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Proxy Statement Pursuant to Section 14(a) of
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Section240.14a-12
BOISE CASCADE CORPORATION
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(Name of Registrant as Specified In Its Charter)
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[LOGO]
Boise Cascade Corporation
------------------------
ANNUAL MEETING
OF SHAREHOLDERS
BOISE, IDAHO
APRIL 17, 1998
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NOTICE AND PROXY
STATEMENT
NOTICE OF ANNUAL MEETING
1111 W. Jefferson Street George J. Harad [LOGO]
P.O. Box 50 Chairman Boise Cascade Corporation
Boise, Idaho 83728-0001 Chief Executive Officer
March 11, 1998
Dear Shareholder:
You are cordially invited to attend Boise Cascade's annual meeting of
shareholders. The meeting will be held at the Boise Centre on the Grove, 850
West Front Street, Boise, Idaho, at 10 a.m., Mountain daylight time, on Friday,
April 17, 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 four 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. A proposed amendment to the company's 1984 Key Executive Stock Option
Plan to increase the number of shares of common stock available for
issuance under the plan.
4. Any other business that may properly come before the meeting.
If you were a shareholder of record on February 23, 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,
[SIGNATURE]
George J. Harad
PROXY STATEMENT
We are mailing this statement to you on or about March 11, 1998, as a
shareholder of Boise Cascade Corporation, 1111 West Jefferson Street, P.O. Box
50, Boise, Idaho 83728-0001, 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.
We have a confidential voting policy. Individual shareholders' votes on a
proxy card will not be disclosed to us other than in specified situations. 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
Thirteen directors, divided into three classes, presently serve on our board
of directors. Nine of these thirteen directors will continue to serve according
to their previous elections. Four directors are nominees for reelection, each to
hold office until the annual meeting of shareholders in 2001 or until the annual
meeting of shareholders next following his or her 72nd birthday, whichever is
sooner.
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 recommended
by the Nominating Committee and 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 four nominees who receive the greatest
number of votes at the annual meeting will be elected as directors. Abstentions
will not be counted as votes cast either for or against the directors.
NOMINEES FOR DIRECTORS WHOSE TERMS EXPIRE IN 2001
ANNE L. ARMSTRONG, 70, was elected to the company's
[PHOTO] board for the second time in 1978. She was originally
elected in 1975 but resigned the following year to
accept appointment as U.S. Ambassador to Great Britain.
She had served earlier as a counselor to the President
of the United States. Mrs. Armstrong is chairman of the
board of trustees of the Center for Strategic and
International Studies, Washington, D.C. She is also a
director of General Motors Corporation, Halliburton
Company, and American Express Company.
PHILIP J. CARROLL, 60, was elected to the board of
[PHOTO] directors in 1997. He is the president and chief
executive officer of Shell Oil Company, an integrated
petroleum company.
1
GARY G. MICHAEL, 57, was elected to the board of
[PHOTO] directors in 1997. He is a director, chairman of the
board, and chief executive officer of Albertson's,
Inc., a retail food and drug company. He is also a
director of Questar Corporation and chairman of the
Federal Reserve Bank of San Francisco.
A. WILLIAM REYNOLDS, 64, was elected to the board of
[PHOTO] directors in 1989. 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 Office Products Corporation and Eaton
Corporation and former chairman of the Federal Reserve
Bank of Cleveland.
DIRECTORS WHOSE TERMS EXPIRE IN 2000
EDWARD E. HAGENLOCKER, 58, was elected to the board of
[PHOTO] directors in February 1998. He is the vice chairman of
Ford Motor Company, an automotive manufacturer, and
chairman of Visteon Automotive Systems, an automotive
parts business and enterprise of Ford Motor Company. He
is also a director of Air Products and Chemicals, Inc.,
and The Hertz Corporation.
GEORGE J. HARAD, 53, was elected a member of the board
[PHOTO] and president of the company in 1991. He was elected
chief executive officer of Boise Cascade in 1994 and
became chairman of the board in 1995. Mr. Harad has
been an executive officer of the company since 1982. He
is also chairman of the board of Boise Cascade Office
Products Corporation and a director of Allendale
Insurance Co. and US West, Inc.
DONALD S. MACDONALD, 66, was elected to the company's
[PHOTO] board for the second time in February 1996. He was
originally elected in 1978 but resigned in 1986. Mr.
Macdonald is of counsel in the Toronto law firm of
McCarthy Tetrault. He served as Canadian High
Commissioner to Great Britain and Northern Ireland from
1988 to 1991. In addition, Mr. Macdonald was a member
of the Canadian House of Commons for 16 years and a
former chairman of the Royal Commission on the Economic
Union and Development Prospects for Canada. Between
1968 and 1977, he held the Cabinet positions of
President of the Privy Council; Minister of National
Defence; Minister of Energy, Mines, and Resources; and
Minister of Finance. Mr. Macdonald is chairman and
director of Celanese Canada Inc. and a director of
Alberta Energy Company Limited, BFC Construction
Corporation, Sun Life Assurance Company of Canada,
TransCanada Pipelines Limited, and several private
companies.
JANE E. SHAW, 59, was elected to the board of directors
[PHOTO] in 1994. She is the former president and chief
operating officer of ALZA Corporation, a therapeutic
systems company. Dr. Shaw is the chairman of the board
and chief executive officer of AeroGen, Inc., a private
company specializing in the development of pulmonary
drug delivery systems. She is also a director of
Aviron, Intel Corporation, and McKesson Corporation.
2
EDSON W. SPENCER, 71, was elected to the board of
[PHOTO] directors in 1988. He is the former chairman of the
board and chief executive officer of Honeywell Inc., an
electronics manufacturing company. He is also a
director of the American Express Mutual Fund Group.
DIRECTORS WHOSE TERMS EXPIRE IN 1999
ROBERT K. JAEDICKE, 69, was elected to the board of
[PHOTO] directors in 1983. He is professor (emeritus) of
accounting at the Stanford University Business School
and served as dean of Stanford's Graduate School of
Business from 1983 to 1990. Professor Jaedicke is also
a director of Wells Fargo & Company, Enron Corp.,
GenCorp Inc., State Farm Insurance Companies, and
California Water Service Company.
PAUL J. PHOENIX, 70, was elected to the board of
[PHOTO] directors in 1987. He is the former chairman of the
board and chief executive officer of Dofasco Inc., a
steel products company. He is also a director of The
Bank of Nova Scotia, Mutual Life of Canada, and GenCorp
Inc.
