<PAGE>
As filed with the Securities and Exchange Commission on October 9, 1998.
Registration No.333-64561
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 1 TO
FORM S-3
---------------------
CASCADE CORPORATION
(Exact name of Registrant as specified in its charter)
Oregon ----- 93-0136592
(State or other jurisdiction (Primary standard industrial (I.R.S. Employer
incorporation or organization) classification code number) Identification No.)
2201 N.E. 201st Ave.
Fairview, Oregon 97024-9718
(503) 669-6300
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
------------------------
James P. Miller, Executive Vice President
CASCADE CORPORATION
2201 N.E. 201st Ave.
Fairview, Oregon 97024-9718
(503) 669-6300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
Copies To:
Jack B. Schwartz, Esq. Gregory C. Newton, Esq.
Newcomb, Sabin, Schwartz & Landsverk, LLP Newton, Cottle & Westenhaver, P.C.
111 SW Fifth Ave., Suite 4040 4000 Kruse Way Place, Suite 1-265
Portland, Oregon 97204 Lake Oswego, OR 97035
-------------------------
Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [x]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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- ------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT AGGREGATE AGGREGATE AMOUNT OF
TITLE OF CLASS OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,630,000 shares(1) $12.875(2) $20,986,250(2) $6,191
<PAGE>
$.50 par value
per share
----------------- ----------- -------
----------------- ----------- -------
Totals 1,630,000 shares $20,986,250 $6,191
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</TABLE>
(1) All shares offered for resale by the Selling Stockholders.
(2) The fee is estimated pursuant to Rule 457(c) under the Act on the basis of
the average of the high and low prices of the Company's Common Stock as
reported on the New York Stock Exchange on September 28, 1998.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
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- --------------------------------------------------------------------------------
PROSPECTUS
$21,240,938
of
CASCADE CORPORATION
Common Stock
-------------------------------
This Prospectus relates to the offer and sale by certain holders thereof (the
"Selling Stockholders") of the shares of common stock, par value $.50 per share
("Common Stock"), of Cascade Corporation, an Oregon corporation ("Cascade" or
the "Company"). The shares are either (i) issuable by the Company to six of the
Selling Stockholders, in exchange for outstanding redeemable exchangeable
preferred shares of two of the subsidiaries of the Company, which the Selling
Shareholders acquired from such subsidiaries in connection with the Company's
acquisition of two different and unrelated corporations, Kenhar Corporation, an
Ontario, Canada corporation, and Industrial Tires Limited, an Ontario
Corporation, or (ii) received by one of the Selling Shareholders from the
Company in connection with the acquisition by the Company of Hyco-Cascade Pty.,
Ltd., an Australian corporation.
The Common Stock is listed on the NYSE under the trading symbol "CAE." On
October 7, 1998, the closing price of the Common Stock on the New York Stock
Exchange (the "NYSE") was $13.00 per share.
The shares of Common Stock offered hereby may be sold by the Selling
Stockholders to purchasers directly, or through underwriters, dealers or agents
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the Selling Stockholders and/or the purchasers of such
shares of Common Stock for whom they may act as agents. The Selling Stockholders
and any such underwriters, dealers or agents that participate in the
distribution of such shares of Common Stock may be deemed to be underwriters
under the Securities Act of 1933, as amended (the "Securities Act"), and any
profit on the sale of such shares of Common Stock by them and any discounts,
commissions or concessions received by them may be deemed to be underwriting
discounts and commissions under the Securities Act. The shares of Common Stock
offered hereby may be sold in one or more transactions at a fixed offering
price, which may be changed, or at varying prices determined at the time of sale
or at negotiated prices. The distribution of the shares of Common Stock by the
Selling Stockholders may be effected in one or more transactions that may take
place on the NYSE, including ordinary brokers' transactions, privately-
negotiated transactions or through sales to one or more broker-dealers for
resale of such shares as principals, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. Usual and customary or specifically negotiated brokerage fees,
discounts and commissions may be paid by the Selling Stockholders in connection
with such sales of securities. See "Plan of Distribution." The Company will
not receive any cash proceeds from the sale by the Selling Stockholders of the
shares of Common Stock offered hereby.
-------------------------------------
FOR A DISCUSSION OF CERTAIN MATTERS WHICH SHOULD BE CONSIDERED
BY PROSPECTIVE INVESTORS, SEE "RISK FACTORS," ON PAGE 4.
-------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PRICE TO PUBLIC UNDERWRITING DISCOUNTS AND PROCEEDS TO ISSUER OR
COMMISSIONS (1) OTHER PERSONS
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share $13.0313 (2) 0 0 (3)
Total $21,240,938 (2) 0 0 (3)
- --------------------------------------------------------------------------------
</TABLE>
(1) None, to the Company's knowledge.
(2) Based on the average of the high and low price of the Company's Common
Stock as reported on the New York Stock Exchange on October 7, 1998.
Represents estimate of price to public, assuming sales of all Shares
at the average of the high and low price on October 7, 1998. The
actual price at which the securities covered by this Prospectus may be
offered to the public may vary and could be substantially different.
See "Selling Stockholders".
(3) The Company will receive none of the proceeds of sales of the
securities offered by this Prospectus. The Company can provide no
estimate of the proceeds the Selling Stockholders would receive upon
sales of the securities offered by this Prospectus. See "Selling
Stockholders" and "Plan of Distribution".
------------------------------------
The date of this Prospectus is October 7, 1998.
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OF SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and is therefore required
to file reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public reference facilities
maintained by the Commission at its offices at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of the
Commission located at Seven World Trade Center, 13th Floor, New York, New York
10048 and at Northwestern Atrium Center, 500 West Madison Street, suite 1400,
Chicago, Illinois 60661. Copies of such materials can also be obtained by mail
from the Public Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Additionally,
the Commission maintains a Web site containing reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address for such Web site is http://www.sec.gov.
In addition, the Common Stock is listed on the NYSE under the symbol "CAE"
and reports, proxy statements and other information concerning the Company may
also be inspected at the offices of the NYSE, 20 Broad Street, New York, New
York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments, exhibits, schedules, and supplements thereto,
the "Registration Statement") under the Securities Act with respect to the
Common Stock offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto, as permitted by
the rules and regulations of the Commission. Statements contained in this
Prospectus as to the contents of any contract or other document which is filed
as an exhibit to the Registration Statement are not necessarily complete, and
each statement is qualified in its entirety by reference to the full text of
such contract or document. For further information with respect to the Company
and the Common Stock offered hereby, see the Registration Statement, including
the exhibits thereto and the financial statements, notes and schedules filed as
a part thereof, which may be inspected and copied at the public reference
facilities of the Commission referred to above.
