee referred to in
Section 2.1(c) of this Plan shall determine which Options are
to be Incentive Stock Options and which are to be Nonstatutory
Options and shall enter into Option Agreements with Optionees
accordingly.
1.2 Purpose. The purpose of this Plan is to
attract, retain and motivate key employees of the Company and
to encourage stock ownership by these employees by providing
them with a means to acquire a proprietary interest or to
increase their proprietary interest in the Company's success.
2. Definitions.
2.1 Definitions. Whenever used in this Plan, the
following terms shall have the meanings set forth below:
(a) "Board" means the board of directors of
the Company.
(b) "Code" means the Internal Revenue Code of
1986, as amended from time to time.
(c) "Committee" means the Executive
Compensation Subcommittee of the Human Resources Committee of
the Board of Directors of the Company or any successor to the
subcommittee.
(d) "Company" means Boise Cascade Corporation,
a Delaware corporation, as well as any subsidiary of which 50%
or more of the outstanding stock is owned by Boise Cascade
Corporation.
(e) "Competitor" means any business, foreign
or domestic, which is engaged at any time relevant to the
provisions of this Plan, in the manufacture, sale, or
distribution of products, or in the providing of services, in
competition with products manufactured, sold, or distributed,
or services provided, by the Company. The determination of
whether a business is a Competitor shall be made by the
Company's General Counsel, in his/her sole discretion.
(f) "Date of Exercise" means the date the
Company receives written notice, by an Optionee, of the
exercise of an Option or Option and Stock Appreciation Right,
pursuant to subsection 8.1 of this Plan.
(g) "Employee" means a key employee (including
an officer of the Company), who is employed by the Company on
a full-time basis, who is compensated for such employment by a
regular salary and who, in the opinion of the Committee, is in
a position to contribute materially to its continued growth
and development and to its future financial success. The term
"Employee" does not include persons who are retained by the
Company only as consultants.
(h) "Employment with any Competitor" means
providing significant services as an employee or consultant,
or otherwise rendering services of a significant nature for
remuneration, to a Competitor.
(i) "Executive Officer" means an Employee who
has been duly elected by the Company's board of directors to
serve as an executive officer of the Company in accordance
with Section 29 of the Company's Bylaws but shall not include
assistant treasurers or assistant secretaries.
(j) "Fair Market Value" means the closing
price of the Stock as reported by the consolidated tape of the
New York Stock Exchange on a particular date, or if the Stock
is not listed or traded on the New York Stock Exchange, then
the closing sales price of the Stock on a national securities
exchange on a particular date, or if the Stock is not listed
on a national securities exchange, then the average of the
closing bid and asking prices for the Stock in the over-the-
counter market for a particular date, or if the Stock is not
traded in the over-the-counter market, such value as the
Company in its discretion may determine, but in no event
greater than the then fair market value of the Stock for
federal income tax purposes. In the event that there are no
Stock transactions on such date, the Fair Market Value shall
be determined as of the immediately preceding date on which
there were Stock transactions.
(k) "Grant Price" means an amount not less
than 100% of the Fair Market Value of the Company's Stock on
the date of an Option's grant.
(l) "Option" means the right to purchase Stock
of the Company at the Grant Price for a specified duration.
For purposes of this Plan, an Option may be either (i) an
"Incentive Stock Option" within the meaning of Section 422A of
the Code or (ii) a "Nonstatutory Option."
(m) "Optionee" means an Employee who has been
granted an Option under this Plan.
(n) "Retirement" means an Employee's
termination of employment with the Company, other than as a
result of death, total and permanent disability, or for
disciplinary reasons (as defined for purposes of the Company's
Corporate Policy Manual) at any time after the Employee has
reached age 55 with ten or more Years of Service with the
Company as defined in the Company's Pension Plan for Salaried
Employees.
(o) "Stock" means the common stock, $2.50 par
value, of the Company.
