<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 Section 240.14a-11(c) or Section
240.14a-12
Cascade Corporation
- --------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / 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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
NOTICE OF ANNUAL MEETING
To the Shareholders:
Cascade Corporation's 2000 Annual Meeting will take place on Thursday,
May 11, 2000, at 10:00 a.m., Pacific Daylight Time, at our Corporate
Headquarters, 2201 N.E. 201st Ave., Fairview, Oregon 97024. Shareholders will be
asked to consider the following items of business:
1. Electing two Directors to serve three-year terms.
2. Such other business as may properly come before the meeting.
Shareholders of record at the close of business on March 27, 2000 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.
Kurt G. Wollenberg
Secretary
Portland, Oregon
April 13, 2000
<PAGE>
PROXY STATEMENT
ELECTION OF DIRECTORS
Our Board of Directors currently consists of ten directors, and will consist
of nine directors following the Annual Meeting. Our Bylaws divide the Board of
Directors into three groups. The term of office of one group expires at each
Annual Meeting. This year the terms of Messrs. Knudsen, Mercier and Hoffman
expire, and Mr. Hoffman has decided not to stand for reelection. Mr. Knudsen and
Mr. Mercier are nominated for reelection and, if elected, will serve terms
ending in 2003.
The accompanying proxy will be voted in favor of Mr. Knudsen and
Mr. Mercier, or, if either of them is unable to serve, for another nominee
designated by the Board of Directors. Election of directors will be determined
by a plurality of the votes cast. Abstentions or broker non-votes will not
affect the determination of a plurality. Each nominee was elected to the Board
at the 1999 Annual Meeting.
NOMINEES
<TABLE>
<CAPTION>
C. CALVERT KNUDSEN Director since 1974 Age 75
<S> <C> <C>
Mr. Knudsen has served as Chairman of the Corporation since May 14, 1998. He is a director of West
Fraser Timber Co., Ltd., a trustee of the Washington Research Foundation, retired Chairman and Chief
Executive Officer of MacMillan Bloedel, Ltd., a director of The Ostrum Company, and Chairman of The
Dundee Wine Company.
ERNEST C. MERCIER Director since 1997 Age 67
Mr. Mercier is Chairman of Oxford Properties Group, Inc. He is also a director of Camvec
Corporation, a transportation company, and Golden Star Resources, Ltd., a gold and diamond
exploration company.
</TABLE>
DIRECTORS WHOSE TERMS CONTINUE
GROUP 2 (TERM EXPIRES 2001)
<TABLE>
<S> <C> <C>
NICHOLAS R. LARDY Director since 1993 Age 54
Mr. Lardy is a Senior Fellow at The Brookings Institution, a policy research institution.
JAMES S. OSTERMAN Director since 1994 Age 61
Mr. Osterman is President of Outdoor Products Group, Oregon Cutting Systems Division of
Blount, Inc., a diversified manufacturer.
NANCY A. WILGENBUSCH Director since 1997 Age 52
Ms. Wilgenbusch is President of Marylhurst College. She currently Chairs the Oregon Regional
Advisory Board for Pacificorp, and serves on the Pacificorp Advisory Board for Scottish Power, an
international energy company. She is Chairman of the Portland Branch of the Federal Reserve Bank of
San Francisco.
</TABLE>
1
<PAGE>
GROUP 3 (TERM EXPIRES 2002)
<TABLE>
<CAPTION>
ROBERT C. WARREN, JR. Director since 1982 Age 51
<S> <C> <C>
Mr. Warren has served as President and Chief Executive Officer of the Corporation since May, 1996.
He was President and Chief Operating Officer until May, 1996, and was formerly Vice President--
Marketing. He is a director of ESCO Corporation, a manufacturer of high alloy steel products.
GREG H. KUBICEK Director since 1998 Age 43
Mr. Kubicek is President of The Holt Company, a commercial real estate development company, and
serves as President, Holt Homes, Inc. and Affiliates, Managing Member, TKGG, Inc. and Affiliates, a
commercial property development and management company, and director, Bay Audio, an in-home audio
and electronics firm.
JACK B. SCHWARTZ Director since 1995 Age 63
Mr. Schwartz is a partner in the law firm of Newcomb, Sabin, Schwartz & Landsverk, LLP and Assistant
Secretary of the Corporation.
HENRY W. WESSINGER II Director since 1998 Age 47
Mr. Wessinger is Senior Vice President, Ragen MacKenzie, Inc., a brokerage firm; he serves as a
trustee of the Oregon Graduate Institute of Science and Technology; a trustee of the Catlin Gabel
School Foundation, and a director of River View Cemetery.
