<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CROWN PACIFIC PARTNERS, L.P.
(Name of Issuer)
Common Units representing limited partner interests
(Title of Class and Securities)
228439 10 5
(CUSIP Number of Class of Securities)
Timothy H. Hosking
Fremont Investors, Inc.
50 Fremont Street,
Suite 3700
San Francisco, California 94105
(415) 284-8701
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 24, 1996
(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(b)(3) or (4), check the following box:
___
|___|
Check the following box if a fee is being paid with this
statement: ___
|___|
<PAGE>
SCHEDULE 13D
CUSIP NO. 228439 10 5 PAGE 2 OF PAGES
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Fremont Investors, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
3,580,154
NUMBER OF ------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,865,000
REPORTING ------------------------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER
3,580,154
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,865,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,445,154
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* /X/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
34.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 228439 10 5 PAGE 3 OF PAGES
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sequoia Ventures Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
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
1,484,143
NUMBER OF ------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,865,000
REPORTING ------------------------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER
1,484,143
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,865,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,349,143
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 228439 10 5 PAGE 4 OF PAGES
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Fremont Crown Partners
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,865,000
NUMBER OF ------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING ------------------------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER
1,865,000
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,865,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 228439 10 5 PAGE 5 OF PAGES
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Fremont CPL Partners, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
17,329
NUMBER OF ------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING ------------------------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER
17,329
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,329
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Less than 1% - See Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 228439 10 5 PAGE 6 OF PAGES
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Crown Pacific, Ltd.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,711,318
NUMBER OF ------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING ------------------------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER
2,711,318
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,711,318
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 228439 10 5 PAGE 7 OF PAGES
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SVE II, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,711,318
NUMBER OF ------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING ------------------------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER
2,711,318
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,711,318
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 (the "Amendment No. 1") to the Statement on
Schedule 13D (the "Schedule 13D") filed on behalf of Fremont Investors, Inc., a
Nevada corporation (formerly, Fremont Group, Inc.) ("Fremont"), Sequoia Ventures
Inc., a Delaware corporation ("Sequoia"), Fremont Crown Partners, a California
general partnership ("FCP"), Fremont CPL Partners, L.P., a California limited
partnership ("Fremont CPL"), Crown Pacific, Ltd., an Oregon corporation ("CPL"),
and SVE II, Inc., an Oregon corporation ("SVE") (collectively, the "Reporting
Persons"), is being filed pursuant to Rule 13d-2 under the Securities Exchange
Act of 1934, as amended (the "Act"). The Reporting Persons are making this
joint filing because they may be deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Act, although neither the fact of this filing
nor anything contained herein shall be deemed to be an admission by the
Reporting Persons that such a group exists.
As required by Rule 13d-2(c) of the General Rules and Regulations
under the Act, this Amendment No. 1 amends, restates and supplements the
original Schedule 13D.
ITEM 1. SECURITY AND ISSUER
Item 1 is hereby amended, restated and supplemented as follows:
This Amendment No. 1 relates to Common Units representing limited
partner interests ("Common Units") of Crown Pacific Partners, L.P., a Delaware
limited partnership (the "Partnership"). The address of the principal executive
offices of the Partnership is 121 S.W. Morrison, Suite 1500, Portland, Oregon
97204.
The information set forth in the Exhibits to the Schedule 13D is
hereby expressly incorporated herein by reference and the responses to each item
of this Amendment No. 1 are qualified in their entirety by the provisions of
such exhibits.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended, restated and supplemented as follows:
This Amendment No. 1 is being filed on behalf of Fremont Investors,
Inc. (formerly, Fremont Group, Inc.), a Nevada corporation ("Fremont"), Sequoia
Ventures Inc., a Delaware corporation ("Sequoia"), Fremont Crown Partners, a
California general partnership ("FCP"), Fremont CPL Partners, L.P., a California
limited partnership ("Fremont CPL"), Crown Pacific, Ltd., an Oregon corporation
("CPL"), and SVE II, Inc., an Oregon corporation ("SVE") (collectively, the
"Reporting Persons"). The Reporting Persons are making this joint filing
because they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"),
although neither the fact of this filing nor anything contained herein shall be
8
<PAGE>
deemed to be an admission by the Reporting Persons that such a group exists.
