<PAGE> 1
As filed with the Securities and Exchange Commission on May 6, 1996
Registration No. 33-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
THIS FILING IS MADE TO CORRECT THE FILING MADE YESTERDAY DUE TO THE FACT THAT
ALL OF THE DOCUMENT DID NOT TRANSMITTED.
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PAYLESS CASHWAYS, INC.
(Exact name of Registrant as specified in its charter)
Iowa 42-0945849
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Two Pershing Square, 2300 Main Street
Kansas City, Missouri 64108
(Address, including zip code, of Registrant's principal executive offices)
PAYLESS CASHWAYS, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS
(Full Title of the Plan)
David Stanley
Chairman of the Board and Chief Executive Officer
Payless Cashways, Inc.
Two Pershing Square, 2300 Main Street
Kansas City, Missouri 64108
(816) 234-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
(Cover page continued on next page)
<PAGE> 2
(Cover page continued from preceding page)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per share offering price fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 250,000 $4.125 $1,031,250 $355.60
$.01 per share shares (1)
- ------------------------------------------------------------------------------
</TABLE>
(1) To be sold pursuant to the Payless Cashways, Inc. Deferred Compensation
Plan for Directors (the "Plan").
(2) Pursuant to Rule 457(h)(1), the aggregate offering price and the amount
of the registration fee is computed based on the price of $4.125 per
share, the average of the high and low prices of the Registrant's
Common Stock on the New York Stock Exchange on May 1, 1996, and
assuming that 250,000 shares is the maximum number of the
Registrant's securities issuable under the Plan that are covered by
the Registration Statement.
<PAGE> 3
EXPLANATORY NOTE
As permitted by the rules of the Securities and
Exchange Commission (the "Commission"), this
Registration Statement omits the information
specified in Part I of Form S-8.
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Payless Cashways,
Inc. (the "Company") (File No. 1-8210) are incorporated in this Registration
Statement on Form S-8 (the "Registration Statement") by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended November 25, 1995;
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended February 24, 1996; and
3. The description of the Company's Common Stock set forth in
Form 8-A Registration Statement dated February 11, 1993.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing of such documents.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article IX of the Restated Articles of Incorporation of the Company
states that directors of the Company shall not be liable for monetary damages
for breach of fiduciary duty, except directors will remain liable for damages
for (i) a breach of their duty of loyalty to the Company or its shareholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct
or knowing violation of law; (iii) any transaction from which the director
derived an improper personal benefit; or (iv) violation of Section 490.833 of
the Iowa Business Corporation Act, involving unlawful distributions. Article X
of the Restated Articles of Incorporation of the Company also provides that the
Company shall indemnify and advance expenses to each person who serves as an
officer or director of the Company or who serves in similar capacities in
another enterprise at the request of the Company ("Eligible Person") to the
fullest extent permitted by Iowa law.
Under current Iowa law, the Company would be required under Article X
(i) to indemnify an Eligible Person for all reasonable expenses of litigation or
other legal proceedings when the person successfully defends an action brought
against him or her by reason of his/her other service, (ii) to indemnify an
Eligible Person for the expenses, judgments, fines and amounts paid in
settlement of litigation (other than an action by or in the right of the
Company, which hereinafter will be referred to as a "derivative action"), even
if the person is not successful if he or she acted in good faith, reasonably
believed that the conduct was in the best interests of the Company and is not
adjudged liable for improperly receiving a personal benefit (and, if a criminal
action, had no reasonable cause to believe the
<PAGE> 5
conduct was unlawful), (iii) to indemnify an Eligible Person for reasonable
expenses of a derivative action (but not damages or amounts paid in settlement),
if the person acted in good faith, reasonably believed that the conduct was in
the best interests of the Company and is not adjudged liable for improperly
receiving a personal benefit (and, if a criminal action, had no reasonable cause
to believe the conduct was unlawful), (iv) to indemnify an Eligible Person,
regardless of whether the person meets the standard of conduct described in
clauses (ii) and (iii), if a court determines the person is fairly and
reasonably entitled to indemnification, and (v) to indemnify any officer who is
not a director to such further extent as is consistent with the law. The
indemnification described in clauses (ii) and (iii) above may be made only upon
a determination that the applicable standard of conduct is met. The
determination must be made by a majority of a quorum of disinterested directors,
or if a quorum of disinterested directors cannot be obtained, by a majority of a
committee of two or more disinterested directors, by independent legal counsel
in a written opinion, or by the shareholders. Additionally, under current Iowa
law, Article X requires the Company to advance expenses incurred by an Eligible
Person in defending an action prior to the final disposition upon a
determination that the applicable standard of conduct is met or upon receipt of
a written affirmation by the Eligible Person to repay funds advanced if it is
ultimately determined that he or she is not entitled to indemnification or a
determination is made that the facts then known to those making the
determination would not preclude indemnification.
