<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
POTLATCH CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO OF POTLATCH]
POTLATCH CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 1998
----------------
NOTICE AND PROXY STATEMENT
<PAGE>
[LOGO OF POTLATCH]
POTLATCH CORPORATION
601 West Riverside Ave.,
Suite 1100
Spokane, Washington 99201
Telephone (509) 835-1500
FAX (509) 835-1555
March 26, 1998
Dear Potlatch Stockholder:
I am pleased to invite you to Potlatch's Annual Meeting of Stockholders. The
meeting will be at 11:00 a.m. on Thursday, May 21, 1998 at The Coeur d'Alene
Resort, 115 South Second Street, Coeur d'Alene, Idaho.
At the meeting, you and the other stockholders will elect six directors to
the Potlatch Board. You also will have the opportunity to hear what has
happened in our business in the past year and to ask questions. You will find
other detailed information about Potlatch and its operations, including its
audited financial statements, in the enclosed Annual Report.
We hope you can join us on May 21. Whether or not you can attend, please
read the enclosed Proxy Statement. When you have done so, please MARK your
votes on the enclosed proxy, SIGN AND DATE THE PROXY, and RETURN it to us in
the enclosed envelope. Your vote is important, so please return your proxy
promptly.
Sincerely,
/s/ John M. Richards
John M. Richards
Chairman of the Board and
Chief Executive Officer
<PAGE>
POTLATCH CORPORATION
601 WEST RIVERSIDE AVENUE, SUITE 1100
SPOKANE, WASHINGTON 99201
March 26, 1998
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 1998
Potlatch Corporation will hold its Annual Meeting of Stockholders at The
Coeur d'Alene Resort, 115 South Second Street, Coeur d'Alene, Idaho, on
Thursday, May 21, 1998 at 11:00 a.m.
We are holding this meeting:
. to elect six directors to serve until the 2001 Annual Meeting of
Stockholders; and
. to transact any other business that properly comes before the meeting.
Your Board of Directors has selected March 23, 1998 as the record date for
determining stockholders entitled to vote at the meeting. A list of
stockholders on that date will be available for inspection at the law offices
of Paine, Hamblen, Coffin, Brooke & Miller LLP, 816 Sherman Avenue, Coeur
d'Alene, Idaho, for ten days before the meeting.
This Proxy Statement, proxy and Potlatch's 1997 Annual Report to
Stockholders are being distributed on or about March 27, 1998.
By Order of the Board of Directors
/s/ Betty R. Fleshman
Betty R. Fleshman
Secretary
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GENERAL INFORMATION ...................................................... 1
ELECTION OF DIRECTORS..................................................... 3
Nominees for Election for a Three-Year Term Ending with the 2001 Annual
Meeting............................................................... 3
Directors Continuing in Office Until the 1999 Annual Meeting of
Stockholders.......................................................... 4
Directors Continuing in Office Until the 2000 Annual Meeting of
Stockholders.......................................................... 5
Committees of the Board of Directors; Meetings......................... 6
STOCK OWNERSHIP........................................................... 7
Beneficial Ownership of Certain Stockholders, Directors and Executive
Officers.............................................................. 7
Section 16(a) Beneficial Ownership Reporting Compliance................ 8
COMPENSATION OF DIRECTORS AND THE NAMED EXECUTIVE OFFICERS................ 9
Compensation of Directors.............................................. 9
Compensation of the Named Executive Officers--Summary Compensation
Table................................................................. 10
Option/SAR Grants in Last Fiscal Year.................................. 11
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values..................................................... 12
Other Employee Benefit Plans........................................... 12
Certain Transactions................................................... 13
EXECUTIVE COMPENSATION AND PERSONNEL POLICIES COMMITTEE REPORT ON
EXECUTIVE COMPENSATION............................................... 14
Compensation Policy.................................................... 14
1997 Company Performance............................................... 15
1997 Executive Compensation............................................ 15
1997 Chief Executive Compensation...................................... 15
PERFORMANCE GRAPH......................................................... 16
</TABLE>
----------------------------------------------
For directions to the meeting, you will find a
map on the back cover of this Proxy Statement
----------------------------------------------
<PAGE>
GENERAL INFORMATION
Q: WHO IS SOLICITING MY PROXY?
A: We--the Board of Directors of Potlatch Corporation--are sending you this
Proxy Statement in connection with our solicitation of proxies for use at
Potlatch's 1998 Annual Meeting of Stockholders. Certain directors, officers
and employees of Potlatch and D.F. King (a proxy solicitor) also may
solicit proxies on our behalf by mail, phone, fax or in person.
Q: WHO IS PAYING FOR THIS SOLICITATION?
A: Potlatch will pay for the solicitation of proxies, including D.F. King's
estimated fee of $7,500 plus out-of-pocket expenses. Potlatch also will
reimburse banks, brokers, custodians, nominees and fiduciaries for their
reasonable charges and expenses to forward our proxy materials to the
beneficial owners of Potlatch common stock.
Q: WHAT AM I VOTING ON?
A: The election of Richard A. Clarke, Allen F. Jacobson, George F. Jewett,
Jr., Vivian W. Piasecki, Robert G. Schwartz and L. Pendleton Siegel to the
Board of Directors.
Q: WHO CAN VOTE?
A: Only those who owned common stock at the close of business on March 23,
1998, the record date for the Annual Meeting, can vote. If you beneficially
owned common stock on the record date, you have either four votes or one
vote per share for each director up for election at the Annual Meeting. You
have four votes per share if you have owned the share continuously since
March 1, 1994, or acquired it through Potlatch's tax-qualified employee
benefit plans or its dividend reinvestment plan. You have one vote per
share in all other circumstances. If you own your shares of common stock in
"street" or "nominee" name, we assume that each of your shares has only one
vote. To have four votes per share, you must prove that you have
beneficially owned the shares continuously from March 1, 1994. You can do
this by signing the certification on your proxy. Potlatch may still require
additional evidence of continuous ownership.
Q: WHAT DOES "BENEFICIALLY OWNED" MEAN?
A: Under the Securities and Exchange Commission's definition, "beneficial
ownership" of shares means shares over which a person has sole or shared
voting or investment power.
Q: WHEN DO I GET FOUR VOTES A SHARE?
A: You get four votes per share when you have held the share for at least 48
consecutive calendar months (dating from the first day of the first full
month on or after the date you acquire beneficial ownership of the share)
before the record date for a stockholders' meeting. On certain matters,
Potlatch's Restated Certificate of Incorporation gives you only one vote
per share.
Q: HOW DO I VOTE?
A: You may vote your shares either in person or by proxy. To vote by proxy,
you should mark, date, sign and mail the enclosed proxy in the prepaid
envelope. Giving a proxy will not affect your right to vote your shares if
you attend the Annual Meeting and want to vote in person--by voting you
automatically revoke your proxy. You also may revoke your proxy at any time
before the voting by giving the Secretary written notice of your revocation
or by submitting a later-dated proxy. If you return your proxy but do not
mark your voting preference, the individuals named as proxies will vote
your shares FOR the election of the nominees for director.