Fremont, a Nevada corporation, and Sequoia, a Delaware corporation,
are principally engaged in the business of managing investments in four areas:
direct investments in operating companies, real estate, energy and securities
management. Mr. Stephen D. Bechtel, Jr., through the ownership of Fremont stock
and his position as trustee of various trusts (in which he disclaims any
beneficial interest) which own Fremont stock, is entitled to vote more than 50%
of the stock in Fremont. As a result of the foregoing, Mr. Bechtel may be
deemed to control Fremont. Mr. Bechtel is the largest single stockholder in
Sequoia. Accordingly, Mr. Bechtel may be deemed to control Sequoia.
FCP is a California general partnership formed to invest in Common
Units. The general partners of FCP are Fremont and Sequoia and they share the
authority to make all of the investment and voting decisions on the part of FCP.
Fremont CPL is a California limited partnership formed to invest in a
predecessor partnership of the Partnership. Fremont is the general partner of
Fremont CPL and makes all of the investment and voting decisions on the part of
Fremont CPL.
CPL is an Oregon corporation and acts as special general partner of
the Partnership. Fremont owns approximately 81% of the outstanding capital
stock of CPL.
SVE is an Oregon corporation and is principally engaged in the
business of owning timberlands and Subordinated Units representing limited
partner interests ("Subordinated Units" and, collectively with Common Units,
"Units") of the Partnership. SVE is a wholly owned subsidiary of CPL.
The address of the principal business and principal office of each of
Fremont, Sequoia, FCP and Fremont CPL is 50 Fremont Street, Suite 3700, San
Francisco, California 94105. The address of the principal business and
principal office of each of CPL and SVE is 121 S.W. Morrison, Suite 1500,
Portland, Oregon 97204.
The name, business address, citizenship, present and principal
occupation or employment, and the name, principal business and address of any
corporation or organization in which each such employment is conducted, of each
director and executive officer of Fremont and Sequoia, and CPL and SVE, are set
forth on Schedules A and B, respectively, attached hereto.
During the last five years, none of the Reporting Persons, nor any
other person or entity controlling any of such persons, nor, to the best of any
of their knowledge, any of the persons listed on Schedules A and B attached
hereto, has been (i) convicted 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
9
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future violations of, or prohibiting or mandating activities subject to, United
States federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended, restated and supplemented as follows:
Pursuant to an offer/consent solicitation (the "Exchange Offer")
conducted by the Partnership and consummated on December 22, 1994, (i) Fremont
received cash, special allocation limited partner interests ("SAUs") in the
Partnership and 851,507 Subordinated Units, (ii) Sequoia received cash, SAUs,
17,385 Common Units and 1,466,758 Subordinated Units, (iii) Fremont CPL received
cash, SAUs and 17,329 Common Units and (iv) SVE received cash, SAUs and
2,711,318 Subordinated Units. The cash, SAUs, Common Units and Subordinated
Units were received in exchange for interests in two predecessor partnerships.
Of the cash distributable to Fremont and Sequoia in the Exchange
Offer, Fremont and Sequoia contributed to FCP the right to receive
$37,393,250. Such funds were used by FCP to purchase 1,865,000 Common Units
in the public offering of Common Units (the "Public Offering") by the
Partnership pursuant to an Underwriting Agreement dated December 16, 1994
(the "Underwriting Agreement"). The purchase of Common Units pursuant to the
Public Offering occurred on December 22, 1994.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended, restated and supplemented as follows:
Each of Fremont, Sequoia, FCP, Fremont CPL and SVE acquired the Units
reported in this Schedule 13D as beneficially owned directly by such person for
investment except for the Stott/Krage Units (defined below) as to which
beneficial ownership is disclaimed. Fremont, Sequoia, FCP, Fremont CPL and SVE
have been advised by the Partnership that it proposes to conduct a public
offering of up to 9,000,000 Common Units of the Partnership and that each
"Participating Investor" as defined in the Amended and Restated Agreement of
Limited Partnership of the Partnership may sell Common Units by including such
Common Units in the Registration Statement to be filed with the Securities and
Exchange Commission in connection with such offering. Sequoia, FCP and Fremont
CPL have advised the Partnership that they intend to request inclusion of all of
the 1,899,714 Common Units owned by them in the proposed public offering.