</TABLE>
INFORMATION CONCERNING THE BOARD AND ITS COMMITTEES
The Board of Directors has standing Audit, Compensation and Nominating and
Governance Committees. The Audit Committee, consisting of Messrs. Mercier,
Hoffman, Knudsen, and Osterman and Ms. Wilgenbusch, recommends annually to the
Board the engagement of independent certified public accountants and reviews
matters relating to their audit of the Corporation's records. The Compensation
Committee, consisting of Messrs. Osterman, Hoffman, Knudsen, and Kubicek,
recommends compensation levels and components for executive officers of the
Corporation. The Nominating and Governance Committee consists of
Messrs. Warren, Knudsen, Lardy, and Wessinger. It makes recommendations to the
Board with respect to nominations or elections of directors and officers. The
Nominating and Governance Committee will consider prospective nominees to the
Board of Directors recommended in writing by shareholders. Shareholders should
address recommendations to the Committee at the Corporation's Executive Offices.
The Board of Directors met five times during the year ended January 31,
2000, the Audit Committee met three times, the Compensation Committee met three
times, and the Nominating and Governance Committee met once. Each director
attended at least 75% of the meetings of the Board and committees on which he or
she served. Directors who are not employees of the Corporation received a
$15,000 annual retainer, and attendance fees of $1,000 for each Board meeting
and $700 for each committee meeting attended during the year. Following adoption
of amendments to Cascade's Senior Managers' Incentive Stock Option Plan at the
May, 1999, Annual Meeting of Shareholders, each Director received an option to
purchase 5,000 common shares at $15.25 per share ($13.00 for Directors first
elected by the shareholders at that meeting).
2
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of April 2, 2000, concerning
each beneficial owner of more than 5% of Cascade's common shares, beneficial
ownership by all Directors, and by the corporate officers named in the Summary
Compensation table on Page 8. As of April 2, 2000, 11,439,890 common shares and
one special voting share were outstanding. The share totals and percentage
calculations below assume the conversion of 800,000 outstanding exchangeable
shares issued by a Cascade subsidiary into a like number of common shares. TD
Trust Company holds the special voting share as trustee for the exchangeable
shares and is entitled to cast 800,000 votes on matters presented to
shareholders. TD Trust Company is required to vote as the owner of the
exchangeable shares may instruct.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
PERSON OR ENTITY BENEFICIAL OWNERSHIP(1) CLASS(2)
- ---------------- ----------------------- ----------
<S> <C> <C>
THE ROBERT C. AND NANI S. WARREN REVOCABLE TRUST, of which
Nani S. Warren, Robert C. Warren, Jr., C. Calvert Knudsen,
and Jack B. Schwartz are Trustees and share investment
powers. Mr. Warren has sole voting power. Messrs. Knudsen
and Schwartz disclaim beneficial ownership in Trust shares.
c/o P.O. Box 20187
Portland, Oregon 97294-0187............................. 1,631,192 13.3%
WILLIAM J. HARRISON The total shown includes 5,000 common
shares as to which Mr. Harrison holds sole voting power and
800,000 exchangeable shares owned by W.J. Harrison Holdings,
Ltd., each of which may be exchanged for one common share.
Mr. Harrison owns 100% of the outstanding shares of W.J.
Harrison Holdings, Ltd. Information is based upon a
Schedule 13D filed with the Securities and Exchange
Commission on or about February 9, 1999.
27 Fox Run Drive, RR#3
Guelph, Ontario, Canada N1H 6N9......................... 815,000 6.7%
DIMENSIONAL FUND ADVISORS I The total shown reflects a
Schedule 13G filed with the Securities and Exchange
Commission on or about February 3, 2000.
1211 Ocean Avenue, 11(th) Floor
Santa Monica, California 90401.......................... 684,450 5.6%
WELLINGTON MANAGEMENT CO. LLC The total shown reflects a
Schedule 13G filed with the Securities and Exchange
Commission on or about February 14, 2000, and includes
230,950 shares as to which sole voting power is held.