1
<PAGE>
Q: WHAT CONSTITUTES A QUORUM?
A: On the record date, Potlatch had 29,005,537 shares of common stock, $1.00
par value, outstanding. Voting can take place at the Annual Meeting only if
stockholders owning a majority of the voting power of the common stock
(that is a majority of the total number of votes entitled to be cast) and
one-third of the total number of shares outstanding on the record date are
present in person or represented by effective proxies. If you do not vote,
or if a broker holding your shares in "street" or "nominee" name indicates
to us on a proxy that you have not voted and it lacks discretionary
authority to vote your shares, we will not consider your shares as present
or entitled to vote for any purpose. Directors need the affirmative vote of
holders of a majority of the voting power present to be elected.
Q: WHAT HAPPENS IF I WITHHOLD MY VOTE FOR AN INDIVIDUAL DIRECTOR?
A: Withheld votes are counted as "no" votes for the individual director.
Q: CAN I VOTE ON OTHER MATTERS?
A: Potlatch's By-laws limit the matters presented at an annual meeting to
those in the notice of the meeting, those otherwise properly presented by
the Board of Directors and those presented by stockholders so long as the
stockholder gives the Secretary written notice of the matter not less that
30 days and not more than 60 days before the meeting. We do not expect any
other matter to come before the meeting. If any other matter is presented
at the Annual Meeting, your signed proxy gives the individuals named as
proxies authority to vote your shares.
Q: WHEN ARE 1999 STOCKHOLDER PROPOSALS DUE?
A: To be considered for presentation at Potlatch's 1999 Annual Meeting of
Stockholders and included in the proxy statement, a stockholder proposal
must be received at Potlatch's offices no later than November 27, 1998.
Q: HOW DO I NOMINATE SOMEONE TO BE A POTLATCH DIRECTOR?
A: A stockholder may recommend nominees for director to the Nominating
Committee by giving the Secretary a written notice by February 1 before the
annual meeting of stockholders. The notice must include the full name, age,
business and residence addresses, principal occupation or employment of the
nominee, the number of shares of Potlatch common stock the nominee
beneficially owns, any other information about the nominee that must be
disclosed in proxy solicitations under Rule 14(a) of the Securities
Exchange Act of 1934 and the nominee's written consent to the nomination
and to serve, if elected.
2
<PAGE>
ELECTION OF DIRECTORS
Potlatch's Board of Directors is divided into three classes serving
staggered three-year terms. At the Annual Meeting, you and the other
stockholders will elect six individuals to serve as directors until the 2001
Annual Meeting or until the end of the calendar year in which a director
becomes 72. Each of the nominees is now a member of the Board of Directors.
The individuals named as proxies will vote the enclosed proxy for the
election of all nominees unless you direct them to withhold your votes. If any
nominee becomes unable to serve as a director before the meeting (or decides
not to serve), the individuals named as proxies may vote for a substitute or
we may reduce the number of members of the Board. We recommend a vote FOR each
nominee.
Below are the names and ages of the directors, the years they became
directors, their principal occupations or employment for at least the past
five years and certain of their other directorships.
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM ENDING WITH THE 2001 ANNUAL
MEETING
.Richard A. Clarke Age 67, a director since 1985. Retired; Chairman
of the Board of Pacific Gas and Electric Company
(a public utility) from July 1994 through June
1995 and its Chief Executive Officer from May 1986
through June 1994. Also a director of BankAmerica
Corporation, Bank of America NT&SA, CNF
Transportation Inc., PG&E Corporation and Pacific
Gas and Electric Company.
.Allen F. Jacobson* Age 71, a director since 1990. Retired; Chairman
of the Board and Chief Executive Officer of
Minnesota Mining and Manufacturing Company (a
diversified manufacturing company) from March 1986
through October 1991. Also a director of Deluxe
Corporation, Mobil Corporation, Sara Lee
Corporation, Silicon Graphics, Inc., U S WEST,
Inc. and Valmont Industries, Inc.
.George F. Jewett, Jr.* Age 70, a director since 1957. Our Vice Chairman
of the Board.
.Vivian W. Piasecki Age 67, a director since 1992. Trustee of the
University of Pennsylvania Health Systems (a
health service and educational institution) and
Chairman of the Board of Overseers for the
University of Pennsylvania School of Nursing and
Penn Nursing Network. Also a director of First
Union Bank, NA Pennsylvania Regional Board.
- --------
* We anticipate that Mr. Jacobson will retire on December 31, 1998 and Mr.
Jewett on December 31, 1999--the end of the calendar year in which each
becomes 72. When each retires, we may elect a new director to complete his
term or reduce the number of directors.
3
<PAGE>
.Robert G. Schwartz Age 69, a director since 1973. Retired; Chairman
of the Board of Metropolitan Life Insurance
Company (a life insurance company) from February
1983 through March 1993 and its President and
Chief Executive Officer from September 1989
through March 1993. Also a director of COMSAT
Corporation, Consolidated Edison Company of New
York, Inc., Lone Star Industries, Inc., Lowe's
Companies, Inc., Metropolitan Life Insurance
Company, Mobil Corporation and Reader's Digest
Association, Inc.
.L. Pendleton Siegel Age 55, a director since 1997. Our President and
Chief Operating Officer since May 1994, our
Executive Vice President--Pulp-Based Operations
from August 1993 to May 1994 and our Group Vice
President--Pulp and Paperboard from March 1992
through July 1993.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 1999 ANNUAL MEETING OF STOCKHOLDERS
.Kenneth T. Derr Age 61, a director since 1994. Chairman of the
Board and Chief Executive Officer of Chevron
Corporation (an international oil company). Also a
director of AT&T and Citicorp.
.Toni Rembe Age 61, a director since 1975. A partner of
Pillsbury Madison & Sutro LLP (a law firm). Also a
director of Transamerica Corporation and SBC
Communications Inc.
.Richard M. Rosenberg Age 67, a director since 1992. Retired; Chairman
of the Board of BankAmerica Corporation (a bank
holding company) and Bank of America NT&SA (a
bank) from October 1992 through May 1996, Chief
Executive Officer of both companies from May 1990
to December 1995 and President of both companies
from May 1990 to April 1992 and from October 1992
to August 1995. Also a director of Airborne
Express, BankAmerica Corporation, Bank of America
NT&SA, Northrop Grumman Corporation and SBC
Communications Inc.
.Charles R. Weaver Age 69, a director since 1987. Retired; Chairman
of the Board and Chief Executive Officer of The
Clorox Company (a household consumer products
company), from April 1986 through June 1992. Also
a director of Unocal Corporation.
.William T. Age 54, a director since 1990. A Clinical
Weyerhaeuser** Psychologist in Tacoma, Washington and owner and
Chairman of the Board of Yelm Telephone Company.
Also a director of Clearwater Management Company,
Inc.
