<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(Mark one)
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Commission file number 2-23666
------------------------------
CASCADE CORPORATION
AN OREGON CORPORATION
I.R.S. Employer Identification Number 93-0136592
2020 S.W. 4th Avenue
Portland, Oregon 97201
503-227-0024
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Not applicable
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common stock: Over the counter market
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
State the aggregate market value of the voting stock held by non-affiliates
of the registrant as of March 31, 1996: $169,528,032. As of this date there
were 394 shareholders, including blocks of shares held by various
depositories. It is the Company's belief that when the shares held by the
depositories are attributed to the beneficial owners the total number of
shareholders exceeds 2,000.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the close of the latest practicable date:
Common shares outstanding - 11,896,704, net of treasury shares.
DOCUMENTS INCORPORATED BY REFERENCE
Definitive Proxy Statement dated April 10, 1996-Parts I and III
1995 Annual Report to Shareholders-Part II
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<PAGE>
TABLE OF CONTENTS
Page
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PART I
ITEM 1. BUSINESS 1
Products and Marketing 1
Competition 1
Customers and Suppliers 1
Patents and Licenses 2
Research and Development 2
Foreign Operations 2
ITEM 2. PROPERTIES 2
ITEM 3. LEGAL PROCEEDINGS 3
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 3
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS 3
ITEM 6. SELECTED FINANCIAL DATA 4
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 4
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 6
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 6
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 6
ITEM 11. EXECUTIVE COMPENSATION 6
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT 7
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 7
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K 7
SIGNATURES 8
NOTE: All references to the fiscal year (i.e. Fiscal 1993, 1994 and 1995) refer
to the period ended January 31 of the year subsequent to the fiscal year (i.e.
January 31, 1994, January 31, 1995, and January 31, 1996).
<PAGE>
PART I
ITEM 1. BUSINESS
PRODUCTS AND MARKETING
Cascade Corporation and its subsidiaries ("the Company") are engaged in the
business of designing, manufacturing and selling hydraulically actuated
equipment used almost exclusively in materials handling applications. Products
include lift truck attachments, masts, hose reels, hydraulic cylinders and
replacement parts for the aforementioned products. The Company's manufacturing
activities are conducted in its plants at Portland, Oregon; Springfield, Ohio;
Warner Robins, Georgia and Westminster, South Carolina. Subsidiaries also
conduct manufacturing activities in The Netherlands and the United Kingdom.
Subsidiaries conduct sales, engineering and warehousing operations in Canada,
China, Korea, Germany, France, Finland, Spain, Sweden, South Africa and Japan.
Executive offices are in Portland, Oregon. There are 1,103 people employed by
the Company and its subsidiaries.
The Company manufactures an extensive line of hydraulically actuated
attachments designed for mounting on industrial lift trucks. The primary
function of these products is to increase the scope and efficiency of materials
handling applications normally performed by lift trucks. The Company presently
offers a wide variety of functionally different attachments, each of which has
several models, capacities and optional combinations. These attachments have
been designed to clamp, lift, rotate, push, pull, tilt and sideshift a variety
of loads such as appliances, paper rolls, baled materials, textiles, beverage
containers, drums, canned goods, bricks, masonry blocks, lumber, plywood and
boxed, packaged, palletized and containerized products of virtually all types.
During the last five years, attachments, masts and hose reels have
accounted for 72% to 78% of the Company's consolidated sales. During this same
period, hydraulic cylinders accounted for approximately 8% to 19% of the
Company's consolidated sales. Replacement parts and other sales amounted to
approximately 9% to 14% of total sales between 1991 and 1995.
The Company's lift truck attachments, masts and hose reels are sold to
equipment dealers and manufacturers. Products are marketed throughout the
United States, Canada, Latin America, Europe, the Middle East, Australia, New
Zealand, South Africa and Asia.
Hydraulic cylinders are used primarily as components to transmit power in
lift trucks and other types of machinery and industrial equipment. A
substantial number of cylinders are utilized in the Company's proprietary lift
truck attachments and masts. In the United Kingdom, hydraulic cylinders are also
sold to manufacturers of various types of materials handling and other mobile
equipment, usually through negotiations with the customer's purchasing and
engineering departments.
COMPETITION
The Company believes that in all marketing areas, it is one of the leading
independent suppliers of hydraulically actuated materials handling equipment
designed for mounting on industrial lift trucks. Several of the lift truck
manufacturers, who are customers of the Company, are also competitors in varying
degrees to the extent that they manufacture a portion of their attachment
requirements. Since the Company offers a broad line of attachments capable of
supplying a significant part of the total requirements for the entire lift truck
industry, it believes that its relatively high unit volume results in lower
costs which would be difficult for any individual lift truck manufacturer to
achieve.
The Company's order backlog for all products at January 31, 1996, 1995 and
1994 was approximately $24,560,000, $27,010,000 and $16,520,000 respectively.
At January 31, 1996 approximately 88% (84% and 83% at January 31, 1995 and 1994)
of the order backlog was due for delivery within 60 days and substantially all
within six months.
CUSTOMERS AND SUPPLIERS
Since the Company deals with lift truck manufacturers and their dealers, a
substantial portion of its sales are made to the approximately ten major
companies in the industry. NACCO Industries Inc., is the company's single
largest customer. Sales to it and its subsidiaries, Hyster Company and Yale
Materials Handling Inc., were 9.7%, 10.8% and 9.8% of consolidated sales during
the years ended January 31, 1996, 1995 and 1994, respectively.
1
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The Company purchases materials and components necessary to produce its
products from many different suppliers. The principal items purchased are
rolled products from steel mills, unfinished castings and forgings, hydraulic
motors and hardware items such as fasteners, rollers, hydraulic seals and hose
assemblies. With few exceptions, all raw materials are available from several
domestic and foreign suppliers.
PATENTS AND LICENSES
Patents have been a relatively unimportant factor in the development of the
Company's business. While the Company holds rights under numerous patents, it
believes that the business is not, to any significant degree, dependent on any
patent or group of patents.
RESEARCH AND DEVELOPMENT
Most of the Company's research and product development activities are
performed in a 28,000 square-foot product development center in Portland,
Oregon. The corporate engineering staff develops and designs almost all the
products sold by the Company. This staff numbers approximately 64 engineers and
is continually involved in developing new products and applications in the
materials handling field and improving existing product lines. Consolidated
expenditures for engineering research and development activities in fiscal
years ended January 31, 1996, 1995 and 1994 were approximately $4,700,000,
$4,500,000 and $3,680,000 respectively. Substantially all such activities were
sponsored by the Company and its subsidiaries.
FOREIGN OPERATIONS
Cascade N.V. was organized in The Netherlands in 1958 and is engaged in the
business of manufacturing and marketing hydraulically actuated lift truck
attachments. This subsidiary presently has warehouse, sales and service
facilities in Dusseldorf, Germany; Paris, France; Vantaa, Finland; Barcelona,
Spain and Helsingborg, Sweden. Cascade N.V. and its subsidiaries have 209
employees.
Cascade (U.K.) Ltd. was incorporated in the United Kingdom in 1967 and
manufactures and markets hydraulic cylinders and lift truck attachments. This
subsidiary employs 197 people.
Cascade (Canada) Inc. was incorporated in Canada in 1970 and presently
conducts marketing and limited engineering and manufacturing activities from
Toronto, Ontario. This subsidiary presently employs 43 people.
Cascade Corporation (Africa) Pty. Limited, employing 8 people, was
organized in 1967 in South Africa and its activities consist of sales,
engineering and warehousing.
Cascade (Japan) Ltd. was incorporated under the laws of Oregon in 1967, and
carries on engineering, sales and distribution activities in the Japanese
domestic market. A portion of this subsidiary's sales are produced by local
subcontractors. This subsidiary employs 22 people.
Cascade Korea Limited was incorporated under the laws of the Republic of
Korea in 1990. Its activities are limited to sales and service. Cascade Korea
Limited employs 3 people.
Cascade Xiamen was incorporated in 1995 as a wholly owned foreign
enterprise under the laws in the People's Republic of China. This subsidiary
carries on sales, service and manufacturing activities and employs 21 people.
There are no material risks attendant to the Company's foreign operations
other than those incidental to the regular course of business. For further
information about foreign operations, see Note 8 on page 14 of the 1995 Annual
Report to Shareholders.