FRANK A. SHRONTZ, 66, was elected to the board of
[PHOTO] directors in 1989. He is chairman emeritus and former
chief executive officer of The Boeing Company, an
aerospace company. He is also a director of Chevron
Corporation, Citicorp, and Minnesota Mining &
Manufacturing Co.
WARD W. WOODS, JR., 55, was elected to the board of
[PHOTO] directors in 1992. He is president and chief executive
officer of Bessemer Securities, LLC, a privately held
investment company. Mr. Woods is managing general
partner of Bessemer Holdings, L.P., and Bessemer
Partners & Co. He is chairman of the board of Essex
International, Inc., and is a director of Graphic
Controls Corporation, Kelley Oil & Gas Corporation, and
several private companies.
BOARD MEETINGS AND ATTENDANCE OF DIRECTORS
During 1997, our board of directors met six times. One director, Philip J.
Carroll, attended less than 75% of the total meetings of the board and the
committees on which he served. Mr. Carroll was elected to the board in April but
due to a commitment made prior to his election could not attend the board and
committee meetings held in December.
3
THE BOARD OF DIRECTORS AND COMMITTEE MEMBERSHIP
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COMMITTEE OF EXECUTIVE
OUTSIDE EXECUTIVE COMPENSATION AUDIT NOMINATING
DIRECTOR DIRECTORS COMMITTEE COMMITTEE COMMITTEE COMMITTEE
- ---------------------------------------------------------------------------------------------------------------
Anne L. Armstrong............... X X X
Philip J. Carroll............... X X
Edward E. Hagenlocker........... X X
George J. Harad................. X*
Robert K. Jaedicke.............. X* X X
Donald S. Macdonald............. X X X
Gary G. Michael................. X X
Paul J. Phoenix................. X X X
A. William Reynolds............. X X X
Jane E. Shaw.................... X X X
Frank A. Shrontz................ X X X*
Edson W. Spencer................ X X X*
Ward W. Woods Jr................ X X X*
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* Committee chairperson
COMMITTEES OF THE BOARD OF DIRECTORS
COMMITTEE OF OUTSIDE DIRECTORS
This committee, composed of all 12 nonemployee directors of Boise Cascade,
reviews the performance of the chief executive officer against his individual
and corporate goals and strategies. The committee also reviews the performance
and processes of the board of directors and evaluates the communication among
the board, management, and shareholders. The committee meets at least twice each
year without management directors present. During 1997, this committee met
twice.
EXECUTIVE COMMITTEE
In the absence of a full meeting of the board, this five-member committee
can exercise most of the powers and authority of the full board to manage our
business and affairs. During 1997, this committee met twice.
EXECUTIVE COMPENSATION COMMITTEE
Six members serve on this committee. Each member must meet the following
qualifications:
(a) he or she is not a current or former officer or employee of Boise
Cascade,
(b) he or she is not an executive officer of any company on whose board of
directors an executive officer of Boise Cascade serves, and
(c) he or she is not an employee of any company which engages in significant
financial transactions with Boise Cascade.
The committee establishes all executive officer compensation. In addition,
it reviews general compensation and benefit plans and oversees administration of
stock option and variable compensation programs which apply to officers and
directors. During 1997, this committee met five times.
AUDIT COMMITTEE
Seven members, none of whom is an officer or employee of Boise Cascade,
serve on this committee. 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 corporate compliance policies and activities, 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
communicate directly with the committee regarding the results of their
examinations, the adequacy of internal accounting controls, and the integrity of
financial reporting. During 1997, the committee met three times.
4
NOMINATING COMMITTEE
Five members, none of whom is an officer or employee of Boise Cascade, serve
on this committee. The committee reviews and recommends to the board of
directors candidates for nomination to the board. During 1997, the committee met
four times.
The board of directors has established qualifications for directors,
including the ability to apply good and independent judgment in a business
situation and the ability to represent the interests of all our shareholders and
constituencies. A director also must be free from any conflicts of interest
which would interfere with his or her loyalty to us and our shareholders. In
evaluating board candidates, the committee considers these qualifications as
well as several other factors, including but not limited to:
- demonstrated maturity and experience;
- geographic balance;
- special expertise in natural resources, environmental, energy and health
issues;
- background as an educator in business, economics, or the sciences; and
- diversity of background, with particular consideration to female and
minority candidates.
If you wish to suggest a nominee for the committee to consider for future
elections, write to Karen E. Gowland, vice president and corporate secretary,
1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728-0001. 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 nominate a director directly, rather than
through the Nominating Committee, you should follow the procedures described in
this proxy statement under "Shareholder Proposals -- Shareholder Nominations for
Directors."
DIRECTORS' COMPENSATION
Our directors receive compensation in cash and stock options and may elect
to participate in a stock compensation plan and a deferred compensation plan, as
explained below.
MONETARY COMPENSATION
Directors who are not officers of Boise Cascade receive an annual retainer
of $30,000 plus a fee of $1,500 for each board meeting attended in person.
Committee chairpersons receive an additional $6,500 per year. Directors also
receive $600 for participating in any board or committee meeting conducted by
telephone, $600 for attending any committee meeting in person, and $600 for
taking any action by consent in lieu of meeting. We reimburse directors for
travel and other expenses that they incur to attend board or committee meetings.
DIRECTOR STOCK COMPENSATION PLAN
Through our shareholder-approved Director Stock Compensation Plan,
nonemployee directors can elect to receive part or all of their retainers and
meeting fees in stock options rather than cash. Under the plan, the directors
must specify by December 31 of each year how much of their retainer and meeting
fees for the following year they wish to receive in the form of stock options.
Options are granted to participating directors at the end of each calendar
year, equal in value to the cash compensation that the participating directors
would otherwise have received. The number of option shares granted to a
participating director is based on the amount of compensation he or she elected
to have paid in options and the market value of our common stock on July 31 of
each year. The options have an exercise price of $2.50 per share, can be
exercised six months after the date of grant, and expire three years after the
director's resignation, retirement, or termination as director. Seven of the 11
eligible directors participated in this plan in 1997, and nine directors have
elected to participate in the plan in 1998.
5
DIRECTOR STOCK OPTION PLAN
In 1995, shareholders approved the Director Stock Option Plan. Under this
plan, each nonemployee director is granted a stock option once a year. 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. Individuals
who are directors on January 1, or who are newly elected between January 1 and
July 31, receive a grant on July 31. Directors newly elected between August 1
and December 31 receive a grant when they are elected.