- --------
** Dr. W.T. Weyerhaeuser and Mr. F.T. Weyerhaeuser are first cousins.
4
<PAGE>
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2000 ANNUAL MEETING OF STOCKHOLDERS
.Richard B. Madden Age 68, a director since 1971. Retired; Our
Chairman of the Board and Chief Executive Officer
from December 1977 to May 1994. Also a director of
CNF Transportation Inc., PG&E Corporation and URS
Corporation.
.Richard M. Morrow* Age 72, a director since 1990. Retired; Chairman
of the Board and Chief Executive Officer of Amoco
Corporation (a petroleum and chemical products
company) from September 1983 through February 1991
and Chairman of the Board of Westinghouse Electric
Corporation (an electrical equipment company) from
January 1993 through June 1993. Also a director of
Marsh and McLennan Companies, Inc. and Seagull
Energy Corporation.
.John M. Richards Age 60, a director since 1991. Our Chairman of the
Board and Chief Executive Officer since May 1994
and our President and Chief Operating Officer from
May 1989 to May 1994.
.Reuben F. Richards Age 68, a director since 1974. Retired; Chairman
of the Board of Terra Industries Inc. (an
agricultural company) from May 1983 through April
1996, and Chairman of the Board of Minorco
(U.S.A.) Inc. (a natural resources company) from
May 1990 through March 1996 and its President and
Chief Executive Officer from February 1994 through
March 1996. Also a director of Ecolab Inc.,
Engelhard Corporation and Santa Fe Energy
Resources, Inc.
.Frederick T. Age 66, a director since 1960. Chairman of the
Weyerhaeuser** Board and Treasurer of Clearwater Investment Trust
(a financial management company).
- --------
* We anticipate that Mr. Morrow will retire on December 31, 1998--the end of
the calendar year in which he becomes 72. When he retires, we may elect a
new director to complete his term or reduce the number of directors.
** Dr. W.T. Weyerhaeuser and Mr. F.T. Weyerhaeuser are first cousins.
5
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS; MEETINGS
We have four standing committees.
The Audit Committee
. Reviews with the independent auditors the auditors' annual report and
scope of the next audit.
. Nominates the independent auditors to the Board of Directors.
. Reviews any consulting services provided by the independent auditors and
evaluates the effect this may have on the auditors' independence.
. Reviews with external and internal auditors the adequacy of internal
accounting and control systems.
. Reviews with management and auditors the accounting and financial
reporting requirements and practices.
The members are Kenneth T. Derr, George F. Jewett, Jr., Richard B. Madden,
Vivian W. Piasecki and Richard M. Rosenberg. The Audit Committee met twice
in 1997.
The Executive Compensation and Personnel Policies Committee
. Reviews annually and recommends to the Board of Directors our Chairman
and Chief Executive Officer's total compensation.
. Reviews annually our Chairman and Chief Executive Officer's
recommendations on base salaries and incentive awards for certain senior
officers.
. Administers the stock incentive plans and the Management Performance
Award Plan.
. Reviews compensation and benefit plans and practices, and recommends
changes.
The members are Richard M. Morrow, Reuben F. Richards, Robert G. Schwartz,
Charles R. Weaver, Frederick T. Weyerhaeuser and William T. Weyerhaeuser.
The Executive Compensation and Personnel Policies Committee met six times
in 1997.
The Nominating and Corporate Governance Committee
. Recommends the size of the Board of Directors.
. Recommends nominees for election as directors and to serve on Committees
of the Board.
. Suggests changes in compensation and retirement policies for directors.
. Reviews and makes recommendations on our corporate governance guidelines
and other governance issues.
The members are Richard A. Clarke, Allen F. Jacobson, George F. Jewett,
Jr., Richard B. Madden, Toni Rembe and Robert G. Schwartz. The Nominating
and Corporate Governance Committee met six times in 1997.
The Finance Committee
. Reviews and makes recommendations on financings and other financial
matters.
The members are Allen F. Jacobson, Toni Rembe, John M. Richards, Reuben F.
Richards and Richard M. Rosenberg. The Finance Committee did not meet in
1997.
6
<PAGE>
STOCK OWNERSHIP
BENEFICIAL OWNERSHIP OF CERTAIN STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
This table shows as of January 1, 1998: (1) the beneficial owner of more
than 5% of the common stock and the number of shares it beneficially owned;
and (2) the number of shares each director, each executive officer named in
the Summary Compensation Table on page 13 and all directors and executive
officers as a group beneficially owned, as reported by each person. Except as
noted, each person has sole voting and investment power over the shares shown
in this table.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
COMMON STOCK BENEFICIALLY OWNED
--------------------------------------------
NUMBER OF SHARES RIGHT TO PERCENT OF COMMON
BENEFICIALLY OWNED ACQUIRE (1) CLASS STOCK UNITS(2)
------------------ ----------- ---------- --------------
<S> <C> <C> <C> <C>
STOCKHOLDERS
The Capital Group
Companies, Inc. 2,181,200(3) -- 7.5% --
333 South Hope Street
Los Angeles, CA 90071
DIRECTORS AND OTHER
NAMED EXECUTIVE
OFFICERS
Richard A. Clarke 3,914(4) 1,250 * 4,746
Kenneth T. Derr 500 1,250 * 2,102
Allen F. Jacobson 1,000 1,250 * 10,065
George F. Jewett, Jr. 808,314(5) 1,250 2.8% --
Richard B. Madden 26,295(4) 1,250 * 1,615
Richard M. Morrow 500 1,250 * 10,323
Vivian W. Piasecki 115,866(6) 1,250 * 5,187
Toni Rembe 3,231 1,250 * 6,777
John M. Richards 26,942(7) 143,975 * --
Reuben F. Richards 1,200 1,250 * 5,749
Richard M. Rosenberg 1,000 1,250 * 4,521
Robert G. Schwartz 2,000 1,250 * 11,270
L. Pendleton Siegel 18,461 82,525 * 2,048
Charles R. Weaver 1,000 1,250 * 4,746
Frederick T. Weyerhaeuser 1,385,469(8) 1,250 4.8% 4,746
William T. Weyerhaeuser 1,016,726(9)(10) 1,250 3.5% 10,458
George E. Pfautsch 10,360(4) 30,150 * 884
Charles R. Pottenger 11,268 50,525 * --
Thomas J. Smrekar 15,458 39,975 * --
Directors and executive
officers as a group
(22 persons including
those named above) 2,623,083(11) 401,975 10.3% 85,237
</TABLE>
- -------
* Less than 1%.
(1) Shares the officers and directors could acquire by exercising stock
options within 60 days of January 1, 1998.
(2) Common stock units are not actual shares of common stock and have no
voting power. For directors other than Mr. Siegel, the units represent
deferred directors' fees and the vested portion of the common stock units
received when the directors' retirement plan was terminated in 1996. For
Mr. Siegel and Mr. Pfautsch, the units represent deferred Management
Performance Award Plan incentive payments. Potlatch converts the units
into cash and pays the person according to an election the person makes
prior to deferring fees or incentives.
(Notes continued on next page.)
