<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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
BOISE CASCADE OFFICE PRODUCTS 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)(1)
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:
------------------------------------------------------------------------
<PAGE>
[LOGO]
BOISE CASCADE
OFFICE PRODUCTS
CORPORATION
--------------------------------------
ANNUAL MEETING
OF SHAREHOLDERS
ITASCA, ILLINOIS
APRIL 21, 1998
- --------------------------------------
NOTICE AND PROXY
STATEMENT
<PAGE>
NOTICE OF ANNUAL MEETING
<TABLE>
<S> <C> <C>
800 West Bryn Mawr Avenue George J. Harad [LOGO]
Itasca, Illinois 60143-1594 Chairman of the Board BOISE CASCADE
OFFICE PRODUCTS CORPORATION
</TABLE>
March 10, 1998
Dear Shareholder:
You are cordially invited to attend Boise Cascade Office Products
Corporation's annual meeting of shareholders. The meeting will be held at our
headquarters, 800 West Bryn Mawr Avenue, Itasca, Illinois, at 10 a.m., Central
daylight time, on Tuesday, April 21, 1998. Your board of directors and
management look forward to seeing you. If you are unable to attend, I urge you
to return the enclosed proxy card as soon as possible.
At this year's meeting, shareholders will have the opportunity to vote on
the following matters:
1. Election of three directors to serve three-year terms.
2. A resolution to ratify the board of directors' appointment of Arthur
Andersen LLP as independent auditors for the company for 1998.
3. Any other business that may properly come before the meeting.
If you were a shareholder of record on February 26, 1998, you will be
entitled to vote on the above matters.
During the meeting, management will review the company's performance during
the past year and comment on the outlook for the company. You will have an
opportunity to ask questions about the company and its operations. Management
representatives will also be on hand to speak with you about our business.
Regardless of the number of shares you own, your vote is important. Please
sign and return the proxy card in the enclosed envelope at your earliest
convenience.
Sincerely yours,
[LOGO]
George J. Harad
<PAGE>
PROXY STATEMENT
We are mailing this statement to you on or about March 10, 1998, as a
shareholder of Boise Cascade Office Products Corporation, 800 West Bryn Mawr
Avenue, Itasca, Illinois 60143-1594, to solicit proxies for our 1998 annual
shareholders meeting.
If you sign and return the enclosed proxy, you may revoke it any time before
it is exercised by:
(a) delivering a later proxy to the independent tabulator, Corporate
Election Services, Inc.;
(b) giving us written notice of revocation before or at the annual meeting;
or
(c) voting at the annual meeting.
The tabulator will collect, tabulate, and retain all proxy cards and will
forward any comments written on the proxy cards to management.
BUSINESS AT THE MEETING
1. ELECTION OF DIRECTORS
Seven directors, divided into three classes, presently serve on our board of
directors. Four of these seven directors will continue to serve according to
their previous elections. Three directors are nominees for reelection, each to
hold office until the annual meeting of shareholders in 2001.
VOTING FOR DIRECTORS
If you sign and return your proxy, we will vote it in favor of the nominees
(unless you instruct us otherwise). If any nominee becomes unavailable for
election for any reason, we will vote the proxies for a substitute nominated by
the board of directors or the board may reduce the number of directors to be
elected. Unless the board reduces the number of directors to be elected, the
three nominees who receive the greatest number of votes at the annual meeting
will be elected as directors. Abstentions and broker nonvotes will not be
counted as votes cast either for or against the directors.
NOMINEES FOR DIRECTORS WHOSE TERMS EXPIRE IN 2001
<TABLE>
<S> <C>
JOHN B. CARLEY, 64, was elected to the board of
[PHOTO] directors in 1995. He is a director, chairman of the
Executive Committee of the board of directors, and
former president and chief operating officer of
Albertson's, Inc., a retail food and drug company. Mr.
Carley is also a director of Idaho Power Company.
GEORGE J. HARAD, 53, was elected to the board of
[PHOTO] directors in 1995 and became chairman of the board that
same year. He is chairman of the board and chief
executive officer of Boise Cascade Corporation and has
been an executive officer of Boise Cascade Corporation
since 1982. Mr. Harad is also a director of Allendale
Insurance Co. and US West, Inc.
</TABLE>
1
<PAGE>
<TABLE>
<S> <C>
CHRISTOPHER C. MILLIKEN, 52, was elected a member of
[PHOTO] the board and president of the company in February 1998
after serving as senior vice president, operations,
since 1995. He has also served as an executive officer
of Boise Cascade Corporation since 1995. Mr. Milliken
will become chief executive officer of BCOP upon Mr.
Danis' retirement in April 1998.
</TABLE>
DIRECTORS WHOSE TERMS EXPIRE IN 2000
<TABLE>
<S> <C>
JAMES G. CONNELLY III, 52, was elected to the board of
[PHOTO] directors in 1995. He is a director, president, and
chief operating officer of USFreightways Corporation, a
diversified transportation and logistics company. Mr.
Connelly is the former president and chief operating
officer of Caremark International Inc., a wholly owned
subsidiary of MedPartners, Inc., and a national
provider of health care management and services.
PETER G. DANIS JR., 66, was elected to the board of
[PHOTO] directors in 1995. He is the chief executive officer
and former president of the company. Mr. Danis has
served as executive vice president of Boise Cascade
Corporation since 1993 and has been an executive
officer of Boise Cascade Corporation since 1977. He is
also a director and the interim nonexecutive chairman
of Payless Cashways, Inc. Mr. Danis is retiring from
BCOP in April 1998 but will continue to serve on its
board of directors.
</TABLE>
DIRECTORS WHOSE TERMS EXPIRE IN 1999
<TABLE>
<S> <C>
THEODORE CRUMLEY, 52, was elected to the board of
[PHOTO] directors in 1995. He is currently senior vice
president and chief financial officer of Boise Cascade
Corporation and has been an executive officer of Boise
Cascade Corporation since 1990. Mr. Crumley is also a
director of Hecla Mining Company.
A. WILLIAM REYNOLDS, 64, was elected to the board of
[PHOTO] directors in 1995. He is the chief executive of Old
Mill Group, a private investment firm. Mr. Reynolds is
the former chairman of the board and chief executive
officer of GenCorp Inc., a diversified manufacturing
and service company. He is also a director of Boise
Cascade Corporation and Eaton Corporation and former
chairman of the Federal Reserve Bank of Cleveland.
</TABLE>
INFORMATION REGARDING MAJORITY SHAREHOLDER
As of December 31, 1997, Boise Cascade Corporation ("BCC"), a Delaware
corporation, headquartered in Boise, Idaho, beneficially owned an aggregate of
53,398,724 shares, or approximately 81.4%, of our outstanding common stock, with
sole voting and investment power over all of the shares. Because of their
relationship with BCC, Messrs. Crumley, Harad, and Reynolds may be deemed by the
Securities and Exchange Commission to beneficially own the shares of our common
stock owned by BCC. Each of these three people disclaims any beneficial
ownership of those shares.
