<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Potlatch Corporation
.............................................................................
(Name of Registrant as Specified In Its Charter)
Potlatch Corporation
..............................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
.......................................................................
2) Aggregate number of securities to which transaction applies:
.......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
.......................................................................
4) Proposed maximum aggregate value of transaction:
.......................................................................
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
......................................................
2) Form, Schedule or Registration Statement No.:
......................................................
3) Filing Party:
......................................................
4) Date Filed:
......................................................
Notes:
<PAGE>
LOGO
POTLATCH CORPORATION
ONE MARITIME PLAZA
SAN FRANCISCO, CALIFORNIA 94111
ANNUAL MEETING OF STOCKHOLDERS
MAY 19, 1994
----------------
NOTICE AND PROXY STATEMENT
<PAGE>
POTLATCH CORPORATION
ONE MARITIME PLAZA
SAN FRANCISCO, CALIFORNIA 94111
March 24, 1994
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders which
will be held on Thursday, May 19, 1994 at 11:00 A.M. at the Four Seasons Clift
Hotel, San Francisco, California.
The formal notice of the Annual Meeting and the Proxy Statement have been
made a part of this invitation.
After reading the statement, PLEASE MARK, DATE, SIGN AND RETURN, AT AN EARLY
DATE, THE ENCLOSED PROXY in the prepaid envelope to Harris Trust and Savings
Bank, our agent, to ensure that your shares will be represented.
The Board of Directors and Management look forward to seeing you at the
meeting.
Sincerely,
/s/ Richard B. Madden
Richard B. Madden
Chairman of the Board and Chief
Executive Officer
----------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 1994
The Annual Meeting of the Stockholders of Potlatch Corporation (the
"Company") will be held at the Four Seasons Clift Hotel, San Francisco,
California, on Thursday, May 19, 1994 at 11:00 A.M. for the following
purposes:
1. To elect five Directors to serve until the 1997 Annual Meeting of
Stockholders.
2. To ratify the selection of independent auditors.
3. To transact such other business as may properly come before the
meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on March 21, 1994 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting or at any adjournment thereof. A complete list of
stockholders entitled to vote will be available at the Company's executive
offices, One Maritime Plaza, San Francisco, California, for ten days prior to
the meeting.
/s/ Sandra T. Powell
Sandra T. Powell
Vice President, Financial Services
and Secretary
March 24, 1994
<PAGE>
March 24, 1994
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Potlatch Corporation, a Delaware corporation (the
"Company"), One Maritime Plaza, San Francisco, California 94111, of proxies in
the accompanying form to be used at the Annual Meeting of Stockholders to be
held on May 19, 1994, or at any adjournment thereof. The shares represented by
the proxies received pursuant to this solicitation and not revoked will be
voted at the Annual Meeting. A stockholder who has given a proxy may revoke it
by voting in person at the meeting, by giving written notice of revocation to
the Secretary of the Company or by giving a later dated proxy at any time
before voting. On the matters coming before the meeting as to which a choice
has been specified by the stockholders by means of the ballot on the proxy,
the shares will be voted accordingly. If no choice is so specified, the shares
will be voted FOR the election of the nominees for Director listed in this
Proxy Statement and FOR approval of the proposal referred to in item 2 in the
Notice of Annual Meeting and described in this Proxy Statement.
The close of business on March 21, 1994 has been fixed as the record date
for determining the holders of the Common Stock entitled to notice of and to
vote at the meeting. On such date the Company had 29,212,606 shares of Common
Stock outstanding and entitled to vote. As provided in the Company's Restated
Certificate of Incorporation (the "Charter"), a holder of Common Stock will be
entitled to four votes on each matter submitted to a vote of stockholders for
each share of Common Stock beneficially owned on March 21, 1994 which (i) has
been beneficially owned continuously from and including March 1, 1990 or (ii)
has been acquired pursuant to tax-qualified employee benefit plans of the
Company or the Company's dividend reinvestment plan. A stockholder will be
entitled to one vote per share for each share of Common Stock beneficially
owned on March 21, 1994 which does not meet one of the above criteria.
Stockholders who have become beneficial owners of Common Stock within the last
48 calendar months (subsequent to March 1, 1990) will be entitled to four
votes per share with respect to each share held for at least 48 consecutive
calendar months (dating from the first day of the first full month on or after
the date the holder acquired beneficial ownership of such share) prior to the
record date for a stockholders' meeting.
Stockholders who own shares of Common Stock in "street" or "nominee" name
are presumed to be entitled to exercise one vote per share and must submit
proof of continued beneficial ownership in order to be entitled to four votes
per share. Such proof must consist of a written certification by the holder
that there has been no change in beneficial ownership of his or her shares for
a period of at least 48 consecutive calendar months as of the record date. The
required form for this certification is provided on the proxy card given to
stockholders who own shares of Common Stock in "street" or "nominee" name. The
Company reserves the right, however, to require additional evidence to
determine whether any such stockholder is entitled to four votes per share.
To transact business at the Annual Meeting, a quorum consisting of a
majority of the voting power of the Company's outstanding shares of Common
Stock and one-third of the total number of shares of Common Stock entitled to
vote at the Annual Meeting must be represented. Under Delaware law and the
Company's Charter and By-Laws, the aggregate number of votes entitled to be
cast by all stockholders represented at the Annual Meeting is counted for the
purpose of determining whether there is a sufficient quorum. A stockholder is
deemed to be represented at the Annual Meeting if the stockholder is present
at the Annual Meeting in person or by proxy and has authority to vote on at
least one item.
The affirmative vote of a majority of the voting power present and entitled
to vote at this Annual Meeting is required for approval of any matter voted
upon. Abstentions have the same effect
1
<PAGE>
as negative votes. Votes withheld by a stockholder and broker non-votes are
not counted for purposes of determining whether the item is approved.
The Charter provides that with respect to any matter submitted to a vote of
stockholders solely under Articles Sixth, Eighth or Twelfth of the Charter all
holders will be entitled to one vote per share. No such matter is being
submitted at this meeting.
A copy of the Company's 1993 Annual Report to Stockholders containing
financial statements for the year ended December 31, 1993 accompanies this
Proxy Statement.
The expense of printing and mailing proxy material will be borne by the
Company. In addition to the solicitation of proxies by mail, solicitation may
be made by certain Directors, officers and other employees of the Company in
person or by telephone, telegraph or telex; no additional compensation will be
paid for such solicitation.
Arrangements will also be made with brokerage firms and other custodians,
nominees and fiduciaries to forward proxy solicitation material to certain
beneficial owners of the Company's Common Stock, and the Company will
reimburse such brokerage firms, custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses incurred by them in connection therewith.
The Company has retained D.F. King & Co., Inc., to aid in the solicitation of
proxies for a fee estimated at $7,000 plus out-of-pocket expenses.
2
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL ONE ON THE PROXY CARD)
The Board of Directors unanimously recommends a vote FOR this proposal.
The Board of Directors is divided into three classes serving staggered
three-year terms. At the 1994 Annual Meeting of Stockholders, five Directors
are to be elected to serve until the 1997 Annual Meeting of Stockholders and
until their respective successors are duly elected and qualified or until the
end of the calendar year in which the Director attains the age of 70 as
required by the Company's By-Laws. In order to equalize the classes because of
Directors' retirements in 1993, Richard B. Madden, who was elected for a
three-year term in 1992, is now a nominee for a three-year term ending in
1997. All nominees for election are presently members of the Board of
Directors.
Directors are elected by a majority of the votes cast in the election. The
Board of Directors knows of no reason why any of the nominees for Director
will be unable to serve. In the event any of the nominees becomes unable or
declines to serve, the proxies may be voted for the balance of those named and
for such other nominee as the Board may select, or the Board may be reduced
accordingly.
INFORMATION WITH RESPECT TO NOMINEES FOR ELECTION AND DIRECTORS CONTINUING IN
OFFICE
There follow the names and ages of the nominees for Director and of the
Directors continuing in office, their principal occupations or employment at
present and for the past five years, certain directorships held by each and
the year in which each became a Director of the Company.
