As filed with the Securities and Exchange Commission on August 2, 2000.
Registration No. ________
------------------------------------------------------------------------------
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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
601 West Riverside Avenue
Suite 1100 99201
Spokane, WA (Zip Code)
(Address of Principal Executive Offices)
Potlatch Corporation 2000 Stock Incentive Plan
(Full title of the plan)
Ralph M. Davisson, Esq. Copy to:
Vice President and General Counsel Blair W. White, Esq.
601 West Riverside Avenue, Suite 1100 Pillsbury Madison & Sutro LLP
Spokane, WA 99201 P.O. Box 7880
(509) 835-1500 San Francisco, CA 94120
(415) 983-1000
(Name, address and telephone number,
including area code, of agent for service)
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<TABLE>
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------
<CAPTION>
Title of Amount Proposed maximum Proposed maximum
securities to be to be offering price Aggregate Amount of
registered registered(1) per share(2) offering price(2) registration fee
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00 1,400,000
per share shares $33.875 $47,425,000 $12,520.20
---------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also covers any additional shares of Common
Stock that are issued under the Registrant's 2000 Stock Incentive Plan by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in an
increase in the number of Registrant's outstanding shares of Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1), based upon the average of the high and low sales
prices of the Company's Common Stock on the New York Stock Exchange on
July 28, 2000.
-----------------
The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Registrant with the Commission
are hereby incorporated by reference in this Registration Statement:
(1) Registrant's Annual Report on Form 10-K (File No. 1-5313) for the fiscal
year ended December 31, 1999;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 31, 1999; and
(3) The description of the 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).
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated
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by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Ralph M. Davisson, Esq. will pass on the legality of the securities offered
hereby for the Registrant. Mr. Davisson is Vice President and General Counsel
of the Registrant and at June 30, 2000 beneficially owned 47,680 shares of the
Registrant's Common Stock, including 37,450 shares that may be acquired within
60 days upon exercise of stock options.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended. Article Seventh of the Registrant's
Restated Certificate of Incorporation provides for indemnification to the
fullest extent permitted by the Delaware General Corporation Law. The
Registrant also maintains insurance policies which insure its officers and
directors against certain liabilities. The Registrant has also entered into
agreements with its directors and certain of its officers that will require the
Registrant, among other things, to indemnify them against certain liabilities
that may arise by reason of their status or service as directors or officers to
the fullest extent not prohibited by law.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
EXHIBITS
Exhibit
Number Exhibit
5.1 Opinion of Ralph M. Davisson, Vice President and General Counsel of
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the Registrant, regarding the legality of the securities being
registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Ralph M. Davisson (included in Exhibit 5.1).
24.1 Powers of attorney pursuant to which certain officers and directors
of the Registrant signed this Registration Statement.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into the Registration Statement; and (2) that for the
purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
B. The undersigned Registrant hereby undertakes, that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference into the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with
4
<PAGE>
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Spokane, State of Washington, on August 1, 2000.
POTLATCH CORPORATION
By /s/ L. Pendleton Siegel
--------------------------------------
L. Pendleton Siegel
Chairman of the Board and Chief
Executive Officer
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.
Signature Title Date
/s/L. Pendleton Siegel Chairman of the Board and August 1, 2000
L. Pendleton Siegel Chief Executive Officer
(Principal Executive Officer)
/s/Gerald L. Zuehlke Vice President Finance and August 1, 2000
Gerald L. Zuehlke Chief Financial Officer
(Principal Financial Officer)
/s/Terry L. Carter*
Terry L. Carter Controller (Principal August 1, 2000
Accounting Officer)
/s/Richard A. Clarke* Director August 1, 2000
Richard A. Clarke
/s/Kenneth T. Derr* Director August 1, 2000
Kenneth T. Derr
5
<PAGE>
Boh A. Dickey Director August 1, 2000
/s/Judith M. Runstad* Director August 1, 2000
Judith M. Runstad
/s/Vivian W. Piasecki* Director August 1, 2000
Vivian W. Piasecki
/s/Toni Rembe* Director August 1, 2000
Toni Rembe
/s/Reuben F. Richards* Director August 1, 2000
Reuben F. Richards
/s/Robert G. Schwartz* Director August 1, 2000
Richard G. Schwartz
/s/Charles R. Weaver* Director August 1, 2000
Charles R. Weaver
/s/Frederick T. Weyerhaeuser* Director August 1, 2000
Frederick T. Weyerhaeuser
/s/William T. Weyerhaeuser* Director August 1, 2000
William T. Weyerhaeuser
* By /s/ Ralph M. Davisson
Ralph M. Davisson
Attorney-in-Fact
6
<PAGE>
INDEX TO EXHIBITS
Exhibit Number
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 KPMG LLP.
23.2 Consent of Ralph M. Davisson, Vice
President and General Counsel of the
Registrant (included in Exhibit 5.1).
24.1 Powers of Attorney pursuant to which
certain officers and directors of the
Registrant signed this Registration
Statement.