ITEM 2. PROPERTIES
The Company owns and leases various types of properties located throughout
the continental United States, Europe, Canada, Australia, South Africa, China
and Japan. Of the above mentioned properties, the following are considered
principal facilities:
2
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<TABLE>
<CAPTION>
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Building
Square Land
Location Footage Acreage Type of Activity
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<S> <C> <C> <C> <C>
United States
Portland, Oregon Leased 6,000 Office
Portland, Oregon Owned 150,000 48 Manufacturing, Engineering
Research, Office
Springfield, Ohio Owned 185,000 10 Manufacturing, Office
Warner Robins, Georgia Owned 62,000 20 Manufacturing, Office
Westminster, South Carolina Owned 110,000 52 Manufacturing, Office
Europe
Almere, The Netherlands Owned 129,000 3 Manufacturing, Office
Almere, The Netherlands Owned 18,000 1 *
Diemen, The Netherlands Owned 47,000 2 *
Hoorn, The Netherlands Owned 44,000 3 Manufacturing, Office
Dusseldorf, Germany Leased 15,000 2 Warehouse, Office
Paris, France Owned 6,000 2 Warehouse, Office
Newcastle, United Kingdom Owned 88,000 8 Manufacturing, Office
Sheffield, United Kingdom Leased 5,500 1 Warehouse, Office
Other Foreign
Toronto, Canada Leased 42,000 1 Warehouse, Office
Sydney, Australia Owned 9,000 1 Warehouse, Office
Johannesburg, South Africa Leased 10,000 1 Warehouse, Office
Osaka, Japan Leased 16,000 1 Warehouse, Office
Xiamen, China Leased 31,000 1 Warehouse, Office
</TABLE>
*The former European headquarters in Almere and the former manufacturing
facility in Diemen are currently held for investment purposes.
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Several subsidiary companies are parties to various leases of office and
computer equipment, storage space and automobiles which are of minor
consequence.
ITEM 3. LEGAL PROCEEDINGS
Neither the Company nor any of its subsidiaries are involved in any
material pending legal proceedings other than litigation related to
environmental matters discussed at pages 4 and 5 or matters in the regular
course of business. The Company and its subsidiaries are adequately insured
against product liability, personal injury and property damage claims which may
occasionally arise.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The definitive Proxy Statement dated April 10, 1996 is incorporated by
reference. No Matters were submitted to a vote of security holders during the
fourth quarter ended January 31, 1996.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Page 16 of the 1995 Annual Report to Shareholders is incorporated by
reference.
3
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ITEM 6. SELECTED FINANCIAL DATA
Page 1 of the 1995 Annual Report to Shareholders is incorporated by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
GENERAL OVERVIEW
Consolidated net sales for 1995 (the fiscal year ended January 31, 1996)
totaled $234,030,000, a 28% increase over sales of $183,365,000 for 1994 and a
66% increase when compared to 1993. Earnings for 1995, before the effect of a
special charge for environmental investigation and remediation expenses, were
50% greater than 1994 and more than triple the 1993 amount.
Continued strong market conditions in the lift truck industry contributed
to a 22% increase in sales in North America when compared to 1994 levels. Sales
in Europe, which accounted for about one third of worldwide sales, increased by
40% over 1994 with strong gains being recorded in nearly all market areas.
Sales in Japan experienced solid improvement, while sales in Korea and South
Africa were significantly greater than the prior year.
Increased manufacturing capacity, very strong lift truck sales and improved
market penetration contributed to achieve record results for 1995. Our strength
in both Europe and North America have kept the rate of incoming orders and our
backlog at relatively high levels. We continue to expand our global marketing
efforts, increase our product offerings and invest in state-of-the-art
manufacturing technologies to enhance our market leadership position.
Revenue for 1994 was substantially greater than 1993 due mostly to the
increase in North American materials handling equipment sales and strong
hydraulic cylinder sales in Europe.
RESULTS OF OPERATIONS
Net income for the year ended January 31, 1996 after the special provision
for environmental expenses was $10,550,000 or $.88 per share. However, for
purposes of comparison with prior years, income for the year ended January 31,
1996 before the special charge was $18,350,000 ($1.53 per share). This
represents a return on shareholder's equity of 20.7% and an increase of 50% when
compared to 1994 net income of $12,250,000 ($1.02 per share). All operations
recorded significant improvements over 1994 operating results, with Europe
reporting 64% greater profits and North America reporting a 42% increase. These
outstanding results reflect the higher sales volume, improved operating
efficiencies and prudent expense controls.
The Company has recorded a special charge of $12,000,000 in the fourth
quarter in anticipation of future expenses associated with environmental
investigation and remediation activities which may be incurred over a period of
up to 30 years. Although these costs are associated with manufacturing
processes which were discontinued over twenty years ago, this charge is
reflected as an operating expense in the Consolidated Statement of Income and
Retained Earnings. The after tax effect on net income of the special charge is
$7,800,000 or $.65 per share. Recognition
4
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of these estimated future costs in fiscal 1995 will relieve future operating
results of the burden of absorbing these expenses which amounted to $2,795,000,
$2,400,000 and $1,640,000 in 1995, 1994 and 1993, respectively, and which have
totaled $11,270,000 since 1988.
Among potential costs reflected in the special charge is a judgment
rendered February 6, 1996, by judge Malcolm F. Marsh of the United States
District Court for the District of Oregon, finding Cascade liable for 70% of
past and future costs incurred by Cascade and The Boeing Company in connection
with groundwater contamination of one aquifer in the area of their respective
plants east of Portland, Oregon, subject to certain offsets for amounts to be
received by Boeing from prior owners of its property. Boeing was awarded
$1,565,392 for past costs. The judgment is being appealed to the Ninth Circuit
Court of Appeals.
We remain confident that the Company will recover all or a substantial
portion of these past and future costs from our liability insurers, against whom
legal action is presently proceeding.
Earnings for fiscal 1994 of $12,250,000 increased by 109% when compared to
1993 income of $5,865,000 ($.49 per share) before the effect of an accounting
change. Net income for 1993 was adversely affected by a $1,980,000 net after
tax charge due to the adoption of Statement of Financial Accounting Standards
Board No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions".
Over the three year period from fiscal year 1993 to fiscal year 1995, both
cost of goods sold and selling and administrative expenses, as indicated in the
Consolidated Statement of Income and Retained Earnings on page seven of the
1995 Annual Report have increased in absolute dollars as sales volumes
increased. In 1995 cost of goods sold as a percentage of sales increased to
65.5% from 64.6% in 1994 due to start-up costs associated with our new
manufacturing plant in The Netherlands as well as more aggressive global pricing
strategies. Cost of goods sold decreased slightly from 65.0% in 1993 to 64.6%
in 1994. Selling and administrative expenses as a percent of net sales
decreased to 17.1% for 1995 compared to 19.1% in 1994 and 21.6% in 1993.
Inflation and changing prices have not had a material impact on the Company's
income in fiscal 1993 through 1995.
During 1995 the currencies of most of the countries in which our
subsidiaries operate weakened against the U.S. dollar, resulting in a decrease
of $120,000 ($.01 per share) in shareholders' equity for the year. These
translation adjustments resulted in an increase of $3,041,000 ($.25 per share)
for fiscal 1994 and a decrease of $1,181,000 ($.10 per share) for fiscal 1993.
LIQUIDITY AND CAPITAL RESOURCES
For the year ended January 31, 1996 capital expenditures totaled
$11,800,000 compared to $21,900,000 for 1994 and $8,100,000 for 1993.
Expenditures in 1995 were primarily targeted at investments in enhanced
manufacturing, engineering and information systems equipment, tooling and
advanced technology. During 1994 and 1993 approximately $14,300,000 was
incurred in purchasing land, constructing and equipping our new European
manufacturing and headquarters facility in The Netherlands. Planned capital
expenditures for 1996 of $19,325,000 are also being directed at productivity
and quality improvements, and include $4,400,000 for a major addition,
renovation and consolidation of our Portland office. This project will enable
us to bring all corporate functions under one roof in an environment which
facilitates cross-functional teams working more efficiently. The funds for this
new facility have been committed with construction to begin during the first
quarter of 1996.
5
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Based on the Company's strong earnings and cash flow, dividends were
increased to $.45 during 1995. In addition to the regular $.09 quarterly
dividend, the Board of Directors also declared a $.09 special dividend which was
paid with the fourth quarter dividend. In 1994 dividends totaled $.375
including the regular $.075 quarterly dividend and a special year-end dividend
of $.075. Dividends in 1993 consisted of the regular quarterly dividends of
$.075 and totaled $.30. All per share amounts include the effect of the 100%
stock dividend declared in February 1995.