In addition, the Company has entered into indemnification agreements
(the "Indemnification Agreements") with each of its directors and officers of
the Company. The Indemnification Agreements (i) confirm to officers and
directors the indemnification provided to them in the Restated Articles of
Incorporation of the Company, (ii) provide officers and directors with
procedural protections in the event that they are sued in their capacity as
director or officer, (iii) provide additional indemnification rights, and (iv)
provide contribution rights in the event that indemnification is unavailable or
insufficient.
The Indemnification Agreements set forth the procedure pursuant to
which claims for indemnification are to be handled. The Indemnification
Agreements also impose upon the Company the burden of proving that
indemnification is not permitted. If the Company is being called upon to provide
indemnification, it has the right to defend the lawsuit. The indemnitee has the
right to indemnification for separate counsel expenses only if the Company
consents, if the Company fails to defend the action, or if there is a conflict
of interest between the person indemnified and the Company. The Indemnification
Agreements provide that if there is a dispute as to whether a person is entitled
to indemnification, then the dispute will be resolved by a court or, at the
indemnitee's option, by arbitration. The Indemnification Agreements also provide
that the Company will reimburse an indemnified party for all reasonable fees and
expenses incurred in any successful action brought to enforce rights or collect
moneys due under the Indemnification Agreements.
The Indemnification Agreements provide that officers and directors
shall be indemnified, in accordance with and to the fullest extent permitted by
law, against amounts incurred by them in connection with any action, except a
derivative action, in which they become involved by reason of their service as a
director, officer, employee or agent of the Company or as a director, officer,
employee or agent of any other enterprise when they are serving at the request
of the Company. Additional indemnification is also provided pursuant to the
non-exclusive language of the Iowa statute, and may include witness-related
expenses and party-plaintiff expenses where the person is not suing the Company.
In cases where the party is suing the Company, the Indemnification Agreements
provide that indemnification will not be provided and no contribution (as
described below) will be made (i) to the extent payment is made under an
insurance policy, (ii) if payment is required/received other than pursuant to
the Indemnification Agreement, (iii) in a derivative action unless the person is
not liable, in which case reasonable expenses may be awarded, (iv) for acts or
omissions prohibited under Iowa law, or (v) if a court determines that
indemnification or contribution is not lawful.
The Indemnification Agreements also provide for contribution by the
Company to amounts paid in any situation in which the Company and any individual
are jointly liable (or would be if the Company were joined in the litigation) if
for any reason (except as described above) the additional indemnification is
unenforceable or insufficient to hold a party harmless. Contribution could be
permitted if indemnification were held to be void for public policy reasons.
Contribution is based on the relative
<PAGE> 6
benefits to the Company and the individual of the transaction from which
liability arose, and on the relative fault in the transaction of the Company and
the individual. In comparing relative benefits, the benefit to an individual is
presumed not to exceed the individuals' annual salary or compensation, but this
presumption does not limit the individual's contributive share based on other
equitable factors.
