<PAGE>
CASCADE CORPORATION
Notice of Annual Meeting
May 13, 1997
To the Shareholders:
The 1997 Annual Meeting will be held at the Renaissance Room, Governor
Hotel, 611 SW 10th Avenue, Portland, Oregon, on Tuesday, May 13, 1997 at
10:00 a.m., Pacific Daylight Time, for the following purposes:
1. The election of Directors for the ensuing year.
2. To consider a proposal to amend Article V of the Articles of
Incorporation to provide voting rights to certain preferred shares
issued by a subsidiary of the Corporation.
3. 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 4, 1997 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.
JAMES P. MILLER
Secretary
Portland, Oregon
April 14, 1997
PROXY STATEMENT
This proxy statement and the accompanying proxy form are being mailed
to security holders April 14, 1997.
Matters to be Presented at the Meeting
The election of Directors and the proposal to amend Article V of the
Articles of Incorporation are the only matters 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.
<PAGE>
Outstanding Voting Securities
There are outstanding and eligible to vote at the meeting 11,666,704
shares of common stock of the Corporation, each entitled to one vote. As of
April 4, 1997, the only persons known to the Corporation to be beneficial
owners of more than 5% of the outstanding common stock of the Corporation
were ICM Asset Management, Inc. 601 W. Main Ave., Suite 600, Spokane,
Washington 99201, 1,194,900 shares, or 10.2% of the total common stock
outstanding (sole voting power as to 830,600 shares); The State Teachers
Retirement Board of Ohio, 275 East Broad Street, Columbus, Ohio 43215-3771,
595,200 shares, or 5.1% of the total common stock outstanding; and The Robert
C. And Nani S. Warren Revocable Trust, c/o 2020 S.W. Fourth Avenue, Suite
600, Portland, Oregon 97201, 1,654,592 shares, or 14.2% of the total common
stock outstanding (see table under "Election of Directors").
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 requiring a vote of the shareholders other than the
election of directors and the proposal to amend Article V of the Articles of
Incorporation 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 4, 1997.
1. ELECTION OF DIRECTORS
Each nominee listed below is a candidate for election to the Board of
Directors to serve until the 1998 Annual Meeting or until a successor is
elected. All nominees except Mr. Harrison and Ms. Wilgenbusch were elected
to the Board at the 1996 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 affect the determination of a
plurality. Further information follows with respect to each nominee.
<PAGE>
<TABLE>
<CAPTION>
TABLE 1
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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 4, 1997 Stock
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<S> <C> <C> <C> <C>
Joseph J. Barclay, 64 1972 Chairman of the Corporation since August, 1993; Chief Execu- 250,214 2.2%
tive Officer from August, 1993 until May 14, 1996; formerly Presi-
dent and Chief Executive Officer, Director, Granite Construction
Incorporated
Robert C. Warren, Jr., 48 1982 President and Chief Executive Officer of the Corporation since 1,712,845(1) 14.8%(1)
May 14, 1996; President and Chief Operating Officer since
August, 1993; formerly Vice President - Marketing; Director,
Esco Corporation, manufacturers and distributors of high alloy
steel products
William J. Harrison, 57 Executive Vice President of the Corporation and President and 10,000(2) -
Chief Executive Officer of Kenhar Corporation, a manufacturer
of forks and related equipment for lift trucks acquired by a
subsidiary of the Corporation March 11, 1997; General
Chairman and Chief Executive Officer of Kenhar until its
acquisition
Richard C. Hire, 69 1972 Retired Vice President-Finance and Secretary of the 32,856 0.3%
Corporation
Eric Hoffman, 73 1980 Chairman, Hoffman Corporation, General Contractors 8,000 -
C. Calvert Knudsen, 72 1974 Director and retired Chairman, Chief Executive Officer, 1,662,791(1) 14.2%(1)
MacMillan Bloedel, Ltd.; Director, Safeco Corporation
Nicholas R. Lardy, 51 1993 Senior Fellow, The Brookings Institution, a policy research 2,800 -
institution
Lawrence S. Maunder, 64 1996 Retired, Vice President-Marketing of the Corporation August, 4,396 -
1993 until August, 1996; formerly Vice President - U.S. Sales
James S. Osterman, 59 1994 President, Outdoor Products Group, Oregon Cutting Systems, 600 -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Division of Blount, Inc., a diversified manufacturer
Jack B. Schwartz, 60 1995 Partner, Newcomb, Sabin, Schwartz & Landsverk, Attorneys, 1,718,192(1)(3) 14.8%(1)(3)
Nancy Wilgenbusch, 49 President, Marylhurst College since 1984; Director, Pacificorp, - -
an energy company; Director, Pacific Telecom, a telecommunications
company; and Director, Portland Branch of the Federal Reserve
Bank of San Francisco
13 Directors and Officers as a Group 2,122,282 18.20%
</TABLE>
(1) Includes 1,654,592, or 14.2% of those outstanding, as to which
Mr. Warren has sole voting powers and Messrs. Warren, Knudsen
and Schwartz have shared investment powers; as co-Trustees of
the Robert C. and Nani S. Warren Revocable Trust. Messrs.
