<PAGE> 1
As filed with the Securities and Exchange Commission on December 2, 1996
Registration No. 333-_______
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 juris- (I.R.S. Employer
diction of incorporation) Identification No.)
One Maritime Plaza 94111
San Francisco, CA (Zip Code)
(Address of principal executive offices)
Potlatch Corporation Savings Plan for Hourly Employees
(Full title of the plan)
Betty R. Fleshman
Secretary
Potlatch Corporation
One Maritime Plaza
San Francisco, CA 94111
(Name and address of agent for service)
(415) 576-8800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered(1) per share(2) offering price(2) fee(2)
- ------------------- ---------------- ---------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 shares $43.875 $43,875,000 $13,295.45
par value $1.00 per share
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) The shares of Common Stock to be registered consist of shares to be acquired
by the Trustee pursuant to the Plan for the benefit of participants or as
matching contributions and shares deposited by Potlatch Corporation with the
Trustee as matching contributions.
(2) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
and registration fee have been calculated on the basis of the average of the
high and low prices of the Common Stock as reported on the New York Stock
Exchange on November 26, 1996.
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 plan.
------------------------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
<PAGE> 2
PART I
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form
S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant or the Plan with the
Securities and Exchange Commission are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K (File No. 1-5313)
for the year ended December 31, 1995.
(b) The Registrant's Quarterly Reports on Form 10-Q (File No.
1-5313) for the quarters ended March 31, 1996, June 30, 1996 and September 30,
1996.
(c) The description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A, including any subsequent
amendment or report filed for the purpose of updating such information (File No.
1-5313).
(d) The Annual Reports on Form 11-K of the Potlatch Corporation
Savings Plan for Hourly Employees of the Pulp and Paperboard and Consumer
Products Divisions, Lewiston, Idaho, the Potlatch Corporation Savings Plan for
Hourly Employees of the Northwest Paper Division, the Potlatch Corporation
Savings Plan for Hourly Employees of the Wood Products Group and the Potlatch
Corporation Savings Plan for Hourly Employees of the Pulp and Paperboard
Arkansas Division, Cypress Bend Mill (the assets of all of which now constitute
the assets of the Potlatch Corporation Savings Plan for Hourly Employees).
All documents subsequently filed by the Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 shall
be deemed incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing such documents until a post-effective
amendment of this Registration Statement is filed which indicates that all
securities being offered hereby have been sold or which deregisters all
securities then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby will be passed on for the
Registrant by Ralph M. Davisson, Esq. Mr. Davisson is Vice President and General
Counsel of the Registrant and at November 26, 1996 owned 29,498 shares of the
Registrant's Common Stock, of which 21,650 shares may be acquired within 60
days pursuant to the exercise of options.
-2-
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Article Seventh of the
Registrant's Restated Certificate of Incorporation provides for indemnification
to the fullest extent permitted by the Delaware General Corporation Law. The
Registrant also maintains insurance policies which insure its officers and
directors against certain liabilities. The Registrant has also entered into
agreements with its directors and certain of its officers that will require the
Registrant, among other things, to indemnify them against certain liabilities
that may arise by reason of their status or service as directors or officers to
the fullest extent not prohibited by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(A) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(B) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;
(C) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(A) and (a)(1)(B) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
-3-
<PAGE> 4
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
-4-
<PAGE> 5
SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on the 2nd day of
December, 1996.
POTLATCH CORPORATION
By /s/ Betty R. Fleshman
-----------------------------------
Betty R. Fleshman
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C> <C>
(i) Principal Executive Officer: Chairman of the Board and Chief December 2, 1996
*John M. Richards Executive Officer
(ii) Principal Operating Officer: President and Chief Operating December 2, 1996
*L. Pendleton Siegel Officer
(iii) Principal Financial Officer: Senior Vice President, December 2, 1996
*George E. Pfautsch Finance and Chief Financial
Officer
(iv) Principal Accounting Officer: Controller December 2, 1996
*Terry L. Carter
(v) Directors:
*Richard A. Clarke Director December 2, 1996
*Kenneth T. Derr Director December 2, 1996
*Allen F. Jacobson Director December 2, 1996
*George F. Jewett, Jr. Director December 2, 1996
*Richard B. Madden Director December 2, 1996
*Richard M. Morrow Director December 2, 1996
*Vivian W. Piasecki Director December 2, 1996
*Toni Rembe Director December 2, 1996
*John M. Richards Director December 2, 1996
</TABLE>
-5-
<PAGE> 6
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C> <C>
*Reuben F. Richards Director December 2, 1996
*Richard M. Rosenberg Director December 2, 1996
*Robert G. Schwartz Director December 2, 1996
*Charles R. Weaver Director December 2, 1996
*Frederick T. Weyerhaeuser Director December 2, 1996
*William T. Weyerhaeuser Director December 2, 1996
</TABLE>
* By /s/ Betty R. Fleshman
---------------------------------------------
Betty R. Fleshman
Attorney-in-Fact
THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of San Francisco, State of
California, on December 2, 1996.
POTLATCH CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
By POTLATCH CORPORATION
By /s/ Betty R. Fleshman
---------------------------------
Betty R. Fleshman
Secretary
-6-
<PAGE> 7
INDEX TO EXHIBITS
Exhibit Number
- --------------
5.1 Opinion of Ralph M. Davisson, Esq., Vice President and
General Counsel of the Registrant regarding the legality of
the securities being offered.