2
<PAGE>
BOARD MEETINGS AND ATTENDANCE OF DIRECTORS
During 1997, our board of directors met seven times. All directors attended
at least 75% of the total meetings of the board and the committees on which they
served.
THE BOARD OF DIRECTORS AND COMMITTEE MEMBERSHIP
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
COMPENSATION COMMITTEE OF INDEPENDENT
DIRECTOR AUDIT COMMITTEE COMMITTEE DIRECTORS
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
John B. Carley..................... X X X*
James G. Connelly III.............. X* X X
Theodore Crumley...................
Peter G. Danis Jr..................
George J. Harad....................
Christopher C. Milliken............
A. William Reynolds................ X*
- ------------------------------------------------------------------------------------------------------------
</TABLE>
* Committee chairperson
COMMITTEES OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE
This committee is composed of two members, neither of whom is an officer,
employee, or former officer of Boise Cascade Office Products or a director or
officer of any corporation which holds more than 10% of the voting shares in the
company's capital. The committee meets periodically with management, our
Internal Audit staff, and representatives of our independent auditors to assure
that appropriate audits of our affairs are being conducted. Additionally, the
committee reviews the scope of internal and external audit activities and the
results of the annual audit. The committee also recommends a public accounting
firm to serve as independent auditors each year. Both the independent auditors
and the internal auditors can communicate directly with the committee to discuss
the results of their examinations, the adequacy of internal accounting controls,
and the integrity of financial reporting. During 1997, the committee met twice.
COMPENSATION COMMITTEE
Three members serve on this committee. Each member must meet the following
qualifications:
(a) he is not an employee of Boise Cascade Office Products;
(b) he is not an executive officer of any company which has on its own board
of directors an executive officer of Boise Cascade Office Products; and
(c) he is not an officer, former officer, or employee of any corporation
which holds more than 10% of the voting shares in Boise Cascade Office
Products' capital.
The committee establishes all executive officer compensation and administers
stock option and variable compensation programs which apply to officers and
directors. During 1997, this committee met four times.
COMMITTEE OF INDEPENDENT DIRECTORS
This committee is composed of two members, neither of whom is an officer,
employee, or former officer of Boise Cascade Office Products or a director or
officer of any corporation which holds more than 10% of the voting shares in the
company's capital. The committee reviews and approves the terms of all material
agreements and transactions between us and any corporation which holds more than
10% of the voting shares in the company's capital. The committee also reviews
and evaluates any significant related party transactions between us and any
officer, director, or principal shareholder. During 1997, this committee met
once.
3
<PAGE>
DIRECTORS' COMPENSATION
Our directors, except those who are also company or BCC officers, receive
compensation in cash and stock options and may participate in a deferred
compensation plan, as explained below.
MONETARY COMPENSATION
Directors who are not officers of either the company or BCC receive an
annual retainer of $16,000 plus a fee of $1,000 for each board meeting they
attend and for each committee meeting held on a day other than the board meeting
date. Our directors receive no additional compensation for attending committee
meetings held on the same day as a board meeting. We reimburse directors for
travel and other expenses that they incur to attend board or committee meetings.
DIRECTOR STOCK OPTION PLAN
Under the shareholder-approved Director Stock Option Plan, each director who
is not an employee of either the company or BCC is granted a stock option on
July 31. Directors elected between August 1 and December 31 receive a grant when
they are elected. The options are exercisable one year after the grant date, and
they expire the earlier of (a) three years after the director's retirement,
resignation, death, or termination as a director or (b) ten years after the
grant date.
In 1997, each nonemployee director was granted an option to purchase 5,000
shares of our common stock at a price equal to the stock's closing market price
on the grant date.
DEFERRED COMPENSATION PROGRAM
Our directors' deferred compensation program allows each nonemployee
director to defer all or a portion of his cash compensation.
Under this program, nonemployee directors may defer from a minimum of $5,000
to a maximum of 100% of their cash compensation in a calendar year. Interest is
imputed on deferred compensation at a rate equal to 130% of Moody's Composite
Average of Yields on Corporate Bonds. A minimum death benefit of 1.5 times a
participant's total deferral amount between February 14, 1995, and December 31,
1995, is also provided. The benefits under this program are not funded and are
payable from our general assets. Participants in the program are unsecured
general creditors of the company with respect to these benefits.
As of December 31, 1997, all three eligible directors were participating in
the deferred compensation program.
OTHER
During 1995, the company entered into a number of transactions with BCC
which are described under "Related Party Transactions." None of the transactions
constitutes compensation for Messrs. Crumley, Harad, or Reynolds.
2. RATIFICATION OF APPOINTMENT OF AUDITORS
Subject to your approval, the board of directors has appointed the public
accounting firm of Arthur Andersen LLP as our independent auditors for 1998.
Representatives of the firm will be available at the annual meeting to answer
your questions. The firm does not presently plan to make a statement at the
meeting, although we will give them the opportunity to do so.
If you sign and return your proxy, we will vote it in favor of ratifying the
appointment of Arthur Andersen LLP as auditors for 1998 (unless you instruct
otherwise).
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" RATIFICATION
OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS AUDITORS FOR 1998.
4
<PAGE>
3. OTHER BUSINESS
Our management knows of no other matters to be voted on at the meeting. If,
however, other matters are presented for a vote at the meeting, the proxy
holders (the individuals designated on the proxy card) will vote your properly
executed proxy according to their judgment on those matters.
At the meeting, management will report on our business, and you will have an
opportunity to ask questions.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The directors, nominees for director, and executive officers furnished the
following information to us regarding the shares of our common stock which they
beneficially owned on December 31, 1997.
OWNERSHIP OF COMPANY STOCK
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP CLASS
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DIRECTORS(1)
John B. Carley.................................................................... 37,000 *
James G. Connelly III............................................................. 16,000 *
Theodore Crumley.................................................................. 1,000 *
Peter G. Danis Jr................................................................. 324,800(2) *
George J. Harad................................................................... 2,000 *
Christopher C. Milliken........................................................... 101,985(2) *
A. William Reynolds............................................................... 33,000 *
OTHER NAMED EXECUTIVES
Richard L. Black.................................................................. 95,294(2) *
Carol B. Moerdyk.................................................................. 107,400(2) *
Lawrence E. Beeson................................................................ 66,777(2) *
All directors, nominees for director, and executive officers as a group(1)(2)..... 1,020,749 1.52%
* Less than 1% of class
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Beneficial ownership for the directors includes all shares held of record or
in street name, plus options granted but unexercised under the Director
Stock Option Plan ("DSOP"), described under "Election of
Directors--Directors' Compensation." The number of shares subject to options
under the DSOP included in the beneficial ownership table is as follows:
Messrs. Carley, 13,000 shares; Connelly, 13,000 shares; Reynolds, 13,000
shares; and directors as a group, 39,000 shares.
