<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
---------
Cascade Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
147195101
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(CUSIP Number)
Jack B. Schwartz
Newcomb, Sabin Schwartz & Landsverk LLP
Attorneys at Law
111 S.W. Fifth Avenue, Suite 4040
Portland, Oregon 97204
(503) 228-8446
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 10, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 9 Pages
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CUSIP No. 147195101 13D Page 2 of 9 Pages
--------- --- ---
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Jack B. Schwartz
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(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
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(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
U.S.A.
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 3,600
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 70,000
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(9) Sole Dispositive
Power 3,600
--------------------------------------------------
(10) Shared Dispositive
Power 1,714,592
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,718,192
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
13.8%
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(14) Type of Reporting Person*
IN OO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 147195101 13D Page 3 of 9 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
C. Calvert Knudsen
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(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
00
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
U.S.A.
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 8,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power None
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(9) Sole Dispositive
Power 8,000
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(10) Shared Dispositive
Power 1,654,792
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,662,792
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
13%
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(14) Type of Reporting Person*
IN OO
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 147195101 13D Page 4 of 9 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Nani S. Warren
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(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
00
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 70,000
--------------------------------------------------
(9) Sole Dispositive
Power 0
--------------------------------------------------
(10) Shared Dispositive
Power 1,714,592
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,714,592
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
13%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN OO
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 147195101 13D Page 5 of 9 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Robert C. Warren, Jr.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
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(4) Source of Funds*
00
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 1,712,845
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power None
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(9) Sole Dispositive
Power 58,253
--------------------------------------------------
(10) Shared Dispositive
Power 1,654,592
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,712,845
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
13.5%
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(14) Type of Reporting Person*
IN OO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 6 of 9 Pages
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ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock ("Common Stock")
Issuer: Cascade Corporation
Principal Executive Offices:
2020 S.W. Fourth Avenue, Suite 600
Portland, Oregon 97201
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed by the following persons, who are the
Trustees of the Robert C. and Nani S. Warren Revocable Trust (the
Trust), which holds 1,654,592 shares Common Stock.
(a) (b) and (c)
(i) C. Calvert Knudsen, 602 - 36th Avenue East, Seattle,
Washington 98112; Director, Cascade Corporation
(ii) Jack B. Schwartz, Suite 4040, 111 S.W. Fifth Avenue,
Portland, Oregon 97204, Partner, Newcomb, Sabin,
Schwartz & Landsverk, Attorneys at Law; Director,
Cascade Corporation
(iii) Robert C. Warren, Jr., 2020 S.W. Fourth Avenue, Suite
600, Portland, Oregon 97201, President, Chief
Executive Officer, and Director, Cascade Corporation
(iv) Nani S. Warren, P.O. Box 671, Eastsound, Washington
98245
(d) No events have occurred which would require reporting
under this provision.
(e) No events have occurred which would require reporting
under this provision.
(f) U.S.A.
ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION
(a) The reporting individuals acquired 1,654,592 shares
Common Stock as Trustees March 10, 1997, when they
accepted designation as Trustees of the Robert C. and
Nani
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Page 7 of 9 Pages
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S. Warren Revocable Trust following the February 21,
1997, death of Robert C. Warren. There was no
consideration for the transfer. Nani S. Warren and
Jack B. Schwartz acquired voting and dispositive powers
as to 70,000 shares Common Stock as Directors of the
Robert C. and Nani S. Warren Foundation (the
"Foundation") in 1994. All other shares were
previously owned by the reporting parties.
ITEM 4. PURPOSE OF THE TRANSACTION
The Trust shares are held by the reporting individuals
as Trustees for the benefit of Nani S. Warren. Nani S.
Warren is the mother of Robert C. Warren, Jr.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The 1,654,592 shares Common Stock held by the reporting
individuals as Trustees of the Trust represent 13% of
the common shares outstanding. Robert C. Warren, Jr.
has sole voting power as to such shares, and the
reporting individuals share dispositive powers.
The 70,000 shares Common Stock Held by the Foundation,
of which Jack B. Schwartz and Nani S. Warren are
Directors, represent .5% of the common shares
outstanding. Mr. Schwartz and Mrs. Warren share voting
and dispositive powers as to such shares.
The 8,000 shares Common Stock individually owned by C.
Calvert Knudsen and the 3,600 shares Common Stock
individually owned by Jack B. Schwartz represent, in
each case less than .1% of those outstanding. The
58,253 shares Common Stock owned by Robert C. Warren,
Jr. represent .5% of those outstanding.
The percentage computations set forth above include as
outstanding shares of Common Stock the preferred shares
of a Cascade Corporation subsidiary described in Item
6.
(b) Voting and Dispositive Powers are held as follows:
Sole Voting Power:
C. Calvert Knudsen - 8,000 Shares
Jack B. Schwartz - 3,600 Shares
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Page 8 of 9 Pages
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Robert C. Warren, Jr. - 1,712,845 Shares
Shared Voting Power:
Jack B. Schwartz - 70,000 Shares
Nani S. Warren - 70,000 Shares
Sole Dispositive Power:
C. Calvert Knudsen - 8,000 Shares
Jack B. Schwartz - 3,600 Shares
Robert C. Warren, Jr. - 58,253 Shares
Shared Dispositive Power:
C. Calvert Knudsen - 1,654,592 Shares
Jack B. Schwartz - 1,714,592 Shares
Nani S. Warren - 1,714,592 Shares
Robert C. Warren, Jr. - 1,654,592 Shares
(c) There were no such transactions.
(d) There are no such persons.
(e) No applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
On March 11, 1997, the Trust agreed to vote Trust shares (a) in favor
of an amendment to the Articles of Incorporation of Cascade
Corporation to be presented to shareholders at its May 13, 1997,
annual meeting, intended to provide voting rights equivalent to those
of Common Stock to 1,100,000 preferred shares of a Cascade Corporation
subsidiary held by Couphar Ltd. a corporation controlled by William J.
Harrison (the preferred shares are exchangeable share-for-share for
Common Stock) and (b) to vote Trust shares in favor of any slate of
directors presented for a shareholder vote by Cascade management which
includes Mr. Harrison through March 10, 2000. Couphar Ltd. has agreed
to vote shares held by it in favor of any slate of directors presented
for a shareholder vote by Cascade management through March 10, 2000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Shareholders' Agreement Between the Trustees of the
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Robert C. and Nani S. Warren Revocable Trust and
Couphar Ltd., dated March 11, 1997.
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.
/s/ C. Calvert Knudsen
---------------------------------------
C. Calvert Knudsen
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 anyt number of cournterparts, each
of which shall be deemed an original and all of which shall constitute one
instrument.
/s/ Jack B. Schwartz
---------------------------------------
Jack B. Schwartz
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 anyt number of cournterparts, each
of which shall be deemed an original and all of which shall constitute one
instrument.
/s/ Robert C. Warren, Jr.
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Robert C. Warren, Jr.
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 anyt number of cournterparts, each
of which shall be deemed an original and all of which shall constitute one
instrument.
/s/ Nani S. Warren
---------------------------------------
Nani S. Warren
Dated as of: March 18, 1997
<PAGE>
SCHEDULE 13D - EXHIBIT A
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
<PAGE>
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
<PAGE>
(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
<PAGE>
(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
<PAGE>
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
<PAGE>
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
------------------------------
William J. Harrison
6-SHAREHOLDERS' AGREEMENT
