<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
[_] 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)
- --------------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
[_] 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.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF POTLATCH CORPORATION]
Potlatch Corporation
601 West Riverside Ave.,
Suite 1100
Spokane, Washington 99201
Telephone (509) 835-1500
FAX (509) 835-1555
March 29, 2000
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 18, 2000 at the Statehouse
Convention Center, Markham and Main Streets, Little Rock, Arkansas.
You will find 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 18. 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/ L. Pendleton Siegel
L. Pendleton Siegel
Chairman of the Board and
Chief Executive Officer
<PAGE>
[LOGO OF POTLATCH CORPORATION]
POTLATCH CORPORATION
601 West Riverside Avenue, Suite 1100
Spokane, Washington 99201
March 29, 2000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 18, 2000
Potlatch Corporation will hold its Annual Meeting of Stockholders at the
Statehouse Convention Center, Markham and Main Streets, Little Rock, Arkansas,
on Thursday May 18, 2000 at 11:00 a.m.
We are holding this meeting to:
. elect three directors to the Potlatch Board;
. approve the Potlatch Corporation 2000 Stock Incentive Plan;
. ratify the selection of independent auditor;
. if properly presented at the meeting, act on a stockholder proposal as
described in this proxy statement; and
. transact any other business that properly comes before the meeting.
Your Board of Directors has selected March 21, 2000 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 offices of
Williams & Anderson, 111 Center Street, Suite 2200, Little Rock, Arkansas, for
ten days before the meeting.
This Proxy Statement, proxy and Potlatch's 1999 Annual Report to
Stockholders are being distributed on or about March 30, 2000.
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 2003 Annual
Meeting of Stockholders................................................ 3
Directors Continuing in Office Until the 2002 Annual Meeting of
Stockholders........................................................... 3
Directors Continuing in Office Until the 2001 Annual Meeting of
Stockholders........................................................... 4
Committees of the Board of Directors; Meetings.......................... 5
STOCK OWNERSHIP........................................................... 6
Beneficial Ownership of Certain Stockholders, Directors and Executive
Officers............................................................... 6
Section 16(a) Beneficial Ownership Reporting Compliance................. 7
COMPENSATION OF DIRECTORS AND THE NAMED EXECUTIVE OFFICERS................ 8
Compensation of Directors............................................... 8
Compensation of the Named Executive Officers--Summary Compensation
Table.................................................................. 9
Option/SAR Grants in Last Fiscal Year................................... 10
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values...................................................... 11
Other Employee Benefit Plans............................................ 11
Certain Transactions.................................................... 12
EXECUTIVE COMPENSATION AND PERSONNEL POLICIES COMMITTEE REPORT ON
EXECUTIVE COMPENSATION................................................... 13
Compensation Policy..................................................... 13
1999 Company Performance................................................ 14
1999 Executive Compensation............................................. 14
1999 Chief Executive and Former Chief Executive Compensation............ 14
PERFORMANCE GRAPH......................................................... 15
APPROVAL OF THE POTLATCH CORPORATION 2000 STOCK INCENTIVE PLAN............ 16
RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR.......................... 19
STOCKHOLDER PROPOSAL...................................................... 20
</TABLE>
For directions to the meeting, you will find a
map on the back cover of this Proxy Statement
i
<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 2000 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 $8,000 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 Reuben F. Richards, Judith M. Runstad and Frederick T.
Weyerhaeuser to the Board of Directors, the approval of the Potlatch
Corporation 2000 Stock Incentive Plan, the ratification of the selection
of KPMG LLP as independent auditor, and if properly presented, a
stockholder proposal urging declassification of the Board of Directors.
Q: Who can vote?
A: Only those who owned common stock at the close of business on March 21,
2000, 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, 1996, or you 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, 1996. 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 hold 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 and can I revoke my proxy?
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 in
person, 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, FOR the approval of the 2000 Stock Incentive Plan, FOR the
ratification of the selection of independent auditor, and if properly
presented AGAINST a stockholder proposal urging declassification of the
Board of Directors.
1
<PAGE>
Q: What constitutes a quorum?
A: On the record date, Potlatch had 28,667,284 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 either in person or by proxy. 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 and entitled to vote to be elected. Approval of the 2000 Stock
Incentive Plan, ratification of the selection of independent auditor and if
properly presented at the meeting, approval of a stockholder proposal urging
declassification of the Board of Directors also require the affirmative vote
of holders of a majority of the voting power present and entitled to vote.
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: When are stockholder proposals for the 2001 Annual Meeting due?
A: To be considered for inclusion in management's proxy statement for
Potlatch's 2001 Annual Meeting of Stockholders, a stockholder proposal
must be received at Potlatch's offices no later than November 28, 2000.
All stockholder proposals must meet the requirements of Rule 14a-8 of the
Securities Exchange Act of 1934.
Q: What matters may be presented to the stockholders at an Annual Meeting?
A: Potlatch's By-laws specify the matters that may be presented to
stockholders at an Annual Meeting as:
. matters listed in the notice of meeting;
. matters presented by the Board of Directors; and
. matters properly presented by stockholders. See the next question.
Q: If I did not submit a stockholder proposal to Potlatch by the deadline for
inclusion in the proxy statement, how do I present matters to stockholders
at an Annual Meeting?
A: Under Potlatch's By-laws, a stockholder must give written notice to the
Secretary by February 1 of the matter to be presented at that year's
Annual Meeting. To present a matter at the 2000 Annual Meeting, the
stockholder must have given written notice to the Secretary by February 1,
2000.
Q: If any other matter is presented at the Annual Meeting, who has authority
to vote on the matter?
A: We do not expect any matters, other than those included in the proxy
statement, to be presented at the 2000 Annual Meeting. If other matters
are presented, the individuals named as proxies will have discretionary
authority to vote your shares on the matter.
Q: How do I recommend someone to be a nominee for Potlatch director?