Stott and Krage have had preliminary discussions with Fremont
regarding the purchase of all of the interest of Fremont, Sequoia, FCP,
Fremont CPL and SVE in the Partnership, CPL and the Partnership's managing
general partner, Crown Pacific Management Limited Partnership, a Delaware
limited partnership ("CPM"). These discussions are only preliminary, however,
and price and other significant terms have not
10
<PAGE>
been established.
The Partnership is managed by CPM. The limited partners of CPM are
Fremont Timber, Inc., a Delaware corporation and a wholly owned subsidiary of
Fremont ("Fremont Timber"), Peter W. Stott, President and Chief Executive
Officer of CPM ("Stott"), and Roger L. Krage, Secretary and General Counsel of
CPM ("Krage"). The general partners of CPM are Fremont Timber and HS Corp. of
Oregon, an Oregon corporation owned by Stott and Krage ("HS"). With the
exception of matters that pertain to CPM alone and do not relate to the
Partnership, CPM is managed by an elected board of control subject to certain
actions that require the consent of a majority of the general partner interests
in CPM. Fremont Timber, as owner of a majority of the general partner and
limited partner interests in CPM, has the power to elect the board of control,
veto certain actions by the board of control and may be deemed to control CPM.
In connection with the Exchange Offer and the Public Offering,
Fremont, Sequoia and CPL entered into a Purchase Rights Agreement, dated as of
December 22, 1994 (the "Purchase Rights Agreement"), with CPM, Fremont Timber,
Stott, Krage, HS and Bechtel Crown Partners (a California general partnership
with Fremont and Sequoia as general partners that has been dissolved). Upon the
occurrence of certain events, HS has the right to acquire the general and
limited partner interests in CPM owned by Fremont Timber and the shares of
common stock of CPL owned by Fremont (collectively, the "Private Securities").
In addition, under certain circumstances if Fremont, Sequoia, Fremont Timber or
any of their affiliates sell Subordinated Units in conjunction with a sale of
Private Securities, Stott, Krage and HS have "tag-along" rights with respect to
the Subordinated Units and Private Securities held by each of them. The
Purchase Rights Agreement also contains certain restrictions on transfer of, and
rights of first refusal and put, call and "tag-along" rights with respect to,
the Private Securities.
In connection with an investment in a predecessor partnership,
Stott and Krage borrowed a portion of the funds required to make such
investment from Wells Fargo Bank, N.A. ("Wells Fargo"). The loans by Wells
Fargo to Stott and Krage were guaranteed by Fremont. As an inducement to
Fremont to provide the guaranties to Wells Fargo, Stott and Krage each
entered into a Partnership Interest and Stock Pledge Agreement (the "Pledge
Agreements") pursuant to which interests in a predecessor partnership and a
predecessor corporation were pledged to Fremont to secure performance under
the Wells Fargo loans and the Pledge Agreements. In connection with the
Exchange Offer and Public Offering, Fremont, Stott and Krage orally agreed to
continue in force and modify the Pledge Agreements to substitute 635,000
Common Units (the "Stott/Krage Units") purchased in the Public Offering by a
partnership formed by Stott and Krage for the existing collateral under the
Pledge Agreements. The Stott/Krage Units have been delivered to Fremont and
the Pledge Agreements have been modified to reflect such agreement. Upon the
occurrence of an event of default (as defined in the Pledge Agreements),
Fremont will be entitled to vote, receive all distributions in respect of,
and sell the Stott/Krage Units in accordance with the terms of the Pledge
Agreement.
11
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Except as set forth herein, none of the Reporting Persons, nor, to the
best knowledge of the Reporting Persons, any person named in Schedules A and B
attached hereto, has any present plans or proposals with respect to any material
change in the Partnership's business or partnership structure or any other
action referred to in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended, restated and supplemented as follows:
The Subordinated Units are convertible into Common Units on the
occurrence of certain events, as described in the Amended and Restated Agreement
of Limited Partnership of the Partnership. For the purposes of Rule 13d-3 under
the Act, all Subordinated Units may be deemed to be beneficially owned as Common
Units.
