<PAGE>
As filed with the Securities and Exchange Commission on July 11, 1994.
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POTLATCH CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 82-0156045
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Maritime Plaza
San Francisco, California 94111
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
POTLATCH CORPORATION SALARIED EMPLOYEES' SAVINGS PLAN
-----------------------------------------------------
(Full title of the plan)
Copy to:
SANDRA T. POWELL, Secretary BLAIR W. WHITE, ESQ.
Potlatch Corporation Pillsbury Madison & Sutro
One Maritime Plaza P.O. Box 7880
San Francisco, California 94111 San Francisco, CA 94120
(415) 576-8800 (415) 983-1000
- ------------------------------------------ --------------------------
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Securities Amount To Be Maximum Offering Maximum Aggregate Amount of
To Be Registered Registered(1) Price per Share(2) Offering Price(2) Registration Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 600,000
$1.00 par value shares $38.625 $23,175,000 $7,992.00
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Potlatch Corporation Salaried Employees' Savings
Plan.
- ------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to General Instruction E to Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon the average of the high and low
reported sales prices of Potlatch Corporation's common stock as reported on
the New York Stock Exchange (by the Wall Street Journal) on July 6, 1994.
------------------
The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
================================================================================
<PAGE>
PART II - INFORMATION REQUIRED PURSUANT TO
------------------------------------------
GENERAL INSTRUCTION E TO FORM S-8
---------------------------------
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of Potlatch Corporation (the "Company") on Form S-8
relating to the Potlatch Corporation Salaried Employees' Savings Plan (the
"Plan") is effective.
The Company's Form S-8 Registration Statement filed with the Securities and
Exchange Commission (the "Commission") on April 18, 1989, File No. 33-28220, and
its Form S-8 Registration Statement filed with the Commission on October 10,
1985, File No. 33-00805, are hereby incorporated by reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company and the Plan with the
Commission are incorporated by reference in this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 filed pursuant to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act").
(2) The Plan's Annual Report on Form 11-K for the year ended December 31,
1993, filed pursuant to Section 15(d) of the Exchange Act.
(3) The Company's Quarterly Reports on Form 10-Q for the fiscal quarter
ended March 31, 1994, filed pursuant to Section 13 of the Exchange Act.
(4) All other reports filed by the Company since December 31, 1993 with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act.
(5) The description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission pursuant
to Section 12 of the Exchange Act, including any subsequent amendment or report
filed for the purpose of updating such information (File No. 1-5313).
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
-2-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, Potlatch
Corporation 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 and County of San Francisco, State of California,
on the 11th day of July, 1994.
POTLATCH CORPORATION
By /s/ BETTY R. FLESHMAN
-----------------------------------
Betty R. Fleshman
Assistant 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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
(i) Principal Executive
Officer:
*JOHN M. RICHARDS Chairman of the Board July 11, 1994
and Chief Executive
Officer
(ii) Principal Financial
Officer:
*GEORGE E. PFAUTSCH Senior Vice President, July 11, 1994
Finance
(iii) Principal Accounting
Officer:
*TERRY L. CARTER Controller July 11, 1994
(iv) Directors:
*RICHARD A. CLARKE Director July 11, 1994
*KENNETH T. DERR Director July 11, 1994
*ALLEN F. JACOBSON Director July 11, 1994
*GEORGE F. JEWETT, JR. Director July 11, 1994
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <C> <C>
*RICHARD B. MADDEN Director July 11, 1994
*RICHARD M. MORROW Director July 11, 1994
*VIVIAN W. PIASECKI Director July 11, 1994
*TONI REMBE Director July 11, 1994
*REUBEN F. RICHARDS Director July 11, 1994
*RICHARD M. ROSENBERG Director July 11, 1994
*ROBERT G. SCHWARTZ Director July 11, 1994
*CHARLES R. WEAVER Director July 11, 1994
*FREDERICK T. Director July 11, 1994
WEYERHAEUSER
*DR. WILLIAM T. Director July 11, 1994
WEYERHAEUSER
*By BETTY R. FLESHMAN
-------------------------
(Betty R. Fleshman,
Attorney-in-fact)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and County of San
Francisco, State of California, on the 11th day of July, 1994.
POTLATCH CORPORATION SALARIED
EMPLOYEES' SAVINGS PLAN
By POTLATCH CORPORATION
(Plan Administrator)
By /s/ BETTY R. FLESHMAN
----------------------------------
Betty R. Fleshman
Assistant Secretary
-4-
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Exhibit
- ------ -------
5.1 Internal Revenue Service
Determination Letter for the Plan.