(p) "Stock Appreciation Right" means the
right, exercisable by the Optionee, to receive a cash payment
from the Company upon the exercise of an Option. The amount
of this cash payment and the conditions upon the exercise of
the Stock Appreciation Right shall be determined by the
Committee pursuant to subsection 6.2 and Section 7.
(q) "Tax Offset Bonus" means a cash payment
which the Company makes automatically upon the exercise of an
Option equal to a percentage (as determined by the Committee
pursuant to subsection 6.2 and Section 7) of the excess of the
Fair Market Value of the Stock on a date determined by the
Committee over the Grant Price of the Option, the purpose of
which is to offset partially the federal income tax incurred
incident to exercising a Nonstatutory Option.
(r) "Window Period" means the period described
in Rule 16b-3(e)(3)(iii) under the Securities Exchange Act of
1934.
2.2 Number. Except when otherwise indicated by the
context, the definition of any term in the Plan in the
singular shall also include the plural.
3. Participation. Participation in the Plan shall be
determined by the Committee. Any Employee at any one time and
from time to time may hold more than one Option or Stock
Appreciation Right granted under this Plan or under any other
plan of the Company. No member of the Committee may
participate in the Plan.
4. Stock Subject to the Plan.
4.1 Number. The total number of shares of Stock as
to which Options and Stock Appreciation Rights may be granted
under the Plan shall not exceed 8,600,000. These shares may
consist, in whole or in part, of authorized but unissued Stock
or treasury Stock not reserved for any other purpose.
4.2 Unused Stock. If any shares of Stock are
subject to an Option or Stock Appreciation Right which, for
any reason, expires or is terminated unexercised as to such
shares, such Stock may again be subjected to an Option or
Stock Appreciation Right pursuant to this Plan.
4.3 Adjustment in Capitalization. In the event of
any change in the outstanding shares of Stock occurring after
ratification by shareholders of this Plan, by reason of a
Stock dividend or split, recapitalization, reclassification,
merger, consolidation, combination or exchange of shares or
other similar corporate change, the aggregate number of shares
of Stock under this Plan and the number of shares of Stock
subject to each outstanding Option and the related Grant Price
shall be appropriately adjusted by the Committee, whose
determination shall be conclusive, provided, however, that
fractional shares shall be rounded to the nearest whole share.
No adjustments shall be made in connection with the issuance
by the Company of any warrants, rights or Options to acquire
additional shares of Stock or of securities convertible into
Stock.
5. Duration of the Plan. The Plan shall remain in
effect until all Stock subject to it has been purchased
pursuant to the exercise of the Options or Stock Appreciation
Rights granted under the Plan. Notwithstanding the foregoing,
no Options or Stock Appreciation Rights may be granted
pursuant to this Plan on or after the twentieth anniversary of
the Plan's effective date.
6. Options.
6.1 Grant of Options. Subject to the provisions of
subsection 4.1 and Section 5, Options may be granted to
Employees at any time and from time to time as shall be
determined by the Committee. The Committee may request
recommendations from the chief executive officer of the
Company. The Committee shall determine whether an Option is
to be an Incentive Stock Option within the meaning of
Section 422A of the Code or a Nonstatutory Option. However,
in no event shall any grant of an Incentive Stock Option
provide for the Option to be or become exercisable in amounts
in excess of $100,000 per calendar year. Furthermore, the
aggregate number of shares of Stock with respect to which
Options or Stock Appreciation Rights may be granted to any one
Employee throughout the duration of the Plan may not exceed
15% of the total number of shares of Stock available for
issuance pursuant to subsection 4.1 of the Plan.