The procedure for determining contribution claims is identical to that
for indemnification claims. The Indemnification Agreements prohibit the Company
from challenging the validity of the provisions thereof.
There is in effect for the Company an insurance policy providing
directors and officers with indemnification, subject to certain exclusions and
to the extent not otherwise indemnified by the Company, against loss (including
expenses incurred in the defense of actions, suits or proceedings in connection
therewith) arising from any negligent act, error, omission or breach of duty
while acting in their capacity as directors and officers of the Company. The
policy also reimburses the Company for liability incurred in the indemnification
of its directors and officers.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8: EXHIBITS
4.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 filed as part of
Amendment No. 1 to Registration Statement No. 33-58008 on Form
S-2 on March 8, 1993)
4.2 By-laws of the Company (incorporated by reference to Exhibit
3.1 filed as part of Payless' Quarterly Report on Form 10-Q
for the quarter ended August 27, 1994)
5.1 Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.
15.1 Letter re unaudited financial information - KPMG Peat Marwick
LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Blackwell Sanders Matheny Weary & Lombardi L.C.
(included in Exhibit 5.1)
24.1 Powers of Attorney
[FN]
Incorporated by reference.
ITEM 9: UNDERTAKINGS
Rule 415 Offering.
- -----------------
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
<PAGE> 7
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(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;
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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 herein, 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.
Incorporation of Subsequent Exchange Act Documents by Reference.
- ---------------------------------------------------------------
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 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.
Form S-8 Registration Statement.
- -------------------------------
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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> 8
SIGNATURES
The Registrant. 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 Kansas City, State of Missouri, on May 6, 1996.
PAYLESS CASHWAYS, INC.
By: /s/ Linda J. French
--------------------------------
Linda J. French
Senior Vice President-
General Counsel/Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chief Executive Officer and May 6, 1996
- ------------------------------------------
David Stanley Chairman of the Board
(Principal Executive Officer)
* President and Chief Operating May 6, 1996
- ------------------------------------------
Susan M. Stanton Officer and Director
* Senior Vice President - May 6, 1996
- ------------------------------------------
Stephen A. Lightstone Finance/Treasurer and Chief
Financial Officer (Principal
Financial Officer and
Principal Accounting Officer)
* Director May 6, 1996
- ------------------------------------------
Harold Cohen
* Director May 6, 1996
- ------------------------------------------
Scott G. Fossel
* Director May 6, 1996
- ------------------------------------------
William A. Hall
* Director May 6, 1996
- ------------------------------------------
George Latimer
* Director May 6, 1996
- ------------------------------------------
Wayne B. Lyon
* Director May 6, 1996
- ------------------------------------------
Gary D. Rose
* Director May 6, 1996
- ------------------------------------------
Louis W. Smith
<PAGE> 9
* Lead Director May 6, 1996
- ------------------------------------------
Ralph Strangis
* Director May 6, 1996
- ------------------------------------------
John H. Weitnauer, Jr.
By: /s/ Linda J. French
- ------------------------------ as attorney-in-fact for the
Linda J. French, above officers and directors
Attorney-in-Fact marked by an asterisk.
</TABLE>
<PAGE> 10
EXHIBIT INDEX
-------------
Exhibit Sequentially
Number Description of Exhibit Numbered Page
- ------- ---------------------- -------------
4.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 filed as
part of Amendment No. 1 to Registration Statement
No. 33-58008 on Form S-2 on March 8, 1993)
4.2 By-laws of the Company (incorporated by reference
to Exhibit 3.1 filed as part of Payless' Quarterly
Report on Form 10-Q for the quarter ended August 27,
1994)
5.1 Opinion of Blackwell Sanders Matheny Weary &
Lombardi L.C.
15.1 Letter re unaudited financial information -
KPMG Peat Marwick LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Blackwell Sanders Matheny Weary &
Lombardi L.C. (included in Exhibit 5.1)
24.1 Powers of Attorney
[FN]
Incorporated by reference.