A: A stockholder may recommend nominees for director to the Nominating and
Corporate Governance Committee of the Board of Directors 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, and principal occupation or employment of the
nominee. It must also include 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 three individuals to serve as directors until the 2003
Annual Meeting or until the end of the calendar year in which a director
becomes 72. We anticipate that Mr. R.F. Richards will retire at the end of
2001. Upon his retirement, the Board may elect a new director to complete his
term or reduce the number of directors. 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 2003 Annual
Meeting of Stockholders
<TABLE>
<C> <S>
. Reuben F. Richards Age 70, 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.
. Judith M. Runstad Age 55, a director since 1999. Of counsel,
formerly a partner, of Foster Pepper &
Shefelman PLLC (a law firm). Also a director
of Wells Fargo & Co., and SAFECO Corporation.
. Frederick T. Weyerhaeuser* Age 68, a director since 1960. Retired;
Chairman of the Board and Treasurer of
Clearwater Investment Trust (a financial
management company) from April 1987 through
March 1998.
Directors Continuing in Office Until the 2002 Annual Meeting of Stockholders
. Kenneth T. Derr Age 63, a director since 1994. Retired;
Chairman of the Board and Chief Executive
Officer of Chevron Corporation (an
international oil company) from January 1989
through December 1999. Also a director of
AT&T and Citigroup, Inc.
. Toni Rembe Age 63, a director since 1975. A partner of
Pillsbury Madison & Sutro LLP (a law firm)
since 1971. Also a director of SBC
Communications Inc.
. Charles R. Weaver Age 71, 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.
</TABLE>
- --------
* Dr. W.T. Weyerhaeuser and Mr. F.T. Weyerhaeuser are first cousins.
3
<PAGE>
<TABLE>
<C> <S>
. William T. Weyerhaeuser* Age 56, a director since 1990. A Clinical
Psychologist in Tacoma, Washington since 1975
and owner and Chairman of the Board of YCOM
Networks. Also a director of Clearwater
Management Company, Inc., and Columbia
Banking System, Inc.
Directors Continuing in Office Until the 2001 Annual Meeting of Stockholders
. Richard A. Clarke Age 69, a director since 1985. Retired;
Chairman of the Board of Pacific Gas and
Electric Company (a public utility) from May
1986 through June 1995 and its Chief
Executive Officer from May 1986 through June
1994. Also a director of CNF Transportation
Inc., PG&E Corporation and Pacific Gas and
Electric Company.
. Vivian W. Piasecki Age 69, a director since 1992. Member of the
Board of Overseers for the University of
Pennsylvania School of Nursing and Penn
Nursing Network (a health service and
educational institution).
. Robert G. Schwartz Age 71, 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., Lowe's
Companies, Inc., and Metropolitan Life
Insurance Company.
. L. Pendleton Siegel Age 57, a director since 1997. Our Chairman
of the Board and Chief Executive Officer
since May 1999. Our President and Chief
Operating Officer from May 1994 to May 1999.
</TABLE>
- --------
* Dr. W.T. Weyerhaeuser and Mr. F.T. Weyerhaeuser are first cousins.
4
<PAGE>
Committees of the Board of Directors; Meetings
We have four standing committees.
The Audit Committee
. Reviews with the independent auditor the auditor's annual report and
scope of the next audit.
. Nominates the independent auditor to the Board of Directors.
. Reviews any consulting services provided by the independent auditor and
evaluates the effect this may have on the auditor's 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 Richard A. Clarke, Kenneth T. Derr, and Vivian W. Piasecki.
The Audit Committee met twice in 1999.
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 Reuben F. Richards, Robert G. Schwartz, Charles R. Weaver,
Frederick T. Weyerhaeuser and William T. Weyerhaeuser. The Executive
Compensation and Personnel Policies Committee met four times in 1999.
The Nominating and Corporate Governance Committee
. Recommends the size of the Board of Directors.
. Recommends nominees for election as directors and for service on
committees of the Board.
. Reviews compensation and retirement policies for directors, and
recommends changes.
. Reviews and makes recommendations on our corporate governance guidelines
and other governance issues.
The members are Richard A. Clarke, Toni Rembe, Judith M. Runstad, Robert G.
Schwartz and Frederick T. Weyerhaeuser. The Nominating and Corporate
Governance Committee met four times in 1999.
The Finance Committee
. Reviews and makes recommendations on financings and other financial
matters.
The members are Toni Rembe, Reuben F. Richards, L. Pendleton Siegel and
William T. Weyerhaeuser. The Finance Committee met twice in 1999.
5
<PAGE>
STOCK OWNERSHIP
Beneficial Ownership of Certain Stockholders, Directors and Executive Officers
This table shows the number of shares beneficially owned as of January 1,
2000 by: (1) the owner of more than 5% of the common stock; and (2) each
director, each executive officer named in the Summary Compensation Table on
page 9 and all directors and executive officers as a group. The numbers of
shares reported are based on data provided to us by the beneficial owners of
the shares. Except as noted, each owner has sole voting and investment power
over the shares shown in this table.
<TABLE>
<CAPTION>
Amount and Nature of
Common Stock Beneficially Owned
----------------------------------------- Common
Number of Shares Right to Percent of Stock
Beneficially Owned Acquire (1) Class Units (2)
------------------ ----------- ---------- ---------
<S> <C> <C> <C> <C>
Stockholders
Capital Research and
Management
Company (3)............. 2,636,800 (3) -- 9.1% --
333 South Hope Street
Los Angeles, CA 90071
Directors and Other Named
Executive Officers
Richard A. Clarke........ 4,278 (4) 2,500 * 5,228
Kenneth T. Derr.......... 500 2,500 * 3,286
Vivian W. Piasecki....... 115,866 (5) 2,500 * 8,782
Toni Rembe............... 3,532 2,500 * 10,037
Reuben F. Richards....... 1,200 2,500 * 8,849
Judith M. Runstad........ 315 -- * --
Robert G. Schwartz....... 5,000 2,500 * 14,474
L. Pendleton Siegel...... 22,659 127,550 * 4,704
Charles R. Weaver........ 1,000 2,500 * 5,228
Frederick T.