Cash generated from operating activities resulted in a substantial increase
in cash and cash equivalents to $23,326,000 at January 31, 1996. This is an
increase of $6,123,000 over the prior year end balance of $17,203,000. Current
assets at January 31, 1996 were 2.3 times current liabilities. Short and Long-
term debt increased during the year from $13,864,000 to $17,486,000. The
increase in long-term debt reflects the final portion of the mortgage financing
of the new European facility. Combined short and long-term debt amounts to
about 19% of shareholders' equity. Our strong cash position, together with our
available borrowing capacity, is more than sufficient to meet our short-term
requirements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pages 7 through 15 to the 1995 Annual Report to Shareholders are
incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The definitive Proxy Statement dated April 10, 1996 is incorporated by
reference.
The term of office of all officers is one year. Names, ages and position
of all executive officers of Cascade Corporation follow.
<TABLE>
<CAPTION>
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Year First
Elected
Name Age Officer Present Position
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<S> <C> <C> <C>
Joseph J. Barclay 63 1968 Chairman, Chief Executive Officer and Director
Robert C. Warren, Jr. 47 1984 President, Chief Operating Officer and Director
Gregory S. Anderson 47 1991 Vice President-Human Resources
Gerald M. Bitz 61 1974 Vice President-Finance and Secretary
Terry H. Cathey 48 1993 Vice President-Manufacturing
Zouhdi M. Derhalli 63 1993 Vice President-Engineering
Lawrence S. Maunder 63 1990 Vice President-Marketing
James P. Miller 48 1992 Treasurer
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</TABLE>
ITEM 11. EXECUTIVE COMPENSATION
The definitive Proxy Statement dated April 10, 1996 is incorporated by
reference.
6
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The definitive Proxy Statement dated April 10, 1996 is incorporated by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
INDEX TO FINANCIAL STATEMENTS
(a) 1. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements, together with the report thereon of
Price Waterhouse LLP dated March 15, 1996, appearing on pages 7 to 15 of the
accompanying 1995 Annual Report are incorporated by reference in this Form 10-K
Annual Report. With the exception of the aforementioned information and
information incorporated in Items 5, 6 and 8, the 1995 Annual Report is not to
be deemed filed as part of this report.
2. FINANCIAL STATEMENT SCHEDULES-1995, 1994 AND 1993
Financial statement schedules not included in this Form 10-K Annual Report
have been omitted because they are not applicable or not required.
The individual financial statements of the registrant and its subsidiaries
have been omitted since the registrant is primarily an operating company and
all subsidiaries included in the consolidated financial statements, in the
aggregate, do not have minority equity interests and/or indebtedness to any
person other than the registrant or its consolidated subsidiaries in amounts
which together exceed 5% of the total consolidated assets at January 31, 1996,
except indebtedness incurred in the ordinary course of business which is not
overdue and which matures within one year from the year of its creation.
3. EXHIBITS
1. Copy of Notice of Annual Meeting dated April 10, 1996.
2. Copy of Form of Proxy for Annual Meeting.
3. Basic documents incorporated by reference:
Articles of Incorporation filed with the Commission May 28,
1965.
Amendment to Articles of Incorporation filed in Proxy Statement
for annual meeting of shareholders May 12, 1987, filed with
the Commission April 14,1988.
Amendment to Articles of Incorporation filed in Proxy Statement
for annual meeting of shareholders May 9, 1989, filed with the
Commission April 27, 1990.
By-Laws, as amended to February 8, 1989, filed with the Commission
April 27,1990.
Specimen copy of stock certificate, filed as Exhibit 4-1 to Form
S-1, filed with the Commission May 28, 1965.
(b) REPORTS ON FORM 8-K
During the quarter ended January 31, 1996, the Company was not required to
file a Form 8-K with the Commission.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the registrant, CASCADE CORPORATION has duly caused
this annual report to be signed on its behalf by the undersigned thereunto
duly authorized.
CASCADE CORPORATION
/s/ G.M. Bitz
------------------------------------
By: G.M. Bitz
VICE PRESIDENT-FINANCE AND SECRETARY
Pursuant to the requirements of the Securities Exchange Act of 1934 this
report has been signed below by the following persons on behalf of the
registrant and in the capacities on the dates indicated.
/s/ Joseph J. Barclay 4/5/96
- -----------------------------------------------------------
Joseph J. Barclay Date
CHAIRMAN AND CHIEF EXECUTIVE OFFICER, DIRECTOR
/s/ Robert C. Warren, Jr. 4/5/96
- -----------------------------------------------------------
Robert C. Warren, Jr. Date
PRESIDENT AND CHIEF OPERATING OFFICER, DIRECTOR
/s/ Richard C. Hire 4/5/96
- -----------------------------------------------------------
Richard C. Hire, DIRECTOR Date
/s/ Eric Hoffman 4/5/96
- -----------------------------------------------------------
Eric Hoffman, DIRECTOR Date
/s/ C. Calvert Knudsen 4/5/96
- -----------------------------------------------------------
C. Calvert Knudsen, DIRECTOR Date
/s/ Nicholas Lardy 4/5/96
- -----------------------------------------------------------
Nicholas Lardy, DIRECTOR Date
/s/ James S. Osterman 4/5/96
- -----------------------------------------------------------
James S. Osterman, DIRECTOR Date
/s/ Jack B. Schwartz 4/4/96
- -----------------------------------------------------------
Jack B. Schwartz, DIRECTOR Date
/s/ Rob Spaans 4/5/96
- -----------------------------------------------------------
Rob Spaans, DIRECTOR Date
/s/ Robert C. Warren 4/3/96
- -----------------------------------------------------------
Robert C. Warren, DIRECTOR Date
8
<PAGE>
FINANCIAL
SUMMARY
(IN MILLIONS)
[GRAPH]
FINANCIAL
HIGHLIGHTS
(IN THOUSANDS EXCEPT
WHERE NOTED(*))
<TABLE>
<CAPTION>
January 31
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Net sales $234,030 $183,365 $141,325 $148,435 $153,480
Operating income
before environmental expenses $ 31,210 $ 21,750 $ 11,375 $ 14,155 $ 14,280
Income excluding environmental
charge, net of tax $ 18,350 $ 12,250 $ 3,885(1) $ 7,695 $ 7,205
Net income $ 10,550(2) $ 12,250 $ 3,885(1) $ 7,695 $ 7,205
Per common share
Income excluding environmental
charge, net of tax(*) $ 1.53 $ 1.02 $ .32(1) $ .64 $ .60
Net income(*) $ .88(2) $ 1.02 $ .32(1) $ .64 $ .60
Book value(*) $ 7.74 $ 7.37 $ 6.47 $ 6.55 $ 6.44
Working capital $ 49,829 $ 40,821 $ 37,337 $ 38,175 $ 35,783
Expenditures for property,
plant and equipment $ 11,825 $ 21,921 $ 8,126 $ 7,772 $ 5,659
Total assets $153,190 $137,109 $106,571 $104,987 $110,326
Long-term debt $ 9,531 $ 7,809 $ 682 $ 1,228 $ 1,915
Shareholders' equity $ 92,057 $ 88,538 $ 77,751 $ 78,650 $ 77,323
Number of employees(*) 1,103 993 838 863 875
</TABLE>
(1) After $1,980 or $.17 per share charge related to cumulative
effect of accounting change. See note 7 to consolidated
financial statements.
(2) After $12,000 ($7,800 or $.65 per share, net of taxes)
charge for environmental expenses. See note 10 to
consolidated financial statements
1 ----------------------------------------------------------
<PAGE>
CASCADE CORPORATION & SUBSIDIARY COMPANIES
------------------------------------------------------------
CONSOLIDATED
STATEMENT OF
INCOME &
RETAINED EARNINGS
<TABLE>
<CAPTION>
Year Ended January 31
1996 1995 1994
(Dollars in Thousands)
<S> <C> <C> <C>
Net Sales $ 234,030 $ 183,365 $ 141,325
----------- ----------- -----------
Operating expenses:
Cost of goods sold 153,345 118,430 91,830
Depreciation 9,540 8,100 7,555
Selling and administrative expenses 39,935 35,085 30,565
----------- ----------- -----------
(202,820) 161,615 129,950
----------- ----------- -----------
Operating income before
environmental expenses 31,210 21,750 11,375
Environmental expenses (Note 10) 14,795 2,400 1,640
----------- ----------- -----------
Operating income 16,415 19,350 9,735
Interest expense 1,085 335 475
Interest income (1,045) (535) (435)
Other expense, net 315 915 725
----------- ----------- -----------
Income before income taxes and
cumulative effect of accounting change 16,060 18,635 8,970
Income taxes (Note 4) 5,510 6,385 3,105
----------- ----------- -----------
Income before cumulative effect of
accounting change 10,550 12,250 5,865
Cumulative effect of accounting change,
net of taxes of $1,020 (Note 7) 1,980
----------- ----------- -----------
Net Income 10,550 12,250 3,885
Retained earnings, beginning of year 79,910 75,262 74,980
Dividends($.45, $.375 and $.30 per share) (5,377) (4,504) (3,603)
Stock distribution (3,098)
----------- ----------- -----------
Retained earnings, end of year $ 85,083 $ 79,910 $ 75,262
----------- ----------- -----------
----------- ----------- -----------
Income per share before cumulative effect
of accounting change $ .88 $ 1.02 $ .49
----------- ----------- -----------
----------- ----------- -----------
Net income per share $ .88 $ 1.02 $ .32
----------- ----------- -----------
----------- ----------- -----------
Weighted average shares outstanding 11,990,447 12,009,904 12,009,904
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of this statement.