In 1997, each nonemployee director was granted an option to purchase 1,500
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 or her 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. For
deferrals prior to 1988, interest is imputed on the deferred amount at a monthly
rate equal to Moody's Composite Average of Yields on Corporate Bonds plus four
percentage points. For deferrals from 1988 to the present, interest is imputed
at a rate equal to 130% of Moody's Composite Average of Yields on Corporate
Bonds. A minimum death benefit is also provided based on pre-1995 deferrals. We
have purchased corporate-owned life insurance policies to help offset the
expense of this program. In the event of a change in control, as defined in the
plans, a trust will pay our obligations under these plans. For more information
on this trust, see "Other Benefit Plans -- Deferred Compensation and Benefits
Trust."
As of December 31, 1997, seven current directors were participating in the
deferred compensation program.
LEGAL SERVICES
Donald S. Macdonald is of counsel in the law firm of McCarthy Tetrault,
located in Toronto, Ontario, Canada. We and some of our affiliates used this
firm's services in 1997, and we expect to use its services in 1998. We retain
this firm independently of Mr. Macdonald's service on our board of directors.
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.
3. APPROVAL OF AN AMENDMENT TO THE 1984 KEY EXECUTIVE STOCK OPTION PLAN
We ask you to consider and approve an amendment, adopted by the board of
directors in December 1997, to our 1984 Key Executive Stock Option Plan (the
"KESOP"). This amendment, subject to your approval, increases the number of
shares available under the plan by 1,500,000 shares.
HISTORY AND OPERATION OF THE KESOP
Under the KESOP, the Executive Compensation Committee of the board of
directors may grant options to key employees, including executive officers and
executive officers serving as directors of the company, to purchase shares of
the company's $2.50 par value common stock. Nonemployee directors are not
eligible for grants under this plan. In 1997, 24 executive officers and 220
other key employees received option grants under the plan.
6
Since the plan was adopted in 1983, options have been granted to purchase a
total of 9,637,944 shares of our common stock. Since then, 4,165,581 shares have
been purchased through the exercise of options, 1,822,397 options have expired
unexercised, and 3,649,966 shares remain subject to option. We have 488,187
shares currently available for future stock option grants under the plan.
No incentive stock options or tax offset bonuses have been granted under the
plan, and all previously granted stock appreciation rights were canceled
effective May 1, 1991. No stock appreciation rights have been subsequently
granted.
Options under the KESOP must be granted at the fair market value of the
company's common stock on the date of grant. As of February 23, 1998, the
closing price of the common stock on the New York Stock Exchange was $33.6875
per share. The plan does not permit "repricing" of previously granted options.
Employees exercising an option may pay the exercise price in the form of:
(a) cash,
(b) Boise Cascade stock which has a fair market value equal to the exercise
price,
(c) the proceeds of a loan authorized by the Executive Compensation
Committee, or
(d) any combination of the above methods (including a "cashless"
broker-assisted process).
The board of directors may amend the KESOP at any time and may make
adjustments to the KESOP and outstanding options, without your approval, to
reflect a stock split, stock dividend, recapitalization, merger, consolidation,
or certain other events. However, shareholders must approve amendments which:
(a) increase the total number of shares that may be purchased through
options,
(b) change employee eligibility requirements,
(c) change the provisions regarding grant price,
(d) allow any member of the committee to receive an option,
(e) change the manner of computing the amount to be paid through a stock
appreciation right,
(f) materially increase the cost of the KESOP or the benefits to
participants, or
(g) extend the period for granting options or stock appreciation rights.
Options may not be granted under the KESOP after July 24, 2004. However, the
plan will remain in effect until all stock subject to the plan has been
purchased through the exercise of options granted under the plan or until the
options have expired.
PROPOSED PLAN AMENDMENT
Under the amendment, the number of shares available for stock option grants
under the plan will increase by 1,500,000 shares.
The board believes this amendment is essential to maintain our balanced and
competitive total compensation program. Prior to this amendment, we would not
have had sufficient shares available under the plan to provide for continued
option grants in 1998 and beyond, consistent with the purpose of the plan and
our normal compensation practices. We use the KESOP to relate a portion of our
key employees' total compensation directly to improvement in shareholder value.
The KESOP also supports our ability to attract and retain highly qualified
managers in key positions. In order to maintain the continuity and consistency
of the program, as well as to minimize administrative costs and complexity, the
board recommends amending the plan to authorize additional shares rather than
adopting and implementing an entirely new plan.
This amendment will not be effective unless it is approved by our
shareholders.
7
FEDERAL INCOME TAX CONSEQUENCES
Under current federal law, an employee granted a stock option under the
KESOP has no income tax consequences at that time. If the employee exercises an
option, then at that time he or she will realize ordinary income equal to the
difference between the value of the common stock and the exercise price. In
general, shares acquired by exercising an option have a basis equal to the
market value of the stock on the date of exercise. When an employee exercises an
option, the company is entitled to a federal income tax deduction in the same
amount as the employee's realized income.
ADDITIONAL INFORMATION
We cannot determine the amount of options under the KESOP which will be
granted in 1998 to specific officers, officers as a group, or nonofficer
employees as a group. However, the plan does not permit grants to any one
individual, during the life of the plan, of options to purchase more than 15% of
the total number of shares authorized for issuance under the plan. You can find
more information regarding options granted and exercised under the KESOP under
"Compensation Tables -- Stock Options." These tables show the stock options
granted under the KESOP to our employees and executive officers in 1997; these
amounts would not have been different under the proposed amendment. A copy of
the plan is on file with the Securities and Exchange Commission.
VOTE REQUIRED
To approve this KESOP amendment, shareholders representing a majority of the
shares of common and preferred stock voting on the amendment at the annual
meeting of shareholders must vote in favor of the amendment. Abstentions will
not be counted as votes cast either for or against the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL
OF THE AMENDMENT TO THE 1984 KEY EXECUTIVE STOCK OPTION PLAN.
4. 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.
