As filed with the Securities and Exchange Commission on July 17, 1998
Registration No. 333-_______
____________________________________________________________________________
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, Boise, Idaho 83702
(Address of Principal Executive Offices) (Zip Code)
__________________________________
BOISE CASCADE CORPORATION
1984 KEY EXECUTIVE STOCK OPTION PLAN
(Full title of the plan)
__________________________________
JOHN W. HOLLERAN
Senior Vice President and 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
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share price(1) fee(1)
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Common Stock, 1,500,000 shares $30.75 $46,125,000 $13,606.88
$2.50 par value
Common Stock 1,500,000 shares N/A N/A N/A
Purchase Rights(2)
______________________________________________________________________________
<FN>
(1) The shares of Common Stock being registered will be issued in connection
with the 1984 Key Executive Stock Option Plan. 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.
(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 1984 Key Executive Stock Option
Form S-8 Plan 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, which means that 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, 1997;
2. Interim Report on Form 10-Q for the quarter ended March 31, 1998;
3. Definitive Proxy Statement dated March 11, 1998, used in connection
with the Annual Meeting of Shareholders held on April 17, 1998; 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 Commission 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 writing or
telephoning us at the following address:
Investor Relations Department
Boise Cascade Corporation
P.O. Box 50
Boise, Idaho 83728-0001
208/384-6390
http://www.bc.com
Description of Securities
The securities covered by this Registration Statement consist of a
maximum of 1,500,000 shares of the company's common stock, together with
the related common stock purchase rights.
Interests of Named Experts and Counsel
The audited financial statements incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports which accompany those
statements, and are incorporated by reference in reliance upon the authority
of that firm as experts in accounting and auditing in giving such reports.
The legality of the issuance of the common stock will be passed upon
for us by John W. Holleran, who is our Senior Vice President and General
Counsel. As of June 30, 1998, Mr. Holleran was the beneficial owner of
1,152 shares of our common stock and 834 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.
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.
Our directors and officers are insured, under insurance policies
maintained by the company (subject to the limitations of the policies),
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.
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 and is,
therefore, unenforceable.
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, 1998, incorporated by reference in Boise Cascade
Corporation's Form 10-K for the year ended December 31, 1997, and to all
references to our firm included in this Registration Statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boise, Idaho
July 17, 1998
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, their 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 July 17, 1998.
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 July 17, 1998.
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/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/Jane E. Shaw Director
Jane E. Shaw
/s/Frank A. Shrontz Director
Frank A. Shrontz
/s/Edson W. Spencer Director
Edson W. Spencer
/s/Ward W. Woods, Jr. Director
Ward W. Woods, Jr.
Dated: July 17, 1998
INDEX TO EXHIBITS
Filed With Registration Statement
on Form S-8
_____________________
Number Description Page Number
4 Boise Cascade Corporation 1984 Key Executive
Stock Option Plan, as amended through
December 12, 1997
5 Opinion of John W. Holleran, Senior Vice
President 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) --
28 Inapplicable --
99 Inapplicable --