<PAGE> 11
Exhibit 5.1
=============================================================
LETTERHEAD OF BLACKWELL SANDERS MATHENY WEARY & LOMBARD
=============================================================
May 6, 1996
Payless Cashways, Inc.
Two Pershing Square
2300 Main Street
Kansas City, Missouri 64108
Gentlemen:
We refer to the Registration Statement of Payless Cashways, Inc. (the "Company")
on Form S-8 filed with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended, 250,000 shares of the
Company's Common Stock, par value $.01 per share, to be purchased by
participants in the Payless Cashways, Inc. Deferred Compensation Plan for
Directors (the "Plan").
We are familiar with the proceedings to date with respect to such proposed sale
and have examined such records, documents and matters of law and satisfied
ourselves as to such matters of fact as we have considered relevant for the
purposes of this opinion.
Based upon the foregoing, it is our opinion that the 250,000 shares of Common
Stock have been duly authorized, and, when purchased in accordance with the
Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours.
<PAGE> 12
Exhibit 15.1
==========================================================
LETTERHEAD OF KPMG PEAT MARWICK LLP
==========================================================
Payless Cashways, Inc.
Kansas City, Missouri
Gentlemen:
With respect to the subject registration statement on Form S-8, we acknowledge
our awareness of the use therein of our report dated March 11, 1996 related to
our review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Securities Act.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Kansas City, Missouri
May 6, 1996
<PAGE> 13
Exhibit 23.1
=====================================================
LETTERHEAD OF KPMG PEAT MARWICK LLP
=====================================================
AUDITORS' CONSENT
------------------------------
The Board of Directors
Payless Cashways, Inc.
We consent to incorporation by reference in the registration statement
on Form S-8 of Payless Cashways, Inc. of our audit reports dated
January 9, 1996, relating to the consolidated balance sheets of Payless
Cashways, Inc. and subsidiary as of November 25, 1995 and November
26, 1994 and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the fiscal years in
the three-year period ended November 25, 1995, and the related
schedule, which reports appear in the November 25, 1995 annual
report on Form 10-K of Payless Cashways, Inc.
/s/KPMG PEAT MARWICK LLP
Kansas City, Missouri
May 6, 1996
<PAGE> 114
Exhibit 23.2
CONSENT OF BLACKWELL SANDERS MATHENY WEARY &
LOMBARDI L.C.
(INCLUDED IN EXHIBIT 5.1)
<PAGE> 15
Exhibit 24.1
POWER OF ATTORNEY
-------------------------------
I, the undersigned Director and Officer of Payless Cashways, Inc. do
hereby name, constitute and appoint Stephen A. Lightstone or Linda J. French,
and each of them, my agent and attorney-in-fact, for me and in my behalf as a
Director and Officer of Payless Cashways, Inc., to sign and execute a
Registration Statement on Form S-8 and any amendments thereto, relating to the
registration with the Securities and Exchange Commission of 250,000 shares of
Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection
with the Payless Cashways, Inc. Deferred Compensation Plan for Directors.
Executed this 18th day of April, 1996.
/s/ David Stanley
----------------------------------
David Stanley
<PAGE> 16
Exhibit 24.1
POWER OF ATTORNEY
-----------------
I, the undersigned Director and Officer of Payless Cashways, Inc. do
hereby name, constitute and appoint Stephen A. Lightstone or Linda J. French,
and each of them, my agent and attorney-in-fact, for me and in my behalf as a
Director and Officer of Payless Cashways, Inc., to sign and execute a
Registration Statement on Form S-8 and any amendments thereto, relating to the
registration with the Securities and Exchange Commission of 250,000 shares of
Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection
with the Payless Cashways, Inc. Deferred Compensation Plan for Directors.
Executed this 17h day of April, 1996.