Knudsen and Schwartz disclaim beneficial interest in shares
owned by the Trust.
(2) Includes 5,000 shares owned by W. J. Harrison Holdings Ltd.
("Holdings") and 5,000 shares owned by Mr. Harrison and his
spouse through a corporation. Holdings also controls Couphar
Ltd., which in turn owns 1,100,000 preference shares of
Cascade (Canada) Holdings Inc., a subsidiary of the
Corporation. The Corporation and its subsidiary have agreed
to pay amounts equivalent to future dividends declared on
Cascade common shares for each of the preference shares owned
by Couphar. The preference shares may be exchanged for Cascade
Corporation common shares on a share-for-share basis (see
additional information under "Other Transactions" at Page
[add] and "Proposal to Amend Article V of the Articles
of Incorporation" at Page [add]
(3) Includes shared voting and investment powers as to 70,000
shares, or .6% of those outstanding, beneficially owned by
a charitable foundation, as to which Mr. Schwartz disclaims
beneficial ownership.
<PAGE>
The Board of Directors met eight 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. Hoffman,
Knudsen and until his death February 21, 1997, Robert C. Warren, Sr. 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 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 $12,000
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, 1997. Fees
are unchanged for the year ending January 31, 1998.
Other Transactions
During the year ended January 31, 1997, the Corporation awarded Hoffman
Corporation a contract for construction of an office addition to its
Portland, Oregon, plant. Eric Hoffman, a Director, is chairman and a major
shareholder of Hoffman Corporation. The construction contract calls for a
guaranteed maximum cost to Cascade of $4,441,000, subject to adjustment in
certain circumstances. The Corporation awarded the contract after reviewing
competing proposals submitted by various contractors and determining that the
Hoffman Corporation proposal was superior to the others. Payments to Hoffman
Corporation totaled $1,342,198 during the year.
In March, 1996, the Corporation agreed to retain Richard C. Hire, retired
Vice President - Finance and a Director, to render consulting services for a
period of three years. The Corporation will compensate him $25,000 per year,
payable after March 1, 1998.
In May, 1996, the Corporation purchased 120,000 shares of common stock
from Mr. Barclay at a price of $16 per share, which approximated the bid
price quoted on NASDAQ at time of purchase, or total consideration of
$1,920,000.
Newcomb, Sabin, Schwartz & Landsverk, a firm in which Jack B. Schwartz, a
Director, is a partner, renders legal services to the Corporation in the
ordinary course of business. During the year ended January 31, 1997, the
Corporation paid the firm fees approximating $531,070 for such services and
additional services in connection with environmental matters and related
litigation.
<PAGE>
On March 11, 1997, the Corporation purchased the outstanding shares of
Kenhar Corporation. William J. Harrison, a nominee for election as Director,
owns indirectly 86% of the outstanding shares of Couphar Ltd., a Kenhar
minority shareholder. Couphar, Ltd. received as its share of the
consideration for the purchase 1,100,000 preferred shares of Cascade (Canada)
Holdings, Inc. which may be exchanged share-for-share for common stock of the
Corporation (see description of the preferred shares under "Proposal to Amend
Article V of Articles of Incorporation" at Page [add] below) and
approximately $5,471,725 cash. A summary of certain additional provisions of
agreements entered into with Mr. Harrison or Couphar Ltd. follows:
(a) Mr. Harrison will be employed as Executive Vice President and as
President and Chief Executive Officer of its Kenhar Corporation subsidiary
for a period of three years at an annual base salary of $200,000, and an
incentive bonus. The Corporation has also agreed to provide health
insurance, pension coverage, and certain other benefits.
