<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(AMENDMENT NO. )*
Cascade Corporation
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(Name of Issuer)
Common Stock, $0.50 par value
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(Title of Class of Securities)
147195-10-1
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(CUSIP Number)
Robert C. Warren, Jr.
PO Box 20187
Portland, Oregon 97294-0187
(2201 NE 201st Avenue
Fairview, Oregon 97024-9718)
(503) 669-6300
with a copy to:
John M. Schweitzer, Esq.
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
(503) 224-3380
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 5, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
<PAGE>
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended ("Act"), or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, SEE the NOTES).
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CUSIP No. 147195-10-1 13D
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1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Robert C. Warren, Jr.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) /X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: Not applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF -------------------------------------------------
SHARE 7. SOLE VOTING POWER: 1,776,671 (1)
BENEFICIALLY -------------------------------------------------
OWNED BY 8. SHARED VOTING POWER: 69,316 (1)
EACH -------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER: 145,479 (1)
PERSON -------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER: 1,700,508 (1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,845,987 (1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
/X/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 15.0% (2)
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14. TYPE OF REPORTING PERSON: IN
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(1) Based on beneficial ownership of shares of Common Stock of the Issuer
as follows: (a) 1,631,192 shares held by the Robert C. and Nani S.
Warren Revocable Trust; (b) 31,600 shares held by Robert C. Warren, Jr.
as trustee or co-trustee of trusts for family members; (c) 40,701
shares under options held by Mr. Warren; (d) 90,778 shares held
directly or indirectly by Mr. Warren; (e) 25,454 shares beneficially
owned by Richard S. Anderson; and (f) 26,262 shares beneficially owned
by Terry H. Cathey. Mr. Warren's spouse owns 1,200 shares, not included
above, as to which he disclaims beneficial ownership.
(2) Calculated as set forth in Item 5.
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Page 2 of 13
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CUSIP No. 147195-10-1 13D
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1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Richard S. Anderson
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) /X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: Not applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF -------------------------------------------------
SHARE 7. SOLE VOTING POWER: 25,454 (1)
BENEFICIALLY -------------------------------------------------
OWNED BY 8. SHARED VOTING POWER: 1,820,533 (1)
EACH -------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER: 25,454 (1)
PERSON -------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER: 1,820,533 (1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,845,987 (1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
/X/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 15.0% (2)
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14. TYPE OF REPORTING PERSON: IN
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(1) Based on beneficial beneficial ownership of shares of Common Stock of
the Issuer as follows: (a) 1,631,192 shares held by the Robert C. and
Nani S. Warren Revocable Trust; (b) 31,600 shares held by Robert C.
Warren, Jr. as trustee or co-trustee of trusts for family members; (c)
40,701 shares under options held by Mr. Warren; (d) 90,778 shares held
directly or indirectly by Mr. Warren; (e) 25,454 shares beneficially
owned by Richard S. Anderson; and (f) 26,262 shares beneficially owned
by Terry H. Cathey. Mr. Warren's spouse owns 1,200 shares, not included
above, as to which he disclaims beneficial ownership.
(2) Calculated as set forth in Item 5.
Page 3 of 13
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CUSIP No. 147195-10-1 13D
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1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Terry H. Cathey
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) /X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: Not applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF -------------------------------------------------
SHARE 7. SOLE VOTING POWER: 26,262 (1)
BENEFICIALLY -------------------------------------------------
OWNED BY 8. SHARED VOTING POWER: 1,819,725 (1)
EACH -------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER: 26,262 (1)
PERSON -------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER: 1,819,725 (1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,845,987 (1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
/X/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 15.0% (2)
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14. TYPE OF REPORTING PERSON: IN
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(1) Based on beneficial beneficial ownership of shares of Common Stock of
the Issuer as follows: (a) 1,631,192 shares held by the Robert C. and
Nani S. Warren Revocable Trust; (b) 31,600 shares held by Robert C.