8
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
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AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP CLASS
- ----------------------------------------------------------------------------------------------------------------------
DIRECTORS(1)
Anne L. Armstrong................................................................. 11,080 *
Philip J. Carroll................................................................. 2,256 *
Edward E. Hagenlocker............................................................. 0 *
George J. Harad................................................................... 501,258(2) *
Robert K. Jaedicke................................................................ 4,496 *
Donald S. Macdonald............................................................... 4,511 *
Gary G. Michael................................................................... 2,391 *
Paul J. Phoenix................................................................... 6,409 *
A. William Reynolds............................................................... 21,987 *
Jane E. Shaw...................................................................... 6,442 *
Frank A. Shrontz.................................................................. 7,000 *
Edson W. Spencer.................................................................. 20,774 *
Ward W. Woods, Jr................................................................. 22,807 *
OTHER NAMED EXECUTIVES
Peter G. Danis Jr................................................................. 62,302(2) *
N. David Spence................................................................... 120,492(2) *
Theodore Crumley.................................................................. 120,718(2) *
Richard B. Parrish................................................................ 50,589(2) *
All directors, nominees for director, and executive officers as a
group(1)(2)(3).................................................................. 1,901,381 3.17%
* Less than 1% of class
- ----------------------------------------------------------------------------------------------------------------------
(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 Compensation Plan ("DSCP") and Director Stock Option Plan ("DSOP"),
described under "Election of Directors -- Directors' Compensation." The
number of shares subject to options under the DSCP included in the
beneficial ownership table is as follows: Mrs. Armstrong, 5,580 shares; Ms.
Shaw, 2,442 shares; and Messrs. Carroll, 756 shares; Macdonald, 311 shares;
Michael, 391 shares; Phoenix, 2,076 shares; Reynolds, 7,987 shares; Spencer,
1,448 shares; Woods, 8,807 shares; and directors as a group, 29,798 shares.
The number of shares subject to options under the DSOP included in the
beneficial ownership table is as follows: Mrs. Armstrong, 4,000 shares; Ms.
Shaw, 4,000 shares; and Messrs. Carroll, 1,500 shares; Jaedicke, 4,000
shares; Macdonald, 3,000 shares; Michael, 1,500 shares; Phoenix, 4,000
shares; Reynolds, 4,000 shares; Shrontz, 4,000 shares; Spencer, 4,000
shares; Woods, 4,000 shares; and directors as a group, 38,000 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 Common Stock Fund by the trustee of the company's 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 and also
shows the number of shares of convertible preferred stock, Series D, held in
the Employee Stock Ownership Plan ("ESOP") fund of the SSRP, and the number
of shares of cumulative preferred stock, Series F, which are not included in
the beneficial ownership table.
Common Unexercised SSRP ESOP Series F
Shares Option (Common (Preferred (Preferred
Owned Shares Stock) Stock) Stock)
----------- ------------ ----------- ----------- -------------
George J. Harad.................................. 3,050 490,400 7,808 721 0
Peter G. Danis Jr................................ 1,740 56,600 3,962 432 0
N. David Spence.................................. 2,037 116,500 1,955 242 0
Theodore Crumley................................. 1,180 111,500 8,038 507 0
Richard B. Parrish............................... 3,358 47,100 131 513 0
All executive officers as a group................ 17,057 1,713,775 60,396 12,921 880
(3) The executive officers, directors, or nominees for director (individually or
as a group) do not own more than 1% of any series of the company's preferred
stock.
9
On December 31, 1997, the following directors, nominees for director, and
executive officers beneficially owned the following number of shares of common
stock of Boise Cascade Office Products Corporation, our majority-owned
subsidiary.
OWNERSHIP OF BOISE CASCADE OFFICE PRODUCTS CORPORATION STOCK
- ---------------------------------------------------------------------------------------------------------------------
COMMON SSRP
SHARES UNEXERCISED (COMMON TOTAL
NAME OF BENEFICIAL OWNER OWNED OPTION SHARES STOCK) SHARES(1)
- ---------------------------------------------------------------------------------------------------------------------
DIRECTORS
Anne L. Armstrong.............................................. 4,000 0 0 4,000
George J. Harad................................................ 2,000 0 0 2,000
A. William Reynolds............................................ 20,000 13,000 0 33,000
Jane E. Shaw................................................... 5,000 0 0 5,000
OTHER NAMED EXECUTIVES
Peter G. Danis Jr.............................................. 22,000 302,800 0 324,800
Theodore Crumley............................................... 1,000 0 0 1,000
All directors, nominees for director, and executive officers as
a group...................................................... 67,900 506,600 11,606 586,106
- ---------------------------------------------------------------------------------------------------------------------
(1) The individual and aggregate beneficial ownership represents less than 1% of
the outstanding shares.
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 an amended Form 5 for 1996
filed on August 5, 1997, reporting ownership of our cumulative preferred stock,
Series F, and conversion preferred stock, Series G, by Vincent T. Hannity, vice
president, Corporate Communications and Investor Relations. Information relating
to ownership of 380 shares held jointly with his mother was inadvertently
omitted from Mr. Hannity's original 1996 Form 5 filing.
EXECUTIVE COMPENSATION
The Executive Compensation Committee of the board of directors approves the
individual salaries and compensation programs for executive officers. Some of
the company's executive officers are employed by Boise Cascade Office Products
Corporation ("BCOP") and receive their compensation from BCOP. BCOP's
Compensation Committee approves the compensation programs and salaries for these
officers. The following report explains the basis for the committee's
compensation decisions during 1997.
EXECUTIVE 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
33 other companies within the forest products industry, which are selected
primarily because comparable levels of responsibility can be identified for
executives within those companies. Of these, 13 are included among the 14
companies in the paper and forest products company index included in the
performance graph following this report.
The company also collects information on the compensation practices of
approximately 272 Fortune 500 manufacturing companies. Together, these forest
products industry and manufacturing
10
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, effective
environmental management, achievement of sales or production 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. The chief executive
officer's performance is formally reviewed against a written performance plan.
In 1997, the committee set Mr. Harad's base salary at $766,500 per year. This
reflects Mr. Harad's 27 years of experience with the company, his
responsibilities as chief executive officer, and his role in the company's
strategic positioning, cost-effectiveness programs, and Total Quality evolution.
This salary rate is approximately 6% above the midpoint of the designated salary
guideline ($722,300) for the company's chief executive officer.
ANNUAL VARIABLE INCENTIVE COMPENSATION
The committee establishes objective performance criteria for the variable
incentive compensation program, which has been approved by the company's
shareholders. In 1997, this program applied to all of the company's salaried and
certain of its hourly employees. The committee oversees administration of the
plan covering 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. Studies indicate that, for the
company, increases in economic value added correlate to increases in shareholder
value.
The committee establishes target payouts for each participating position.
The target payout for the chief executive officer, over time (a complete
business cycle), should average approximately 70% 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
and other plan participants also vary, depending on the participants' level of
responsibility and on competitive compensation practices.