7 ----------------------------------------------------------
<PAGE>
CASCADE CORPORATION & SUBSIDIARY COMPANIES
-----------------------------------------------------------
CONSOLIDATED
BALANCE SHEET
<TABLE>
<CAPTION>
January 31
1996 1995
ASSETS (Dollars in Thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 23,326 $ 17,203
Accounts receivable, less allowance for doubtful accounts
of $967 and $265 38,574 35,277
Inventories, at average cost which is lower than market:
Finished goods and components 16,142 13,934
Goods in process 4,083 3,148
Raw materials 4,990 3,985
--------- ---------
25,215 21,067
Income taxes (Note 4) 151
Prepaid expenses 849 919
--------- ---------
Total current assets 87,964 74,617
Property, plant and equipment,
at cost less accumulated depreciation (Notes 2 and 3) 63,214 60,607
Deferred income taxes (Note 4) 58
Other assets 1,954 1,885
--------- ---------
Total assets $ 153,190 $ 137,109
--------- ---------
--------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to banks (Note 3) $ 5,015 $ 5,812
Current portion of long-term debt (Note 3) 2,940 243
Accounts payable 17,126 16,149
Accrued payroll and payroll taxes 5,654 4,227
Other accrued expenses 7,400 7,365
--------- ---------
Total current liabilities 38,135 33,796
Long-term debt (Note 3) 9,531 7,809
Deferred income taxes (Note 4) 4,058
Accrued environmental expenditures (Note 10) 10,500
Other liabilities (Note 7) 2,967 2,908
--------- ---------
Total liabilities 61,133 48,571
--------- ---------
Shareholders' equity (Note 5):
Common stock, $.50 par value, authorized
20,000,000 shares; 12,278,208 and 12,391,408
shares issued 6,139 6,196
Additional paid-in capital 568 2,045
Retained earnings 85,083 79,910
Cumulative foreign currency translation adjustments 953 1,073
Treasury stock, at cost, 381,504 shares (686) (686)
--------- ---------
Total shareholders' equity 92,057 88,538
--------- ---------
Total liabilities and shareholders' equity $ 153,190 $ 137,109
--------- ---------
--------- ---------
</TABLE>
The accompanying notes to consolidated financial statements are
an integral part of this statement.
8 ----------------------------------------------------------
<PAGE>
CASCADE CORPORATION & SUBSIDIARY COMPANIES
-----------------------------------------------------------
CONSOLIDATED
STATEMENT OF
CASH FLOWS
<TABLE>
<CAPTION>
Year Ended January 31
1996 1995 1994
(Dollars in Thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 10,550 $ 12,250 $ 3,885
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 9,540 8,100 7,555
Gain on sale of property, plant and equipment (150)
Deferred income taxes (4,099) (9) (57)
Cumulative effect of accounting change 1,980
Changes in operating assets and liabilities:
Accounts receivable (3,297) (10,424) (1,364)
Inventories (4,148) (1,933) 1,892
Income taxes 1,133 753 (480)
Prepaid expenses 70 257 (233)
Accounts payable and accrued expenses 1,457 9,905 2,083
Accrued environmental expenditures 10,500
Other liabilities 59 34 (126)
--------- --------- ---------
Net cash provided by operating activities 21,765 18,783 15,135
--------- --------- ---------
Cash flows from investing activities:
Acquisition of property, plant and equipment (11,825) (21,921) (8,126)
Proceeds from sale of property, plant and equipment 1,849
Other assets (69) (222) (1,386)
--------- --------- ---------
Net cash used in investing activities (11,894) (20,294) (9,512)
--------- --------- ---------
Cash flows from financing activities:
Long-term debt, including current portion 4,259 6,318 (959)
Notes payable to banks (797) 2,447 (379)
Repurchase of common stock (1,534)
Cash dividends paid (5,377) (4,504) (3,603)
--------- --------- ---------
Net cash (used) provided by financing activities (3,449) 4,261 (4,941)
--------- --------- ---------
Effect of exchange rate changes (299) 1,836 (418)
--------- --------- ---------
Increase in cash and cash equivalents 6,123 4,586 264
Cash and cash equivalents at beginning of year 17,203 12,617 12,353
--------- --------- ---------
Cash and cash equivalents at end of year $ 23,326 $ 17,203 $ 12,617
--------- --------- ---------
--------- --------- ---------
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest $ 1,025 $ 307 $ 397
Income taxes $ 8,434 $ 5,676 $ 3,536
</TABLE>
The accompanying notes to consolidated financial statements are
an integral part of this statement.
9 ----------------------------------------------------------
<PAGE>
CASCADE CORPORATION & SUBSIDIARY COMPANIES
-----------------------------------------------------------
NOTES TO NOTE 1 - SUMMARY OF PRINCIPAL ACCOUNTING POLICIES
CONSOLIDATED
FINANCIAL The consolidated financial statements include the accounts of the
STATEMENTS Company and its subsidiaries, all of which are wholly owned.
Intercompany balances and transactions have been eliminated.
Cash and cash equivalents consist of cash on deposit and highly
liquid investments, including investments classified as trading
securities in accordance with Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt
and Equity Securities".
Property, plant and equipment are stated at cost. Depreciation is
provided on the straight-line basis over the estimated useful
lives of the respective assets.
In February 1993, the Company adopted Statement of Financial
Accounting Standards No. 109 (FAS 109), "Accounting for Income
Taxes". FAS 109 is an asset and liability approach that requires
the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been
recognized in the Company's financial statements or tax returns.
The Company plans to adopt Statement of Financial Accounting
Standards No. 123 (FAS 123) "Accounting for Stock-Based
Compensation". FAS 123 allows companies to choose whether to
account for stock-based compensation under the current method as
prescribed in Accounting Principles Board Opinion No. 25 (APB 25)
or use the fair-value method described in FAS 123. The Company
plans to continue to follow the provisions of APB 25. Therefore,
management believes that the impact of adoption of FAS 123 in
1996, will not have a significant effect on the Company's
financial position or results of operations.
The Company translated the balance sheets of its foreign
subsidiaries using fiscal year-end exchange rates. The statements
of income are translated using the average exchange rates for the
fiscal year. The effects of such translations are included in the
shareholders' equity account "cumulative foreign currency
translation adjustments" as a decrease of $120,000 for the year
ended January 31, 1996, an increase of $3,041,000 for the year
ended January 31, 1995 and a decrease of $1,181,000 for the year
ended January 31, 1994.
NOTE 2 - PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
January 31
1996 1995
(Dollars in Thousands)
<S> <C> <C>
Land $ 3,890 $ 3,775
Buildings 31,308 31,760
Machinery and equipment 98,521 90,722
--------- ---------
133,719 126,257
Accumulated depreciation (70,505) (65,650)
--------- ---------
$ 63,214 $ 60,607
--------- ---------
--------- ---------
</TABLE>
NOTE 3 - BORROWINGS
<TABLE>
<CAPTION>
January 31
1996 1995
(Dollars in Thousands)
<S> <C> <C>
7.15%-10.0% mortgage notes, due annually through 1998 $ 239 $ 492
5.5% mortgage note, due annually through 2008 9,292 7,317
-------- --------
Secured by plant and equipment $ 9,531 $ 7,809
-------- --------
-------- --------
</TABLE>
Maturities of long-term debt for the years January 31, 1997
through January 31, 2001, respectively, are $2,940,000,
$1,028,000, $938,000, $863,000 and $863,000. Borrowing arrange-
ments with commercial banks provided short-term lines of credit
at January 31, 1996 totalling $16,950,000, of which $11,935,000
was unused. Average interest rates on short-term borrowings were
2.4% and 3.6% at January 31, 1996 and 1995, respectively.