Warren, Jr. as trustee or co-trustee of trusts for family members; (c)
40,701 shares under options held by Mr. Warren; (d) 90,778 shares held
directly or indirectly by Mr. Warren; (e) 25,454 shares beneficially
owned by Richard S. Anderson; and (f) 26,262 shares beneficially owned
by Terry H. Cathey. Mr. Warren's spouse owns 1,200 shares, not included
above, as to which he disclaims beneficial ownership.
(2) Calculated as set forth in Item 5.
Page 4 of 13
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Item 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of common stock, $0.50 par value
(the "Common Stock"), of Cascade Corporation, an Oregon corporation ("Issuer").
The principal executive offices of Issuer are located at 2201 N.E. 201st
Avenue, Fairview, Oregon 97024.
Item 2. IDENTITY AND BACKGROUND.
Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G under the Securities
Exchange Act of 1934, as amended (the "Act"), the undersigned individuals,
Robert C. Warren, Jr., Richard S. Anderson and Terry H. Cathey (collectively,
the "Reporting Persons" or "Management"), are making this single, joint filing
because they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act.
As described in Items 3 and 4 below, on July 5, 2000, the Reporting Persons
entered into a Letter of Understanding with CHS Oregon Acquisition Corp., a
Delaware corporation ("Acquisition Corp."), Code Hennessy & Simmons IV LP, a
Delaware limited partnership ("CHS IV"), and the Robert C. and Nani S. Warren
Revocable Trust (the "Trust") whereby Acquisition Corp. secured the agreement of
the Reporting Persons and the Trust to work exclusively with Acquisition Corp.
and CHS IV to attempt to develop a proposal to acquire the Issuer. Acquisition
Corp. and CHS IV are affiliated with CHS Management IV LP, a Delaware limited
partnership ("CHS Management") and Code Hennessy & Simmons LLC, a Delaware
limited liability company ("CHS LLC"). Acquisition Corp., CHS IV, CHS Management
and CHS LLC (together with the partners of CHS LLC referred to below) are
sometimes hereinafter referred to as the "CHS Parties."
The Reporting Persons, together with the Trust and the CHS Parties, may be
deemed to constitute a group within the meaning of Section 13(d)(3) of the Act.
Neither the present filing nor anything contained herein shall be construed as
(i) an admission that the Reporting Persons together with any of the Trust or
the CHS Parties constitute a "person" or "group" for any purpose or (ii) an
admission that the Reporting Persons are, for the purposes of Section 13(d) or
13(g) of the Act, beneficial owners of any of the securities owned by any of the
Trust or the CHS Parties. Pursuant to Rule 13d-1(k)(2) under the Act, the
Reporting Persons are filing this Schedule 13D on their own behalf and not on
behalf of any other person. Attached hereto as Exhibit 1 is the statement made
pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and
Regulations under the Act.
(a) - (c)
Mr. Robert C. Warren, Jr., is the President, Chief Executive Officer and a
member of the Board of Directors of the Issuer. His business address is P.O. Box
20187, Portland, Oregon 97294-0187 (2201 N.E. 201st Avenue, Fairview, Oregon
97024-9718).
Mr. Richard S. Anderson is a Senior Vice President - International of the
Issuer. His business address is P.O. Box 20187, Portland, Oregon 97294-0187
(2201 N.E. 201st Avenue, Fairview, Oregon 97024-9718).
Mr. Terry H. Cathey is a Senior Vice President - Americas of the Issuer.
His business address is P.O. Box 20187, Portland, Oregon 97294-0187 (2201 N.E.
201st Avenue, Fairview, Oregon 97024-9718).
Page 5 of 13
<PAGE>
The Reporting Persons have been advised by the Trust of the following
information with respect to the Trust:
The Trust has four trustees, Robert C. Warren, Jr., C. Calvert
Knudsen, Jack B. Schwartz and Nani S. Warren (hereinafter collectively
referred to as the "Trustees"). The Trust shares are held by the Trustees
primarily for the benefit of Nani S. Warren. Information concerning Mr.
