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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): OCTOBER 18, 2000
CASCADE CORPORATION
(Exact name of Registrant as specified in its charter)
OREGON 1-12557 93-0136592
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2201 N.E. 201ST AVENUE
FAIRVIEW, OREGON 97024-9718
(Address of principal executive offices) (Zip Code)
(503) 669-6300
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
Effective October 18, 2000, Cascade Corporation (the "Company") entered
into an Agreement and Plan of Merger (the "Merger Agreement") by and among
Cascade Acquisition Corp., a Delaware Corporation ("CAC-1"), Cascade - II
Acquisition Corp., a Delaware corporation ("CAC-2," and together with CAC-1, the
"Parent"), CAS Acquisition Corp., an Oregon corporation and an indirect
wholly-owned subsidiary of the Parent ("Acquisition Co."), and the Company. The
Merger Agreement provides for the merger of Acquisition Co. with and into the
Company, with the Company as the surviving corporation (the "Merger"). If the
Merger is completed, the Company will become an indirect wholly-owned subsidiary
of the Parent and each outstanding share of the Company's common stock (other
than shares held by Parent or its subsidiaries, or the Company or its
subsidiaries) will be converted into the right to receive $17.25 in cash.
CAC-1, CAC-2 and Acquisition Co. are acquisition companies formed by
Lift Technologies Inc., a manufacturer of lift truck masts, TD Capital Group
Limited, a member of the Toronto Dominion Bank Group, and the Ontario Municipal
Employees Retirement Board.
The closing of the Merger is subject to the approval of the Company's
shareholders, receipt of $238 million in financing by Parent, and other
customary conditions. Under certain circumstances, the Company may be required
to pay a termination fee of $7.5 million and the expenses of the Parent up to
$2.5 million if the Merger Agreement is terminated.
In connection with the execution of the Merger Agreement, William J.
Harrison, founder and President of Lift Technologies Inc. and a former Cascade
Corporation director, and W.J. Harrison Holdings Ltd., a company of which Mr.
Harrison is the sole shareholder, have entered into voting agreements with the
Company dated as of October 18, 2000, which provide that Mr. Harrison and W.J.
Harrison Holdings Ltd. will vote their shares entitled to vote on the
transaction in favor of the approval and adoption of the Merger Agreement and
the approval of the Merger (the "Voting Agreements").
The foregoing description of the Merger Agreement and the Voting
Agreements and the transactions contemplated thereby do not purport to be
complete and are qualified in their entirety by reference to the forms of such
agreements filed herewith as Exhibits 2.1, 99.1 and 99.2.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger by and among Cascade
Acquisition Corp., Cascade - II Acquisition Corp., CAS
Acquisition Corp. and the Company dated as of October
18, 2000
99.1 Form of Voting Agreement by and between the Company and
William J. Harrison dated as of October 18, 2000.
99.2 Form of Voting Agreement by and between the Company and
W.J. Harrison Holdings Ltd. dated as of October 18,
2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this current report on Form 8-K/A to be
signed on its behalf by the undersigned, hereunto duly authorized.
CASCADE CORPORATION
By: /s/ Kurt G. Wollenberg
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Kurt G. Wollenberg
Senior Vice President-Finance
Dated: November 15, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger by and among Cascade
Acquisition Corp., Cascade - II Acquisition Corp., CAS
Acquisition Corp. and the Company dated as of October
18, 2000
99.1 Form of Voting Agreement by and between the Company and
William J. Harrison dated as of October 18, 2000.
99.2 Form of Voting Agreement by and between the Company and
W.J. Harrison Holdings Ltd. dated as of October 18,
2000.