(2) The beneficial ownership for these executive officers includes all shares
held of record or in street name, plus options granted but unexercised under
the Key Executive Stock Option Plan ("KESOP"), described under "Compensation
Tables-- Stock Options," and interests in shares of common stock held in the
Boise Cascade Office Products Common Stock Fund by the trustee of the
Savings and Supplemental Retirement Plan ("SSRP"), a defined contribution
plan qualified under Section 401(a) of the Internal Revenue Code. The
following table indicates the nature of each executive's stock ownership.
<TABLE>
<CAPTION>
Common Unexercised SSRP
Shares Option (Common
Owned Shares Stock)
----------- ------------ -----------
<S> <C> <C> <C>
Peter G. Danis Jr........................................................ 22,000 302,800 0
Christopher C. Milliken.................................................. 8,400 88,400 5,185
Richard L. Black......................................................... 1,494 93,800 0
Carol B. Moerdyk......................................................... 5,000 102,400 0
Lawrence E. Beeson....................................................... 1,250 64,900 627
All executive officers as a group........................................ 44,630 874,450 12,669
</TABLE>
5
<PAGE>
On December 31, 1997, the following directors, nominees for director, and
executive officers beneficially owned the following number of shares of BCC's
common and preferred stock.
OWNERSHIP OF BOISE CASCADE CORPORATION STOCK
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
TOTAL
COMMON SSRP SHARES ESOP
SHARES UNEXERCISED (COMMON COMMON (PREFERRED
NAME OF BENEFICIAL OWNER OWNED OPTION SHARES STOCK) STOCK(1) STOCK)(2)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DIRECTORS
Theodore Crumley................................... 1,180 111,500 8,038 120,718 507
Peter G. Danis Jr.................................. 1,740 56,600 3,962 62,302 432
George J. Harad.................................... 3,050 490,400 7,808 501,258 721
Christopher C. Milliken............................ 0 1,300 0 1,300 842
A. William Reynolds................................ 10,000 11,987 0 21,987 0
OTHER NAMED EXECUTIVES
Richard L. Black................................... 0 13,200 0 13,200 0
Carol B. Moerdyk................................... 0 44,575 42 44,617 247
All directors, nominees for director, and executive
officers as a group.............................. 17,985 873,962 21,856 913,803 9,203
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The individual beneficial ownership represents less than 1% of the
outstanding shares. All of the company's executive officers, directors, or
nominees for director (as a group) beneficially own 1.52% of BCC's common
stock.
(2) The company's executive officers, directors, or nominees for director
(individually or as a group) do not own more than 1% of any series of BCC's
preferred stock.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers, and any person who owns more than 10% of a registered
class of our equity securities ("Reporting Persons"), to report ownership on
Form 3 and changes in ownership on Form 4 or 5 and to file these reports with
the Securities and Exchange Commission (the "SEC") and the New York Stock
Exchange. Under SEC rules, we receive copies of all Section 16(a) forms that
these Reporting Persons file.
We have reviewed copies of these reports and written representations from
Reporting Persons. We believe all Reporting Persons complied with their Section
16(a) reporting obligations during 1997, except for late report of a purchase in
December 1997 of 2,000 shares of the company's common stock by James G. Connelly
III, a director. This transaction was reported in Mr. Connelly's Form 5 for
1997, filed in January 1998.
EXECUTIVE COMPENSATION
The Compensation Committee of the board of directors approves the individual
salaries and compensation programs for executive officers. The following report
explains the basis for the committee's compensation decisions during 1997.
COMPENSATION COMMITTEE REPORT
The company is committed to providing competitive total compensation to all
employees. The executive compensation program is designed to attract, motivate,
reward, and retain the broad-based management talent critical to achieving the
company's business goals. All employees, including executive officers, are
compensated based on each employee's job responsibilities and on his or her
individual performance over time.
To ensure that compensation levels remain competitive, the company reviews
various reports and other information on the executive compensation practices of
seven other companies within the office products distribution industry, which
are selected primarily because of the comparable levels of responsibility
between our executives and executives within those companies. The industry
comparables index shown in the performance graph following this report is
comprised of the seven companies we monitor.
The company also collects information on the compensation practices of
approximately 110 other distribution and retail companies. Together, these
office products distribution, general distribution, and
6
<PAGE>
retail companies are referred to as "peer group" companies in this report. In
addition to the peer group companies' compensation information, the company and
committee use information regarding executive compensation programs provided by
human resource consulting firms, including in 1997, Hewitt Associates and
Management Compensation Services.
The company's executive compensation program has four principal components:
base salary, annual variable incentive compensation, stock options, and other
compensation plans. The committee believes these combined components provide
competitive compensation and form an appropriate relationship between the
executive's compensation, the executive's performance, and the company's
performance. During 1997, the cash-based annual variable (at-risk) incentive
component linked executive compensation directly to the company's financial
performance, and the stock option component tied executive compensation to
growth in its stock value.
The company's compensation plans reflect the committee's intent that the
compensation paid to executive officers will qualify for federal income tax
deduction by the company. Nevertheless, because executive compensation decisions
necessarily involve some subjective judgment, the committee reserves the
authority to make compensation payments that may not be deductible under federal
tax law.
BASE SALARY
A salary guideline is established for each salaried position in the company,
including each executive officer position. The midpoint of each salary guideline
is the average salary, adjusted for company size (in sales), of equivalent
positions at the peer group companies. The committee determines each executive
officer's base salary by reviewing his or her sustained job performance over
time, including both individual performance and performance of the business or
staff unit which the executive heads. Business or staff unit performance is
measured by economic value added, return on total capital, achievement of sales
or operating targets, effectiveness of cost-containment measures, implementation
of Total Quality process improvements, and other factors relevant to the
specific position. In weighing these factors, the committee must make inherently
subjective judgments.
Each year, the committee reviews the criteria discussed above and
establishes the chief executive officer's base salary. In 1997, the committee
set Mr. Danis' base salary at $475,000 per year. This reflects Mr. Danis' 30
years of combined experience with the company and BCC, his responsibilities as
chief executive officer, and his role in the company's strategic growth,
cost-effectiveness programs, and Total Quality evolution. This salary rate is
approximately 5% below the midpoint of the designated salary guideline
($499,900) for the company's chief executive officer.
ANNUAL VARIABLE INCENTIVE COMPENSATION
The committee establishes objective performance criteria for the variable
incentive compensation program and oversees the program's administration. In
1997, this program applied to about 151 of the company's key managers, including
all executive officers.
The criteria for the program specify percentages of the participants'
compensation to be paid as additional cash compensation based on improvements in
the company's "economic value added." Economic value added is determined by
calculating the company's operating profit and then subtracting a pretax charge
for the capital used to generate that profit.
The committee establishes target payouts for each participating position.