Warren is provided above.
Mr. C. Calvert Knudsen is an investor and the Chairman and a member of
the Board of Directors of the Issuer. His principal business address is 602
36th Avenue East, Seattle, Washington, 98112.
Mr. Jack B. Schwartz is a practicing attorney and a member of the
Board of Directors of the Issuer. His principal business address is c/o
Newcomb, Sabin, Schwartz & Landsverk LLP, 111 S. W. Fifth Avenue, Suite
4040, Portland, Oregon 97204.
Ms. Nani S. Warren's residential mailing address is Post Office Box
671, Eastsound, Washington, 98245.
The Reporting Persons have been advised by the CHS Parties of the following
information with respect to the CHS Parties:
ACQUISITION CORP.
Acquisition Corp. is a Delaware corporation, the principal business of
which is the intended acquisition of the Issuer. The principal business and
office address of Acquisition Corp. is 10 South Wacker Drive, Suite 3175,
Chicago, Illinois 60606. Peter M. Goetsch is the sole director and
President of Acquisition Corp. Mr. Warren is the Chief Executive Officer of
Acquisition Corp.
CHS IV
CHS IV, the sole stockholder of Acquisition Corp., is a Delaware
limited partnership, the principal business of which is private equity
investments. The principal business and office address of CHS IV is 10
South Wacker Drive, Suite 3175, Chicago, Illinois 60606.
CHS MANAGEMENT
CHS Management, the general partner of CHS IV, is a Delaware limited
partnership, the principal business of which is private equity investments.
The principal business and office address of CHS Management is 10 South
Wacker Drive, Suite 3175, Chicago, Illinois 60606.
CHS LLC
CHS LLC, the general partner of CHS Management, is a Delaware limited
liability company, the principal business of which is private equity
investments. The principal business and office address of CHS LLC is 10
South Wacker Drive, Suite 3175, Chicago, Illinois 60606. Pursuant to
Instruction C to Schedule 13D of the Act, certain information with respect
to the six partners of CHS LLC is set forth below.
Page 6 of 13
<PAGE>
ANDREW W. CODE
Mr. Code is a partner of CHS LLC. His principal business and office
address is c/o CHS LLC, 10 South Wacker Drive, Suite 3175, Chicago,
Illinois 60606.
DANIEL J. HENNESSY
Mr. Hennessy is a partner of CHS LLC. His principal business and
office address is c/o CHS LLC, 10 South Wacker Drive, Suite 3175, Chicago,
Illinois 60606.
BRIAN P. SIMMONS
Mr. Simmons is a partner of CHS LLC. His principal business and office
address is c/o CHS LLC, 10 South Wacker Drive, Suite 3175, Chicago,
Illinois 60606.
PETER M. GOTSCH
Mr. Gotsch is a partner of CHS LLC. His principal business and office
address is c/o CHS LLC, 10 South Wacker Drive, Suite 3175, Chicago,
Illinois 60606.
TOM J. FORMOLO
Mr. Formolo is a partner of CHS LLC. His principal business and office
address is c/o CHS LLC, 10 South Wacker Drive, Suite 3175, Chicago,
Illinois 60606.
JON S. VESELY
Mr. Vesely is a partner of CHS LLC. His principal business and office
address is c/o CHS LLC, 10 South Wacker Drive, Suite 3175, Chicago,
Illinois 60606.
