As filed with the Securities and Exchange Commission on September 2, 1999
Registration No. 333-_____
___________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________________________
BOISE CASCADE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 82-0100960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728-0001
(Address of Principal Executive Offices) (Zip Code)
_________________________________
BOISE CASCADE CORPORATION
KEY EXECUTIVE PERFORMANCE PLAN FOR EXECUTIVE OFFICERS
(Full title of the plan)
_________________________________
JOHN W. HOLLERAN
Senior Vice President, Human Resources, & General Counsel
Boise Cascade Corporation
Post Office Box 50
Boise, Idaho 83728-0001
(Name and address of agent for service)
_________________________________
208/384-6161
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to Price per Offering Registration
To be Registered be Registered Share Price(1) Fee(1)
___________________________________________________________________________
Common Stock, 100,000 shares )
$2.50 par value )
) Indeterminable $3,700,000 $1,091.50
Stock Units to Indeterminable )
be Credited to
Participants' Accounts
Under the Registrant's
Key Executive Performance
Plan for Executive Officers
Common Stock 100,000 shares N/A N/A N/A
Purchase Rights(2)
___________________________________________________________________________
(1) The shares of Common Stock being registered will be issued in
connection with the Key Executive Performance Plan for Executive Officers.
The aggregate offering price and registration fee have been calculated in
accordance with 17 C.F.R. 230.457(h) and in accordance with Section 6(b) of
the Securities Act of 1933. The average of the high and low prices for the
Common Stock reported in the consolidated reporting system used for this
purpose on August 31, 1999, was $37.00 per share.
(2) Rights are evidenced by certificates for shares of the Common Stock
and automatically trade with such Common Stock.
___________________________________________________________________________
BOISE CASCADE CORPORATION
Cross-reference sheet
Item in Page or Caption in Key Executive Performance Plan
Form S-8 for Executive Officers Registration Statement
1........ Inapplicable
2........ Inapplicable
3........ Incorporation of Documents by Reference
4........ Description of Securities
5........ Interests of Named Experts and Counsel
6........ Indemnification of Directors and Officers
7........ Inapplicable
8........ Exhibits
9........ Undertakings
Incorporation of Documents by Reference
The SEC allows us to "incorporate by reference" the information we
file with them. This means we can disclose important information to you by
referring you to those documents. The information incorporated by
reference is considered part of this Registration Statement, and later
information filed with the SEC will update and supersede this information.
We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934:
1. Annual Report on Form 10-K for the year ended December 31, 1998;
2. Interim Reports on Form 10-Q for the quarters ended March 31 and
June 30, 1999;
3. Definitive Proxy Statement dated March 11, 1999, used in
connection with the Annual Meeting of Shareholders held on
April 15, 1999; and
4. The description of the company's common stock which appears on
pages 19 to 22 of its Registration Statement on Form 10 filed with
the SEC on April 5, 1965, and in the amendments thereto on Form 8
dated May 24, 1965, and March 4, 1986.
You may request a copy of these filings, at no cost, by contacting us
at the following:
Investor Relations Department
Boise Cascade Corporation
P.O. Box 50
Boise, Idaho 83728-0001
(208) 384-6390
e-mail: bcweb@bc.com
Description of Securities
The securities covered by this Registration Statement consist of a
maximum of 100,000 shares of the company's common stock, together with the
related common stock purchase rights. The registration of these shares
will allow the common stock to be:
(a) issued to a participant in accordance with the terms of the plan
and his or her election under the Deferral Election Form;
(b) transferred to the trustee of the company's Deferred Compensation
and Benefits Trust in connection with a potential or actual change
in control of the company as set out in the plan provisions; and
(c) freely sold, transferred, or exchanged (without further
registration) by the trustee or participant following any
distribution under (a) or (b).
The stock units covered by this Registration Statement are notional
units credited to participants' accounts based on the amount of their
performance award, if any, elected to be deferred under this method,
accrued dividends, and any company match. Each stock unit is equal in
value to one share of the company's common stock.
Interests of Named Experts and Counsel
The audited financial statements incorporated by reference in this
Registration Statement were audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report accompanying the
statements. These financial statements are incorporated by reference in
reliance upon the authority of that firm in giving such reports as experts
in accounting and auditing.
The legality of the issuance of the common stock is being passed upon
for us by John W. Holleran, our Senior Vice President, Human Resources, and
General Counsel. As of June 30, 1999, Mr. Holleran was the beneficial
owner of 1,200 shares of our common stock and 915 shares of our Convertible
Preferred Stock, Series D, in the Employee Stock Option Plan. Mr. Holleran
holds options to purchase shares of our common stock under a company stock
option plan and holds stock units under the 1995 Executive Officer Deferred
Compensation Plan.
Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware authorizes the
company to indemnify its directors and officers under specified
circumstances. Our Restated Certificate of Incorporation and bylaws provide
that we shall indemnify, to the extent permitted by Delaware law, our
directors, officers, and employees against liabilities (including expenses,
judgments, and settlements) incurred by them in connection with any actual
or threatened action, suit, or proceeding to which they are or may become
parties and which arise out of their status as directors, officers, or
employees. The company has also entered into agreements with each director
to indemnify him or her to the fullest extent permitted by Delaware law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling the company pursuant to the above provisions, we have been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
of 1933. These provisions are, therefore, unenforceable.
Our directors and officers are insured, under insurance policies
maintained by the company, against certain expenses incurred in the defense
of actions, suits, or proceedings and certain liabilities which might be
imposed as a result of such actions, suits, or proceedings, to which they
are parties by reason of being or having been directors or officers
(subject to policy limitations).
Exhibits
Required exhibits are listed in the Index to Exhibits and are
incorporated by reference.
Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) Not applicable.