7
<PAGE>
(3) According to a Schedule 13G dated February 10, 1998, The Capital Group
Companies, Inc., as the parent holding company of a group of investment
management companies, has sole voting power over 370,700 of these shares
and sole dispositive power (directly or indirectly) over all 2,181,200
shares. Also according to that Schedule 13G, Capital Research and
Management Company, an investment adviser and wholly owned subsidiary of
The Capital Group Companies, Inc., has sole dispositive power over
1,810,500 shares.
(4) Includes the following numbers of shares held jointly with the person's
spouse as to which the person named shares voting and investment power:
Mr. Clarke, 3,914; Mr. Madden, 10,456; and Mr. Pfautsch, 2,200.
(5) Includes 601,400 shares held by a trust where Mr. Jewett is the trustee
and shares voting and investment power; 129,864 shares held by a
foundation where he is a trustee and shares voting and investment power;
40,954 shares held by a revocable trust for his and his spouse's benefit
where he shares voting and investment power; and 36,096 shares held by a
revocable trust for his spouse's benefit where he shares voting and
investment power. Mr. Jewett disclaims beneficial ownership of the 129,864
shares held by the foundation and the 36,096 shares held by the revocable
trust for his spouse's benefit.
(6) Does not include 4,220 shares held by Mrs. Piasecki's spouse and 17,020
shares held by trusts where he is a trustee and shares voting and
investment power. Mrs. Piasecki disclaims beneficial ownership of all
these shares.
(7) Does not include 200 shares held by Mr. J.M. Richards' spouse as custodian
for his minor child. Mr. Richards disclaims beneficial ownership of these
shares.
(8) Includes a total of 1,345,772 shares held by trusts where Mr. F.T.
Weyerhaeuser is a trustee and shares voting and investment power for
1,237,972 shares and 197 shares held by a foundation where Mr. F.T.
Weyerhaeuser is a member of the investment committee and shares investment
power. Does not include 8,032 shares held by his spouse. Mr. F.T.
Weyerhaeuser disclaims beneficial ownership of all these shares.
(9) Includes 119,616 shares held by a holding company where Dr. W.T.
Weyerhaeuser is Chairman of the Board and Chief Executive Officer and
shares investment power. Dr. W.T. Weyerhaeuser disclaims beneficial
ownership of these shares, except his proportionate interest of 5,553
shares.
(10) Includes a total of 857,411 shares held by trusts where Dr. W.T.
Weyerhaeuser is a trustee and shares voting power for 37,300 shares, and
voting and investment power for 766,179 shares. Also includes 197 shares
held by a foundation where Dr. W.T. Weyerhaeuser is a trustee and shares
investment power. Does not include 2,700 shares held by his spouse. Dr.
W.T. Weyerhaeuser disclaims beneficial ownership of all these shares.
(11) Includes the shares stated in the table for each director and named
executive officer without duplication of 601,400 shares attributable to
both Mr. Jewett and Mr. F.T. Weyerhaeuser and 232,741 shares attributable
to both Mr. F.T. Weyerhaeuser and Dr. W.T. Weyerhaeuser.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under U.S. securities laws, directors, certain executive officers and
persons holding more than 10% of Potlatch's common stock must report their
initial ownership of the common stock and any changes in that ownership to the
Securities and Exchange Commission. The Securities and Exchange Commission has
designated specific due dates for these reports and Potlatch must identify in
this Proxy Statement those persons who did not file these reports when due.
Based solely on its review of copies of the reports filed with the Securities
and Exchange Commission and written representations of its directors and
executive officers, Potlatch believes all persons subject to reporting filed
the required reports on time in 1997.
8
<PAGE>
COMPENSATION OF DIRECTORS AND THE NAMED EXECUTIVE OFFICERS
This section describes the compensation paid or payable to, or deferred for
the accounts of, the directors, Chief Executive Officer and each of the four
other most highly compensated executive officers for his or her services to
Potlatch and its subsidiaries in 1997.
COMPENSATION OF DIRECTORS
Annual Compensation. Each outside director, that is a director who is not a
Potlatch employee, receives a fixed annual fee of $24,000. Each outside
director also receives a $1,200 fee for each meeting of the Board of Directors
or a committee of the Board that the director attends in person or by
telephone. In addition, each committee chairman receives an additional annual
fee of $3,000. Directors may defer receiving any of these fees.
When a director defers fees, he or she elects to have the deferred fees
credited with interest, or converted into common stock units. These common
stock units are then credited with amounts equal to the dividends that are
paid on the same amount of common stock.
During 1997, Potlatch paid to directors, or deferred on their behalf, a
total of $613,950 in fees. Potlatch also reimbursed the directors for their
reasonable out-of-pocket expenses in attending Board and committee meetings.
The Board of Directors met nine times in 1997. Each director attended at least
75% of the total Board and applicable committee meetings.
Stock Options. Under the Potlatch Corporation 1995 Stock Incentive Plan,
Potlatch grants each outside director a nonqualified stock option to purchase
1,000 shares of common stock in December of his or her first year as a
director (or, in the case of directors serving at the time of the plan's
adoption, in December 1995). Each December after that, Potlatch grants each
outside director an additional nonqualified option to purchase 500 shares. In
December 1997, Potlatch granted each outside director options to purchase 500
shares of common stock at an exercise price of $48.25 per share. These options
will vest in two equal installments on the first and second anniversaries of
the grant date. The options will expire ten years after the grant date unless
earlier terminated or exercised.
9
<PAGE>
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS--SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES ALL
NAME AND PRINCIPAL ------------------- UNDERLYING OTHER
POSITION YEAR SALARY BONUS(1) OPTIONS/SARS COMPENSATION(2)
- ------------------ ---- --------- --------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
John M. Richards 1997 $ 541,970 -- 60,000 $129,916
Chairman of the Board 1996 524,200 $ 284,700 39,350 31,676
and Chief Executive 1995 508,850 230,000 38,000 21,372
Officer
L. Pendleton Siegel 1997 389,705 -- 17,500 23,541
President and Chief 1996 377,275 170,800 21,050 21,726
Operating Officer 1995 366,300 140,000 20,000 15,385
Charles R. Pottenger 1997 292,920 -- 9,650 16,078
Group Vice President, 1996 283,820 89,900 11,650 15,360
Pulp and Paperboard 1995 275,420 81,900 10,600 37,465
Thomas J. Smrekar 1997 252,700 -- 8,200 13,839
Group Vice President, 1996 242,500 76,800 9,850 12,915
Wood Products 1995 230,000 65,000 8,800 9,660
George E. Pfautsch(3) 1997 229,500 -- -- 12,734
Senior Vice President, 1996 221,550 73,700 7,100 11,989
Finance and Chief 1995 214,950 63,900 7,000 9,028
Financial Officer
</TABLE>
- --------
(1) Payable in cash for 1995, and 80% in cash and 20% in common stock (or
common stock units) for 1996. When an executive officer defers bonus
compensation, 20% (or more if the executive elects) is deferred in the
form of common stock units. No awards were paid for 1997 under the
Management Performance Award Plan because Potlatch's earnings did not meet
the minimum requirements under the plan.
