General Offices
1111 West Jefferson Street
P.O. Box 50
Boise, Idaho 83728-0001
208/384-6161
Fax: 208/384-7298
March 27, 1997
Dear Shareholder:
As a Boise Cascade shareholder, you recently received the
company's 1997 proxy statement and proxy voting card. In that
proxy statement, we noted that the United Food and Commercial
Workers Union, Local 99 (the "UFCW") had informed the company
that it intended to appear at our annual meeting to present an
advisory proposal to declassify our board of directors.
It now appears that the UFCW, which owns 42 shares of Boise
Cascade common stock, will also solicit proxies from Boise
Cascade shareholders in support of its advisory proposal. On
behalf of your board of directors, I strongly urge you not to
sign any proxy that may be sent to you by the UFCW. Enclosed
with this letter is an amended Boise Cascade proxy ballot.
Using this ballot, you are able to vote on all proposals being
presented at the annual meeting, including the UFCW proposal.
I urge you to use this card to vote against the UFCW proposal,
against the proposal regarding reincorporation, and for the
election of all directors and appointment of Arthur Andersen as
independent accountants.
The UFCW has explained its reasons for presenting its advisory
proposal to shareholders. In brief, the UFCW represents
employees in the Arizona retail food industry and is currently
negotiating a labor contract over one Albertson's supermarket.
As part of this negotiation, the UFCW is presenting shareholder
proposals to Boise Cascade and other companies whose directors
are in some way affiliated with Albertson's.
I believe it is entirely inappropriate for the UFCW to seek to
gain negotiating leverage in its dealings with Albertson's
through the use of the Boise Cascade proxy process. Moreover,
I believe it is an abuse of the proxy process, and potentially
confusing to shareholders, for the UFCW to have undertaken its
solicitations without previously submitting its proposal to
shareholders within the established schedule that your company
has maintained for shareholder proposals.
More than half of other Fortune 500 companies currently have a
classified or staggered board. Boise Cascade, itself, has had
a classified board since 1985, when this governance structure
was approved by its shareholders. We believe there are
important advantages that accompany a classified board. First,
a classified board provides needed continuity as directors
retire from or are added to the board. With a classified
board, the majority of directors will always have had prior
experience as directors of Boise Cascade. Second, in the event
that the company were confronted with proposed takeover efforts
or other extraordinary transactions, the stability provided by
a classified board would give directors additional time to
consider appropriate alternatives to such proposals, and to act
in what it believes to be the best interest of all
shareholders, including responding to circumstances created by
demands or actions of a minority stockholder or stockholder
group.
If you have already submitted the proxy card previously
furnished by Boise Cascade, which does not include the UFCW
proposal (proposal 4), the company will exercise its
discretionary authority to vote AGAINST the UFCW proposal. If
you wish to specify the manner in which your shares are to be
voted on the UFCW proposal, you should mark, date, sign, and
submit the revised proxy card included with this letter.
Submission of a later dated proxy card will revoke any previous
proxy card you may have submitted. In any event, we ask that
you not return any proxy card sent by the UFCW.
The UFCW advisory shareholder proposal will be approved if the
votes for the proposal exceed the votes against the proposal.
Abstentions will not be counted as votes for or against the
proposal. Nevertheless, even if the proposal were approved,
actual declassification of the board of directors would
require a formal amendment to the company's Certificate of
Incorporation and approval by 80% of the company's outstanding
voting shares.
If you have any questions or need assistance in voting your
shares, please call Vince Hannity, Vice President, Corporate
Communications and Investor Relations, at 208/384-6390.
Thank you for your assistance and support.
Sincerely,
George J. Harad
Enclosure
<PAGE>
[LOGO] BOISE CASCADE CORPORATION o 1111 W. Jefferson Street (83702),
P.O. Box 50,
Boise, Idaho 83728-0001
PROXY ANNUAL MEETING OF SHAREHOLDERS, APRIL 18, 1997
- --------------------------------------------------------------------
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 25, 1997, at the annual meeting of
shareholders to be held on April 18, 1997, 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 PROPOSAL 2.
1. Election of Directors: Philip J. Carroll George J. Harad
Donald S. Macdonald Gary G. Michael
Jane E. Shaw Edson W. Spencer
[ ] FOR all nominees (except as may be indicated)
[ ] WITHHOLD AUTHORITY for all nominees
[ ] WITHHOLD AUTHORITY for the following nominees(s) only:
write name(s)___________________________________________
2. Appointment of Arthur Andersen LLP as independent accountants
for 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSALS 3 AND 4.
3. Shareholder proposal to change state of incorporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Shareholder proposal to declassify Board of Directors.
[ ] 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 AND 2, IF UNMARKED, WILL RECEIVE FOR VOTES AND
PROPOSALS 3 AND 4, IF UNMARKED, WILL RECEIVE AGAINST VOTES.