(d) - (e) None of the Reporting Persons has, during the last five years,
been convicted (i) in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
The Trust and the CHS Parties have advised the Reporting Persons that,
during the last five years, none of such entities have been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining any future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
(f) The Reporting Persons have been advised that Acquisition Corp., CHS IV,
CHS Management and CHS LLC are all Delaware entities and that the Trust is
organized under Washington law. All of the Reporting Persons are, and the
Reporting Persons have been advised that all of the other natural persons
identified in this Item 2 are, citizens of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 29, 2000, Management announced that it was exploring the possibility
of taking the Issuer private. Management and its advisors then interviewed a
number of potential equity partners. That search process resulted in Management
selecting CHS LLC, through its fund, CHS IV, as the party with
Page 7 of 13
<PAGE>
whom it would try to structure an agreement. Since that time, Management and CHS
IV have conducted discussions regarding the terms and structure of a venture.
The discussions resulted in Acquisition Corp., CHS IV, the Reporting
Persons and the Trust executing a Letter of Understanding on July 5, 2000 (the
"Letter of Understanding") whereby the Reporting Persons and the Trust agree to
work exclusively with CHS IV and Acquisition Corp. to attempt to develop a
proposal to acquire the Issuer (the "Transaction"), including conceptual
agreement regarding the equity makeup, basic structure and governance provisions
of Acquisition Corp. As a further inducement for CHS IV and Acquisition Corp. to
enter into the Letter of Understanding, the Reporting Persons and the Trust also
agreed to vote their shares in favor of a Transaction entered into between
Acquisition Corp. and the Issuer, and to vote against any transaction that would
otherwise impede, interfere with or prevent the Transaction from occurring. The
Reporting Persons and the Trust also agreed not to engage in discussions
regarding, enter into agreements concerning or participate in any way in a
business combination involving the acquisition or disposition of the equity or a
material portion of the assets of the Issuer, other than the Transaction, and
not to sell, grant an option for the sale of or otherwise transfer or dispose of
their securities in the Issuer (or enter any agreement to do the same).
These covenants of the Reporting Persons and the Trust would terminate on
the first to occur of (i) the date CHS IV agrees to waive some or all of the
restrictions, (ii) April 5, 2001, (iii) thirty days having elapsed following the
date upon which the Issuer's board of directors definitively rejects Acquisition
Corp.'s final proposal regarding the Transaction and (iv) the date CHS IV, the
Trust and the Reporting Persons determine that they are unable to agree on
definitive documents regarding the Transaction.
The Reporting Persons have been advised that Mr. Warren, Mr. Knudsen, Mr.
Schwartz and Ms. Warren acquired the shares of Common Stock owned by the Trust
on March 10, 1997, when they accepted designation as Trustees of the Robert C.
and Nani S. Warren Revocable Trust.
The information set forth in this Item 3 is qualified in its entirety by
reference to the Letter of Understanding, which is attached hereto as Exhibit 2
and expressly incorporated herein by this reference. No additional consideration
was paid to the Reporting Persons or the Trust in connection with the Letter of
Understanding.
Item 4. PURPOSE OF TRANSACTION.
As described in the Letter of Understanding, Acquisition Corp. intends to
propose a Transaction pursuant to which the stockholders of the Issuer, other
than the Reporting Persons and the Trust with respect to certain shares, would
receive cash for their outstanding shares of Issuer Common Stock (as well as
options, warrants or other rights to acquire Issuer Common Stock). The Reporting
Persons would contribute their Issuer Common Stock into Acquisition Corp. in
exchange for equity in Acquisition Corp. The Trust would contribute a
significant portion of its Issuer Common Stock into Acquisition Corp. in
exchange for equity in Acquisition Corp. In connection with the Transaction, the
Issuer would become wholly-owned by Acquisition Corp., delisted from the New
York Stock Exchange and deregistered under the Act.
As an inducement for CHS IV and Acquisition Corp. to enter into the Letter
of Understanding, the Reporting Persons and the Trust agreed (i) to voting
agreements and restrictions on transfer described in Item 3 above, (ii) that CHS
IV, the Trust and the Reporting Persons would reasonably cooperate in jointly
proposing the terms and conditions of the Transaction to the Issuer's directors,
and (iii) to use good faith in drafting and negotiating the transactions
contemplated by the Transaction.
