<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILES PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
Cascade Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.50 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
147195-10-1
--------------------------------------------------------------------------------
(CUSIP Number)
Code Hennessy & Simmons IV LP
Attention: Mr Peter M. Gotsch
10 South Wacker Drive, Suite 3175
Chicago, Illinois 60606
with a copy to:
Andrew W. McCune, Esq.
Altheimer & Gray
10 South Wacker Drive
Chicago, Illinois 60606
(312) 715-4028
_____________________
--------------------------------------------------------------------------------
(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
copes 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.
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 ("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).
<PAGE>
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CUSIP No. 147195-10-1 13D Page 2 of 23 Pages
-----------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
CHS Oregon Acquisition Corp.
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
Not applicable
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
[_]
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY 1,845,987(1)
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
1,845,987(1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,845,987(1)
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
15.0%(2)
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
CO
------------------------------------------------------------------------------
(1) Bases on beneficial ownership of shares of Common Stock of the Issuer as
follows: (a) 1,631,192 shares by the Robert C. and Nani S. Warren
Revocable Trust; (b) 163,079 shares by Robert C. Warren, Jr.; (c) 25,454
shares by Richard S. Anderson; and (d) 26,262 shares of Common Stock held
by Terry H. Cathey. See Item 5.
(2) Based on 12,317,025 shares of Common Stock outstanding as of April 30,
2000, calculated as set forth in Item 5.
<PAGE>
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CUSIP No. 147195-10-1 13D Page 3 of 23 Pages
-----------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Code Hennessy & Simmons IV LP
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
-------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
Not applicable
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
[_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY 1,845,987(1)
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
1,845,987(1)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,845,987(1)
--------------------------------------------------------------------------------
12. CHECK BOX THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
15.0%(2)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
PN
------------------------------------------------------------------------------
(1) Based on beneficial ownership of shares of Common Stock of the Issuer as
follows: (a) 1,631,192 shares by the Robert C. and Nani S. Warren
Revocable Trust; (b) 163,079 shares by Robert C. Warren, Jr.; (c) 25,454
shares by Richard S. Anderson; and (d) 26,262 shares of Common Stock held
by Terry H. Cathey. See Item 5.
(2) Based on 12,317,025 shares of Common Stock outstanding as of April 30,
2000, calculated as set forth in Item 5.
<PAGE>
------------------------------------------------------------------------------
CUSIP No. 147195-10-1 13D Page 4 of 23 Pages
-----------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
CHS Management IV LP
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
Not applicable
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
[_]
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY 1,845,987(1)
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
1,845,987(1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,845,987(1)
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
15.0%(2)
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
PN
------------------------------------------------------------------------------
(1) Based on beneficial ownership of shares of Common Stock of the Issuer as
follows: (a) 1,631,192 shares by the Robert C. and Nani S. Warren
Revocable Trust; (b) 163,079 shares by Robert C. Warren, Jr.; (c) 25,454
shares by Richard S. Anderson; and (d) 26,262 shares of Common Stock held
by Terry H. Cathey. See Item 5.
(2) Based on 12,317,025 shares of Common Stock outstanding as of April 30,
2000, calculated as set forth in Item 5.
<PAGE>
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CUSIP No. 147195-10-1 13D Page 5 of 23 Pages
-----------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Code Hennessy & Simmons LLC
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
Not applicable
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
[_]
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY 1,845,987(1)
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
1,845,987(1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,845,987(1)
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
15.0%(2)
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
OO
------------------------------------------------------------------------------
(1) Based on beneficial ownership of shares of Common Stock of the Issuer as
follows: (a) 1,631,192 shares by the Robert C. and Nani S. Warren
Revocable Trust; (b) 163,079 shares by Robert C. Warren, Jr.; (c) 25,454
shares by Richard S. Anderson; and (d) 26,262 shares of Common Stock held
by Terry H. Cathey. See Item 5.
(2) Based on 12,317,025 shares of Common Stock outstanding as of April 30,
2000, calculated as set forth in Item 5.