(2) This column represents matching contributions by Potlatch under the
Salaried Employees' Savings Plan. Mr. Richards' 1997 amount includes
$95,196 for unused vacation payable under California law. Mr. Pottenger's
1995 amount includes $25,897 of moving expenses.
(3) Mr. Pfautsch will retire in July 1998.
10
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
----------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED FISCAL YEAR PER SHARE DATE VALUE(2)
---- ------------ ------------ --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
John M. Richards 60,000 18% $48.25 12/04/07 $583,000
L. Pendleton Siegel 17,500 5% 48.25 12/04/07 170,000
Charles R. Pottenger 9,650 3% 48.25 12/04/07 94,000
Thomas J. Smrekar 8,200 3% 48.25 12/04/07 80,000
George E. Pfautsch -- -- -- -- --
</TABLE>
- --------
(1) These options were granted on December 4, 1997, and become exercisable for
50% of the shares on December 4, 1998 and for the remaining 50% on
December 4, 1999. If a "change in control" of Potlatch occurs, the options
become exercisable in full and include stock appreciation rights. What
constitutes a "change in control" for this purpose is described on page
13.
(2) We calculated this amount using the Black-Scholes option pricing model, a
complex mathematical formula that uses six different market-related
factors to estimate the value of stock options. The factors are stock
price at date of grant, option exercise price, option term, risk-free rate
of return, stock volatility and dividend yield. The Black-Scholes model
generates an estimate of the value of the right to purchase a share of
stock at a fixed price over a fixed period. The actual value, if any, an
executive realizes will depend on whether the stock price at exercise is
greater than the grant price, as well as the executive's continued
employment through the two-year vesting period and the 10-year option
term. The following assumptions were used to calculate the Black-Scholes
value:
Stock price at date of grant = $48.25
Option exercise price = $48.25
Option term = 10 years
Risk-free rate of return = Based on 10-year U.S. Treasury Notes
Company stock volatility = Based on prior 3-year monthly stock price
Company dividend yield = 3.61%
Calculated Black-Scholes Value = $9.72 per option
If the Black-Scholes option pricing model were applied to all outstanding
Potlatch shares as of December 4, 1997, the grant date, the assumed
increased present value for all stockholders would be about $282 million.
There is no assurance that the value received by the named executive
officers or Potlatch's stockholders will be at or near the estimated value
derived by the Black-Scholes model.
11
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
SHARES AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John M. Richards 18,100 $220,594 143,975 79,675 $291,400 --
L. Pendleton Siegel 8,800 135,850 82,525 28,025 178,000 --
Charles R. Pottenger 9,000 147,875 50,525 15,475 118,750 --
Thomas J. Smrekar -- -- 39,975 13,125 109,750 --
George E. Pfautsch 9,000 155,219 30,150 3,550 55,150 --
</TABLE>
- --------
(1) Based on the closing stock price in The New York Stock Exchange Composite
Transactions of Potlatch common stock at December 31, 1997 of $43.00 per
share.
OTHER EMPLOYEE BENEFIT PLANS
Pension Plan Table. This table shows the estimated annual pension benefits
payable under Potlatch's Salaried Employees' Retirement Plan and Supplemental
Benefit Plan at normal retirement date to a person with the average annual
earnings and years of credited service shown.
<TABLE>
<CAPTION>
AVERAGE YEARS OF CREDITED SERVICE
ANNUAL --------------------------------------------------------------
EARNINGS 15 20 25 30 35
---------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 200,000 $ 42,665 $ 56,887 $ 71,109 $ 85,331 $ 99,553
400,000 87,665 116,887 146,109 175,331 204,553
600,000 132,665 176,887 221,109 265,331 309,553
800,000 177,665 236,887 296,109 355,331 414,553
1,000,000 222,665 296,887 371,109 445,331 519,553
</TABLE>
In calculating final average annual earnings, the Retirement Plan and the
Supplemental Benefit Plan recognize overtime, awards under the Management
Performance Award Plan and other incentive payments (excluding stock option
gain) paid or deferred after 1987. The plans recognize incentives in the year
paid. For participants who must retire at 65, the plans calculate benefits as
if the participant received a standard award under the Management Performance
Award Plan. Benefits under the plans are computed as straight-life annuity
amounts and are not subject to reduction by Social Security or other benefits.
The 1997 compensation of Mr. J.M. Richards and the other named executive
officers recognized by the Retirement Plan and the Supplemental Benefit Plan
and their years of service for calculation of retirement plan benefits are:
<TABLE>
<CAPTION>
NAME COMPENSATION YEARS OF SERVICE
---- ------------ ----------------
<S> <C> <C>
John M. Richards $856,490 33
L. Pendleton Siegel 578,343 19
Charles R. Pottenger 392,257 30
Thomas J. Smrekar 337,575 24
George E. Pfautsch 307,043 35
</TABLE>
Severance Program for Executive Employees. Under the Severance Program for
Executive Employees, participants who are terminated for reasons other than
misconduct, who resign within two years after a material change in
compensation, benefits, assigned duties, responsibilities, privileges or
perquisites, or who resign rather than relocate at Potlatch's request can
receive severance pay of up to 12 months' base salary and benefits for the
same period under Potlatch's medical, dental, basic accidental death and
dismemberment, and life insurance plans.
12
<PAGE>
Participants who are terminated or resign under the circumstances described
above after a "change in control" of Potlatch can receive severance pay of up
to 2 1/2 times their base salary, plus standard bonus, benefits for up to 2
1/2 years under Potlatch's medical, dental, disability, basic accidental death
and dismemberment, and life insurance plans, and the value of their unvested
benefits, if any, in the Salaried Employees' Savings Plan, Retirement Plan and
Supplemental Benefit Plan. We will reduce the benefits that fall under the
excess parachute payment provisions of the Internal Revenue Code if the
reduced payment produces a higher net after-tax benefit for the participant.
In general, a "change in control" occurs when (i) Potlatch is no longer an
independent publicly owned corporation or sells or disposes of all or
substantially all of its assets, (ii) more than one-third of the incumbent
directors were not directors three years earlier, or elected or nominated with
the approval of a majority of the directors then in office who were directors
three years earlier, (iii) a person becomes the beneficial owner of 20% or
more of Potlatch's voting power through a tender offer or (iv) Potlatch
dissolves, liquidates, or does not survive a merger or consolidation. All
principal officers, appointed vice presidents and other designated employees
are eligible to participate in the program.
CERTAIN TRANSACTIONS
From time to time, Potlatch and its subsidiaries engage in transactions with
companies where one of Potlatch's executive officers or directors or a member
of his or her immediate family has a direct or indirect interest. All of these
transactions, including those described below, are in the ordinary course of
business and at competitive rates and prices.
Pillsbury Madison & Sutro LLP, where Ms. Rembe is a partner, provides legal
services to Potlatch.
