-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QllRt5qbDx1ffFePEMF/zchAJ0Ms4xZJmPkw2GpgHQrf3gCIprC/fIKsmgY+hP6s BCgTvGbyyhULQqUumjoU6w== 0001009881-97-000010.txt : 19970223 0001009881-97-000010.hdr.sgml : 19970223 ACCESSION NUMBER: 0001009881-97-000010 CONFORMED SUBMISSION TYPE: PRRN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970221 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOISE CASCADE CORP CENTRAL INDEX KEY: 0000012978 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 820100960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRRN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05057 FILM NUMBER: 97540942 BUSINESS ADDRESS: STREET 1: ONE JEFFERSON SQ STREET 2: P O BOX 50 CITY: BOISE STATE: ID ZIP: 83702 BUSINESS PHONE: 2083846161 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED FOOD & COMMERCIAL WORKERS UNION LOCAL 99R CENTRAL INDEX KEY: 0001009881 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: PRRN14A BUSINESS ADDRESS: STREET 1: C/O DAVIS COWELL & BOWE STREET 2: 100 VAN NESS AVENUE 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94102 BUSINESS PHONE: 4156261880 MAIL ADDRESS: STREET 1: C/O DAVIS COWELL & BOWE STREET 2: 100 VAN NESS AVENUE 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94102 PRRN14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [ X ] Check the appropriate box: [ X ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) BOISE CASCADE - ----------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - ----------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) United Food & Commercial Workers Union Local 99R Payment of Filing Fee (Check the appropriate box): [ X ] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a- 6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed UFCW 99R 2401 N. Central Ave., 2nd fl. Phoenix AZ 85004 (602) 572-2149 Sent to shareholders: Feb. __, 1997 SHAREHOLDER SOLICITATION FOR PROPOSAL FOR ANNUAL ELECTION OF ALL DIRECTORS (BOARD DECLASSIFICATION) at BOISE CASCADE CORPORATION Annual Stockholders Meeting April 18, 1997, 10:00 a.m. Boise Center on the Grove 850 W. Front Street Boise, ID Dear Fellow Boise Cascade Shareholder: We write to alert you to an upcoming vote on our shareholder proposal recommending the company declassify its board of directors (that is, have all directors elected annually). Boise Cascade has a "classified" or "staggered" board, meaning each year shareholders only get to vote on one-third of the seats on the board. Recently several companies have moved to declassify their board, such as Mead Paper and Union Pacific. In 1996, shareholder proposals recommending declassification received more support on average than ever before, averaging 42.4% at 59 companies. Proposals against staggered board passed at Alumax, General Instrument, Liz Claiborne, Rowan and Stride Rite. They received a majority of shares voted at 4 other companies. Many companies have annual election of all directors, including Hewlett-Packard and U.S. Bancorp. Wayne Huizenga, co- founder of Blockbuster and Waste Management (WMX), has the following views on staggered boards, according to The Making of a Blockbuster (by Business Week reporter Gail DeGeorge, 1996, at p. 211): He didn't believe in staggered boards, golden parachutes, poison pills, or any of the other anti-takeover remedies adopted by U.S. corporations. "The best thing for shareholders to if someone wants to come in and make a run at the company, let them make a run. Run the price up, that's what my job was * * * All these chairmen that want to put this in place and that in place, they all want to save their jobs. I don't care about my job.FN1 FN1: Neither Huizenga nor DeGeorge are participants in this solicitation. They have not been consulted regarding this quotation nor consented thereto. In our view, a director is more likely to be responsive to shareholder interests if he or she must answer annually to the shareholders rather than every third year. Under a classified board, even if a majority of shareholders wanted to replace the whole board, that would likely take 3 years to fully accomplish. Our proposal is as follows: RESOLVED, that shareholders recommend the Company have all directors stand for election annually (in other words, declassify its board of directors). In opposing our proposal, other companies' managements have criticized our organization. In our view this is simply an effort to distract you from voting for something in your own interest. VOTING PROCEDURE AND VOTING RIGHTS We have asked management to include this proposal in the proxy card it will send you, but do not know whether it will do so. We intend to circulate our own proxy card in support of the proposal once management releases the information necessary for us to prepare such a card (names of nominees for election, etc.). This card will be accompanied by a revised proxy statement. You may revoke a proxy vote any time before the tally by (1) executing a later proxy card; (2) appearing at the meeting to vote, or (3) delivering the proxyholder or the Company's secretary written notice of revocation prior to the date of the meeting. We will keep the content of all cards we receive confidential from everyone except our staff, except that at the meeting our cards must be presented to the company's tabulator in order to be counted. The proposal is advisory in nature and cannot be implemented without Board approval. Each share of common stock will be entitled to one vote on each matter coming before the meeting. To be approved, the proposal would have to receive more affirmative votes than negative for shares represented at the meeting. SOLICITATION The sole participants in this solicitation are being borne by United Food & Commercial Workers Local 99 (which owns 42 shares of company common stock), and members of its staff (not owners themselves). UFCW 99 will bear the costs of this solicitation, expected to be $2,000. We represent employees in the Arizona retail food industry, and are in negotiations over a successor contract for one Albertson's store. We are organizing other Albertson's stores over management opposition in what we feel are improper forms. FN2 Albertson's director John Carley is a director of BC's Office Products subsidiary. Albertson's director John Fery is BC's retired Chairman. We do not ask for your support in the labor dispute and do not believe it relevant to how you should vote on a corporate governance proposal. Even if these labor problems are resolved, we will present your proxy cards at the shareholders meeting. Last year we pursued similar shareholder proposals at other companies with board connections to Albertson's, and will do again this year. We will present governance proposals at Heritage Media, TIS Mortgage, Pier 1 and Questar, which have an Albertson's director on their boards. FN2: For example, Albertson's management has used the workplace to campaign against us while refusing us access, even to break rooms. It refuses to use expeditious union recognition procedures (used by it in other locations), instead insisting on Labor Board procedures which are time-consuming and expensive to shareholders. RECORD DATE/SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS/EXECUTIVE COMPENSATION/ELECTION OF DIRECTORS Information on these subjects will be contained in management's upcoming proxy statement. SHAREHOLDER PROPOSALS FOR 1998 MEETING Shareholders owning over $1,000 in stock for over one year have the right to have a proposal included in management's proxy statement. The deadline to submit such proposals to the Company is probably __________. The exact date will appear in management's upcoming statement. PLEASE VOTE FOR THE SHAREHOLDER PROPOSAL FOR ANNUAL ELECTION OF ALL DIRECTORS (BOARD DECLASSIFICATION). Sincerely, William McDonough President UFCW 99 -----END PRIVACY-ENHANCED MESSAGE-----