<PAGE>
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CUSIP No. 147195-10-1 13D Page 6 of 23 Pages
-----------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Andrew W. Code
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
Not applicable
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
[_]
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY 1,845,987(1)
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
1,845,987(1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,845,987(1)
------------------------------------------------------------------------------
12. CHECK BOX THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
15.0%(2)
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
IN
------------------------------------------------------------------------------
(1) Based on beneficial ownership of shares of Common Stock of the Issuer as
follows: (a) 1,631,192 shares by the Robert C. and Nani S. Warren
Revocable Trust; (b) 163,079 shares by Robert C. Warren, Jr.; (c) 25,454
shares by Richard S. Anderson; and (d) 26,262 shares of Common Stock held
by Terry H. Cathey. See Item 5.
(2) Based on 12,317,025 shares of Common Stock outstanding as of April 30,
2000, calculated as set forth in Item 5.
<PAGE>
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CUSIP No. 147195-10-1 13D Page 7 of 23 Pages
-----------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Daniel J. Hennessy
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
Not applicable
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
[_]
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY 1,845,987(1)
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
1,845,987(1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,845,987(1)
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
15.0%(2)
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
IN
------------------------------------------------------------------------------
(1) Based on beneficial ownership of shares of Common Stock of the Issuer as
follows: (a) 1,631,192 shares by the Robert C. and Nani S. Warren
Revocable Trust; (b) 163,079 shares by Robert C. Warren, Jr.; (c) 25,454
shares by Richard S. Anderson; and (d) 26,262 shares of Common Stock held
by Terry H. Cathey. See Item 5.
(2) Based on 12,317,025 shares of Common Stock outstanding as of April 30,
2000, calculated as set forth in Item 5.
<PAGE>
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CUSIP No. 147195-10-1 13D Page 8 of 23 Pages
-----------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Brian P. Simmons
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
SOURCE OF FUNDS:
4.
Not applicable
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
[_]
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY 1,845,987(1)
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
1,845,987(1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,845,987(1)
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
15.0%(2)
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
IN
------------------------------------------------------------------------------
(1) Based on beneficial ownership of shares of Common Stock of the Issuer as
follows: (a) 1,631,192 shares by the Robert C. and Nani S. Warren
Revocable Trust; (b) 163,079 shares by Robert C. Warren, Jr.; (c) 25,454
shares by Richard S. Anderson; and (d) 26,262 shares of Common Stock held
by Terry H. Cathey. See Item 5.
(2) Based on 12,317,025 shares of Common Stock outstanding as of April 30,
2000, calculated as set forth in Item 5.
<PAGE>
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CUSIP No. 147195-10-1 13D Page 9 of 23 Pages
-----------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Peter M. Gotsch
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
Not applicable
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
[_]
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY 1,845,987(1)
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
1,845,987(1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,845,987(1)
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
15.0%(2)
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
IN
------------------------------------------------------------------------------
(1) Based on beneficial ownership of shares of Common Stock of the Issuer as
follows: (a) 1,631,192 shares by the Robert C. and Nani S. Warren
Revocable Trust; (b) 163,079 shares by Robert C. Warren, Jr.; (c) 25,454
shares by Richard S. Anderson; and (d) 26,262 shares of Common Stock held
by Terry H. Cathey. See Item 5.
(2) Based on 12,317,025 shares of Common Stock outstanding as of April 30,
2000, calculated as set forth in Item 5.
<PAGE>
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CUSIP No. 147195-10-1 13D Page 10 of 23 Pages
-----------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Tom J. Formolo
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
Not applicable
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
[_]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
-----------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY 1,845,987(1)
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
1,845,987(1)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,845,987(1)
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
15.0%(2)
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
IN
------------------------------------------------------------------------------
(1) Based on beneficial ownership of shares of Common Stock of the Issuer as
follows: (a) 1,631,192 shares by the Robert C. and Nani S. Warren
Revocable Trust; (b) 163,079 shares by Robert C. Warren, Jr.; (c) 25,454
shares by Richard S. Anderson; and (d) 26,262 shares of Common Stock held
by Terry H. Cathey. See Item 5.
(2) Based on 12,317,025 shares of Common Stock outstanding as of April 30,
2000, calculated as set forth in Item 5.