6.2 Option Agreement. As determined by the
Committee on the date of grant, each Option shall be evidenced
by a Stock Option agreement that specifies:
(i) Grant Price;
(ii) duration of the Option;
(iii) number of shares of Stock to which the
Option pertains;
(iv) vesting requirements, if any;
(v) whether the Option is an Incentive Stock
Option or a Nonstatutory Option;
(vi) amount and time of payment of Tax Offset
Bonuses, if any;
(vii) The amount of Stock Appreciation Rights,
if any, and any conditions upon their exercise;
(viii) duration of the Stock Appreciation Rights,
if any;
(ix) Options to which the Stock Appreciation
Rights, if any, relate;
(x) rights of the Optionees upon termination
of employment with the Company, provided that the termination
rights for Optionees receiving Incentive Stock Options shall
conform with Section 422A of the Code;
(xi) the terms of the loan, if any, that will
be made available in connection with the exercise of an
Option; and
(xii) such other information as the Committee
deems desirable.
No Option shall have an expiration date later
than the first day following the tenth anniversary of the date
of its grant. The Stock Option agreement may be supplemented
by adding Stock Appreciation Rights with or Tax Offset Bonuses
to previously granted Options as provided in Section 7.
6.3 Exercise. Options granted under the Plan shall
be exercisable at such times and be subject to such
restrictions and conditions as the Committee directs, which
need not be the same for all Optionees.
6.4 Payment. The Grant Price upon exercise of any
Option shall be payable to the Company in full either:
(i) in cash;
(ii) by tendering shares of Stock having a Fair
Market Value at the time of exercise equal to the total Grant
Price (in the exercise of a Nonstatutory Option, an Optionee
may surrender one or more shares of Stock in the exercise of
an Option with instructions to resurrender any shares acquired
upon exercise in one or more successive, simultaneous
exercises until Options covering the number of shares, which
he specifies, have been exercised);
(iii) with the proceeds of a loan on such terms
and conditions as may be authorized by the Committee (however,
the rate of interest on any such loan shall not be less than
the applicable federal rate under Section 1274(d) of the Code
on the date an Option is exercised, compounded semiannually);
or
(iv) by any combination of (i), (ii) and (iii).
7. Stock Appreciation Rights and Tax Offset Bonuses.
The Committee may grant Stock Appreciation Rights and/or grant
Options which pay Tax Offset Bonuses on such bases as the
Committee shall determine, including but not limited to Stock
Appreciation Rights which become exercisable or Tax Offset
Bonuses which become payable only upon an Optionee being
subject to the restrictions of Section 16 of the Securities
Exchange Act of 1934 at the time of exercise. A Stock
Appreciation Right or Tax Offset Bonus may be granted only
with respect to an Option and may be granted concurrently with
or after the grant of the Option. If Options granted on a
particular date include Stock Appreciation Rights for only
Optionees who are subject to the requirements of Section 16 of
the Securities Exchange Act of 1934, an Optionee receiving an
Option on that date and who thereafter becomes subject to
those restrictions shall thereupon be deemed to have received
Stock Appreciation Rights with respect to any unexercised
Options granted on the particular date in the same weighted
average proportion as the Stock Appreciation Rights granted on
the same grant date to the Optionees who were subject to the
requirements of Section 16 of the Securities Exchange Act of
1934; provided, however, if 50% or more of the Board of
Directors are employees of the Company and may receive Options
under this plan, then the provisions of this sentence will
apply only if, in each instance, approved by the Committee.
The Committee may cancel or place a limit on the term of, or
the amount payable for, any Stock Appreciation Right or Tax
Offset Bonus at any time and may disapprove the election by
the Optionee to exercise a Stock Appreciation Right rather
than the related Option. The Committee shall determine all
other terms and provisions of any Stock Appreciation Right or
Tax Offset Bonus. Each Stock Appreciation Right or Tax Offset
Bonus granted by the Committee shall expire no later than the
expiration of the Option to which it relates. In addition,
any Stock Appreciation Right granted with respect to an
Incentive Stock Option may be exercised only if:
(i) such Incentive Stock Option is exercisable; and
(ii) the Grant Price of the Incentive Stock Option
is less than the Fair Market Value of the Stock on the Date of
Exercise.
8. Written Notice, Issuance of Stock Certificates,
Payment of Stock Appreciation Rights or Stockholder
Privileges.