Weyerhaeuser............ 1,380,897 (6) 2,500 4.8% 5,228
William T. Weyerhaeuser.. 918,028 (7) 2,500 3.2% 14,768
John M. Richards......... 33,144 (8) 223,650 * --
Richard L. Paulson....... 3,287 35,200 * 2,690
Charles R. Pottenger..... 10,654 69,900 * --
Thomas J. Smrekar........ 18,821 61,100 * --
Sandra T. Powell......... 10,515 24,850 * --
Richard K. Kelly......... 3,039 22,500 * --
Directors and executive
officers as a group
(20 persons including
those named above).... 2,305,414 (9) 605,400 9.9% 83,671
</TABLE>
* Less than 1%.
(1) Shares the officers and directors could acquire by exercising stock
options within 60 days of January 1, 2000.
(2) Common stock units as of March 3, 2000. These 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. Paulson, 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.
(3) According to a Schedule 13G dated February 11, 2000.
(notes continued on next page)
6
<PAGE>
(4) Includes 4,278 shares held jointly by Mr. Clarke and his spouse as to
which Mr. Clarke shares voting and investment power.
(5) 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.
(6) Includes a total of 1,346,980 shares held by trusts where Mr. F.T.
Weyerhaeuser is a trustee and shares voting and investment power for
1,158,464 shares and 267 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's
revocable trust. Mr. F.T. Weyerhaeuser disclaims beneficial ownership of
all these shares.
(7) Includes a total of 878,528 shares held by trusts where Dr. W.T.
Weyerhaeuser is a trustee and shares voting and investment power for
773,509 shares. Also includes 267 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.
(8) 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.
(9) Includes the shares stated in the table for each director and named
executive officer without duplication of 232,811 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 any
person 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, except
Controller Terry L. Carter and Group Vice President Charles R. Pottenger,
filed the required reports on time in 1999. Mr. Carter failed to file a timely
Form 4 for April 1999 reporting the exercise of a tandem stock appreciation
right for 800 shares of Potlatch common stock. This transaction was reported
as a late Form 4 filing in November 1999. Mr. Pottenger failed to file a Form
4 for April 1999 reporting the sale of 419 shares of Potlatch common stock.
This transaction was reported as a late Form 4 filing in December 1999.
7
<PAGE>
COMPENSATION OF DIRECTORS AND THE NAMED EXECUTIVE OFFICERS
This section describes the compensation for services to Potlatch in 1999,
paid or payable to, or deferred for the accounts of, the directors, the Chief
Executive Officer, the retired Chief Executive Officer, each of the four other
most highly compensated executive officers who were serving at the end of
1999, and for one individual who served as an executive officer during a
portion of 1999.
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 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 1999, Potlatch paid to directors, or deferred on their behalf, a
total of $482,826 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 eight times in 1999. Each director except Kenneth
T. Derr 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
5,000 shares of common stock in December of his or her first year as a
director. Each December after that, Potlatch grants each outside director an
additional nonqualified stock option to purchase 2,500 shares of common stock.
In December 1999, Potlatch granted each outside director, except Judith M.
Runstad, a nonqualified stock option to purchase 2,500 shares of common stock
at an exercise price of $41.375 per share. Ms. Runstad, a new Director in
1999, received a nonqualified option to purchase 5,000 shares of common stock
at an exercise price of $41.375. These options will vest in two equal
installments on the first and second anniversaries of the grant date. These
options will expire ten years after the grant date unless earlier terminated
or exercised.
8
<PAGE>
Compensation of the Named Executive Officers--Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
------------
Annual Compensation Securities All
--------------------- Underlying Other
Name and Principal Position Year Salary Bonus (1) Options/SARs Compensation (2)
--------------------------- ---- --------- ----------------------- ----------------
<S> <C> <C> <C> <C> <C>
L. Pendleton Siegel...... 1999 $487,795 $ 182,900 60,000 $ 27,443
Chairman of the Board 1998 403,400 165,600 34,000 49,883
and Chief Executive 1997 389,705 -- 17,500 23,541
Officer
John M. Richards (3)..... 1999 $289,280 $ 114,700 -- $146,402
Retired Chairman of the 1998 561,675 276,700 -- 23,590
Board And Chief 1997 541,970 -- 60,000 129,916
Executive Officer
Richard L. Paulson....... 1999 $313,960 $ 99,700 34,000 $ 96,236
President and Chief 1998 211,500 63,800 16,000 8,883
Operating Officer 1997 199,500 -- 5,200 10,660
Charles R. Pottenger..... 1999 $313,800 $ 77,500 16,000 $ 16,838
Group Vice President, 1998 303,175 87,100 16,000 12,733
Pulp and Paper 1997 292,920 -- 9,650 16,078
Thomas J. Smrekar........ 1999 $273,050 $ 67,500 -- (4) $344,549
Group Vice President 1998 264,400 76,000 16,000 11,105
1997 252,700 -- 8,200 13,839
Sandra T. Powell......... 1999 $219,950 $ 60,400 -- (5) $ 11,745
Senior Vice President, 1998 193,000 59,700 13,000 14,165
Finance and Chief 1997 164,900 -- 3,500 34,763
Financial Officer
Richard K. Kelly......... 1999 $206,290 $ 53,900 13,000 $ 10,462
Group Vice President, 1998 173,750 42,800 5,800 7,298
Wood Products 1997 166,700 -- 3,450 9,085
</TABLE>
(1) Paid 80% in cash and 20% in common stock (or common stock units). When an
executive officer defers bonus compensation, 20% (or more if the
executive elects) is deferred in the form of common stock units. No
bonuses 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. Siegel's 1998 amount includes
$32,940 as relocation costs. Mr. Richards' 1999 amount includes $117,688
for unused vacation pay paid upon his retirement and his 1997 amount
includes $95,196 for unused vacation payable under California law. Mr.
