As filed with the Securities and Exchange Commission on July 17, 1998
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)
<TABLE>
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
<CAPTION>
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)
______________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 1,500,000 shares $30.75 $46,125,000 $13,606.88
$2.50 par value
Common Stock 1,500,000 shares N/A N/A N/A
Purchase Rights(2)
______________________________________________________________________________
<FN>
(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.
_____________________________________________________________________________
_____________________________________________________________________________
</TABLE>
<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 SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered part of this Registration Statement, and later
information filed with the SEC will update and supersede this information.
We incorporate by reference the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934:
1. Annual Report on Form 10-K for the year ended December 31, 1997;
2. Interim Report on Form 10-Q for the quarter ended March 31, 1998;
3. Definitive Proxy Statement dated March 11, 1998, used in connection
with the Annual Meeting of Shareholders held on April 17, 1998; 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.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Investor Relations Department
Boise Cascade Corporation
P.O. Box 50
Boise, Idaho 83728-0001
208/384-6390
http://www.bc.com
Description of Securities
The securities covered by this Registration Statement consist of a
maximum of 1,500,000 shares of the company's common stock, together with
the related common stock purchase rights.
Interests of Named Experts and Counsel
The audited financial statements incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports which accompany those
statements, and are incorporated by reference 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 will be passed upon
for us by John W. Holleran, who is our Senior Vice President and General
Counsel. As of June 30, 1998, Mr. Holleran was the beneficial owner of
1,152 shares of our common stock and 834 shares of our Convertible Preferred
Stock, Series D, in the Employee Stock Option Plan. Mr. Holleran holds
options to purchase shares of our common stock under a company stock option
plan.
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. Our Restated Certificate of Incorporation and bylaws provide
that we shall indemnify, to the extent permitted by Delaware law, our
directors, officers, and employees 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.
Our directors and officers are insured, under insurance policies
maintained by the company (subject to the limitations of the policies),
against certain expenses incurred in the defense of actions, suits, or
proceedings and certain liabilities which might be imposed as a result of
such actions, suits, or proceedings, to which they are parties by reason of
being or having been directors or officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling
the company pursuant to the above provisions, we have been advised that in
the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
Exhibits
Required exhibits are listed in the Index to Exhibits and are
incorporated by 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 of 1933, 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 of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 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 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 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 29, 1998, incorporated by reference in Boise Cascade
Corporation's Form 10-K for the year ended December 31, 1997, and to all
references to our firm included in this Registration Statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boise, Idaho
July 17, 1998
<PAGE>
Power of Attorney
Each person whose signature appears below appoints George J. Harad and
John W. Holleran, and each of them severally, acting alone and without the
other, their 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 and other documents, any and all
amendments (including post-effective amendments) to this Registration
Statement necessary or advisable to enable the company 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
Pursuant to the requirements of the Securities Act of 1933, the company
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 July 17, 1998.
BOISE CASCADE CORPORATION
By /s/George J. Harad
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 July 17, 1998.
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
(Principal 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/Philip J. Carroll Director
Philip J. Carroll
/s/Edward E. Hagenlocker Director
Edward E. Hagenlocker
/s/Robert K. Jaedicke Director
Robert K. Jaedicke
/s/Donald S. Macdonald Director
Donald S. Macdonald
/s/Gary G. Michael Director
Gary G. Michael
/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: July 17, 1998
<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
December 12, 1997
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 --
<PAGE>
Exhibit 4
BOISE CASCADE CORPORATION
1984 KEY EXECUTIVE STOCK OPTION PLAN
(As Amended Through December 12, 1997)
<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 10,100,000. 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 directors 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.
<PAGE>
Exhibit 5
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
[email protected]
July 17, 1998
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. In that capacity, I represent the
Company in connection with the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8. The
Registration Statement relates to the registration of 1,500,000 shares of
the company's common stock to be issued under the 1984 Key Executive Stock
Option Plan (the "KESOP"). I 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. I also consent to the references to me therein under the heading
"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