Nominees for Election for a Three-Year Term Ending in 1997
Richard B. Madden(1)..... Mr. Madden, age 64, became a Director of the Com-
pany in 1971. He is Chairman of the Board and Chief
Executive Officer of the Company until he retires
from such position upon the adjournment of the An-
nual Meeting of Stockholders on May 19, 1994. He
also served as President from May 1987 through
April 1989. Mr. Madden is also a director of Con-
solidated Freightways, Inc., Pacific Gas and Elec-
tric Company and URS Corporation.
Richard M. Morrow(2)..... Mr. Morrow, age 68, became a Director of the Com-
pany in 1990. He served as Chairman of the Board
and Chief Executive Officer of Amoco Corporation
(petroleum and chemical products), Chicago, Illi-
nois, from September 1983 through February 1991.
Mr. Morrow served as Chairman of the Board of West-
inghouse Electric Corporation (electrical equip-
ment), Pittsburgh, Pennsylvania, from January 1993
through June 1993. He is also a director of R.R.
Donnelley & Sons Company, First Chicago Corpora-
tion, The First National Bank of Chicago, Marsh and
McLennan Companies, Inc., Seagull Energy Corpora-
tion and Westinghouse Electric Corporation.
John M. Richards(4)...... Mr. Richards, age 56, became a Director of the Com-
pany in 1991. He is President and Chief Operating
Officer of the Company and has served in that ca-
pacity since May 1989. Mr. Richards will succeed
Richard B. Madden as Chairman of the Board and
Chief Executive Officer of the Company upon the ad-
journment of the Annual Meeting of Stockholders on
May 19, 1994. Mr. Richards also served as Executive
Vice President, Finance and Administration from May
1987 through April 1989.
(Notes are on page 5)
3
<PAGE>
Reuben F. Mr. Richards, age 64, became a Director of the Com-
Richards(2)(4)........... pany in 1974. He is Chairman of the Board of Terra
Industries Inc. (agriculture), New York, New York
and also Chairman of the Board, President and Chief
Executive Officer of Minorco (U.S.A.) Inc. (natural
resources), Denver, Colorado. He became Chairman of
Minorco (U.S.A.) Inc. in May 1990 and its President
and Chief Executive Officer in February 1994. Mr.
Richards served as President and Chief Executive
Officer of Terra Industries Inc. from June 1983 to
May 1991. He is also a director of Ecolab Inc., En-
gelhard Corporation, Minorco and Santa Fe Energy
Resources, Inc.
Frederick T. Mr. Weyerhaeuser, age 62, became a Director of the
Weyerhaeuser(2) Company in 1960. He is Chairman of the Board and
Treasurer of Clearwater Management Company, Inc.
and Clearwater Investment Trust (financial manage-
ment companies), St. Paul, Minnesota.
Directors Continuing in Office Until the 1995 Annual Meeting of Stockholders
Richard A. Clarke(1)..... Mr. Clarke, age 63, became a Director of the Com-
pany in 1985. He is Chairman of the Board and Chief
Executive Officer of Pacific Gas and Electric Com-
pany (public utility), San Francisco, California.
Mr. Clarke is also a director of BankAmerica Corpo-
ration.
Allen F. Jacobson(4)..... Mr. Jacobson, age 67, became a Director of the Com-
pany in 1990. He served as Chairman of the Board
and Chief Executive Officer of Minnesota Mining and
Manufacturing Company (diversified manufacturing
company), St. Paul, Minnesota, from March 1986
through October 1991. Mr. Jacobson is a director of
Abbott Laboratories, Alliant Techsystems Inc., De-
luxe Corporation, Minnesota Mining and Manufactur-
ing Company, Mobil Corporation, Northern States
Power Company, The Prudential Insurance Company of
America, Sara Lee Corporation, Silicon Graphics,
Inc., U S West, Inc. and Valmont Industries, Inc.
George F. Jewett, Mr. Jewett, age 66, became a Director of the Com-
Jr.(1)(3)................ pany in 1957. He is Vice Chairman of the Board of
the Company.
Vivian W. Piasecki(3).... Mrs. Piasecki, age 63, became a Director of the
Company in 1992. She is a Trustee of the University
of Pennsylvania (educational institution), Phila-
delphia, Pennsylvania. She is also Chairman of the
Board of Overseers for the University of Pennsylva-
nia School of Nursing and a Board Member of the
University of Pennsylvania Medical Center. Mrs.
Piasecki is also a director of First Fidelity Bank,
NA Pennsylvania Regional Board and the Mutual As-
surance Company.
Robert G. Mr. Schwartz, age 65, became a Director of the Com-
Schwartz(1)(2)........... pany in 1973. He served as Chairman of the Board of
Metropolitan Life Insurance Company (life insur-
ance), New York, New York from February 1983
through March 1993 and was also its President and
Chief Executive Officer from September 1989 through
March 1993. Mr. Schwartz is also a director of Com-
munications Satellite Corp., Consolidated Edison of
New York, Lone Star Industries, Inc., Lowe's Compa-
nies, Inc., Metropolitan Life Insurance Company,
Mobil Corporation and Reader's Digest Association,
Inc.
(Notes are on page 5)
4
<PAGE>
Directors Continuing in Office Until the 1996 Annual Meeting of Stockholders
Kenneth T. Derr.......... Mr. Derr, age 57, became a Director of the Company
in 1994. He is Chairman of the Board and Chief Ex-
ecutive Officer of Chevron Corporation (interna-
tional oil company), San Francisco, California. Mr.
Derr is also a director of Citicorp.
Toni Rembe(1)(4)......... Ms. Rembe, age 57, became a Director of the Company
in 1975. She is a Partner of Pillsbury Madison &
Sutro (law firm), San Francisco, California. Ms.
Rembe is also a director of American President Com-
panies, Ltd., Pacific Telesis Group and Safeco Cor-
poration.
Richard M. Mr. Rosenberg, age 63, became a Director of the
Rosenberg(3)(4).......... Company in 1992. He is Chairman of the Board, Pres-
ident and Chief Executive Officer of BankAmerica
Corporation (bank holding company) and Bank of
America NT&SA (banking institution), San Francisco,
California. Mr. Rosenberg became Chairman and Chief
Executive Officer of BankAmerica Corporation and
Bank of America NT&SA in May 1990. He served as
Vice Chairman of the Board of both companies from
1987 to February 1990. He also served as President
of both companies from February 1990 to April 1992,
resuming that position in October 1992. Mr. Rosen-
berg is also a director of Airborne Express and
Northrop Corporation.
Charles R. Weaver(3)..... Mr. Weaver, age 65, became a Director of the Com-
pany in 1987. He served as Chairman of the Board
and Chief Executive Officer of The Clorox Company
(household consumer products), Oakland, California,
from April 1986 through June 1992. Mr. Weaver is a
director of Broadcast International, Inc. and
Unocal Corporation.
William T. Dr. Weyerhaeuser, age 50, became a Director of the
Weyerhaeuser(2).......... Company in 1990. He is a Clinical Psychologist in
Tacoma, Washington. He is also owner and Chairman
of the Board of Yelm Telephone Company, Yelm, Wash-
ington. Dr. Weyerhaeuser is also a director of
Clearwater Management Company, Inc.
- --------
(1) Member of the Nominating Committee
(2) Member of the Executive Compensation and Personnel Policies Committee
(3) Member of the Audit Committee
(4) Member of the Finance Committee
5
<PAGE>
CERTAIN COMMITTEES OF THE BOARD OF DIRECTORS; MEETINGS
The Company has standing audit, compensation and nominating committees of
the Board of Directors.
Members of the Audit Committee are: Messrs. George F. Jewett, Jr., Richard
M. Rosenberg and Charles R. Weaver and Mrs. Vivian W. Piasecki. The functions
of this Committee are to receive from and review with the Company's
independent auditors the annual report of such auditors; review with the
independent auditors the scope of the succeeding annual examination; nominate
the independent auditors to be selected each year by the Company's Board of
Directors; review consulting services, if applicable, provided by the
Company's auditors and evaluate the possible effect on the auditors'
independence of performing such services; ascertain the existence of adequate
internal accounting and control systems; and review with management and the
auditors current and emerging accounting and financial reporting requirements
and practices affecting the Company. Such Committee held two meetings during
the fiscal year ended December 31, 1993.