Paulson's 1999 amount includes $80,370, as relocation costs. Mr.
Smrekar's 1999 amount includes $42,212 for unused vacation and $274,380
as a severance payment. Ms. Powell's 1998 amount includes $5,815 for
unused vacation and $26,300 in 1997 as relocation costs.
(3) Mr. J.M. Richards' 1999 salary was paid through June 1999, the effective
date of his retirement as an employee. He was not granted any options in
1998 or 1999 because he retired in 1999.
(4) Mr. Smrekar was not granted any options in 1999 because he retired in
1999.
(5) Ms. Powell was not granted any options in 1999 as she will retire in
2000.
9
<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>
L. Pendleton Siegel..... 60,000 12% $41.375 12/2/2009 $574,800
John M. Richards (3).... -- -- -- -- --
Richard L. Paulson...... 34,000 7% 41.375 12/2/2009 325,720
Charles R. Pottenger.... 16,000 3% 41.375 12/2/2009 153,280
Thomas J. Smrekar (3)... -- -- -- -- --
Sandra T. Powell (4).... -- -- -- -- --
Richard K. Kelly........ 13,000 2% 41.375 12/2/2009 124,540
</TABLE>
(1) These options were granted on December 2, 1999, and become exercisable
for 50% of the shares on December 2, 2000 and for the remaining 50% on
December 2, 2001. If a "change in control" of Potlatch occurs after June
2, 2000, all non-vested options become exercisable in full and would
include stock appreciation rights on all vested options.
(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:
<TABLE>
<S> <C> <C>
Stock price at date of grant = $41.375
Option exercise price = $41.375
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 = 4.21 %
Calculated Black-Scholes Value = $9.58 per option
</TABLE>
If the Black-Scholes option pricing model were applied to all outstanding
Potlatch shares as of December 2, 1999, the grant date, the assumed
increased present value for all stockholders would be about $278 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.
(3) Mr. J.M. Richards and Mr. Smrekar were not granted any options because
they retired in 1999.
(4) Ms. Powell was not granted any options because she will retire in 2000.
10
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Shares At Fiscal Year-End At Fiscal Year-End (1)
Acquired Value ------------------------- -------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
L.
Pendleton
Siegel.... -- -- 127,550 77,000 $368,388 $311,875
John M.
Richards.. -- -- 223,650 -- 419,213 --
Richard L.
Paulson... -- -- 35,200 42,000 102,650 165,500
Charles R.
Pottenger.. 4,100 22,388 69,900 24,000 183,063 107,000
Thomas J.
Smrekar... -- -- 61,100 -- 201,419 --
Sandra T.
Powell.... -- -- 24,850 6,500 101,600 44,688
Richard K.
Kelly..... -- -- 22,500 15,900 60,400 62,188
</TABLE>
(1) Based on the closing stock price in The New York Stock Exchange Composite
Transactions Report for Potlatch's common stock at December 31, 1999 of
$44.625 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
Annual
Earnings Years of Credited Service
---------- -----------------------------------------------------------------------
20 25 30 35 40
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 200,000 $ 56,490 $ 70,613 $ 84,735 $ 98,858 $108,858
400,000 116,490 145,613 174,735 203,858 223,858
600,000 176,490 220,613 264,735 308,858 338,858
800,000 236,490 295,613 354,735 413,858 453,858
1,000,000 296,490 370,613 444,735 518,858 568,858
</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 1999 compensation of Mr. Siegel, 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>
L. Pendleton Siegel............................. $689,495 21
John M. Richards................................ 626,285 35
Richard L. Paulson.............................. 387,985 39
Charles R. Pottenger............................ 419,911 32
Thomas J. Smrekar............................... 365,590 26
Sandra T. Powell................................ 286,100 32
Richard K. Kelly................................ 258,415 24
</TABLE>
11
<PAGE>
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.
Participants who are terminated or resign under the circumstances described
above after a "change in control" of Potlatch can receive severance pay of 2
1/2 to 3 times base salary, plus standard bonus depending on the participants
present position. The participant can also receive benefits for 2 1/2 to 3
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 offset any Federal excise and related
income taxes payable on all payments received by a participant. All principal
officers, vice presidents and other designated employees are eligible to
participate in the program.
Certain Transactions
From time to time, Potlatch engages 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
Chairman of the Board. Through June 30, 1999, the effective date of Mr. J.M.
Richards' retirement as an employee, Potlatch purchased approximately $1.7
million in products from, and sold approximately $0.8 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 1999, Potlatch paid Todd Smrekar $85,480 for his services
and made matching contributions of $3,223 under the Salaried Employees'
Savings Plan.
12
<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. Section 162(m) of the Internal
Revenue Code generally disallows a tax deduction to public companies for
annual compensation in excess of $1 million paid to the Company's Chief
Executive Officer and the other named executive officers. We believe that what
we pay under the Management Performance Award Plan is deductible because a
participant must defer any 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 adjusted for company
size 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 adjusted
for company size 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 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's
administrative rules do 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.
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. The goal is
to provide a grant opportunity 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
13
<PAGE>
performance plans and potential in 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 the grant. Optionees may
exercise their options using either cash or shares of Potlatch common stock.
1999 Company Performance
In 1999, Potlatch's basic earnings per share were $1.41 for a return on
common stockholders' equity (or ROE) of 4.4%. Potlatch's ROE of 4.4% was below
the industry's average ROE performance of 10.8% in 1999, as measured by a
sample of 16 major forest products companies.*
1999 Executive Compensation
Potlatch's executive compensation for 1999 consisted of three elements: base
salary, a cash and common stock bonus payment under the Management Performance
Award Plan and stock options under the stock incentive plans.