23.1 Consent of KPMG Peat Marwick.
24.1 Powers of Attorney.
<PAGE>
Exhibit 5.1
-----------
Internal Revenue Service Department of the Treasury
District Director
915 SECOND AVENUE STOP 530 File Folder Number:
SEATTLE, WA 98174- 82000000000283
Person to Contact:
Date: MAR 20 1987 WILLIAM MORRIS
Contact Telephone Number:
POTLATCH CORPORATION (206) 442-8485
C/O BARBARA B CREED ROBERT HEIMBICHNER Plan Name:
PILLSBURY MADISON AND SUTRO POTLATCH CORP SALARIED EMP
P O BOX 7880 SAV INVESTMT & STOCK OWNSHP
SAN FRANCISCO, CA 94120- PLAN
Plan Number: 022
Dear Applicant:
Based on the information supplied, we have made a favorable determination
on your application identified above. Please keep this letter in your permanent
records.
Continued qualification of the plan will depend on its effect in operation
under its present form. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) The status of the plan in operation will be reviewed
periodically.
The enclosed document describes some events that could occur after you
receive this letter that would automatically nullify it without specific notice
from us. The document also explains how operation of the plan may affect a
favorable determination letter, and contains information about filing
requirements.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other Federal
or local statutes.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
This determination expresses an opinion on whether the amendment(s), in and
of itself (themselves), affect(s) the continued qualified status of the plan
under Code section 401 and the exempt status of the related trust under section
501(a). This determination should not be construed as an opinion on the
qualification of the plan as a whole and the exempt status of the related trust
as a whole.
Your plan does not consider total compensation for purposes of figuring
benefits. The provision may, in operation, discriminate in favor of employees
who are stockholders, officers, or highly compensated. If this discrimination
occurs, your plan will not remain qualified. (See
Letter 835 (CG)
<PAGE>
-2-
POTLATCH CORPORATION
Rev. Rul. 69-503, 1969-2 C.B. 94.)
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have any questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
Frederick C. Nielsen
District Director
Enclosures:
Publication 794
OPWBP 515
Addendum
Letter 835 (CG)
<PAGE>
-3-
POTLATCH CORPORATION
This determination letter is applicable for the amendments adopted on February
22, 1985 and September 28, 1985.
Letter 835 (CG)
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors, Potlatch Corporation:
We consent to the use of our report dated January 26, 1994, included in the
Company's December 31, 1993 Annual Report on Form 10-K, incorporated herein by
reference, and to the use of our report dated April 8, 1994, included in the
December 31, 1993 Annual Report on Form 11-K of Potlatch Corporation Salaried
Employees' Savings Plan, incorporated herein by reference.
KPMG PEAT MARWICK
Portland, Oregon
July 11, 1994
<PAGE>
Exhibit 24.1
------------
POWER OF ATTORNEY
----- -- --------
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Sandra T.
Powell, Betty R. Fleshman, and Ralph M. Davisson, jointly and severally, my true
and lawful attorneys-in-fact and agents, each with full power of substitution,
in any or all of my offices and capacities with Potlatch Corporation as shown
below, to execute for me and on my behalf the registration statement on Form S-8
(the "Registration Statement") and any and all amendments and supplements
thereto, relating to the registration of the Potlatch Corporation Salaried
Employees' Savings Plan and to file the Registration Statement, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done and ratify and confirm all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed these presents this 19th day of
-- ------- -------
May, 1994.
Richard A. Clarke
-------------------------------
Director
<PAGE>
POWER OF ATTORNEY
----- -- --------
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Sandra T.
Powell, Betty R. Fleshman, and Ralph M. Davisson, jointly and severally, my true
and lawful attorneys-in-fact and agents, each with full power of substitution,
in any or all of my offices and capacities with Potlatch Corporation as shown
below, to execute for me and on my behalf the registration statement on Form S-8
(the "Registration Statement") and any and all amendments and supplements
thereto, relating to the registration of the Potlatch Corporation Salaried
Employees' Savings Plan and to file the Registration Statement, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done and ratify and confirm all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed these presents this 19th day of
-- ------- -------
May, 1994.
Kenneth T. Derr
-------------------------------
Director
<PAGE>
POWER OF ATTORNEY
----- -- --------
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Sandra T.