Members of the Executive Compensation and Personnel Policies Committee are:
Messrs. Richard M. Morrow, Reuben F. Richards, Robert G. Schwartz, Frederick
T. Weyerhaeuser and William T. Weyerhaeuser. The functions of this Committee
are to review annually and recommend to the Board of Directors the level of
total compensation of the Chairman of the Board; review annually the
recommendations of the Chairman of the Board concerning the salaries and
incentive awards of certain senior officers; administer the Company's stock
option plans and Management Performance Award Plan; and review and make
recommendations to the Board of Directors for changes in the Company's
compensation and benefit plans and practices. Such Committee held three
meetings during the fiscal year ended December 31, 1993.
Members of the Nominating Committee are: Messrs. Richard A. Clarke, George
F. Jewett, Jr., Richard B. Madden and Robert G. Schwartz and Ms. Toni Rembe.
The functions of this Committee are to make recommendations with respect to
the size of the Board; nominees for election as Directors; nominees to serve
on Committees of the Board; and changes in compensation and retirement policy
for Directors. Such Committee held four meetings during the fiscal year ended
December 31, 1993. Any stockholder may recommend nominees for Director to the
Nominating Committee by writing to the Secretary of the Company by February 1
preceding the annual meeting of stockholders for which such nominee is to be
considered for nomination. Any such recommendation should be delivered to the
Secretary and must include the full name, age, business and residence
addresses, principal occupation or employment of the nominee, the number of
shares of Company stock beneficially owned by the nominee, any other
information concerning the nominee that must be disclosed in proxy
solicitations pursuant to Rule 14(a) of the Securities Exchange Act of 1934
and a written consent of the nominee to the nomination and to serve, if
elected.
The Board of Directors held seven meetings during the fiscal year ended
December 31, 1993. Each of the Directors (except Richard A. Clarke, Allen F.
Jacobson and Richard M. Morrow) attended 75% or more of the aggregate number
of meetings of the Board and of the Committees on which such Director served
in 1993.
6
<PAGE>
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth as of January 1, 1994 the number of shares of
Common Stock beneficially owned by each Director, the executive officers
listed in the Summary Compensation Table and by all Directors and executive
officers as a group, as reported by each person. Except as otherwise
indicated, each person has sole investment and voting power with respect to
the shares shown. Shares amounting to less than 1% of the class outstanding
are noted by an asterisk.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP OF
COMMON STOCK
----------------------------
NUMBER OF PERCENT OF
SHARES(1)(2) CLASS
------------ ----------
<S> <C> <C>
DIRECTORS
Richard A. Clarke....... 2,757 *
Kenneth T. Derr......... 500 *
Allen F. Jacobson....... 1,000 *
George F. Jewett, Jr. .. 1,433,817(3)(4) 4.9%
Richard B. Madden....... 137,586 *
Richard M. Morrow....... 500 *
Vivian W. Piasecki...... 116,256(5) *
Toni Rembe.............. 2,767 *
John M. Richards........ 50,144 *
Reuben F. Richards...... 1,200 *
Richard M. Rosenberg.... 1,000 *
Robert G. Schwartz...... 2,000 *
Charles R. Weaver....... 1,000 *
Frederick T. Weyerhaeu-
ser.................... 987,785(3)(6) 3.4%
William T. Weyerhaeuser. 665,033(3)(7) 2.3%
OTHER NAMED EXECUTIVE
OFFICERS
George E. Pfautsch...... 21,238 *
Charles R. Pottenger.... 24,371 *
L. Pendleton Siegel..... 33,034 *
Directors and executive
officers as a group
(21 persons including
those named above)..... 3,506,517 11.9%
</TABLE>
- --------
(1) Includes shares which may be acquired within 60 days pursuant to the
exercise of options, as follows: Mr. Madden, 113,700 shares; Mr. J. M.
Richards, 40,200 shares; Mr. Pfautsch, 13,000 shares; Mr. Pottenger,
16,350 shares; Mr. Siegel, 19,300 shares; and all Directors and executive
officers as a group, 216,525 shares.
(2) Includes shares owned by Directors and executive officers together with
their respective spouses as follows: Mr. Clarke, 2,757 shares; Mr.
Madden, 10,456 shares; Mr. Pfautsch, 2,200 shares; and all Directors and
executive officers as a group, 15,413 shares.
(3) Includes proportionate beneficial interests in 119,616 shares held by a
holding company of which Messrs. Jewett and F. T. Weyerhaeuser and Dr. W.
T. Weyerhaeuser are directors and as to which they may be deemed to
indirectly share voting and investment power with others. Mr. Jewett's
proportionate beneficial interest in such shares is 15,503 shares, 11,983
of which are held by a trust in which Mr. Jewett shares voting and
investment power (Mr. Jewett disclaims beneficial ownership as to 5,992
of the shares held by such trust). Mr. F. T. Weyerhaeuser's proportionate
beneficial interest in such shares is 1,830 shares. Dr. W. T.
Weyerhaeuser's proportionate beneficial interest in such shares is 569
shares, which are held by a revocable trust of which he is the
beneficiary and the settlor.
(Notes continued on next page)
7
<PAGE>
(4) Includes 1,211,400 shares held by a trust of which Mr. Jewett is the
trustee and as to which he shares voting and investment power; as to
610,000 of such shares Mr. Jewett disclaims beneficial ownership.
Includes 129,864 shares held by a foundation of which Mr. Jewett is a
trustee and as to which he shares voting and investment power but
disclaims beneficial ownership. Includes 40,954 shares held by a
revocable trust for the benefit of Mr. Jewett and his wife and as to
which he shares voting and investment power. Includes 36,096 shares held
by a revocable trust for the benefit of Mr. Jewett's wife and as to which
he shares voting and investment power but disclaims beneficial ownership.
(5) Does not include 4,220 shares held directly by Mrs. Piasecki's husband.
Also does not include 17,020 shares held by trusts of which Mrs.
Piasecki's husband is a trustee and as to which he shares voting and
investment power. Mrs. Piasecki disclaims beneficial ownership of all
shares described in this footnote.
(6) Includes a total of 931,360 shares held by trusts of which Mr. F. T.
Weyerhaeuser is a trustee, as to 823,560 of which he shares voting and
investment power. Also includes 95 shares of which he shares investment
power only. Does not include 8,058 shares held directly and indirectly by
Mr. F. T. Weyerhaeuser's wife. Mr. F. T. Weyerhaeuser disclaims
beneficial ownership of all shares described in this footnote.
(7) Includes a total of 572,537 shares held by trusts of which Dr. W. T.
Weyerhaeuser is a trustee, as to 37,300 shares of which he shares voting
power only, and as to 535,237 shares of which he shares voting and
investment power. Also includes 95 shares of which he shares investment
power only. Does not include 1,200 shares held directly by Dr. W. T.
Weyerhaeuser's wife. Dr. W. T. Weyerhaeuser disclaims beneficial
ownership of all shares described in this footnote.
8
<PAGE>
COMPENSATION OF DIRECTORS AND THE NAMED EXECUTIVE OFFICERS
Information is set forth on the following pages as to the compensation paid
or to be paid to, or deferred for the account of, the Directors and the Chief
Executive Officer and each of the four other most highly compensated executive
officers of the Company for services rendered to the Company and its
subsidiaries during 1993.
COMPENSATION OF DIRECTORS
Each Director of the Company who is not also an employee of the Company
receives an annual fee of $24,000. In addition, the Company pays each such
Director a fee of $1,200 for each meeting of the Board of Directors or a
committee of the Board attended in person or by telephone. The chairman of the
Audit Committee and the chairman of the Executive Compensation and Personnel
Policies Committee each receives an additional annual fee of $2,000. By making
an advance election, a Director may defer receipt of any or all of the
Director's fees payable. At the election of a Director, deferred amounts are
credited with interest or converted into common stock units which are credited
with amounts equal to dividends paid on the Company's Common Stock during the
deferral period. During 1993 an aggregate amount of $573,400 in fees was paid
to Directors or deferred on their behalf. Directors are also reimbursed for
reasonable out-of-pocket expenses incurred in attending Board and committee
meetings.