<PAGE>
------------------------------------------------------------------------------
CUSIP No. 147195-10-1 13D Page 11 of 23 Pages
-----------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Jon S. Vesely
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
Not applicable
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
[_]
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY 1,845,987(1)
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
1,845,987(1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,845,987(1)
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
15.0%(2)
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
IN
------------------------------------------------------------------------------
(1) Based on beneficial ownership of shares of Common Stock of the Issuer as
follows: (a) 1,631,192 shares by the Robert C. and Nani S. Warren
Revocable Trust; (b) 163,079 shares by Robert C. Warren, Jr.; (c) 25,454
shares by Richard S. Anderson; and (d) 26,262 shares of Common Stock held
by Terry H. Cathey. See Item 5.
(2) Based on 12,317,025 shares of Common Stock outstanding as of April 30,
2000, calculated as set forth in Item 5.
<PAGE>
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 hereby files this
on behalf of CHS Oregon Acquisition Corp., a Delaware corporation ("Acquisition
Corp."), Code Hennessy & Simmons IV LP, a Delaware limited partnership ("CHS
IV"), CHS Management IV LP, a Delaware limited partnership ("CHS Management"),
Code Hennessy & Simmons LLC, a Delaware limited liability company ("CHS LLC"),
Andrew W. Code ("Mr. Code"), Daniel J. Hennessy ("Mr. Hennessy"), Brian P.
Simmons ("Mr. Simmons"), Peter M. Gotsch ("Mr. Gotsch"), Tom J. Formolo ("Mr.
Formolo") and Jon S. Vesely ("Mr. Vesely"). Acquisition Corp., CHS IV, CHS
Management, CHS LLC, Mr. Code, Mr. Hennessy, Mr. Simmons, Mr. Gotsch, Mr.
Formolo and Mr. Vesely are sometimes hereinafter referred to collectively as the
"Reporting Persons."
As described in Items 3 and 4 below, on July 5, 2000, Acquisition
Corp. and CHS IV entered into a Letter of Understanding with certain members of
management of the Issuer identified below ("Management") and the Robert C. and
Nani S. Warren Revocable Trust (the "Trust") whereby Acquisition Corp. secured
the agreement of Management and the Trust to work exclusively with Acquisition
Corp. and CHS IV to attempt to develop a proposal to acquire the Issuer.
Acquisition Corp. is a Delaware corporation newly formed by CHS IV and
Management.
The Trust has four trustees, Robert C. Warren, Jr. ("Mr. Warren"),
C. Calvert Knudsen ("Mr. Knudsen"), Jack B. Schwartz ("Mr. Schwartz") and
Nani S. Warren ("Ms. Warren") (hereinafter collectively referred to as the
"Trustees"). The Trust shares are held by the Trustees primarily for the benefit
of Nani S. Warren. Management consists of Mr. Warren, Mr. Richard S. Anderson
("Mr. Anderson") and Mr. Terry H. Cathey ("Mr. Cathey").
The Reporting Persons, together with Management and the Trust, 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 Management
or the Trust 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
Management or the Trust. 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)
Acquisition Corp.
----------------
Acquisition Corp. is a Delaware corporation, the principal business of
which is the intended acquisition of the Issuer (as described in Item 4 below).
The principal business and office address of Acquisition Corp. 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 CHS IV, the sole
stockholder of Acquisition Corp., is set forth below. Mr. Gotsch is the sole
director and President of Acquisition Corp. Mr. Warren is the Chief Executive
Officer of Acquisition Corp.
CHS IV
------
12
<PAGE>
CHS IV 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.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to CHS Management, the general partner of CHS IV, is set forth below.
CHS Management
--------------
CHS Management 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. Pursuant to Instruction C to Schedule 13D of the Act, certain
information with respect to CHS LLC, the general partner of CHS Management, is
set forth below.
CHS LLC
-------
CHS LLC 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.
Mr. 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.
Mr. 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.
Mr. 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.
Mr. 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.
Mr. 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.
Mr. 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.