Powell, Betty R. Fleshman, and Ralph M. Davisson, jointly and severally, my true
and lawful attorneys-in-fact and agents, each with full power of substitution,
in any or all of my offices and capacities with Potlatch Corporation as shown
below, to execute for me and on my behalf the registration statement on Form S-8
(the "Registration Statement") and any and all amendments and supplements
thereto, relating to the registration of the Potlatch Corporation Salaried
Employees' Savings Plan and to file the Registration Statement, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done and ratify and confirm all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed these presents this 19th day of
-- ------- -------
May, 1994.
Allen F. Jacobson
-------------------------------
Director
<PAGE>
POWER OF ATTORNEY
----- -- --------
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Sandra T.
Powell, Betty R. Fleshman, and Ralph M. Davisson, jointly and severally, my true
and lawful attorneys-in-fact and agents, each with full power of substitution,
in any or all of my offices and capacities with Potlatch Corporation as shown
below, to execute for me and on my behalf the registration statement on Form S-8
(the "Registration Statement") and any and all amendments and supplements
thereto, relating to the registration of the Potlatch Corporation Salaried
Employees' Savings Plan and to file the Registration Statement, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done and ratify and confirm all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed these presents this 19th day of
-- ------- -------
May, 1994.
George F. Jewett, Jr.
-------------------------------
Director
<PAGE>
POWER OF ATTORNEY
----- -- --------
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Sandra T.
Powell, Betty R. Fleshman, and Ralph M. Davisson, jointly and severally, my true
and lawful attorneys-in-fact and agents, each with full power of substitution,
in any or all of my offices and capacities with Potlatch Corporation as shown
below, to execute for me and on my behalf the registration statement on Form S-8
(the "Registration Statement") and any and all amendments and supplements
thereto, relating to the registration of the Potlatch Corporation Salaried
Employees' Savings Plan and to file the Registration Statement, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done and ratify and confirm all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed these presents this 19th day of
-- ------- -------
May, 1994.
Richard B. Madden
-------------------------------
Director
<PAGE>
POWER OF ATTORNEY
----- -- --------
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Sandra T.
Powell, Betty R. Fleshman, and Ralph M. Davisson, jointly and severally, my true
and lawful attorneys-in-fact and agents, each with full power of substitution,
in any or all of my offices and capacities with Potlatch Corporation as shown
below, to execute for me and on my behalf the registration statement on Form S-8
(the "Registration Statement") and any and all amendments and supplements
thereto, relating to the registration of the Potlatch Corporation Salaried
Employees' Savings Plan and to file the Registration Statement, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done and ratify and confirm all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed these presents this 19th day of
-- ------- -------
May, 1994.
Richard M. Morrow
-------------------------------
Director
<PAGE>
POWER OF ATTORNEY
----- -- --------
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Sandra T.
Powell, Betty R. Fleshman, and Ralph M. Davisson, jointly and severally, my true
and lawful attorneys-in-fact and agents, each with full power of substitution,
in any or all of my offices and capacities with Potlatch Corporation as shown
below, to execute for me and on my behalf the registration statement on Form S-8
(the "Registration Statement") and any and all amendments and supplements
thereto, relating to the registration of the Potlatch Corporation Salaried
Employees' Savings Plan and to file the Registration Statement, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done and ratify and confirm all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed these presents this 19th day of
-- ------- -------
May, 1994.
Vivian W. Piasecki
-------------------------------
Director
<PAGE>
POWER OF ATTORNEY
----- -- --------
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Sandra T.
Powell, Betty R. Fleshman, and Ralph M. Davisson, jointly and severally, my true
and lawful attorneys-in-fact and agents, each with full power of substitution,
in any or all of my offices and capacities with Potlatch Corporation as shown
below, to execute for me and on my behalf the registration statement on Form S-8
(the "Registration Statement") and any and all amendments and supplements
thereto, relating to the registration of the Potlatch Corporation Salaried
Employees' Savings Plan and to file the Registration Statement, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done and ratify and confirm all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed these presents this 19th day of
-- ------- -------
May, 1994.
Toni Rembe
-------------------------------
Director
<PAGE>
POWER OF ATTORNEY
----- -- --------
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Sandra T.
Powell, Betty R. Fleshman, and Ralph M. Davisson, jointly and severally, my true
and lawful attorneys-in-fact and agents, each with full power of substitution,
in any or all of my offices and capacities with Potlatch Corporation as shown
below, to execute for me and on my behalf the registration statement on Form S-8
(the "Registration Statement") and any and all amendments and supplements
thereto, relating to the registration of the Potlatch Corporation Salaried
Employees' Savings Plan and to file the Registration Statement, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done and ratify and confirm all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed these presents this 19th day of
-- ------- -------
May, 1994.