(ii) Not applicable.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
4. Not applicable.
5. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
6. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report
dated January 29, 1999, incorporated by reference in Boise Cascade
Corporation's Form 10-K for the year ended December 31, 1998, and to all
references to our firm included in this Registration Statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boise, Idaho
September 2, 1999
Power of Attorney
Each person whose signature appears below appoints George J. Harad and
John W. Holleran, and each of them severally, acting alone and without the
other, his true and lawful attorney-in-fact with authority to execute in
the name of each such person and to file with the Securities and Exchange
Commission, together with any exhibits and other documents, any and all
amendments (including post-effective amendments) to this Registration
Statement necessary or advisable to enable the company to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof,
which amendments may make such other changes in the Registration Statement
as the aforesaid attorney-in-fact executing the same deems appropriate.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Boise, state of Idaho, on
September 2, 1999.
BOISE CASCADE CORPORATION
By /s/George J. Harad
George J. Harad
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 2, 1999.
Signature Title
/s/George J. Harad Chairman of the Board and
George J. Harad Chief Executive Officer
(Principal Executive Officer)
/s/Theodore Crumley Senior Vice President and
Theodore Crumley Chief Financial Officer
(Principal Financial Officer)
/s/Thomas E. Carlile Vice President and Controller
Thomas E. Carlile (Principal Accounting Officer)
Signature Title
A Majority of the Directors
/s/George J. Harad Director
George J. Harad
/s/Anne L. Armstrong Director
Anne L. Armstrong
/s/Philip J. Carroll Director
Philip J. Carroll
/s/Rakesh Gangwal Director
Rakesh Gangwal
/s/Edward E. Hagenlocker Director
Edward E. Hagenlocker
/s/Robert K. Jaedicke Director
Robert K. Jaedicke
/s/Donald S. Macdonald Director
Donald S. Macdonald
/s/Gary G. Michael Director
Gary G. Michael
/s/Paul J. Phoenix Director
Paul J. Phoenix
/s/A. William Reynolds Director
A. William Reynolds
/s/Francesca Ruiz de Luzuriaga Director
Francesca Ruiz de Luzuriaga
/s/Jane E. Shaw Director
Jane E. Shaw
/s/Frank A. Shrontz Director
Frank A. Shrontz
/s/Ward W. Woods, Jr. Director
Ward W. Woods, Jr.
Dated: September 2, 1999
INDEX TO EXHIBITS
Filed With Registration Statement
on Form S-8
_____________________
Number Description Page Number
4 Boise Cascade Corporation Key Executive
Performance Plan for Executive Officers,
as amended through December 10, 1998, and
Restated June 16, 1999
5 Opinion of John W. Holleran, Senior Vice
President, Human Resources, and General
Counsel for the Company
15 Inapplicable
23.1 Consent of Independent Public Accountants
(included in Registration Statement)
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (included on signature page)
99 Inapplicable
EXHIBIT 4
BOISE CASCADE CORPORATION
KEY EXECUTIVE PERFORMANCE PLAN
FOR EXECUTIVE OFFICERS
(As Amended Through December 10, 1998,
and Restated July 19, 1999)
BOISE CASCADE CORPORATION
KEY EXECUTIVE PERFORMANCE PLAN FOR EXECUTIVE OFFICERS
1. Purpose of the Plan. The Boise Cascade Corporation Key Executive
Performance Plan for Executive Officers (the "Plan") is designed to
recognize the contribution made by Executive Officers in optimizing the
long-term value to the shareholders of Boise Cascade Corporation (the
"Company") and to provide Plan participants with an opportunity to
supplement their retirement income through deferrals of awards made under
the Plan. The Plan is intended to be subject to and comply with the
requirements of the Employee Retirement Income Security Act of 1974, as
amended (ERISA) , and is an unfunded plan providing deferred compensation
for a select group of senior management or highly compensated employees.
2. Definitions. For purposes of this Plan, the following terms
shall have the meanings set forth below:
2.1 "Award" or "Corporate Performance Award" shall mean a
payment made under the Plan, or a payment earned but deferred according to
the terms of a Participant's deferral election under Section 8 of this
Plan, based on the Corporate Performance Award Criteria ("Criteria") and/or
the Division or Location Performance Measures ("Measures") applicable to
the Award Period for which the Award is made. Within 90 days of the
beginning of each Award Period, the Committee shall establish the specific
Criteria and/or Measures to be achieved by the Company in order for
Participants to earn a Corporate Performance Award. The Committee shall
establish a mathematical formula pursuant to which an Award, equal to a
specified percentage of a Participant's salary, shall be earned upon the
attainment of specific levels of the applicable Criteria and/or Measures.
This formula may take into account Criteria and/or Measures achieved in
prior Award Periods. The Criteria and/or Measures and formula, once
established, shall continue for subsequent Award Periods unless modified by
the Committee. The Criteria and/or Measures applicable to an Award Period,
and the formula pursuant to which Award amounts shall be determined, shall
be selected and published within 90 days from the beginning of the Award
Period. No Award may be paid to a Participant in excess of $2.5 million
for any single Award Period. In the event an Award is earned under the
Criteria and/or Measures in effect for an Award Period in excess of
$2.5 million, the amount of the Award in excess of this amount shall be
deferred in accordance with Section 8 of this Plan.
2.2 "Award Period" shall mean a period of one year, commencing
each January 1 and ending on the following December 31.
2.3 "Base Salary" shall mean a Participant's annual pay rate at
the end of the Award Period without taking into account (i) any deferrals
of income, (ii) any incentive compensation, or (iii) any other benefits
paid or provided under any of the Company's other employee benefit plans.
2.4 "Capital" shall mean the net investment employed in the
operations of the Company, adjusted for LIFO inventory, present value of
operating leases, goodwill amortization, major capital projects, and major
nonrecurring adjustments.
2.5 "Capital Charge" shall mean the deemed opportunity cost of
employing Capital for the Company calculated as follows: Capital Charge =
average Capital x Pretax Required Rate of Return.