(b) The Corporation has agreed to nominate Mr. Harrison for election
as Director at appropriate meetings of shareholders during the three-year
period ending March 10, 2000, while he is an employee.
(c) The Corporation has agreed to provide registration under the
Securities Act of 1933 for common shares obtained by Couphar Ltd.
through exchange of Cascaded (Canada), Inc. preferred shares to the
extent such registration is necessary to permit sale of specified, limited
amounts of such shares. Additionally, the Corporation has agreed to assist
in a registered underwriting of such shares without limitation in the
event of Mr. Harrison's death or the termination of his employment.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information concerning the
compensation of the individuals who served as 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, 1997.
<PAGE>
<TABLE>
<CAPTION>
Table 2
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Annual Compensation
--------------------
Name and All Other
Principal Position Year Salary Incentive Payment Compensation(1)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph J. Barclay 1996 $216,000 $379,523 $13,270
Chairman, Chief Executive 1995 180,000 456,515 11,820
Officer until May 14, 1996 1994 180,000 322,147 11,820
Robert C. Warren, Jr. 1996 156,000 303,618 10,903
President, Chief Executive 1995 130,000 365,212 9,820
Officer Beginning May 14, 1996 1994 130,000 257,709 9,820
Gregory S. Anderson 1996 93,900 91,086 7,411
Vice President-Human Resources 1995 84,300 106,919 6,744
1994 83,200 77,313 6,634
Terry H. Cathey 1996 105,600 150,809 8,372
Vice President - Material Handling 1995 94,200 178,199 7,536
Operations 1994 93,000 128,855 7,416
Zouhdi M. Derhalli 1996 106,800 151,809 8,708
Vice President - Material Handling 1995 93,000 178,199 7,440
Product Development 1994 91,800 128,855 7,320
James P. Miller 1996 111,246 131,568 5,892
Executive Vice President 1995 84,300 89,099 5,884
Secretary and Treasurer(2) 1994 84,300 64,427 5,817
</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.
(2) Mr. Miller served as Treasurer until June 1, 1996 and as Vice President -
Finance, Secretary and Treasurer until November 12, 1996.
<PAGE>
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.
Options Granted in 1996
The following information is furnished for the year ended January 31,
1997 with respect to the named executive officers for stock options which
were granted in May 1996 under the 1995 Senior Managers' Incentive Stock
Option Plan (the "Stock Option Plan").
<PAGE>
<TABLE>
<CAPTION>
Table 3
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Number of % of Total Potential Realizable Value at Aggregate Value of
Securities Options Assumed Annual Rates of Options Unexercised
Underlying Granted to Exercise Stock Price Appreciation for Outstanding In-the-money
Options Employees Price Expiration Option Term (2) as of Options at
Granted in 1996 In 1996 Per Share Date (1) 5% 10% January 31, 1997(3) January 31, 1997(3)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph J.
Barclay 8,100 8.68% $16.00 5/14/2006 $83,853 $221,233 14,695 $4,874
Robert C.
Warren, Jr. 5,318 5.70% 17.60 5/14/2006 46,544 136,740 9,648 -
Gregory S.
Anderson 3,563 3.82% 16.00 5/14/2006 36,885 97,315 6,652 2,168
Terry H.
Cathey 3,960 4.24% 16.00 5/14/2006 40,995 108,158 7,412 2,412
Zouhdi M.
Derhalli 4,005 4.29% 16.00 5/14/2006 41,461 109,387 7,413 2,429
James P.
Miller 3,938 4.22% 16.00 5/14/2006 40,767 107,557 7,027 2,355
</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 the Corporation 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 of Cascade
Corporation shares at the rate shown beginning on the date of grant
through the option expiration date.
(3) No options were exercisable during the year ended January 31, 1997.
<PAGE>
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.
Upon his retirement as Vice President - Marketing, Lawrence S. Maunder,
a Director, received lump sum payments of $242,500, representing the
actuarially determined value of retirement benefits payable to him under the
Cascade Corporation Retirement Plan, and $335,763, representing the actuarial
value of his supplemental severance benefit.
Estimated annual Retirement Plan benefits and estimated lump sum
supplemental plan benefits, respectively, payable to named executive officers
as of January 31, 1997 are as follows: Mr. Barclay, $68,244 and $816,000; Mr.