SVE may be deemed to be the beneficial owner of the 2,711,318 Common
Units issuable upon the conversion of the 2,711,318 Subordinated Units directly
owned by it. Accordingly, SVE may be deemed to beneficially own 2,711,318
Common Units (the "SVE Units"), or approximately 18.0% of the Common Units
outstanding. SVE has the sole power to vote and the sole power to dispose of
the Units directly owned by it.
As the sole stockholder of SVE, CPL may be deemed, for the purposes of
Rule 13d-3 under the Act, to beneficially own indirectly the SVE Units.
FCP may be deemed to beneficially own the 1,865,000 Common Units (the
"FCP Units") directly owned by it, or approximately 15.1% of the Common Units
outstanding. FCP has the sole power to vote and the sole power to dispose of
the Units directly owned by it.
Fremont CPL may be deemed to beneficially own the 17,329 Common Units
(the "Fremont CPL Units") directly owned by it, or approximately 0.1% of the
Common Units outstanding. Fremont CPL has the sole power to vote and the sole
power to dispose of the Units directly owned by it.
Fremont may be deemed to be the beneficial owner of the 851,507 Common
Units issuable upon the conversion of the 851,507 Subordinated Units directly
owned by it. Fremont has the sole power to vote and the sole power to dispose
of the Units directly owned by it. Fremont, because of its ownership interest
in CPL, as a general partner of FCP and as the general partner of Fremont CPL,
also may be deemed, for the purposes of Rule 13d-3 under the Act, to
beneficially own indirectly the SVE Units, the FCP Units and the Fremont CPL
Units, for an aggregate of 5,445,154 Common Units, or approximately 34.2% of the
Common Units outstanding. Such amount and percentage exclude the Stott/Krage
Units as to which Fremont disclaims beneficial ownership.
12
<PAGE>
Sequoia may be deemed to be the beneficial owner of the 17,385 Common
Units directly owned by it and the 1,466,758 Common Units issuable upon the
conversion of the 1,466,758 Subordinated Units directly owned by it. Sequoia
has the sole power to vote and the sole power to dispose of the Units directly
owned by it. Sequoia, as a general partner of FCP, also may be deemed, for the
purposes of Rule 13d-3 under the Act, to beneficially own indirectly the FCP
Units, for an aggregate of 3,349,143 Common Units, or approximately 24.2% of the
Common Units outstanding.
Excluding the Stott/Krage Units, the Reporting Persons, in the
aggregate, may be deemed to beneficially own 39.8% of the Common Units
outstanding. Including the Stott/Krage Units, as to which beneficial ownership
is disclaimed, the Reporting Persons, in the aggregate, may be deemed to
beneficially own 43.5% of the Common Units outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby amended, restated and supplemented as follows:
The information set forth in Item 4 above is incorporated herein by
reference.
Pursuant to the Underwriting Agreement and the Exchange Offer,
Fremont, Sequoia, Fremont CPL and CPL agreed not to offer, sell or otherwise
dispose of any Units received by them in the Exchange Offer for a period of 180
days without the prior written consent of Lehman Brothers Inc. That period
expired. With respect to the FCP Units, Fremont and Sequoia agreed to a similar
arrangement that lasted for a period of one year. That period expired.
Certain of the Reporting Persons have certain "demand" and "piggy-
back" registration rights with respect to their Units as provided in the Amended
and Restated Agreement of Limited Partnership of the Partnership.
ITEM 7. MATERIAL FILED AS EXHIBITS WITH THE SCHEDULE 13D
Exhibit 1 Joint Filing Agreement
Exhibit 2 Underwriting Agreement dated December 16, 1994
Exhibit 3 Purchase Rights Agreement dated December 22, 1994
Exhibit 4 Partnership Interest and Stock Pledge Agreement dated
October 28, 1993
Exhibit 5 Partnership Interest and Stock Pledge Agreement dated
October 28, 1993
Exhibit 6 Amended and Restated Agreement of Limited Partnership of
Crown Pacific Partners, L.P. dated December 22, 1994
13
<PAGE>
SIGNATURE
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: May 24, 1996
FREMONT INVESTORS, INC.