10 ---------------------------------------------------------
<PAGE>
CASCADE CORPORATION & SUBSIDIARY COMPANIES
-----------------------------------------------------------
NOTES TO NOTE 4 - INCOME TAXES
CONSOLIDATED
FINANCIAL
STATEMENTS
<TABLE>
<CAPTION>
Year Ended January 31
1996 1995 1994
(Dollars in Thousands)
<S> <C> <C> <C>
Income before taxes was as follows:
United States $ 5,295 $ 12,925 $ 5,519
Foreign 10,765 5,710 451
--------- --------- ---------
$ 16,060 $ 18,635 $ 5,970
--------- --------- ---------
--------- --------- ---------
Taxes charged (credited) against operations were as
follows:
Current
Federal $ 5,507 $ 3,824 $ 1,598
State 889 623 304
Foreign 3,740 2,319 418
--------- --------- ---------
Total 10,136 6,766 2,320
--------- --------- ---------
Deferred
Federal (4,038) (274) (178)
State (651) (44) (34)
Foreign 63 (63) (23)
--------- --------- ---------
Total (4,626) (381) (235)
--------- --------- ---------
Total income taxes $ 5,510 $ 6,385 $ 2,085
--------- --------- ---------
--------- --------- ---------
The federal rate reconciles to the effective rate as
follows:
Federal statutory rate 35.0% 35.0% 34.0%
State income taxes, net of federal tax
benefits 1.0 2.0 2.4
Effect of foreign tax rates .2 1.6 4.0
Tax credits and other (1.9) (4.3) (5.5)
--------- --------- ---------
Effective income tax rate 34.3% 34.3% 34.9%
--------- --------- ---------
--------- --------- ---------
</TABLE>
<TABLE>
<CAPTION>
January 31
1996 1995
(Dollars in Thousands)
<S> <C> <C>
The deferred tax liabilities (assets) recorded on the
consolidated balance sheet are comprised of
the following:
Accruals not deductible until paid $ (1,579) $ (633)
Other (421) (103)
-------- --------
Current deferred income taxes $ (2,000) $ (736)
-------- --------
-------- --------
Depreciation $ 4,645 $ 4,999
Employee benefits (909) (843)
Accrued environmental expenditures (3,885)
Other 91 (98)
-------- --------
Noncurrent deferred income taxes $ (58) $ 4,058
-------- --------
-------- --------
</TABLE>
11 ---------------------------------------------------------
<PAGE>
CASCADE CORPORATION & SUBSIDIARY COMPANIES
-----------------------------------------------------------------
NOTES TO NOTE 5 - CAPITAL STOCK
CONSOLIDATED
FINANCIAL
STATEMENTS
There are 200,000 shares authorized of no par value preferred
stock; none are outstanding.
In 1995 a stock option plan was approved by the shareholders. The
plan provides that options to purchase up to 800,000 shares of
common stock may be granted to officers and key employees of the
Company and its subsidiaries. The exercise price per share is the
fair market value on the date each option is granted. Options are
exercisable three years from the date of grant and expire ten
years from the date of grant. During the year ended January 31,
1996, the Company granted options for 77,353 shares at $16.375
per share, of which none were exercised and 2,102 were forfeited.
NOTE 6 - BENEFIT PLANS
The Company has a defined benefit plan covering its U.S.
employees. The benefits are based on years of service and average
earnings over a specified five-year period of prior service. The
Company's funding policy is to make annual contributions that are
between the minimum amount required by the Employee Retirement
Income Security Act and the maximum amount deductible under the
current tax regulations. Substantially all plan assets are
invested in government or corporate bonds.
Net pension cost, the plan's funded status and significant
assumptions include the following:
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31
1996 1995 1994
(Dollars in Thousands)
<S> <C> <C> <C>
Interest cost on projected benefit obligation $ 314 $ 271 $ 262
Actual return on assets (517) 65 (132)
Net amortization and deferral 432 (96) (2)
-------- -------- --------
Net periodic pension cost $ 229 $ 240 $ 128
-------- -------- --------
-------- -------- --------
Projected and accumulated vested benefit
obligation for service rendered to date $ (4,261) $ (3,893) $ (4,234)
Plan assets at fair value 3,866 3,053 2,603
-------- -------- --------
Projected benefit obligation in excess of
plan assets (395) (840) (1,631)
Unrecognized prior service cost 133 146 159
Unrecognized net loss 1,231 1,142 1,270
-------- -------- --------
Pension cost prepaid (accrued) $ 969 $ 448 $ (202)
-------- -------- --------
-------- -------- --------
Discount rate 6.75% 8.5% 7%
Expected long-term rate of return 8% 8% 7%
</TABLE>
In December, 1988, the Company amended the plan to limit benefits
to those accrued through December 31, 1988. Also effective
January 1, 1989, the Company instituted a defined contribution
plan and a limited matching contribution program both pursuant to
applicable provisions of the Internal Revenue Code and
contributed $1,318,000, $1,195,000, and $933,000 for 1995, 1994
and 1993, respectively.
12 ---------------------------------------------------------------
<PAGE>
CASCADE CORPORATION & SUBSIDIARY COMPANIES
------------------------------------------------------------------
NOTES TO NOTE 7 - POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
CONSOLIDATED
FINANCIAL
STATEMENTS
The Company provides health care benefits for eligible retirees.
The Company adopted during 1993, FAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions". The
$3,000,000 obligation as of February 1, 1993 owed to retired
employees and certain active employees has been recorded, and the
Company is accruing the future costs of providing such benefits
to eligible active employees during the years they render
service.
A corresponding charge was recorded in 1993 as the cumulative
effect of a change in an accounting principle. The net after-tax
effect of this charge was $1,980,000.
The following table sets forth the plan's status reconciled with
the amount included in the Consolidated Balance Sheets:
<TABLE>
<CAPTION>
JANUARY 31
1996 1995 1994
(Dollars in Thousands)
<S> <C> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $ (2,551) $ (2,557) $ (2,953)
Fully eligible active plan participants (235) (210) (124)
Other active plan participants (1,068) (849) (604)
--------- --------- ---------
(3,854) (3,616) (3,681)
Plan assets at fair value -- -- --
--------- --------- ---------
Accumulated postretirement benefit obligation
in excess of plan assets (3,854) (3,616) (3,681)
Unrecognized net loss 887 708 807
--------- --------- ---------
$ (2,967) $ (2,908) $ (2,874)
--------- --------- ---------
--------- --------- ---------
The net periodic postretirement benefit costs
are as follows:
JANUARY 31
1996 1995 1994
(Dollars in Thousands)
Service cost $ 56 $ 42 $ 39
Interest cost 295 230 225
Net amoritization and deferral 23 29 -
--------- --------- ---------
Net periodic postretirement benefit cost $ 374 $ 301 $ 264
--------- --------- ---------
</TABLE>
To estimate these costs, health care costs were assumed to
increase at an annual rate of 9% after 1995 with the rate of
increase declining ratably to 4% by 2000 and thereafter. The
weighted average discount rate was assumed to be 6.75%, 8.5% and
6.25% for 1995, 1994 and 1993, respectively. If the cost trend
rates were increased by one percentage point, the accumulated
postretirement benefit obligation as of January 31, 1996 would
increase by $435,000 and net periodic postretirement benefit cost
would increase by $45,000.
13 ---------------------------------------------------------------
<PAGE>
CASCADE CORPORATION & SUBSIDIARY COMPANIES
-------------------------------------------------
NOTES TO NOTE 8 - INFORMATION ABOUT OPERATIONS
CONSOLIDATED
FINANCIAL
STATEMENTS
The Company is engaged in a single line of business; the design,
manufacture and marketing of hydraulically actuated equipment
used in materials handling applications. Sales to the largest
single customer were 9.7%, 10.8% and 9.8% of consolidated sales
during the years ended January 31, 1996, 1995 and 1994,
respectively. Information about the Company's operations in
different geographic areas is shown below:
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31
(Dollars in Thousands)
NORTH ELIMIN- CONSOLI-
AMERICA EUROPE OTHER ATIONS DATED
------- ------ ----- ------- --------
1996
<S> <C> <C> <C> <C> <C>
Sales to unaffiliated customers $ 139,950 $ 75,375 $ 18,705 $ $ 234,030
Transfers between areas 14,607 587 747 (15,941)
--------- --------- --------- --------- ---------
Total revenue $ 154,557 $ 75,962 $ 19,452 $ (15,941) $ 234,030
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Net income $ 5,809 $ 4,078 $ 663 $ 10,550
--------- --------- --------- ---------
--------- --------- --------- ---------
Identifiable assets $ 72,847 $ 64,367 $ 15,976 $ 153,190
--------- --------- --------- ---------
--------- --------- --------- ---------
1995
Sales to unaffiliated customers $ 115,061 $ 53,737 $ 14,567 $ $ 183,365
Transfers between areas 11,016 119 721 (11,856)
--------- --------- --------- --------- ---------
Total revenue $ 126,077 $ 53,856 $ 15,288 $ (11,856) $ 183,365
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Net income $ 9,598 $ 2,480 $ 172 $ 12,250
--------- --------- --------- ---------
--------- --------- --------- ---------
Identifiable assets $ 69,087 $ 53,210 $ 14,812 $ 137,109
--------- --------- --------- ---------
--------- --------- --------- ---------
1994
Sales to unaffiliated customers $ 87,078 $ 38,321 $ 15,926 $ $ 141,325
Transfers between areas 9,945 80 525 (10,550)
--------- --------- --------- --------- ---------
Total revenue $ 97,023 $ 38,401 $ 16,451 $ (10,550) $ 141,325
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Net income $ 4,289 $ (689) $ 285 $ 3,885
--------- --------- --------- ---------
--------- --------- --------- ---------
Identifiable assets $ 57,642 $ 36,387 $ 12,542 $ 106,571
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
NOTE 9 - COMMITMENTS AND CONTINGENCIES
The Company leases certain of its facilities and equipment under
noncancelable operating leases. The minimum rental commitments
under these leases for the years ended January 31, 1997 through
January 31, 2001, respectively, are $536,000, $329,000, $235,000,
$238,000 and $15,000. For the years ended January 31, 1996, 1995
and 1994 total rentals charged to ex-pense amounted to $705,000,
$591,000 and $556,000.
