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Schedule 13D
Cover - Page 1
Name of Issuer - Cascade Corporation
Class of Securities - Common Stock
CUSIP Number - 147195101
Person Authorized to Receive Notices
William J. Harrison
27 Fox Run Drive, RR#3
Guelph, Ontario
N1H 6N9
With copies to:
J.P. Dawson, Esq.
Aird & Berlis
Barristers and Solicitors
BCE Place
Suite 1800, Box 754
181 Bay Street
Toronto, Canada M5J 2T9
and
Jack B. Schwartz, Esq.
Newcomb, Sabin, Schwartz & Landsverk, LLP
Attorneys at Law
Suite 4040, 111 S.W. Fifth Avenue
Portland, Oregon 97204
Date of Event Which Requires Filing of This Statement:
March 11, 1997
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Schedule 13D
Cover - Page 2
1)Names of Reporting Persons
Couphar Ltd.
2)Check the Appropriate Box if a Member of a Group
Check Row 2(b)
3)SEC Use Only
4)Sources of Funds
OO
5)Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
None
6)Citizenship or Place Of Organization
Ontario, Canada
Number of Shares Beneficially Owned
(Reference in Each Case is to Cascade Corporation Common Shares for
which Preferred Shares of a Cascade Corporation subsidiary held by
Couphar Ltd may be exchanged)
(7) Sole Voting Power - 0
(8) Shared Voting Power - 1,100,000
(9) Sole Dispositive Power - 0
(10) Shared Dispositive Power - 1,100,000
11)Aggregate Amount Beneficially Owned by Each Reporting Person
Couphar Ltd. - 1,100,000 Shares
12)Check if the Aggregate Amount in Row (11) Excludes Certain Shares
No
13)Percent of Class Represented By Amount in Row (11)
8.6%
14)Type of Reporting Person
CO
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Cover - Page 2
1)Names of Reporting Persons
W.J. Harrison Holdings Ltd.
2)Check the Appropriate Box if a Member of a Group
Check Row 2(b)
3)SEC Use Only
4)Sources of Funds OO
5)Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
None
6)Citizenship or Place of Organization
Ontario, Canada
Number of Shares Beneficially Owned
(7) Sole Voting Power - 5,000
(8) Shared Voting Power - 1,100,000
(9) Sole Dispositive Power - 5,000
(10) Shared Dispositive Power - 1,100,000
11)Aggregate Amount Beneficially Owned by Each Reporting Person
1,105,000 ( includes 1,100,000 Cascade Corporation Common
Shares for which Preferred Shares of a Cascade Corporation
subsidiary held by Couphar Ltd. may be exchanged. W.J. Harrison
Holdings Ltd. owns of record and beneficially 86% of the
outstanding shares of Couphar Ltd.)
12)Check if the Aggregate Amount in Row (11) Excludes Certain Shares
No
13)Percent of Class Represented By Amount in Row (11)
8.6%
14)Type of Reporting Person
CO
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Cover - Page 2
1)Names of Reporting Persons
W.J. Harrison
2)Check the Appropriate Box if a Member of a Group
Check Row 2(b)
3)SEC Use Only
4)Sources of Funds
00
5)Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
None
6)Citizenship or Place of Organization
Ontario, Canada
Number of Shares Beneficially Owned
(7) Sole Voting Power - 5,000
(8) Shared Voting Power - 1,105,000
(9) Sole Dispositive Power - 5,000
(10) Shared Dispositive Power - 1,105,000
11)Aggregate Amount Beneficially Owned by Each Reporting Person
1,110,000 ( includes 1,100,000 Cascade Corporation Common
Shares for which Preferred Shares of a Cascade Corporation
subsidiary held by Couphar Ltd. may be exchanged. W.J. Harrison
Holdings Ltd. owns of record and beneficially 86% of the
outstanding shares of Couphar Ltd. W.J. Harrison owns of record
and beneficially 100% of the outstanding shares of W.J. Harrison
holdings.)
12)Check if the Aggregate Amount in Row (11) Excludes Certain Shares
No
13)Percent of Class Represented By Amount in Row (11)
8.6%
14)Type of Reporting Person
IN
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Item 1. Security and Issuer
Securities Acquired: Preferred Shares of Cascade (Canada)
Holdings, Inc., a subsidiary of Cascade Corporation (Preferred
Shares), which are exchangeable, share for share, for Cascade
Corporation common shares (Common Stock).