The Company furnishes stockholders with annual reports containing audited
financial statements. The Company also furnishes its common stockholders with
proxy material for its annual meetings complying with the proxy requirements of
the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have been filed by the Company with the
Commission are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended January 31,
<PAGE>
1998.
2. The Company's Notice of Annual Meeting of Stockholders and Proxy
Statement dated April 14, 1998.
3. The Company's Quarterly Reports on Form 10-Q for the quarters ended
April 30, 1998 and July 31, 1998.
4. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1996.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in and to be a part of this Prospectus
from the date of filing of such reports and documents.
Any statement contained herein or in a document which is incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement in any subsequently filed
document that is also deemed to be incorporated by reference herein modifies or
supersedes such prior statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
This Prospectus incorporates documents by reference which are not presented
or delivered herewith. These documents (other than exhibits to such documents)
are available upon written or oral request from the Company, without charge, to
each person to whom a copy of this Prospectus has been delivered, including a
copy of its most recent Annual Report to Stockholders. Requests should be
directed to Cascade Corporation, Attention: Secretary, 2201 N.E. 201st Ave.,
Fairview, Oregon 97024-9718, (telephone (503) 669-6300).
<PAGE>
SUMMARY OF THE COMPANY AND BUSINESS
Cascade Corporation has for many years been one of the world's leading
manufacturers of a wide range of industrial products involved in the materials
handling business, primarily for the lift truck industry. In particular, the
Company's products have historically included attachments, masts, hose reels,
sideshifters, hydraulic cylinders, and related replacement parts. Acquisitions
in 1996 and 1997 expanded the Company's attachment and hydraulic cylinder
capabilities, and broadened its focus to include forks and solid tires, also
primarily for the lift truck industry. Following these acquisitions, the
Company organized itself into three basic groups: Attachment Products, Fork
Products, and Industrial Tires. For a more detailed description of the Company,
its business, and the products it produces in these three areas, reference is
made to the Company's Annual report on Form 10-K for the year ended January 31,
1998, which is incorporated into this Prospectus by reference. The Company was
organized as a corporation in 1943 under the laws of the State of Oregon.
RISK FACTORS
In addition to other matters described in this Prospectus, the following
should be carefully considered in connection with an investment in Common Stock:
Significant Leverage
The Company is highly leveraged. The ratio of the Company's funded debt to
total capitalization was 34%, 57% and 58% at January 31, 1997, January 31, 1998
and July 31, 1998, respectively. (In making the foregoing calculations the term
"funded debt" includes all of the shares of redeemable exchangeable preferred
stock which are mandatorily redeemable, which are the shares owned by the ITL
Holders, as defined below. See "SELLING SHAREHOLDERS.") The acquisition of
five separate companies over a twelve month period ending March 1997 was funded
substantially by approximately $135 million of new debt incurred by the Company.
These borrowings significantly increased the Company's leverage and
corresponding financial risk. Approximately fifty percent of the Company's now
outstanding debt is in the form of long term fixed rate unsecured Senior Notes
due November 25, 2007 (the "Senior Notes").
This structure mitigates the full extent of interest rate risk and reduces
the burden of short term debt management. Yet, this significant leverage has
several important consequences, including the following: (i) the Company must
dedicate a substantial portion of the net cash provided by operating activities
to debt service, and (ii) the Company may have reduced ability to withstand
competitive pressures, adverse economic conditions and adverse changes in
governmental regulation, to make acquisitions, or to take advantage of
significant business opportunities that may arise. The Company's ability to
meet its debt service obligations and to reduce its total indebtedness will
depend upon future performance, which will be subject to general economic
conditions, its ability to achieve cost savings and other financial, business
and other factors affecting its operations, many of which are beyond its
control. If the Company is unable to generate sufficient operating cash flow in
the future to service its debt, it may be required to refinance all or a portion
of such debt or to obtain additional financing. There can be no assurance,
however, that any refinancing would be possible, or that any additional
financing could be obtained, or if either refinancing or additional financing is
obtained that such would be on terms and conditions favorable to the Company.
Restrictions Imposed by the Terms of the Company's Indebtedness
In addition to the Senior Notes, the Company has also obtained a revolving
credit facility (the "Revolver") pursuant to that certain Amended and Restated
Credit Agreement dated as of December 18, 1997 by and among the Company, Bank of
America National Trust and Savings Association, as Agent, and the other
<PAGE>
financial institutions party thereto from time to time. The terms of the Senior
Notes and the Revolver impose upon the Company certain financial and operating
covenants, including, among others, restrictions on the ability of the Company
to incur debt, pay dividends, or take certain other corporate actions. In
addition, the Revolver requires that the Company maintain a minimum level of net
worth and generate certain margins of cash flow in excess of fixed charges.
These covenants may restrict the Company's ability to borrow additional funds,
dispose of assets, or otherwise pursue its business strategies, and may impair
the Company's ability to obtain additional financing to fund future working
capital requirements, capital expenditures, acquisitions, and other general
corporate purposes. Changes in economic or business conditions, results of
operations or other factors could in the future cause a violation of one or more
covenants in the Company's debt instruments.
Industry Cyclicality
Sales of products manufactured and sold by the Company have historically
been subject to substantial cyclical variations, sometimes extending over a
number of years, based on general economic conditions. Downward cycles result
in reductions in the sales of some of the Company's products, which adversely
impact the Company's operating results. The Company has taken a number of steps
to decrease the impact of cyclicality by reducing its fixed costs. However,
sales of some of the Company's products follow a counter cyclical trend. For
example, in the event of an economic downturn, an ultimate purchaser may decide
merely to purchase new forks (a product made by the Company) for an existing
lift truck instead of purchasing a new lift truck (which includes forks made the
Company). In addition, it is the Company's experience over the past several
years that different regional or national economies are, at least with respect
to demand for the Company's products, in different parts of the business cycle
of expansion or contraction, so that weakness in demand for the Company's
products in some parts of the world may be offset by stronger demand in other
parts of the world. This produces some countercyclical influence on the
Company's financial results. Nevertheless, the Company believes that a general
economic downturn would have generally negative effects on the Company's
operating results and finances, and there can be no assurance that the
moderating countercyclical experience of the Company in the past will be
repeated in the future.
Competition; Narrow Market
The markets in which the Company competes are highly competitive. To
successfully compete, the Company must remain competitive in the areas of
quality, price, product line, ease of use, safety, comfort and customer service.