NOTE 10 - ENVIRONMENTAL MATTERS
The Company is engaged in environmental investigations and
remediation efforts in its ordinary course of business. In the
year ended January 31, 1996, the Company recorded a charge of
$12,000,000 ($7,800,000 after tax) to provide for probable future
costs related to its Portland, Oregon manufacturing facility. In
the years ended January 31, 1996, 1995 and 1994, the Company
incurred total environmental expenses of approximately
$14,795,000, $2,400,000 and $1,640,000, respectively, which
included response costs for environmental investigations as well
as expenses related to litigation.
14 ---------------------------------------------------------------
<PAGE>
CASCADE CORPORATION & SUBSIDIARY COMPANIES
-----------------------------------------------------------------
NOTES TO NOTE 10 - ENVIRONMENTAL MATTERS CONTINUED
CONSOLIDATED
FINANCIAL
STATEMENTS
Since future remediation costs are subject to many uncertainties,
actual expenses may vary in amount from the charge recorded in
the year ended January 31, 1996.
The Company has made claims under various insurance policies.
Based upon current Oregon court decisions and advice from legal
counsel, the Company believes it will recover all or a
substantial portion of the past and future costs of investigation
and remediation. Litigation has been initiated to enforce terms
of these policies.
QUARTERLY
FINANCIAL
INFORMATION
(UNAUDITED)
(IN THOUSANDS EXCEPT
PER SHARE FIGURES)
<TABLE>
<CAPTION>
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
<S> <C> <C> <C> <C>
YEAR ENDED JANUARY 31, 1996
Net sales $ 57,150 $ 58,650 $ 58,480 $ 59,750
Gross profit before depreciation 19,555 20,380 19,875 20,875
Net income 4,290 4,605 4,680 (3,025)
Net income (loss) per share $ .36 $ .38 $ .39 $ (.25)
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
YEAR ENDED JANUARY 31, 1995
Net sales $ 40,850 $ 45,500 $ 47,360 $ 49,655
Gross profit before depreciation 14,795 16,220 17,045 16,875
Net income 2,155 3,045 3,325 3,725
Net income per share $ .18 $ .25 $ .28 $ .31
</TABLE>
REPORT OF In our opinion, the consolidated financial statements appearing
INDEPENDENT on pages 7 through 15 of this annual report present fairly, in
ACCOUNTANTS all material respects, the financial position of Cascade Corpora-
tion and its subsidiaries at January 31, 1996 and 1995, and the
TO THE results of their operations and their cash flows for each of the
BOARD OF three years in the period ended January 31, 1996, in conformity
DIRECTORS with generally accepted accounting principles. These financial
& SHAREHOLDERS statements are the responsibility of the Company's management;
OF CASCADE our responsibility is to express an opinion on these financial
CORPORATION statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
Portland, As discussed in Notes 1 and 7 to the Consolidated Financial
Oregon Statements, in 1993 the Company changed its method of accounting
March 15, 1996 for income taxes and postretirement benefits other than pensions.
15 ---------------------------------------------------------------
<PAGE>
-----------------------------------------------------------------
INVESTOR STOCKHOLDER INFORMATION
INFORMATION Cascade's Form 10-K Report to the Securities and Exchange
Commission for 1995 is available to stockholders and others who
request it.
TRANSFER AGENT To obtain copies, please write to the Vice President -- Finance &
REGISTRAR and Secretary, Cascade Corporation, 2020 S.W. 4th Avenue, Suite
600, Portland, Oregon 97201.
Chemical Mellon
Shareholder Services
Shareholder Relations
P.O. Box 469
Washington Bridge Station
New York, NY 10033
1-800-356-2017
ANNUAL MEETING
The Annual Meeting of the Stockholders of Cascade Corporation
will be held at the Red Lion Motor Inn, Portland Center, 310 S.W.
Lincoln Street, Portland, Oregon on Tuesday, May 14, 1996.
STOCK EXCHANGE LISTING
The Company's stock is
traded on the National Market
System under the NASDAQ
symbol CASC.
A formal notice of the meeting, together with a proxy statement
and proxy form, will be mailed to stockholders.
MARKET INFORMATION
INVESTOR RELATIONS
COUNSEL
Gerald A. Parsons
(503) 228-2909
The high and low sales prices of the common stock of Cascade
Corporation as quoted on the NASDAQ during 1995 and 1994 were as
follows:
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31
1996 1995
--------------- ---------------
HIGH LOW HIGH LOW
--------------- ---------------
<S> <C> <C> <C> <C>
Market price range
First quarter $ 17.00 $ 12.00 $ 11.13 $ 8.88
Second quarter 17.25 14.50 11.50 9.75
Third quarter 16.25 13.00 12.63 10.75
Fourth quarter 15.50 11.75 12.50 10.50
</TABLE>
COMMON STOCK DIVIDENDS
YEAR ENDED JANUARY 31
1996 1995
---------------------
First quarter 9.0CENTS 7.5CENTS
Second quarter 9.0 7.5
Third quarter 9.0 7.5
Fourth quarter 18.0 15.0
--------- ---------
45.0CENTS 37.5CENTS
--------- ---------
--------- ---------
In February 1995 the Company declared a 100% stock dividend.
16 ---------------------------------------------------------
<PAGE>
CASCADE CORPORATION
NOTICE OF ANNUAL MEETING
MAY 14, 1996
To the Shareholders:
The 1996 Annual Meeting will be held at the Red Lion Motor Inn, Portland
Center, 310 S.W. Lincoln Street, Portland, Oregon, on Tuesday, May 14, 1996, at
10:00 a.m., Pacific Daylight Time, for the following purposes:
1. The election of Directors for the ensuing year.
2. To consider and act upon any other business that may properly come
before the meeting.
Shareholders of record at the close of business on April 5, 1996 will be
entitled to vote at the meeting.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE DATE, SIGN
AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE SO THAT YOUR SHARES
WILL BE VOTED. THE ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
GERALD M. BITZ
Secretary
Portland, Oregon
April 10, 1996
PROXY STATEMENT
This proxy statement and the accompanying proxy form are being mailed to
security holders April 10, 1996.
MATTERS TO BE PRESENTED AT THE MEETING
The election of Directors is the only matter the management intends to
present at the Annual Meeting of Shareholders. The management is not informed
of any matters that may be presented by others.
OUTSTANDING VOTING SECURITIES
There are outstanding and eligible to vote at the meeting 11,896,704
shares of common stock of the Corporation, each entitled to one vote. As of
April 5, 1996, the only persons known to the Corporation to be beneficial owners
of more than 5% of the outstanding common stock of the Corporation were Robert
C. Warren and Nani S. Warren, c/o 2020 S.W. Fourth Avenue, Portland, Oregon
97201, (see table under "Election of Directors"), and FMR Corporation, 82
Devonshire Street, Boston, Massachusetts 02109, beneficial owner of 1,121,500
shares, or 9.4% of the total common stock outstanding, through its subsidiaries,
Fidelity Management & Research Company and Fidelity Management Trust Company.
PROXY SOLICITATION AND REVOCATION
The solicitation of the enclosed proxy is being made on behalf of the
Board of Directors of the Corporation. Regular employees of the Corporation may
solicit proxies personally or by telephone or facsimile. In addition,
arrangements may be made with brokerage houses and other custodians to send
proxies and proxy-soliciting materials to their principals, and the Corporation
may reimburse them for their expense in so doing.