Warren, Jr., $15,977 (Retirement Plan only); Mr. Cathey $9,816 (Retirement
Plan only); and Mr. Derhalli $29,016 and $587,000. 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, 1997; 401(k) plan employer contributions
equal to those for the year ended January 31, 1997; 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,
1996.
Messrs. Warren, Jr., Anderson, Cathey and Miller 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. Robert C. Warren, Sr., who served as a member of the Committee
until his death February 21, 1997, was formerly Chairman of the Corporation
and served as Chief Executive Officer in the past.
For the year ended January 31, 1997, 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, 1996 meeting.
<PAGE>
By tying compensation in significant part to profits, the Compensation
Committee believes the Corporation has assured a close correlation between
executive compensation and corporate performance for the period involved.
In the committee's view, the Corporation's fiscal 1996 performance was to
a significant degree a reflection of prior years' efforts on the part of
its executive team.
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. Mr. Warren, Jr.'s base salary and
incentive bonus participation were established by the Board of Directors
at its February, 1996 meeting upon recommendation of the Committee. The
Committee believes compensation paid fairly reflects Mr. Barclay's and Mr.
Warren, Jr.'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
Eric Hoffman
C. Calvert Kundsen
Robert C. Warren (Deceased February 21, 1997)
PERFORMANCE GRAPH
The following graph compares the annual percentage change in the
cumulative shareholder return on the Corporation's Comdmon 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, 1992 and reinvestment of
dividends.
CASCADE CORPORATION PEER GROUP NASDAQ NON-FINANCIAL
1/92 $100.00 $100.00 $100.00
1/93 105.00 140.00 106.00
1/94 105.00 136.00 123.00
1/95 124.00 136.00 114.00
1/96 143.00 175.00 161.00
1/97 181.00 234.00 209.00
<PAGE>
2. PROPOSAL TO AMEND ARTICLE V OF THE ARTICLES OF
INCORPORATION
Description of Amendment
The Board of Directors has voted to submit an amendment to Article V of
the Articles of Incorporation for shareholder vote. The amendment would
permit the Corporation ("Cascade") to issue a single share of Special Voting
Stock. The holder of the Special Voting Stock would be entitled to cast votes
on matters presented to Cascade shareholders equal in number to number of the
exchangeable preference shares ("Exchangeable Shares") of Cascade's subsidiary,
Cascade (Canada) Holdings, Inc., outstanding at the applicable record date for
determination of shareholders entitled to vote. Votes cast by the holder of
the Special Voting Stock would be counted together with votes cast by holders
of Cascade common shares. An Appendix setting forth the text of Article V
with the proposed amendment appears at Page [add] below.
Purpose of Amendment
As part of the purchase price paid for its March 11, 1997, acquisition
of the outstanding shares of Kenhar Corporation, Cascade issued to Couphar
Ltd., a Canadian corporation 86%-owned by William J. Harrison (through W.J.
Harrison Holdings Ltd.), 1,100,000 Exchangeable Shares. Mr. Harrison, who
founded Kenhar Corporation, has agreed to remain as its President and Chief
Executive Officer. He has also been appointed an Executive Vice President of
Cascade and is a nominee for election to the Board of Directors (see "Election
of Directors" above).
The 1,100,000 Exchangeable Shares are intended to provide Mr. Harrison,
through Couphar Ltd., with an equity interest equivalent to ownership of a
like number of Cascade common shares and to accommodate certain Canadian tax
planning objectives of Mr. Harrison. Exchangeable Shares may be
exchanged share-for-share for Cascade common shares. Holders of Exchangeable
Shares are entitled to dividends equivalent to those declared and paid on like
numbers of Cascade common shares. Couphar Ltd. has agreed to restrict transfer
of Exchangeable Shares to certain members of Mr. Harrison's family.
Cascade agreed to present the proposed amendment to Article V of the
Articles of Incorporation to the shareholders in order to permit Couphar Ltd.
to exercise voting rights equivalent to those of 1,100,000 Cascade common
shares.
Operation of Amendment
If the proposed amendment to Article V of the Articles of Incorporation
of the Corporation is adopted, Cascade will issue the Special Voting Share to
TD Trust Company, a Canadian trust company. Under an agreement with Couphar
Ltd. and Cascade, TD Trust Company will own the Special Voting Share as
trustee for Couphar Ltd. TD Trust Company will exercise voting rights
represented by the Special Voting Share only in accordance with directions
received from Couphar Ltd. As Exchangeable Shares are exchanged for Cascade
common shares, the number of votes represented by the Special Voting Share
will diminish accordingly.
