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