The Committee determined base salaries for Messrs. Siegel, J.M. Richards,
Paulson, Pottenger, Smrekar, Kelly and Ms. Powell following the principles set
forth above--namely, competitive levels and each individual's performance
against his performance plan. In determining bonus payments for these
individuals for 1999 under the Management Performance Award Plan, the
Committee considered Potlatch's ROE performance against the forest products
companies* as well as each individual's performance against his or her
performance plan. The Committee also considered each individual's performance
against his or her performance plan, and each individual's potential, in
recommending 1999 stock option grants.
1999 Chief Executive and Former Chief Executive Compensation
The compensation of our Chairman and Chief Executive Officer, Mr. Siegel,
similarly consisted of base salary and a cash and common stock bonus payment
under the Management Performance Award Plan. In determining Mr. Siegel's new
base salary as Chairman and Chief Executive Officer, 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 29% increase from
his previous base salary as President and Chief Operating Officer. In
determining Mr. Siegel's bonus for 1999 under the Management Performance Award
Plan, the Committee considered Potlatch's ROE performance against the forest
products companies* as well as his performance against his performance plan.
Mr. J.M. Richards retired as Chairman of the Board and Chief Executive
Officer upon the adjournment of the Annual Meeting of Stockholders in May 1999
and retired as an employee on June 30, 1999. His 1999 compensation also
consisted of base salary and a cash and common stock bonus payment under the
Management Performance Award Plan. Mr. J. M. Richards received a 2.3% salary
increase during 1999.
The Executive Compensation and
Personnel Policies Committee Members
F.T. Weyerhaeuser, Chair
R.F. Richards
R.G. Schwartz
C.R. Weaver
W.T. Weyerhaeuser
- --------
* The paper and forest products industry base we use for ROE comparison
purposes consists of 16 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 S&P Paper & Forest Products Index.
14
<PAGE>
[GRAPHIC OF PERFORMANCE GRAPH]
_______________
* Assumes $100 was invested on December 31, 1994. Total return assumes quarterly
reinvestment of dividends.
- --------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
Potlatch Corporation $100 $112 $125 $130 $116 $147
S& P Paper and Forest Products 100 112 125 136 140 198
S&P 500 Composite 100 137 167 223 228 350
- --------------------------------------------------------------------------------
15
<PAGE>
APPROVAL OF THE POTLATCH CORPORATION
2000 STOCK INCENTIVE PLAN
(Proposal Two on the Proxy Card)
We recommend a vote FOR this proposal.
On December 2, 1999, we unanimously approved the Potlatch Corporation 2000
Stock Incentive Plan subject to stockholder approval at the 2000 Annual
Meeting. We believe that stock options and other stock-based awards are
desirable for several reasons.
. They are an effective incentive for participating employees and
directors to use their judgement, initiative and efforts to ensure the
successful conduct of Potlatch's business.
. They further align the interests of participating employees and
directors with those of Potlatch's stockholders by providing an
opportunity to increase stock ownership of employees and directors.
. They encourage participating employees and directors to remain in the
service of Potlatch.
On December 2, 1999, substantially all shares available for the grant of
options under Potlatch's existing 1995 Stock Incentive Plan were granted.
Stockholder approval of the 2000 Stock Incentive Plan will enable Potlatch to
continue its stock incentive program. The following is a summary of the
principal features of the 2000 Stock Incentive Plan. A complete copy of the
2000 Plan is available without charge from Betty R. Fleshman, Secretary,
Potlatch Corporation, 601 W. Riverside Ave, Suite 1100, Spokane, WA 99201.
Description of the 2000 Stock Incentive Plan
The Executive Compensation and Personnel Policies Committee of the Board of
Directors administers the 2000 Stock Incentive Plan. This committee determines
who receives an award under the plan and the size of the award. Officers and
other key employees of Potlatch and its subsidiaries are eligible to receive
awards. In addition, directors who are not employees of Potlatch are eligible
for nondiscretionary, nonqualified stock option awards. Approximately 175
employees and 10 outside directors are eligible to participate in the 2000
Plan. A total of 1,400,000 shares of Potlatch common stock may be issued to
participants under the 2000 Plan. We anticipate awarding these shares over the
next three years.
The 2000 Plan provides for the grant of awards to employees in the form of
nonqualified stock options or incentive stock options, restricted stock, or
other types of incentive or performance stock-based awards.
The Executive Compensation and Personnel Policies Committee determines the
terms of restricted stock and other stock-based awards. At this time, the
committee expects that stock option awards under the 2000 Plan will be made
solely in the form of nonqualified stock options. However, future awards under
the 2000 Plan may be in any form authorized by the plan. This includes issuing
shares as all or part of an award under the Management Performance Award Plan
or to pay directors' fees.
The option exercise price must be at least 100% of the fair market value of
Potlatch's common stock on the date of grant. Options granted under the 2000
Plan will not be assignable except by will or the laws of descent and
distribution. The Executive Compensation and Personnel Policies Committee
determines when employees' options are exercisable. Each employee's option
normally terminates three months after employment is terminated. In cases of
misconduct, the option terminates when employment terminates. If the reason
for the termination is disability, death, or retirement under the Salaried
Employees Retirement Plan, each option remains in effect for the full term of
the option.
16
<PAGE>
Only options that are vested on the date of termination are exercisable after
termination. An option can never be exercised more than ten years after the
date of grant. The option exercise price may be paid in cash; by the surrender
of shares of Potlatch's common stock, owned by the individual exercising the
option, which are equal in value to the option exercise price; or in any
combination of cash and shares equal to the option exercise price.
Options granted under the 2000 Plan which have been outstanding for six
months or longer become permanently vested and exercisable upon a change of
control event. In general, a change of control will occur:
. upon a merger, reorganization or consolidation of Potlatch;
. if a majority of the directors are not nominated by the current Board;
. if any person or entity acquires 20% or more of the outstanding common
stock or voting power of Potlatch;
. if all or substantially all of Potlatch's assets are sold or if Potlatch
is liquidated or dissolved.