The Company's business focuses on the provision of three groups of products
presently sold primarily in the lift truck industry: attachments, forks and
tires. Accordingly, the markets in which the Company sells its products are
narrow and are not diversified. Furthermore, many of the Company's products are
sold to the makers of lift trucks to be incorporated into their products. Each
of these companies currently competes with the Company to some extent with
respect to some of the products produced by the Company. At any time, one or
more or all of such companies could determine to expand its production of such
competing products and reduce the purchases it makes from the Company. Any such
determination could have a significant adverse effect on the Company.
The Company is seeking to broaden the market for its products and to
leverage its manufacturing and distribution expertises in new and different ways
in order to lessen these risks. However, there can be no assurance that the
Company's efforts will succeed.
Distribution
The Company believes that product distribution in its industry is evolving.
Some of this evolution may involve how customers of the Company finance
acquisition of the Company's products. For instance, a customer may choose a
lease instead of outright purchase. While the Company believes that changes in
distribution may present positive opportunities, there is also the
<PAGE>
possibility that such changes will negatively impact the Company's sales.
Acquisition Strategy; Integration of Acquired Businesses; Some Possible
Dispositions
The Company expects to continue a strategy of identifying and acquiring
businesses with complementary products and services which may enhance operations
and profitability. From time to time, the Company has engaged and continues to
engage in preliminary discussions concerning one or more of such possible
acquisitions. The Company does not know whether or when any such acquisition
will occur. Any acquisition and the related financing could be material to the
consolidated operations and financial statements of the Company.
Future acquisitions may be financed by internally generated funds, bank
borrowings, public offerings or private placements of equity or debt securities,
or a combination of any one or more of the foregoing. The Company has no
assurance that it will continue to identify suitable new acquisition candidates,
obtain financing necessary to complete such acquisitions or acquire businesses
on satisfactory terms, or that any business acquired will be integrated
successfully into operations or prove to be profitable. Moreover, the Company's
current debt structure and leverage may limit its ability to obtain financing
adequate to complete suitable acquisitions. See "RISK FACTORS--Significant
Leverage" and "--Restrictions Imposed by the Terms of the Company's
Indebtedness."
Successful integration of businesses acquired will depend, in part, on the
Company's ability to manage these additional businesses and eliminate
redundancies and excess costs. Material failure or substantial delay in
accomplishing such integration could have a material adverse effect on the
Company's results of operations and financial condition.
In addition, the Company, in assessing its assets and rationalizing its
business strategy, may decide to dispose of certain assets.
Reliance on Key Management
Overall management of the Company's operations rests with a small group of
executive employees. With one exception, the Company has no formal employment
agreements with these employees. The loss of services of members of the
executive group could have a material adverse effect on the Company.
Environmental and Related Matters
The Company generates hazardous and nonhazardous wastes in the normal course
of its manufacturing operations. As a result, the Company is subject to a wide
range of federal, state, local and foreign environmental laws and regulations,
including the Comprehensive Environmental Response, Compensation and Liability
Act, that (i) govern activities or operations that may have adverse
environmental effects, such as discharges to air and water, as well as handling
and disposal practices for hazardous and nonhazardous wastes, and (ii) impose
liability for the costs of cleaning up, and certain damages resulting from,
sites of past spills, disposals or other releases of hazardous substances.
Compliance with such laws and regulations has, and will, require expenditures by
the Company on a continuing basis.
The Company has been engaged in an extended groundwater cleanup effort in
the vicinity of its Portland, Oregon plant. Responsibility for the
contamination of one groundwater aquifer in that area has been the subject of
litigation between the Company and The Boeing Company. The United States
District Court for the District of Oregon determined that the Company should
bear 70% of the parties' combined aquifer cleanup cost. The Company has
appealed that decision and The Boeing Company has cross-appealed. If The Boeing
Company prevailed on its cross-appeal, the Company would be responsible for a
greater portion of certain past cleanup costs.
The Company does not believe environmentally related expenditures will have
a material adverse effect on its financial condition or results of
<PAGE>
operations.
Foreign Currencies and Interest Rate Risk
The Company's products are sold in over 30 countries around the world.
Accordingly, revenues of the Company are generated in foreign currencies, while
the costs associated with those revenues are only partly incurred in the same
currencies. The major foreign currencies, among others, in which the Company
does business are the Pound Sterling, the Dutch Gilder and the Canadian Dollar.
Cascade's Costs are primarily incurred in the same currencies and in percentages
which are not materially different from the revenue percentages. Since the
Company's financial statements are denominated in U.S. dollars, changes in
exchange rates between the dollar and other currencies have had and will have an
impact on the reported results of the Company. To date, this impact has not
been material.
The Company does, from time to time, hedge specifically identified
committed transactions in foreign currencies using forward currency sale or
purchase contracts. The Company has not engaged in any speculative or profit
motivated hedging activities. Although revenues and costs of the Company may be
partially hedged, currency fluctuations will impact the Company's financial
performance in the future. In addition, international operations are subject to
a number of potential risks, including, among others, currency exchange
controls, transfer restrictions and rate fluctuations, trade barriers, the
effects of income and withholding tax, and governmental expropriation.
The Company's borrowings are at both fixed and floating rates of interest.
For the floating rate portion of the borrowings, the Company is at risk for
fluctuations in interest rates. The Company does not currently hedge any
interest rate risk.
Restrictions on Dividends
Contractual restrictions exist under the Company's 6.92% Senior Notes due
November 25, 2007 and the Revolver limit the Company's ability to pay dividends
on its capital stock. In addition, under Oregon law the Company's ability to
pay dividends is subject to the statutory limitation that such payment be made
after a determination by the Board of Directors that, after giving effect to the
payment (i) the corporation would be able to pay its debts as they become due in
the usual course of business, and (ii) the corporation's total assets would at
least equal the sum of its total liabilities plus the amount that would be
necessary to satisfy the rights of preferential equity holders, if any. The
Company intends generally to retain earnings, if any, to repay indebtedness and
to fund the development and growth of its business, except to the extent that it
determines to pay cash dividends with respect to its stock. While the Company
has historically paid cash dividends, any future payments of cash dividends will
depend upon the financial condition, capital requirements and earnings of the
Company, as well as other factors that the Board of Directors may deem relevant.
See "PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY."
Shares Eligible for Future Sale
As of July 31, 1998, 11,807,258 shares of Common Stock (not including
1,405,000 shares of Common Stock offered in this Prospectus to be received upon
exchange by the holders of redeemable exchangeable preferred stock of two of the
Company's subsidiaries for such stock for Common Stock) were outstanding. As of
October 7, 1998, there were also up to an aggregate of 786,567 shares of
Common Stock reserved for issuance under the Company's incentive and other
benefit plans, with respect to which options to acquire 476,453 shares of the
Company have been granted. Options to acquire 47,625 shares are vested and
exercisable. The remainder are subject to vesting over periods of years.
