-----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, QNgBde+IRhYuCXWJ07VDIsZeCE1+9XvcIXeoiMFGZ2vz5tulmjYHhqQFrD+vFlNO DKBRRxSFCPRFpteFwUMfHA== 0000076744-96-000009.txt : 19960509 0000076744-96-000009.hdr.sgml : 19960509 ACCESSION NUMBER: 0000076744-96-000009 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960508 EFFECTIVENESS DATE: 19960508 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAYLESS CASHWAYS INC CENTRAL INDEX KEY: 0000076744 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-LUMBER & OTHER BUILDING MATERIALS DEALERS [5211] IRS NUMBER: 420945849 STATE OF INCORPORATION: IA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-03203 FILM NUMBER: 96557603 BUSINESS ADDRESS: STREET 1: TWO PERSHING SQ 2300 MAIN ST CITY: KANSAS CITY STATE: MO ZIP: 64108 BUSINESS PHONE: 8162346000 S-8 POS 1 1 As filed with the Securities and Exchange Commission on May 6, 1996 Registration No. 33- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 THIS FILING IS MADE TO CORRECT THE FILING MADE YESTERDAY DUE TO THE FACT THAT ALL OF THE DOCUMENT DID NOT TRANSMITTED. FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 PAYLESS CASHWAYS, INC. (Exact name of Registrant as specified in its charter) Iowa 42-0945849 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) Two Pershing Square, 2300 Main Street Kansas City, Missouri 64108 (Address, including zip code, of Registrant's principal executive offices) PAYLESS CASHWAYS, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS (Full Title of the Plan) David Stanley Chairman of the Board and Chief Executive Officer Payless Cashways, Inc. Two Pershing Square, 2300 Main Street Kansas City, Missouri 64108 (816) 234-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service) (Cover page continued on next page) 2 (Cover page continued from preceding page) CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount maximum maximum Amount of Title of securities to be offering price aggregate registration to be registered registered per share offering price fee - ------------------------------------------------------------------------------- Common Stock, par value 250,000 $4.125 $1,031,250 $355.60 $.01 per share shares (1) - ------------------------------------------------------------------------------
(1) To be sold pursuant to the Payless Cashways, Inc. Deferred Compensation Plan for Directors (the "Plan"). (2) Pursuant to Rule 457(h)(1), the aggregate offering price and the amount of the registration fee is computed based on the price of $4.125 per share, the average of the high and low prices of the Registrant's Common Stock on the New York Stock Exchange on May 1, 1996, and assuming that 250,000 shares is the maximum number of the Registrant's securities issuable under the Plan that are covered by the Registration Statement. 3 EXPLANATORY NOTE As permitted by the rules of the Securities and Exchange Commission (the "Commission"), this Registration Statement omits the information specified in Part I of Form S-8. 4 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed with the Commission by Payless Cashways, Inc. (the "Company") (File No. 1-8210) are incorporated in this Registration Statement on Form S-8 (the "Registration Statement") by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended November 25, 1995; 2. The Company's Quarterly Report on Form 10-Q for the quarter ended February 24, 1996; and 3. The description of the Company's Common Stock set forth in Form 8-A Registration Statement dated February 11, 1993. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all of the securities offered then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. ITEM 4: DESCRIPTION OF SECURITIES Not applicable. ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS Article IX of the Restated Articles of Incorporation of the Company states that directors of the Company shall not be liable for monetary damages for breach of fiduciary duty, except directors will remain liable for damages for (i) a breach of their duty of loyalty to the Company or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (iii) any transaction from which the director derived an improper personal benefit; or (iv) violation of Section 490.833 of the Iowa Business Corporation Act, involving unlawful distributions. Article X of the Restated Articles of Incorporation of the Company also provides that the Company shall indemnify and advance expenses to each person who serves as an officer or director of the Company or who serves in similar capacities in another enterprise at the request of the Company ("Eligible Person") to the fullest extent permitted by Iowa law. Under current Iowa law, the Company would be required under Article X (i) to indemnify an Eligible Person for all reasonable expenses of litigation or other legal proceedings when the person successfully defends an action brought against him or her by reason of his/her other service, (ii) to indemnify an Eligible Person for the expenses, judgments, fines and amounts paid in settlement of litigation (other than an action by or in the right of the Company, which hereinafter will be referred to as a "derivative action"), even if the person is not successful if he or she acted in good faith, reasonably believed that the conduct was in the best interests of the Company and is not adjudged liable for improperly receiving a personal benefit (and, if a criminal action, had no reasonable cause to believe the 5 conduct was unlawful), (iii) to indemnify an Eligible Person for reasonable expenses of a derivative action (but not damages or amounts paid