<PAGE>
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 Section240.14a-11(c) or
Section240.14a-12
CASCADE CORPORATION
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(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):
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/ / 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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<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.
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.
<PAGE>
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.
<TABLE>
<CAPTION>
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SHARES OF
COMMON STOCK
OF THE
CORPORATION
OWNED PERCENTAGE OF
BENEFICIALLY OUTSTANDING
DIRECTOR AS OF APRIL COMMON
NAME AND AGE SINCE PRINCIPAL OCCUPATION 4, 1997 STOCK
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph J. Barclay, 64 1972 Chairman of the Corporation since August, 250,214 2.2%
1993; Chief Executive Officer from August,
1993 until May 14, 1996; formerly
President and Chief Executive Officer;
Director, Granite Construction Inc.
Robert C. Warren, Jr., 48 1982 President and Chief Executive Officer of the 1,712,845(1) 14.8%(1)
Corporation since 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 10,000(2) --
and President and 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 32,856 0.3%
Secretary of the Corporation
Eric Hoffman, 73 1980 Chairman, Hoffman Corporation, General 8,000 --
Contractors
C. Calvert Knudsen, 72 1974 Director and retired Chairman, Chief 1,662,791(1) 14.2%(1)
Executive Officer, MacMillan Bloedel,
Ltd.; Director, Safeco Corporation
Nicholas R. Lardy, 51 1993 Senior Fellow, The Brookings Institution, a 2,800 --
policy research institution
Lawrence S. Maunder, 64 1996 Retired, Vice President - Marketing of the 4,396 --
Corporation August, 1993 until August,
1996; formerly Vice President - U.S. Sales
James S. Osterman, 59 1994 President, Outdoor Products Group, Oregon 600 --
Cutting Systems, Division of Blount, Inc.,
a diversified manufacturer
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE
CORPORATION
OWNED PERCENTAGE OF
BENEFICIALLY OUTSTANDING
DIRECTOR AS OF APRIL COMMON
NAME AND AGE SINCE PRINCIPAL OCCUPATION 4, 1997 STOCK
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<S> <C> <C> <C> <C>
Jack B. Schwartz, 60 1995 Partner, Newcomb, Sabin, Schwartz & 1,718,192(1)(3) 14.8%(1)(3)
Landsverk, Attorneys, since 1968;
Assistant Secretary of the Corporation
since 1972; Director, Macheezmo Mouse
Restaurants, Inc.
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%
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</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 4 and "Proposal to
Amend Article V of the Articles of Incorporation" in appendix.)
(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.
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 5. 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.
3
<PAGE>
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.
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" in appendix) 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 Cascade (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.
4
<PAGE>
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.
<TABLE>
<CAPTION>
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ANNUAL COMPENSATION
------------------------
NAME AND INCENTIVE ALL OTHER
PRINCIPAL POSITION YEAR SALARY 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.
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.
5
<PAGE>
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").
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
NUMBER OF ANNUAL RATES OF AGGREGATE VALUE OF
SECURITIES % OF TOTAL STOCK PRICE OPTIONS UNEXERCISED
UNDERLYING OPTIONS APPRECIATION FOR OUTSTANDING IN-THE-MONEY
OPTIONS GRANTED TO EXERCISE OPTION TERM (2) AS OF OPTIONS AT
GRANTED IN EMPLOYEES PRICE EXPIRATION ----------------- JANUARY 31, JANUARY 31,
NAME 1996 IN 1996 PER SHARE DATE (1) 5% 10% 1997 (3) 1997 (3)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph J. Barclay 8,100 8.68% $16.00 5/14/2006 $81,505 $206,549 14,695 $4,874
Robert C. Warren, Jr. 5,318 5.70% 17.60 5/14/2006 58,863 149,169 9,648 --
Gregory S. Anderson 3,563 3.82% 16.00 5/14/2006 35,852 90,856 6,652 2,168
Terry H. Cathey 3,960 4.24% 16.00 5/14/2006 39,847 100,980 7,412 2,412
Zouhdi M. Derhalli 4,005 4.29% 16.00 5/14/2006 40,300 102,127 7,413 2,429
James P. Miller 3,938 4.22% 16.00 5/14/2006 39,625 100,419 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.
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.
6
<PAGE>
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.
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)
7
<PAGE>
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, 1992 and reinvestment of dividends.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CASCADE CORPORATION PEER GROUP NASDAQ NON-FINANCIAL
<S> <C> <C> <C>
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
</TABLE>
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 the number of 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 as set forth in the text of Article V with the proposed
amendment appearing in the appendix.
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.
8
<PAGE>
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.
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 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 THE SECRETARY, CASCADE CORPORATION, 2020 S.W. FOURTH AVENUE,
PORTLAND, OREGON 97201, THE EXECUTIVE OFFICES OF THE CORPORATION.
9
<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 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 therefore, 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.
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
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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.
C. COMMON STOCK.
1. DIVIDENDS.
(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.
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.
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CASCADE CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 13, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J.J. Barclay, R.C. Warren, Jr. and J.P. Miller
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 4, 1997,
at the Annual Meeting of Shareholders to be held at the Governor Hotel, 611 S.W.
Tenth Avenue, Portland, Oregon 97205, on May 13, 1997, and at any adjournment or
postponement thereof.
The Board of Directors recommends a vote FOR the eleven nominees for election as
directors and FOR the proposal to amend Article V of the Articles of
Incorporation.
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, WILL BE
VOTED FOR THE ELEVEN NOMINEES FOR ELECTION AS DIRECTORS AND FOR THE PROPOSAL TO
AMEND ARTICLE V OF THE ARTICLES OF INCORPORATION.
(Continued, and to be marked, dated and signed, on the other side.)
FOLD AND DETACH HERE
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The votes represented by this proxy will be voted as marked by you. However, if
you execute and return the proxy unmarked, such votes will be voted FOR all of
the proposals.
Please mark your votes
as indicated in this example /x/
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Item 1: Election of 11 Directors
FOR all WITHHELD
nominees ALL NOMINEES
/ / / /
For, except vote withheld from the following nominee(s):
______________________________________________________________
NOMINEES: J.J. Barclay, R.C. Hire, W.J. Harrison, Eric Hoffman, C.C. Knudsen,
N.R. Lardy, L.S. Maunder, J.S.Osterman, J.B. Schwartz, R.C. Warren, Jr. and
Nancy Wilgenbusch.
2. Proposal to Amend Article V of Articles of Incorporation
FOR AGAINST ABSTAIN
/ / / / / /
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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 , ______________1997
_______________________________________________________________________________
Signature
_______________________________________________________________________________
Signature
FOLD AND DETACH HERE