The effect, if any, that future market sales of shares of Common Stock or
the availability of shares for sale will have on the market price prevailing
from time to time cannot be predicted. Nevertheless, sales of substantial
additional amounts of Common Stock in the public market, or the perception that
such sales could occur, could adversely affect the prevailing market price for
<PAGE>
the Common Stock.
Year 2000 Issue
Cascade has begun the implementation of a Company wide resource planning
software system to link all of its core business systems throughout the Company.
This project was undertaken for normal business reasons of upgrading information
systems in order to improve operational efficiency, reduce costs and enhance
overall quality. As part of this implementation, the Company will replace those
software systems that will encounter the Year 2000 issue. As of the present
time, the Company believes that its computer and information systems will be
adjusted so as to be unaffected by the Year 2000 Issue internally (or will be
"Y2K compliant") before December 31, 1999. In addition, the Company has
initiated communications with its significant suppliers and large customers to
determine the extent to which the Company is vulnerable to those third parties'
failure to become Y2K compliant.
While the Company believes that the steps it is taking will be sufficient
to cause the Company to become Y2K compliant internally, this process is not
complete and has not been tested, and there is a risk that this process will not
be successfully completed by December 31, 1999. In addition, the Company cannot
be assured that the efforts of third parties to become Y2K compliant will
succeed or be sufficient. Failure on either issue could have a material effect
on the Company's results of operations.
MATERIAL CHANGES
None
USE OF PROCEEDS
The Company will not receive any cash proceeds from the sale of the Common
Stock by the Selling Stockholders.
SELECTED CONSOLIDATED FINANCIAL DATA
(Dollars in thousands, except per share amounts)
The selected historical consolidated financial data of the Company set forth
below as of and for the three years ended January 31, 1998 have been derived
from the audited historical consolidated financial statements of the Company and
the related notes thereto incorporated by reference in this Prospectus. The
selected historical consolidated financial data set forth below as of and for
the two years ended January 31, 1995 have been derived from the audited
historical statements of the Company and related notes, but these financial
statements have not been incorporated herein by reference. In addition, the
selected historical consolidated financial data of the Company set forth below
as of and for the six months ended July 31, 1997 and July 31, 1998 have been
derived from the Company's reports on Form 10-Q for the periods described, and
the 10-Q for the period ended July 31, 1998 is incorporated by reference in this
Prospectus. The following data should be read in conjunction with the
historical financial statements of the Company and the related notes thereto,
together with the information contained under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations," all
incorporated by reference in this Prospectus.
<TABLE>
<CAPTION>
Year Ended January 31,
--------------------------------------------------------------------
1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C>
Net sales . . . . . . . . . . . . . . . . . . $141,325 $183,365 $234,030 $218,485 $369,865
Cost of goods sold. . . . . . . . . . . . . . 91,830 118,430 153,345 143,080 259,605
---------- ---------- ---------- ---------- ----------
<PAGE>
Gross profit. . . . . . . . . . . . . . . . . 49,495 64,935 80,685 75,405 110,260
Depreciation and amortization . . . . . . . . 7,555 8,100 9,540 10,280 20,280
Selling and administrative expenses . . . . . 30,565 35,085 39,935 40,275 64,100
Environmental expenses, net . . . . . . . . . 1,640 2,400 14,795 - (14,890)
---------- ---------- ---------- ---------- ----------
Income from operations. . . . . . . . . . . . 9,735 19,350 16,415 24,850 40,770
Interest income . . . . . . . . . . . . . . . 435 535 1,045 1,076 610
Interest expense. . . . . . . . . . . . . . . (475) (335) (1,085) (876) (9,440)
Other income (expense), net . . . . . . . . . (725) (915) (315) (65) 150
---------- ---------- ---------- ---------- ----------
Income from operations before income taxes. . 8,970 18,635 16,060 24,985 32,090
Provision for income taxes. . . . . . . . . . 3,105 6,385 5,510 7,565 11,050
---------- ---------- ---------- ---------- ----------
Income from continuing operations before
cumulative effect of accounting changes . . 5,865 12,250 10,550 17,420 21,040
Cumulative effect of accounting changes . . . (1,980) - - - -
---------- ---------- ---------- ---------- ----------
Net income. . . . . . . . . . . . . . . . . . 3,885 12,250 10,550 17,420 21,040
Less preferred stock dividends. . . . . . . . - - - 60 570
---------- ---------- ---------- ---------- ----------
Net Income applicable to common stock . . . . $3,885 $12,250 $10,550 $17,360 $20,470
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Earnings Per Share:
Basic Earnings Per Share. . . . . . . . . . $0.32 $1.02 $0.88 $1.48 $1.73
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Diluted Earnings Per Share. . . . . . . . . $0.32 $1.02 $0.88 $1.48 $1.60
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Balance Sheet Data (at end of period):
Working capital . . . . . . . . . . . . . 37,337 40,821 49,829 32,750 81,063
Total assets. . . . . . . . . . . . . . . 106,571 137,109 153,190 199,493 349,592
Total debt. . . . . . . . . . . . . . . . 4,193 13,864 17,486 44,920 160,479
Shareholders' equity. . . . . . . . . . . 77,751 88,538 92,057 98,757 110,551
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended July 31,
---------------------------
1997 1998
<S> <C> <C>
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . $175,065 $212,285
Cost of goods sold. . . . . . . . . . . . . . . . . . . . . 120,685 146,720
-------- --------
Gross profit. . . . . . . . . . . . . . . . . . . . . . . . 54,380 65,565
Depreciation and amortization . . . . . . . . . . . . . . . 10,025 10,640
Selling and administrative expenses . . . . . . . . . . . . 30,710 35,135
Environmental expenses, net . . . . . . . . . . . . . . . . (9,250) -
-------- --------
Income from operations. . . . . . . . . . . . . . . . . . . 22,895 19,790
Interest income . . . . . . . . . . . . . . . . . . . . . . 250 315
Interest expense. . . . . . . . . . . . . . . . . . . . . . (4,475) (5,185)
Other income (expense), net . . . . . . . . . . . . . . . . 380 3,290
-------- --------
Income from operations before income taxes. . . . . . . . . 19,050 18,210
Provision for income taxes. . . . . . . . . . . . . . . . . 6,445 5,905
-------- --------
Income from continuing operations before
cumulative effect of accounting changes . . . . . . . . . 12,605 12,305
Cumulative effect of accounting changes . . . . . . . . . . - -
-------- --------
Net income. . . . . . . . . . . . . . . . . . . . . . . . . 12,605 12,305
Less preferred stock dividends. . . . . . . . . . . . . . . 286 283
-------- --------
Net Income applicable to common stock . . . . . . . . . . . $12,319 $12,022
-------- --------
-------- --------
Earnings Per Share:
Basic Earnings Per Share. . . . . . . . . . . . . . . . . $1.04 $1.01
-------- --------
-------- --------
Diluted Earnings Per Share. . . . . . . . . . . . . . . . $0.96 $0.93
-------- --------
-------- --------
</TABLE>
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Common Stock is listed on the NYSE under the symbol "CAE." The
following table sets forth, for the quarters indicated, the high and low sales
prices of the Common Stock as reported on the NYSE Composite Tape.
