<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 SAVINGS PLAN FOR
HOURLY EMPLOYEES OF THE PULP AND PAPERBOARD
ARKANSAS DIVISION, CYPRESS BEND MILL
___________________________________________
(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, 80,000
$1.00 par value shares $38.625 $3,090,000 $1,066.00
- -------------------------------------------------------------------------------------------------
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 Savings Plan for Hourly
Employees of the Pulp and Paperboard Arkansas Division, Cypress Bend Mill.
- -------------------------------------------------------------------------------------------------
</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 Savings Plan for Hourly Employees of the
Pulp and Paperboard Arkansas Division, Cypress Bend Mill (the "Plan") is
effective.
The Company's Form S-8 Registration Statement filed with the Securities and
Exchange Commission (the "Commission") on October 10, 1989, File No. 33-31372,
is hereby incorporated by reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company and the Plan with the Securities
and Exchange 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 and July 11, 1994
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. WEYERHAEUSER Director July 11, 1994
*DR. WILLIAM T. Director July 11, 1994
WEYERHAEUSER
*By /s/ 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 SAVINGS PLAN FOR
HOURLY EMPLOYEES OF THE PULP AND
PAPERBOARD ARKANSAS DIVISION, CYPRESS
BEND MILL
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
P O BOX 2350 ROOM 5127
LOS ANGELES, CA 90053
Employer Identification Number:
82-0156045
File Folder Number:
Date: FEB 19 1992 820000283
Person to Contact:
POTLATCH CORPORATION CHYO, NAN
C/O ROBERT HEIMBICHNER Contact Telephone Number:
PILLSBURY MADISON & SUTRO (213) 894-4202
P O BOX 7880 Plan Name:
SAN FRANCISCO, CA 94120 POTLATCH CORP SAVINGS PLN FOR
H EES OF THE PULP PAPERBOARD &
PACKAGING
Plan Number: 043
Dear Applicant:
We have made a favorable determination on your plan, identified above, based
on the information supplied. Please keep this letter in your permanent records.
Continued qualification of the plan under its present form will depend on its
effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.)
We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
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.
This determination letter is also applicable for the amendment(s) adopted on
123189.
This plan satisfies final regulations relating to discrimination issued on
September 12, 1991.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in the
power of attorney.
Letter 835 (DO/CG)
<PAGE>
-2-
POTLATCH CORPORATION
If you have any questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
Michael J. Quinn
District Director
Enclosures:
Publication 794
PWBA 515
Addendum
Letter 835 (DO/CG)
<PAGE>
-3-
POTLATCH CORPORATION
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated 053191, 082691 and 012992. The proposed
amendments should be adopted on or before the date prescribed by the regulations
under Code section 401(b).
This letter is based upon the certification and demonstrations you submitted
pursuant to Revenue Procedure 91-66. Therefore, the certification and
demonstrations are considered an integral part of this letter. Accordingly, you
must keep a copy of these documents as a permanent record or you will not be
able to rely on the issues described in Revenue Procedure 91-66.
Letter 835 (DO/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 Savings
Plan for Hourly Employees of the Pulp and Paperboard Arkansas Division, Cypress
Bend Mill, 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 Savings Plan
for Hourly Employees of the Pulp and Paperboard Arkansas Division, Cypress Bend
Mill 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 Savings Plan
for Hourly Employees of the Pulp and Paperboard Arkansas Division, Cypress Bend
Mill 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 Savings Plan
for Hourly Employees of the Pulp and Paperboard Arkansas Division, Cypress Bend
Mill 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 Savings Plan
for Hourly Employees of the Pulp and Paperboard Arkansas Division, Cypress Bend
Mill 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 Savings Plan
for Hourly Employees of the Pulp and Paperboard Arkansas Division, Cypress Bend
Mill 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 Savings Plan
for Hourly Employees of the Pulp and Paperboard Arkansas Division, Cypress Bend
Mill 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 Savings Plan
for Hourly Employees of the Pulp and Paperboard Arkansas Division, Cypress Bend
Mill 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 Savings Plan
for Hourly Employees of the Pulp and Paperboard Arkansas Division, Cypress Bend
Mill 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 Savings Plan
for Hourly Employees of the Pulp and Paperboard Arkansas Division, Cypress Bend
Mill 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 Savings Plan
for Hourly Employees of the Pulp and Paperboard Arkansas Division, Cypress Bend
Mill 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 Savings Plan
for Hourly Employees of the Pulp and Paperboard Arkansas Division, Cypress Bend
Mill 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 Savings Plan
for Hourly Employees of the Pulp and Paperboard Arkansas Division, Cypress Bend
Mill 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 Savings Plan
for Hourly Employees of the Pulp and Paperboard Arkansas Division, Cypress Bend
Mill 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 Savings Plan
for Hourly Employees of the Pulp and Paperboard Arkansas Division, Cypress Bend
Mill 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 Savings Plan
for Hourly Employees of the Pulp and Paperboard Arkansas Division, Cypress Bend
Mill 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.
William T. Weyerhaeuser
--------------------------------
Director