The target payout for the chief executive officer, over time, should average
approximately 60% of the chief executive officer's base salary, assuming the
company performs satisfactorily. The actual payout under the plan varies from
year to year depending on the company's financial performance for the year.
Target payout amounts for executive officers also vary, depending on their
levels of responsibility and on competitive compensation practices.
Under the 1997 program, Mr. Danis received a payment equal to 48.8% of his
base salary, as reported in the Summary Compensation Table. The Summary
Compensation Table reflects amounts paid under this variable incentive program.
7
<PAGE>
STOCK OPTIONS
Through the company's Key Executive Stock Option Plan, the committee grants
stock options to executive officers and other key managers to provide long-term
incentive compensation. The shareholders have approved this plan, which is
administered by the committee. All grants have an exercise price equal to the
fair market value of the company's common stock on the date of grant, except for
initial grants made in 1995 which had an exercise price equal to the initial
public offering price of the company's common stock.
The committee determines the number of stock options to grant by analyzing
peer group companies' competitive compensation and considering consultants'
recommendations, taking each individual's salary guideline and responsibility
into account. The committee may also consider the number and exercise price of
options granted to an individual in the past. The committee does not use
corporate or business unit measures to determine the size of individual option
grants.
The stock option plan limits the number of shares issued to any individual
over the life of the plan to 20% of the total number of shares authorized by
shareholders for issuance under the plan. This provision reflects the
committee's view that the plan is intended to provide long-term incentive
compensation to a relatively broad spectrum of the company's employees.
In 1997, Mr. Danis received a grant of an option to purchase 81,000 shares
of the company's common stock. In determining the number of shares to include in
Mr. Danis' grant, the committee considered information about stock option grants
to chairpersons and chief executive officers of the peer group companies, the
company's financial performance, the number of shares granted to other chief
executive officers and the value of those options, the size of grants offered to
the company's other executive officers, and the number and exercise price of
shares previously granted to Mr. Danis.
OTHER COMPENSATION PLANS
The company's executive officers are entitled to receive additional
compensation in the form of payments, allocations, or accruals under various
other compensation and benefit plans, as described more fully in the footnotes
to the Summary Compensation Table and under the heading "Other Benefit Plans" in
this proxy statement. Each of these plans is an integral part of the company's
compensation program.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
A. William Reynolds, Chairman
John B. Carley
James G. Connelly III
8
<PAGE>
PERFORMANCE GRAPH
The following graph compares the three-year cumulative total shareholder
return beginning April 7, 1995 (the date that our common stock began trading on
the New York Stock Exchange), through December 31, 1997, for the company, the
Standard & Poor's 500 index, and a selected group of office products companies
including BT Office Products, Corporate Express, Office Depot, OfficeMax,
Staples, U.S. Office Products Company, and Viking Office Products. The graph
plots the growth in value of an initial $100 investment over the indicated time
period, assuming the reinvestment of dividends, if any.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
BOISE CASCADE OFFICE PRODUCTS CORPORATION INDUSTRY COMPARABLES INDEX* S&P 500 INDEX
<S> <C> <C> <C>
4/7/95 $100.00 $100.00 $100.00
1995 $171.00 $119.60 $123.79
1996 $166.00 $120.44 $152.21
1997 $119.50 $131.82 $202.99
</TABLE>
<TABLE>
<CAPTION>
BASE PERIOD RETURN RETURN RETURN
COMPANY\INDEX NAME 4/7/95 1995 1996 1997
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Boise Cascade Office Products Corp......................................... $ 100 $ 171.00 $ 166.00 $ 119.50
Industry Comparables Index*................................................ 100 119.60 120.44 131.82
S&P 500 Index.............................................................. 100 123.79 152.21 202.99
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Industry Comparables Index includes BT Office Products, Corporate Express,
Office Depot, OfficeMax, Staples, U.S. Office Products Company, and Viking
Office Products.
9
<PAGE>
COMPENSATION TABLES
The following tables present compensation information for our chief
executive officer and the four next most highly compensated executive officers
during 1997.
This table sets forth compensation earned during each of the last three
years. Because we first became publicly held in April 1995, the figures also
include amounts paid to the named people from January through March 1995 when we
operated as a division of BCC.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------- -----------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
SALARY($) BONUS($) COMPENSATION($) OPTIONS/SARS(#) COMPENSATION($)
NAME AND PRINCIPAL POSITION YEAR (2) (3) (4) (5) (6)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Peter G. Danis Jr., 1997 $ 464,256 $ 231,804 $ 0 81,000 $ 63,413
Chief Executive Officer(1) 1996 422,100 533,952 0 87,000 56,935
1995 385,800 398,762 839 134,800 49,684
Christopher C. Milliken, 1997 233,757 87,840 0 28,000 20,378
President(1) 1996 207,522 199,331 0 32,000 16,228
1995 182,505 158,094 0 42,400 14,444
Richard L. Black, 1997 223,002 78,134 0 28,000 15,954
Senior Vice President, 1996 209,853 171,399 0 32,000 14,483
The Reliable Corporation, 1995 192,213 157,054 0 33,800 6,608
Canada, and Europe
Carol B. Moerdyk, 1997 223,002 83,448 0 28,000 27,217
Senior Vice President, 1996 202,257 192,823 0 32,000 24,123
U.S. Contract Operations(1) 1995 182,067 158,094 0 42,400 22,838
Lawrence E. Beeson, 1997 195,255 56,087 0 9,300 12,273
Vice President, 1996 188,760 136,996 0 13,200 11,529
Marketing 1995 138,762 128,192 28,318 42,400 5,855
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Messrs. Danis and Milliken and Ms. Moerdyk are also executive vice
president, senior vice president, and vice president, respectively, of Boise
Cascade Corporation.
(2) Includes amounts deferred under the SSRP, Key Executive Deferred
Compensation Plan, and 1995 Executive Officer Deferred Compensation Plan.
Mr. Beeson commenced his employment with the company on April 1, 1995. His
annual salary for 1995 was approximately $185,000.
(3) Payments, if any, under the company's variable incentive compensation
program. See "Executive Compensation -- Compensation Committee Report --
Annual Variable Incentive Compensation."
(4) The amounts shown in this column reflect the amount of federal income tax
incurred by the named executive and paid by the company relating to various
executive officer benefits. In 1995, Mr. Beeson received a moving expense
reimbursement of $28,318. The cost incurred by the company during these
years for various perquisites provided to each of the named executive
officers, except for Mr. Beeson for 1995, is not included in this column,
because the amount did not exceed the lesser of $50,000 or 10% of the
executive's compensation during each year.
(5) Grants under the company's Key Executive Stock Option Plan.