2.6 "Change in Control" shall mean a Change in Control of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended ("Exchange Act"), or any successor provisions,
whether or not the Company is then subject to such reporting requirement;
provided that, without limitation, such a Change in Control shall be deemed
to have occurred if:
(a) Any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities acquired
directly from the Company or its affiliates other than in connection with
the acquisition by the Company or its affiliates of a business)
representing 20% or more of either the then outstanding shares of common
stock of the Company or the combined voting power of the Company's then
outstanding securities; or
(b) The following individuals cease for any reason to
constitute at least 66 2/3% of the number of directors then serving:
individuals who, on the date hereof, constitute the Board and any new
director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or nomination for
election by the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were
directors on the date hereof or whose appointment, election, or nomination
for election was previously so approved (the "Continuing Directors"); or
(c) The stockholders of the Company approve a merger or
consolidation of the Company with any other corporation or approve the
issuance of voting securities of the Company in connection with a merger or
consolidation of the Company (or any direct or indirect subsidiary of the
Company) pursuant to applicable stock exchange requirements, other than
(i) a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity or any
parent thereof), in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of the Company,
at least 66 2/3% of the combined voting power of the voting securities of
the Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (ii) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities acquired
directly from the Company or its subsidiaries other than in connection with
the acquisition by the Company or its subsidiaries of a business)
representing 20% or more of either the then outstanding shares of common
stock of the Company or the combined voting power of the Company's then
outstanding securities; or
(d) The stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or an agreement for the
sale or disposition by the Company of all or substantially all of the
Company's assets, other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity, at least 66 2/3% of
the combined voting power of the voting securities of which are owned by
Persons in substantially the same proportions as their ownership of the
Company immediately prior to such sale.
Notwithstanding the foregoing, any event or transaction
which would otherwise constitute a Change in Control of the Company (a
"Transaction") shall not constitute a Change in Control of the Company if,
in connection with the Transaction, a Participant participates as an equity
investor in the acquiring entity or any of its affiliates (the "Acquiror").
For purposes of the preceding sentence, a Participant shall not be deemed
to have participated as an equity investor in the Acquiror by virtue of
(i) obtaining beneficial ownership of any equity interest in the Acquiror
as a result of the grant to a Participant of an incentive compensation
award under one or more incentive plans of the Acquiror (including but not
limited to the conversion in connection with the Transaction of incentive
compensation awards of the Company into incentive compensation awards of
the Acquiror), on terms and conditions substantially equivalent to those
applicable to other executives of the Company immediately prior to the
Transaction, after taking into account normal differences attributable to
job responsibilities, title, and the like; (ii) obtaining beneficial
ownership of any equity interest in the Acquiror on terms and conditions
substantially equivalent to those obtained in the Transaction by all other
stockholders of the Company; or (iii) having obtained an incidental equity
ownership in the Acquiror prior to and not in anticipation of the
Transaction.
For purposes of this section, "Beneficial Owner" shall have
the meaning set forth in Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as modified and used
in Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) the Company or any of its subsidiaries, (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company
or any of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock
of the Company.
2.7 "Committee" shall mean the Executive compensation Committee
of the board of directors of the Company.
2.8 "Corporate Performance Award Criteria" shall mean the
attainment of specified levels of Return on Equity ("ROE"), Return on Total
Capital ("ROTC"), Economic Value Added ("EVA"), Earnings Per Share ("EPS"),
and/or Net Income ("NI") selected by the Committee.
2.9 "Deferred Compensation and Benefits Trust" shall mean the
irrevocable trust established by the Company with an independent trustee
for the benefit of persons entitled to receive payments or benefits
hereunder, the assets of which trust will be subject to claims of the
Company's creditors in the event of bankruptcy or insolvency.
The Deferred Compensation and Benefits Trust shall contain
the following provisions:
(a) If a Change in Control of the Company does not occur
within one year after the Potential Change in Control, the Company may
reclaim the assets transferred to the trustee subject to the requirement
that it be again funded upon the occurrence of another Potential Change in
Control.
(b) Upon a Change in Control, the assets of the Deferred
Compensation and Benefits Trust shall be used to pay benefits under this
Plan, except to the extent such benefits are paid by the Company, and the
Company and any successor shall continue to be liable for the ultimate
payment of those benefits.
(c) The Deferred Compensation and Benefits Trust will be
terminated upon the exhaustion of the trust assets or upon payment of all
the Company's obligations.
(d) The Deferred Compensation and Benefits Trust shall
contain other appropriate terms and conditions consistent with the purposes
sought to be accomplished by it. Prior to a Change in Control, the
Deferred Compensation and Benefits Trust may be amended from time to time
by the Company, but no such amendment may substantially alter any of the
provisions set out in the preceding paragraphs.
2.10 "Division or Location Performance Measures" shall mean the
attainment by division(s) and/or location(s) (at the division and/or
location level) of specified levels of Pretax Return on Total Capital
("PROTC"), EVA, safety, quality, costs, operating efficiency, sales,
production, and/or product mix as determined by the Committee.
2.11 "Earnings Per Share" shall mean the Company's Net Income
and excluding preferred dividends, divided by average shares outstanding as
reported in the Company's published financial statements, and adjusted for
major nonrecurring and nonoperating expense and income items, as determined
by the Committee, based on the facts and circumstances involved. Earnings
Per Share shall be on a fully diluted basis if required to be reported on
this basis under generally accepted accounting principles; otherwise,
Earnings Per Share shall be primary Earnings Per Share.
2.12 "Economic Value Added" shall mean the excess NOPBT that
remains after subtracting the Capital Charge, expressed as follows:
EVA = NOPBT - Capital Charge
2.13 "Executive Officers" shall mean the Company's Chief
Executive Officer, President, and any Executive Vice President, Senior Vice
President, Vice President and the Corporate Secretary, Treasurer, or
Controller of the Company.