8.1 Written Notice. An Optionee electing to
exercise an Option and any applicable Stock Appreciation Right
shall give written notice to the Company, in the form and
manner prescribed by the Committee, indicating the number of
Options to be exercised. Full payment for the Options
exercised shall be received by the Company prior to issuance
of any stock certificates.
8.2 Issuance of Stock Certificates. As soon as
reasonably practicable after the receipt of written notice and
payment, the Company shall issue and deliver to the Optionee
or any other person entitled to exercise an Option pursuant to
this Plan a certificate or certificates for the requisite
number of shares of Stock.
8.3 Payment of Stock Appreciation Rights and Tax
Offset Bonuses. As soon as practicable after receipt of
written notice, the Company shall pay to the Optionee, in
cash, the amount payable under the Stock Appreciation Rights
and the amount of any Tax Offset Bonuses.
8.4 Privileges of a Stockholder. An Optionee or
any other person entitled to exercise an Option under this
Plan shall not have stockholder privileges with respect to any
Stock covered by the Option until the Date of Exercise.
8.5 Partial Exercise. An Option may be exercised
for less than the total number of shares granted by the
Option. An exercise of a portion of the shares granted under
the Option shall not affect the right to exercise the Option
from time to time for any unexercised shares subject to the
Option.
9. Rights of Employees.
9.1 Employment. Nothing in this Plan shall
interfere with or limit in any way the right of the Company to
terminate any Employee's employment at any time, nor confer
upon any Employee any right to continue in the employ of the
Company.
9.2 Nontransferability. All Options and Stock
Appreciation Rights granted under this Plan shall be
nontransferable by the Optionee, other than by will or the
laws of descent and distribution, and shall be exercisable
during the Optionee's lifetime only by the Optionee or the
Optionee's guardian or legal representative.
10. Optionee Transfer or Leave of Absence. For Plan
purposes:
(a) A transfer of an Optionee from the Company to a
subsidiary or vice versa, or from one subsidiary to another;
or
(b) A leave of absence duly authorized by the
Company, shall not be deemed a termination of employment.
However, an Optionee may not exercise an Option or any
applicable Stock Appreciation Right during any leave of
absence, unless authorized by the Committee.
11. Administration.
11.1 Administration. The Committee shall be
responsible for the administration of the Plan. The
Committee, by majority action thereof, is authorized to
interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the form and
content of Options to be issued (which need not be identical)
under the Plan, to provide for conditions and assurances
deemed necessary or advisable to protect the interests of the
Company and to make all other determinations necessary or
advisable for the administration of the Plan, but only to the
extent not contrary to the express provisions of the Plan.
The Committee shall determine, within the limits of the
express provisions of the Plan, the Employees to whom and the
time or times at which Options and Stock Appreciation Rights
shall be granted, the number of shares to be subject to each
Option and Stock Appreciation Right and the duration of each
Option. In making such determinations, the Committee may take
into account the nature of the services rendered by such
Employees or classes of Employees, their present and potential
contributions to the Company's success and such other factors
as the Committee, in its discretion, shall deem relevant. The
determination of the Committee, its interpretation or other
action made or taken pursuant to the provisions of the Plan
shall be final and shall be binding and conclusive for all
purposes and upon all persons.
11.2 Incentive Stock Options. Notwithstanding any
contrary provision in this Plan, the Committee shall not take
any action or impose any terms or conditions with respect to
an Option intended by the Committee to be an Incentive Stock
Option which would cause such Option to not qualify as such
under the Code and applicable regulations and rulings in
effect from time to time.
12. Amendment, Modification and Termination of the Plan.
The Board may at any time terminate, and at any time and from
time to time and in any respect, amend or modify the Plan,
provided, however, that no such action of the Board, without
approval of the stockholders, may:
(a) Increase the total amount of Stock which may be
purchased through Options granted under the Plan, except as
provided in subsection 4.3 of the Plan.