Issuer (Common Stock): Cascade Corporation
Principal Executive Offices:
2020 S.W. Fourth Avenue, Suite 600
Portland, Oregon 97201
Item 2. Identity and Background
(a) This schedule is being filed jointly by the following
reporting persons ("Reporting Persons") pursuant to an Agreement
of Joint Filing attached hereto as Exhibit A:
(i) Couphar Ltd., a privately held Ontario, Canada
corporation the principal business of which is to
hold investments.
(ii) W.J. Harrison Holdings Ltd., a privately held
Ontario, Canada corporation the principal business of
which is to hold investments, which holds 86% of the
outstanding shares of Couphar Ltd.
(iii) William J. Harrison, sole shareholder, President and
sole director of W.J. Harrison Holdings Ltd., and
president and a director of Couphar Ltd. Mr.
Harrison's principal employment is Executive Vice
President of Cascade Corporation and President and
Chief Executive Officer of its subsidiary, Kenhar
Corporation.
(b), (c) and (f) Each of the Reporting Persons has a business
address of 27 Fox Run Drive, RR#3 Guelph, Ontario, Canada, N1H
6N9
(d) No events have occurred which would require reporting under
this provision.
(e) No events have occurred which would require reporting under
this provision.
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Item 3. Sources of Funds or Other Consideration
The Preferred Shares exchangeable into Common Stock were acquired
in partial consideration for sale of all outstanding shares of
Kenhar Corporation, an Ontario corporation, to Cascade
Corporation. Couphar, Ltd. was a Kenhar Corporation shareholder.
Item 4. Purpose of the Transaction
See response to Item 3 above. Cascade Corporation has agreed to
include William J. Harrison as a nominee for election as director
on slates of management nominees presented to shareholders
through March 10, 2000. Except as stated, the Reporting Persons
have no plans or proposals that relate to or would result in any
of the events set forth in items 4(a) through (j).
The Reporting Persons, subject to the agreements described in
Item 6 below, reserve the right to purchase additional shares of
Common Stock or dispose of Common Stock acquired upon the
exercise of Couphar Ltd. exchange rights in the open market, in
privately negotiated transactions, via underwritten offerings, or
in any other lawful manner in the future and to take whatever
action with respect to the Reporting Persons' holdings of Common
Stock they deem to be in their best interests.
Item 5. Interest in Securities of the Issuer
(a) Shares beneficially owned by the Reporting Persons held by
Couphar Limited would represent 8.6% of the Common Stock,
assuming all Preferred Shares are exchanged for Common
Stock.
(b) Voting and Dispositive Powers are held as follows:
Sole Voting Power:
W.J. Harrison/Harrison Holdings, Ltd.
10,000 Shares Common Stock
Shared Voting Power:
1,100,000 Shares (assuming exchange of
Preferred Shares for Common Stock).
Sole Dispositive Power
W.J. Harrison/Harrison Holdings, Ltd.
10,000 Shares Common Stock
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Couphar Ltd., 1,100,000 Shares
Shared Dispositive Power
None
(c) Transactions in Shares
None
(d) Mr. William J. Harrison, as sole shareholder of W.J.
Harrison Holdings, Inc., controlling shareholder of Couphar
Ltd. has indirect power to direct receipt of dividends from,
or the proceeds from the sale of, Preferred Shares, and of
Common Stock for which Preferred Shares may be exchanged.
He, and W.J. Harrison Holdings, Inc., may be considered
beneficial owners of Cascade (Canada) Holdings, Inc.
exchangeable preferred shares owned by Couphar, Inc.
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On March 11, 1997, Couphar Ltd. entered into an agreement with
the Robert C. and Nani S. Warren Revocable Trust (the Trust)
owner of 1,654,492 shares Common Stock, or 13% of those
outstanding, to vote Preferred Shares and Common Stock held by it
in favor of any slate of directors presented for a shareholder
vote by Cascade Corporation management through March 10, 2000.
The Trust agreed to vote Common Stock it holds in favor of any
slate of directors presented for a shareholder vote by Cascade
Corporation management through March 10, 2000, which includes
William J. Harrison as a candidate for election as director. The
Trust further agreed to vote its Common Stock in favor of an
amendment to the Articles of Incorporation of Cascade Corporation
to be presented to shareholders at Cascade Corporation's May 13,
1997, annual meeting, intended to provide the 1,100,000 Preferred
Shares held by Couphar, Ltd. with voting rights equivalent to
those of Common Stock. The Preferred Shares are not entitled to
vote at present. The Agreement is attached as Exhibit B.