The Company's Directors' Retirement Plan provides an annual benefit to each
Director of the Company who completes five years of service as a nonemployee
Director. The annual benefit is equal to the amount of the regular annual
Directors' retainer fee in effect at the time the individual ceases to be a
Director and does not include supplemental fees for committee chairmanships,
attendance at or participation by telephone in meetings of Directors or any
committee of Directors, or reimbursement of expenses. The benefit continues
for the lesser of 10 years or the number of full years that the individual
served as a nonemployee Director, but benefits may be paid at any time in a
lump sum at the discretion of the Board's Nominating Committee. In addition,
benefits will be paid in a lump sum if the Director's service terminates
within three years following a change in control of the Company or if the
Director dies before all or any required payments have been made.
9
<PAGE>
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------------
SECURITIES ALL
NAME AND PRINCIPAL UNDERLYING OTHER
POSITION YEAR SALARY BONUS OPTIONS/SARS COMPENSATION (2)
------------------ ---- ------------------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Richard B. Madden(1).... 1993 $640,670 $249,900 -- $33,408
Chairman of the Board 1992 618,700 615,600 41,450 32,486
and Chief Executive 1991 582,600 358,300 45,950 30,969
Officer
John M. Richards........ 1993 385,600 135,300 30,000 16,195
President and Chief 1992 372,200 333,300 21,700 15,633
Operating Officer 1991 352,200 194,900 22,500 14,783
L. Pendleton Siegel..... 1993 279,000 82,100 20,000 11,718
Executive Vice 1992 256,000 150,200 10,000 10,752
President, Pulp-Based 1991 241,200 97,100 11,000 10,130
Operations and Planning
Charles R. Pottenger.... 1993 233,500 69,500 12,500 9,807
Group Vice President, 1992 202,500 117,700 6,500 8,505
Pulp and Paperboard 1991 168,750 69,700 6,500 7,088
George E. Pfautsch...... 1993 190,185 56,600 7,000 7,988
Senior Vice President, 1992 182,775 106,200 6,000 7,677
Finance and Treasurer 1991 171,075 68,900 6,000 7,185
</TABLE>
- --------
(1) The Company has agreed to pay Mr. Madden, as supplemental retirement
compensation, the difference between the amount payable to him under the
Company's Salaried Employees' Retirement Plan and the amount that would be
payable to him if he received credit for his prior service with Mobil Oil
Corporation and its subsidiaries, and if he were a participant in the
Company's Supplemental Benefit Plan. The agreement also provides for: (i)
payment by the Company of certain survivor benefits to Mr. Madden's widow
in the event of his death; and (ii) credit for Mr. Madden's prior service
with Mobil Oil Corporation and its subsidiaries for purposes of all of the
Company's employee benefit plans and programs, other than plans qualified
under section 401(a) of the Internal Revenue Code.
(2) This column represents matching Company contributions under the Salaried
Employees' Savings Plan. Also, included in this column for Mr. Madden are
premiums paid by the Company on a term life insurance policy in the face
amount of $250,000 until he is 75. The premium paid in 1993 was $6,500.
The Company's obligation to make such payments terminates under certain
circumstances.
10
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS (1)
----------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION GRANT DATE
NAME GRANTED FISCAL YEAR PER SHARE DATE PRESENT VALUE (2)
- ---- ------------ ------------ --------- ---------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Richard B. Madden (3)... -- -- $ -- -- $ --
John M. Richards........ 30,000 12% 45.375 12-09-03 351,000
L. Pendleton Siegel..... 20,000 8% 45.375 12-09-03 234,000
Charles R. Pottenger.... 12,500 5% 45.375 12-09-03 146,000
George E. Pfautsch...... 7,000 3% 45.375 12-09-03 82,000
</TABLE>
- --------
(1) All options granted to these named executive officers included stock
appreciation rights ("SARs") that give the optionee the right to surrender
all or part of the option and to obtain payment for the difference between
the aggregate exercise price of the surrendered option shares and the
aggregate fair market value of such shares on the date of exercise. All of
these options were granted on December 9, 1993 with 50% of such grant
first becoming exercisable on December 9, 1994 and the remaining 50%
becoming exercisable on December 9, 1995. In the event of a change in
control of the Company, as defined in the option plans, the options
granted would become immediately exercisable in full.
(2) This column has been calculated using the Black-Scholes option pricing
model, a complex mathematical formula, utilizing six different market-
related factors to estimate the value of stock options. These factors are
stock price at date of grant, option exercise price, option term, risk-
free rate of return, stock volatility and dividend yield. The Black-
Scholes model generates an estimate of the value of the right to purchase
a share of stock at a fixed price over a fixed period of time. The actual
value, if any, an executive may realize will depend on the excess of the
stock price on the date the option is exercised over the grant price, as
well as the executive's continued employment through the two-year vesting
period and the 10-year option term. The following assumptions were used to
calculate the Black-Scholes value:
<TABLE>
<S> <C> <C>
Stock price at
date of grant = $45.375
Option exercise
price = $45.375
Option term = 10 years
Risk-free rate of
return = Based on rate for 10 year U.S. Treasury note
Company stock vol-
atility = Based on prior three-year monthly stock prices
Company dividend
yield = 3.44%
Calculated Black-
Scholes Value = $11.69 per option
</TABLE>
If the Black-Scholes option pricing model were applied to all outstanding
shares of the Company as of December 9, 1993, the date of grant, the
assumed increased present value for all stockholders would be approximately
$341 million. There is no assurance that the value received by the named
executive officers or the Company's stockholders will be at or near the
estimated value derived by the Black-Scholes model.
(3) Mr. Madden was not granted any options in 1993 because he will be retiring
in 1994.
11
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL YEAR-END AT FISCAL YEAR-END (1)
------------------------- -------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard B. Madden....... -- $ -- 113,700 20,725(2) $1,348,134 $15,544(2)
John M. Richards........ 23,750 440,938 40,200 40,850 372,625 60,638
L. Pendleton Siegel..... 11,000 186,313 19,300 25,000 181,400 38,750
Charles R. Pottenger.... -- -- 16,350 15,750 186,363 24,313
George E. Pfautsch...... 3,000 59,875 13,000 10,000 159,750 14,500
</TABLE>
- --------
(1) Based on the closing stock price on The New York Stock Exchange-Composite
Transactions of the Company's Common Stock at December 31, 1993 of $47.125
per share.
(2) Because of Mr. Madden's planned retirement, the 20,725 options will not
vest.
EXECUTIVE COMPENSATION AND PERSONNEL POLICIES COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
COMPENSATION POLICY
In order to attract, retain and motivate a highly competent and productive
employee group, including key executives, it is the policy of the Company that
a total compensation package will be provided that is competitive within the
forest and paper products industry, general industry and the geographic areas
in which the Company operates. This compensation package includes a mix of
base salary, short-term and long-term incentive opportunities and other
employee benefits. Changes in compensation are based on individual
performance, the Company's profit performance and the competitive marketplace.
The Company also intends to qualify compensation paid to its employees in
accordance with the $1 million deduction limitation for federal income tax
purposes.
Executives receive a base salary and are eligible for awards under two
incentive plans, the Management Performance Award Plan (short-term) and the
1989 Stock Incentive Plan (long-term). Executive compensation is administered
by the Executive Compensation and Personnel Policies Committee of the Board of
Directors (the "Committee"). The Committee consists of the five outside
Directors named at the conclusion of this report.
COMPENSATION COMMITTEE RESPONSIBILITIES
The responsibilities of the Committee are:
. to review and recommend annually to the Board of Directors the level of
total compensation of the Chief Executive Officer. Factors evaluated in
the review are the Chief Executive Officer's individual performance, as
measured against written short-term and long-term objectives previously
approved by the Committee, the achievement of the annual corporate
operating budget, Company performance compared to the forest products
industry and the competitive compensation levels for comparable
positions in the forest products industry and general industry;
. to review annually with the Chief Executive Officer the individual
performance, base salaries and incentive awards of the four other most
highly compensated executive officers and certain other senior officers;
12
<PAGE>
. to review and make recommendations on any new stock option/incentive
plan for the Board of Directors' approval prior to submission to
stockholders for their approval and to review and approve all grants
made under stock option/incentive plans;
. to establish the rules and regulations for the Management Performance
Award Plan, which is the Company's annual cash incentive plan ("bonus"),
and to administer the plan in accordance with such rules and
regulations; and
. to review and make recommendations to the Board of Directors regarding
the adoption of or any material changes in the Company's compensation
and benefit plans.