2.14 "Net Income" shall mean the Company's income after taxes as
reported in the Company's published financial statements for the applicable
Award Period. Net Income shall be adjusted for major nonrecurring and
nonoperating income or expense items, as determined by the Committee, based
on the facts and circumstances involved.
2.15 "Net operating Profit Before Tax" ("NOPBT) shall mean the
before tax operating income of the Company for the Award Period.
2.16 "Participant" shall mean a person who is an Executive
Officer of the Company at the beginning of an Award Period or who is
elected an Executive Officer by the Company's Board of Directors (the
"Board") during an Award Period who is identified by the Company and
Committee as being eligible to be a Participant for such Award Period and
who timely signs and returns to the Company a participation letter (or
similar document) in such form as is approved by the Company.
2.17 "Potential Change in Control of the Company" shall be
deemed to have occurred if (i) the Company enters into an agreement, the
consummation of which would result in the occurrence of a Change in Control
of the Company; (ii) the Company or any Person publicly announces an
intention to take or to consider taking actions which if consummated would
constitute a Change in Control of the Company; (iii) any Person becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
representing 9.5% or more of either the then outstanding shares of common
stock of the Company or the combined voting power of the Company's then
outstanding securities; or (iv) the Board adopts a resolution to the effect
that a Potential Change in Control of the Company has occurred.
For purposes of this section, "Beneficial Owner" shall have
the meaning set forth in Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as modified and used
in Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) the Company or any of its subsidiaries, (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company
or any of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock
of the Company.
2.18 "Pretax Required Rate of Return" (also commonly known as
the "cost of capital") shall mean the pretax required rate of return
percentage including adjustment for business risk and for debt to equity
structure, as determined by the Committee for the Award Period.
2.19 "Retirement" shall mean termination of employment with the
Company, other than as the result of death, total and permanent disability,
or for "Disciplinary Reasons" (as that term is used for purposes of
Corporate Policy 10.2) on or after attainment of age 55 with ten or more
Years of Service as defined in the Company's Pension Plan for Salaried
Employees.
2.20 "Return on Equity" shall mean the Company's Net Income,
divided by average shareholders' equity.
2.21 "Return on Total Capital" shall be the Company's Net Income
divided by the average Total Capital, as reported in the Company's
published financial statements for the applicable Award Period.
2.22 "Stock Unit" shall mean a notional account unit equal in
value to one share of the Company's common stock.
3. Determination of Awards. As soon as practical after the
conclusion of each Award Period, the Committee shall review and evaluate
the Corporate Performance Award Criteria applicable to the Award Period in
light of the Company's performance measured in accordance with such
criteria, and shall determine whether the criteria have been satisfied. If
satisfied, the Committee shall so certify in a written statement, and shall
apply the criteria to determine the percentage amount of the Award for each
Participant.
4. Payment of Awards. Payment of Awards, less withholding taxes,
shall be made to Participants as soon as practical following the
Committee's certification that the applicable Award Criteria have been
satisfied and upon determination of the amount of each Award. Funding of
Awards under this Plan shall be out of the general assets of the Company.
Payment of Awards for which a deferral election has been made by a
Participant pursuant to Section 8 hereof shall be made in accordance with
the Participant' s deferral election. Notwithstanding the foregoing, no
payments shall be made under this Plan unless the material terms of the
Plan have been approved by a majority vote of the Company's shareholders
voting with respect to such matters.
5. Administration and Interpretation of the Plan. The Committee
shall have the sole discretion, responsibility, and authority to carry out
all actions with respect to administration and interpretation of the Plan.
Any interpretation by the Committee shall be final and binding on the
Participants. The Committee shall have sole discretion to determine any
and all questions of fact relating to or arising in connection with the
Plan, including but not limited to questions of eligibility and benefits
under the Plan. The Committee shall have sole discretion to construe any
and all terms or conditions of the Plan and to make determinations and
administrative decisions regarding the intent, meaning, application, and
effect of any and all aspects of the Plan. The Committee may adopt such
rules and regulations relating to the Plan as it may deem necessary for the
administration of the Plan. The Committee may delegate its
responsibilities hereunder to Company employees, advisors, or other persons
who are not members of the Committee, and may rely upon information or
opinions of legal counsel or experts selected to render advice with respect
to the Plan. Any delegate of the Committee hereunder shall have the
absolute discretionary authority vested in the Committee with respect to
such delegated responsibilities unless limited in writing by the Committee.
6. Participation in the Plan. Executive officers of the Company may
become Participants in accordance with the terms of the Plan at any time
during the Award Period, as provided in Section 2.16. If an Executive
Officer becomes a Participant at any time other than at the commencement of
an Award Period, the amount of his or her Award under the Corporate
Performance Award Criteria of the Plan shall be prorated on the basis of
the number of days during the Award Period that he or she is a Participant
compared to the total number of calendar days in the Award Period.
At such time as an Executive Officer becomes a Participant in
this Plan, he or she shall be eligible to be a Participant in all
subsequent Award Periods under the Plan until he or she ceases to be an
Executive Officer of the Company, his or her employment with the Company
terminates, he or she is excluded from participation by the Committee, or
he or she fails to sign a participation letter as provided in Section 2.16.
If a person becomes a Participant under this Plan and is also a
Participant under the Company's Key Executive Performance Plan for Key
Executives or any similar incentive plan for the same Award Period, such
Participant will also be eligible to receive a pro rata Award under the Key
Executive Performance Plan for Key Executives or such other plan, in
accordance with the terms of such plan, at the end of the Award Period.