The Trust and Management
------------------------
The Reporting Persons have been advised by each of the Trust and
Management of the following information with respect to the Trust and
Management, as applicable:
13
<PAGE>
(i) Mr. Warren is the President, CEO, a member of the
Board of Directors of the Issuer and a Trustee of the
Trust. His business address is 2201 N.E. 201st
Avenue, Fairview, Oregon 97024-9718.
(ii) Mr. Knudsen is an investor and he is the Chairman and
a member of the Board of Directors of the Issuer and
a Trustee of the Trust. His principal business
address is 602 36th Avenue East, Seattle,
Washington, 98112.
(iii) Mr. Schwartz is a practicing attorney, a member of
the Board of Directors of the Issuer and a Trustee of
the Trust. His principal business address is c/o
Newcomb, Sabin, Schwartz & Landsverk LLP, 111 S. W.
Fifth Avenue, Suite 4040, Portland, Oregon 97204.
(iv) Ms. Warren is a Trustee of the Trust. Her residential
mailing address is Post Office Box 671, Eastsound,
Washington, 98245.
(v) Mr. Anderson is 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.
(vi) Mr. Cathey is 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.
(d) None of the Reporting Persons have, and the Reporting Persons
have been advised by each of the Trust and Management that neither the Trustees
nor members of Management have, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, and the Reporting Persons
have been advised by each of the Trust and Management that neither Trust nor
Management have, during the last five years, been 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.
(f) Acquisition Corp., CHS IV, CHS Management and CHS LLC are all
Delaware entities. All of the Reporting Persons who are natural persons
identified in this Item 2 are citizens of the United States. The Reporting
Persons have been advised by each of the Trust and Management that the natural
persons identified in this Item 2 are citizens of the United States. The Trust
is organized under Washington law.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On May 29, 2000, select members of Management announced that they were
exploring the possibility of taking the Issuer private. Management and their
advisors then interviewed a number of potential equity partners to determine who
would best enable Management to make a successful bid and consummate the
transaction. That search process resulted in Management selecting CHS LLC,
through its fund, CHS IV, as the party with whom they 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 CHS Acquisition, CHS IV, Management and
the Trust executing a Letter of Understanding on July 5, 2000 (the "Letter of
Understanding") whereby Management and the Trust agreed to work exclusively with
CHS IV and Acquisition Corp. to attempt to develop a proposal to acquire the
Issuer (the "Transaction"), including conceptual agreements 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, Management and the Trust also agreed to
14
<PAGE>
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. Management 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 Management 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 Management determine that they are unable to agree on definitive
documents regarding the Transaction.
The Reporting Persons have been advised that (i) the Mr. Warren,
Mr. Knudsen, Mr. Schwartz and Ms. Warren acquired 1,654,592 shares of Common
Stock as Trustees of the Trust on March 10, 1997, when they accepted designation
as Trustees of the Robert C. and Nani S. Warren Revocable Trust following the
February 21, 1997, death of Robert C. Warren. There was no consideration for the
transfer. Ms. Warren and Mr. Schwartz acquired voting and dispositive powers
with respect to 128,394 shares of Common Stock as directors of the Robert C. and
Nani S. Warren Foundation in 1994; and (ii) each of the other members of
Management acquired the shares of Common Stock beneficially owned by each of
them in their respective capacities as officers and directors of the Issuer, as
the case may be.
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 Management 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 Management 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). Management 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, Management and the Trust agreed (i) to voting
agreements and restrictions on transfer described in Item 3 above, (ii) that CHS
IV and Management 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.
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.
15
<PAGE>
Other than as described in Item 3 and this Item 4, none of the
Reporting Persons have, and they have been informed by Management and the Trust
that none of them have, any plans or proposals which relate 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 are based on a total of
12,317,025 shares of Common Stock outstanding. As reported in the Issuer's most
recent Form 10-Q, dated as of April 30, 2000, 11,439,890 shares of Common Stock
and one special voting share were outstanding. The share totals and percentage
calculations below also assume the conversion of 800,000 outstanding
exchangeable shares issued by an Issuer subsidiary into a like number of shares
of Common Stock. TD Trust Company holds the special voting share as trustee of
the exchangeable shares and is entitled to cast 800,000 votes on matters
presented to Issuer's stockholders. Such calculations also include options to
purchase 77,135 shares of Common Stock held by Management that are currently
exercisable or exercisable within sixty days of the date hereof.