<TABLE>
<CAPTION>
Price Range
Low High
1995
<PAGE>
<S> <C> <C>
First Quarter ended April 30, 1995. . . . . . . . $ 12.00 17.00
Second Quarter ended July 31, 1995. . . . . . . . 14.50 17.25
Third Quarter ended October 31, 1995. . . . . . . 13.00 16.25
Fourth Quarter ended January 31, 1996. . . . . . 11.75 15.50
1996
First Quarter ended April 30, 1996. . . . . . . . $ 11.75 14.50
Second Quarter ended July 31, 1996. . . . . . . . 12.75 16.50
Third Quarter ended October 31, 1996. . . . . . . 11.50 14.50
Fourth Quarter ended January 31, 1997. . . . . . 11.50 16.50
1997
First Quarter ended April 30, 1997. . . . . . . . $ 14.50 16.63
Second Quarter ended July 31, 1997. . . . . . . . 14.50 19.75
Third Quarter ended October 31, 1997. . . . . . . 16.19 20.44
Fourth Quarter ended January 31, 1998. . . . . . 14.88 19.00
1998
First Quarter ended April 30, 1998. . . . . . . . $ 14.31 18.25
Second Quarter ended July 31, 1998. . . . . . . . 15.08 18.44
Third Quarter (through October 7, 1998) . . . . . 12.50 13.54
</TABLE>
The last reported sale price of the Common Stock on the NYSE Composite Tape
on October 7, 1998 was $13.00. As of July 31, 1998, there were 379 record
holders of Common Stock. The Company believes that there are in excess of 2,500
beneficial owners of its Common Stock.
The Company paid quarterly dividends with respect to its Common Stock
totaling $.40 for the year ended January 31, 1998; $.45 for the year ended
January 31, 1997 and $.45 for the year ended January 31, 1996. While the
Company generally intends to maintain this level of dividends with respect to
its Common Stock in the future, business or financial considerations may cause
the Company at any time to discontinue paying dividends at this level, and may
cause the Company to suspend paying dividends for an indeterminate amount of
time. In any event, dividends have in the past been paid on a quarterly basis,
but only after a specific determination with regard thereto by the Company's
Board of Directors.
DESCRIPTION OF SECURITIES
The Company's authorized capital stock consists of 20,200,001 shares of
capital stock, consisting of (i) 20,000,000 shares of $.50 par value Common
Stock, (ii)200,000 shares of preferred stock without par value, and (iii) one
share of Special Voting Stock without par value. As of July 31, 1998, there
were 11,807,258 shares of Common Stock outstanding, and as of October 7, 1998,
11,634,958 shares of Common Stock were outstanding (as a result of Common Stock
repurchases by the Company as described below), zero shares of Preferred Stock
issued or outstanding and one share of Special Voting Stock issued and
outstanding.
Cascade Common Stock
Each outstanding share of Common Stock entitles the holder to one vote,
either in person or by proxy, on all matters submitted to a vote of
stockholders, including the election of directors. There is no cumulative
voting in the election of directors, which means that the holders of a majority
of the outstanding shares of Common Stock can elect all of the directors then
standing for election. Subject to preferences which may be applicable to any
outstanding shares of preferred stock, holders of Common Stock have equal
ratable rights to such dividends as may be declared from time to time by the
Board of Directors out of funds legally available therefor.
Holders of Common Stock have no conversion, redemption or preemptive rights
to subscribe to any securities of the Company. All outstanding shares of Common
Stock are fully paid and nonassessable. In the event of any liquidation,
dissolution or winding-up of the affairs of the Company, holders of Common Stock
will be entitled to share ratably in the assets of the Company remaining after
provision for payment of liabilities to creditors and preferences applicable to
<PAGE>
outstanding shares of preferred stock. The rights, preferences and privileges
of holders of Common Stock are subject to the rights of the holders of any
outstanding shares of preferred stock.
The Articles of Incorporation of the Company provide that directors of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duties as a director except to the
extent otherwise required by Oregon law. The By-laws of the Company provide for
indemnification of the officers and directors of the Company to the fullest
extent permitted by Oregon law.
On August 13, 1998, the Board of Directors of the Company authorized the
repurchase of 500,000 shares of the Common Stock of the Company in open market
transactions. As of October 7, 1998, the Company had repurchased 172,300
shares, leaving a total of 11,634,958 shares of Common Stock outstanding.
The transfer agent and registrar for the Common Stock is Chase Mellon
Shareholder Services, L.L.C.
Cascade Preferred Stock
The Board of Directors of the Company is authorized to issue up to 200,000
shares of preferred stock without par value, in one or more series, with such
designations, description and terms thereof to be set forth in a verified
certificate by specified officers of the Company and then delivered to the
Corporation Commissioner of the State of Oregon. The Company's Articles of
Incorporation further provide that the Board is empowered to determine, with
respect to each such series: (i) the rates of dividend payable thereon; (ii)
whether shares can be redeemed, and if so, the redemption price and terms and
conditions of redemption; (iii) the amount payable upon shares in event of
voluntary or involuntary liquidation; (iv) sinking funds, if any, for the
redemption or purchase of shares; and (v) the terms and conditions, if any, on
which shares may be converted to Common Stock of the Company.
Cascade Special Voting Share; Redeemable Exchangeable Preferred Shares of
Canadian Subsidiaries
The Articles of Incorporation authorize one share of Special Voting Stock.
This share was issued to TD Trust Company, as trustee for Couphar
Ltd.("Couphar"), an Ontario corporation owned and controlled by William J.