7. Treatment of Awards Upon Retirement, Disability, Death,
Reassignment or Termination. A Participant who (a) retires (including
early retirement as defined under the Company's qualified pension plan for
salaried employees and retirement under the Company's Supplemental Early
Retirement Plan for Executive Officers), (b) becomes totally disabled,
(c) dies, or (d) terminates employment as a direct result of the sale or
permanent closure of a division or facility of the Company, or as a direct
result of a merger, reorganization, sale, or restructuring of all or part
of the Company, will cease to be a Participant in the Plan as of the day of
the occurrence of such event. In this event, the Participant (or his or
her designated beneficiary or estate in the case of death) shall receive a
pro rata Award under the Plan (if one is paid), based on the number of days
during the Award Period the person was a Participant in the Plan compared
to the total number of days in the Award Period. This prorated Award shall
be paid to the Participant (or his or her designated beneficiary or estate
in the case of death) as soon as practical after the conclusion of the
Award Period. Any award to be paid pursuant to clause (d) above shall be
calculated based on the corporate Performance Award Criteria applicable to
the Award Period through the date of the occurrence of such event, and
shall be calculated as though such event had not occurred.
If a Participant is excluded from participation by decision of
the Committee during an Award Period, the Participant shall cease
participation as of the date of such decision and shall receive a prorated
Award for the Award Period (if one is paid). The calculation and payment
of this prorated award will be made in the same manner as that of a
Participant who has retired, become permanently disabled, or died.
Participants who otherwise terminate their employment with the
Company during an Award Period, whether voluntarily or involuntarily, with
or without cause, shall not be eligible to receive any Award for the Award
Period, unless payment of an Award to such Participant is approved by the
Committee.
8. Deferral of Awards. A Participant may elect to defer receipt of
all or any portion of any Corporate Performance Award made under the Plan
to a future date as provided in this Section 8, provided the amount to be
so deferred exceeds $2,000. A Participant who has earned an Award in
excess of $2.5 million for an Award period shall be required to defer the
portion of the Award which exceeds $2.5 million. If a Participant timely
elects to defer receipt of all or a portion of his or her Award, the
amount of such deferred Award will be credited to an account on the
Company's books maintained for the executive for purposes of this Plan (the
"Deferred Bonus Account"). Notwithstanding Section 6 of this Plan, if a
Participant has made a deferral election under this or any other Company
incentive plan for a plan year, the deferral election shall be applied to
all incentive plan Awards for the plan year and all amounts so deferred
shall be credited to the Deferred Bonus Account under this Plan and subject
to the terms of this Section 8. Deferred Bonus Accounts shall not be
funded and shall represent unfunded and unsecured obligations of the
Company. Participants shall be unsecured general creditors of the Company
with respect to such Deferred Bonus Accounts.
8.1 Eligible Participants may elect to defer receipt of their
Award (if any) for any Award Period, in accordance with and subject to the
following:
(a) Prior to September 30 of the Award Period for which a
deferral election is to be effective, the Participant must sign and return
to the Company a completed Deferral Election Form, which shall specify
(1) the percentage or amount of the Award to be deferred; (2) the form of
payment (lump sum or installment) applicable to the Award; and (3) the date
on which payment of the deferred Award is to commence. Elections hereunder
shall be irrevocable except as otherwise provided in the Plan.
(b) The Participant's Deferred Bonus Account will be
credited, in accordance with the Participant's election, with either
(A) the amount of the deferral plus nominal interest accruing thereon from
the effective date of the deferral at a rate determined annually by the
Company (which shall not be less than the prime rate offered by the Bank of
America NT & SA each January 1 (an "Interest Account") or (B) Participant
Stock Units in the amount of the deferral, plus Company Matching Stock
Units and Dividend Equivalent Stock Units as described below (a "Stock Unit
Account").
(1) An election to have a Deferred Bonus Account
credited with Stock Units must be made by the Participant no later than
January 31 of the year in which payment of the Award would be made absent a
deferral election. If a Participant timely elects to have his or her
Deferred Bonus Account credited with Stock Units, the Participant's
Deferred Bonus Account shall be credited, on the date on which the Award
would otherwise have been paid pursuant to the Plan, with the number of
Stock Units equal to (A) 100% of the amount of such deferred compensation
("Participant Stock Units") plus (B) 25% of the amount of such deferred
compensation ("Company Matching Stock Units"), with each Stock Unit value
based on the closing price of the Company's common stock on the New York
Stock Exchange ("NYSE") on that date (or, if the common stock is not traded
on the NYSE on such date, on the immediately preceding trading day). Each
Stock Unit in a Participant's Deferred Bonus Account shall thereafter have
a value equal to the market value of one share of the Company's common
stock. Except as provided in subparagraphs (4) and (5) hereof, Stock Units
must be held for a minimum period of six months from the date on which such
Stock Units are first credited to the Participant's account. Stock Units
may not be sold, transferred, assigned, alienated, or pledged by any
Participant.
(2) On each dividend payment date for the common
stock, additional Stock Units shall be credited to each Participant's
Deferred Bonus Account ("Dividend Equivalent Stock Units"). Dividend
Equivalent Stock Units shall (A) be equal in value to the imputed dividend
on each Stock Unit credited to the Participant's account as of the record
date for such dividend; (B) be allocated, as appropriate, to either the
Participant Stock Units or the Company Matching Stock Units credited to the
Participant's Deferred Bonus Account; and (C) vest in accordance with the
vesting of the underlying Stock Units to which they are allocated.
(3) A Participant shall be fully vested in his or her
Participant Stock Units, including allocated Dividend Equivalent Stock
Units, at all times. Vesting in Company Matching Stock Units, including
allocated Dividend Equivalent Stock Units, shall be as follows: (A) 100%
upon the Participant's death, permanent and total disability, or
Retirement; (B) 100% upon a Change in Control; (C) 100% upon the
Participant's involuntary termination (other than a termination for
"Disciplinary Reasons" as that term is used in Corporate Policy 10.2) or
termination as a direct result of the sale or permanent closure of a
facility, operating unit, or division of the Company; or (D) in any other
case, 20% (cumulative) on each anniversary of the date the Participant's
account was first credited with Stock Units under this Plan.