Potlatch also purchases products from and has from time to time sold
products to Idaho Forest Industries, Inc., where Mr. J.M. Richards has an
equity interest and where Mr. Richards' brother, W. Thomas Richards, is
President and a director. In 1997, Potlatch purchased approximately $4.5
million in products from, and sold approximately $4.4 million in products to,
Idaho Forest Industries, Inc.
In addition, Potlatch employs Todd Smrekar, the son of Thomas J. Smrekar, as
a plant manager. In 1997, Potlatch paid Todd Smrekar $71,237 (including a
$5,420 relocation expense allowance) for his services and made matching
contributions of $2,304 under the Salaried Employees' Savings Plan.
13
<PAGE>
EXECUTIVE COMPENSATION AND PERSONNEL POLICIES COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
COMPENSATION POLICY
Our goal is to attract, retain and reward a highly competent and productive
employee group. To do so, we try to provide a total compensation package that
competes favorably with those offered within the paper and forest products
industry, general industry and the geographic areas in which Potlatch
operates. Our current compensation package includes a mix of base salary,
short-term and long-term incentive opportunities and other employee benefits.
Changes in compensation are based on an individual's performance, Potlatch's
profits and the competitive marketplace. Our intent is that this compensation
be deductible under the Internal Revenue Code's $1 million limitation. We
believe that what we pay under the stock incentive plans and the Management
Performance Award Plan is deductible because a participant must defer any
Management Performance Award Plan payment that causes the participant's
compensation to exceed $1 million.
Our Executive Compensation and Personnel Policies Committee administers
executive compensation programs, policies and practices. As part of its
responsibilities, the Committee periodically reviews our executive pay
structure to make sure that our target and actual cash and incentive
compensation programs are competitive. It does this by examining surveys of
general industry and paper and forest products industry information on base
salaries and short-term and long-term incentives prepared by an independent
compensation consulting firm. These surveys include data from a broad base of
general industry companies and from a base of paper and forest products
companies. This latter base is broader than the S&P Paper & Forest Products
Index. The Committee includes general industry surveys in its review because
it believes that Potlatch competes for executive talent against a wider
spectrum of companies than those in the paper and forest products industry.
The Committee considers the median level of the market as competitive.
Base Salary. The base salary policy provides for compensation at competitive
levels. We draw comparative data from independent, job-specific compensation
surveys that, depending on participation and on the position under review,
cover between 15 and 30 paper and forest products companies, many of which are
in the S&P Paper & Forest Products Index, and over 300 general industry
companies. The Committee considers the median level of the market as
competitive. It awards increases in executive base salary for individual
performance based on the executive's performance plan. These performance plans
contain specific measures, both quantitative and qualitative, related to
higher earnings, increased productivity, improved safety performance, and
compliance with environmental requirements. Increases generally reflect
established merit increase guidelines applicable to all salaried employees.
Management Performance Award Plan. The Management Performance Award Plan
provides the potential for annual incentives that are paid in cash or in a
combination of cash and Potlatch common stock. We designed the plan to create
an incentive for key employees, including the Chief Executive Officer and the
other named officers, who are in a position to contribute to and therefore
influence Potlatch's annual profit performance on an ROE basis. The plan does
not permit awards unless Potlatch's earnings meet specified minimum
requirements. The plan also permits us to limit the amount or change the time
and form of incentive payment if total awards exceed 4% of pre-tax earnings.
Beginning in 1996, the Management Performance Award Plan required at least 20%
of all awards be paid in common stock or common stock units.
Stock Incentive Plans. The purpose of the stock incentive plans is to
further align employees' interests with Potlatch's long-term performance and,
therefore, the long-term interests of the stockholders. We grant options to
employees who are in the position to influence business results. We base
target grants on specific gain objectives by responsibility level as
recommended by Potlatch's independent compensation consulting firm. The goal
is to provide a gain potential at the median level of competitive practice as
measured by a survey of long-term incentive grant practices among major
industrial companies. We consider individual performance against performance
plans and potential in
14
<PAGE>
determining the actual amount of the grant. Since the exercise prices provided
in the options represent the fair market value of the common stock when
granted, the options have no value unless the common stock price appreciates
in the future. The options vest in 50% increments on the first and second
anniversaries of grant. Optionees may exercise their options using either cash
or shares of Potlatch common stock. Before December 1995, grants to executive
officers also provided stock appreciation rights. In September 1997, the
executive officers relinquished all previously granted stock appreciation
rights; the related stock options were not affected.
1997 COMPANY PERFORMANCE
In 1997, Potlatch's basic earnings per share were $1.25 or a return on
common stockholders' equity (or ROE) of 3.8%. This compared to $2.01 per share
after extraordinary expenses and an ROE of 6.2% in 1996. Potlatch's ROE of
3.8% was above the industry's average ROE performance of a negative 0.5% in
1997, as measured by a sample of 17 major paper and forest products
companies.(/1/)
1997 EXECUTIVE COMPENSATION
Potlatch's executive compensation for 1997 consisted of only two elements:
base salary and stock options under the stock incentive plans.
The Committee determined base salaries for Messrs. Siegel, Pottenger,
Smrekar and Pfautsch following the principals set forth above--namely,
competitive levels and each individual's performance against his performance
plan. The Committee also considered each individual's performance against his
performance plan, and each individual's potential, in recommending 1997 stock
option grants. Potlatch did not pay any incentives for 1997 under the
Management Performance Award Plan. This was because Potlatch, despite its
positive performance against the average ROE of the 17 paper and forest
products companies described above, did not meet the Management Performance
Award Plan's minimum earnings requirement.
1997 CHIEF EXECUTIVE COMPENSATION
The compensation of our Chairman and Chief Executive Officer, Mr. J.M.
Richards, similarly consisted of base salary and options under the stock
incentive plans. In determining Mr. Richards' base salary, the Committee
considered chief executive officer pay information for approximately 25 paper
and forest products companies and over 200 general industry companies and the
Company's guidelines for all salaried employees, which resulted in a 3.6%
increase from his previous base salary. We also granted Mr. Richards options
to purchase 60,000 shares of Potlatch common stock. In arriving at this number
of shares, the Committee considered Mr. Richards' performance against his
performance plan and his potential. Like the other named officers, Potlatch
did not pay Mr. Richards an award under the Management Performance Award Plan
for 1997 because Potlatch failed to meet the minimum earnings requirement as
described above.
THE EXECUTIVE COMPENSATION AND
PERSONNEL POLICIES COMMITTEE MEMBERS
F.T. Weyerhaeuser, Chairman
R.M. Morrow
R.F. Richards
R.G. Schwartz
C.R. Weaver
W.T. Weyerhaeuser
- --------
(/1/) The paper and forest products industry base we use for ROE comparison
purposes consists of 17 major paper and forest products companies, a
broader base than the 10 companies that make up the S&P Paper & Forest
Products Index. Using this base has in the past created a more challenging
ROE comparison than the S&P Paper & Forest Products Index since it
includes companies whose ROEs have on average exceeded the ROEs of the
companies included in the 10-company S&P's Paper & Forest Products Index.