5.2 Copy of Internal Revenue Service determination letter
regarding qualification of the plan under section 401 of the
Internal Revenue Code.
23.1 Consent of Ralph M. Davisson, Esq. (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Powers of Attorney pursuant to which certain officers and
directors of the Registrant signed this Registration
Statement.
-7-
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Potlatch Corporation]
December 2, 1996
Potlatch Corporation
One Maritime Plaza
San Francisco, CA 94111
SUBJECT: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Potlatch Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, relating to
1,000,000 shares of the Company's common stock, par value $1.00 per share (the
"Common Stock"), issuable pursuant to the Potlatch Corporation Savings Plan for
Hourly Employees (the "Savings Plan"), it is my opinion that such shares of the
Common Stock of the Company, when issued and sold in accordance with the Savings
Plan, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Ralph M. Davisson
Vice President and General Counsel
Potlatch Corporation
<PAGE> 1
EXHIBIT 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
915 SECOND AVENUE, MS 510
SEATTLE, WA 98174
Employer Identification Number:
Date: Sept. 13, 1996 82-0156045
File Folder Number:
POTLATCH CORPORATION 680007374
c/o ROBERT HEIMBICHNER Person to Contact:
PILLSBURY MADISON & SUTRO DEBRA WITSOE
P.O. BOX 7880 Contact Telephone Number:
SAN FRANCISCO, CA 94120-7880 (206) 220-6080
Plan Name:
POTLATCH CORPORATION SAVINGS PLAN
FOR HOURLY EMPLOYEES
Plan Number: 039
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 is subject to your adoption of the proposed
amendments submitted in your letter dated July 19, 1996. The proposed
amendments should be adopted on or before the date prescribed by the
regulations under Code section 401(b).
This determination letter is applicable for the amendment(s) adopted on
December 21, 1994.
This plan satisfies the minimum coverage and nondiscrimination
requirements of sections 410(b) and 401(a)(4) of the Code because the plan
benefits only collectively bargained employees treated as collectively
bargained employees.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
Letter 835 (DO/CG)
<PAGE> 2
-2-
POTLATCH CORPORATION
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ STEVEN A JENSEN
--------------------------
Steven A. Jensen
District Director
Enclosure(s):
Publication 794
Addendum
Letter 835 (DO/CG)
<PAGE> 3
-3-
POTLATCH CORPORATION
This plan also satisfies the requirements of Code section 401(k).
This determination letter applies to the Potlatch Corporation Savings Plan for
Hourly Employees of the Pulp and Paperboard and Consumer Products Divisions,
Lewiston, Idaho, and to the proposed amendments submitted in your letter dated
July 19, 1996, which included the change of the Plan name to Potlatch
Corporation Savings Plan for Hourly Employees.
Letter 835 (DO/CG)
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Potlatch Corporation:
We consent to the use of our report dated January 24, 1996, included in
the Company's annual report on Form 10-K for the year ended December 31, 1995,
incorporated herein by reference in this Registration Statement. As discussed in
our report, the Company changed its method of accounting for income taxes,
postretirement benefits other than pensions and postemployment benefits in 1993.
KPMG PEAT MARWICK LLP
Portland, Oregon
December 2, 1996
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ L. Pendleton Siegel
-----------------------------------
L. Pendleton Siegel
Title: President and Chief
Operating Officer
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ George E. Pfautsch
----------------------------------------
George E. Pfautsch
Title: Senior Vice President,
Finance and Chief
Financial Officer
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ Terry L. Carter
----------------------------------------
Terry L. Carter
Title: Controller
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ Richard A. Clarke
----------------------------------------
Richard A. Clarke
Title: Director
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ Kenneth T. Derr
----------------------------------------
Kenneth T. Derr
Title: Director
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ Allen F. Jacobson
----------------------------------------
Allen F. Jacobson
Title: Director
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ George F. Jewett, Jr.
----------------------------------------
George F. Jewett, Jr.
Title: Director
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ Richard B. Madden
----------------------------------------
Richard B. Madden
Title: Director
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ Richard M. Morrow
----------------------------------------
Richard M. Morrow
Title: Director
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ Vivian W. Piasecki
----------------------------------------
Vivian W. Piasecki
Title: Director
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ Toni Rembe
----------------------------------------
Toni Rembe
Title: Director
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ John M. Richards
----------------------------------------
John M. Richards
Title: Director, Chairman of the
Board and Chief Executive
Officer
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ Reuben F. Richards
----------------------------------------
Reuben F. Richards
Title: Director
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ Richard M. Rosenberg
----------------------------------------
Richard M. Rosenberg
Title: Director
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ Robert G. Schwartz
----------------------------------------
Robert G. Schwartz
Title: Director
<PAGE> 16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ Charles R. Weaver
----------------------------------------
Charles R. Weaver
Title: Director
<PAGE> 17
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ Frederick T. Weyerhaeuser
----------------------------------------
Frederick T. Weyerhaeuser
Title: Director
<PAGE> 18
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman and Ralph M. Davisson, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, 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 Potlatch Corporation Savings Plan for
Hourly Employees, and to file the same, 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 21st day of
September, 1996.
/s/ William T. Weyerhaeuser
----------------------------------------
William T. Weyerhaeuser
Title: Director