(6) Amounts disclosed in this column include the following:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
ACCRUALS OF
ABOVE-MARKET ALLOCATIONS TO COMPANY- PAID
INTEREST ON BOISE CASCADE PORTION OF
COMPANY MATCHING DEFERRED CORPORATION EXECUTIVE
CONTRIBUTIONS TO THE COMPENSATION EMPLOYEE STOCK OFFICER LIFE
DEFERRED COMPENSATION PLANS BALANCES OWNERSHIP PLAN INSURANCE
NAME YEAR OR SSRP PLANS ($)(*) ($) ($) PROGRAMS ($)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Peter G. Danis Jr............. 1997 $ 29,946 $ 33,467 $ 0 $ 0
1996 24,626 28,376 0 3,933
1995 21,166 22,336 2,000 4,182
Christopher C. Milliken....... 1997 12,993 4,692 0 2,693
1996 10,968 2,966 0 2,294
1995 9,294 1,562 1,820 1,768
Richard L. Black.............. 1997 11,832 3,135 0 987
1996 11,007 2,649 0 827
1995 6,189 419 0 0
Carol B. Moerdyk.............. 1997 12,475 7,156 0 7,586
1996 10,811 5,356 0 7,956
1995 9,735 3,730 1,450 7,923
Lawrence E. Beeson............ 1997 9,967 1,473 0 833
1996 9,509 1,221 0 799
1995 5,180 87 70 518
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(*) The company's Key Executive Deferred Compensation Plan is an unfunded
plan pursuant to which key executives of the company, including executive
officers, could irrevocably elect to defer receipt of a portion (6% to
20% for executive
10
<PAGE>
officers) of their 1995 annual base salary until termination of
employment or beyond. The company's 1995 Executive Officer Deferred
Compensation Plan is an unfunded plan pursuant to which executive
officers may irrevocably elect to defer receipt of a portion (6% to 20%)
of their base salary until termination of employment or beyond. Amounts
so deferred are generally credited with imputed interest at a rate equal
to 130% of Moody's Composite Average of Yields on Corporate Bonds. The
SSRP is a profit-sharing plan qualified under Section 401(a) of the
Internal Revenue Code which contains a cash or deferred arrangement
meeting the requirements of Section 401(k) of the Code.
STOCK OPTIONS
This table details the 1997 option grants under our Key Executive Stock
Option Plan ("KESOP") to the five executives named in the Summary Compensation
Table, as well as to all executive officers as a group and nonofficer employees
as a group.
OPTION/SAR GRANTS IN 1997
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS GRANT DATE
-------------------------------------------------------------- VALUE
NUMBER OF PERCENT OF TOTAL -----------
SECURITIES OPTIONS/SARS GRANT DATE
UNDERLYING GRANTED TO EXERCISE OR PRESENT
OPTIONS/SARS EMPLOYEES IN FISCAL BASE PRICE EXPIRATION VALUE
NAME GRANTED (#) YEAR ($/SH)(1) DATE ($)(2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Peter G. Danis Jr......................... 81,000 16.34% $ 23.375 2/12/07 $ 706,320
Christopher C. Milliken................... 28,000 5.65 23.375 2/12/07 244,160
Richard L. Black.......................... 28,000 5.65 23.375 2/12/07 244,160
Carol B. Moerdyk.......................... 28,000 5.65 23.375 2/12/07 244,160
Lawrence E. Beeson........................ 9,300 1.88 23.375 2/12/07 81,096
Executive officers as a group............. 251,100 50.66 22.89 2/12/07- 2,149,416
7/30/07
Nonofficer employees as a group........... 244,600 49.34 23.28 2/12/07- 2,120,682
7/30/07
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Under the KESOP, the exercise price must be the fair market value at the
date of grant. Options granted under this plan during 1997 were fully vested
when granted. However, except under limited circumstances, the options are
exercisable only as follows: one-third of each option is exercisable after
one year from the grant date, two-thirds of each option is exercisable after
two years from the grant date, and the entire option is exercisable after
three years from the grant date. Under the plan, no options may be granted
after February 20, 2005. The exercise price of options granted to executive
officers as a group and nonofficer employees as a group is the weighted
average of options granted during 1997. The expiration dates are 10 years
after the grant date of each option grant.
(2) "Grant Date Value" has been calculated using the Black-Scholes model of
option valuation, with assumptions of: (a) risk-free interest rate of 6.1%,
(b) expected stock price volatility of 35%, (c) expected option term of 4.2
years, and (d) no dividends. Based on this model, the calculated values of
the options on February 11, 1997 (grant date), are $8.72 per share granted.
This value does not necessarily represent the amount an option holder may
ultimately realize upon exercise of an option.
The following table sets forth the shares acquired and gross value (without
adjustment for personal income taxes and fees, if any) realized by the top five
executives when they exercised their stock options during 1997 and also states
the year-end gross value of unexercised stock options held by these executives.
AGGREGATE OPTION/SAR EXERCISES FOR 1997 AND 1997 OPTION/SAR VALUES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/ OPTIONS/SARS AT
SHARES ACQUIRED UPON VALUE REALIZED SARS AT 12/31/97 (#) 12/31/97 ($)
NAME EXERCISE (1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Peter G. Danis Jr...... 0 $ 0 118,867/183,933 $219,051/109,524
Christopher C.
Milliken............. 0 0 24,934/ 63,466 34,776/ 34,449
Richard L. Black....... 0 0 33,200/ 60,600 54,924/ 27,463
Carol B. Moerdyk....... 0 0 38,934/ 63,466 68,901/ 34,449
Lawrence E. Beeson..... 0 0 32,667/ 32,233 68,901/ 34,449
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The "value realized" represents the difference between the option's exercise
price and the value of the company's common stock at the time of exercise.
(2) This column indicates the aggregate amount, if any, by which the common
stock share price on December 31, 1997, $14.9375, exceeded the options'
exercise price.
11
<PAGE>
OTHER BENEFIT PLANS
PENSION PLAN
We are a participating employer in the Boise Cascade Corporation Pension
Plan for Salaried Employees. The estimated annual benefits payable upon
retirement at age 65 under this plan for specified levels of average
remuneration and years-of-service classifications are set out in the following
table.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
YEARS OF SERVICE
---------------------------------------------------------------------------
REMUNERATION 5 10 15 20 25 30 35
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 175,000 $ 10,938 $ 21,875 $ 32,813 $ 43,750 $ 54,688 $ 65,625 $ 76,563
200,000 12,500 25,000 37,500 50,000 62,500 75,000 87,500
250,000 15,625 31,250 46,875 62,500 78,125 93,750 109,375
300,000 18,750 37,500 56,250 75,000 93,750 112,500 131,250
400,000 25,000 50,000 75,000 100,000 125,000 150,000 175,000
500,000 31,250 62,500 93,750 125,000 156,250 187,500 218,750
600,000 37,500 75,000 112,500 150,000 187,500 225,000 262,500
700,000 43,750 87,500 131,250 175,000 218,750 262,500 306,250
800,000 50,000 100,000 150,000 200,000 250,000 300,000 350,000
- -------------------------------------------------------------------------------------------
</TABLE>
The pension plan entitles each vested employee, including executive
officers, to receive a pension benefit at normal retirement equal to 1 1/4% of
the highest average of any five consecutive years of compensation (as defined in
the plan) out of the last ten years of employment, multiplied by the employee's
years of service.