in settlement), if the person acted in good faith, reasonably believed that the conduct was in the best interests of the Company and is not adjudged liable for improperly receiving a personal benefit (and, if a criminal action, had no reasonable cause to believe the conduct was unlawful), (iv) to indemnify an Eligible Person, regardless of whether the person meets the standard of conduct described in clauses (ii) and (iii), if a court determines the person is fairly and reasonably entitled to indemnification, and (v) to indemnify any officer who is not a director to such further extent as is consistent with the law. The indemnification described in clauses (ii) and (iii) above may be made only upon a determination that the applicable standard of conduct is met. The determination must be made by a majority of a quorum of disinterested directors, or if a quorum of disinterested directors cannot be obtained, by a majority of a committee of two or more disinterested directors, by independent legal counsel in a written opinion, or by the shareholders. Additionally, under current Iowa law, Article X requires the Company to advance expenses incurred by an Eligible Person in defending an action prior to the final disposition upon a determination that the applicable standard of conduct is met or upon receipt of a written affirmation by the Eligible Person to repay funds advanced if it is ultimately determined that he or she is not entitled to indemnification or a determination is made that the facts then known to those making the determination would not preclude indemnification. In addition, the Company has entered into indemnification agreements (the "Indemnification Agreements") with each of its directors and officers of the Company. The Indemnification Agreements (i) confirm to officers and directors the indemnification provided to them in the Restated Articles of Incorporation of the Company, (ii) provide officers and directors with procedural protections in the event that they are sued in their capacity as director or officer, (iii) provide additional indemnification rights, and (iv) provide contribution rights in the event that indemnification is unavailable or insufficient. The Indemnification Agreements set forth the procedure pursuant to which claims for indemnification are to be handled. The Indemnification Agreements also impose upon the Company the burden of proving that indemnification is not permitted. If the Company is being called upon to provide indemnification, it has the right to defend the lawsuit. The indemnitee has the right to indemnification for separate counsel expenses only if the Company consents, if the Company fails to defend the action, or if there is a conflict of interest between the person indemnified and the Company. The Indemnification Agreements provide that if there is a dispute as to whether a person is entitled to indemnification, then the dispute will be resolved by a court or, at the indemnitee's option, by arbitration. The Indemnification Agreements also provide that the Company will reimburse an indemnified party for all reasonable fees and expenses incurred in any successful action brought to enforce rights or collect moneys due under the Indemnification Agreements. The Indemnification Agreements provide that officers and directors shall be indemnified, in accordance with and to the fullest extent permitted by law, against amounts incurred by them in connection with any action, except a derivative action, in which they become involved by reason of their service as a director, officer, employee or agent of the Company or as a director, officer, employee or agent of any other enterprise when they are serving at the request of the Company. Additional indemnification is also provided pursuant to the non-exclusive language of the Iowa statute, and may include witness-related expenses and party-plaintiff expenses where the person is not suing the Company. In cases where the party is suing the Company, the Indemnification Agreements provide that indemnification will not be provided and no contribution (as described below) will be made (i) to the extent payment is made under an insurance policy, (ii) if payment is required/received other than pursuant to the Indemnification Agreement, (iii) in a derivative action unless the person is not liable, in which case reasonable expenses may be awarded, (iv) for acts or omissions prohibited under Iowa law, or (v) if a court determines that indemnification or contribution is not lawful. The Indemnification Agreements also provide for contribution by the Company to amounts paid in any situation in which the Company and any individual are jointly liable (or would be if the Company were joined in the litigation) if for any reason (except as described above) the additional indemnification is unenforceable or insufficient to hold a party harmless. Contribution could be permitted if indemnification were held to be void for public policy reasons. Contribution is based on the relative 6 benefits to the Company and the individual of the transaction from which liability arose, and on the relative fault in the transaction of the Company and the individual. In comparing relative benefits, the benefit to an individual is presumed not to exceed the individuals' annual salary or compensation, but this presumption does not limit the individual's contributive share based on other equitable factors. The procedure for determining contribution claims is identical to that for indemnification claims. The Indemnification Agreements prohibit the Company from challenging the validity of the provisions thereof. There is in effect for the Company an insurance policy providing directors and officers with indemnification, subject to certain exclusions and to the extent not otherwise indemnified by the Company, against loss (including expenses incurred in the defense of actions, suits or proceedings in connection therewith) arising from any negligent act, error, omission or breach of duty while acting in their capacity as directors and officers of the Company. The policy also reimburses the Company for liability incurred in the indemnification of its directors and officers. ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8: EXHIBITS 4.1 Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 filed as part of Amendment No. 1 to Registration Statement No. 33-58008 on Form S-2 on March 8, 1993) 4.2 By-laws of the Company (incorporated by reference to Exhibit 3.1 filed as part of Payless' Quarterly Report on Form 10-Q for the quarter ended August 27, 1994) 5.1 Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C. 15.1 Letter re unaudited financial information - KPMG Peat Marwick LLP 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Blackwell Sanders Matheny Weary & Lombardi L.C. (included in Exhibit 5.1) 24.1 Powers of Attorney [FN] Incorporated by reference. ITEM 9: UNDERTAKINGS Rule 415 Offering. - ----------------- The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: 7 (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (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; provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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 herein, 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. Incorporation of Subsequent Exchange Act Documents by Reference. - --------------------------------------------------------------- The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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. Form S-8 Registration Statement. - ------------------------------- Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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. 8 SIGNATURES The Registrant. 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 Kansas City, State of Missouri, on May 6, 1996. PAYLESS CASHWAYS, INC. By: /s/ Linda J. French -------------------------------- Linda J. French Senior Vice President- General Counsel/Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- * Chief Executive Officer and May 6, 1996 - ------------------------------------------ David Stanley Chairman of the Board (Principal Executive Officer) * President and Chief Operating May 6, 1996 - ------------------------------------------ Susan M. Stanton Officer and Director * Senior Vice President - May 6, 1996 - ------------------------------------------ Stephen A. Lightstone Finance/Treasurer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) * Director May 6, 1996 - ------------------------------------------ Harold Cohen * Director May 6, 1996 - ------------------------------------------ Scott G. Fossel * Director May 6, 1996 - ------------------------------------------ William A. Hall * Director May 6, 1996 - ------------------------------------------ George Latimer * Director May 6, 1996 - ------------------------------------------ Wayne B. Lyon * Director May 6, 1996 - ------------------------------------------ Gary D. Rose * Director May 6, 1996 - ------------------------------------------ Louis W. Smith 9 * Lead Director May 6, 1996 - ------------------------------------------ Ralph Strangis * Director May 6, 1996 - ------------------------------------------ John H. Weitnauer, Jr. By: /s/ Linda J. French - ------------------------------ as attorney-in-fact for the Linda J. French, above officers and directors Attorney-in-Fact marked by an asterisk.
10 EXHIBIT INDEX ------------- Exhibit Sequentially Number Description of Exhibit Numbered Page - ------- ---------------------- ------------- 4.1 Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 filed as part of Amendment No. 1 to Registration Statement No. 33-58008 on Form S-2 on March 8, 1993) 4.2 By-laws of the Company (incorporated by reference to Exhibit 3.1 filed as part of Payless' Quarterly Report on Form 10-Q for the quarter ended August 27, 1994) 5.1 Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C. 15.1 Letter re unaudited financial information - KPMG Peat Marwick LLP 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Blackwell Sanders Matheny Weary & Lombardi L.C. (included in Exhibit 5.1) 24.1 Powers of Attorney [FN] Incorporated by reference. 11 Exhibit 5.1 ============================================================= LETTERHEAD OF BLACKWELL SANDERS MATHENY WEARY & LOMBARD ============================================================= May 6, 1996 Payless Cashways, Inc. Two Pershing Square 2300 Main Street Kansas City, Missouri 64108 Gentlemen: We refer to the Registration Statement of Payless Cashways, Inc. (the "Company") on Form S-8 filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, 250,000 shares of the Company's Common Stock, par value $.01 per share, to be purchased by participants in the Payless Cashways, Inc. Deferred Compensation Plan for Directors (the "Plan"). We are familiar with the proceedings to date with respect to such proposed sale and have examined such records, documents and matters of law and satisfied ourselves as to such matters of fact as we have considered relevant for the purposes of this opinion. Based upon the foregoing, it is our opinion that the 250,000 shares of Common Stock have been duly authorized, and, when purchased in accordance with the Plan, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours. 12 Exhibit 15.1 ========================================================== LETTERHEAD OF KPMG PEAT MARWICK LLP ========================================================== Payless Cashways, Inc. Kansas City, Missouri Gentlemen: With respect to the subject registration statement on Form S-8, we acknowledge our awareness of the use therein of our report dated March 11, 1996 related to our review of interim financial information. Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not considered a part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Securities Act. /s/ KPMG PEAT MARWICK LLP KPMG PEAT MARWICK LLP Kansas City, Missouri May 6, 1996 13 Exhibit 23.1 ===================================================== LETTERHEAD OF KPMG PEAT MARWICK LLP ===================================================== AUDITORS' CONSENT ------------------------------ The Board of Directors Payless Cashways, Inc. We consent to incorporation by reference in the registration statement on Form S-8 of Payless Cashways, Inc. of our audit reports dated January 9, 1996, relating to the consolidated balance sheets of Payless Cashways, Inc. and subsidiary as of November 25, 1995 and November 26, 1994 and the related consolidated statements of operations, shareholders' equity and cash flows for each of the fiscal years in the three-year period ended November 25, 1995, and the related schedule, which reports appear in the November 25, 1995 annual report on Form 10-K of Payless Cashways, Inc. /s/KPMG PEAT MARWICK LLP Kansas City, Missouri May 6, 1996 114 Exhibit 23.2 CONSENT OF BLACKWELL SANDERS MATHENY WEARY & LOMBARDI L.C. (INCLUDED IN EXHIBIT 5.1) 15 Exhibit 24.1 POWER OF ATTORNEY ------------------------------- I, the undersigned Director and Officer of Payless Cashways, Inc. do hereby name, constitute and appoint Stephen A. Lightstone or Linda J. French, and each of them, my agent and attorney-in-fact, for me and in my behalf as a Director and Officer of Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8 and any amendments thereto, relating to the registration with the Securities and Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection with the Payless Cashways, Inc. Deferred Compensation Plan for Directors. Executed this 18th day of April, 1996. /s/ David Stanley ---------------------------------- David Stanley 16 Exhibit 24.1 POWER OF ATTORNEY ----------------- I, the undersigned Director and Officer of Payless Cashways, Inc. do hereby name, constitute and appoint Stephen A. Lightstone or Linda J. French, and each of them, my agent and attorney-in-fact, for me and in my behalf as a Director and Officer of Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8 and any amendments thereto, relating to the registration with the Securities and Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection with the Payless Cashways, Inc. Deferred Compensation Plan for Directors. Executed this 17h day of April, 1996. /s/ Susan M. Stanton ---------------------------------- Susan M. Stanton 17 Exhibit 24.1 POWER OF ATTORNEY ----------------- I, the undersigned Officer of Payless Cashways, Inc. do hereby name, constitute and appoint Linda J. French, my agent and attorney-in-fact, for me and in my behalf as an Officer of Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8 and any amendments thereto, relating to the registration with the Securities and Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection with the Payless Cashways, Inc. Deferred Compensation Plan for Directors. Executed this 18th day of April, 1996. /s/ Stephen A. Lightstone ---------------------------------- Stephen A. Lightstone 18 Exhibit 24.1 POWER OF ATTORNEY ----------------- I, the undersigned Director of Payless Cashways, Inc. do hereby name, constitute and appoint Stephen A. Lightstone or Linda J. French, and each of them, my agent and attorney-in-fact, for me and in my behalf as a Director of Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8 and any amendments thereto, relating to the registration with the Securities and Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection with the Payless Cashways, Inc. Deferred Compensation Plan for Directors. Executed this 18th day of April, 1996. /s/ Harold Cohen ---------------------------------- Harold Cohen 19 Exhibit 24.1 POWER OF ATTORNEY ----------------- I, the undersigned Director of Payless Cashways, Inc. do hereby name, constitute and appoint Stephen A. Lightstone or Linda J. French, and each of them, my agent and attorney-in-fact, for me and in my behalf as a Director of Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8 and any amendments thereto, relating to the registration with the Securities and Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection with the Payless Cashways, Inc. Deferred Compensation Plan for Directors. Executed this 18th day of April, 1996. /s/ Scott G. Fossel ---------------------------------- Scott G. Fossel 20 Exhibit 24.1 POWER OF ATTORNEY ----------------- I, the undersigned Director of Payless Cashways, Inc. do hereby name, constitute and appoint Stephen A. Lightstone or Linda J. French, and each of them, my agent and attorney-in-fact, for me and in my behalf as a Director of Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8 and any amendments thereto, relating to the registration with the Securities and Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection with the Payless Cashways, Inc. Deferred Compensation Plan for Directors. Executed