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 99201
Suite 1100 (Zip Code)
Spokane, WA
(Address of Principal Executive Offices)
Potlatch Corporation Savings Plan For Hourly Employees
(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)
1
<PAGE>
<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 1,500,000
per share shares $33.875 $50,812,500 $13,414.50
------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also covers any additional shares of Common
Stock that are issued under the Registrant's Savings Plan For Hourly Employees
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 25,
2000.
In addition, pursuant to Rule 416 (c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Savings Plan for Hourly Employees.
-----------------
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
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement on Form S-8 relating to the Potlatch Corporation Savings
Plan for Hourly Employees is effective.
The Form S-8 Registration Statement, filed with the Securities and Exchange
Commission on December 2, 1996 (File No. 333-17145), is hereby incorporated by
reference.
Item 3. Incorporation of Documents by Reference.
2
<PAGE>
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;
(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); and
(4) The Annual Report on Form 11-K of the Potlatch Corporation Savings
Plan for Hourly Employees for the fiscal year ended December 31, 1999.
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 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 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 7. Exhibits.
EXHIBITS
Exhibit
Number Exhibit
5.1 Opinion of Ralph M. Davisson, Vice President and General Counsel of the
Registrant, regarding the legality of the securities being registered.
3
<PAGE>
5.2 Internal Revenue Service determination letter regarding qualification
of the plan under section 401 of the Internal Revenue Code.
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.
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
4
<PAGE>
/s/Kenneth T. Derr* Director August 1, 2000
Kenneth T. Derr
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
Robert 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
5
<PAGE>
THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Spokane, State of Washington, on August 1, 2000.
POTLATCH CORPORATION
SAVINGS PLAN FOR HOURLY
EMPLOYEES
By: POTLATCH CORPORATION
By: /s/ L. Pendleton Siegel
Name: L. Pendleton Siegel
Title: Chairman of the Board and
Chief Executive Officer
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.
5.2 Internal Revenue Service determination
letter regarding qualification of the plan
under section 401 of the Internal Revenue
Code.
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
1,500,000 shares of the Company's common stock, par value $1.00 per share (the
"Common Stock"), issuable pursuant to the Potlatch Corporation Savings Plan For
Hourly Employees (the "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 5.2
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
915 SECOND AVENUE, MS 510
SEATTLE, WA 98174
Employer Identification Number:
82-0156045
Date: Jan. 20, 1997 File Folder Number:
680007374
Person to Contact:
DEBRA WITSOE
Contact Telephone Number:
(206) 220-6080
Plan Name:
POTLATCH CORPORATION
SAVINGS PLAN FOR HOURLY
EMPLOYEES
Plan Number: 042
Dear Applicant:
We have made a favorable determination on your plan, identified above, based
on the information supplied. Please keep this letter in your permanent records.
Continued qualification of the plan under its present form will depend on its
effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.)
We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated July 19, 1`996. The proposed amendments should
be adopted on or before the date prescribed by the regulations under Code
section 401(b).
This determination letter is applicable for the amendment(s) adopted on
December 21, 1994.
9
<PAGE>
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This letter may not be relied upon with respect to whether the plan satisfies
the qualification requirements as amended by the Uruguay Round Agreements Act,
Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
If you have questions concerning this matter, please contact the person whose
name and telephone number are shown above.
Sincerely yours,
/s/Steven A. Jensen
District Director
Enclosure(s):
Publication 794
Addendum
POTLATCH CORPORATION
This plan also satisfies the requirements of Code section 401(k).
This determination letter applies to the Potlatch Corporation Savings Plan
for Hourly Employees of the Wood Products Group.
10
<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 and to the use of our report
dated April 28, 2000 included in the Annual Report on Form 11-K of the Potlatch
Corporation Savings Plan for Hourly Employees for the year ended December 31,
1999, incorporated herein by reference.
KPMG LLP
Portland, Oregon
August 1, 2000
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 Hourly Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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.
Terry L. Carter
Controller
12
<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 Hourly Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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.
Richard A. Clarke
Director
13
<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 Hourly Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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.
Kenneth T. Derr
Director
14
<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 Hourly Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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.
Judith M. Runstad
Director
15
<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 Hourly Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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.
Vivian W. Piasecki
Director
16
<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 Hourly Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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.
Toni Rembe
Director
17
<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 Hourly Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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.
Reuben F. Richards
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 Hourly Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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.
Robert G. Schwartz
Director
19
<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 Hourly Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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.
Charles R. Weaver
Director
20
<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 Hourly Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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.
Frederick T. Weyerhaeuser
Director
21
<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 Hourly Employees' Savings Plan and to file the Registration
Statement, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and 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.
William T. Weyerhaeuser
Director
22