75 State Street
Boston, Massachusetts 02109............................. 678,200 5.5%
JACK B. SCHWARTZ............................................ 136,681(3) 1.1%
ROBERT C. WARREN, JR........................................ 125,592(4)(5) 1.0%
ERIC HOFFMAN................................................ 10,687
C. CALVERT KNUDSEN.......................................... 10,687
JAMES S. OSTERMAN........................................... 8,287
NICHOLAS R. LARDY........................................... 6,587
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
PERSON OR ENTITY BENEFICIAL OWNERSHIP(1) CLASS(2)
- ---------------- ----------------------- ----------
<S> <C> <C>
GREG H. KUBICEK............................................. 4,615
HENRY W. WESSINGER II....................................... 4,250
ERNEST MERCIER.............................................. 3,687
NANCY WILGENBUSCH........................................... 2,687
RICHARD S. ANDERSON......................................... 25,233(5)
GREGORY S. ANDERSON......................................... 20,940(5)
TERRY H. CATHEY............................................. 19,762
KURT G. WOLLENBERG.......................................... 19,820(5)
JAMES P. MILLER............................................. 30,517(6)
17 Officers and Directors as a Group........................ 2,092,138(7) 17.1%
</TABLE>
- ------------------------
(1) Includes shares issuable upon exercise of currently vested stock options or
options that will vest within 60 days of April 13, 2000, as follows:
R.C. Warren, 40,701; J.P. Miller, 26,234; T.H. Cathey, 19,762;
R.S. Anderson, 16,672; Mr. G.S. Anderson, 16,188; K.G. Wollenberg, 13,576;
Messrs. Hoffman, Knudsen, Lardy, Mercier, Osterman and Schwartz and Ms.
Wilgenbusch, 2,500 each; Messrs. Kubicek and Wessinger, 1,250 each; and all
executive officers and directors, 153,133.
(2) No officer or director owns more than 1% of Cascade's outstanding shares
except for the following who may be considered to own beneficially the
percentages indicated: R.C. Warren, Jr., 14.3%; C.C. Knudsen, 13.4%; and
J.B. Schwartz, 14.4%. These percentages in each case include shares held as
trustee for the Robert C. and Nani S. Warren Revocable Trust and should not
be combined to determine the total percentage voting power of the persons
listed.
(3) Includes shared voting and investment powers as to 128,394 shares, or 1.1%
of those outstanding, held by a charitable foundation, as to which
Mr. Schwartz disclaims beneficial interest.
(4) Includes shared voting and investment powers as to 13,080 shares, and sole
voting and investment powers as to 7,196 shares, held as fiduciary for the
benefit of various family members and an estate, as to which Mr. Warren
disclaims beneficial interest.
(5) Includes shares held for the benefit of these officers by a 401(k) plan as
follows: R.C. Warren, Jr., 27,597; R.S. Anderson, 2,287; G.S. Anderson,
4,752; and K.G. Wollenberg, 3,744.
(6) Mr. Miller separated from Cascade employment October 31, 1999.
(7) Includes an aggregate of 1,779,860 shares held by officers and directors in
fiduciary capacities.
CERTAIN TRANSACTIONS INVOLVING DIRECTORS AND MANAGEMENT
Newcomb, Sabin, Schwartz & Landsverk, LLP, a firm in which a director, Jack
B. Schwartz, is a partner, provides Cascade legal services in the ordinary
course of business. During the year ended January 31, 2000, Cascade paid the
firm fees approximating $620,000 on account of such services and additional
services in connection with environmental matters and related litigation.
Mr. Miller agreed to serve as a consultant to Cascade for an 18-month period
following his separation from Cascade employment for payment of $100,000, of
which approximately $17,000 was paid during the year ended January 31, 2000. He
will receive a $187,500 severance benefit, payable during the year ending
January 31, 2001.
4
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires directors,
executive officers and holders of more than 10% of any class of our shares to
file reports regarding their stock ownership and any changes in that ownership
with the Securities and Exchange Commission. Cascade believes its officers,
directors and 10% shareholders complied with all Section 16(a) filing
requirements during the year ended January 31, 2000 with the exception of
Mr. Lardy and Mr. Osterman, each of which inadvertently filed one late report
covering one purchase transaction. In making this statement, Cascade has relied
upon the representations of its officers and directors.