(4) Upon the occurrence of a Potential Change in
Control, shares of Common Stock equal to the number of Stock Units in all
Participants' Deferred Bonus Accounts shall be transferred to the Trustee
of the Deferred Compensation and Benefits Trust to be held in accordance
with the terms of that Trust and this Plan. Upon a Change in Control, all
Stock Units credited to a Participant's Deferred Bonus Account shall be
converted to Stock Units of equivalent value payable in the common stock of
the successor entity to the Company, as follows: if the Change in Control
involves the merger or sale of the entire Company or a tender offer for all
the outstanding Common Stock, conversion shall be at the conversion, sale,
or exchange price applicable to the Common Stock in connection with such
Change in Control. Shares of Common Stock held by the Trustee shall be
converted to shares of common stock of the successor entity (if any) at the
same conversion value as described in this subsection. Following a Change
in Control and after public disclosure of at least 30 days financial
results of the consolidated entity, each Participant may elect, at any time
or from time to time, to convert all or any portion of his or her Stock
Unit Account to a dollar equivalent and have such amount credited to the
Interest Account in the Participant's Deferred Bonus Account. If a
Participant makes such an election, the Trustee shall sell, into the open
market, shares of stock attributable to such Participant's Deferred Bonus
Account as previously acquired and held pursuant to this subsection, and
shall hold, invest, and reinvest the proceeds of such sale in accordance
with the terms of the Deferred Compensation and Benefits Trust. If the
Change in Control does not involve the merger or sale of the entire Company
or a tender offer for all the outstanding Common Stock, Stock Units shall
be converted to a dollar equivalent at the highest trading price of the
Company's Common Stock during the 20-day period immediately preceding the
date of the Change in Control and credited to the Participants' Interest
Account(s).
(5) If the Participant's Deferred Bonus Account is
credited with Stock Units, the Participant shall be paid the value of all
vested Stock Units in his or her Deferred Bonus Account in accordance with
the Participant's election under Section 8.1(a) above and in the form of
the Company's Common Stock (or, if applicable, in accordance with
subsection (4) above). Such payment shall be consistent with the payment
election made by the Participant pursuant to Section 8.1(a) above. If a
Participant's Deferred Bonus Account is credited with Stock Units and the
Participant terminates employment and is eligible for a distribution but
shares of Common Stock are not then available for distribution, the Company
may elect, in its sole discretion, to delay the distribution until such
shares become available.
(c) If any payment is made from an executive's Deferred
Bonus Account during a year, interest or Dividend Equivalent Stock Units,
as appropriate, will be credited to the account on the portion so paid up
to the end of the month preceding the month in which payment occurs.
(d) An executive's Deferred Bonus Account for a given Plan
year will be paid to the executive in a lump sum on one of the following
dates:
(1) The date selected by the executive in the
applicable Deferral Agreement, or
(2) January 1 of the year following the executive's
normal or early retirement if no earlier date has been selected previously
by the executive.
In lieu of lump-sum payment, an executive may elect to
receive payment in consecutive equal annual installments over a period not
exceeding ten years commencing with the date the executive selects in the
applicable Deferral Agreement.
(e) Earlier payment of Deferred Bonus Account balances
will be made only in accordance with Plan provisions permitting hardship or
other early withdrawals, waiting periods, and account limitations, and
penalties will apply as set forth in the Plan.
(f) Any amounts deferred shall not be considered as
compensation for pension purposes or for purposes of the Company's Savings
and Supplemental Retirement Plan. However, any resulting reduction in a
Participant's pension benefit will be provided from the Company's unfunded
supplemental pension plan.
8.2 Except as otherwise provided herein, election to defer
payment of an award is irrevocable.
8.3 If an executive terminates for any reason other than
retirement or death, the Company will pay to such terminated employee his
or her Deferred Bonus Account in full in the month following the month of
termination. The amount of such Deferred Bonus Account to be distributed
will be determined in accordance with paragraph 8.1.b.
8.4 If an executive terminates because of death or if an
executive dies after his or her normal or early retirement and there is an
unpaid balance in his or her Deferred Bonus Account, the executive's
Deferred Bonus Account or unpaid balance thereof will be paid by the
Company to the executive's designated beneficiary or beneficiaries in the
month following the month in which the executive's death occurs. The
amount of such Deferred Bonus Account or unpaid balance thereof to be
distributed will be determined in accordance with paragraph 8.1.c.
8.5 An executive must designate the beneficiary or
beneficiaries who are to receive his or her Deferred Bonus Account in the
event of the executive's death. The beneficiary designation shall be made
on the Beneficiary Designation form and may be changed at any time upon
written notice to the Company. If an executive has not designated a
beneficiary or beneficiaries or if all the designated beneficiaries are
deceased, the Deferred Bonus Account will be paid to the executive's
estate.
8.6 Distributions of Interest Accounts may be made in
accordance with the provisions of this Section 8, notwithstanding a
Participant's Deferral Election Form.
8.6.1 Hardship Termination and Distribution. In the event
of serious and unanticipated financial hardship, a Participant may request
a lump-sum distribution of all or a portion of his or her Interest Account
balance. The Participant making a hardship distribution request under this
section shall document, to the Company's satisfaction, that distribution of
his or her Interest Account is necessary to satisfy an unanticipated,
immediate, and serious financial need and that the Participant does not
have access to other funds, including proceeds of any loans sufficient to
satisfy the need. Upon receipt of a request under this section, the
Company may, in its sole discretion, distribute all or a portion of the
Participant's account balance in a lump sum, to the extent such
distribution is necessary to satisfy the financial need. The Participant
shall sign all documentation requested by the Company relating to any such
distribution, and any Participant who receives a hardship distribution
under this paragraph may not make deferrals of Awards for a minimum of
12 months following the date of any distribution.