/s/ Susan M. Stanton
----------------------------------
Susan M. Stanton
<PAGE> 17
Exhibit 24.1
POWER OF ATTORNEY
-----------------
I, the undersigned Officer of Payless Cashways, Inc. do hereby name,
constitute and appoint Linda J. French, my agent and attorney-in-fact, for me
and in my behalf as an Officer of Payless Cashways, Inc., to sign and execute a
Registration Statement on Form S-8 and any amendments thereto, relating to the
registration with the Securities and Exchange Commission of 250,000 shares of
Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection
with the Payless Cashways, Inc. Deferred Compensation Plan for Directors.
Executed this 18th day of April, 1996.
/s/ Stephen A. Lightstone
----------------------------------
Stephen A. Lightstone
<PAGE> 18
Exhibit 24.1
POWER OF ATTORNEY
-----------------
I, the undersigned Director of Payless Cashways, Inc. do hereby name,
constitute and appoint Stephen A. Lightstone or Linda J. French, and each of
them, my agent and attorney-in-fact, for me and in my behalf as a Director of
Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8
and any amendments thereto, relating to the registration with the Securities and
Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share,
of Payless Cashways, Inc., in connection with the Payless Cashways, Inc.
Deferred Compensation Plan for Directors.
Executed this 18th day of April, 1996.
/s/ Harold Cohen
----------------------------------
Harold Cohen
<PAGE> 19
Exhibit 24.1
POWER OF ATTORNEY
-----------------
I, the undersigned Director of Payless Cashways, Inc. do hereby name,
constitute and appoint Stephen A. Lightstone or Linda J. French, and each of
them, my agent and attorney-in-fact, for me and in my behalf as a Director of
Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8
and any amendments thereto, relating to the registration with the Securities and
Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share,
of Payless Cashways, Inc., in connection with the Payless Cashways, Inc.
Deferred Compensation Plan for Directors.
Executed this 18th day of April, 1996.
/s/ Scott G. Fossel
----------------------------------
Scott G. Fossel
<PAGE> 20
Exhibit 24.1
POWER OF ATTORNEY
-----------------
I, the undersigned Director of Payless Cashways, Inc. do hereby name,
constitute and appoint Stephen A. Lightstone or Linda J. French, and each of
them, my agent and attorney-in-fact, for me and in my behalf as a Director of
Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8
and any amendments thereto, relating to the registration with the Securities and
Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share,
of Payless Cashways, Inc., in connection with the Payless Cashways, Inc.
Deferred Compensation Plan for Directors.
Executed this 17h day of April, 1996.
/s/ William A. Hall
----------------------------------
William A. Hall
<PAGE> 21
Exhibit 24.1
POWER OF ATTORNEY
-----------------
I, the undersigned Director of Payless Cashways, Inc. do hereby name,
constitute and appoint Stephen A. Lightstone or Linda J. French, and each of
them, my agent and attorney-in-fact, for me and in my behalf as a Director of
Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8
and any amendments thereto, relating to the registration with the Securities and
Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share,
of Payless Cashways, Inc., in connection with the Payless Cashways, Inc.
Deferred Compensation Plan for Directors.
Executed this 18th day of April, 1996.
/s/ George Latimer
----------------------------------
George Latimer
<PAGE> 22
Exhibit 24.1
POWER OF ATTORNEY
-----------------
I, the undersigned Director of Payless Cashways, Inc. do hereby name,
constitute and appoint Stephen A. Lightstone or Linda J. French, and each of
them, my agent and attorney-in-fact, for me and in my behalf as a Director of
Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8
and any amendments thereto, relating to the registration with the Securities and
Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share,
of Payless Cashways, Inc., in connection with the Payless Cashways, Inc.
Deferred Compensation Plan for Directors.
Executed this 18th day of April, 1996.