Harrison in connection with the acquisition by the Company of Kenhar Corporation
in 1997. Subject to certain conditions, the holder of the share of Special
Voting Stock is entitled to the number of votes, on all matters to be voted on
by the holders of common stock of the Company, equal to the number of redeemable
exchangeable preferred shares of Cascade (Ontario), Ltd., an Ontario corporation
which is a subsidiary of the Company, which redeemable exchangeable preferred
shares are also owned by the holder of the Special Voting Share. No dividends
may be declared on the share of Special Voting Stock. In addition, in the event
of any liquidation, dissolution or winding up of the corporation, the holder of
the Special Voting Share shall have no right to receive any distribution of
assets of the Company.
Accordingly, any Couphar conversion of redeemable exchangeable preferred
shares into Common Stock of the Company will prorata reduce the number of votes
which it can cast as a result of holding the Special Voting Share on matters
voted on by the holders of Common Stock. Of course, if Couphar retains such
shares its total voting power will be undiminished, but Couphar's voting power
will decline if such shares are sold, either pursuant to this Prospectus or
otherwise. Because of the Company's arrangement regarding voting by the holder
of the Special Voting Share, exercise by Couphar of its exchange rights will not
result in an increase in the number of votes which may be cast with respect to
matters on which holders of the Common Stock of the Company may vote.
In this connection it is important to note that the ITL Holders (identified
below) who own redeemable exchangeable preferred shares of a different
subsidiary of the Company do not have any arrangement by which they
<PAGE>
have obtained similar voting rights. Accordingly, exercise of their rights to
convert their redeemable exchangeable preferred stock into shares of the
Company's Common Stock will result in an increase in the number of votes which
may be cast with respect to matters on which holders of the Common Stock of the
Company may vote, whether the ITL Holders sell such Common Stock or not.
SELLING STOCKHOLDERS
The Selling Stockholders listed below may sell such shares of Common Stock
set forth opposite their respective names to purchasers directly, or through
underwriters, dealers or agents who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the shares of Common Stock for whom they may act as
agents. See "Plan of Distribution."
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering After Offering
Name Number (1) Percent (2) Number (3) Percent
<S> <C> <C> <C> <C>
Couphar Ltd.(4) 1,100,000 8.64% -0- 0%
Thomas P. Buckley 66,000 .56% -0- 0%
Family Trust
1107048 Ontario 144,000 1.22% -0- 0%
Limited
Thomas A. Buckley 47,500 .41% -0- 0%
Gaynor D. Buckley 27,500 .24% -0- 0%
Terry J. Mark 20,000 .17% -0- 0%
Michael R. J. Dobbins 225,000 1.93% -0- 0%
</TABLE>
(1) Estimated.
(2) Based on 11,634,958 shares of Common Stock outstanding on October 7,1998,
and assuming, in the case of each Selling Shareholder except Mr. Dobbins,
the exchange of such Selling Shareholder's redeemable exchangeable preferred
stock for the Common Stock of the Company.
(3) Assumes the sale by the Selling Stockholders of all of the shares of
Common Stock offered hereby.
(4) A private entity controlled by William J. Harrison, Executive Vice President
and Director of the Company. These shares were acquired in connection with
the acquisition by the Company of Kenhar.
Couphar, Ltd. ("Couphar") is the holder of 1,100,000 outstanding shares of
redeemable exchangeable preferred stock of Cascade Canada, Ltd., a subsidiary of
the Company, which were issued to Couphar in connection with the acquisition of
Kenhar Corporation by the Company. Couphar will receive the 1,100,000 shares of
the Company's Common Stock offered hereby in exchange for its 1,100,000
outstanding shares of the redeemable exchangeable preferred stock of Cascade
Canada, which shares are exchangeable on a one for one basis for the number of
shares of the Common Stock of the Company. In addition, Couphar may exercise
its exchange rights with respect to any number of shares it chooses, without
regard to any minimum or other restriction. Finally, Couphar is party to an
agreement with the Company to the effect that the Company has a right of first
refusal to purchase any shares of Common Stock to be sold by Couphar in excess
of 110,000 shares in any 30 day period. See "DESCRIPTION OF SECURITIES -Cascade
Special Voting Share; Redeemable Exchangeable Preferred Shares of Canadian
Subsidiaries" above for a description of the impact that exercise by Couphar
<PAGE>
will have on the number of shares able to vote on matters presented to the
holders of the Company's Common Stock.
The Thomas P. Buckley Family Trust, 1107048 Ontario Limited, Thomas A.
Buckley, Gaynor D. Buckley and Terry J. Mark, five of the Selling Shareholders
(together the "ITL Holders"), are the holders of a total of 305,000 outstanding
shares of redeemable exchangeable preferred stock of Cascade Canada, Inc., a
subsidiary of the Company, which were issued to the ITL Holders in connection
with the acquisition of Industrial Tires Limited by the Company. The ITL
Holders will receive the 305,000 shares of the Company's Common Stock offered
hereby in exchange for their 305,000 outstanding shares of the redeemable
exchangeable preferred stock of Cascade Canada, which shares are exchangeable on
a one for one basis for the number of shares of the Common Stock of the Company.
The ITL Holders also have the right to exercise their exchange rights with
respect to any number of shares each of them chooses, without regard to any
minimum or other restriction, and without reference to the choices made in this
regard by any of the other ITL Holders. See "DESCRIPTION OF SECURITIES -Cascade
Special Voting Share; Redeemable Exchangeable Preferred Shares of Canadian
Subsidiaries" above for a description of the impact that exercise by the ITL
Holders will have on the number of shares able to vote on matters presented to
the holders of the Company's Common Stock.
Michael R. J. Dobbins is the holder of 225,000 outstanding shares of the
Company's Common Stock which were issued to Mr. Dobbins in connection with the
acquisition of Hyco-Cascade, Pty., Ltd., an Australian corporation.
Pursuant to the terms of an agreement relating to the acquisition of Kenhar
Corporation, the Company agreed to file the Registration Statement of which this
Prospectus forms a part with the Commission.