Under the plan, "compensation" is the employee's base salary plus any
amounts earned under the company's variable incentive compensation program (only
"Salary" and "Bonus" from the Summary Compensation Table). As of December 31,
1997, the highest average of annual compensation during any five consecutive
years for 1988 through 1997 and the years of service for the named executives
are as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
NAME COMPENSATION YEARS OF SERVICE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Peter G. Danis Jr.............................................................. $ 625,643 30
Christopher C. Milliken........................................................ 267,209 20
Richard L. Black............................................................... 318,541 4
Carol B. Moerdyk............................................................... 275,764 17
Lawrence E. Beeson............................................................. 286,533 3
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
As shown in the Pension Plan Table above, benefits are computed on a
straight-life annuity basis and are not offset by social security or other
retirement-type benefits. An employee is 100% vested in his or her pension
benefit after five years of service, except for certain breaks in service. If an
employee is entitled to a greater benefit under the plan's formula than the
Internal Revenue Code allows for tax-qualified plans, the excess benefits will
be paid from the company's general assets under the unfunded Supplemental
Pension Plan. The benefit under the qualified pension plan is reduced by
compensation deferred under any nonqualified deferred compensation plan. The
Supplemental Pension Plan will also provide payments to the extent that
participation in these deferred compensation plans has the effect of reducing an
individual's pension benefit under the qualified plan.
In the event of a change in control (as defined in the plan) of BCC, the
plan restricts the ability of the plan sponsor or its successor to recoup
surplus plan assets, if any exist. In general, after a change in control, if:
(a) the plan is terminated,
(b) the plan is merged or consolidated with another plan, or
(c) the assets of the plan are transferred to another plan,
12
<PAGE>
the participants and beneficiaries will receive the plan's surplus assets, if
any, on a pro rata basis. After a change in control, a majority (in both number
and interest) of plan participants and beneficiaries must consent to amend this
provision.
EARLY RETIREMENT PLAN
The Early Retirement Plan applies to:
(a) executive officers 55 years old or older who are also executive officers
of BCC,
(b) who have ten or more years of service, and
(c) who retire before age 65.
Eligible officers receive an early retirement benefit prior to age 65 equal to
the benefit calculated under the Pension Plan for Salaried Employees without
reduction due to the officer's early retirement. Messrs. Danis and Milliken and
Ms. Moerdyk participate in this plan.
EXECUTIVE OFFICER AGREEMENTS
We have entered into agreements with Messrs. Danis and Milliken and Ms.
Moerdyk who are also executive officers (but not employees) of BCC. These
agreements formalize our severance benefits if any of those persons' employment
is terminated after a change in control (as defined in the agreements) of BCC.
The agreements provide certain severance benefits and protect other benefits
that the named officers have already earned or reasonably expect to receive
under our employee benefit plans. The officer will receive the benefits provided
under the agreement if, after a change in control of BCC, we terminate the
officer's employment other than for cause or disability (as defined in the
agreement) or if the officer terminates employment after we take certain actions
specified in the agreement which adversely affect the officer. Under the
agreement, the officer must remain employed with us for six months following the
first potential change in control of BCC.
These agreements help ensure that we will have the benefit of these
officers' services without distraction in the face of a potential change in
control of our majority shareholder. The board of directors believes that the
agreements are in the best interests of our shareholders and the company. BCC
has entered into similar agreements with all its executive officers.
The benefits under the agreements include:
(a) the officer's salary through the termination date;
(b) severance pay equal to three times the officer's annual base salary and
target incentive pay, less any severance pay that the officer receives
under the Severance Pay Policy for Executive Officers, which is currently
the amount of the officer's annual base salary;
(c) vacation pay according to our Vacation Policy;
(d) any earned but unpaid bonus under the Key Executive Performance Plan (or
any substitute plan) for the year preceding termination;
(e) an award under the Key Executive Performance Plan (or any substitute
plan) equal to the greater of:
(i) the officer's target award prorated through the month in which the
officer is terminated, or
(ii) the actual award through the end of the month prior to termination
based upon the award criteria for the applicable plan, prorated
through the month in which the officer is terminated;
(f) accelerated exercisability of the officer's stock options;
(g) benefits under the Supplemental Early Retirement Plan; and
(h) certain additional retirement and other employee benefits.
13
<PAGE>
The agreements provide three additional benefits. First, we will maintain for up
to one year all employee benefit plans and programs in which the officer was
entitled to participate immediately prior to termination or we will substitute
similar arrangements. Second, we will maintain our participation in the Split-
Dollar Life Insurance Plan until the officer's insurance policy under that plan
is fully paid. Third, we will pay legal fees and expenses which the officer
incurs to enforce his or her rights or benefits under the agreement.
As of December 31, 1997, the estimated amount of payments and other benefits
(not including legal fees, if any) each named executive officer would receive
under the agreement (in excess of the benefits to which the officer is entitled
without the agreement) is:
<TABLE>
<S> <C>
- - Peter G. Danis Jr............................................ $2,397,777
- - Christopher C. Milliken...................................... 1,491,856
- - Carol B. Moerdyk............................................. 1,242,283
</TABLE>
(Payments which would be made subsequent to the termination date have been
discounted as of December 31, 1997, at a rate of 7.12%, according to the
requirements of Section 280G of the Internal Revenue Code.) Actual payments made
under the agreements at any future date would vary, depending in part upon what
the executive has accrued under the variable compensation plans and benefit
plans.
Each agreement is effective until December 31, 2000. The agreements are
automatically extended each January 1 for a new three-year period, unless we
notify the officers by September 30 of the preceding year that we do not wish to
extend the agreements.
DEFERRED COMPENSATION AND BENEFITS TRUST
The company has established a deferred compensation and benefits trust,
which is intended to ensure that participants and beneficiaries under several of
our nonqualified and unfunded deferred compensation plans and the executive
officer agreements will receive the benefits they have earned in the event of a
change in control of BCC (as defined in the plans and the agreements). The trust
will not increase the benefits to which any individual participant is entitled
under the covered plans and agreements. If a potential change in control occurs,
the trust will be revocably funded. If an actual change in control occurs, the
trust will be irrevocably funded and will pay benefits to participants in
accordance with the plans and agreements. The trustee will receive fees and
expenses either from us or from the trust assets. If the company become bankrupt
or insolvent, the trust assets will be accessible to the claims of the company's
creditors.
INDEMNIFICATION
To the extent that Delaware law permits, we will indemnify our directors and
officers against liabilities they incur in connection with actual or threatened
proceedings to which they are or may become parties and which arise from their
status as directors and officers. We insure, within stated limits, the directors
and officers against these liabilities. The aggregate premium on the insurance
policies for 1997 was $76,181.
