<PAGE> 1
As filed with the Securities and Exchange Commission on September 13, 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)
<TABLE>
<S> <C>
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)
</TABLE>
Potlatch Corporation 1995 Stock Incentive Plan
(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 per share offering price(1) fee(1)
- ------------------- ------------ ---------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 1,640,270 shares $37.75(1) $64,384,055 $22,202
par value $1.00 per share 59,730 shares $41.25(1)
</TABLE>
================================================================================
(1) 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 September 9, 1996 with respect to 1,640,270 shares, and on the basis
of the exercise price of options previously granted under the plan with respect
to 59,730 shares.
__________________
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 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 and June 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).
All documents subsequently filed by the Registrant 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 Pillsbury Madison & Sutro LLP. Toni Rembe, a member of
Pillsbury Madison & Sutro LLP, is a director of the Registrant and at August
30, 1996 owned 3,048 shares of the Registrant's common stock.
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
-2-
<PAGE> 3
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.
(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.
-3-
<PAGE> 4
(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
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 13th
day of September, 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>
(i) Principal Executive Chairman of the Board and Chief September 13, 1996
Officer: Executive Officer
*John M. Richards
(ii) Principal Operating President and Chief Operating September 13, 1996
Officer: Officer
*L. Pendleton Siegel
(iii) Principal Financial Senior Vice President, September 13, 1996
Officer: Finance and Chief Financial
*George E. Pfautsch Officer
(iv) Principal Accounting Controller September 13, 1996
Officer:
*Terry L. Carter
(v) Directors:
*Richard A. Clarke Director
*Allen F. Jacobson Director
*George F. Jewett, Jr. Director
*Richard B. Madden Director
*Richard M. Morrow Director
*Vivian W. Piasecki Director September 13, 1996
*Toni Rembe Director
*John M. Richards Director
*Reuben F. Richards Director
*Richard M. Rosenberg Director
*Robert G. Schwartz Director
*Charles R. Weaver Director
*Frederick T. Weyerhaeuser Director
*William T. Weyerhaeuser Director
* By /s/ Betty R. Fleshman
--------------------------
Betty R. Fleshman
Attorney-in-Fact
</TABLE>
-5-
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number
- --------------
<S> <C>
5.1 Opinion of Pillsbury Madison & Sutro LLP
regarding the legality of the securities being
offered.
23.1 Consent of Pillsbury Madison & Sutro LLP
(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.
</TABLE>
-6-
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Pillsbury Madison & Sutro LLP]
September 13, 1996
Potlatch Corporation
One Maritime Plaza
San Francisco, CA 94111
Re: 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
1,700,000 shares of the Company's common stock, par value $1.00 per share (the
"Common Stock"), issuable pursuant to the Potlatch Corporation 1995 Stock
Incentive Plan (the "Stock Incentive Plan"), it is our opinion that such shares
of the Common Stock of the Company, when issued and sold in accordance with the
Stock Incentive Plan, will be legally issued, fully paid and nonassessable.
We 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/ Pillsbury Madison & Sutro LLP
<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
September 13, 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, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/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, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/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, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/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, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/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, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/s/ Allen F. Jacobson
------------------------------
Allen F. Jacobson
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, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/s/ George F. Jewett, Jr.
--------------------------------
George F. Jewett, Jr.
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, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/s/ Richard B. Madden
-------------------------------
Richard B. Madden
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, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/s/ Richard M. Morrow
------------------------------
Richard M. Morrow
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, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/s/ Vivian W. Piasecki
------------------------------
Vivian W. Piasecki
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, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/s/ Toni Rembe
______________________________
Toni Rembe
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, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/s/ John M. Richards
-------------------------------
John M. Richards
Title: Director, Chairman of
the Board and Chief
Executive Officer
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/s/ Reuben F. Richards
--------------------------------
Reuben F. Richards
Title: Director
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Betty R.
Fleshman, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/s/ Richard M. Rosenberg
--------------------------------
Richard M. Rosenberg
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, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/s/ Robert G. Schwartz
______________________________
Robert G. Schwartz
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, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/s/ Charles R. Weaver
______________________________
Charles R. Weaver
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, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/s/ Frederick T. Weyerhaeuser
______________________________
Frederick T. Weyerhaeuser
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, Ralph M. Davisson and Sandra T. Powell, and each of them, my true and
lawful attorneys-in-fact and agents, each with power of substitution, in any or
all of my offices and capacities with Potlatch Corporation as shown below, to
execute for me and on my behalf the registration statement on Form S-8 (the
"Registration Statement") and any and all amendments and supplements thereto,
including post-effective amendments, relating to the Potlatch Corporation 1983
Stock Option Plan, the Potlatch Corporation 1989 Stock Incentive Plan, and the
Potlatch Corporation 1995 Stock Incentive Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and do hereby grant unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, 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 7th day of
December, 1995.
/s/ William T. Weyerhaeuser
______________________________
William T. Weyerhaeuser
Title: Director