11
Under the 1997 program, Mr. Harad received a payment equal to 81% of his
base salary, as reported in the Summary Compensation Table. The Summary
Compensation Table reflects amounts paid under this variable incentive program.
STOCK OPTIONS
Through the company's 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. The committee has generally granted stock options to plan
participants each year and did so in 1997. All grants have an exercise price
equal to the fair market value of the company's common stock on the date of
grant.
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 15% 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. Harad received a grant of an option to purchase 85,000 shares
of the company's common stock. In determining the number of shares to include in
Mr. Harad's 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. Harad.
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.
EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Ward W. Woods, Jr., Chairman
Anne L. Armstrong
Philip J. Carroll
Paul J. Phoenix
A. William Reynolds
12
PERFORMANCE GRAPH
The following graph compares the five-year cumulative total return (assuming
dividend reinvestment) for the Standard & Poor's 500 index, the Standard &
Poor's paper and forest products company index, and Boise Cascade.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
BOISE CASCADE CORP. PAPER & FOREST PRODUCTS S&P 500 INDEX
1992 $100.00 $100.00 $100.00
1993 $114.17 $110.21 $110.08
1994 $133.11 $114.84 $111.53
1995 $174.45 $126.44 $153.45
1996 $163.26 $139.86 $188.68
1997 $158.32 $149.97 $251.63
BASE PERIOD RETURN RETURN RETURN RETURN RETURN
COMPANY/INDEX NAME 1992 1993 1994 1995 1996 1997
- ---------------------------------------------------------------------------------------------------------------------------
Boise Cascade Corp..................................... $ 100 $ 114.17 $ 133.11 $ 174.45 $ 163.26 $ 158.32
Paper & Forest Products................................ 100 110.21 114.84 126.44 139.86 149.97
S&P 500 Index.......................................... 100 110.08 111.53 153.45 188.68 251.63
- ---------------------------------------------------------------------------------------------------------------------------
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.
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------------------------
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------- AWARDS
-------------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
SALARY($) BONUS($) COMPENSATION($) OPTIONS/SARS(#) COMPENSATION($)
NAME AND PRINCIPAL POSITION YEAR (2) (3) (4) (5) (6)
- --------------------------------------------------------------------------------------------------------------------------------
George J. Harad, 1997 $ 757,377 $ 623,548 $ 0 85,000 $ 69,756
Chairman and 1996 719,382 129,941 499 70,000 95,925
Chief Executive Officer 1995 671,880 838,824 487 77,200 63,904
Peter G. Danis Jr., 1997 464,256 231,804 0 0(1) 63,413
Executive Vice President(1) 1996 422,100 533,952 0 0 56,935
1995 385,800 398,762 839 0 49,684
N. David Spence, 1997 324,006 171,548 135 23,800 43,207
Senior Vice President and General 1996 305,214 41,652 0 22,900 52,130
Manager, Paper Division 1995 278,556 292,262 121 19,700 41,055
Theodore Crumley, 1997 312,900 166,314 0 24,300 40,418
Senior Vice President and Chief 1996 290,202 39,730 349 22,900 49,203
Financial Officer 1995 258,756 274,976 1,117 22,900 37,920
Richard B. Parrish, 1997 290,250 153,448 0 19,900 33,093
Senior Vice President, 1996 277,452 37,487 0 19,700 40,046
Building Products 1995 264,558 274,361 0 19,700 28,236
- --------------------------------------------------------------------------------------------------------------------------------
(1) Mr. Danis is retiring from the company in April 1998. He will remain chief
executive officer, Boise Cascade Office Products Corporation, until his
retirement. All of Mr. Danis' 1997 compensation was paid by Boise Cascade
Office Products Corporation
13
with the exception of certain accruals of above-market interest on executive
officer deferred compensation plans maintained by the company to which he
contributed prior to 1996. During 1997, Mr. Danis was not granted an option
to purchase shares of the company's common stock but was granted an option
by the Compensation Committee of the Boise Cascade Office Products
Corporation board of directors to purchase 81,000 shares of Boise Cascade
Office Products Corporation's common stock under its Key Executive Stock
Option Plan.
(2) Includes amounts deferred under the company's SSRP and Executive Officer
Deferred Compensation Plans and, for Mr. Danis, amounts deferred under the
Boise Cascade Office Products Corporation Deferred Compensation Plans.
(3) Payments, if any, under the company's and Boise Cascade Office Products
Corporation's variable incentive compensation program. See "Executive
Compensation -- Executive 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 or Boise Cascade
Office Products Corporation relating to various executive officer benefits.
The cost incurred by the company during these years for various perquisites
provided to each of the named executive officers is not included in this
column, because the amount did not exceed the lesser of $50,000 or 10% of
the executive's compensation during each year.
(5) Grants under the company's Key Executive Stock Option Plan.
(6) Amounts disclosed in this column include the following:
- -------------------------------------------------------------------------------------------------------------------
COMPANY
MATCHING ACCRUALS OF
CONTRIBUTIONS ABOVE-MARKET
TO THE INTEREST ON COMPANY
EXECUTIVE EXECUTIVE ALLOCATIONS TO COMPANY-
OFFICER OFFICER THE EMPLOYEE PAID PORTION
DEFERRED DEFERRED STOCK OF EXECUTIVE
COMPENSATION COMPENSATION OWNERSHIP OFFICER LIFE
OR SSRP PLANS PLANS BALANCES PLAN INSURANCE
NAME YEAR ($)(*) ($) ($) PROGRAMS ($)
- -------------------------------------------------------------------------------------------------------------------
George J. Harad............... 1997 $ 37,267 $ 15,914 $ 1,800 $ 14,775
1996 65,445 12,884 1,700 15,896
1995 37,635 8,560 2,000 15,709
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
N. David Spence............... 1997 15,358 9,708 1,242 16,899
1996 25,094 8,004 1,088 17,944
1995 15,220 5,630 1,180 19,025
Theodore Crumley.............. 1997 14,811 7,023 1,800 16,784
1996 23,737 5,812 1,700 17,954
1995 14,000 4,026 2,000 17,894
Richard B. Parrish............ 1997 13,765 14,611 1,800 2,917
1996 23,176 12,494 1,700 2,676
1995 14,582 9,145 2,000 2,509
- -------------------------------------------------------------------------------------------------------------------
(*) The company's Executive Officer Deferred Compensation Plans and Boise
Cascade Office Products Corporation's Deferred Compensation Plans are
unfunded plans 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 company's SSRP, in
which employees of Boise Cascade Office Products Corporation may also
participate, 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.