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table provides information concerning compensation of
Cascade's Chief Executive Officer and each of its four other most highly
compensated executive officers for the year ended January 31, 2000, and for each
of the prior two fiscal years.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
---------------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY INCENTIVE PAYMENT COMPENSATION(1)
- --------------------------- -------- -------- ----------------- ----------------
<S> <C> <C> <C> <C>
1999 $325,000 $175,000 $11,400
Robert C. Warren, Jr........................................ 1998 275,004 272,833 11,400
President and Chief Executive Officer 1997 275,004 82,500 85,979
1999 187,500(2) 150,000 11,400
James P. Miller............................................. 1998 200,004 198,424 11,400
Executive Vice President, Chief Operating Officer 1997 220,954 60,000 11,150
1999 160,000 95,455 11,400
Terry H. Cathey............................................. 1998 150,000 148,818 11,000
Sr. Vice President--Americas 1997 150,000 45,000 57,508
1999 150,000 95,455 11,000
Kurt G. Wollenberg.......................................... 1998 130,020 129,975 5,201
Sr. Vice President--Finance 1997 58,335(3) 3,317 --
1999 140,000 82,727 10,600
Richard S. Anderson......................................... 1998 130,020 128,975 10,167
Sr. Vice President--International 1997 120,000 36,000 9,433
1999 140,000 82,727 10,600
Gregory S. Anderson......................................... 1998 129,955 128,975 10,167
Vice President--Human Resources 1997 120,000 36,000 9,433
</TABLE>
- ------------------------------
(1) The amounts shown are Cascade contributions to a 401(k) plan for the benefit
of the named executives. The 1999 amount shown for Mr. Miller includes a
$15,625 accrued vacation benefit paid when he separated from Cascade
employment. 1997 amounts for Messrs. Warren and Cathey include lump sum
benefits of $74,829 and $46,906, respectively, paid on termination of a
retirement plan in which they participated.
(2) Mr. Miller separated from Cascade employment October 31, 1999.
(3) Mr. Wollenberg entered Cascade employment July 1, 1997.
COMPENSATION PURSUANT TO STOCK OPTIONS
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT
ASSUMED RATES VALUE OF
# OF % OF APPR. FOR UNEXERCIZED
OPTIONS TOTAL EXERCISE OPTION TERM(2) OPTIONS IN-THE-MONEY
GRANTED IN OPTIONS PRICE PER EXPIRATION --------------------- OUTSTANDING OPTIONS AT
NAME 1999 GRANTED SHARE DATE(1)(2) 5% 10% AT 1/31/00 1/31/00
- ---- ---------- -------- --------- ---------- -------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert C. Warren, Jr...... 4,545 9.16% 14.30 5/13/09 40,874 103,583 67,360 --
James P. Miller........... 3,846 7.75 13.00 5/13/09 -- -- 26,234 --
Terry H. Cathey........... 2,461 4.96 13.00 5/13/09 20,120 50,988 29,408 --
Kurt G. Wollenberg........ 2,307 4.65 13.00 5/13/09 18,861 47,798 28,307 --
Richard S. Anderson....... 2,153 4.34 13.00 5/13/09 17,602 44,607 26,087 --
Gregory S. Anderson....... 2,153 4.34 13.00 5/13/09 17,602 44,607 23,653 --
</TABLE>
- ------------------------------
(1) Under the terms of the Stock Option Plan, options are granted at fair market
value (110% of fair market value in Mr. Warren's case). Vesting for options
granted in 1998 and 1999 occurs over a four year period, while options
granted in previous years generally may not be exercised until the employee
has completed three years of continuous employment with Company 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
wth the corporation, or in the event of death or disability, on the first
anniversary of the optionee's termination of employment. Options granted to
Mr. Miller expire May 31, 2000.
(2) Potential Realizable Value calculation assumes appreciation at the rate
shown beginning on the date of grant through the option expiration date.
5
<PAGE>
COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee recommends executive salary levels and
compensation programs to the Board of Directors for approval. Compensation for
key Cascade executives consists of three major elements: base salary, annual
incentive, and long term incentive. The Committee, with advice from the
consulting firm of William M. Mercer Co., reviewed executive compensation and
developed an approach to salary and incentive compensation which will be fully
implemented during the current fiscal year, with the year ended January 31, 2000
as a transitional year.
The Committee recommended base salary levels for the year ended January 31,
2000, after considering both compensation ranges for executives with like
responsibilities in comparable companies and industries, and their view that
executive compensation should reflect performance incentives to a substantial
degree.
As fully implemented, the incentive plan groups executive officers according
to responsibility levels and establishes target annual incentive levels for each
group ranging from 50% to 75% of base pay. Incentive payments are triggered only
if Cascade operating income reaches 75% of budget. Executive incentive awards
are based on three criteria: Cascade's operating income relative to budget
(40%); return on assets (40%), and 20% on the individual executive's achievement
against agreed objectives. Once threshold operating income of 75% of budget is
reached, executive officers will be eligible for bonuses equal to a minimum of
40%, and a maximum of 200%, of base pay depending upon the degree to which the
three qualifying criteria are met. For the year ended January 31, 2000, actual
incentive payments ranged from 52% to 58% of the participants' target levels.