<PAGE>
Effect of Amendment
The proposed amendment to Article V of the Articles of Incorporation
would permit the holder of the Special Voting Share to vote the Exchangeable
Shares as if they were Cascade common shares. The 1,100,000 Exchangeable
Shares, added to the 11,666,704 Cascade common shares presently outstanding,
would represent 8.6% of a total of 12,766,704 shares outstanding and entitled
to vote on matters presented to the shareholders.
The trustees of the Robert C. and Nani S. Warren Revocable Trust, holder
of 1,664,592 common shares of the Corporation, and Couphar Ltd. have agreed
(a) that Trust shares will be voted in favor of any slate of directors
presented for a shareholder vote by Cascade management which includes
Mr. Harrison and (b) that Couphar Ltd. shares will be voted in favor of
any slate of directors presented for a shareholder vote by Cascade management.
The agreement terminates March 10, 2000. The Trust presently holds 14.2% of
the Cascade common shares outstanding and entitled to vote on matters presented
to shareholders. If the proposed amendment to Article V of the Articles of
Incorporation is adopted, shares held by the Trust would represent 13% of all
shares outstanding and entitled to vote.
Required Vote
Adoption of the proposed amendment to Article V of the Articles of
Incorporation requires the affirmative vote of holders of a majority of shares
voting on the matter. The trustees of the Robert C. and Nani S. Warren
Revocable Trust have agreed with Couphar Ltd. to vote shares held by the Trust
in favor of the proposed amendment.
Management Recommends a Vote FOR the Proposed Amendment to Article V of the
Articles of Incorporation.
Independent Certified Public Accountants
Price Waterhouse LLP, 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, 1998,
in order to be included in the proxy materials for such meeting.
Annual Report
The Annul 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.
<PAGE>
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 the Secretary, Cascade Corporation, 2020 S.W. Fourth
Avenue, Portland, Oregon 97201, the Executive Offices of the Corporation.
<PAGE>
APPENDIX
ARTICLE V OF CASCADE CORPORATION ARTICLES OF
INCORPORATION WITH PROPOSED AMENDMENT
(Portions Added or Changed In Bold)
ARTICLE V
The total authorized capital stock of the Corporation is 20,200,001
shares, divided into 200,000 shares of Preferred Stock without par value,
1 share of Special Voting Stock without par value and 20,000,000 shares of
Common Stock of the par value of fifty cents per share.
A. Preferred Stock.
----------------
1. Issuance. The Preferred Stock may be issued from time to
time by the Board of Directors in any amounts as Preferred Stock of one or
more series, as hereinafter set forth, provided that no more than 200,000
shares of Preferred Stock may be outstanding at any one time. Upon the
creation and issuance of any series the designation, description and
terms thereof shall be set forth in a verified certificate executed on
behalf of the Corporation by its President or a Vice President and its
Secretary or an Assistant Secretary and delivered to the Corporation
Commissioner of the State of Oregon. The Board of Directors of the
Corporation is hereby empowered to cause the Preferred Stock to be issued
in series with variations as to (a) the rates of dividend payable thereon;
(b) whether shares can be redeemed, and, if so, the redemption price and
terms and conditions or redemption; (c) the amount payable upon shares in
event of voluntary or involuntary liquidation; (d) sinking funds,
if any, for the redemption or purchase of shares; and (e) the terms and
conditions, if any, on which shares may be converted to Common Stock of the
Corporation, all to the full extent now or hereafter permitted by the laws
of the State of Oregon.
2. Relative Rights and Preferences. Each share of each series
of Preferred Stock shall have the same relative rights and preferences as
and be identical in all respects with all other shares of the same series.
3. Voting. Each holder of Preferred Stock shall be entitled,
upon all matters to be voted upon by the shareholders of the Corporation,
to one vote for each share of Preferred Stock standing in his name on the
books of the Corporation as of the record date set for such voting. Except
where otherwise specifically required by the statutes of the State of
Oregon, holders of Preferred Stock shall not vote separately as a class,
but shall vote on all matters as a single class with common stock and any
other class of capital stock of the Corporation voting with the common
stock.