14
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
- -----------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
-------------------------------------------------------------- GRANT DATE
NUMBER OF VALUE
SECURITIES PERCENT OF -----------
UNDERLYING TOTAL OPTIONS/ EXERCISE GRANT DATE
OPTIONS/SARS SARS GRANTED TO OR BASE PRESENT
GRANTED EMPLOYEES IN PRICE EXPIRATION VALUE(3)
NAME (#) FISCAL YEAR ($/SH)(2) DATE ($)
- -----------------------------------------------------------------------------------------------------------------------
George J. Harad........................... 85,000 11.32% $ 36.875 7/25/07 $ 924,800
Peter G. Danis Jr.(1)..................... 0 -- 0 -- 0
N. David Spence........................... 23,800 3.17 36.875 7/25/07 258,944
Theodore Crumley.......................... 24,300 3.24 36.875 7/25/07 264,384
Richard B. Parrish........................ 19,900 2.65 36.875 7/25/07 216,512
Executive officers as a group............. 344,300 45.84 36.77 5/1/07- 3,735,655
12/12/07
Nonofficer employees as a group........... 406,800 54.16 36.97 7/25/07- 4,438,188
9/26/07
- -----------------------------------------------------------------------------------------------------------------------
(1) During 1997, Mr. Danis was not granted an option to purchase shares of the
company's common stock but was granted an option, by the Compensation
Committee of the Boise Cascade Office Products Corporation board of
directors, to purchase 81,000 shares of Boise Cascade Office Products
Corporation's common stock under its Key Executive Stock Option Plan at an
exercise price of $23.375/share. This option had a present value at the
grant date (using the Black-Scholes valuation model with assumptions of
risk-free interest rate of 6.1%, expected option term of 4.2 years, and
stock price volatility of 35%) of $706,320 (BCOP common stock currently pays
no dividends). This grant represents 16.34% of the percent of total option
grants to BCOP employees during 1997.
(2) 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
not exercisable until one year after the date of the grant. Under the plan,
no options may be granted after July 24, 2004. 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.
(3) "Grant Date Value" has been calculated using the Black-Scholes model of
option valuation, with assumptions of: (a) a risk-free interest rate of 6%,
(b) expected stock price volatility of 30%, (c) expected option term of 4.2
years, and (d) expected dividends of $.60/share. Based on this model, the
calculated values of the options on July 24, 1997 (grant date), are $10.88
per share granted. This value does not necessarily represent the amount an
option holder may ultimately realize upon exercise of an option.
The following table sets forth the shares acquired and gross value (without
adjustment for personal income taxes and fees, if any) realized by the top five
executives when they exercised their stock options during 1997 and also states
the year-end gross value of unexercised stock options held by these executives.
AGGREGATE OPTION/SAR EXERCISES FOR 1997 AND 1997 OPTION/SAR VALUES
- -----------------------------------------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/ OPTIONS/SARS AT
SHARES ACQUIRED VALUE SARS AT 12/31/97 (#) 12/31/97 ($)
NAME UPON EXERCISE REALIZED(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
- -----------------------------------------------------------------------------------------------------------------
George J. Harad........ 143,750 $2,363,432 405,400/85,000 $1,556,550/0
Peter G. Danis Jr...... 0 0 56,600/ 0 320,563/0
N. David Spence........ 7,500 37,969 92,700/23,800 218,650/0
Theodore Crumley....... 0 0 87,200/24,300 213,850/0
Richard B. Parrish..... 98,400 1,511,419 27,200/19,900 0/0
- -----------------------------------------------------------------------------------------------------------------
(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, $30.25, exceeded the options'
exercise price.
15
OTHER BENEFIT PLANS
DEFERRED COMPENSATION
Under our 1982 Executive Officer Deferred Compensation Plan, executive
officers elected before January 1, 1987, could defer between 6% and 10% of their
total compensation earned during a period of four years. In addition, each
participant could elect to have an amount up to 3.6% of his or her compensation
imputed to deferrals under the plan in lieu of matching contributions to the
Savings and Supplemental Retirement Plan ("SSRP"). This plan is not funded, and
its cost is largely offset by participant salary deferrals.
The benefit payable to each participant under this plan upon retirement at
age 65 is determined by the amount of salary deferred, any amount we have
contributed, and the number of years to normal retirement age at the time of
contribution. We pay the benefits in equal monthly installments up to 15 years.
Participants may also elect to receive their accrued balance in a lump sum, but
they will incur a 10% penalty and will be suspended from making contributions to
any of our deferred compensation plans for a period of 12 months.
The following table outlines the contributions and benefits under this plan
for the named individuals participating in the plan as of December 31, 1997.
- -----------------------------------------------------------------------------------------------------------------------
PROJECTED
YEARS OF SERVICE
UPON ATTAINMENT PARTICIPANT'S ANNUAL BENEFIT
NAME OF AGE 65 DEFERRAL AT AGE 65
- -----------------------------------------------------------------------------------------------------------------------
George J. Harad................................................. 38 $ 87,225 $ 118,120
Peter G. Danis Jr............................................... 29 91,275 88,152
Richard B. Parrish.............................................. 42 71,343 113,688
- -----------------------------------------------------------------------------------------------------------------------
PENSION PLAN
The estimated annual benefits payable upon retirement at age 65 under this
plan for specified high-five-year average remuneration and years-of-service
classifications are set out in the following table.
PENSION PLAN TABLE
- --------------------------------------------------------------------------------
YEARS OF SERVICE
----------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- --------------------------------------------------------------------------------
$ 200,000 $ 37,500 $ 50,000 $ 62,500 $ 75,000 $ 87,500 $ 100,000
250,000 46,875 62,500 78,125 93,750 109,375 125,000
300,000 56,250 75,000 93,750 112,500 131,250 150,000
400,000 75,000 100,000 125,000 150,000 175,000 200,000
500,000 93,750 125,000 156,250 187,500 218,750 250,000
600,000 112,500 150,000 187,500 225,000 262,500 300,000
700,000 131,250 175,000 218,750 262,500 306,250 350,000
800,000 150,000 200,000 250,000 300,000 350,000 400,000
900,000 168,750 225,000 281,250 337,500 393,750 450,000
1,000,000 187,500 250,000 312,500 375,000 437,500 500,000
- --------------------------------------------------------------------------------
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.