PLAN OF DISTRIBUTION
This Prospectus, as appropriately amended or supplemented if required, may
be used from time to time by the Selling Stockholders, or their transferees, who
wish to offer and sell the shares of Common Stock offered hereby. The shares of
Common Stock may be sold by the Selling Stockholders to purchasers directly, or
through underwriters, dealers or agents who may receive compensation in the form
of underwriting discounts, concessions or commissions from the Selling
Stockholders and/or the purchasers of the shares of Common Stock for whom they
may act as agents. The Selling Stockholders and any such underwriters, dealers
or agents that participate in the distribution of the shares of Common Stock may
be deemed to be underwriters under the Securities Act, and any profit on the
sale of the shares of Common Stock by them and any discounts, commissions or
concessions received by them may be deemed to be underwriting discounts and
commissions under the Securities Act. The shares of Common Stock offered hereby
may be sold in one or more transactions at a fixed offering price, which may be
changed, or at varying prices determined at the time of sale or at negotiated
prices. The distribution of the shares of Common Stock by the Selling
Stockholders may be effected in one or more transactions that may take place on
NYSE, including ordinary brokers' transactions, privately-negotiated
transactions or through sales to one or more broker-dealers for resale of such
shares as principals, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Usual and
customary or specifically negotiated brokerage fees, discounts and commissions
may be paid by the Selling Stockholders in connection with such sales of
securities. The Company will pay substantially all the expenses incident to the
offering of the Common Stock by the Selling Stockholders to the public other
than brokerage fees, commissions and discounts of underwriters, dealers or
agents.
In order to comply with certain states securities laws, if applicable, the
shares of Common Stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states the shares of
Common Stock may not be sold unless the shares of Common Stock have been
registered or qualified for sale in such state, or unless an exemption from
<PAGE>
registration or qualification is available and is obtained.
In addition to sales pursuant to the Registration Statement of which this
Prospectus forms a part, the shares of Common Stock may be sold in accordance
with Rule 144, if eligible. Selling Stockholders may also offer shares of
Common Stock by means of prospectuses under other available registration
statements or pursuant to exemptions from the registration requirements of the
Securities Act and Selling Stockholders should seek the advice of their own
counsel with respect to the legal requirements for such sales.
Upon the Company's being notified by one or more of the Selling
Stockholders that a particular offer to sell the Common Stock is made, a
material arrangement has been entered into with a broker-dealer for the sale
of shares through a block trade, special offering, exchange distribution, or
secondary distribution, or any block trade has taken place, to the extent
required, a supplement to this Prospectus will be delivered together with this
Prospectus and filed pursuant to Rule 424(b) under the Securities Act setting
forth with respect to such offer or trade the terms of the offer or trade;
including (i) the name of each Selling Stockholder, (ii) the number of shares
of Common Stock involved, (iii) the price at which the shares of Common Stock
were sold, (iv) any participating brokers, dealers, agents or member firm
involved, (v) any discounts, commissions and other items paid as compensation
from, and the resulting net proceeds to, the Selling Stockholder, (vi) that
such broker-dealers did not conduct any investigation to verify the information
set out in this Prospectus, and (vii) other facts material to the transaction.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock offered hereby
will be passed upon for the Company by Newcomb, Sabin, Schwartz and Landsverk,
LLP, 111 SW Fifth Ave., Suite 4040, Portland, Oregon, 97204.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended January
31, 1998 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
<PAGE>
No dealer, salesman or other
person has been authorized to give
any information or to make
representations other than those
contained in this Prospectus, and
if given or made, such information
or representations must not be
relied upon as having been $21,240,938
authorized by the Company.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, under any
circumstances, create an CASCADE CORPORATION
implication that the information
herein is correct as of any time
subsequent to its date. This
Prospectus does not constitute an
offer or solicitation by anyone in Common Stock
any jurisdiction in which such offer
or solicitation is not authorized
or in which the person making such
offer of solicitation is not
qualified to do so or to anyone to
whom it is unlawful to make such PROSPECTUS
offer or solicitation.
------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
Available Information . . . . . 3 October 7, 1998
Documents Incorporated by
Reference . . . . . . . . . . 3
Summary of the Company
and Business. . . . . . . . . 5
Risk Factors. . . . . . . . . . 5
Material Changes. . . . . . . . 9
Use of Proceeds . . . . . . . . 9
Selected Consolidated
Financial Data. . . . . . . . 9
Price Range of Common Stock and
Dividend Policy . . . . . . . 10
Description of Securities . . . 11
Selling Stockholders . . . . . 12
Plan of Distribution . . . . . 13
Legal Matters . . . . . . . . . 14
Experts . . . . . . . . . . . . 14
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table itemizes the expenses incurred by the Company in
connection with the offering of the Common Stock being registered. All the
amounts shown are estimates except the Securities and Exchange Commission (the
"Commission") registration fee.
<TABLE>
<CAPTION>
Item Amount
---- ------
<S> <C>
SEC Registration Fee . . . . . . . . . . $ 6,191
Legal Fees and Expenses. . . . . . . . . 25,000
Accounting Fees and Expenses . . . . . . 11,000
Blue Sky Fees. . . . . . . . . . . . . . 2,000
Miscellaneous Expenses . . . . . . . . . 5,000
---------
TOTAL . . . . . . . . . . . . . $ 49,191
---------
---------
</TABLE>
Item 15. Indemnification of Directors and Officers
Sections 60.387 to 60.414 of the Oregon Business Corporation Act (the "Act")
and Article IX of the Company's Articles of Incorporation and Article XII of the
Company's By-laws provide for the indemnification of the Company's directors and
officers in a variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
Article IX of the Company's Articles of Incorporation and Article XII of the
Company's By-laws generally require the Company to indemnify, to the extent
permitted by Oregon statute, its officers and directors against expenses
(including attorney's fees), judgements, fines and amounts paid in settlement,
actually and necessarily incurred by him in connection with the defense of any
action, suit or proceeding whether civil, criminal, or administrative in which
he is made a party by reason of being or having been a director or officer.
However, Section 60.047(d)2) of the Act provides that indemnification is
not available for (i) Any breach of the director's duty of loyalty to the
corporation or its shareholders; (ii) Acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) Any
unlawful distribution under Section 60.367 of the Act; or (iv) Any transaction
from which the director derived an improper personal benefit. In addition, no
indemnification is available if (i) In connection with a proceeding by or in the
right of the corporation in which the director was adjudged liable to the
corporation; or (ii) In connection with any other proceeding charging improper
personal benefit to the director in which the director was adjudged liable on
the basis that personal benefit was improperly received by the director.
The Commission has taken the position that the foregoing provisions will
have no effect on claims arising under the Federal securities laws.
The Company maintains a directors' and officers' insurance policy which
insures the officers and directors of the Company from any claim arising out of
an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Company.
<PAGE>
Item 16. Exhibits
5.1 Opinion of Newcomb, Sabin, Schwartz & Landsverk, LLP as to
the legality of securities being registered.
23.1 Consent of Newcomb, Sabin, Schwartz & Landsverk, LLP
(included as part of Exhibit 5.1).
23.2 Independent Accountants' consent of PricewaterhouseCoopers LLP.
Item 17. Undertakings
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The Company hereby further undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's Annual Report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
<PAGE>
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fairview,
State of Oregon, on October 7, 1998.