John M. Richards
-------------------------------
Director
<PAGE>
POWER OF ATTORNEY
----- -- --------
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Sandra T.
Powell, Betty R. Fleshman, and Ralph M. Davisson, jointly and severally, my true
and lawful attorneys-in-fact and agents, each with full power of substitution,
in any or all of my offices and capacities with Potlatch Corporation as shown
below, to execute for me and on my behalf the registration statement on Form S-8
(the "Registration Statement") and any and all amendments and supplements
thereto, relating to the registration of the Potlatch Corporation Salaried
Employees' Savings Plan and to file the Registration Statement, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done and ratify and confirm all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed these presents this 19th day of
-- ------- -------
May, 1994.
Reuben F. Richards
-------------------------------
Director
<PAGE>
POWER OF ATTORNEY
----- -- --------
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Sandra T.
Powell, Betty R. Fleshman, and Ralph M. Davisson, jointly and severally, my true
and lawful attorneys-in-fact and agents, each with full power of substitution,
in any or all of my offices and capacities with Potlatch Corporation as shown
below, to execute for me and on my behalf the registration statement on Form S-8
(the "Registration Statement") and any and all amendments and supplements
thereto, relating to the registration of the Potlatch Corporation Salaried
Employees' Savings Plan and to file the Registration Statement, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done and ratify and confirm all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed these presents this 19th day of
-- ------- -------
May, 1994.
Richard M. Rosenberg
-------------------------------
Director
<PAGE>
POWER OF ATTORNEY
----- -- --------
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Sandra T.
Powell, Betty R. Fleshman, and Ralph M. Davisson, jointly and severally, my true
and lawful attorneys-in-fact and agents, each with full power of substitution,
in any or all of my offices and capacities with Potlatch Corporation as shown
below, to execute for me and on my behalf the registration statement on Form S-8
(the "Registration Statement") and any and all amendments and supplements
thereto, relating to the registration of the Potlatch Corporation Salaried
Employees' Savings Plan and to file the Registration Statement, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done and ratify and confirm all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed these presents this 19th day of
-- ------- -------
May, 1994.
Robert G. Schwartz
-------------------------------
Director
<PAGE>
POWER OF ATTORNEY
----- -- --------
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Sandra T.
Powell, Betty R. Fleshman, and Ralph M. Davisson, jointly and severally, my true
and lawful attorneys-in-fact and agents, each with full power of substitution,
in any or all of my offices and capacities with Potlatch Corporation as shown
below, to execute for me and on my behalf the registration statement on Form S-8
(the "Registration Statement") and any and all amendments and supplements
thereto, relating to the registration of the Potlatch Corporation Salaried
Employees' Savings Plan and to file the Registration Statement, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done and ratify and confirm all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed these presents this 19th day of
-- ------- -------
May, 1994.
Charles R. Weaver
-------------------------------
Director
<PAGE>
POWER OF ATTORNEY
----- -- --------
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Sandra T.
Powell, Betty R. Fleshman, and Ralph M. Davisson, jointly and severally, my true
and lawful attorneys-in-fact and agents, each with full power of substitution,
in any or all of my offices and capacities with Potlatch Corporation as shown
below, to execute for me and on my behalf the registration statement on Form S-8
(the "Registration Statement") and any and all amendments and supplements
thereto, relating to the registration of the Potlatch Corporation Salaried
Employees' Savings Plan and to file the Registration Statement, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done and ratify and confirm all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed these presents this 19th day of
-- ------- -------
May, 1994.
Frederick T. Weyerhaeuser
-------------------------------
Director
<PAGE>
POWER OF ATTORNEY
----- -- --------
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Sandra T.
Powell, Betty R. Fleshman, and Ralph M. Davisson, jointly and severally, my true
and lawful attorneys-in-fact and agents, each with full power of substitution,
in any or all of my offices and capacities with Potlatch Corporation as shown
below, to execute for me and on my behalf the registration statement on Form S-8
(the "Registration Statement") and any and all amendments and supplements
thereto, relating to the registration of the Potlatch Corporation Salaried
Employees' Savings Plan and to file the Registration Statement, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done and ratify and confirm all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed these presents this 19th day of
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May, 1994.
William T. Weyerhaeuser
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Director