RELATED PARTY TRANSACTIONS
BCC currently owns approximately 81.4% of the outstanding shares of our
common stock. We supply office products to BCC and purchase certain paper and
paper products from them. During the year ended December 31, 1997, our sales to
BCC were $1,589,000, and our purchases from them were $231,188,000. We
anticipate that our sales and purchases with BCC during 1998 will exceed those
in 1997.
We have entered into a number of agreements with BCC regarding our ongoing
relationship. Because our various relationships with BCC are so complex, each
agreement or the transactions within it, considered separately, may contain
terms less favorable to us than we might have obtained from an unaffiliated
third party. Nevertheless, the company and BCC intend that these interrelated
agreements and transactions, taken as a whole, should fairly accommodate our
respective interests while continuing certain mutually beneficial joint
arrangements.
14
<PAGE>
We may enter into additional or modified arrangements and transactions with
BCC. While we expect any future arrangements and transactions to be negotiated,
conflicts of interest may occur. Although we have not adopted any formal
procedures to prevent conflicts of interest, we intend to seek our independent
directors' approval for any agreement which our management or any independent
director believes to be materially important to us and to involve a significant
conflict of interest with BCC.
Certain arrangements and transactions between us and BCC or its affiliates
are summarized below.
PAPER SALES AGREEMENT
The majority of our purchases from BCC are under a Paper Sales Agreement
whereby BCC sells us office papers. We calculate the prices for these papers
with a formula meant to approximate prevailing market prices. The agreement has
an initial term of 20 years, commencing April 1, 1995. It will automatically
renew for five-year periods, subject to termination rights under specific
circumstances.
ADMINISTRATIVE SERVICES AGREEMENT
We also have an agreement under which BCC provides various administrative
services to us. These services include, among others, financial reporting, cash
management, human resources services, legal and corporate secretarial functions,
internal audit, benefits administration, transfer agent functions, and
insurance. These services are provided for varying periods, from one to five
years, and may be renewed or terminated from time to time. BCC charges us rates
for these services which reasonably approximate the cost to BCC of providing
these services to us. During 1997, we paid BCC $2,578,000 under this agreement.
TAX MATTERS AGREEMENT
We have entered into an agreement with BCC which allocates state and federal
tax liabilities and obligations between us. Since April 1, 1995, we have been
responsible for all tax liability which we incur. BCC must provide tax
administration for us, and we must reimburse them for the administration costs.
SHAREHOLDER AGREEMENT
Finally, we have an agreement with BCC which establishes certain rights for
BCC to purchase shares of voting stock or securities convertible into voting
stock which we may wish to sell from time to time. In addition, this agreement
gives BCC certain demand and participation registration rights for the shares of
our stock which it holds.
INFORMATION AVAILABLE TO SHAREHOLDERS
We are mailing you our 1997 Annual Report with this proxy statement. You can
obtain additional copies of the 1997 Annual Report to Shareholders and our
Annual Report on Form 10-K (filed with the Securities and Exchange Commission)
at no charge from our Investor Relations Department, 800 West Bryn Mawr Avenue,
Itasca, Illinois 60143-1594, 630/775-4228. Our financial statements are also on
file with the Securities and Exchange Commission, Washington, D.C., and with the
New York Stock Exchange. You can obtain copies of these statements through the
Securities and Exchange Commission's web site at http://www.sec.gov.
SHAREHOLDER PROPOSALS
SHAREHOLDER PROPOSALS IN OUR PROXY STATEMENT
If you wish to submit a proposal to be included in our proxy statement for
the 1999 annual meeting, we must receive it no later than November 10, 1998.
SHAREHOLDER PROPOSALS NOT IN OUR PROXY STATEMENT
If you wish to present a proposal for action at a shareholder meeting, you
must do so according to our Restated Certificate of Incorporation, as follows:
15
<PAGE>
You must give notice of the proposed business to the corporate secretary.
This notice must be in writing, delivered or mailed to and received by the
corporate secretary not less than 60 days or more than 120 days prior to the
meeting. For each matter you propose, your notice must include:
(a) a brief description of the business you wish to bring before the meeting
and the reasons for conducting the business at the meeting,
(b) your name and address,
(c) the class and number of shares of our stock which you beneficially own,
and
(d) any material interest you have in the business to be brought before the
meeting.
The chairperson of the meeting may, if the facts warrant, determine and
declare that the business was not properly brought before the meeting according
to our Restated Certificate of Incorporation.
SHAREHOLDER NOMINATIONS FOR DIRECTORS
If you wish to suggest a nominee for the board to consider for future
elections, write to A. James Balkins III, senior vice president and corporate
secretary, 800 West Bryn Mawr Avenue, Itasca, Illinois 60143-1594. You should
describe in detail your proposed nominee's qualifications and other relevant
biographical information and indicate whether the proposed nominee is willing to
accept nomination.
If you wish to directly nominate a candidate for the board of directors,
according to our Restated Certificate of Incorporation you must do so in
writing, delivered or mailed to and received by the corporate secretary not less
than 60 days or more than 120 days prior to any meeting of shareholders called
to elect directors. Your notice of nomination must include:
(a) your name and address;
(b) each nominee's name, age, and address;
(c) each nominee's principal occupation or employment;
(d) the number of shares of our stock which the nominee beneficially owns;
(e) the number of shares of our stock which you beneficially own;
(f) any other information concerning the nominee that must be disclosed
about nominees in proxy solicitations under Regulation 14A of the
Securities Exchange Act of 1934; and
(g) the executed consent of each nominee to serve as our director if
elected.
The chairperson of the meeting may, if the facts warrant, determine and
declare that a nomination was not made in accordance with the proper procedures,
and the defective nomination shall be disregarded.
BENEFICIAL OWNERSHIP
As of December 31, 1997, the table below sets forth information regarding
each person or entity that we know to be the beneficial owner of more than 5% of
any class of our voting securities.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
NUMBER OF
SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNED CLASS
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
Common Stock, Boise Cascade Corporation 53,398,724(1) 81.4%
$.01 Par Value 1111 W. Jefferson Street
P.O. Box 50
Boise, ID 83728
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) BCC has sole voting and investment power for all 53,398,724 shares.
16
<PAGE>
PROXIES AND VOTING AT THE MEETING
As of February 26, 1998 (the record date for determining shareholders
entitled to vote at the meeting), we had 65,649,758 outstanding shares of common
stock. If you hold any outstanding shares of our common stock as of the record
date, you are entitled to one vote for each share on every matter submitted to
the meeting.
Participants in the Boise Cascade Office Products Corporation Common Stock
Fund of BCC's Savings and Supplemental Retirement Plan, Qualified Employee
Savings Trust (QUEST), and Retirement Savings Plan (RSP) can instruct the Plan's
trustee how to vote the shares held in the trust. The trustee will vote shares
for participants who do not vote.
PROXY SOLICITATION
We bear the cost of soliciting proxies, including the cost of reimbursing
brokers for forwarding proxies and proxy material to beneficial shareholders.