Boise Cascade Office Products Corporation is a participating employer in our
pension plan.
16
Under the plan, "compensation" is the employee's base salary plus any
amounts earned under the company's and Boise Cascade Office Products
Corporation's variable incentive compensation programs (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:
- ----------------------------------------------------------------------------------------------------------------------
NAME COMPENSATION YEARS OF SERVICE
- ----------------------------------------------------------------------------------------------------------------------
George J. Harad................................................................ $ 886,789 27
Peter G. Danis Jr.............................................................. 625,643 30
N. David Spence................................................................ 374,638 21
Theodore Crumley............................................................... 335,891 27
Richard B. Parrish............................................................. 355,241 37
- ----------------------------------------------------------------------------------------------------------------------
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), the plan
restricts our ability or our successor's ability 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,
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.
SUPPLEMENTAL EARLY RETIREMENT PLAN
The Supplemental Early Retirement Plan applies to:
(a) executive officers 55 years old or older,
(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.
EXECUTIVE OFFICER AGREEMENTS
We have entered into agreements with each of our executive officers which
formalize our severance benefits if the executive officer is terminated after a
change in control of the company (as defined in the agreement). The agreements
provide certain severance benefits and protect other benefits that the 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, 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.
17
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. The board of directors believes that the agreements are in the best
interests of our shareholders and the company. Boise Cascade Office Products
Corporation has entered into a similar agreement with Mr. Danis.
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) cash in exchange for cancellation of the officer's stock options, equal
to the net value of the options (determined according to the agreements);
(g) benefits under the Supplemental Early Retirement Plan; and
(h) certain additional retirement and other employee benefits.
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:
- - George J. Harad.............................................. $5,895,283
- - Peter G. Danis Jr............................................ 2,397,777
(from Boise Cascade Office Products Corporation)
- - N. David Spence.............................................. 1,435,134
- - Theodore Crumley............................................. 2,099,405
- - Richard B. Parrish........................................... 1,284,589
(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 and upon the market price of our common stock.
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.
18
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 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 the company (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 becomes 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 $677,129.
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 Boise Cascade Corporation, Corporate Communications
Department, 1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728-0001,
208/384-7990, or through our Internet home page at http://www.bc.com. Our
financial statements are also on file with the Securities and Exchange
Commission, Washington, D.C., and with the New York, Chicago, and Pacific Stock
Exchanges. 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 11, 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 bylaws, as follows:
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 90 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 bylaws.
19
SHAREHOLDER NOMINATIONS FOR DIRECTORS
According to our Restated Certificate of Incorporation and our bylaws, if
you wish to directly nominate a candidate for the board of directors, you must
do so in writing, delivered or mailed to and received by the corporate secretary
not less than 30 days or more than 60 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) each nominee's executed consent 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.
- ----------------------------------------------------------------------------------------------------
NUMBER OF
SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNED CLASS
- ----------------------------------------------------------------------------------------------------
Common Stock, Dodge & Cox Incorporated 3,634,817(1) 6.5%
$2.50 Par Value One, Sansome Street, 35th Floor
San Francisco, CA 94104
Common Stock, FMR Corp. 3,760,574(2) 6.69%
$2.50 Par Value 82 Devonshire Street
Boston, MA 02109
Common Stock, Institutional Capital Corporation 2,812,650(3) 5.0%
$2.50 Par Value Robert H. Lyon
225 West Wacker Drive, Suite 2400
Chicago, IL 60606
Common Stock Morgan Stanley, Dean Witter, Discover & Co. 4,559,130(4) 8.11%
$2.50 Par Value 1585 Broadway
New York, NY 10036
Common Stock, State Street Bank and Trust Company* 6,654,383(5) 11%
$2.50 Par Value, and 225 Franklin Street
Common Stock Boston, MA 02110
Equivalents
----------------------------------------------------------
Convertible Preferred State Street Bank and Trust Company, as Trustee 5,569,684(6) 100%
Stock, Series D for the Boise Cascade Corporation Employee
Stock Ownership Plan (ESOP)
225 Franklin Street
Boston, MA 02110
* Approximately 19.3% of these shares are held by State Street Bank and Trust Company in its
capacity as trustee for the company's employee savings plans.
- ----------------------------------------------------------------------------------------------------
(1) Dodge & Cox Incorporated reported on a Schedule 13G that it was the
beneficial owner of 3,634,817 shares of the company's common stock. This
report indicates that Dodge & Cox Incorporated has sole voting power for
3,229,404 shares, shared voting power for 52,800 shares, and sole investment
power for 3,634,817 shares.
(2) FMR Corp. and related entities reported on a Schedule 13G that they were the
beneficial owners of 3,760,574 shares of the company's common stock. This
report indicates that FMR Corp. has sole voting power for 631,587 shares and
sole investment power for all 3,760,574 shares.
20
(3) Institutional Capital Corporation and Robert H. Lyon reported on a Schedule
13G that they were the beneficial owners of 2,812,650 shares of the
company's common stock. This report indicates that Institutional Capital
Corporation has sole voting power for 2,634,150 shares and sole investment
power for all 2,812,650 shares.
(4) Morgan Stanley, Dean Witter, Discover & Co. reported on a Schedule 13G that
it was the beneficial owner of 4,559,130 shares of the company's common
stock. This report indicates that Morgan Stanley, Dean Witter, Discover &
Co. has shared voting power for 4,443,830 shares and shared investment power
for all 4,559,130 shares.
(5) State Street Bank and Trust Company, as trustee for three of the company's
defined contribution plans and for the Employee Stock Ownership Plan
("ESOP") fund of the Savings and Supplemental Retirement Plan, reported on a
Schedule 13G that it was the beneficial owner of 6,654,383 shares of the
company's common stock. This represents 2,178,752 shares of the company's
common stock and 5,569,684 shares of the company's Convertible Preferred
Stock, Series D (held by the ESOP). The shares of preferred stock held by
the ESOP are convertible into approximately 4,475,631 shares of common stock
(using a conversion ratio of 1 share of preferred stock = .80357 common
shares). Included in the reported shares were 1,283,881 shares of Boise
Cascade common stock held by State Street as trustee for the company's
defined contribution plans, representing approximately 2.1% of the company's
common stock outstanding as of December 31, 1997. The trustee, subject to
participants' instructions, has voting and investment authority for the
shares held in the company's plans and for the ESOP shares. State Street
Bank and Trust Company has sole voting power for 838,505 shares and sole
investment power for 894,871 shares not held as trustee for the company's
benefit plans.