/s/ Wayne B. Lyon
----------------------------------
Wayne B. Lyon
<PAGE> 23
Exhibit 24.1
POWER OF ATTORNEY
-----------------
I, the undersigned Director of Payless Cashways, Inc. do hereby name,
constitute and appoint Stephen A. Lightstone or Linda J. French, and each of
them, my agent and attorney-in-fact, for me and in my behalf as a Director of
Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8
and any amendments thereto, relating to the registration with the Securities and
Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share,
of Payless Cashways, Inc., in connection with the Payless Cashways, Inc.
Deferred Compensation Plan for Directors.
Executed this 18th day of April, 1996.
/s/Gary D. Rose
----------------------------------
Gary D. Rose
<PAGE> 24
Exhibit 24.1
POWER OF ATTORNEY
-----------------
I, the undersigned Director of Payless Cashways, Inc. do hereby name,
constitute and appoint Stephen A. Lightstone or Linda J. French, and each of
them, my agent and attorney-in-fact, for me and in my behalf as a Director of
Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8
and any amendments thereto, relating to the registration with the Securities and
Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share,
of Payless Cashways, Inc., in connection with the Payless Cashways, Inc.
Deferred Compensation Plan for Directors.
Executed this 18th day of April, 1996.
/s/ Louis W. Smith
----------------------------------
Louis W. Smith
<PAGE> 24
Exhibit 24.1
POWER OF ATTORNEY
-----------------
I, the undersigned Director of Payless Cashways, Inc. do hereby name,
constitute and appoint Stephen A. Lightstone or Linda J. French, and each of
them, my agent and attorney-in-fact, for me and in my behalf as a Director of
Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8
and any amendments thereto, relating to the registration with the Securities and
Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share,
of Payless Cashways, Inc., in connection with the Payless Cashways, Inc.
Deferred Compensation Plan for Directors.
Executed this 18th day of April, 1996.
/s/Ralph Strangis
----------------------------------
Ralph Strangis
<PAGE> 25
Exhibit 24.1
POWER OF ATTORNEY
-----------------
I, the undersigned Director of Payless Cashways, Inc. do hereby name,
constitute and appoint Stephen A. Lightstone or Linda J. French, and each of
them, my agent and attorney-in-fact, for me and in my behalf as a Director of
Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8
and any amendments thereto, relating to the registration with the Securities and
Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share,
of Payless Cashways, Inc., in connection with the Payless Cashways, Inc.
Deferred Compensation Plan for Directors.
Executed this 18th day of April, 1996.
/s/ John H. Weitnauer, Jr.
----------------------------------
John H. Weitnauer, Jr.
<PAGE> 26
Exhibit 24.1
POWER OF ATTORNEY
-----------------
I, the undersigned Officer of Payless Cashways, Inc. do hereby name,
constitute and appoint Stephen A. Lightstone, my agent and attorney-in-fact, for
me and in my behalf as an Officer of Payless Cashways, Inc., to sign and execute
a Registration Statement on Form S-8 and any amendments thereto, relating to the
registration with the Securities and Exchange Commission of 250,000 shares of
Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection
with the Payless Cashways, Inc. Deferred Compensation Plan for Directors.
Executed this 18th day of April, 1996.
/s/Linda J. French
----------------------------------
Linda J. French
<PAGE> 27
=========================================================
LETTERHEAD OF PAYLESS CASHWAYS, INC.
=========================================================
May 6, 1996
Attn: Filer Support
U. S. Securities and Exchange Commission
Mail Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Gentlemen:
The Form S-8 Registration Statement of Payless Cashways, Inc. registering
250,000 shares of Common Stock under the Payless Cashways, Inc.
Deferred Compensation Plan for Directors is being filed today, via
Edgar.
The Company wire transferred the filing fee of $355.60 to your account
no. 910-8739 at Mellon Bank, Pittsburgh, Pennsylvania, on May 6, 1996.
Very truly yours,
/s/ Linda J. French
Linda J. French
Senior Vice President
General Counsel/Secretary
LJF:dd
Enclosures
cc: Mr. Robert F. Bartelmes, Esq.
Securities and Exchange Commission