(formerly FREMONT GROUP, INC.)
By: /s/ Richard S. Kopf
---------------------------------
Managing Principal, General
Counsel and Secretary
14
<PAGE>
SIGNATURE
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: May 24, 1996
SEQUOIA VENTURES INC.
By: /s/ Richard S. Kopf
---------------------------------
Managing Principal, General
Counsel and Secretary
15
<PAGE>
SIGNATURE
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: May 24, 1996
FREMONT CROWN PARTNERS
By: Fremont Investors, Inc.
General Partner
By: /s/ Richard S. Kopf
---------------------------------
Managing Principal, General
Counsel and Secretary
16
<PAGE>
SIGNATURE
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: May 24, 1996
FREMONT CPL PARTNERS, L.P.
By: Fremont Investors, Inc.
General Partner
By: /s/ Richard S. Kopf
---------------------------------
Managing Principal, General
Counsel and Secretary
17
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: May 24, 1996
CROWN PACIFIC, LTD., an Oregon
corporation
By: /s/ Roger L. Krage
---------------------------------
Roger L. Krage, Secretary
18
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: May 24, 1996
SVE II, INC., an Oregon corporation
By: /s/ Roger L. Krage
---------------------------------
Roger L. Krage, Secretary
19
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SCHEDULE A
Executive Officers and Directors
of
Fremont Investors, Inc.
and
Sequoia Ventures Inc.
The names of the Directors and the names and titles of the Executive
Officers of Fremont Investors, Inc. ("Fremont") and Sequoia Ventures Inc.
("Sequoia") and their business addresses and principal occupations are set forth
below. Unless otherwise indicated, each Director's or Executive Officer's
business address is 50 Fremont Street, Suite 3700, San Francisco, California
94105. Each individual is a United States citizen and, unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
Fremont and Sequoia.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* A.M. Dachs Chief Executive Officer and President
* S.D. Bechtel, Jr. Director
* H.J.Haynes (1) Independent Consultant
* C.W. Hull (1) Independent Consultant
* R. Jaunich II Managing Director
* G.H. Lamphere Managing Director
* D.L. Redo Managing Director
* G.P. Schultz (1) Independent Consultant
* J.W. Weiser (1) Consultant to Bechtel Group, Inc.
J.S. Higgins Managing Principal and Chief Financial
Officer
R.S. Kopf Managing Principal, General Counsel and
Secretary
- -------------------------
* Director of Fremont and Sequoia.
1 Address is c/o Bechtel Group, Inc., 50 Beale Street, San Francisco,
California 94105
20
<PAGE>
SCHEDULE B
Executive Officers and Directors
of
Crown Pacific, Ltd.
and
SVE II, Inc.
The names of the Directors and the names and titles of the Executive
Officers of Crown Pacific, Ltd. ("CPL") and SVE II, Inc. ("SVE") and their
business addresses and principal occupations are set forth below. Unless
otherwise indicated, each Director's or Executive Officer's business address is
121 S.W. Morrison, Suite 1500, Portland, Oregon 97204. Each individual is a
United States citizen and, unless otherwise indicated, each occupation set forth
opposite an individual's name refers to CPL and SVE.
Name, Business Address Present Principal Occupation
- ----------------------- -----------------------------
* R. Jaunich II (1) Chairman; Managing Director of Fremont
Investors, Inc. and Sequoia Ventures Inc.
* J.A. Bondoux (1) Managing Principal of Fremont Investors, Inc.
and Sequoia Ventures Inc.
* P.W. Stott President and Chief Executive Officer;
President and Chief Executive Officer of
Crown Pacific Management Limited Partnership
R.L. Krage Secretary and General Counsel; Secretary and
General Counsel of Crown Pacific Management
Limited Partnership
A.F. Trinkwald Chief Financial Officer and Treasurer; Chief
Financial Officer and Treasurer of Crown
Pacific Management Limited Partnership
G.P. Hanna Executive Vice President of CPL; Executive
Vice President of Crown Pacific Management
Limited Partnership
- -------------------------
* Director of CPL and SVE.
1 Address is 50 Fremont Street, Suite 3700, San Francisco, California 94105
21
