<PAGE> 1
As filed with the Securities and Exchange Commission on May 30, 1997
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 Salaried Employees' Savings 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(1) per share(2) offering price(2) fee(2)
- ------------------- ------------- ---------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 1,300,000 shares $42.6875 $55,493,750 $16,817
par value $1.00 per share
====================================================================================================
</TABLE>
(1) Calculated pursuant to General Instruction E to Form S-8.
(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 May 27, 1997.
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 II- INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities for
which a Registration Statement of Potlatch Corporation (the "Company") on Form
S-8 relating to the Potlatch Corporation Salaried Employees' Savings Plan (the
"Plan") is effective.
The Company's Form S-8 Registration Statements, filed with the
Securities and Exchange Commission on July 11, 1994 (File No. 33-54515), April
18, 1989 (File No. 33-28220), and October 10, 1985 (File No. 33-00805), are
hereby incorporated by reference.
INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant or the Plan with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K (File No.
1-5313) for the year ended December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q (File No.
1-5313) for the quarter ended March 31, 1997.
(c) The description of the Company'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 Plan's Annual Report on Form 11-K for the year
ended December 31, 1996.
(e) All other reports filed by the Company since December
31, 1996 under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act").
All documents subsequently filed by the Company 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed on for
the Company by Ralph M. Davisson. Mr. Davisson is Vice President and General
Counsel of the Company and at April 30, 1997 beneficially owned 30,184 shares
of the Company's Common Stock, which includes 21,650 shares which may be
acquired within 60 days pursuant to the exercise of options.
-2-
<PAGE> 3
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 30th
day of May, 1997.
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 May 30, 1997
Officer: Executive Officer
*John M. Richards
(ii) Principal Operating President and Chief Operating May 30, 1997
Officer: Officer
*L. Pendleton Siegel
(iii) Principal Financial Senior Vice President, May 30, 1997
Officer: Finance and Chief Financial
*George E. Pfautsch Officer
(iv) Principal Accounting Controller May 30, 1997
Officer:
*Terry L. Carter
(v) Directors:
*Richard A. Clarke Director
*Kenneth T. Derr Director
*Allen F. Jacobson Director
*George F. Jewett, Jr. Director
*Richard B. Madden Director
*Richard M. Morrow Director
*Vivian W. Piasecki Director May 30, 1997
*Toni Rembe Director
*John M. Richards Director
</TABLE>
-3-
<PAGE> 4
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*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>
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 May 30,
1997.
POTLATCH CORPORATION SALARIED
EMPLOYEES' SAVINGS PLAN
By POTLATCH CORPORATION
By /s/ Betty R. Fleshman
---------------------------------
Betty R. Fleshman
Secretary
-4-
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number
--------------
<S> <C>
5.1 Opinion of Ralph M. Davisson, Vice President
and General Counsel of the Registrant,
regarding the legality of the securities being
registered.
23.1 Consent of Ralph M. Davisson, Vice President
and General Counsel of the Registrant
(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>
-5-
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Potlatch Corporation]
May 30, 1997
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 1,300,000 shares of the Company's common stock, par value $1.00 per share
(the "Common Stock"), issuable pursuant to the Potlatch Corporation Salaried
Employees' Savings Plan (the "Plan"), it is my opinion that such shares of the
Common Stock of the Company, when issued and sold in accordance with the 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
<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 22, 1997, included
in the Company's Annual Report on Form 10-K for the year ended December 31,
1996, incorporated herein by reference, and to the use of our report dated
April 4, 1997 included in the Annual Report on Form 11-K of the Potlatch
Corporation Salaried Employees' Savings Plan for the year ended December 31,
1996, incorporated herein by reference.
KPMG PEAT MARWICK LLP
Portland, Oregon
May 30, 1997
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ L. Pendleton Siegel
-----------------------------------
L. Pendleton Siegel
Title: President and Chief
Operating Officer
<PAGE> 2
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ George E. Pfautsch
-----------------------------------
George E. Pfautsch
Title: Senior Vice President,
Finance and Chief Financial
Officer
<PAGE> 3
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ Terry L. Carter
-----------------------------------
Terry L. Carter
Title: Controller
<PAGE> 4
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ Richard A. Clarke
-----------------------------------
Richard A. Clarke
Title: Director
<PAGE> 5
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ Kenneth T. Derr
-----------------------------------
Kenneth T. Derr
Title: Director
<PAGE> 6
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ Allen F. Jacobson
-----------------------------------
Allen F. Jacobson
Title: Director
<PAGE> 7
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ George F. Jewett, Jr.
-----------------------------------
George F. Jewett, Jr.
Title: Director
<PAGE> 8
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ Richard B. Madden
-----------------------------------
Richard B. Madden
Title: Director
<PAGE> 9
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ Richard M. Morrow
-----------------------------------
Richard M. Morrow
Title: Director
<PAGE> 10
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ Vivian W. Piasecki
-----------------------------------
Vivian W. Piasecki
Title: Director
<PAGE> 11
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ Toni Rembe
-----------------------------------
Toni Rembe
Title: Director
<PAGE> 12
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ John M. Richards
-----------------------------------
John M. Richards
Title: Director, Chairman of the
Board and Chief Executive
Officer
<PAGE> 13
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ Reuben F. Richards
-----------------------------------
Reuben F. Richards
Title: Director
<PAGE> 14
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ Richard M. Rosenberg
-----------------------------------
Richard M. Rosenberg
Title: Director
<PAGE> 15
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ Robert G. Schwartz
-----------------------------------
Robert G. Schwartz
Title: Director
<PAGE> 16
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ Charles R. Weaver
-----------------------------------
Charles R. Weaver
Title: Director
<PAGE> 17
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May
15, 1997.
/s/ Frederick T. Weyerhaeuser
-----------------------------------
Frederick T. Weyerhaeuser
Title: Director
<PAGE> 18
POWER OF ATTORNEY
I, the undersigned, appoint Betty R. Fleshman and Ralph M. Davisson my
true and lawful attorneys-in-fact and agents, each with full power of
substitution, in any or all of my offices and capacities with Potlatch
Corporation as shown below, to execute for me and on my behalf the registration
statement on Form S-8 (the "Registration Statement") and any and all amendments
and supplements thereto, relating to the registration of the Potlatch
Corporation Salaried Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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
necessary to be done, and ratify and confirm all that any such
attorneys-in-fact and agents, or their substitutes, may lawfully do by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of May 15, 1997.
/s/ William T. Weyerhaeuser
-----------------------------------
William T. Weyerhaeuser
Title: Director