Page 8 of 13
<PAGE>
As noted in the Letter of Understanding, except for the provisions noted in
Item 3 and this Item 4 regarding exclusivity, the agreement to vote and
submission to the Issuer's board of directors, as well as certain other
provisions regarding confidentiality, the bearing of costs and matters
concerning governing law and attorneys' fees, the terms of the Letter of
Understanding are nonbinding. A definitive Transaction will require the
negotiation of the economic terms of and legal documentation regarding the
Transaction (which would include customary covenants, representations,
warranties, conditions and other provisions normal to such documentation), the
securing of financing arrangements and the completion of due diligence of the
Issuer by Acquisition Corp. Any transaction would also be subject to a number of
conditions, which would most likely include stockholder approval. There is no
assurance that the Transaction will be consummated.
Other than as described in Item 3 and this Item 4, none of the Reporting
Persons have, and they have been informed by the Trust and the CHS Parties that
none of them have, any plans or proposals which related to or would result in
any of the matters described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D (although they reserve the right to develop such plans).
The information set forth in this Item 4 is qualified in its entirety by
reference to the Letter of Understanding which is attached hereto as Exhibit 2
and expressly incorporated herein by reference.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Each of the calculations in this Item 5 is based on 12,317,025 shares of
Common Stock. As reported in the Issuer's most recent Form 10-Q, 11,439,890
shares of Common Stock and one special voting share were outstanding as of April
30, 2000. The share totals and percentage calculations below assume the
conversion of 800,000 outstanding exchangeable shares issued by an Issuer
subsidiary into a like number of shares of Common Stock and the issuance of
77,135 shares upon exercise of the options held by the Reporting Persons. TD
Trust Company holds the special voting share as trustee exchangeable shares and
is entitled to cast 800,000 votes on matters presented to stockholders
Solely by virtue of the matters described in Items 3 and 4 above, the
Reporting Persons, together with the Trust and the CHS Parties, may be deemed to
constitute a group within the meaning of Section 13(d)(3) of the Act and the
Reporting Persons may be deemed to have acquired beneficial ownership of the
shares of Common Stock owned or deemed beneficially owned by the Trust and the
CHS Parties. The Reporting Persons disclaim beneficial ownership of any such
shares of Common Stock beneficially owned by the Trust, the CHS Parties or Mr.
Warren's spouse described below.
(a)
REPORTING PERSONS
Pursuant to Rule 13d-3 of the Act, Robert C. Warren, Jr. may be deemed to
be the beneficial owner of 1,845,987 shares of Common Stock, which constitutes
approximately 15.0% of the outstanding shares of Common Stock. Of the 1,845,987
shares of Common Stock, 90,778 shares are owned by Mr. Warren individually,
1,631,192 shares are held by Mr. Warren in his capacity as a Trustee of the
Trust, 31,600 shares are held by Mr. Warren as trustee or co-trustee of trusts
for family members, 40,701 shares are under options held by Mr. Warren, and
51,716 shares are held by Messrs. Anderson and Cathey as described below. Mr.
Warren's spouse owns 1,200 shares of Common Stock, as to which Mr. Warren
disclaims beneficial ownership. Mr. Warren also disclaims beneficial ownership
of any shares of Common Stock held by Mr. Anderson or Mr. Cathey.
Pursuant to Rule 13d-3 of the Act, Richard S. Anderson may be deemed to be
the beneficial owner of 1,845,987 shares of Common Stock, which constitutes
approximately 15.0% of the outstanding shares of Common Stock. Of the 1,845,987
shares of Common Stock, 8,782 shares are owned by Mr. Anderson individually,
16,672 shares are under options held by Mr. Anderson, 1,794,271 shares are
Page 9 of 13
<PAGE>
held by Mr. Warren as described above, and 26,262 shares are held directly or
under option by Mr. Cathey as described below. Mr. Anderson disclaims beneficial
ownership of any shares of Common Stock held by Mr. Warren or Mr. Cathey.