The Committee periodically reviews the entire executive pay structure by
examining general industry and forest and paper products industry competitive
information on base salaries and short-term and long-term incentives prepared
by The Wyatt Company, an independent compensation consulting firm.
1993 COMPANY PERFORMANCE
During 1993, the Company earned $1.31 per share, before the effects of
accounting changes, or a return on common stockholders' equity ("ROE") of
4.0%. This compared to $2.71 per share and an ROE of 8.6% in 1992. The
Company's ROE of 4.0% equaled the industry performance in 1993, as measured by
a sample of 19 major forest products companies(/1/). In calculating the ROE
for the 19 major forest products companies, the beginning equities of those
companies who adopted the accounting changes before 1993 were adjusted as if
such changes were made in 1993. These adjustments were necessary to make the
ROEs comparable.
1993 EXECUTIVE COMPENSATION
During 1993, the Company's executive annual and long-term compensation
consisted of base salary, a cash payment under the Management Performance
Award Plan and a stock option grant under the 1989 Stock Incentive Plan.
BASE SALARY
The base salary structure is set at competitive levels. Competitive levels
are determined by analyzing job-specific, forest and paper products industry
and general industry compensation surveys. The Company considers the median
level of the market as competitive. Any increase in an executive's base salary
is designed to recognize individual performance against a written performance
plan and is expected to fall within annually established merit increase
guidelines which are applicable to all salaried employees and which are set
vis-a-vis competitive practice.
- --------
/1/See note (1) on page 14.
13
<PAGE>
MANAGEMENT PERFORMANCE AWARD PLAN
The purpose of the plan is to provide an incentive to key employees who are
in a position to contribute to and therefore influence the Company's profit
performance as measured annually on an ROE basis. Payments under the
Management Performance Award Plan are based on individual performance and on
the Company's ROE measured against the ROE of the forest products
industry,(/1/) as described above, and the Company's comparison of its ROE
against the annual corporate operating budget. Equal weight is given to both
profit performance factors to derive an overall performance modifier. The
Chief Executive Officer's and the President's bonus amounts are subject to
further adjustment by the Committee of plus or minus 50% depending upon the
amount the Company's overall performance modifier exceeds or lags the overall
Company performance target. No cash bonuses are recommended by the Committee
unless a specified return on common equity is achieved and the total amount
cannot exceed 4% of pre-tax earnings.
STOCK OPTION PLAN
The purpose of the plan is to further align employees' interests with the
long-term interests of the stockholders. Grants of stock options are made with
a specific gain objective relative to competitive pay levels. The gain
objective approximates the mid-range of competitive practice as determined
through general and forest and paper products industries surveys. To the
extent the actual gain falls short of the objective, the executive may receive
less than competitive levels and vice versa. Grants vest in 50% increments and
are fully vested two years from the date of the grant. The number of options
granted varies based on individual performance, salary level and the price of
the Company's Common Stock. Executives normally are granted stock appreciation
rights ("SARs") in conjunction with stock option grants. The grant exercise
price is set at 100% of the fair market value on the date of the grant. The
executive may exercise the option for cash or with shares of Company Common
Stock. Alternatively, the executive may call his or her SARs which means the
option shares are surrendered and the executive receives a cash payment equal
to the difference between the exercise price and the fair market value of the
underlying shares on the surrender date.
1993 CHIEF EXECUTIVE PAY
For 1993, Mr. Madden received a base salary increase of 3% ($18,800
annualized), which was awarded based on the Committee's evaluation of his
individual performance toward the achievement of the Company's financial,
strategic and other goals. Such increase fell within the Company's 1993 merit
increase guidelines. Mr. Madden also was awarded a cash payment under the
Management Performance Award Plan of $249,900. This award reflected the
Company's essentially identical performance on an ROE basis as compared with
the ROE of the forest products industry(/1/) in 1993.The award also reflected
the Company's performance as measured by ROE against the annual budget. For
1993, performance against budget reduced Mr. Madden's award. Because of Mr.
Madden's planned retirement in 1994, no stock options were granted to him in
1993.
THE EXECUTIVE COMPENSATION AND PERSONNEL POLICIES COMMITTEE MEMBERS
F. T. Weyerhaeuser, Chairman
R. M. Morrow
R. F. Richards
R. G. Schwartz
W. T. Weyerhaeuser
- --------
/1/ The forest products industry base for comparison purposes is comprised of
19 major forest products industry companies. This base is larger and has
in the past created a more difficult ROE comparison than the S&P Forest
Products Index because it includes some additional companies which on
average have exceeded the ROEs of the companies included in the S&P's 14-
company Forest Products Index.
14
<PAGE>
PERFORMANCE GRAPHS
FIVE-YEAR GRAPH
The following five-year graph shows the yearly percentage change in the total
return on the Company's Common Stock as compared with the indicated indices for
the periods set forth. The total returns are determined based on the changes in
the prices of the common stocks and assume quarterly reinvestment of all
dividends based on an original investment of $100.
(Line graph appears here)
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C>
Potlatch Corporation $100 $122 $100 $137 $170 $180
S&P Forest Products 100 123 112 136 161 177
S&P 500 Composite 100 132 127 166 179 197
</TABLE>
TWENTY-THREE YEAR GRAPH
The Company believes long-term performance is also important to stockholders.
Accordingly, the following graph covering the past 23 years is presented. The
method of measuring performance is the same as that used in the five-year graph
except dividends are assumed to be reinvested annually instead of quarterly.
The Company selected the base period of 1970 because the S&P 500 return, the
S&P Forest Products return and the Company's Common Stock return for the first
four years following that year were comparatively close. Therefore, the base
period selected has a smaller impact on the long-range returns.
15
<PAGE>
(Line graph appears here)
COMPARISON OF TWENTY-THREE YEAR CUMULATIVE RETURN
AMONG POTLATCH CORPORATION, S&P FOREST PRODUCTS INDEX AND S&P 500 INDEX
<TABLE>
<CAPTION>
S&P Forest
Measurement Period Potlatch Corporation Products Index S&P 500 Index
- ------------------ -------------------- -------------- -------------
<S> <C> <C> <C>
Measurement Pt. 12/31/70 $100 $100 $100
FYE 12/31/71 $92 $102 $111
FYE 12/31/72 $99 $118 $134
FYE 12/31/73 $105 $135 $114
FYE 12/31/74 $103 $100 $83
FYE 12/31/75 $213 $165 $116
FYE 12/31/76 $307 $216 $144
FYE 12/31/77 $264 $167 $133
FYE 12/31/78 $281 $166 $141
FYE 12/31/79 $296 $189 $169
FYE 12/31/80 $386 $237 $225
FYE 12/31/81 $319 $225 $212
FYE 12/31/82 $410 $263 $222
FYE 12/31/83 $440 $370 $320
FYE 12/31/84 $352 $389 $340
FYE 12/31/85 $479 $487 $449
FYE 12/31/86 $750 $650 $533
FYE 12/31/87 $760 $695 $569
FYE 12/31/88 $859 $750 $656
FYE 12/31/89 $1,048 $917 $860
FYE 12/31/90 $862 $837 $833
FYE 12/31/91 $1,177 $1,016 $1,083
FYE 12/31/92 $1,460 $1,198 $1,163
FYE 12/31/93 $1,543 $1,318 $1,279
</TABLE>
OTHER EMPLOYEE BENEFIT PLANS
Pension Plan Table
The table which follows shows a schedule of estimated annual pension
benefits to be payable under the Company's Salaried Employees' Retirement Plan
(the "Retirement Plan") and Supplemental Benefit Plan at normal retirement
date to a person having the average annual earnings and years of credited
service shown.