Solely by virtue of, the matters described in Items 3 and 4 above as a
result of its entry into the Letter of Understanding, the Reporting Persons,
together with the Trust and Management, 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 Management. The Reporting
Persons disclaim beneficial ownership of any such shares of Common Stock.
(a)
Acquisition Corp.
-----------------
The aggregate number of shares of Common Stock that Acquisition Corp.
may be deemed to beneficially own, pursuant to Rule 13d-3 of the Act, is
1,845,987 which constitutes approximately 15.0% of the outstanding shares of
Common Stock, all of which are owned by the Trust or Management. Acquisition
Corp. disclaims beneficial ownership of all such shares of Common Stock.
CHS IV
------
As the sole stockholder of Acquisition Corp., CHS IV may, pursuant to
Rule 13d-3 of the Act, 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, pursuant to Rule
13d-3 of the Act, 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, pursuant to
Rule 13d-3 of the Act, 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.
16
<PAGE>
Mr. Code
--------
As a partner in CHS LLC, Mr. Code may, pursuant to Rule 13d-3 of the
Act, 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.
Mr. Code disclaims beneficial ownership of all such shares of Common Stock.
Mr. Hennessy
------------
As a partner in CHS LLC, Mr. Hennessy may, pursuant to Rule 13d-3 of
the Act, 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. Mr. Hennessy disclaims beneficial ownership of all such shares of Common
Stock.
Mr. Simmons
-----------
As a partner in CHS LLC, Mr. Simmons may, pursuant to Rule 13d-3 of
the Act, 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. Mr. Simmons disclaims beneficial ownership of all such shares of Common
Stock.
Mr. Gotsch
----------
As a partner in CHS LLC, Mr. Gotsch may, pursuant to Rule 13d-3 of the
Act, 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.
Mr. Gotsch disclaims beneficial ownership of all such shares of Common Stock.
Mr. Formolo
-----------
As a partner in CHS LLC, Mr. Formolo may, pursuant to Rule 13d-3 of
the Act, 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. Mr. Formolo disclaims beneficial ownership of all such shares of Common
Stock.
Mr. Vesely
----------
As a partner in CHS LLC, Mr. Vesely may, pursuant to Rule 13d-3 of the
Act, 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.
Mr. Vesely disclaims beneficial ownership of all such shares of Common Stock.
The Trust and Management
-------------------------
The Reporting Persons have been advised by each of the Trust and
Management of the following information with respect to the Trust and
Management, as applicable:
(i) Pursuant to Rule 13d-3 of the Act, Mr. Warren 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, Mr. Warren beneficially owns 131,479 shares
individually (including 40,701 under option grant and shares
held for his account by a 401(k) plan). In addition, Mr.
Warren may be deemed to beneficially own 31,600 shares of
Common Stock as trustee or co-trustee for various family
members, 1,631,192 shares of Common Stock in his
17
<PAGE>
capacity as a Trustee of the Trust, 25,454 shares of Common
Stock beneficially owned by Mr. Anderson and 26,262 shares
of Common Stock beneficially owned by Mr. Cathey. Mr.
Warren's spouse owns 1,200 shares of Common Stock
individually, as to which he disclaims beneficial
ownership. In addition, Mr. Warren disclaims beneficial
ownership of the shares held by Messrs. Anderson and
Cathey.
(ii) Pursuant to Rule 13d-3 of the Act, Mr. 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 beneficially owned by
Mr. Knudsen individually (including 2,500 under option
grant)(such 10,687 shares are not subject to the Letter of
Understanding). In addition, Mr. Knudsen may be deemed to
beneficially own 1,631,192 shares held by Mr. Knudsen in
his capacity as a Trustee of the Trust, and 25,454 shares
of Common Stock beneficially owned by Mr. Anderson, 26,262
shares of Common Stock beneficially owned by Mr. Cathey and
163,079 shares of Common Stock beneficially owned by Mr.