Any option described in the previous paragraph automatically includes a
limited stock appreciation right callable only after a change of control
event. If a stock appreciation right is called after a change of control
event, the optionee will be entitled to receive on exercise an amount equal to
the difference between the exercise price for the shares and the fair market
value of the shares. The Executive Compensation and Personnel Policies
Committee may determine whether the stock appreciation amount will be paid in
cash, shares of Potlatch common stock or a combination of cash and shares. In
the event of a merger or asset sale, the stock appreciation amount will be
paid only in cash.
The 2000 Plan limits the aggregate number of shares that may be awarded to
any one participant in any single year to 100,000 shares.
Under the 2000 Plan, each new outside director receives a nonqualified stock
option grant for 5,000 shares on the date of the Board of Directors' first
December meeting following the election of the director. Each December
thereafter, each outside director receives a nonqualified stock option for
2,500 shares.
Each outside director's nonqualified stock option vests in 50% increments on
the first and second anniversaries of the grant if the person remains an
outside director on the anniversary dates. Each outside director's option
terminates three months after termination of service as a director. If the
termination of service as a director is for cause, as defined in Potlatch's
Restated Certificate of Incorporation, the option terminates when service
terminates. If the reason for the termination of service is retirement after
five years of service as an outside director, or death, each option remains in
effect for the full term of the option. Only options that are vested on the
date of termination of service are exercisable after termination. An option
can never be exercised more than ten years after the date of grant.
In the event of reorganizations, stock splits, combination of shares, stock
dividends, or other recapitalization of Potlatch stock, the 2000 Plan provides
for an appropriate adjustment of the:
. number of shares available for issuance under the plan;
. maximum annual limit on individual grants;
. number of options automatically granted to outside directors;
. number of shares subject to outstanding options; and
. exercise price of outstanding options.
17
<PAGE>
Shares subject to awards that expire or terminate under the 2000 Plan may
again become available for grant.
The 2000 Plan will terminate on December 2, 2009. We may amend, suspend, or
discontinue the 2000 Plan at any time. However, stockholder approval is
required to:
. increase the number of shares available for issuance under the plan;
. change the designation of the class of employees eligible to receive
awards;
. reduce the exercise price at which an incentive stock option may be
granted;
. change the plan administrator;
. make any member of the committee that administers the plan eligible to
receive an award under the plan, other than nondiscretionary awards to
outside directors.
Tax Effects
The Executive Compensation and Personnel Policies Committee expects to award
only nonqualified stock options under the 2000 Plan. The tax effects of
nonqualified stock option and incentive stock option awards are discussed
below. The tax consequences of other awards under the 2000 Plan would depend
on the form and terms of the awards.
The optionee does not realize any taxable income when a nonqualified stock
option is granted. When a nonqualified stock option is exercised, the optionee
must recognize ordinary income on the difference between the option exercise
price and the fair market value on the date of exercise. When the stock
acquired through the exercise is sold, any gain or loss based on the fair
market value of the stock on the date acquired will be taxed as short-term or
long-term capital gain or loss, depending on the length of time the optionee
has held the stock.
The optionee does not realize any taxable income upon either the grant or
the exercise of an incentive stock option. If the optionee disposes of the
stock acquired upon the exercise of the option within two years from the date
of grant or within one year from the date of exercise, the difference between
the option exercise price and the fair market value on the date of exercise,
limited to the gain recognized on the sale, will be taxed at ordinary income
tax rates. Any gain in excess of such amount will be long-term or short-term
capital gain, depending on the length of time the stock was held by the
optionee. If the optionee sells the stock acquired upon exercise of the option
more than one year after the date of exercise and more than two years after
the date of grant, the difference between the option exercise price and sales
price will be taxed as a long-term capital gain or loss.
The spread between the incentive stock option exercise price and the fair
market value of the stock on the date of exercise will be classified as an
item of tax preference.
Potlatch has no tax deduction with respect to the grant of a nonqualified
stock option or the sale of stock acquired as a result of the option exercise.
Potlatch does have a deduction equal to the ordinary income that the optionee
is required to recognize upon exercise of a nonqualified stock option.
Potlatch has no tax deduction for the grant or exercise of incentive stock
options or the sale of stock acquired as a result of the option exercise.
Potlatch does, however, have a tax deduction when an employee recognizes
ordinary income upon a disqualifying disposition of stock acquired as a result
of the exercise of an incentive stock option.
18
<PAGE>
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITOR
(Proposal Three on the Proxy Card)
We recommend a vote FOR this proposal.
We selected KPMG LLP as the independent auditor for Potlatch for 2000 and
recommend that the stockholders ratify the selection. If the stockholders do
not ratify KPMG LLP, we will consider the selection of another independent
auditor.
KPMG LLP and its predecessors, independent certified public accountants,
have been the auditor for Potlatch for 48 years.
Representatives of KPMG LLP will be present at the Annual Meeting and
available to answer questions. They will also have an opportunity to make a
statement.
19
<PAGE>
STOCKHOLDER PROPOSAL
(Proposal Four on the Proxy Card)
We recommend a vote AGAINST this proposal.
We have been notified that John Osborn, 2421 W. Mission, Spokane, WA 99201,
who is the owner of 80 shares of common stock, intends to present the
following proposal at the Annual Meeting:
"RESOLVED: That Potlatch stockholders urge the Board of Directors take
the necessary steps, in compliance with state law, to declassify the Board
for the purpose of director elections. The board declassification shall be
completed in a manner that does not affect the unexpired terms of directors
previously elected.
Stockholder's Supporting Statement
"Our company's board is divided into three classes of directors serving
staggered three-year terms. This means an individual director faces
election only once every three years, and shareholders only vote on roughly
a third of the board each year. Some companies contend a declassified board
insures continuity. We think continuity is insured through director re-
elections.