Our directors, officers, and other employees may solicit proxies personally or
by telephone or electronic transmission, but we will not specially compensate
these persons for doing so. We have retained D. F. King and Company Inc. at a
fee estimated not to exceed $4,500, plus expenses, to aid in distributing
materials and soliciting proxies.
WE REQUEST THAT YOU PROMPTLY SIGN, DATE AND RETURN THE ENCLOSED PROXY SO
THAT IT WILL BE AVAILABLE FOR USE AT THE MEETING.
A. James Balkins III
Senior Vice President and
Corporate Secretary
March 10, 1998
[RECYCLED LOGO]
This Notice and Proxy Statement is printed on recycled-content
ASPEN-TM- Lightweight Opaque paper produced by
Boise Cascade Corporation's papermakers at its St. Helens, Oregon, mill.
This paper is made with no less than 10% postconsumer fiber.
17
<PAGE>
<TABLE>
<S> <C> <C>
PROXY [LOGO] BOISE CASCADE OFFICE PRODUCTS CORPORATION 800 W. Bryn Mawr Avenue
ANNUAL MEETING OF SHAREHOLDERS, APRIL 21, 1998 Itasca, IL 60143-1594
- ----------------------------------------------------------------------------------------------
</TABLE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The shareholder signing this card appoints George J. Harad, Peter G. Danis
Jr., and John W. Holleran as proxies, each with the power to appoint a
substitute. They are directed to vote all the shareholders' Boise Cascade
Office Products Corporation stock held on February 26, 1998, at the company's
annual meeting to be held on April 21, 1998, and at any adjournment of that
meeting. They are also given discretionary authority to vote on any other
matters that may properly be presented at this meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED BELOW AND FOR
PROPOSAL 2.
<TABLE>
<S> <C>
1. Election of Directors: JOHN B. CARLEY GEORGE J. HARAD CHRISTOPHER C. MILLIKEN
/ / FOR all nominees / / WITHHOLD AUTHORITY WITHHOLD AUTHORITY for the following nominee(s) only:
(except as may be for all nominees
indicated) -------------------------------------------------------------
-------------------------------------------------------------
2. Appointment of Arthur Andersen LLP as independent accountants for 1998. / / FOR / / AGAINST / / ABSTAIN
</TABLE>
THIS PROXY WILL BE VOTED ACCORDING TO YOUR INSTRUCTIONS. IF YOU SIGN AND RETURN
THE CARD BUT DO NOT VOTE ON THESE MATTERS, THEN PROPOSALS 1 AND 2 WILL RECEIVE
FOR VOTES.
This card provides voting authority for all beneficial holdings of Boise Cascade
Office Products Corporation shares.
Please sign exactly as the name appears below and date this card. When shares
are held by joint tenants, both should sign. When signing as an attorney,
executor, administrator, trustee, or guardian, give full title as such. When
signing as a corporation, sign in full corporate name by an authorized officer.
When signing as a partnership, sign in partnership name by an authorized person.
--------------------------------- ---------------
Signature of Shareholder Date
--------------------------------- ---------------
Signature of Shareholder Date
Forward this card to D. F. King (solicitor) or to Corporate
Election Services (independent tabulator),
P.O. Box 1150, Pittsburgh, PA 15230
<PAGE>
[LOGO]
BOISE CASCADE
OFFICE PRODUCTS CORPORATION
Dear Shareholder:
The Boise Cascade Office Products Corporation annual meeting of
shareholders will be held in the Company's corporate headquarters building
in Itasca, Illinois, at 10 a.m., Central daylight time, April 21, 1998.
Shareholders of record on February 26, 1998, are entitled to vote by proxy,
before or at the meeting. The proxy card attached to the bottom of this
page is for your use in designating proxies and providing voting
instructions.
The attached card serves both as a proxy designation (for shareholders
of record, including those holding shares in the BCOP Employee Stock
Purchase Plan) and as voting instructions (for Boise Cascade employee
savings plan participants). As "named fiduciaries," participants in the
BCOP stock funds of the employee savings plans are entitled to provide
voting instructions to the Trustee, using this card, for shares in the
BCOP stock fund of the savings plan in which they participate.
Individual proxy/voting instruction cards will be received and tabulated by
Corporate Election Services, Inc., in Pittsburgh, Pennsylvania, an
independent tabulator.
Please indicate your voting preferences on the card, SIGN and DATE the
card, and return it to the independent tabulator in the envelope provided.
EMPLOYEE SAVINGS PLAN PARTICIPANTS' VOTING INSTRUCTIONS ARE CONFIDENTIAL.
Thank you.
(fold and tear along perforation)
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PROXY AND VOTING INSTRUCTION CARD BOISE CASCADE OFFICE PRODUCTS CORPORATION
The Board of Directors recommends ANNUAL MEETING OF SHAREHOLDERS
a vote FOR all nominees listed APRIL 21, 1998
below and FOR proposal 2.
<TABLE>
<S> <C>
1. Election of Directors: JOHN B. CARLEY GEORGE J. HARAD CHRISTOPHER C. MILLIKEN
/ / FOR all nominees / / WITHHOLD AUTHORITY WITHHOLD AUTHORITY for the following nominee(s) only:
(except as may be for all nominees
indicated) -------------------------------------------------------------
-------------------------------------------------------------
2. Appointment of Arthur Andersen LLP as independent accountants for 1998. / / FOR / / AGAINST / / ABSTAIN
</TABLE>
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Signature of Shareholder Date
--------------------------------- ---------------
Signature of Shareholder Date
Shareholder(s) must sign as name(s) appear in
account registration printed to the left.
Forward this card to Corporate Election Services,
P.O. Box 1150, Pittsburgh, PA 15230
(Instructions on Reverse Side)
<PAGE>
Printed on Boise Cascade Corporation's SUMMIT-Registered Trademark-
TAG-X, 100# White, which is made in St. Helens, Oregon.
PROXY AND VOTING INSTRUCTION CARD BOISE CASCADE OFFICE PRODUCTS CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY AND THESE INSTRUCTIONS ARE APRIL 21, 1998
SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS.
The shareholder signing this card appoints George J. Harad, Peter G. Danis
Jr., and John W. Holleran as proxies, each with the power to appoint a
substitute. They are directed to vote (as indicated on the reverse side of
this card) all the shareholders' Boise Cascade Office Products Corporation
stock held on February 26, 1998, at the company's annual meeting to be held
on April 21, 1998, and at any adjournment of that meeting. They are also
given discretionary authority to vote on any other matters that may properly
be presented at this meeting. If the shareholder is a current or former
company employee, this card also provides voting instructions to the Trustee
for BCOP shares held in any Boise Cascade Corporation employee savings plans.
This proxy will be voted according to your instructions. If you sign and
return the card but do not vote on these matters, then proposals 1 and 2
will receive FOR votes.
(To be SIGNED on other side)