this 17h day of April, 1996. /s/ William A. Hall ---------------------------------- William A. Hall 21 Exhibit 24.1 POWER OF ATTORNEY ----------------- I, the undersigned Director of Payless Cashways, Inc. do hereby name, constitute and appoint Stephen A. Lightstone or Linda J. French, and each of them, my agent and attorney-in-fact, for me and in my behalf as a Director of Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8 and any amendments thereto, relating to the registration with the Securities and Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection with the Payless Cashways, Inc. Deferred Compensation Plan for Directors. Executed this 18th day of April, 1996. /s/ George Latimer ---------------------------------- George Latimer 22 Exhibit 24.1 POWER OF ATTORNEY ----------------- I, the undersigned Director of Payless Cashways, Inc. do hereby name, constitute and appoint Stephen A. Lightstone or Linda J. French, and each of them, my agent and attorney-in-fact, for me and in my behalf as a Director of Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8 and any amendments thereto, relating to the registration with the Securities and Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection with the Payless Cashways, Inc. Deferred Compensation Plan for Directors. Executed this 18th day of April, 1996. /s/ Wayne B. Lyon ---------------------------------- Wayne B. Lyon 23 Exhibit 24.1 POWER OF ATTORNEY ----------------- I, the undersigned Director of Payless Cashways, Inc. do hereby name, constitute and appoint Stephen A. Lightstone or Linda J. French, and each of them, my agent and attorney-in-fact, for me and in my behalf as a Director of Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8 and any amendments thereto, relating to the registration with the Securities and Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection with the Payless Cashways, Inc. Deferred Compensation Plan for Directors. Executed this 18th day of April, 1996. /s/Gary D. Rose ---------------------------------- Gary D. Rose 24 Exhibit 24.1 POWER OF ATTORNEY ----------------- I, the undersigned Director of Payless Cashways, Inc. do hereby name, constitute and appoint Stephen A. Lightstone or Linda J. French, and each of them, my agent and attorney-in-fact, for me and in my behalf as a Director of Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8 and any amendments thereto, relating to the registration with the Securities and Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection with the Payless Cashways, Inc. Deferred Compensation Plan for Directors. Executed this 18th day of April, 1996. /s/ Louis W. Smith ---------------------------------- Louis W. Smith 24 Exhibit 24.1 POWER OF ATTORNEY ----------------- I, the undersigned Director of Payless Cashways, Inc. do hereby name, constitute and appoint Stephen A. Lightstone or Linda J. French, and each of them, my agent and attorney-in-fact, for me and in my behalf as a Director of Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8 and any amendments thereto, relating to the registration with the Securities and Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection with the Payless Cashways, Inc. Deferred Compensation Plan for Directors. Executed this 18th day of April, 1996. /s/Ralph Strangis ---------------------------------- Ralph Strangis 25 Exhibit 24.1 POWER OF ATTORNEY ----------------- I, the undersigned Director of Payless Cashways, Inc. do hereby name, constitute and appoint Stephen A. Lightstone or Linda J. French, and each of them, my agent and attorney-in-fact, for me and in my behalf as a Director of Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8 and any amendments thereto, relating to the registration with the Securities and Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection with the Payless Cashways, Inc. Deferred Compensation Plan for Directors. Executed this 18th day of April, 1996. /s/ John H. Weitnauer, Jr. ---------------------------------- John H. Weitnauer, Jr. 26 Exhibit 24.1 POWER OF ATTORNEY ----------------- I, the undersigned Officer of Payless Cashways, Inc. do hereby name, constitute and appoint Stephen A. Lightstone, my agent and attorney-in-fact, for me and in my behalf as an Officer of Payless Cashways, Inc., to sign and execute a Registration Statement on Form S-8 and any amendments thereto, relating to the registration with the Securities and Exchange Commission of 250,000 shares of Common Stock, par value $.01 per share, of Payless Cashways, Inc., in connection with the Payless Cashways, Inc. Deferred Compensation Plan for Directors. Executed this 18th day of April, 1996. /s/Linda J. French ---------------------------------- Linda J. French 27 ========================================================= LETTERHEAD OF PAYLESS CASHWAYS, INC. ========================================================= May 6, 1996 Attn: Filer Support U. S. Securities and Exchange Commission Mail Stop 0-7 6432 General Green Way Alexandria, VA 22312 Gentlemen: The Form S-8 Registration Statement of Payless Cashways, Inc. registering 250,000 shares of Common Stock under the Payless Cashways, Inc. Deferred Compensation Plan for Directors is being filed today, via Edgar. The Company wire transferred the filing fee of $355.60 to your account no. 910-8739 at Mellon Bank, Pittsburgh, Pennsylvania, on May 6, 1996. Very truly yours, /s/ Linda J. French Linda J. French Senior Vice President General Counsel/Secretary LJF:dd Enclosures cc: Mr. Robert F. Bartelmes, Esq. Securities and Exchange Commission -----END PRIVACY-ENHANCED MESSAGE-----