15
<PAGE>
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR TOTAL RETURNS*
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Potlatch Corporation $100 $106 $ 87 $ 97 $109 $113
S&P Paper & Forest Products 100 111 117 129 144 155
S&P 500 Composite 100 111 113 156 190 253
</TABLE>
- --------
*Assumes $100 was invested on December 31, 1992.
Total return assumes quarterly reinvestment of dividends.
16
<PAGE>
POTLATCH'S ANNUAL MEETING OF STOCKHOLDERS
COEUR D'ALENE RESORT
115 SOUTH SECOND STREET
COEUR D'ALENE, IDAHO
MAP
[MAP APPEARS HERE]
<PAGE>
[LOGO OF POTLATCH CORPORATION]
POTLATCH CORPORATION
601 W. RIVERSIDE AVE.
SUITE 1100
SPOKANE, WA 99201
TELEPHONE (509) 835-1500
March 26, 1998
Dear Bank, Broker or Nominee:
Under the Restated Certificate of Incorporation of Potlatch Corporation,
stockholders who were the beneficial owners of shares of Common Stock on the
record date for the upcoming meeting of stockholders and who have owned such
shares continuously from and including March 1, 1994 will be entitled to four
(4) votes per share for each such share upon submitting acceptable evidence of
beneficial ownership to the Company. Stockholders who own shares of Common
Stock in "street" or "nominee" name or through a broker, clearing agency,
voting trustee, bank, trust company or other nominee are presumed to be
entitled to exercise one (1) vote per share for each such share. To become
entitled to four (4) votes per share, a stockholder must provide written proof
that there has been no change in the beneficial ownership of his or her shares
from and including March 1, 1994. Such proof must at least consist of a
written certification in the form provided on the proxy.
In certain circumstances, the Company may rely on your representation with
respect to the beneficial owners of shares of Common Stock of Potlatch
Corporation held in your name who are entitled to exercise four (4) votes per
share, provided that such beneficial owners have completed and returned to you
for your records written certifications in the form provided on the proxy card
as to their beneficial ownership and you have forwarded a summary of such
voting information on the summary proxy card on the reverse side of this
letter to Potlatch Corporation or its agent. HOWEVER, THE COMPANY
UNCONDITIONALLY RESERVES THE RIGHT TO REVIEW EACH AND EVERY WRITTEN
CERTIFICATION ON ANY PROXY CARD COMPLETED BY A BENEFICIAL OWNER OF SHARES OF
COMMON STOCK OF POTLATCH CORPORATION TO DETERMINE WHETHER SUCH BENEFICIAL
OWNER IS ENTITLED TO EXERCISE THE CLAIMED FOUR (4) VOTES PER SHARE.
Very truly yours,
/s/ Betty R. Fleshman
Betty R. Fleshman
Secretary
<PAGE>
PROXY PROXY
POTLATCH CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby authorizes JOHN M. RICHARDS, L. PENDLETON SIEGEL and
BETTY R. FLESHMAN, as Proxies with full power in each to act without the other
and with the power of substitution in each, to represent and to vote all the
shares of stock the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Potlatch Corporation to be held on May 21, 1998, or at any
adjournment thereof.
<TABLE>
<CAPTION>
SHARES AS TO WHICH
THERE HAS BEEN NO SHARES AS TO WHICH
CHANGE IN BENEFICIAL THERE HAS BEEN A CHANGE
OWNERSHIP SINCE IN BENEFICIAL OWNERSHIP
MARCH 1, 1994 SINCE MARCH 1, 1994
----------------------- -----------------------
(POST NUMBER OF SHARES (POST NUMBER OF SHARES
NOT NUMBER OF VOTES) NOT NUMBER OF VOTES)
FOR WITHHOLD FOR WITHHOLD
--- -------- --- --------
<S> <C> <C> <C> <C>
1. ELECTION OF SIX DIRECTORS
TO SERVE UNTIL THE 2001
ANNUAL MEETING OF
STOCKHOLDERS:
R. A. Clarke shs. shs. shs. shs.
A. F. Jacobson shs. shs. shs. shs.
G. F. Jewett, Jr. shs. shs. shs. shs.
V. W. Piasecki shs. shs. shs. shs.
R. G. Schwartz shs. shs. shs. shs.
L. P. Siegel shs. shs. shs. shs.
</TABLE>
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
SIX DIRECTORS.
THIS PROXY WILL BE VOTED AS DIRECTED BUT IF NOT OTHERWISE DIRECTED, FOR THE
ELECTION OF THE SIX DIRECTORS.
If the summary voting table above is not completed, it will be deemed for
purposes of this proxy that there has been a change in the beneficial
ownership of all Common Shares covered hereby subsequent to March 1, 1994.
Dated: _________________________, 1998
--------------------------------------
--------------------------------------
--------------------------------------
(Sign name exactly as imprinted
hereon. In signing as attorney,
executor, administrator, trustee or
guardian, give full title as such. If
signer is a corporation, give full
corporate name and sign by duly
authorized officer, showing the
officer's title.)
PLEASE DATE, SIGN AND RETURN
<PAGE>
POTLATCH CORPORATION
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby authorizes JOHN M. RICHARDS, L. PENDLETON SIEGEL and
BETTY R. FLESHMAN, as Proxies with full power in each to act without the other
and with the power of substitution in each, to represent and to vote all the
shares of stock the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Potlatch Corporation to be held on May 21, 1998, or at any
adjournment thereof.
1. ELECTION OF SIX DIRECTORS TO SERVE UNTIL THE 2001 ANNUAL MEETING OF
STOCKHOLDERS:
[_] FOR all nominees listed below
(except as marked to the contrary below)
[_] WITHHOLD AUTHORITY to vote
for all nominees listed below
Richard A. Clarke, Allen F. Jacobson, George F. Jewett, Jr., Vivian W.
Piasecki, Robert A. Schwartz, L. Pendleton Siegel
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
-----------------------------------------------------------------------------
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
SIX DIRECTORS.
(Continued and to be signed on other side)
(Continued from other side)
THIS PROXY WILL BE VOTED AS DIRECTED BUT IF NOT OTHERWISE DIRECTED, FOR THE
ELECTION OF THE SIX DIRECTORS.
By signing below, the undersigned certifies that:
(i) there has been NO change in the beneficial ownership of shares
of Common Stock covered hereby from and including March 1, 1994; and
(ii) there has been a change in the beneficial ownership (such as a
purchase) of shares of Common Stock since that date.
If no certification is made, it will be deemed for purposes of this proxy that
there has been a change in the beneficial ownership of all shares of Common
Stock covered hereby subsequent to March 1, 1994.
Dated: _____________________, 1998
----------------------------------
----------------------------------
(SIGN NAME EXACTLY AS IMPRINTED
PLEASE DATE, SIGN AND RETURN HEREON. FOR JOINT ACCOUNTS, BOTH
OWNERS SHOULD SIGN. IN SIGNING AS
ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR
GUARDIAN, GIVE FULL TITLE AS
SUCH. IF SIGNER IS A CORPORATION,
GIVE FULL CORPORATE NAME AND SIGN
BY DULY AUTHORIZED OFFICER,
SHOWING THE OFFICER'S TITLE.)