4. Dividends.
----------
(a) The holder of Preferred Stock of each series shall be
entitled to receive cumulative preferential dividends in cash at the per
annum rate determined for such series, and
<PAGE>
not more, payable as provided in the resolutions of the Board of Directors
authorizing the issue of each such series. Such dividends shall be paid, out
of the funds of the Corporation legally available therefor, when and as
declared by the Board of Directors.
(b) So long as any of the Preferred Stock remains outstanding,
unless all dividends on the Preferred Stock for all past dividend periods shall
have been paid, no dividend shall be paid or declared, nor shall any other
distribution be made, on the Common Stock, other than a dividend payable in
Common Stock, nor shall any shares of the Common Stock be redeemed or purchased
by the Corporation, nor shall the Corporation redeem or purchase any Preferred
Stock or credit any sum of money, through a sinking fund or otherwise, for
the redemption or purchase of Preferred Stock.
(c) In case the stated dividends on all shares of Preferred
Stock are not paid in full, the shares of all series of the Preferred Stock
shall share ratably in the payment of dividends, including accumulations
thereof, if any, in proportion to the sums that would be payable on such
series if all dividends thereon were declared and paid in full.
B. Special Voting Stock.
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1. Issuance. The Board of Directors shall issue the share
of Special Voting Stock only in accordance with the Share Purchase Agreement
dated March 11, 1997, and further contemporaneous agreements (the Share
Purchase Agreement) under which Cascade (Canada) Holdings, Inc., a subsidiary
of the Corporation, agreed to acquire all outstanding shares of the capital
stock of Kenhar Corporation and to issue its Exchangeable Shares in partial
consideration. At such time as there are no Exchangeable Shares of Cascade
(Canada) Holdings, Inc. outstanding other than those owned by (I) the
Corporation, any of its subsidiaries or any person directly or indirectly
controlled by or under common control with the Corporation or (ii) persons
other than those permitted to own such shares under the Share Purchase
Agreement, the Special Voting Stock shall be canceled.
2. Voting. The share of Special Voting Stock shall entitle
the holder thereof permitted to own such shares pursuant to the Share Purchase
Agreement to the number of votes, on all matters to be voted on by the holders
of common stock of the Corporation, equal to the number of Exchangeable Shares
of Cascade (Canada) Holdings, Inc. owned of record by persons permitted to own
such shares under the Share Purchase Agreement as of the record date for
determination of eligibility to vote on the matter, which shall be the same
record date as that used to determine holders of common shares eligible to
vote. Unless otherwise required by law or these Articles of Incorporation,
Common Stock and the share of Special Voting Stock shall vote together as a
single class on all matters presented to the shareholders.
3. Dividends. No dividends shall be declared on the share of
Special Voting Stock.
4. Liquidation. In the event of any liquidation, dissolution
or winding up of the Corporation, the holder of the share of Special Voting
Stock shall have no right to receive any distribution of assets of the
Corporation.
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C. Common Stock.
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1. Dividends.
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(a) After all dividends on the Preferred Stock for all past
dividend periods shall have been paid and any and all amounts then or
theretofore required to be set aside or applied in respect of any sinking
fund requirements with respect to Preferred Stock, such dividends payable
in cash, stock or otherwise as may be determined by the Board of Directors
may be declared and paid on the Common Stock from time to time out of the
surplus or net profits of the Corporation available for the payment of
dividends.
(b) The Preferred Stock shall not be entitled to participate
in any such dividends whether payable in cash, stock or otherwise.
2. Liquidation. In the event of any liquidation, dissolution
or winding up of the Corporation, if payment shall have been made in full
to the holders of the Preferred Stock then outstanding in the amounts to
which such holders are entitled upon such liquidation, dissolution or
winding up of the Corporation, the remaining assets of the Corporation
shall be distributed among the holders of Common Stock according to their
respective rights and preferences and pro rata in accordance with their
respective holding.
3. Voting Rights. Each holder of Common Stock shall be entitled
to, upon all matters to be voted upon by the shareholders of the
Corporation, one vote for each share of such stock standing in his name on
the books of the Corporation as of the record date set for such voting.
D. Pre-Emptive Rights.
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No holder of stock of the Corporation of any class shall have any
pre-emptive right whatsoever to subscribe to or otherwise acquire any shares
of any class of stock of the Corporation, whether now or thereafter
authorized and whether unissued and held in the treasury of the Corporation,
or to any obligations convertible into stock of the Corporation issued or sold,
regardless of whether the issue or sale of any such shares or obligations will
adversely affect such stockholder's proportionate voting power.
