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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 29, 2000
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Date of Report
(Date of earliest event reported)
CASCADE CORPORATION
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(Exact name of registrant as specified in its charter)
OREGON 1-12557 93-0136592
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
2201 N.E. 201st Ave.
Fairview, Oregon 97024-9711
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(Address of principal executive offices, including zip code)
(503) 669-6300
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(Registrant's telephone number, including area code)
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Item 5. Other Matters
(a) On March 29, 2000,the Registrant issued two press releases that are
attached hereto as Exhibits 99.1 and 99.2, and which are
incorporated herein by this reference.
(b) Exhibits.
99.1 - Press Release, dated March 29, 2000, issued by Cascade Corporation.
99.2 - Press Release, dated March 29, 2000, issued by Cascade Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CASCADE CORPORATION
/s/ KURT G. WOLLENBERG
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SENIOR VICE PRESIDENT--FINANCE
SECRETARY & TREASURER
Dated: March 29, 2000
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Portland, Oregon
March 29, 2000
FOR IMMEDIATE RELEASE
CASCADE CORPORATION ANNOUNCES SPECIAL BOARD COMMITTEE
Chairman C. Calvert Knudsen announced today that Cascade Corporation's Board of
Directors has appointed a Special Committee of independent directors to consider
options to increase shareholder value.
R.C. Warren, President and Chief Executive Officer of Cascade Corporation,
(NYSE: CAE), advised the Board of Directors today that he and a management group
are exploring the possibility for the corporation to be taken private in a
management led leveraged buyout.
The Special Committee of the Board, which is authorized to seek outside
investment and legal counsel, consists of James S. Osterman, President, Outdoor
Products Group, Oregon Cutting Systems Division of Blount, Inc., Chairman;
Nicholas R. Lardy, Senior Fellow at The Brookings Institution; Ernest C.
Mercier, Chairman, Oxford Properties Group, Inc.; and Nancy A. Wilgenbusch,
President, Marylhurst University.
Separately, Cascade is issuing its earnings release for the fiscal year ended
January 31, 2000.
Cascade Corporation, headquartered in Portland, Oregon is a leading
international manufacturer of lift truck attachments, forks, and accessories.
CONTACT: Robert C. Warren, Jr. - (503) 669-6300
Under the "safe harbor provision" of the Private Securities Litigation Act,
Cascade Corporation is required to advise you that this news release contains
"forward looking statements" based on assumptions as to future sales and
earnings, which in turn are dependant on economic conditions in general
including interest rates, and on competitive factors in, and on the cyclical
nature of the Materials Handling Industry.
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Portland, Oregon
March 29, 2000
FOR IMMEDIATE RELEASE
CASCADE CORPORATION ANNOUNCES SALES AND EARNINGS FOR THE FOURTH QUARTER AND THE
YEAR ENDED JANUARY 31, 2000
Robert C. Warren, Jr., President and Chief Executive Officer of Cascade
Corporation, (NYSE: CAE) reported that revenues decreased by 20.4% (due
primarily to the divestiture of the mast business unit in January 1999 and the
Industrial Tire Division, sold in April 1999) and that earnings from continuing
operations before unusual items improved by 2.3% in the year ended January 31,
2000.
Consolidated net sales of $324,778,000 for fiscal 1999 compare to $407,930,000
for 1998. Fourth quarter sales of $75,100,000 were 16.5% lower than the
$89,985,000 reported in the prior year fourth quarter also due to the
divestitures noted above.
Net income for the year of $4,934,000 ($.40 per share) was 76.9% below the
$21,370,000 ($1.63 per share) for the year ended January 31, 1999. This year's
results include special charges that stem from the integration of operations
acquired over the past three years, steps taken to assure consistency of global
financial reporting, the sale of the Industrial Tire Division and the
significant environmental charge discussed below. Adjusting for the above noted
divestitures and non-recurring items, comparable operating results from
continuing operations were an estimated $17,700,000 after tax ($1.42 per share)
vs. $17,300,000 ($1.32 per share).
Fourth quarter net loss of $4,958,000 ($.40) per share compared to net income of
$3,040,000 or $.24 per share in the fourth quarter last year. Excluding the
significant addition to environmental reserves earnings were $.22 per share.
Warren announced that Cascade would add to its environmental reserves through a
$12,000,000 pretax charge to income. The charge results from a review of
potential environmental exposure including an adverse decision rendered last
week by the Ninth Circuit Court of Appeals in connection with a lawsuit brought
in 1989 by The Boeing Company. The suit dealt with ongoing environmental cleanup
at the two companies' Portland plant sites.
Warren also noted that this charge does not alter the fundamental strength of
the Company nor its ability to produce products and serve its markets throughout
the world. He added, "Operations are continuing to improve and expand. The
challenges presented by some prior acquisitions and the environmental issues are
not without understandable concern to management but we believe these special
circumstances are largely behind us and above all, they do not deter our
confidence and optimism in the Company's future."
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Separately, Cascade is announcing the appointment of a Special Board Committee
to consider options to increase shareholder value.
Cascade Corporation, headquartered in Portland, Oregon is a leading
international manufacturer of lift truck attachments, forks, and accessories.
CONTACT: Robert C. Warren, Jr. - (503) 669-6300
Under the "safe harbor provision" of the Private Securities Litigation Act,
Cascade Corporation is required to advise you that this news release contains
"forward looking statements" based on assumptions as to future sales and
earnings, which in turn are dependant on economic conditions in general
including interest rates, and on competitive factors in, and on the cyclical
nature of the Materials Handling Industry.
Cascade Corporation & Subsidiary Companies Summary of Earnings
(in thousands except per share data)
<TABLE>
<CAPTION>
INCOME SUMMARY THREE MONTHS ENDED JANUARY 31 TWELVE MONTHS ENDED JANUARY 31
- -------------- ----------------------------- ------------------------------
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Net Sales $75,100 $89,985 $324,778 $407,930
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Operating Expenses:
Cost of Goods Sold 50,123 62,135 214,348 281,195
Depreciation and Amortization 3,425 5,460 18,386 21,550
Selling and Administrative Expenses 14,198 16,530 61,238 68,500
Environmental Expenses, net 12,000 12,000
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Total Operating Expenses 79,746 84,125 305,972 371,245
Operating (Loss) Income (4,646) 5,860 18,806 36,685
Interest Expense 1,841 2,705 8,686 10,940
Interest Income (343) (200) (1,030) (755)
Other (Income) Expense, net 1,847 (705) 4,039 (4,755)
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Income Before Income Taxes (7,991) 4,060 7,111 31,255
Income Taxes (3,033) 1,020 2,177 9,885
Net Income $ (4,958) $3,040 $ 4,934 $ 21,370
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Basic Earnings Per Share $ (0.43) $ 0.26 $ 0.43 $ 1.77
Diluted Earnings Per Share $ (0.40) $ 0.24 $ 0.40 $ 1.63
Diluted Weighted Average Shares Outstanding 12,254 12,957 12,439 13,148
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