The Committee and the Board provided long-term incentives through option
grants under Cascade's Senior Managers' Incentive Stock Option Plan.
The Committee and the Board establish the Chief Executive Officer's
compensation according to the criteria outlined above. Mr. Warren's incentive
level target for the current year will equal 75% of base salary, and his
incentive payment will be based 50% on operating income relative to budget and
50% on return on assets, thus tying his incentive eligibility entirely to
overall corporate performance.
COMPENSATION COMMITTEE
Eric Hoffman
C. Calvert Knudsen
Greg H. Kubicek
James S. Osterman, Chairman
6
<PAGE>
PERFORMANCE GRAPH
The following graph compares the annual percentage change in the cumulative
shareholder return on Cascade common stock with the cumulative total return of
the Russell 2000 Index and an industry group of peer companies, in each case
assuming investment of $100 on January 31, 1995, and reinvestment of dividends.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
<S> <C> <C> <C>
AMONG CASCADE CORPORATION, THE RUSSELL 2000 INDEX
AND A PEER GROUP
CASCADE CORPORATION PEER GROUP RUSSELL 2000
01/95 $100.00 $100.00 $100.00
01/96 $115.88 $130.00 $130.03
01/97 $146.22 $178.24 $159.18
01/98 $143.07 $166.70 $202.86
01/99 $138.54 $134.34 $188.88
01/00 $98.02 $123.46 $185.41
* $100 INVESTED ON 1/31/95 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING JANUARY 31.
</TABLE>
The peer group comprises the following companies: Agco Corp., Alamo
Group Inc., Arts Way Mfg. Inc., Astec Inds, Inc., Farr Co., Gehl Co., Gencor
Inds. Inc., Jlg. Inds. Inc., Lindsay Mfg. Co., Nordson Corp., Peeless Mfg. Co.,
SI Handling Sys. Inc., Utilx Corp., Valmont Inds. Inc.
7
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Cascade has selected PricewaterhouseCoopers LLP, an independent certified
public accounting firm, to continue to serve it in that capacity for the current
fiscal year. Cascade expects representatives of PricewaterhouseCoopers LLP to be
present at the meeting. They will have the opportunity to make a statement if
they desire to do so, and will be available to respond to appropriate questions
from shareholders.
PROXY SOLICITATION
Cascade may make arrangements with brokerage houses and other custodians to
send proxies and proxy-soliciting materials to their principals, and may
reimburse them for their expenses.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the next Annual Meeting
must be received by Cascade no later than January 31, 2001, to be included in
the proxy materials for the meeting.
ANNUAL REPORT
Cascade is mailing its Annual Report to shareholders with this Notice of
Annual Meeting and Proxy Statement. The Annual Report is not incorporated in the
Proxy Statement by reference, nor is it a part of the proxy-soliciting material.
A COPY OF CASCADE'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 SHOULD BE ADDRESSED TO
THE SECRETARY, CASCADE CORPORATION, AT ITS EXECUTIVE OFFICES, P.O. BOX 20187,
PORTLAND, OREGON 97294-0180.
8
<PAGE>
<TABLE>
<S><C>
- -----------------------------------------------------------------------------------------------------------------------------------
P
R
O
X
Y
CASCADE CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 11, 2000
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints R.C. Warren and K.G. Wollenberg 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 March 27, 2000, at the Annual Meeting of Shareholders to be held at Cascade Corporation,
2201 N.E. 201st Ave., Fairview, OR 97024, on May 11, 2000, and at any adjournment or postponement thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE TWO NOMINEES FOR ELECTION AS DIRECTORS.
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, WILL BE VOTED FOR THE TWO NOMINEES FOR ELECTION AS
DIRECTORS.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE.)
- -----------------------------------------------------------------------------------------------------------------------------------
* FOLD AND DETACH HERE *
</TABLE>
<PAGE>
<TABLE>
<S><C>
- -----------------------------------------------------------------------------------------------------------------------------------
Please mark
your votes as
indicated in /X/
this example
Election of Two Directors to serve three-year terms. For, except vote withheld from the following nominee(s):
FOR ALL WITHHELD _______________________________________________________________
NOMINEES ALL NOMINEES NOMINEES: C.C. Knudsen and E.C. Mercier
/ / / /
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 ______________________________________________________, 2000
_________________________________________________________________
Signature
_________________________________________________________________
_________________________________________________________________
Signature
- -----------------------------------------------------------------------------------------------------------------------------------
* FOLD AND DETACH HERE *
</TABLE>