(b) Change the requirements for determining which
Employees are eligible to receive Options or Stock
Appreciation Rights.
(c) Change the provisions of the Plan regarding the
Grant Price except as permitted by subsection 4.3.
(d) Permit any person, while a member of the
Committee, to be eligible to receive or hold an Option under
the Plan.
(e) Change the manner of computing the amount to be
paid through a Stock Appreciation Right.
(f) Materially increase the cost of the Plan.
(g) Extend the period during which Options and
Stock Appreciation Rights may be granted.
No amendment, modification or termination of the
Plan shall in any manner adversely affect the rights of an
Optionee under the Plan without the consent of the Optionee.
13. Acceleration of Stock Options. If, while
unexercised Options remain outstanding hereunder:
(a) Any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person
any securities acquired directly from the Company or its
affiliates other than in connection with the acquisition by
the Company or its affiliates of a business) representing 20%
or more of either the then outstanding shares of common stock
of the Company or the combined voting power of the Company's
then outstanding securities; or
(b) The following individuals cease for any reason
to constitute at least 66 2/3% of the number of directors then
serving: individuals who, on the date hereof, constitute the
Board and any new director (other than a director whose
initial assumption of office is in connection with an actual
or threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the direc-
tors then still in office who either were directors on the
date hereof or whose appointment, election, or nomination for
election was previously so approved (the "Continuing
Directors"); or
(c) The stockholders of the Company approve a
merger or consolidation of the Company with any other
corporation or approve the issuance of voting securities of
the Company in connection with a merger or consolidation of
the Company (or any direct or indirect subsidiary of the
Company) pursuant to applicable stock exchange requirements,
other than (i) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent
thereof), in combination with the ownership of any trustee or
other fiduciary holding securities under an employee benefit
plan of the Company, at least 66 2/3% of the combined voting
power of the voting securities of the Company or such
surviving entity or any parent thereof outstanding immediately
after such merger or consolidation, or (ii) a merger or
consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities
Beneficially Owned by such Person any securities acquired
directly from the Company or its subsidiaries other than in
connection with the acquisition by the Company or its
subsidiaries of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or
the combined voting power of the Company's then outstanding
securities; or
(d) The stockholders of the Company approve a plan
of complete liquidation or dissolution of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale
or disposition by the Company of all or substantially all of
the Company's assets to an entity, at least 66 2/3% of the
combined voting power of the voting securities of which are
owned by Persons in substantially the same proportions as
their ownership of the Company immediately prior to such sale;
then from and after the date on which any such event described
in paragraphs (a) through (d) above occurs (which shall
constitute a "change in control" of the Company), all Options
shall be exercisable in full, whether or not then exercisable
under the terms of their grant.
Notwithstanding the foregoing, any event or
transaction which would otherwise constitute a Change in
Control of the Company (a "Transaction") shall not constitute
a Change in Control of the Company if, in connection with the
Transaction, a Participant participates as an equity investor
in the acquiring entity or any of its affiliates (the
"Acquiror"). For purposes of the preceding sentence, a
Participant shall not be deemed to have participated as an
equity investor in the Acquiror by virtue of (i) obtaining
beneficial ownership of any equity interest in the Acquiror as
a result of the grant to a Participant of an incentive
compensation award under one or more incentive plans of the
Acquiror (including but not limited to the conversion in
connection with the Transaction of incentive compensation
awards of the Company into incentive compensation awards of
the Acquiror), on terms and conditions substantially
equivalent to those applicable to other executives of the
Company immediately prior to the Transaction, after taking
into account normal differences attributable to job
responsibilities, title and the like; (ii) obtaining
beneficial ownership of any equity interest in the Acquiror on
terms and conditions substantially equivalent to those
obtained in the Transaction by all other stockholders of the
Company; or (iii) having obtained an incidental equity
ownership in the Acquiror prior to and not in anticipation of
the Transaction.