<PAGE>
PROXY PROXY
POTLATCH CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 21, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby authorizes JOHN M. RICHARDS, L. PENDLETON SIEGEL and
BETTY R. FLESHMAN as Proxies with full power in each to act without the other
and with the power of substitution in each, to represent and to vote all the
shares of stock the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Potlatch Corporation to be held on May 21, 1998, or at any
adjournment thereof.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
POTLATCH CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE SIX
DIRECTORS.
1. Election of six Directors to serve until the 2001 Annual Meeting of
Stockholders--Nominees: Richard A. Clarke, Allen F. Jacobson, George F.
Jewett, Jr., Vivian W. Piasecki, Robert G. Schwartz, L. Pendleton Siegel.
FOR ALL WITHHOLD ALL FOR ALL
(Except as written below)
[ ] [ ] [ ]
_________________________________________________________________________
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WILL BE VOTED AS DIRECTED
BUT IF NOT OTHERWISE DIRECTED, FOR
THE ELECTION OF THE SIX DIRECTORS.
Dated:____________________, 1998
______________________________________
Signature
______________________________________
Signature
(Sign name exactly as imprinted
hereon. For joint accounts, both
owners should sign. In signing as
attorney, executor, administrator,
trustee or guardian, give full title
as such. If signer is a corporation,
give full corporate name and sign by
duly authorized officer, showing the
officer's title.)
. FOLD AND DETACH HERE .
YOUR VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY
IN THE ENCLOSED ENVELOPE
<PAGE>
Putnam Defined Contribution Plans
P.O. Box 9740
Providence, Rhode Island 02940-9740
[LOGO OF PUTNAM INVESTMENTS]
March 31, 1998
Dear Participant of the Potlatch Savings Plan:
The Board of Directors of Potlatch Corporation is soliciting proxies to be used
at the Annual Meeting of Stockholders to be held on May 21, 1998 and any
adjournment thereof. Enclosed are Potlatch Corporation's Proxy Statement for its
1998 Annual Meeting of Stockholders and a card on which you can indicate your
voting instructions.
The stock in your account under the Savings Plan is held by us as Trustee.
Please see the enclosed Confidential Voting Card for details on how your shares
will be voted. In accordance with the time-phased voting provision of Potlatch
Corporation's Restated Certificate of Incorporation, you are entitled to four
votes for each share in your account on the matters to be voted upon at this
year's Annual Meeting. The matters to be presented at the meeting are described
in detail in the attached Notice of Meeting and Proxy Statement.
Please mark your voting instructions on the enclosed card and date, sign and
return this card in the enclosed envelope. Your vote will be held in confidence.
Very Truly Yours,
Putnam Fiduciary Trust Company
BOSTON . LONDON . TOKYO
<PAGE>
[LOGO OF POTLATCH CORPORATION]
POTLATCH CORPORATION
601 W. Riverside Ave.
Suite 1100
Spokane, WA 99201
IMPORTANT
---------
YOUR PROXY CARD IS
ENCLOSED IN
THIS ENVELOPE
PLEASE VOTE, SIGN AND RETURN PROMPTLY
. Please fold and detach card at perforation before mailing .
POTLATCH CORPORATION
SALARIED EMPLOYEES' SAVINGS PLAN
CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE MARK YOUR VOTING INSTRUCTIONS ON THE REVERSE SIDE OF THIS CARD.
YOUR SHARES WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED,
FOR THE ELECTION OF SIX DIRECTORS. IF YOU DO NOT RETURN THIS CARD,
THE TRUSTEE MUST VOTE YOUR PLAN SHARES IN THE SAME PROPORTION
AS VOTED BY OTHER PLAN PARTICIPANTS.
--------------------------------------
| |
| |
--------------------------------------
(Please sign exactly as name appears to the left)
Dated:_________________________________, 1998
<PAGE>
. Please fold and detach card at perforation before mailing .
Putnam Fiduciary Trust Company, Trustee:
POTLATCH CORPORATION
SALARIED EMPLOYEES' SAVINGS PLAN
CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD DIRECTORS
You are authorized and instructed to vote all stock in my Accounts under
the Potlatch Corporation Salaried Employees' Savings Plan at the Annual Meeting
of Stockholders of Potlatch Corporation to be held on May 21, 1998, or at any
adjournment thereof.
1. ELECTION OF SIX DIRECTORS TO SERVE UNTIL THE 2001 ANNUAL MEETING OF
STOCKHOLDERS:
[_] FOR all nominees listed below
(except as marked to the contrary below)
[_] WITHHOLD AUTHORITY to vote for all nominees listed below
Richard A. Clarke, Allen F. Jacobson, George F. Jewett, Jr.,
Vivian W. Piasecki, Robert G. Schwartz, L. Pendleton Siegel
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
_____________________________________________________________
2. ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE SAID MEETING.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
SIX DIRECTORS.
(Continued and to be signed on other side.)
<PAGE>
[LOGO OF POTLATCH CORPORATION]
POTLATCH CORPORATION
601 W. Riverside Ave.
Suite 1100
Spokane, WA 99201
IMPORTANT
---------
YOUR PROXY CARD IS
ENCLOSED IN
THIS ENVELOPE
PLEASE VOTE, SIGN AND RETURN PROMPTLY
. Please fold and detach card at perforation before mailing .
POTLATCH CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE MARK YOUR VOTING INSTRUCTIONS ON THE REVERSE SIDE OF THIS CARD.
YOUR SHARES WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED,
FOR THE ELECTION OF SIX DIRECTORS. IF YOU DO NOT RETURN THIS CARD,
THE TRUSTEE MUST VOTE YOUR PLAN SHARES IN THE SAME PROPORTION
AS VOTED BY OTHER PLAN PARTICIPANTS.
--------------------------------------
| |
| |
--------------------------------------
(Please sign exactly as name appears to the left)
Dated:_________________________________, 1998
<PAGE>
. Please fold and detach card at perforation before mailing .
Putnam Fiduciary Trust Company, Trustee:
POTLATCH CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD DIRECTORS
You are authorized and instructed to vote all stock in my Accounts under
the Potlatch Corporation Savings Plan for Hourly Employees at the Annual Meeting
of Stockholders of Potlatch Corporation to be held on May 21, 1998, or at any
adjournment thereof.
1. ELECTION OF SIX DIRECTORS TO SERVE UNTIL THE 2001 ANNUAL MEETING OF
STOCKHOLDERS:
[_] FOR all nominees listed below
(except as marked to the contrary below)
[_] WITHHOLD AUTHORITY to vote for all nominees listed below
Richard A. Clarke, Allen F. Jacobson, George F. Jewett, Jr.,
Vivian W. Piasecki, Robert G. Schwartz, L. Pendleton Siegel
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
_____________________________________________________________
2. ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE SAID MEETING.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
SIX DIRECTORS.
(Continued and to be signed on other side.)