On March 11, 1997, Couphar Ltd. and Cascade Corporation entered
into a Refusal Agreement under giving Cascade
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Corporation a right of first refusal applicable to certain sales
by Couphar of Common Stock in excess of 110,000 shares in any 30-
day period. A copy of the Refusal Agreement is attached as
Exhibit C.
On March 11, 1997, Couphar Ltd. and Cascade Corporatiojn entered
into a Registration Rights Agreement under which Cascade
Corporation agreed to register Common Stock received by Couphar
Ltd. in exchange for Preferred Shares under the Securities Act of
1933. While William J. Harrison is a Cascade Corporation
employee, the registration rights granted by the Agreement
applies specifically to instances in which Rule 144 would not
provide a safe harbor for sales of such Common Stock. In such
cases, registration rights are limited to numbers of shares
consistent with volume limitations which Rule 144 would impose if
applicable. The Agreement also provides Couphar Ltd. an
opportunity to offer Common Shares in connection with Cascade
Corporation underwritten offerings of Common Stock, and provides
that Cascade Corporation will assist in one registered
underwriting of Common Stock owned by Couphar Ltd. In the event
of William J. Harrison's death or the termination of his Cascade
employment. A copy of the Registration Rights Agreement is
attached as Exhibit D.
A copy of provisions relating to the exchange of Preferred Shares
for Common Stock is attached as Exhibit E.
Item 7. Material to be Filed as Exhibits
Exhibit A. Agreement of Joint Filing between Reporting Persons
Exhibit B. Shareholders' Agreement Between the Trustees of the
Robert C. and Nani S. Warren Revocable Trust and
Couphar Ltd., dated March 11, 1997.
Exhibit C. Refusal Agreement*
Exhibit D. Registration Rights Agreement*
Exhibit E. Exchangeable Share Provisions*
*To Be Supplied by Amended Filing
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct. This
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statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one
instrument.
/s/ W. J. Harrison
----------------------------
W. J. Harrison
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct. This statement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which shall constitute
one instrument.
COUPHAR LTD.
By /s/ W.J. Harrison
--------------------------
W.J. Harrison, President
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct. This statement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which shall constitute
one instrument.
W.J. HARRISON HOLDINGS LTD.
By /s/ W.J. Harrison
-----------------------------
W.J. Harrison, President
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EXHIBIT A
AGREEMENT OF JOINT FILING
In accordance with Rule 13D-1(f) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby confirm the agreement by and among them to
the joint filing on behalf of them in a Statement on Schedule 13D and any and
all amendments thereto, with respect to common shares of Cascade Corporation and
that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to
be one and the same Agreement.
DATED this 21st day of March, 1997.
COUPHAR LTD. W.J. HARRISON HOLDINGS LTD.
By /S/W.J. Harrison By /S/W.J. Harrison
-------------------------- ------------------------------
W.J. Harrison, President W.J. Harrison, President
/S/W.J. Harrison
-------------------------
W. J. Harrison
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SCHEDULE 13D - EXHIBIT B
SHAREHOLDERS' AGREEMENT
The Trustees ( Warren Trustees) of the Robert C. Warren and Nani Swigert
Warren Revocable Trust (Trust) and Couphar Ltd.(Couphar) agree as follows:
1. PURPOSE
Trust owns 1,654,592 shares of common stock of Cascade Corporation
(Cascade). In connection with its acquisition of shares of Kenhar Corporation,
Cascade has provided Couphar 1,100,000 Exchangeable Preferred shares of Cascade
(Canada) Holdings, Inc., a corporation organized under the laws of the Province
of Ontario (the Exchangeable Shares). Each Exchangeable Share may be exchanged
for one share of Cascade common stock, pursuant to the provisions of such
Exchangeable Shares. Cascade has agreed to present to its shareholders an
amendment to its Articles of Incorporation permitting issuance to TD Trust
Company, as trustee for Couphar (Couphar Trustee), of a Cascade preferred share
which would grant the Couphar Trustee the right to cast votes equal to the
number of Exchangeable Shares held by Couphar (on the record date for
determining common shareholders eligible to vote) on matters presented to
Cascade common shareholders for decision (the Special Voting Stock). This
Agreement is intended to set forth the parties' understandings as to certain
rights of the parties with respect to voting on certain matters presented to
Cascade common shareholders, and as to certain sales of Cascade common shares by
Warren Trustees.