<TABLE>
<CAPTION>
AVERAGE YEARS OF CREDITED SERVICE
ANNUAL -----------------------------------------------------
EARNINGS 15 20 25 30 35 40
- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 200,000............... $ 43,177 $ 57,569 $ 71,961 $ 86,353 $100,745 $110,745
400,000............... 88,177 117,569 146,961 176,353 205,745 225,745
600,000............... 133,177 177,569 221,961 266,353 310,745 340,745
800,000............... 178,177 237,569 296,961 356,353 415,745 455,745
1,000,000............... 223,177 297,569 371,961 446,353 520,745 570,745
1,200,000............... 268,177 357,569 446,961 536,353 625,745 685,745
1,400,000............... 313,177 417,569 521,961 626,353 730,745 800,745
</TABLE>
- --------
In calculating final average annual earnings, the Retirement Plan and the
Supplemental Benefit Plan recognize overtime, bonuses under the Management
Performance Award Plan and other salary- or sales-based performance incentive
payments paid or deferred after 1987, as reflected in the Summary Compensation
Table for the last three years. Bonuses are recognized in the year in
16
<PAGE>
which they are paid. The benefits of participants who are required to retire
at age 65 are calculated as if they received a standard bonus under the
Management Performance Award Plan during each year after 1991 in their period
of average annual earnings.
The years of service used in calculating retirement benefits for Messrs.
Madden, Richards, Siegel, Pottenger and Pfautsch are 38, 29, 15, 26 and 31,
respectively. The 1993 compensation (including standard bonuses) covered by
the Retirement Plan, Supplemental Benefit Plan and supplemental contract of
Mr. Madden was: Mr. Madden $950,020; Mr. Richards $553,090; Mr. Siegel
$368,600; Mr. Pottenger $304,375; and Mr. Pfautsch $254,156. Benefits under
the plans are computed as straight-life annuity amounts and are not subject to
reduction by Social Security or other benefits.
Severance Program for Executive Employees. Under the Severance Program for
Executive Employees, participants who are terminated for reasons other than
misconduct, resign within two years after a material change in compensation,
benefits, assigned duties, responsibilities, privileges or perquisites, or
resign rather than relocate at the Company's request, are entitled to receive
severance pay of up to 12 months' base salary and benefits for the same period
of time under the Company's medical, dental, accidental death and
dismemberment and life insurance plans. They also receive unused and accrued
vacation pay.
Participants who are terminated or resign in the foregoing circumstances
following a change in control of the Company are entitled to receive severance
pay of up to 2 1/2 times their base salary plus standard bonus, benefits for
up to 2 1/2 years under the Company's medical, dental, disability, accidental
death and dismemberment and life insurance plans, unused and accrued vacation
pay, and the value of their unvested benefits, if any, in the Savings
Investment Plan, Retirement Plan and Supplemental Benefit Plan; provided that
the total amount of all benefits governed by the excess parachute payment
provisions of the Internal Revenue Code is limited if the participant would
thereby receive a higher net after-tax benefit.
A change in control of the Company occurs when the Company ceases to be an
independent publicly owned corporation, disposes of substantially all its
assets, ceases to survive because of a dissolution, liquidation, merger or
consolidation, undergoes a substantial change in the composition of its Board
of Directors, or has 20% or more of its Common Stock acquired pursuant to a
tender offer. All principal officers, appointed vice presidents and certain
other designated employees are eligible to participate in the program.
EXECUTIVE COMPENSATION AND PERSONNEL POLICIES COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
Mr. Jewett, who was a member of the Executive Compensation and Personnel
Policies Committee until January 1, 1994, was an officer of the Company prior
to May 1979. At no time during the past 15 years was he an officer of the
Company.
17
<PAGE>
CERTAIN TRANSACTIONS
Pillsbury Madison & Sutro, of which Ms. Rembe is a Partner, provides legal
services to the Company.
BankAmerica Corporation, of which Mr. Rosenberg is Chairman of the Board,
President and Chief Executive Officer, and its subsidiaries provide commercial
banking services and commercial paper placement and agency services to the
Company.
The Company purchases products from and sells products to Idaho Forest
Industries, Inc., a corporation in which Mr. J. M. Richards has an equity
interest and of which Mr. Richards' brother, W. Thomas Richards, is President
and a director. In 1993 purchases by the Company from and sales to Idaho
Forest Industries, Inc. were approximately $4 million and $1 million,
respectively.
The Company and its subsidiaries engage in transactions from time to time
with several companies in which one of the Company's executive officers or
Directors or a member of his or her immediate family may have a direct or
indirect interest. All such transactions, including those described above, are
in the ordinary course of business and at competitive rates and prices.
Frederick T. Weyerhaeuser and Dr. William T. Weyerhaeuser are first cousins.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(PROPOSAL TWO ON THE PROXY CARD)
The Board of Directors unanimously recommends a vote FOR this proposal.
KPMG Peat Marwick and its predecessors, independent certified public
accountants, have been the auditors for the Company for 42 years.
The Board of Directors has again selected KPMG Peat Marwick to serve as the
Company's independent auditors for the year 1994. While it is not required to
do so, the Board of Directors is submitting to the stockholders the selection
of that firm for ratification in order to ascertain the stockholders' views.
Such ratification of the selection of KPMG Peat Marwick will require a
majority of the votes cast by holders of Common Stock present or represented
by proxy at the meeting and entitled to vote thereat. If ratification is not
approved, the Board of Directors will reconsider its selection.
Representatives of KPMG Peat Marwick are expected to be present at the
meeting and available to respond to appropriate questions. Such
representatives will have the opportunity to make a statement if they desire
to do so.
STOCKHOLDER PROPOSALS
To be considered for presentation at the 1995 Annual Meeting of the
Company's Stockholders, a stockholder proposal must be received at the offices
of the Company no later than November 28, 1994.
18
<PAGE>
OTHER MATTERS
The Company's By-Laws limit the business that may be brought before an
annual meeting of stockholders to matters included in the notice of meeting,
matters otherwise properly brought before the meeting by the Board of
Directors and matters brought before the meeting by a stockholder provided
that notice of such matter has been received by the Secretary of the Company
not less than 30 days nor more than 60 days prior to the Annual Meeting.
Management knows of no other business which will be presented to the meeting.
If any other business is properly brought before the meeting, it is intended
that proxies in the enclosed form will be voted in respect thereof in
accordance with the judgment of the persons voting the proxies.
Whether you intend to be present at this meeting or not, you are urged to
return your proxy promptly.
By order of the Board of Directors
/s/ Sandra T. Powell
Sandra T. Powell
Vice President, Financial Services
and Secretary
19
<PAGE>
PROXY POTLATCH CORPORATION PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby authorizes RICHARD B. MADDEN, JOHN M. RICHARDS and
SANDRA T. POWELL, as Proxies with full power in each to act without the other
and with the power of substitution in each, to represent and to vote all the
shares of stock the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Potlatch Corporation to be held on May 19, 1994, or at any
adjournment thereof.
1. ELECTION OF FIVE DIRECTORS TO SERVE UNTIL THE 1997 ANNUAL MEETING OF
STOCKHOLDERS:
[_]FOR all nominees listed below [_]WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed below
Richard B. Madden; Richard M. Morrow; John M. Richards; Reuben F. Richards;
Frederick T. Weyerhaeuser
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
---------------------------------------------------------------------
2. RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK AS INDEPENDENT AUDITORS:
FOR [_] AGAINST [_] ABSTAIN [_]
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL ITEMS.
(Continued and to be signed on other side)
(Continued from other side)
THIS PROXY WILL BE VOTED AS
DIRECTED BUT IF NOT OTHERWISE
DIRECTED, FOR THE ELECTION OF FIVE
DIRECTORS AND FOR PROPOSAL 2.
By signing below, the
undersigned certifies that:
(i) there has been NO change in the beneficial ownership of
shares of Common Stock covered hereby from and including March
1, 1990; and
(ii) there has been a change in the beneficial ownership (such as
a purchase) of shares of Common Stock since that date.
If no certification is made, it will be deemed for purposes of this
proxy that there has been a change in the beneficial ownership of
all shares of Common Stock covered hereby subsequent to March 1,
1990.
DATED: _________________________, 1994
______________________________________
______________________________________
(SIGN NAME EXACTLY AS
IMPRINTED HEREON. FOR
JOINT ACCOUNTS, BOTH
OWNERS SHOULD SIGN. IN
SIGNING AS ATTORNEY,
PLEASE DATE, SIGN AND EXECUTOR, ADMINISTRATOR,
RETURN TRUSTEE OR GUARDIAN, GIVE
FULL TITLE AS SUCH. IF
SIGNER IS A CORPORATION,
GIVE FULL CORPORATE NAME
AND SIGN BY DULY
AUTHORIZED OFFICER,
SHOWING THE OFFICER'S
TITLE.)
