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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Cascade Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/x/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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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.
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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>
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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
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<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%
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</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
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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>
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ANNUAL COMPENSATION
NAME AND ---------------------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY INCENTIVE PAYMENT COMPENSATION (1)
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<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
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</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
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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>
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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)
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NAME GRANTED IN 1995 IN 1995 PER SHARE DATE (1) 5% 10%
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<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
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</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
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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)
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FOLD AND DETACH HERE
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PLEASE MARK
YOUR VOTES AS [X]
INDICATED IN
THIS EXAMPLE
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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
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Signature
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Signature
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FOLD AND DETACH HERE