Should any matters other than the election of directors requiring a vote
of the shareholders be properly raised at the meeting, the persons named on the
proxy intend to use their best judgment in exercising the discretion given them.
Anyone who gives a proxy may revoke the proxy at any time before it has
been exercised by delivering written notice of the revocation to the Secretary
of the Corporation, or may still vote in person.
The record date for determination of shareholders entitled to vote at the
annual meeting was April 5, 1996.
<PAGE>
ELECTION OF DIRECTORS
Each nominee listed below is a candidate for election to the Board of
Directors to serve until the 1997 Annual Meeting or until his successor is
elected. All nominees except Mr. Maunder were elected to the Board at the 1995
Annual Meeting. Unless otherwise directed, the accompanying proxy will be voted
for the election of the eleven individuals listed below as nominees to the Board
of Directors (except that, in the event any nominee is unable to serve, the
proxy will be voted for a substituted nominee). Directors are elected by a
plurality of the votes cast. Abstentions or broker non-votes will not effect the
determination of a plurality. Further information follows with respect to each
nominee.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Shares of Common Percentage
Stock of the Cor- of
poration Owned Outstanding
Director Principal Beneficially as Common
Name and Age Since Occupation of April 5, 1996 Stock
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Joseph J. Barclay, 63 1972 Chairman and Chief 420,214 3.5%
Executive Officer
of the Corporation since
August, 1993; formerly
President and Chief
Executive Officer;
Director, Granite
Construction Incorporated
Robert C. Warren, Jr., 1982 President and Chief 53,632 .5%
47(1) Operating Officer
of the Corporation since
August, 1993; formerly
Vice President - Marketing
(beginning 1990) and Vice
President - Administration
Rob Spaans, 47 1994 Managing Director, -- --
Cascade Corporation Europe
commencing May 1, 1994; Director
of Manufacturing, Cascade NV
until that date
Richard C. Hire, 68 1972 Retired Vice President - 32,856 .3%
Finance and Secretary of
the Corporation
Eric Hoffman, 72 1980 Chairman, Hoffman 8,000 --
Corporation, General
Contractors
C. Calvert Knudsen, 71 1974 Director and retired 8,000 --
Chairman, Chief Executive
Officer, MacMillan Bloedel, Ltd.,
Director, Safeco Corporation.
Nicholas R. Lardy, 50 1993 Senior Fellow, The 2,300 --
Brookings Institution,
a policy research institution.
Lawrence S. Maunder, 63 -- Vice President-Marketing 4,396 --
since August, 1993;
Formerly Vice President-U.S.
Sales (beginning 1989)
and U.S. Sales Manager
James S. Osterman, 58 1994 President, Oregon 500 --
Cutting Systems Division,
Blount, Inc., a diversified
manufacturer
Jack B. Schwartz, 59 1995 Partner, Newcomb, 111,100(2) .9%
Sabin, Schwartz & Landsverk,
Attorneys, since 1968; Assistant
Secretary of the Corporation
since 1972; Director,
Macheezmo Mouse Restaurants, Inc.
Robert C. Warren, 78 1946 Chairman Emeritus 1,862,092(2)(3) 15.7%
of the Corporation since
August, 1993
16 Directors and Officers
as a Group(4) 2,457,573 20.7%
- --------------------------------------------------------------------------------
</TABLE>
(1) Robert C. Warren, Jr., is the son of Robert C. Warren.
(2) Includes shared voting and investment powers as to 107,500 shares, or .9%
of those outstanding, beneficially owned by a charitable foundation.
(3) Includes 1,754,592 shares, or 14.4% of those outstanding, owned by Robert
C. and Nani S. Warren as trustees of a revocable trust established by them.
(4) Includes the following share totals held by Executive Officer listed on
page 4 and not listed above: G.M. Bitz, 40,000.
The Board of Directors met five times during the year. The Board has a
standing Audit Committee, consisting of Messrs. Knudsen, Hire, and Hoffman, and
a standing Compensation Committee consisting of Messrs. Warren, Hoffman, and
Knudsen. The Audit Committee met twice and the Compensation Committee met once
during the year. Each Director attended at least 75% of the aggregate number of
meetings of the Board and
2
<PAGE>
committees on which he served which were held during the year.
The Audit Committee recommends annually to the Board the engagement of
independent certified public accountants; determines their independence; reviews
their professional services and the fees charged; and reviews the scope of the
audit and matters relating to it. A description of the Compensation Committee's
responsibilities is included in the Committee's Report on Executive Compensation
on page 4. The Board does not have a standing nominating committee.
DIRECTORS' FEES
Directors who are not employees of the Corporation received a $10,000
retainer, an attendance fee of $750 for each board meeting and a $500 fee for
each committee meeting attended during the year ended January 31, 1996. For the
year ending January 31, 1997, each non-employee Director will receive a $12,000
annual retainer, attendance fees of $750 for each Board meeting and $500 for
each committee meeting.
OTHER TRANSACTIONS
Newcomb, Sabin, Schwartz and Landsverk, a firm in which Jack B. Schwartz,
a nominee for Director, is a partner, renders legal services to the Corporation
in the ordinary course of business. During the year ended January 31, 1996, the
Corporation paid the firm fees approximating $300,677 for such services and
additional services in connection with environmental matters and related
litigation.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning the
compensation of the Corporation's Chief Executive Officer and each of its four
other most highly compensated executive officers (the "named executive
officers") during each of the years in the three-year period ended January 31,
1996.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
ANNUAL COMPENSATION
NAME AND ---------------------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY INCENTIVE PAYMENT COMPENSATION (1)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph J. Barclay 1995 $180,000 $456,515 $11,820
Chairman and Chief 1994 180,000 322,137 11,820
Executive Officer 1993 179,475 167,992 11,706
Robert C. Warren, Jr. 1995 130,000 365,212 9,820
President and Chief 1994 130,000 257,709 9,820
Operating Officer 1993 109,716 103,080 7,788
Gerald M. Bitz 1995 93,600 182,606 7,488
Vice President - 1994 92,400 128,855 7,368
Finance & Secretary 1993 89,738 67,197 6,357
Terry H. Cathey 1995 94,200 182,606 7,536
Vice President - 1994 93,000 128,855 7,416
Manufacturing 1993 90,333 67,197 6,398
Lawrence S. Maunder 1995 96,000 182,606 7,640
Vice President - 1994 94,200 128,855 7,500
Marketing 1993 90,336 49,047 6,399
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) The amounts shown are contributions by the Corporation to the Cascade
Corporation Savings and Investment Plan, a qualified plan under Section
401(k) of the Internal Revenue Code of 1986, for the benefit of the named
executive officers.
In December, 1993, the Corporation and Mr. Barclay entered into an
agreement providing for Mr. Barclay's employment by the Corporation through
March 31, 1998. Under the agreement, the Corporation will pay Mr. Barclay a
minimum annual salary of $180,000 (subject to annual review), annual incentive
compensation payments based upon the same formula and percentage participation
then in effect, and certain employee benefits and expense reimbursements. Should
the Corporation terminate Mr. Barclay's employment prior to March 31, 1998, for
reasons other than misconduct, the Corporation is to pay him $31,000 per month
until that date or, if earlier, his death or disability.
3
<PAGE>
OPTIONS GRANTED IN 1995
The following information is furnished for the year ended January 31, 1996
with respect to the named executive officers for stock options which were
granted in May 1995 under the 1995 Senior Managers' Incentive Stock Option Plan
(the "Stock Option Plan").
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE OF
SECURITIES OPTIONS ASSUMED ANNUAL RATES OF
UNDERLYING GRANTED TO EXERCISE STOCK PRICE APPRECIATION FOR
OPTIONS EMPLOYEES PRICE EXPIRATION OPTION TERM (2)
-----------------------------
NAME GRANTED IN 1995 IN 1995 PER SHARE DATE (1) 5% 10%
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Joseph J. Barclay 6,595 8.53% $16.375 5/9/2005 $67,916 $172,113
Robert C. Warren, Jr. 4,330 5.60% 18.013 5/9/2005 37,501 105,912
Gerald M. Bitz 3,430 4.43% 16.375 5/9/2005 35,323 89,515
Terry H. Cathey 3,452 4.46% 16.375 5/9/2005 35,549 90,089
Lawrence S. Maunder 3,518 4.55% 16.375 5/9/2005 36,229 91,811
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Under the terms of the Stock Option Plan, options are granted at fair
market value and generally may not be exercised until the employee has
completed three years of continuous employment with Company or its
subsidiaries from the grant date. Options have a term of ten years and
generally terminate on the date of the optionee's termination of
employment with the corporation, or in the event of death or disability,
on the first anniversary of the optionee's termination of employment.