Warren. Mr. Knudsen disclaims beneficial ownership of the
shares held by Messrs. Anderson, Cathey and Warren.
(iii) Pursuant to Rule 13d-3 of the Act, Mr. Schwartz may be
deemed to be the beneficial owner, in his capacity as the
Trustee of the Trust, 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, Mr. Schwartz beneficially owns 8,277 shares
individually (including 2,500 shares under option grant),
and may be deemed to beneficially own 128,394 shares of
Common Stock in his capacity as a Director of the Robert C.
and Nani S. Warren Foundation (such 8,277 shares and
128,394 shares are not subject to the Letter of
Understanding), 1,631,192 shares of Common Stock in his
capacity as a Trustee of the Trust, 25,454 shares of Common
Stock beneficially owned by Mr. Anderson, 26,262 shares of
Common Stock beneficially owned by Mr. Cathey and 163,079
shares of Common Stock beneficially owned by Mr. Warren.
Mr. Schwartz disclaims beneficial ownership of the shares
held by Messrs. Anderson, Cathey and Warren.
(iv) Pursuant to Rule 13d-3 of the Act, Ms. 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, Ms. Warren may be deemed to beneficially
own 128,394 shares in her capacity as a Director of the
Robert C. and Nani S. Warren Foundation (such 128,394
shares are not subject to the Letter of Understanding),
1,631,192 shares in her capacity as Trustee of the Trust,
25,454 shares of Common Stock beneficially owned by Mr.
Anderson, 26,262 shares of Common Stock beneficially owned
by Mr. Cathey and 163,079 shares of Common Stock
beneficially owned by Mr. Warren. Ms. Warren disclaims
beneficial ownership of the shares held by Messrs.
Anderson, Cathey and Warren.
(v) Mr. 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,
Mr. Anderson beneficially owns 25,454 shares of Common
Stock individually (including 16,672 shares under option
grant and shares held for his account by a 401(k) plan). In
addition, Mr. Anderson may be deemed to beneficially own
1,631,192 shares of Common Stock held by the Trust, 26,262
shares of Common Stock beneficially owned by Mr. Cathey and
163,079 shares of Common Stock
18
<PAGE>
beneficially owned by Mr. Warren. Mr. Anderson disclaims
beneficial ownership of the shares held by the Trust and
Messrs. Cathey and Warren.
(vi) Mr. 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, Mr. Cathey
beneficially owns 26,262 shares of Common Stock individually
(including 19,762 shares under option grant). In addition,
Mr. Cathey may be deemed to beneficially own 1,631,192
shares of Common Stock held by the Trust, 25,454 shares of
Common Stock beneficially owned by Mr. Anderson and 163,079
shares of Common Stock beneficially owned by Mr. Warren. Mr.
Cathey disclaims beneficial ownership of the shares held by
the Trust and Messrs. Anderson and Warren.
(b)
Acquisition Corp.
----------------
Acquisition Corp. may be deemed to have shared voting power and shared
dispositive power with respect to 1,845,987 shares of Common Stock, which
constitutes approximately 15.0% of the outstanding shares of Common Stock.
Acquisition Corp. disclaims beneficial ownership of such shares.
CHS IV
------
As the sole stockholder of Acquisition Corp., CHS IV may be deemed to
have shared voting power and shared dispositive power with respect to 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 such shares.
CHS Management
--------------
As the general partner of CHS IV, CHS Management may be deemed to have
shared voting power and shared dispositive power with respect to 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 such
shares.
CHS LLC
-------
As the general partner of CHS Management, CHS LLC may be deemed to
have shared voting power and shared dispositive power with respect to 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 such shares.
Mr. Code
--------
As a partner of CHS LLC, Mr. Code may be deemed to have shared voting
power and shared dispositive power with respect to 1,845,987 shares of Common
Stock, which constitutes approximately 15.0% of the outstanding shares of Common
Stock. Mr. Code disclaims beneficial ownership of such shares.
Mr. Hennessy
------------
As a partner of CHS LLC, Mr. Hennessy may be deemed to have shared
voting power and shared dispositive power with respect to 1,845,987 shares of
Common Stock, which constitutes approximately 15.0% of the outstanding shares of
Common Stock. Mr. Hennessy disclaims beneficial ownership of such shares.