<PAGE>
PROXY POTLATCH CORPORATION PROXY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
0
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL ITEMS.
1. Election of Five Directors to serve until the 1997 Annual Meeting of
Stockholders--NOMINEES: Richard B. Madden; Richard M. Morrow; John M.
Richards; Reuben F. Richards; Frederick T. Weyerhaeuser
FOR WITHHELD FOR ALL
0 0 EXCEPT
0
- -------------------------------------------------------------------------------
2. Ratification of the selection of KPMG Peat Marwick as Independent Auditors
FOR AGAINST ABSTAIN
0 0 0
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Dated ___________________________________________________________________ ,1994
X
- -------------------------------------------------------------------------------
Signature
X
- -------------------------------------------------------------------------------
Signature
(Sign name exactly as imprinted hereon. For joint accounts, both owners should
sign. In signing as attorney, executor, administrator, trustee or guardian,
give full title as such. If signer is a corporation, give full corporate name
and sign by duly authorized officer, showing the officer's title.)
THIS PROXY WILL BE VOTED AS DIRECTED BUT IF NOT OTHERWISE DIRECTED, FOR THE
ELECTION OF FIVE DIRECTORS AND FOR PROPOSAL 2.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
POTLATCH CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 19, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby authorizes RICHARD B. MADDEN, JOHN M. RICHARDS and
SANDRA T. POWELL, as Proxies with full power in each to act without the other
and with the power of substitution in each, to represent and to vote all the
shares of stock the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Potlatch Corporation to be held on May 19, 1994, or at any
adjournment thereof.
<PAGE>
PUTNAM FIDUCIARY TRUST COMPANY, TRUSTEE:
POTLATCH CORPORATION
SALARIED EMPLOYEES' SAVINGS PLAN
CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
You are authorized and instructed to vote all stock in my Accounts under the
Potlatch Corporation Salaried Employees' Savings Plan at the Annual Meeting of
Stockholders of Potlatch Corporation to be held on May 19, 1994, or at any
adjournment thereof.
1.ELECTION OF FIVE DIRECTORS TO SERVE UNTIL THE 1997 ANNUAL MEETING OF
STOCKHOLDERS:
[_]FOR all nominees listed below [_]WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed below
Richard B. Madden; Richard M. Morrow; John M. Richards; Reuben F. Richards;
Frederick T. Weyerhaeuser
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
------------------------------------------------------------
2.RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK AS INDEPENDENT AUDITORS:
FOR [_] AGAINST [_] ABSTAIN [_]
3.ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE SAID MEETING.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL ITEMS.
(Continued and to be signed on other side)
POTLATCH CORPORATION
SALARIED EMPLOYEES' SAVINGS PLAN
CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE MARK YOUR VOTING INSTRUCTIONS ON THE REVERSE SIDE OF THIS CARD.
YOUR SHARES WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED,
FOR THE ELECTION OF FIVE DIRECTORS AND FOR PROPOSAL 2. IF YOU DO
NOT RETURN THIS CARD, THE TRUSTEE MUST VOTE YOUR PLAN
SHARES IN THE SAME PROPORTION AS VOTED BY OTHER PLAN
PARTICIPANTS.
-----------------------------
(Please sign exactly as name
appears to the left)
Dated: ________________, 1994
<PAGE>
PUTNAM FIDUCIARY TRUST COMPANY, TRUSTEE:
POTLATCH CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES OF THE NORTHWEST PAPER DIVISION
CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
You are authorized and instructed to vote all stock in my Accounts under the
Potlatch Corporation Savings Plan for Hourly Employees of the Northwest Paper
Division at the Annual Meeting of Stockholders of Potlatch Corporation to be
held on May 19, 1994, or at any adjournment thereof.
1.ELECTION OF FIVE DIRECTORS TO SERVE UNTIL THE 1997 ANNUAL MEETING OF
STOCKHOLDERS:
[_]FOR all nominees listed below [_]WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed below
Richard B. Madden; Richard M. Morrow; John M. Richards; Reuben F. Richards;
Frederick T. Weyerhaeuser
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
------------------------------------------------------------
2.RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK AS INDEPENDENT AUDITORS:
FOR [_] AGAINST [_] ABSTAIN [_]
3.ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE SAID MEETING.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL ITEMS.
(Continued and to be signed on other side)
POTLATCH CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES OF THE NORTHWEST PAPER DIVISION
CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE MARK YOUR VOTING INSTRUCTIONS ON THE REVERSE SIDE OF THIS CARD. YOUR
SHARES WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED, FOR
THE ELECTION OF FIVE DIRECTORS AND FOR PROPOSAL 2. IF YOU DO NOT
RETURN THIS CARD, THE TRUSTEE MUST VOTE YOUR PLAN SHARES IN
THE SAME PROPORTION AS VOTED BY OTHER PLAN PARTICIPANTS.
-----------------------------
(Please sign exactly as name
appears to the left)
Dated: ________________, 1994
<PAGE>
PUTNAM FIDUCIARY TRUST COMPANY, TRUSTEE:
POTLATCH CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES OF THE WOOD PRODUCTS GROUP
CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
You are authorized and instructed to vote all stock in my Accounts under the
Potlatch Corporation Savings Plan for Hourly Employees of the Wood Products
Group at the Annual Meeting of Stockholders of Potlatch Corporation to be held
on May 19, 1994, or at any adjournment thereof.
1.ELECTION OF FIVE DIRECTORS TO SERVE UNTIL THE 1997 ANNUAL MEETING OF
STOCKHOLDERS:
[_]FOR all nominees listed below [_]WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed below
Richard B. Madden; Richard M. Morrow; John M. Richards; Reuben F. Richards;
Frederick T. Weyerhaeuser
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
------------------------------------------------------------
2.RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK AS INDEPENDENT AUDITORS:
FOR [_] AGAINST [_] ABSTAIN [_]
3.ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE SAID MEETING.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL ITEMS.
(Continued and to be signed on other side)
POTLATCH CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES OF THE WOOD PRODUCTS GROUP
CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE MARK YOUR VOTING INSTRUCTIONS ON THE REVERSE SIDE OF THIS CARD.
YOUR SHARES WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED,
FOR THE ELECTION OF FIVE DIRECTORS AND FOR PROPOSAL 2. IF YOU DO
NOT RETURN THIS CARD, THE TRUSTEE MUST VOTE YOUR PLAN
SHARES IN THE SAME PROPORTION AS VOTED BY OTHER PLAN
PARTICIPANTS.
-----------------------------
(Please sign exactly as name
appears to the left)
Dated: ________________, 1994
<PAGE>
PUTNAM FIDUCIARY TRUST COMPANY, TRUSTEE:
POTLATCH CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES OF THE PULP AND PAPERBOARD
AND CONSUMER PRODUCTS DIVISIONS, LEWISTON, IDAHO
CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
You are authorized and instructed to vote all stock in my Accounts under the
Potlatch Corporation Savings Plan for Hourly Employees of the Pulp and
Paperboard and Consumer Products Divisions, Lewiston, Idaho, at the Annual
Meeting of Stockholders of Potlatch Corporation to be held on May 19, 1994, or
at any adjournment thereof.
1.ELECTION OF FIVE DIRECTORS TO SERVE UNTIL THE 1997 ANNUAL MEETING OF
STOCKHOLDERS:
[_]FOR all nominees listed below [_]WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed below
Richard B. Madden; Richard M. Morrow; John M. Richards; Reuben F. Richards;
Frederick T. Weyerhaeuser
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
------------------------------------------------------------
2.RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK AS INDEPENDENT AUDITORS:
FOR [_] AGAINST [_] ABSTAIN [_]
3.ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE SAID MEETING.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL ITEMS.
(Continued and to be signed on other side)
POTLATCH CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES OF THE PULP AND PAPERBOARD
AND CONSUMER PRODUCTS DIVISIONS, LEWISTON, IDAHO
CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE MARK YOUR VOTING INSTRUCTIONS ON THE REVERSE SIDE OF THIS CARD. YOUR
SHARES WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED, FOR
THE ELECTION OF FIVE DIRECTORS AND FOR PROPOSAL 2. IF YOU DO NOT
RETURN THIS CARD, THE TRUSTEE MUST VOTE YOUR PLAN SHARES IN
THE SAME PROPORTION AS VOTED BY OTHER PLAN PARTICIPANTS.