"We believe that annual elections can pave the way for improved board
sensitivity to important shareholder issues. For example, our company
naturally faces a number of important environmental issues.
"Currently, our company is embroiled in a national controversy: the
recovery of wild salmon in the Pacific Northwest. A decision to partially
remove four federal dams on the lower Snake River in order to restore
salmon runs is expected soon. Our company actively opposes removing these
dams.
"Our company's operations near Lewiston, Idaho, currently discharge daily
over 40 million gallons of up to 92 degree water, containing dioxin and
other toxics into the slackwater pool behind one of the dams being
considered for removal. As our operations are currently configured, the
dam's reservoir is needed to provide sufficient volume of river water to
dilute our pollution. Our current pollution-disposal plan is being
challenged, and if successful, could effectively halt current mill
operations and harm our company.
"Our company's position on the dams is seen as contributing to salmon
extinction in rivers once traveled by Lewis and Clark on the eve of America
celebrating the explorers' bicentennial.
"Generally, shareholders have grown hostile to classified boards. In
1998, Walt Disney Company agreed to change the by-laws after the resolution
passes with 65% of the vote. At Fleming and Eastman Kodak more than 70% of
shareholders voted to declassify the board. In 1997, a majority of shares
voted for board declassification at Bausch & Lomb, Bristol-Meyers Squibb,
Eastman Kodak and Ogden.
"Our board's relation to Weyerhaeuser may challenge some independent
shareholders who might consider Weyerhaeuser a rival. Again, such
shareholder skepticism might be answered, in part, through annual election.
"A declassified board allows the company to respond quickly to changes by
giving the board the ability to appoint more qualified candidates each
year. A declassified board can help give our company the flexibility it
needs as it moves into the next century.
"Our board would benefit from more ambitious governance reforms; as a
beginning, however, let us modestly urge our board to run annually for
reelection, instead of once every three years.
"We urge you to vote YES for this proposal."
20
<PAGE>
Board of Directors' Statement Opposing Stockholder Proposal
We believe that the election of directors by classes for three-year
staggered terms encourages a long-term versus a short-term focus and helps to
assure continuity and stability of the Board and corporate policies. When
directors are elected by classes, a change in the composition of a majority of
the Board normally requires two annual stockholder meetings, rather than one.
A classified Board serves to ensure that a majority of the directors will have
experience with and in-depth knowledge of Potlatch's business. Board
classification is further intended to give Potlatch valuable protection
against an unsolicited takeover unfavorable to stockholders. It does this by
giving incumbent directors the time and leverage necessary to negotiate a more
favorable and fair result or to consider appropriate alternative strategies.
Approval of Proposal Four does not require declassification of the Board.
Under Delaware law, a proposed amendment of the Restated Certificate of
Incorporation must be first approved by the Board of Directors and then
approved by at least 80% of the shares outstanding.
21
<PAGE>
POTLATCH'S ANNUAL MEETING OF STOCKHOLDERS
STATEHOUSE CONVENTION CENTER
CORNER OF MARKHAM ST. & MAIN ST.
LITTLE ROCK, ARKANSAS
[Map showing directions to Potlatch's Annual Meeting of Stockholders]
DRIVING INSTRUCTIONS: From Interstate 30, take Exit 141-A (Markham Street
exit) from either direction. Follow Convention Center signs to Markham Street.
Turn left on Markham and the Statehouse Convention Center is immediately on
the right (adjoins Excelsior Hotel). Parking decks are located immediately
across from the Center and on Second and Main Streets.
[LOGO OF POTLATCH]
<PAGE>
POTLATCH CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ]
[ ]
The Board of Directors unanimously recommends a vote FOR Proposals 1,2, and 3,
and AGAINST Proposal 4.
FOR ALL (Except
1. Election of three Directors to serve until FOR WITHHOLD as written
the 2003 Annual Meeting of Stockholders- ALL ALL below)
Nominees: 01-Reuben F. Richards, 02-Judith M.
Runstad, 03-Fredrick T. Weyerhaeuser [ ] [ ] [ ]
2. Approval of the Potlatch Corporation 2000 FOR AGAINST ABSTAIN
Stock Incentive Plan
[ ] [ ] [ ]
3. Ratification of the selection of KPMG LLP FOR AGAINST ABSTAIN
as independent auditor.
[ ] [ ] [ ]
4. Stockholder Proposal urging declassification FOR AGAINST ABSTAIN
of the Board of Directors.
[ ] [ ] [ ]
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Dated , 2000
-------------------------
- ------------------------------
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 that officer's title.)
THIS PROXY WILL BE VOTED AS DIRECTED BUT IF NOT OTHERWISE DIRECTED, FOR
PROPOSALS 1, 2 AND 3, AND AGAINST PROPOSAL 4.
.FOLD AND DETACH HERE.
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY
IN THE ENCLOSED ENVELOPE.
<PAGE>
PROXY PROXY
POTLATCH CORPORATION
Proxy for Annual Meeting of Stockholders to be Held May 18, 2000
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby authorizes L. PENDLETON SIEGEL, RICHARD L. PAULSON and
MALCOLM A. RYERSE 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 18, 2000, or at any
adjournment thereof.
IMPORTANT--This proxy must be signed and dated on the reverse side.
- --------------------------------------------------------------------------------
4975--Potlatch Corporation
<PAGE>
POTLATCH CORPORATION
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby authorizes L. PENDLETON SIEGEL, RICHARD L. PAULSON and
MALCOLM A. RYERSE, 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 18, 2000, or at any
adjournment thereof.