2. DEFINITIONS
For purposes of this Agreement,
(a) "Common Shares" means shares of common stock of Cascade or any
successor corporation;
(b) "Couphar Common Shares" means at any time the number of Common Shares
which Couphar would hold if all Exchangeable Shares were then
exchanged for Common Shares (not including Common Shares acquired
other than those acquired directly or indirectly through exchange of
Exchangeable Shares or as a result of application of the provisions
attached to the Exchangeable Shares in connection with Cascade's
acquisition of the outstanding stock of Kenhar Corporation).
(c) "Refusal Agreement" means an agreement of even date between Cascade
and Couphar providing Cascade a right of first refusal in the event of
certain
1-SHAREHOLDERS' AGREEMENT
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Couphar sales of Common Shares.
(d) "Trust Shares" means at any time the number of Common Shares held by
Warren Trustees as at such time.
3. VOTING OF SHARES
(a) Warren Trustees will vote all Common Shares owned by the Trust in
favor of any proposal included on a proxy submitted to shareholders by Cascade
management prior to Cascade's May, 1997, Annual Meeting of Shareholders to amend
Cascade's Articles of Incorporation to permit issuance of Special Voting Stock
to Couphar Trustee.
(b) Warren Trustees (i) will vote all Common Shares owned by the Trust in
favor of any slate of candidates for election or re-election as directors
included on a proxy submitted by Cascade management prior to any meeting of
shareholders which includes William J. Harrison as a candidate, (ii) will not
withhold the Trust's votes from William J. Harrison's candidacy, and (iii) in
the event the proxy submitted to shareholders by Cascade management includes
William J. Harrison individually as a candidate for election as a director, will
vote all Common Shares owned by the Trust in favor of his election.
(c) Couphar will, and will cause Couphar Trustee (i) to cast all votes
Couphar or Couphar Trustee may be entitled to cast in favor of any slate of
candidates for election or re-election as directors on a proxy submitted to
shareholders by Cascade management prior to any meeting of shareholders, and
(ii) to take all steps necessary to assure that such votes are not withheld from
any such candidate.
4. UNDERWRITTEN OFFERING
(a) Should Warren Trustees determine to offer Common Shares for public sale
through an underwritten secondary offering, they shall provide Couphar written
notice of such determination (which notice shall include the number of Common
Shares proposed to be sold) and, if within 20 days following receipt of such
notice, Couphar so requests in writing, shall include in such underwritten
offering the number of Common Shares set forth in Couphar's request, subject
to such limitations and restrictions as a lead underwriter or syndicate manager
engaged by Warren Trustees may determine are necessary for orderly public
distribution or to assure that inclusion of shares owned by Couphar will not be
detrimental to the planned offering (in the event the total number of shares to
be offered is reduced due to such limitation, the parties, respectively, shall
bear such reduction in proportion to the total number of Common Shares and, in
Couphar's case, Couphar Common Shares, owned by each. In the event there are
other sellers, each seller shall bear such reduction in proportion to the total
number of Common Shares and Couphar Common Shares owned by each.
2-SHAREHOLDERS' AGREEMENT
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(b) Couphar shall pay, and shall indemnify Warren Trustees for, the same
proportion of expenses applicable to registration and sale of Common Shares
under this Paragraph 4, including but not limited to filing fees; commissions;
and legal, accounting, and underwriting fees and costs, as the number of shares
offered by Couphar bears to the total number of shares being offered; however,
if the registration is withdrawn or abandoned solely because of actions of
Warren Trustees, Couphar shall not be liable for payment of expenses.
(c) This Paragraph 4 shall not apply to offerings which include unissued or
treasury shares being offered by Cascade.
5. PRIVATE PLACEMENT
(a) Should Warren Trustees determine to sell Trust Shares in a transaction
involving neither an underwritten offering nor a sale through a recognized
securities exchange, they shall provide written notice to Couphar stating (i)
the number of Trust Shares; (ii) the number of Trust Shares proposed to be sold;
(iii) the proposed selling price, and (iv) the proposed method and terms of
sale. Couphar may, upon written request delivered within 14 business days of
such notice, require that Couphar Common Shares be included in such placement;
however, the number of Couphar Common Shares to be included shall not exceed (as
a proportion of the total Couphar Common Shares) the number of Trust Shares the
notice by the Warren Trustees indicated the Trust intended to sell as a
proportion of the total Trust Shares).
(b) Any such sale shall be on price and other terms negotiated by the
Warren Trustees, and with due regard for applicable legal obligations of the
parties or either of them to holders of Common Shares as a group.
(c) Legal and other expenses incurred by the Trust in connection with such
negotiation shall be borne by the parties in proportion to proceeds received as
a result of the sale.