8.6.2 Early Distribution with Penalty. Notwithstanding
any provision in this Plan to the contrary, a Participant or beneficiary
may, at any time, request a single lump-sum payment of the amount credited
to an Interest Account or accounts of the Participant under the Plan. The
amount of the payment shall be equal to (i) the Participant's accumulated
Interest Account balance under the Plan as of the payment date, reduced by
(ii) an amount equal to 10% of such accumulated account balance. This
lump-sum payment shall be subject to withholding of federal, state, and
other taxes to the extent applicable. This request must be made in writing
to the Company. The lump-sum payment shall be made within 30 days of the
date on which the Company receives the request for the distribution. If a
request is made under this provision, the Participant shall not be eligible
to participate in any nonqualified deferred compensation plan maintained by
the Company, including the deferral option under this Plan, for a period of
12 months after such request is made. In addition, in this event, any
deferred compensation agreement under any nonqualified deferred
compensation plan of the Company shall not be effective with respect to
compensation payable to the Participant during this 12-month period.
8.6.3 Distribution Upon Extraordinary Events. In the
event any Participant who has reached retirement age terminates employment
with the Company as a direct result of the sale or divestiture of a
facility, operating division, or reduction in force in connection with any
reorganization of the Company's operations or staff, such Participant may
request distribution of his or her entire Interest Account balance. Upon
receipt of such a request for distribution under this section, the Company
may, in its sole discretion, elect whether to approve or deny the request.
If the Company approves a request under this section, distribution of the
Participant's account shall occur no later than the January 1 of the year
following the year during which such termination of employment occurs.
8.6.4 Small Account Distributions. In the event a
Participant terminates employment with the Company for any reason and the
Participant's benefit under this Plan is less than either (i) $5,000 in
lump sum present value, calculated in accordance with reasonable
assumptions, or (ii) the monthly payment under the benefit payment option
selected by the Participant is less than $75 per month, such Participant
may request distribution of his or her entire account balance. Upon
receipt of a request for distribution under this section, the Company may,
in its sole discretion, elect whether to approve or deny the request. If
the request is approved, the Company shall close the Participant's account
and distribute the Participant's entire account balance in a single lump
sum. Any distribution under this paragraph shall be made no later than
January 1 of the year following the year in which such termination of
employment occurs.
8.7 A Participant who has previously submitted an election
regarding payment of a Deferred Bonus Account and who subsequently wishes
to change that election may submit a written request to change the election
to Boise Cascade. Such request must specify, subject to the limits of the
Plan, (i) either a lump-sum payment or annual installments and (ii) a date
at least one year later than the date originally elected for such payments
to commence and terminate. Such requests must be received by the Company
at least 30 days prior to January 1 of the year in which the executive
previously elected to have the payments commence. Boise Cascade, in its
sole and absolute discretion, may accept or reject such application. No
change will be permitted that would allow payment of a deferral Award
earlier than originally elected.
8.8 Once an award is made to an executive, it cannot be revoked
or modified by the Company and will be paid in accordance with the election
made and in accordance with the terms of this Plan.
8.9 The Deferred Bonus Account of an executive, or any part
thereof, shall not be assignable or transferable by an executive, either
before or after normal or early retirement, other than to a properly
designated beneficiary or beneficiaries or by will or the laws of descent
and distribution. During the lifetime of an executive, payments of a
Deferred Bonus Account will be made only to the executive.
8.10 An executive who takes early retirement at the request of
the Company may, on that account, change any outstanding deferral election
under this Plan at any time between the date on which he or she is so
requested to take retirement and the effective date of such early
retirement.
8.11 The Company believes, but does not represent or guarantee,
that a deferral election made in accordance with the terms of the Plan is
effective to defer the receipt of taxable income. Each executive should
consider his or her own financial situation and tax implications prior to
electing to defer an Award. Deferral elections are at the sole discretion
of each executive and the Company makes no representation regarding the tax
or legal consequences of such deferral elections. Executives should
consult an attorney or an accountant familiar with the federal income and
estate tax laws, as well as their local laws, regarding the tax
implications of a deferred Award in their individual cases.
8.12 This deferral option applies only to Participants in those
countries where tax statutes recognize voluntary compensation deferral
programs that are consistent with the terms of this Plan.
8.13 Participants and their beneficiaries, heirs, successors,
and assigns shall have no legal or equitable right, interest, or claim in
any property or assets of the Company. Such assets of the Company shall
not be held under any trust for the benefit of Participants, their
beneficiaries, heirs, successors, or assigns or held in any way as
collateral security for the fulfilling of obligations of the Company under
this Plan. Any and all Company assets shall be and remain the general,
unpledged, unrestricted assets of the Company. The Company's obligation
under this Plan shall be an unfunded and unsecured promise of the Company
to pay money in the future.
9. Deferred Compensation and Benefits Trust. Upon the occurrence of
any Potential Change in Control of the Company, the Company shall transfer
to the Deferred Compensation and Benefits Trust an amount of cash,
marketable securities, or other property acceptable to the trustee(s) equal
in value to 105% of the amount necessary to pay the Company's obligations
under this Agreement, calculated on an actuarial basis and in accordance
with the terms of the Trust (the "Funding Amount"), provided, however, the
Company shall transfer shares of its common stock equivalent in number to
the number of Stock Units credited to Participants under Section 8.1 hereof
in lieu of transferring cash or other property in satisfaction of its
funding obligations under this Section 9. The cash, marketable securities,
and other property so transferred shall be held, managed, and disbursed by
the trustee(s) subject to and in accordance with the terms of the Trust.
In addition, from time to time the Company shall make any and all
additional transfers of cash, marketable securities, or other property
acceptable to the trustee(s) as may be necessary in order to maintain the
Funding Amount with respect to this Plan.