Pursuant to Rule 13d-3 of the Act, Terry H. Cathey may be deemed to be the
beneficial owner of 1,845,987 shares of Common Stock, which constitutes
approximately 15.0% of the outstanding shares of Common Stock. Of the 1,845,987
shares of Common Stock, 6,500 shares are owned by Mr. Cathey individually,
19,762 shares are under options held by Mr. Cathey, 1,794,271 shares are held by
Mr. Warren as described above, and 25,454 are held directly or under option by
Mr. Anderson as described above. Mr. Cathey disclaims beneficial ownership of
any shares of Common Stock held by Mr. Warren or Mr. Anderson.
The following information concerning the Trust and the CHS Parties was
furnished to the Reporting Persons by the persons listed:
TRUST
Information concerning Robert C. Warren, Jr. is set forth above.
Pursuant to Rule 13d-3 of the Act, C. Calvert Knudsen may be deemed to be
the beneficial owner of 1,856,674 shares of Common Stock, which constitutes
approximately 15.1% of the outstanding shares of Common Stock. Of the 1,856,674
shares of Common Stock, 10,687 shares are owned by Mr. Knudsen individually
(including 2,500 under option), 1,631,192 shares are held by Mr. Knudsen in his
capacity as a Trustee of the Trust and an aggregate of 214,795 additional shares
are beneficially owned by Messrs. Warren, Anderson and Cathey as described
above. Mr. Knudsen disclaims beneficial ownership or any shares of Common Stock
held by Mr. Warren, Mr. Anderson or Mr. Cathey.
Pursuant to Rule 13d-3 of the Act, Jack B. Schwartz may be deemed to be the
beneficial owner of 1,982,658 shares of Common Stock, which constitutes
approximately 16.1% of the outstanding shares of Common Stock. Of the 1,982,658
shares of Common Stock, 8,277 shares are owned by Mr. Schwartz individually
(including 2,500 under option), 128,394 shares are held in his capacity as a
Director of the Robert C. and Nani S. Warren Foundation, 1,631,192 shares are
held in his capacity as a Trustee of the Trust and an aggregate of 214,795
additional shares are beneficially owned by Messrs. Warren, Anderson and Cathey
as described above. Mr. Schwartz disclaims beneficial ownership or any shares of
Common Stock held by Mr. Warren, Mr. Anderson or Mr. Cathey.
Pursuant to Rule 13d-3 of the Act, Nani S. Warren may be deemed to be the
beneficial owner of 1,974,381 shares of Common Stock, which constitutes
approximately 16.0% of the outstanding shares of Common Stock. Of the 1,974,381
shares of Common Stock, 128,394 shares are held by Ms. Warren in her capacity as
Director of the Robert C. and Nani S. Warren Foundation, 1,631,192 shares are
held in her capacity as Trustee of the Trust and an aggregate of 214,795
additional shares are beneficially owned by Messrs. Warren, Anderson and Cathey
as described above. Ms. Warren disclaims beneficial ownership or any shares of
Common Stock held by Mr. Warren, Mr. Anderson or Mr. Cathey.
None of the shares of Common Stock held individually by Mr. Knudsen or Mr.
Schwartz or held by the Robert C. and Nani S. Warren Foundation are subject to
the Letter of Understanding.
ACQUISITION CORP.
Acquisition Corp. may be deemed to beneficially own 1,845,987 shares of
Common Stock, which constitutes approximately 15.0% of the outstanding shares of
Common Stock, all of which are owned by the Trust and the Reporting Persons.
Acquisition Corp. disclaims beneficial ownership of all such shares of Common
Stock.
Page 10 of 13
<PAGE>
CHS IV
As the sole stockholder of Acquisition Corp., CHS IV may be deemed to be
the beneficial owner of 1,845,987 shares of Common Stock, which constitutes
approximately 15.0% of the outstanding shares of Common Stock. CHS IV disclaims
beneficial ownership of all such shares of Common Stock.