19
<PAGE>
Mr. Simmons
-----------
As a partner of CHS LLC, Mr. Simmons may be deemed to have shared
voting power and shared dispositive power with respect to 1,845,987 shares of
Common Stock, which constitutes approximately 15.0% of the outstanding shares of
Common Stock. Mr. Simmons disclaims beneficial ownership of such shares.
Mr. Gotsch
----------
As a partner of CHS LLC, Mr. Gotsch may be deemed to have shared
voting power and shared dispositive power with respect to 1,845,987 shares of
Common Stock, which constitutes approximately 15.0% of the outstanding shares of
Common Stock. Mr. Gotsch disclaims beneficial ownership of such shares.
Mr. Formolo
-----------
As a partner of CHS LLC, Mr. Formolo may be deemed to have shared
voting power and shared dispositive power with respect to 1,845,987 shares of
Common Stock, which constitutes approximately 15.0% of the outstanding shares of
Common Stock. Mr. Formolo disclaims beneficial ownership of such shares.
Mr. Vesely
----------
As a partner of CHS LLC, Mr. Vesely may be deemed to have shared
voting power and shared dispositive power with respect to 1,845,987 shares of
Common Stock, which constitutes approximately 15.0% of the outstanding shares of
Common Stock. Mr. Vesely disclaims beneficial ownership of such shares.
The Trust and Management
------------------------
The Reporting Persons have been advised by each of the Trust and
Management of the following information with respect to the Trust and
Management, as applicable:
(i) Mr. Warren has sole voting power with respect to 1,776,671
shares of Common Stock, shared voting power with respect to
17,600 shares of Common Stock, sole dispositive power with
respect to 145,479 shares of Common Stock, and shared
dispositive power with respect to 1,648,792 shares of
Common Stock. In addition, Mr. Warren may be deemed to have
shared voting and dispositive power over 51,716 shares of
Common Stock of which Mr. Warren disclaims beneficial
ownership. See Item 5(a) above.
(ii) Mr. Knudsen has sole voting and dispositive power with
respect to 10,687 shares of Common Stock, shared voting
power with respect to zero shares of Common Stock and
shared dispositive power with respect to 1,631,192 shares
of Common Stock. In addition, Mr. Knudsen may be deemed to
have shared voting and dispositive power over 214,795
shares of Common Stock of which Mr. Knudsen disclaims
beneficial ownership. See Item 5(a) above.
(iii) Mr. Schwartz has sole voting and dispositive power with
respect to 8,287 shares of Common Stock, shared voting
power with respect to 128,394 shares of Common Stock, and
shared dispositive power with respect to 1,759,586 shares
of Common Stock. In addition, Mr. Schwartz may be deemed to
have shared voting and dispositive power over 214,785
shares of Common Stock of which Mr. Schwartz disclaims
beneficial ownership. See Item 5(a) above.
20
<PAGE>
(iv) Ms. Nani Warren has sole voting and dispositive power with
respect to zero shares of Common Stock, shared voting power
with respect to 128,394 shares of Common Stock, and shared
dispositive power with respect to 1,759,586 shares of Common
Stock. In addition, Ms. Warren may be deemed to have shared
voting and dispositive power over 214,795 shares of Common
Stock of which Ms. Warren disclaims beneficial ownership.
See Item 5(a) above.
(v) 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 zero shares of Common
Stock. In addition, Mr. Anderson may be deemed to have
shared voting and dispositive power over 1,820,533 shares of
Common Stock of which Mr. Anderson disclaims beneficial
ownership. See Item 5(a) above.
(vi) 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 zero shares of Common
Stock. In addition, Mr. Cathey may be deemed to have shared
voting and dispositive power over 1,819,725 shares of Common
Stock of which Mr. Cathey disclaims beneficial ownership.
See Item 5(a) above.
(c) Except as set forth in Item 4 above, none of the Reporting
Persons have, and the Reporting Persons have been advised by each of the Trust
and Management that neither the Trust nor Management have, effected any other
transactions in Common Stock during the past sixty (60) days.