1. ELECTION OF THREE DIRECTORS TO SERVE UNTIL THE 2003 ANNUAL MEETING OF
STOCKHOLDERS:
[_] FOR all nominees listed below vote [_] WITHHOLD AUTHORITY to
(except as marked to the contrary below) for all nominees listed
below
Reuben F. Richards, Judith M. Runstad, Frederick T. Weyerhaeuser
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
-----------------------------------------------------------------------------
2.APPROVAL OF THE POTLATCH CORPORATION 2000 STOCK INCENTIVE PLAN
[_] FOR [_] AGAINST [_] ABSTAIN
3.RATIFICATION OF THE SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS
[_] FOR [_] AGAINST [_] ABSTAIN
4. STOCKHOLDER PROPOSAL URGING DECLASSIFICATION OF THE BOARD OF DIRECTORS.
[_] FOR [_] AGAINST [_] ABSTAIN
5. 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 Proposals 1,2, and
3, and AGAINST Proposal 4.
(Continued and to be signed on other side)
<PAGE>
(Continued from other side)
This proxy will be voted as directed but if not otherwise directed, FOR
Proposals 1, 2, and 3 and AGAINST Proposal 4.
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, 1996; 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, 1996.
Dated: _____________________, 2000
----------------------------------
----------------------------------
(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>
[LOGO OF POTLATCH CORPORATION]
Potlatch Corporation
601 W. Riverside Ave.
Suite 1100
Spokane, WA 99201
Telephone (509) 835-1500
March 29, 2000
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, 1996 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, 1996. 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 L. PENDLETON SIEGEL, RICHARD L. PAULSON
and MALCOLM A. RYERSE, 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 18, 2000, 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, 1996 since March 1, 1996
----------------------- -----------------------
(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 THREE
DIRECTORS TO SERVE UNTIL
THE 2003 ANNUAL MEETING
OF STOCKHOLDERS:
Reuben F. Richards shs. shs. shs. shs.
Judith M. Runstad shs. shs. shs. shs.
Frederick T. Weyerhaeuser shs. shs. shs. shs.
shs. shs. shs. shs.
</TABLE>
<TABLE>
<CAPTION>
For Against Abstain For Against Abstain
--- ------- ------- --- ------- -------
<S> <C> <C> <C> <C> <C> <C>
2. APPROVAL OF THE
POTLATCH CORPORATION
2000 STOCK INCENTIVE
PLAN shs. shs. shs. shs. shs. shs.
3. RATIFICATION OF THE
SELECTION OF KPMG
LLP AS INDEPENDENT
AUDITOR. shs. shs. shs. shs. shs. shs.
4. STOCKHOLDER PROPOSAL
URGING
DECLASSIFICATION OF
THE BOARD OF
DIRECTORS. shs. shs. shs. shs. shs. shs.
</TABLE>
Post only record position. Do not tabulate votes.
5. 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 Proposals 1, 2, and
3, and AGAINST Proposal 4.
This proxy will be voted as directed but if not otherwise directed, FOR
Proposals 1, 2, and 3, and AGAINST Proposal 4.
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, 1996.
Dated: __________________________,2000
--------------------------------------
--------------------------------------
--------------------------------------
(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>
P.O Box 9747
Providence, Rhode Island 02940-9747
[LETTERHEAD OF PUTNAM INVESTMENTS]
March 29, 2000
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 18, 2000 and any
adjournment thereof. Enclosed is Potlatch Corporation's Proxy Statement for its
2000 Annual Meeting of the 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
<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 OF 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 18, 2000, or at any
adjournment thereof.
1. ELECTION OF THREE DIRECTORS TO SERVE UNTIL THE 2003 ANNUAL MEETING OF
STOCKHOLDERS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to for all nominees listed below
the contrary below)
Reuben F. Richards, Judith M. Runstad, Frederick T. Weyerhaeuser
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
-------------------------------------------------------------
2. APPROVAL OF THE POTLATCH CORPORATION 2000 STOCK INCENTIVE PLAN.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. RATIFICATION OF THE SELECTION OF KPMG LLP AS INDEPENDENT AUDITOR.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. STOCKHOLDER PROPOSAL URGING DECLASSIFICATION OF THE BOARD OF DIRECTORS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE SAID MEETING.
The Board of Directors unanimously recommends a vote
FOR Items 1-3 and AGAINST Item 4.
<PAGE>
------------
[LOGO OF POTLATCH CORPORATION] |FIRST CLASS |
|U.S. POSTAGE|
Potlatch Corporation | PAID |
601 W. Riverside Ave. | PROXY |
Suite 1100 | TABULATOR |
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 below 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 SHARE WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE
DIRECTED, FOR THE ELECTION OF THREE DIRECTORS, FOR PROPOSALS 2
AND 3 AND AGAINST PROPOSAL 4.
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:___________________, 2000
<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 OF 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 18, 2000, or at any
adjournment thereof.
1. ELECTION OF THREE DIRECTORS TO SERVE UNTIL THE 2003 ANNUAL MEETING OF
STOCKHOLDERS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to for all nominees listed below
the contrary below)
Reuben F. Richards, Judith M. Runstad, Frederick T. Weyerhaeuser
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
-------------------------------------------------------------
2. APPROVAL OF THE POTLATCH CORPORATION 2000 STOCK INCENTIVE PLAN.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. RATIFICATION OF THE SELECTION OF KPMG LLP AS INDEPENDENT AUDITOR.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. STOCKHOLDER PROPOSAL URGING DECLASSIFICATION OF THE BOARD OF DIRECTORS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE SAID MEETING.
The Board of Directors unanimously recommends a vote
FOR Items 1-3 and AGAINST Item 4.
<PAGE>
------------
[LOGO OF POTLATCH CORPORATION] |FIRST CLASS |
|U.S. POSTAGE|
Potlatch Corporation | PAID |
601 W. Riverside Ave. | PROXY |
Suite 1100 | TABULATOR |
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 below 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 SHARE WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE
DIRECTED, FOR THE ELECTION OF THREE DIRECTORS, FOR PROPOSALS 2
AND 3 AND AGAINST PROPOSAL 4.
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:___________________, 2000