CHS MANAGEMENT
As the general partner of CHS IV, CHS Management may be deemed to be the
beneficial owner of 1,845,987 shares of Common Stock, which constitutes
approximately 15.0% of the outstanding shares of Common Stock. CHS Management
disclaims beneficial ownership of all such shares of Common Stock.
CHS LLC
As the general partner of CHS Management, CHS LLC may be deemed to be the
beneficial owner of 1,845,987 shares of Common Stock, which constitutes
approximately 15.0% of the outstanding shares of Common Stock. CHS LLC disclaims
beneficial ownership of all such shares of Common Stock. The six partners of CHS
LLC listed in Item 2 may also be deemed to be beneficial owners of such shares
of Common Stock. They disclaim beneficial ownership of all such shares of Common
Stock.
(b)
REPORTING PERSONS
See (a) above for information concerning Robert C. Warren, Jr. The other
co-trustees of the trusts for family members as to which Mr. Warren serves as
co-trustee are the respective beneficiaries of such trusts.
Mr. Anderson has sole voting and dispositive power with respect to 25,454
shares of Common Stock and shared voting and dispositive power with respect to
1,820,533 shares of Common Stock.
Mr. Cathey has sole voting and dispositive power with respect to 26,262
shares of Common Stock and shared voting and dispositive power with respect to
1,819,725 shares of Common Stock.
TRUST
See (a) for information concerning the Trust and the Trustees.
CHS PARTIES
See (a) for information concerning the CHS Parties.
(c) To the best of the knowledge of each of the Reporting Persons, none of
the persons named in response to paragraph (a) of this Item 5 has effected any
transactions in Common Stock during the past 60 days.
(d) No person (other than the Reporting Persons and the respective
beneficiaries as to shares held by Mr. Warren's family trusts) has the right
to receive, or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any of the securities of the Issuer beneficially
owned by the Reporting Persons as described above. The Reporting Persons have
been advised by the Trust that no person other than the Trust has the right
to receive, or the power to direct the
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receipt of, dividends from, or the proceeds from the sale of, any of the
securities of the Issuer beneficially owned by the Trust as described above.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
As described in Item 3, the Letter of Understanding sets forth certain
understandings between the Reporting Persons, the Trust and the CHS Parties with
respect to a proposed Transaction, including the contemplated equity makeup,
basic structure and governance provisions of Acquisition Corp. The Letter of
Understanding also contains certain proposed terms with respect to
confidentiality, agreement to vote, exclusivity, submissions to the Issuer Board
of Directors, good faith negotiations, costs, governing law and attorneys' fees.
This summary of the Letter of Understanding is qualified in its entirety by
reference to the Letter of Understanding.
Except as set forth in this Schedule 13D, the Reporting Persons do not have
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the shares of Common
Stock of the Issuer, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies, or a pledge or power over the shares of Common Stock
of the Issuer.
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1 Sworn Statement made pursuant to Rule 13d-1(k)(1)
(iii) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of
1934, as amended.
Exhibit 2 Letter of Understanding dated July 5, 2000 by and
between CHS Oregon Acquisition Corp., Code
Hennessy & Simmons IV LP, CHS Management IV LP,
Code Hennessy & Simmons LLC, the Robert C. and
Nani S. Warren Revocable Trust, Robert C. Warren,
Jr., Richard S. Anderson and Terry H. Cathey
(incorporated by reference to Exhibit 2 to
Schedule 13D filed by the CHS Parties as of
July 7, 2000)
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 7 2000
/s/ ROBERT C. WARREN, JR.
------------------------
Robert C. Warren, Jr.
/s/ RICHARD S. ANDERSON
------------------------
Richard S. Anderson
/s/ TERRY H. CATHEY
------------------------
Terry H. Cathey
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