For purposes of this section, "Beneficial Owner"
shall have the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act").
For purposes of this section, "Person" shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or
any of its subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities,
or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
14. Withholding Taxes. Whenever shares of Stock are
issued on the exercise of an Option under this Plan, the
Company shall (a) require the recipient of the Stock to remit
to the Company an amount sufficient to satisfy all withholding
taxes, (b) deduct from a cash payment pursuant to any Stock
Appreciation Right or Tax Offset Bonus an amount sufficient to
satisfy any withholding tax requirements, or (c) withhold
from, or require surrender by, the recipient, as appropriate,
shares of Stock otherwise issuable or issued upon exercise of
the Option the number of shares sufficient to satisfy, to the
extent permitted under applicable law, federal and state
withholding tax requirements resulting from the exercise,
provided, however, that the Company shall not withhold or
accept surrender of Stock under this paragraph unless the
recipient of the Stock has made an irrevocable election to
have Stock withheld or surrendered for this purpose at least
six months after the date of grant of the Option and either
(i) six months, or (ii) within a Window Period, prior to the
date the amount of withholding tax is determined. The
Committee may, at any time subsequent to an election under
this paragraph, disapprove the election and require
satisfaction of withholding taxes by other means permitted
under the Plan. Stock withheld or surrendered under this
paragraph shall be valued at its Fair Market Value on the date
the amount of withholding tax is determined.
15. Shareholder Approval and Registration Statement.
Initially, the Plan is approved by the Board and will be
submitted to the Company's shareholders for approval at their
next annual meeting following the effective date of the Plan.
Options may be granted under the Plan prior to shareholder
approval and prior to filing with the Securities and Exchange
Commission and having an effective registration statement
covering the Stock to be issued upon the exercise of Options.
Any Options granted under this Plan prior to shareholder
approval and having an effective registration statement shall
not be exercisable until and are expressly conditional upon
shareholder approval of the Plan and having an effective
registration statement covering the Stock.
16. Requirements of Law.
16.1 Requirements of Law. The granting of Options
and the issuance of shares of Stock upon the exercise of an
Option shall be subject to all applicable laws, rules and
regulations, and shares shall not be issued nor cash payments
made except upon approval of proper government agencies or
stock exchanges, as may be required.
16.2 Governing Law. The Plan, and all agreements
hereunder, shall be construed in accordance with and governed
by the laws of the state of Idaho.
17. Effective Date of Plan. The Plan shall become
effective as of July 24, 1984, subject to ratification by
shareholders.
Legal Department John W. Holleran
1111 W. Jefferson Street Senior Vice President and
P.O. Box 50 General Counsel
Boise, Idaho 83728-0001
208/384-7704
Fax: 208/384-4912
March 4, 1997
Securities and Exchange Commission
Attention Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549
Subject: Common Stock Issuable Under the Boise Cascade
Corporation 1984 Key Executive Stock Option Plan
Ladies and Gentlemen:
I am the Senior Vice President and General Counsel of Boise
Cascade Corporation, a Delaware corporation (the "Company").
In that capacity, I have represented the Company in connection
with preparation and filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the
"Registration Statement") relating to 1,100,000 shares of the
Company's common stock, $2.50 par value (the "Common Stock")
with respect to the 1984 Key Executive Stock Option Plan (the
"KESOP"). I have reviewed originals (or copies) of certified
or otherwise satisfactorily identified documents, corporate and
other records, certificates, and papers as I deemed it
necessary to examine for the purpose of this opinion.
Based on the foregoing, it is my opinion that shares of Common
Stock which are issued upon the exercise of stock options under
the KESOP will, when sold, be validly issued, fully paid, and
nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me therein under
the caption "Interests of Named Experts and Counsel." In
giving this consent, however, I do not admit that I am within
the category of persons whose consent is required by Section 7
of the Securities Act of 1933.
Very truly yours,
/s/ John W. Holleran
John W. Holleran
JWH/JA70211B