(d) None of the Reporting Persons have 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 acquired by the Reporting Persons as
described in Item 5. The Reporting Persons have been advised by the Trust and
Management that no person other than the Trust and Management has the right to
receive, or the power to direct the receipt of , dividends from, or the proceeds
from the sale of the shares of Common Stock beneficially owned by the Trust and
Management as described in above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
As described in Item 3 of this Schedule 13D, the Letter of
Understanding (attached hereto as Exhibit 2) sets forth certain understandings
between the Reporting Persons and the Trust and Management with respect to a
proposed, 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 and governing law and attorney's fees. This summary of the
Letter of Understanding is qualified in its entirety by reference to the Letter
of Understanding (attached hereto as Exhibit 2).
Except as set forth in this Schedule 13D, and except for the Joint
Filing Agreement dated July 5, 2000 among the Reporting Persons attached as
Exhibit 1 to 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 Statement made pursuant to Rule 13d-1(k)(1)(iii) of
Regulation
21
<PAGE>
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, Robert C. Warren, Jr., the Robert C. and
Nani S. Warren Revocable Trust, Richard S. Anderson and
Terry H. Cathey.
Exhibit 3 Powers of Attorney
22
<PAGE>
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 CHS OREGON ACQUISITION CORP
By: /s/ Peter M. Gotsch*
-----------------------------------------
Name: Peter M. Gotsch
Title: President
CODE HENNESSY & SIMMONS IV LP
By: CHS Management IV LP, its general partner
By: /s/ Peter M. Gotsch*
----------------------------------
Peter M. Gotsch
Title: Partner
CHS MANAGEMENT IV LP
By: Code Hennessy & Simmons LLC, its general
partner
By: /s/ Peter M. Gotsch*
-----------------------------------------
Name: Peter M. Gotsch
Title: Partner
CODE HENNESSY & SIMMONS LLC
By: /s/ Peter M. Gotsch*
-----------------------------------------
Name: Peter M. Gotsch
Title: Partner
/s/ Andrew W. Code*
-------------------
Andrew W. Code
/s/ Daniel J. Hennessy*
-----------------------
Daniel J. Hennessy
/s/ Brian P. Simmons*
---------------------
Brian P. Simmons
/s/ Peter M. Gotsch*
--------------------
Peter M. Gotsch
/s/ Tom J. Formolo*
-------------------
Tom J. Formolo
/s/ Jon S. Vesely*
------------------
Jon S. Vesely
*By: /s/ Andrew W. McCune
--------------------
Andrew W. McCune
Attorney-in-Fact
23
<PAGE>
EXHIBIT 1
---------
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, the
undersigned agree that the statement to which this Exhibit is attached is filed
on behalf of each of them in the capacities set forth below.
Dated: July 7, 2000 CHS OREGON ACQUISITION CORP
By: /s/ Peter M. Gotsch*
--------------------
Name: Peter M. Gotsch
Title: President
CODE HENNESSY & SIMMONS IV LP
By: CHS Management IV LP, its general partner
By: /s/ Peter M. Gotsch*
--------------------
Name: Peter M. Gotsch
Title: Partner
CHS MANAGEMENT IV LP
By: Code Hennessy & Simmons LLC, its general partner
By: /s/ Peter M. Gotsch*
--------------------
Name: Peter M. Gotsch
Title: Partner
CODE HENNESSY & SIMMONS LLC
By: /s/ Peter M. Gotsch*
--------------------
Name: Peter M. Gotsch
Title: Partner
/s/ Andrew W. Code*
-------------------
Andrew W. Code
/s/ Daniel J. Hennessy*
-----------------------
Daniel J. Hennessy
/s/ Brian P. Simmons*
---------------------
Brian P. Simmons
/s/ Peter M. Gotsch*
--------------------
Peter M. Gotsch
/s/ Tom J. Formolo*
-------------------
Tom J. Formolo
/s/ Jon S. Vesely*
------------------
Jon S. Vesely
*By: /s/ Andrew W. McCune
--------------------
Andrew W. McCune
Attorney-in-Fact