This card provides voting authority for all beneficial holdings
of Boise Cascade Corporation 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
<PAGE>
[LOGO] BOISE CASCADE CORPORATION o 1111 W. Jefferson Street (83702),
P.O. Box 50,
Boise, Idaho 83728-0001
PROXY AND VOTING
INSTRUCTION CARD ANNUAL MEETING OF SHAREHOLDERS, APRIL 18, 1997
- --------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED
BELOW AND FOR PROPOSAL 2.
1. Election of Directors: Philip J. Carroll George J. Harad
Donald S. Macdonald Gary G. Michael
Jane E. Shaw Edson W. Spencer
[ ] FOR all nominees (except as may be indicated)
[ ] WITHHOLD AUTHORITY for all nominees
[ ] WITHHOLD AUTHORITY for the following nominees(s) only:
write name(s)_____________________________________________
2. Appointment of Arthur Andersen LLP as independent accountants
for 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSALS 3 AND 4.
3. Shareholder proposal to change state of incorporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Shareholder proposal to declassify Board of Directors.
[ ] 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.
(Instructions on Reverse Side)
PROXY AND VOTING INSTRUCTION CARD BOISE CASCADE CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
APRIL 18, 1997
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 beneficially
held of record by the undersigned on February 25, 1997, at the
annual meeting of shareholders to be held on April 18, 1997, 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 stock.
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 and 2, if unmarked, will receive FOR votes and
proposals 3 and 4, if unmarked, will receive AGAINST votes.
(To be SIGNED on other side)
<PAGE>
ANNUAL MEETING OF SHAREHOLDERS, APRIL 18, 1997
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 25, 1997, at the annual
meeting of shareholders to be held on April 18, 1997, 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 proposal 2.
1. Election of Directors: Philip J. Carroll Gary G. Michael
George J. Harad Jane E. Shaw
Donald S. Macdonald Edson W. Spencer
FOR: ________ shares
WITHHOLD AUTHORITY: ________ shares
WITHHOLD AUTHORITY for the following nominee(s) only
Philip J. Carroll ____________ Shares
George J. Harad ____________ Shares
Donald S. Macdonald ____________ Shares
Gary G. Michael ____________ Shares
Jane E. Shaw ____________ Shares
Edson W. Spencer ____________ Shares
2. Appointment of Arthur Andersen LLP as independent accountants
for 1997.
SHARES FOR: SHARES AGAINST: SHARES ABSTAINING:
___________ ______________ _______________
The Board of Directors recommends a vote AGAINST proposals 3 and 4.
3. Shareholder proposal to change state of incorporation.
SHARES FOR: SHARES AGAINST: SHARES ABSTAINING:
___________ ______________ _______________
4. Shareholder proposal to declassify Board of Directors.
SHARES FOR: SHARES AGAINST: SHARES ABSTAINING:
___________ ______________ _______________
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
proxy.
This proxy provides voting authority for all holdings of Boise
Cascade Corporation 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: April ___, 1997
Signature of Shareholder _____________________________________
Forward this form to Corporate Election Services,
P.O. Box 1150, Pittsburgh, PA 15230-9954
<PAGE>
ANNUAL MEETING OF SHAREHOLDERS, APRIL 18, 1997
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 25, 1997, at the annual
meeting of shareholders to be held on April 18, 1997, 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 proposal 2.
1. Election of Directors: Philip J. Carroll Gary G. Michael
George J. Harad Jane E. Shaw
Donald S. Macdonald Edson W. Spencer
FOR: ________ shares
WITHHOLD AUTHORITY: ________ shares
WITHHOLD AUTHORITY for the following nominee(s) only
Philip J. Carroll ____________ Shares
George J. Harad ____________ Shares
Donald S. Macdonald ____________ Shares
Gary G. Michael ____________ Shares
Jane E. Shaw ____________ Shares
Edson W. Spencer ____________ Shares
2. Appointment of Arthur Andersen LLP as independent accountants
for 1997.
SHARES FOR: SHARES AGAINST: SHARES ABSTAINING:
___________ ______________ _______________
The Board of Directors recommends a vote AGAINST proposals 3 and 4.
3 Shareholder proposal to change state of incorporation.
SHARES FOR: SHARES AGAINST: SHARES ABSTAINING:
___________ ______________ _______________
4. Shareholder proposal to declassify Board of Directors.
SHARES FOR: SHARES AGAINST: SHARES ABSTAINING:
___________ ______________ _______________
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 and 2, if unmarked, will receive FOR votes and
proposals 3 and 4, if unmarked, will receive AGAINST votes. You,
as trustee, must sign and return this proxy for the Plan shares
to be counted.
This proxy provides voting authority for all holdings of Boise
Cascade Corporation 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 5,728,456 Shares
trustee for the Boise Cascade Corporation
Savings and Supplemental Retirement Plan
and Employee Stock Ownership Plan.
Date: April ___, 1997
Signature of Trustee _____________________________________
Forward this form to Corporate Election Services,
P.O. Box 1150, Pittsburgh, PA 15230-9954