CASCADE CORPORATION
By: /s/ Robert S. Warren, Jr.
---------------------------------------
Robert S. Warren, Jr., President, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as amended, this
to Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
---- ----- ----
/s/ C. Calvert Knudsen Chairman, Director October 7, 1998
- ----------------------
(C. Calvert Knudsen)
/s/ Robert S. Warren, Jr., President, Chief Executive October 7, 1998
- --------------------- Officer and Director
(Robert S. Warren, Jr.) (Principal Executive Officer)
/s/ James P. Miller Executive Vice President October 7, 1998
- ------------------------ and Secretary
(James P. Miller)
/s/ William J. Harrison Executive Vice President October 7, 1998
- ------------------------ and Director
(William J. Harrison)
/s/ Kurt G. Wollenberg Vice President of Finance October 7, 1998
- ------------------------ (Principal Accounting Officer)
(Kurt G. Wollenberg)
/s/ Richard C. Hire Director October 7, 1998
- ------------------------
(Richard C. Hire)
/s/ Eric Hoffman Director October 7, 1998
- ------------------------
(Eric Hoffman)
/s/ Joseph J. Barclay Director October 7, 1998
- ------------------------
(Joseph J. Barclay)
/s/ Nicholas R. Lardy Director October 7, 1998
- ------------------------
(Nicholas R. Lardy)
/s/ Ernest C. Mercier Director October 7, 1998
- ------------------------
(Ernest C. Mercier)
/s/ James S. Osterman Director October 7, 1998
- ------------------------
(James S. Osterman)
/s/ Jack B. Schwartz Assistant Secretary October 7, 1998
- ------------------------ and Director
(Jack B. Schwartz)
/s/ Nancy Wilgenbusch Director October 7, 1998
- ------------------------
(Nancy Wilgenbusch)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Newcomb Sabin Schwartz & Landsverk, LLP
as to the legality of securities being registered.
23.1 Consent of Newcomb Sabin Schwartz & Landsverk, LLP
(included as part of Exhibit 5.1).
23.2 Independent Accountants' consent of PricewaterhouseCoopers LLP.
<PAGE>
EXHIBITS 5.1 and 23.1
CONSENT AND OPINION OF NEWCOMB, SABIN, SCHWARTZ & LANDSVERK, LLP
Letterhead of Newcomb, Sabin, Schwartz & Landsverk, LLP
October 7, 1998
Cascade Corporation
2201 N.E. 201st Ave.
Fairview, Oregon 97024-9718
RE: CASCADE CORPORATION REGISTRATION STATEMENT ON FROM S-3
We are rendering this opinion in connection with the registration under the
Securities Act of 1933, as amended, by Cascade Corporation, an Oregon
corporation (the "Company"), of up to 1,630,000 shares (the "Shares") of the
Company's common stock, par value $.50 (the "Common Stock") offered pursuant to
a prospectus (the "Prospectus"), which is a part of the above captioned
registration statement (the "Registration Statement"), on Form S-3, file No.
333-64561, originally filed with the Securities and Exchange Commission (the
"Commission") on September 29, 1998 and subsequently amended on October 7, 1998.
The Shares registered under the Registration Statement include Common Stock
now owned by one holder and Common Stock issuable to the holders of redeemable
exchangeable preferred stock of two of the Company's Canadian subsidiaries (the
"Redeemable Exchangeable Preferred Stock"). The Redeemable Exchangeable
Preferred Stock is exchangeable for shares of Common Stock, as described in the
Prospectus.
In this connection, we have been furnished with and examined originals and
copies, certified or otherwise identified to our satisfaction, of the Restated
Articles of Incorporation and Bylaws of the Company, as amended, resolutions of
the Board of Directors of the Company relating to the issuance of the Shares, a
copy of the Registration Statement, copies of the several documents pursuant to
which the shares of Redeemable Exchangeable Preferred Stock were issued and
which describe the terms of their exchange rights, and such other agreements,
documents, certificates and corporate or other records as we have deemed
necessary or appropriate as a basis for the opinion set forth below. In our
examination we have assumed the genuiness of all signatures, the legal capacity
of natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents. As to any facts material to such opinions which could
not reasonably be independently established or which could not reasonably be
independently established or verified, we have relied without further
investigation upon statements and representations of officers and other
representatives of the Company.
In connection with this opinion, we have assumed that (i) the Registration
Statement, and any amendments thereto (including post-effective amendments),
will have become effective; and (ii) all Shares will be issued and sold in
compliance with applicable federal and state securities laws and in the manner
described in the Registration Statement;
Based upon and subject to the foregoing, we are of the opinion that under
the laws of the state of Oregon and federal laws:
1. The Shares of Common Stock now owned by the holder thereof and offered
pursuant to the Registration Statement have been duly authorized, validly
issued, fully paid, non-assessable, and free of preemptive rights. The
<PAGE>
Shares of Common Stock to be issued upon exchange of the Redeemable Exchangeable
Preferred Stock have been duly authorized, and, when issued in accordance with
the documents controlling their issuance and terms, will be validly issued,
fully paid, non-assessable and free of preemptive rights.
In rendering the foregoing opinion, we are not assuming any
responsibility for the accurateness or fairness of any representations
contained in the Prospectus dated September 29, 1998, as amended on October 7,
1998, or any other documents employed by or oral statement (the Prospectus,
together with any such other document and any such oral statements are
collectively the "Statements") made by the Company from time to time in
connection with the offer and sale of the Company's securities. However,
nothing has come to our attention to cause us to believe that the Statements
contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make any statements made, in light of the
circumstances under which they were made, not misleading.
We assume no obligation to supplement this opinion in the event of any
changes to applicable law after the date hereof or if we become aware of any
fact that might change the opinions expressed herein after the date hereof.
We hereby consent to the filing of this opinion of counsel as an exhibit to
the Registration Statement. We also consent to the reference of the name of our
firm under the heading "Legal Matters" in the Prospectus forming a part of the
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Newcomb, Sabin, Schwartz & Landsverk, LLP
---------------------------------------------
NEWCOMB, SABIN, SCHWARTZ & LANDSVERK, LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
March 20, 1998 which appears on page 19 of the 1997 Annual Report to
Shareholders of Cascade Corporation, which is incorporated by reference in it's
Annual Report on Form 10-K for the year ended January 31, 1998. We also consent
to the reference to us under the heading "Experts" in such prospectus.
PricewaterhouseCoopers LLP
Portland, Oregon
October 7, 1998