7
<PAGE>
EXHIBIT 5.1
[Letterhead of Potlatch Corporation]
August 1, 2000
Potlatch Corporation
601 West Riverside Avenue
Suite 1100
Spokane, WA 99201
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
1,400,000 shares of the Company's common stock, par value $1.00 per share (the
"Common Stock"), issuable pursuant to the Potlatch Corporation 2000 Stock
Incentive 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
Vice President and
General Counsel
8
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Potlatch Corporation:
We consent to the use of our report dated January 26, 2000, included in
Potlatch Corporation's Annual Report on Form 10-K for the year ended
December 31, 1999, incorporated herein by reference.
KPMG LLP
Portland, Oregon
August 1, 2000
9
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Ralph M. Davisson,
Hubert D. Travaille and Michael W. DeGenring, and each of them, 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, including post-effective amendments, relating to the Potlatch
Corporation 2000 Stock Incentive Plan and to file the Registration Statement,
with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder, and do
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, and ratify and confirm all that said attorneys-in-
fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of
December 2, 1999.
/s/Terry L. Carter
Terry L. Carter
Controller
10
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Ralph M. Davisson,
Hubert D. Travaille and Michael W. DeGenring, and each of them, 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, including post-effective amendments, relating to the Potlatch
Corporation 2000 Stock Incentive Plan and to file the Registration Statement,
with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder, and do
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, and ratify and confirm all that said attorneys-in-
fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of
December 2, 1999.
/s/Richard A. Clarke
Richard A. Clarke
Director
11
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Ralph M. Davisson,
Hubert D. Travaille and Michael W. DeGenring, and each of them, 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, including post-effective amendments, relating to the Potlatch
Corporation 2000 Stock Incentive Plan and to file the Registration Statement,
with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder, and do
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, and ratify and confirm all that said attorneys-in-
fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of
December 2, 1999.
/s/Kenneth T. Derr
Kenneth T. Derr
Director
12
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Ralph M. Davisson,
Hubert D. Travaille and Michael W. DeGenring, and each of them, 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, including post-effective amendments, relating to the Potlatch
Corporation 2000 Stock Incentive Plan and to file the Registration Statement,
with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder, and do
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, and ratify and confirm all that said attorneys-in-
fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of
December 2, 1999.
/s/Judith M. Runstad
Judith M. Runstad
Director
13
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Ralph M. Davisson,
Hubert D. Travaille and Michael W. DeGenring, and each of them, 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, including post-effective amendments, relating to the Potlatch
Corporation 2000 Stock Incentive Plan and to file the Registration Statement,
with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder, and do
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, and ratify and confirm all that said attorneys-in-
fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of
December 2, 1999.
/s/Vivian W. Piasecki
Vivian W. Piasecki
Director
14
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Ralph M. Davisson,
Hubert D. Travaille and Michael W. DeGenring, and each of them, 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, including post-effective amendments, relating to the Potlatch
Corporation 2000 Stock Incentive Plan and to file the Registration Statement,
with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder, and do
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, and ratify and confirm all that said attorneys-in-
fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of
December 2, 1999.
/s/Toni Rembe
Toni Rembe
Director
15
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Ralph M. Davisson,
Hubert D. Travaille and Michael W. DeGenring, and each of them, 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, including post-effective amendments, relating to the Potlatch
Corporation 2000 Stock Incentive Plan and to file the Registration Statement,
with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder, and do
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, and ratify and confirm all that said attorneys-in-
fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of
December 2, 1999.
/s/Reuben F. Richards
Reuben F. Richards
Director
16
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Ralph M. Davisson,
Hubert D. Travaille and Michael W. DeGenring, and each of them, 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, including post-effective amendments, relating to the Potlatch
Corporation 2000 Stock Incentive Plan and to file the Registration Statement,
with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder, and do
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, and ratify and confirm all that said attorneys-in-
fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of
December 2, 1999.
/s/Robert G. Schwartz
Robert G. Schwartz
Director
17
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Ralph M. Davisson,
Hubert D. Travaille and Michael W. DeGenring, and each of them, 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, including post-effective amendments, relating to the Potlatch
Corporation 2000 Stock Incentive Plan and to file the Registration Statement,
with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder, and do
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, and ratify and confirm all that said attorneys-in-
fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of
December 2, 1999.
/s/Charles R. Weaver
Charles R. Weaver
Director
18
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Ralph M. Davisson,
Hubert D. Travaille and Michael W. DeGenring, and each of them, 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, including post-effective amendments, relating to the Potlatch
Corporation 2000 Stock Incentive Plan and to file the Registration Statement,
with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder, and do
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, and ratify and confirm all that said attorneys-in-
fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of
December 2, 1999.
/s/Frederick T. Weyerhaeuser
Frederick T. Weyerhaeuser
Director
19
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, do hereby make, constitute and appoint Ralph M. Davisson,
Hubert D. Travaille and Michael W. DeGenring, and each of them, 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, including post-effective amendments, relating to the Potlatch
Corporation 2000 Stock Incentive Plan and to file the Registration Statement,
with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder, and do
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, and ratify and confirm all that said attorneys-in-
fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue of this Power of Attorney.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of
December 2, 1999.
/s/William T. Weyerhaeuser
William T. Weyerhaeuser
Director
20
