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NEWS ADVISORY
April 15 ,2002
 

ENRON LESSONS:  SHAREHOLDERS NEED TO GET INVOLVED
Green Investors Seek Management Accountability

For More Information:

Bart Naylor  [GREEN CAP] bartnaylor@aol.com  703.786-7286
John Osborn  [
RR&CC  /  Sierra Club] josbornmd@yahoo.com 509.939-1290
Sam Mace millicoma64@hotmail.com 360-608-4814
Justin Hayes [
Idaho Conservation League] jhayes@wildidaho.org  208-345-6933 ext. 24

In the wake of the Enron corporate collapse, investors associated with the environmental shareholder organization, GREEN CAP, will be offering a series of reforming resolutions at major timber and railroad corporations.  The SEC has approved resolutions for votes at the annual meetings of the following corporations:

April 16  Weyerhaeuser (presenter:  Sam Mace)

April 17    BNSF Railroad (presenter:  Bart Naylor )

April 18   Boise Cascade (presenter:  Justin Hayes)

May 7    Plum Creek (presenter:  Bart Naylor)

May 7   Georgia Pacific (presenter:  Bart Naylor)

May 15   Potlatch (presenter:  John Osborn)

"Enron illustrates a failure of shareholder oversight of management," said Bart Naylor, director of GREEN CAP, and former Chief Investigative Officer of the Senate Banking Committee.  "Green shareholders have a critical role to play in corporate policy--we know that long-term profitability is better served through enlightened environmental practices."

The resolutions were filed according to SEC (Securities and Exchange Commission) regulations, and survived challenges by the company management. These resolutions and their supporting statements are now being considered by shareholders. The resolutions include reforming elections of board members, removing barriers to investor influence on management decisions, and endorsing a set of environmental principles called the CERES Principles (Coalition for Environmentally Responsible Economies).

"Our society is dominated by corporate governments. With 'one share, one vote,' shareholders' oversight can make a huge difference in corporate policy--and our everyday lives," said John Osborn, president of the Railroads & Clearcuts Campaign, and conservation chair for the Northern Rockies Chapter of the Sierra Club.

"With these resolutions, we are asking shareholders to consider reforms that make our companies more responsive and lead to a more enlightened approach to profiting from environmentally sensitive resources," added Bart Naylor.

In 2000 and  2001 investors affiliated with GREEN CAP won resounding victories at Weyerhaeuser, Boise Cascade, and BNSF Railroad.  Management at all three companies declined to implement the changes.

GREEN CAP (Corporate Accountability Project) began in 1995 working to promote shareholder oversight, build bridges with institutional shareholders, and reform corporate governance.  GREEN CAP is a project of the Railroad & Clearcuts Campaign, a nonprofit organization working to champion the public interest in America's railroad land grants through corporate and public land reform, environmental protection and restoration, improving rail transportation, promoting economic health, and righting historic wrongs.

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SCHEDULING & PROXY INFORMATION
 

WEYERHAEUSER

Where: Corporate Headquarters Building, Federal Way, Washington.
When:   9:00 a.m., Tuesday, April 16, 2002

Weyerhaeuser Proxy Statement to Shareholders

Shareholder Resolution / Supporting Statement p. 21-22

RESOLVED: That Weyerhaeuser stockholders urge the Board of Directors take the necessary steps, in compliance with state law, to declassify the Board for the purpose of director elections. The board declassification shall be completed in a manner that does not affect the unexpired terms of directors previously elected."
 

BURLINGTON NORTHERN SANTA FE RAILROAD

Where: at The Fort Worth Club, Horizon Room, 306 West 7th Street, Fort Worth, Texax:
When:  2:00 p.m. on Wednesday, April 17, 2002

BNSF Proxy Statement to Shareholders

BNSF Shareholder Resolution:   Shareholder Rights

RESOLVED: That shareholders urge that the board of directors will solicit shareholder approval for any "shareholder rights" plan that might be adopted, and that if this approval is not granted in the form of a majority of the shares voted, then any rights plan be redeemed.
 

BOISE CASCADE

Where: Powerhouse Event Center   621 South 17th Street  Boise, Idaho
When:  12 noon, Thursday, April 18, 2002

Boise's Proxy Statement to Shareholders

(1) Boise Shareholder Resolution:  Board Declassification

RESOLVED, that the stockholders of Boise Cascade Corp. urge the board to take the necessary steps to amend the Company's Bylaws, in compliance with applicable law, to reorganize itself into one class. The reorganization shall be done in a manner that does not affect the unexpired terms of directors previously elected.

(2) Boise Shareholder Resolution:  Shareholder Rights

RESOLVED: That shareholders urge that the board of directors will solicit shareholder approval for any "shareholder rights" plan that might be adopted, and that if this approval is not granted in the form of a majority of the shares voted, then any rights plan be redeemed.
 

PLUM CREEK TIMBER COMPANY

Where: Washington Athletic Club in Seattle,
When:  9 a.m., Tuesday, May 7, 2002

Plum Creek Proxy Statement to Shareholders

Plum Creek Shareholder Resolution:  Ceres Principles

RESOLVED:  That shareholders request the company to endorse the CERES principles as part of its commitment to be publicly accountable for its environmental impact.
 

GEORGIA PACIFIC

Where: Radisson Riverfront Hotel, 2 Tenth Street, in Augusta, Georgia
When:  11:00 a.m. on Tuesday, May 7, 2002

George Pacific Proxy Statement to Shareholders

Shareholder Resolution / Supporting Statement:  CERES Principles (page 25)

"RESOLVED: Shareholders request the Company to endorse the CERES Principles as a part of its commitment to be publicly accountable for its environmental impact.
 

POTLATCH

Where:  Hotel Lusso, North One Post Street, Spokane, Washington
When:  8 a.m.,  Wednesday May 15, 2002

Potlatch Proxy Statement to Shareholders

Potlatch Shareholder Resolution:  Dividends / Weyerhaeuser Family  (page 20)

RESOLVED: That Shareholders urge the board to prepare a report that explains past and current dividend policy, and alternative plans for future dividends. This report should address the substantial ownership of Potlatch shares by members of the extended Weyerhaeuser family.
 

ADDITIONAL RESOURCES AND INFORMATION:

Change Corporate America for 33 Cents:  A self-help guide to Shareholder Activism

(Appendix 3 contains cross-links)

Railroads & Clearcuts Campaign

A Photographic Essay:  Legacy of Congress's 1864 Northern Pacific Railroad Land Grant