10. Miscellaneous.
10.1 Assignability. A Participant's right and interest under
the Plan may not be assigned or transferred, except in the event of the
Participant's death, in which event such right and interest shall be
transferred to his or her designated beneficiary, or in the absence of a
designation of beneficiary, by will or in accordance with the laws of
descent and distribution of the state of the Participant's principal
residence at the time of death.
10.2 Employment Not Guaranteed. Neither this Plan nor any
description of benefits, company policy or practice, or any action taken
hereunder creates a contract of employment, and shall under no
circumstances be construed as giving a Participant a right to be or remain
as an Executive Officer or an employee of the Company for any period. Any
Executive Officer or Participant is employed solely at the will of the
Company, and his or her employment may be terminated at any time by the
Company, with or without cause or reason, notwithstanding any provision in
this Plan, any description of benefits, or any company policy or practice
which may be construed to the contrary.
10.3 Taxes. The Company shall deduct from all Corporate
Performance Awards or Individual Performance Awards all applicable federal
and state taxes required by law to be withheld from such Corporate
Financial Performance Awards or Discretionary Individual Performance
Awards. Participants may, upon written request to the Company, request
additional amounts to be withheld from any Award.
10.4 Construction and Jurisdiction. The Plan shall be construed
according to the laws of the state of Idaho. In the event any lawsuit or
legal action is brought, by any party, person, or entity regarding this
Plan, benefits hereunder, or any related issue, such action or suit may be
brought only in Federal District Court in the District of Idaho.
10.5 Form of Communication. Any election, application, claim,
notice or other communication required or permitted to be made by a
Participant to the Committee or Company shall be made in writing and in
such form as the Company shall prescribe. Such communication shall be
effective upon its receipt by the Company, if sent by first-class mail,
postage prepaid and addressed to Manager of Executive Compensation, Boise
Cascade Corporation, 1111 West Jefferson Street (83702), P.O. Box 50,
Boise, Idaho 83728-0001.
11. Amendment and Termination. The Committee may amend or terminate
the Plan, at any time, provided that the Committee may not amend or
terminate the Plan so as to adversely affect any benefits earned or accrued
by Participants prior to the date of the amendment or termination. All
actions of the Committee in this regard shall be evidenced by a duly
adopted resolution or consent action of the Committee.
12. Claims Procedure. Claims for benefits under the Plan shall be
filed in writing, within 90 days after the event giving rise to a claim,
with the Company's Manager of Executive Compensation, who shall have
absolute discretion to interpret and apply the Plan, evaluate the facts and
circumstances, and make a determination with respect to such claim in the
name and on behalf of the Committee. Such written notice of a claim shall
include a statement of all facts believed by the Participant to be relevant
to the claim and shall include copies of all documents, materials, or other
evidence that the Participant believes relevant to such claim. Written
notice of the disposition of a claim shall be furnished the claimant within
90 days after the application is filed. This 90-day period may be extended
an additional 90 days by the Committee, in its sole discretion, by
providing written notice of such extension to the claimant prior to the
expiration of the original 90-day period. In the event the claim is
denied, the specific reasons for such denial shall be set forth in writing,
pertinent provisions of the Plan shall be cited and, where appropriate, an
explanation as to how the claimant may perfect the claim or submit such
claim for review will be provided.
13. Claims Review Procedure. Any Participant, former Participant or
Beneficiary of either, who has been denied a benefit claim under Section 12
hereof shall be entitled, upon written request, to a review of his or her
denied claim. Such request, together with a written statement of the
claimant's position, shall be filed no later than 60 days after receipt of
the written notification provided for in Section 12, and shall be filed
with the Company's Manager of Executive Compensation, who shall promptly
inform the Committee and forward all such material to the Committee for its
review. The Committee may meet in person or by telephone to review any
such denied claim. The Committee shall make its decision, in writing,
within 60 days after receipt of the claimant's request for review. The
Committee's written decision shall state the facts and plan provisions upon
which its decision is based. The Committee's decision shall be final and
binding on all parties. This 60-day period may be extended an additional
60 days by the Committee, in its discretion, by providing written notice of
such extension to the claimant prior to the expiration of the original
60-day period.
14. Effective Date. The Plan shall become effective on January 1,
1995, provided it is approved by the Company's shareholders at the 1995
annual meeting of shareholders.
1111 W. Jefferson Street John W. Holleran Exhibit 5
P.O. Box 50 Senior Vice President
Boise, Idaho 83728-0001 Human Resources and
208/384-7704 General Counsel
Fax: 208/384-4912
JWHOLLERAN@BC.COM
September 2, 1999
Securities and Exchange Commission
Attention: Division of Corporation Finance
450 Fifth Street, NW
Washington, DC 20549
Subject: Common Stock Issuable Under the Boise Cascade Corporation Key
Executive Performance Plan for Executive Officers
Ladies and Gentlemen:
I am the Senior Vice President, Human Resources, and General Counsel of
Boise Cascade Corporation, a Delaware corporation. In that capacity, I
represent the company in connection with the preparation and filing with
the SEC of a Registration Statement on Form S-8 relating to the
registration of 100,000 shares of the company's common stock to be issued
under the Key Executive Performance Plan for Executive Officers (the
"KEPP"). I reviewed originals (or copies) of certified or otherwise
satisfactorily identified documents, corporate and other records,
certificates, and papers as I deemed it necessary to examine for the
purpose of this opinion.
Based on the foregoing, it is my opinion that shares of common stock which
are issued under the KEPP will, when sold, be validly issued, fully paid,
and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement. I also consent to the references to me therein under the
heading "Interests of Named Experts and Counsel." In giving this consent,
however, I do not admit that I am within the category of persons whose
consent is required by Section 7 of the Securities Act of 1933.
Very truly yours,
John W. Holleran
JWH:jas