(2) Potential Realizable Value calculation assumes appreciation at the rate
shown beginning on the date of grant through the option expiration date.
RETIREMENT PLANS
Certain employees of the Corporation will receive retirement benefits
under the Cascade Corporation Retirement Plan. Benefits are limited to those
accrued through December 31, 1988, and are based upon compensation for the five
highest consecutive years of compensation during the 10 years of employment
ending December 31, 1988.
The Corporation also provides a supplemental, unfunded severance benefit
to certain Retirement Plan participants. A participant's supplemental benefit
will be equal to the difference, if any, between (a) benefits which would have
been payable under the Retirement Plan, had benefit accruals continued after
December 31, 1988, and (b) the actuarial value of benefits payable under the
Retirement Plan and benefits attributable to employer contributions, including
earnings, under the Corporation's 401(k) Plan.
Estimated annual Retirement Plan benefits and estimated lump sum
supplemental plan benefits, respectively, payable to named executive officers as
of January 31, 1996, are as follows: Mr. Barclay, $68,244 and $731,540; Mr.
Warren, Jr., $15,977 (Retirement Plan only); Mr. Bitz, $22,565 and $374,050; Mr.
Cathey, $9,816 (Retirement Plan only); and Mr. Maunder, $25,752 and $357,820.
Retirement plan estimates assume retirement at age 65. Supplemental plan
estimates assume retirement at age 65; compensation for the 10 years prior to
retirement equal to compensation for the 10 years ending January 31, 1996;
401(k) plan employer contributions equal to those for the year ended January 31,
1996; and an average rate of return on 401(k) Plan employer contributions
balances and future employer contributions equal to the return for the 12-month
period ended December 31, 1995.
Mr. Warren, Jr. and Mr. Cathey do not participate in the supplemental
plan.
COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION
POLICIES
The Compensation Committee is responsible for formulating the
Corporation's executive compensation policy, subject to approval by the Board of
Directors. Mr. Warren, a member of the Committee, was formerly Chairman of the
Corporation and has served as Chief Executive Officer in the past.
For the year ended January 31, 1996, all executive officers were paid a
base salary and an incentive bonus equal to an assigned percentage of the
Corporation's pretax profits, computed without deducting incentive compensation
and certain extraordinary items. The Board of Directors approved salary and
bonus participation levels for the year at its February, 1995, meeting.
By tying compensation in significant part to profits, the Compensation
Committee believes the Corporation has assured a close correllation between
executive compensation and corporate performance for the period involved. In
the committee's view, the Corporation's fiscal 1995 performance was to a
significant degree a reflection of prior years' efforts on the part of its
executive team.
4
<PAGE>
The 1995 Cascade Incentive Stock Option Plan provides an additional
compensation element linked to the Corporation's longer-term results and share
performance.
COMPANY PERFORMANCE AND CEO COMPENSATION
Mr. Barclay's base salary and incentive bonus participation were
established by an agreement entered into in December, 1993, and summarized under
"Executive Compensation" above. The Committee believes compensation paid
pursuant to the agreement fairly reflects Mr. Barclay's contribution to the
Corporation's operating performance and is within the general range of
compensation for executives with like responsibilities in the Portland, Oregon,
area and in comparable companies and industries.
COMPENSATION COMMITTEE MEMBERS
Robert C. Warren
Eric Hoffman
C. Calvert Knudsen
PERFORMANCE GRAPH
The following graph compares the annual percentage change in the
cumulative shareholder return on the Corporation's Common Stock with the
cumulative total return of the NASDAQ Non-Financial Index, and the cumulative
total return of an industry group of peer companies in each case assuming
investment of $100 on January 31, 1991, and reinvestment of dividends.
TOTAL RETURN CHART
(DOLLARS)
1/91 1/92 1/93 1/94 1/95 1/96
---- ---- ---- ---- ---- ----
CASCADE CORPORATION 100 130 137 137 161 186
PEER GROUP* 100 149 164 219 220 286
NASDAQ NON-FINANCIAL 100 152 161 187 173 240
(*) The peer group includes the following companies: Agco Corp., Alamo Group
Inc., Arts Way Mfg. Inc., Astec Inds. Inc., Farr Co., Gehl Co., Gencor Inds.
Inc., Jlg Inds. Inc., Lindsay Mfg. Co., Nordson Corp., Peerless Mfg. Co.,
Raymond Corp., Rexwork Inc., SI Handling Sys. Inc., Utilx Corp., Valmont Inds.
Inc.
5
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Price Waterhouse, an independent certified public accounting firm, has
been selected to continue to serve the Corporation in that capacity for the
current fiscal year. The Corporation expects representatives of Price
Waterhouse to be present at the annual meeting. They will have an opportunity
to make a statement, if they desire to do so, and will be available to respond
to appropriate questions from shareholders.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the next annual meeting
must be received by the Corporation no later than January 31, 1997, in order to
be included in the proxy materials for such meeting.
ANNUAL REPORT
The Annual Report of the Corporation is being mailed to the shareholders
with the Notice of Annual Meeting and Proxy Statement. The Annual Report is not
incorporated in the Proxy Statement by reference, nor is it part of the proxy-
soliciting material.
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS AVAILABLE WITHOUT CHARGE TO RECORD OR
BENEFICIAL SHAREHOLDERS AS OF THE RECORD DATE. REQUESTS FOR THE FORM 10-K
SHOULD BE ADDRESSED TO THE SECRETARY, CASCADE CORPORATION, 2020 S.W. FOURTH
AVENUE, PORTLAND, OREGON 97201, THE EXECUTIVE OFFICES OF THE CORPORATION.
6
<PAGE>
PROXY
CASCADE CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 14, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J.J. Barclay, G.M. Bitz and R.C. Warren,
Jr. as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated hereon, all the shares
of common stock of Cascade Corporation held of record by the undersigned on
April 5, 1996, at the Annual Meeting of Shareholders to be held at the Red Lion
Hotel, 310 S.W. Lincoln, Portland, Oregon 97201, on May 14, 1996 at 10:00 a.m.,
and at any adjournment or postponement thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELEVEN NOMINEES FOR
ELECTION AS DIRECTORS.
THIS PROXY WILL BE VOTED AS SPECIFIED, OR IN NO CHOICE IS SPECIFIED, WILL
BE VOTED FOR THE ELEVEN NOMINEES FOR ELECTION AS DIRECTORS.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
PLEASE MARK
YOUR VOTES AS [X]
INDICATED IN
THIS EXAMPLE
- --------------------------------------------------------------------------------
ITEM 1: ELECTION OF DIRECTORS INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE WRITE THAT NOMINEES
FOR ALL NOMINEES WITHHOLD NAME IN THE SPACE PROVIDED BELOW.
LISTED TO THE RIGHT AUTHORITY
(EXCEPT AS MARKED TO TO VOTE FOR ----------------------------------------------
THE CONTRARY) ALL J.J. Barclay, R.C. Hire, Eric Hoffman, C.C.
NOMINEES Knudsen, N.R. Lardy, L.S. Maunder, J.S.
LISTED TO Osterman, J.B. Schwartz, Rob Spaans, R.C.
THE RIGHT Warren, R.C. Warren, Jr.
[ ] [ ]
I PLAN TO ATTEND MEETING [ ]
COMMENTS/ADDRESS CHANGE [ ]
PLEASE MARK THE BOX AND
INDICATE COMMENTS/
ADDRESS CHANGE BELOW.
Please sign exactly as your name appears. When shares are held
by joint tenants, both should sign. When signing as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized person.
Date , 1996
------------------------
- ----------------------------------
Signature
- ----------------------------------
Signature
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-START> FEB-01-1995
<PERIOD-END> JAN-31-1996
<CASH> 23,326
<SECURITIES> 0
<RECEIVABLES> 39,541
<ALLOWANCES> 967
<INVENTORY> 25,215
<CURRENT-ASSETS> 87,964
<PP&E> 133,719
<DEPRECIATION> 70,505
<TOTAL-ASSETS> 153,190
<CURRENT-LIABILITIES> 38,135
<BONDS> 0
0
0
<COMMON> 6,139
<OTHER-SE> 85,918
<TOTAL-LIABILITY-AND-EQUITY> 153,190
<SALES> 234,030
<TOTAL-REVENUES> 234,030
<CGS> 153,345
<TOTAL-COSTS> 153,345
<OTHER-EXPENSES> 315
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 40
<INCOME-PRETAX> 16,060
<INCOME-TAX> 5,510
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,550
<EPS-PRIMARY> .88
<EPS-DILUTED> .88
</TABLE>