(6) The shares of preferred stock held by the ESOP represent approximately 9% of
the company's voting securities outstanding as of December 31, 1997. For
further information regarding the Series D preferred stock, see footnote (5)
above.
PROXIES AND VOTING AT THE MEETING
As of February 23, 1998 (the record date for determining shareholders
entitled to vote at the meeting), we had the following outstanding voting stock:
- ------------------------------------------------------------------------------------------
NUMBER OF SHARES
TYPE/SERIES OF STOCK OUTSTANDING
- ------------------------------------------------------------------------------------------
Common stock.......................................................... 56,233,036
Convertible preferred stock, Series D................................. 5,550,151
- ------------------------------------------------------------------------------------------
If you hold any outstanding shares of the above 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 Employee Stock Ownership Plan fund of our Savings and
Supplemental Retirement Plan and the Boise Cascade Corporation Common Stock Fund
of our 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 and shares not yet allocated to individual
accounts, in proportion to the instructions received from participants.
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 $20,000, 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.
Karen E. Gowland
Vice President
and Corporate Secretary
March 11, 1998
21
[BOISE CASCADE LOGO]
[RECYCLED LOGO]
This Notice and Proxy Statement is printed on recycled-content
ASPEN-TM- Lightweight Opaque paper produced by
Boise Cascade's papermakers at its St. Helens, Oregon, mill.
This paper is made with no less than 10% postconsumer fiber.
PROXY [LOGO] BOISE CASCADE CORPORATION - 1111 W. Jefferson
Street (83702), P.O. Box 50, Boise, Idaho 83728-0001
ANNUAL MEETING OF SHAREHOLDERS, APRIL 17, 1998
- -------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The shareholder signing this card appoints George J. Harad, John W. Holleran,
and Karen E. Gowland as proxies, each with the power to appoint a substitute.
They are directed to vote all the shareholders' Boise Cascade Corporation
stock held on February 23, 1998, at the company's annual meeting to be held
on April 17, 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
PROPOSALS 2 AND 3.
1. Election of Directors: ANNE L. ARMSTRONG PHILIP J. CARROLL GARY G. MICHAEL A. WILLIAM REYNOLDS
/ / 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
3. Approval of amendment to 1984 Key Executive Stock Option Plan. / / FOR / / AGAINST / / ABSTAIN
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, 2, AND 3
WILL RECEIVE FOR VOTES.
This card provides voting authority for all beneficial holdings of Boise Cascade
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
[LOGO]
BOISE CASCADE CORPORATION
Dear Shareholder:
The Boise Cascade Corporation annual meeting of shareholders will be held at
the Boise Centre on the Grove in Boise, Idaho, at 10 a.m., Mountain daylight
time, April 17, 1998.
Shareholders of record on February 23, 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 Dividend Reinvestment Plan) and
as voting instructions (for Boise Cascade employee savings plan
participants). As "named fiduciaries," participants in the Boise Cascade
Corporation stock funds of the employee savings plans are entitled to provide
voting instructions to the Trustee, using this card, for allocated shares and
a portion of any unvoted or unallocated shares in the savings plan fund(s) 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.
YOUR VOTES ARE CONFIDENTIAL.
Thank you.
(fold and tear along perforation)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PROXY AND VOTING INSTRUCTION CARD BOISE CASCADE CORPORATION
The Board of Directors recommends ANNUAL MEETING OF SHAREHOLDERS
a vote FOR all nominees listed APRIL 17, 1998
below and FOR proposal 2 and 3
1. Election of Directors: ANNE L. ARMSTRONG PHILIP J. CARROLL GARY G. MICHAEL A. WILLIAM REYNOLDS
/ / 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
3. Approval of amendment to 1984 Key Executive Stock Option Plan. / / FOR / / AGAINST / / ABSTAIN
--------------------------------- ---------------
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)
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 CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY AND THESE INSTRUCTIONS ARE APRIL 17, 1998
SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS.
The shareholder signing this card appoints George J. Harad, John W. Holleran,
and Karen E. Gowland 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 Corporation stock held on February 23, 1998,
at the company's annual meeting to be held on April 17, 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 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, 2 and 3
will receive FOR votes.
(To be SIGNED on other side)
ANNUAL MEETING OF SHAREHOLDERS, APRIL 17, 1998
PROXY
FOR THE
CONVERTIBLE PREFERRED STOCK, SERIES D
BOISE CASCADE CORPORATION - 1111 West Jefferson Street
P.O. Box 50
Boise Idaho 83728-0001
- -------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The trustee signing this card appoints George J. Harad, John W. Holleran, and
Karen E. Gowland as proxies, each with the power to appoint a substitute. They
are directed to vote all the shares of Boise Cascade Corporation stock held of
record by the trustee on February 23, 1998, at the company's annual meeting to
be held on April 17, 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
proposals 2 and 3.
1. Election of Directors: ANNE L. ARMSTRONG GARY G. MICHAEL
PHILIP J. CARROLL A. WILLIAM REYNOLDS
FOR: ________ shares
WITHHOLD AUTHORITY: ________ shares
WITHHOLD AUTHORITY for the following nominee(s) only
Anne L. Armstrong ____________ Shares
Philip J. Carroll ____________ Shares
Gary G. Michael ____________ Shares
A. William Reynolds ____________ Shares
2. Appointment of Arthur Andersen LLP as independent accountants for 1998.
SHARES FOR: SHARES AGAINST: SHARES ABSTAINING:
----------- --------------- ------------------
3. Approval of amendment to 1984 Key Executive Stock Option Plan.
SHARES FOR: SHARES AGAINST: SHARES ABSTAINING:
----------- --------------- ------------------
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, 2, AND 3 WILL
RECEIVE FOR VOTES. YOU, AS TRUSTEE, MUST SIGN AND RETURN THIS PROXY FOR THE
PLAN SHARES TO BE COUNTED.
This proxy provides voting authority for all holdings of Boise Cascade
Corporation Convertible Preferred Stock, Series D (ESOP).
Please sign exactly as name appears below. When signing as trustee, give full
title as such.
STATE STREET BANK AND TRUST COMPANY, as 5,550,150.840 Shares
trustee for the Boise Cascade Corporation
Savings and Supplemental Retirement Plan
and Employee Stock Ownership Plan.
Date: April ___, 1998
Signature of Trustee
-------------------------------------
Forward this form to Corporate Election Services,
P.O. Box 1150, Pittsburgh, PA 15230-9954