-----------------------------
(Please sign exactly as name
appears to the left)
Dated: ________________, 1994
<PAGE>
PUTNAM FIDUCIARY TRUST COMPANY, TRUSTEE:
POTLATCH CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES OF THE PULP AND PAPERBOARD
ARKANSAS DIVISION, CYPRESS BEND MILL
CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
You are authorized and instructed to vote all stock in my Accounts under the
Potlatch Corporation Savings Plan for Hourly Employees of the Pulp and
Paperboard Arkansas Division, Cypress Bend Mill at the Annual Meeting of
Stockholders of Potlatch Corporation to be held on May 19, 1994, or at any
adjournment thereof.
1.ELECTION OF FIVE DIRECTORS TO SERVE UNTIL THE 1997 ANNUAL MEETING OF
STOCKHOLDERS:
[_]FOR all nominees listed below [_]WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed below
Richard B. Madden; Richard M. Morrow; John M. Richards; Reuben F. Richards;
Frederick T. Weyerhaeuser
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
------------------------------------------------------------
2.RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK AS INDEPENDENT AUDITORS:
FOR [_] AGAINST [_] ABSTAIN [_]
3.ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE SAID MEETING.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL ITEMS.
(Continued and to be signed on other side)
POTLATCH CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES OF THE PULP AND PAPERBOARD
ARKANSAS DIVISION, CYPRESS BEND MILL
CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE MARK YOUR VOTING INSTRUCTIONS ON THE REVERSE SIDE OF THIS CARD. YOUR
SHARES WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED, FOR
THE ELECTION OF FIVE DIRECTORS AND FOR PROPOSAL 2. IF YOU DO NOT
RETURN THIS CARD, THE TRUSTEE MUST VOTE YOUR PLAN SHARES IN
THE SAME PROPORTION AS VOTED BY OTHER PLAN PARTICIPANTS.
-----------------------------
(Please sign exactly as name
appears to the left)
Dated: ________________, 1994
<PAGE>
POTLATCH LOGO
POTLATCH
CORPORATION
One Maritime
Plaza
PO Box 193591
San Francisco,
California 94119-
3591
Telephone (415)
576-8800
March 24, 1994
Dear Bank, Broker or Nominee:
Under the Charter of Potlatch Corporation, stockholders who were the
beneficial owners of shares of Common Stock on the record date for the upcoming
meeting of stockholders and who have owned such shares continuously from and
including March 1, 1990 will be entitled to exercise four (4) votes per share
for each such share upon submitting acceptable evidence of beneficial ownership
to the Company. Also under the Charter, stockholders who own shares of Common
Stock in "street" or "nominee" name or through a broker, clearing agency,
voting trustee, bank, trust company or other nominee are presumed to be
entitled to exercise one (1) vote per share for each such share. To become
entitled to four (4) votes per share, a stockholder must provide written proof
that there has been no change in the beneficial ownership of his or her shares
from and including March 1, 1990. Such proof must consist of a written
certification in the form provided on the proxy card.
In certain circumstances, the Company may rely on your representation with
respect to the beneficial owners of shares of Common Stock of Potlatch
Corporation held in your name who are entitled to exercise four (4) votes per
share, provided that such beneficial owners have completed and returned to you
for your records written certifications in the form provided on the proxy card
as to their beneficial ownership and you have forwarded a summary of such
voting information on the summary proxy card on the reverse side of this letter
to Potlatch Corporation or its agent. HOWEVER, THE COMPANY UNCONDITIONALLY
RESERVES THE RIGHT TO REVIEW EACH AND EVERY WRITTEN CERTIFICATION ON ANY PROXY
CARD COMPLETED BY A BENEFICIAL OWNER OF SHARES OF COMMON STOCK OF POTLATCH
CORPORATION TO DETERMINE WHETHER SUCH BENEFICIAL OWNER IS ENTITLED TO EXERCISE
THE CLAIMED FOUR (4) VOTES PER SHARE.
Very truly yours,
/s/ Sandra T. Powell
Sandra T. Powell
Vice President, Financial Services
and Secretary
<PAGE>
PROXY POTLATCH CORPORATION PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby authorizes RICHARD B. MADDEN, JOHN M. RICHARDS and
SANDRA T. POWELL, as Proxies with full power in each to act without the other
and with the power of substitution in each, to represent and to vote all the
shares of stock the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Potlatch Corporation to be held on May 19, 1994, or at any
adjournment thereof.
<TABLE>
<CAPTION>
SHARES AS TO WHICH THERE SHARES AS TO WHICH THERE
HAS BEEN NO CHANGE IN HAS BEEN A CHANGE IN
BENEFICIAL OWNERSHIP SINCE MARCH 1, 1990 BENEFICIAL OWNERSHIP SINCE MARCH 1, 1990
---------------------------------------- ----------------------------------------
(POST NUMBER OF SHARES (POST NUMBER OF SHARES
not number of votes) not number of votes)
FOR WITHHOLD FOR WITHHOLD
--- -------- --- --------
<S> <C> <C>
</TABLE>
1.ELECTION OF FIVE DIRECTORS TO SERVE UNTIL
THE 1997 ANNUAL MEETING OF STOCKHOLDERS:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
R. B. Madden ____ shs. ____ shs. ____ shs. ____ shs.
R. M. Morrow ____ shs. ____ shs. ____ shs. ____ shs.
J. M. Richards ____ shs. ____ shs. ____ shs. ____ shs.
R. F. Richards ____ shs. ____ shs. ____ shs. ____ shs.
F. T. Weyerhaeuser ____ shs. ____ shs. ____ shs. ____ shs.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
--- ------- ------- --- ------- -------
2.RATIFICATION OF THE SELECTION OF
KPMG PEAT MARWICK AS INDEPENDENT
AUDITORS
____ shs. ____ shs. ____ shs. ____ shs. ____ shs. ____ shs.
POST ONLY RECORD POSITION. DO NOT TABULATE VOTES.
</TABLE>
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL ITEMS.
THIS PROXY WILL BE VOTED AS DIRECTED BUT IF NOT OTHERWISE DIRECTED, FOR THE
ELECTION OF FIVE DIRECTORS AND FOR PROPOSAL 2.
IF THE SUMMARY VOTING TABLE ABOVE IS NOT COMPLETED, IT WILL BE DEEMED FOR
PURPOSES OF THIS PROXY THAT THERE HAS BEEN A CHANGE IN THE BENEFICIAL
OWNERSHIP OF ALL COMMON SHARES COVERED HEREBY SUBSEQUENT TO MARCH 1, 1990.
DATED: ____________________, 1994
_________________________________
_________________________________
_________________________________
(SIGN NAME EXACTLY AS IMPRINTED
HEREON. IN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE
OR GUARDIAN, GIVE FULL TITLE AS
SUCH. IF SIGNER IS A
CORPORATION, GIVE FULL CORPORATE
NAME AND SIGN BY DULY AUTHORIZED
OFFICER, SHOWING THE OFFICER'S
TITLE.)
PLEASE DATE, SIGN AND RETURN
<PAGE>
Putnam Place
859 Willard Street
Quincy, Massachusetts 02269-9110
PUTNAM INVESTMENTS
March 24, 1994
Dear Participant of the Potlatch Savings Plan:
The Board of Directors of Potlatch Corporation is soliciting proxies to be
used at the Annual Meeting of Stockholders to be held on May 19, 1994 and any
adjournment thereof. Enclosed are Potlatch Corporation's Proxy Statement for its
1994 Annual Meeting of Stockholders and a card on which you can indicate your
voting instructions.
The stock in your account under the Savings Plan is held by us as Trustee.
Please see the enclosed Confidential Voting Card for details on how your shares
will be voted. In accordance with the time-phased voting provision of Potlatch
Corporation's Restated Certificate of Incorporation, you are entitled to four
votes for each share in your account on the matters to be voted upon at this
year's Annual Meeting. The matters to be presented at the meeting are described
in detail in the attached Notice of Meeting and Proxy Statement.
Please mark your voting instructions on the enclosed card and date, sign and
return this card in the enclosed envelope. Your vote will be held in confidence.
Very Truly Yours,
Putnam Fiduciary Trust Company