(d) Warren Trustees shall not complete a sale of Trust Shares under this
paragraph unless the Common Shares which Couphar provided notice it wished to
sell, has a right to sell, and tenders for sale hereunder, are purchased as a
part of the sale.
(e) Warren Trustees shall give Couphar notice of sales under this paragraph
sufficient to enable Couphar to take the steps necessary to exchange
Exchangeable Shares and obtain Common Shares to be included in such sale.
6. INAPPLICABILITY AND TERMINATION
(a) This Agreement shall terminate and be of no further application at the
earlier of
3-SHAREHOLDERS' AGREEMENT
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(i) three years from the date hereof or (ii) the date on which either Couphar or
Warren Trustees own less than 250,000 Common Shares and Couphar Common Shares
(as adjusted for stock dividends, splits, and similar events affecting all
Common Shares); however, termination shall not affect obligations to complete
transactions arising under Paragraph 4 or Paragraph 5 prior to termination.
(b) This Agreement shall not apply to sales or transfers of shares in
response to tender offers, consolidations, mergers, reorganizations or similar
transactions in which all holders of Common Shares are provided the pro rata
opportunity to sell or transfer shares on identical terms and conditions.
7. NOTICES
All notices and other communications between the parties pursuant to the
Agreement shall be in writing and shall be deemed to have been given if
delivered personally or by confirmed facsimile to the parties at the following
addresses or at such other address as such party may specify by like notice:
(a) if to Warren Trustees at:
2020 S.W. Fourth Avenue, Suite 600
Portland, Oregon 97201-4998
Attention: Robert C. Warren, Jr.
Facsimile: (503) 274-1705
with a copy (which shall not be notice) to:
Newcomb, Sabin, Schwartz & Landsverk
111 S.W. Fifth Avenue, Suite 4040
Portland, Oregon 97204
Facsimile: (503) 228-5472
(b) If to Couphar at:
27 Fox Run Drive, RR #3
Guelph, Ontario
N1H 6N9
with a copy (which shall not be notice) to:
J.P. Dawson
Aird & Berlis
BCE Place
4-SHAREHOLDERS' AGREEMENT
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Suite 1800, Box 754
181 Bay Street
Toronto, Canada M5J 2T9
Any notice or other communication delivered personally shall be deemed to
have been given and received upon delivery thereof and if given by facsimile
shall be deemed to have been given and received on the date of confirmation of
transmission unless such day is not a business day in the nation in which
received, in which case it shall be deemed to have been given and received upon
the immediately following business day.
8. ASSIGNMENT
(a) Couphar's rights and obligations hereunder shall extend to transferees
or assignees of transfers permitted under the Refusal Agreement of even date
between Couphar, William J. Harrison and Cascade. Such transferees or assignees
shall agree in writing to be bound by this Agreement as a condition of transfer
or assignment. Common Shares or Couphar Common Shares owned by all such
transferees shall be aggregated for purposes of this Agreement.
(b) Warren Trustees shall not transfer Common Shares to any Trust
beneficiary unless and until such beneficiary shall agree in writing to assume
the obligations of Warren Trustees hereunder as to such Common Shares. Common
shares owned by all such transferees shall be aggregated for purposes of this
Agreement.
9. CHOICE OF LAW
This Agreement shall be governed by, and interpreted and applied in
accordance with, the laws of the United States and the State of Oregon.
10. INTEGRATION AND MODIFICATION
This Agreement represents the parties' entire agreement on the subject
matter covered, and supersedes all prior agreements and understandings.
Provisions of this
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5-SHAREHOLDERS' AGREEMENT
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Agreement may be amended or its observance waived generally or in particular
only by a written instrument duly executed by each of the parties (or, in the
case of a waiver, the waiving party).
DATED this 11th day of March, 1997.
THE ROBERT C. WARREN AND COUPHAR LTD
NANI SWIGERT WARREN
REVOCABLE TRUST
By /s/Nani Swigert Warren By /s/W.J. Harrison
-------------------------------- ------------------------------
/s/C.C. Knudsen Its
-------------------------------- ------------------------------
/s/Jack B. Schwartz
--------------------------------
/s/Robert C. Warren, Jr.
--------------------------------
Warren Trustees
In consideration of the Robert C. and Nani S. Warren Revocable Trust
entering into the above Agreement, the undersigned sole shareholder of
Couphar Ltd. hereby guarantees full performance by Couphar of its
obligations hereunder.
/s/W.J. Harrison
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William J. Harrison
6-SHAREHOLDERS' AGREEMENT
