SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to section 240.14a-11(c) or
section 240.14a-12
- --------------------------------------------------------------------------------
CROWN PACIFIC PARTNERS, L.P.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No Fee per Exchange Act Rule 14a-6(i)(1).
|_| $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
|_| Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Units representing limited partnership interests
------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
21,331,189 Common Units
------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------
|_| Fee paid previously with preliminary proxy materials.
|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------
<PAGE>
CROWN PACIFIC PARTNERS, L.P.
-----------------------------------------
Consent Solicitation
-----------------------------------------
Crown Pacific Management Limited Partnership, the managing general
partner (the "Managing General Partner") of Crown Pacific Partners, L.P., a
Delaware limited partnership (the "Partnership"), is soliciting the consent of
the limited partners of the Partnership holding Common Units of record as of
November 14, 1996 (the "Common Unitholders"), to a proposal to amend (the
"Amendment") the Second Amended and Restated Agreement of Limited Partnership of
Crown Pacific Partners, L.P. (the "Partnership Agreement"). The Amendment would
increase the number of Common Units that could be issued by the Partnership
during the Subordination Period, without the prior approval of the outstanding
Common Units, from 9,000,000 (of which 8,970,750 have been previously issued) to
24,000,000.
The text of the Amendment is set forth in Exhibit A hereto. Common
Unitholders are urged to read the Amendment in its entirety.
THE FORM OF CONSENT ENCLOSED HEREWITH, WHEN PROPERLY COMPLETED AND
RETURNED TO THE PARTNERSHIP, WILL CONSTITUTE A VOTE IN FAVOR OF, VOTE AGAINST OR
ABSTENTION WITH RESPECT TO THE ADOPTION OF THE AMENDMENT. THE PARTNERS OF THE
GENERAL PARTNERS, THE MEMBERS OF THE BOARD OF CONTROL OF THE MANAGING GENERAL
PARTNER AND THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, THE "GENERAL PARTNER
AFFILIATES") OWN APPROXIMATELY 4.1% OF THE COMMON UNITS AND HAVE UNANIMOUSLY
APPROVED THE AMENDMENT. THE AFFIRMATIVE VOTE OF HOLDERS OF TWO-THIRDS OF THE
OUTSTANDING COMMON UNITS NOT OWNED BY THE GENERAL PARTNER AFFILIATES IS REQUIRED
FOR THE ADOPTION OF THE AMENDMENT. A COMMON UNITHOLDER'S FAILURE TO RETURN A
FORM OF CONSENT WILL HAVE THE SAME EFFECT AS A NEGATIVE VOTE. THE MANAGING
GENERAL PARTNER RECOMMENDS TO THE COMMON UNITHOLDERS THAT THEY VOTE IN FAVOR OF
THE AMENDMENT.
No person has been authorized by the Partnership or the Managing
General Partner to give any information or make any representations in
connection with the Solicitation other than those contained herein and, if given
or made, such other information or representations must not be relied upon as
having been authorized.
This Consent Solicitation and the Form of Consent enclosed herewith are
first being mailed on or about November __, 1996 to the Common Unitholders of
record on November 14, 1996 (the "Record Date"). The principal offices of the
Partnership are located at 121 S.W. Morrison Street, Suite 1500, Portland,
Oregon 97204, and its telephone number is (503) 274-2300. If you have any
questions regarding this Consent Solicitation, please contact Roger L.
Krage, Secretary and General Counsel of the Managing General Partner.
THE MANAGING GENERAL PARTNER REQUESTS THAT CONSENTS BE RETURNED TO IT
IN THE ENCLOSED ENVELOPE BY DECEMBER 20, 1996. If the Amendment is approved,
prompt notice of such action shall be given to all limited partners.
-----------------------------------------
The Date of This Consent Solicitation is November ____, 1996.
-----------------------------------------
-1-
<PAGE>
THE CONSENT SOLICITATION
This Consent Solicitation is being circulated to all of the Common
Unitholders in support of the adoption of the Amendment. The complete text of
the Amendment is attached hereto as Exhibit A.
PROCEDURES FOR CONSENT
Pursuant to the Partnership Agreement, the Managing General Partner has
fixed the close of business on November 14, 1996 as the record date for the
determination of Common Unitholders entitled to give or withhold their consent
to the adoption of the Amendment. Any beneficial owner of Common Units on the
record date who was not then a record holder, or any person who acquires Common
Units after the record date who desires to execute a Form of Consent, must
either obtain a proxy from the person who was the record holder on the record
date or have such person execute and deliver such Form of Consent. Adoption of
the Amendment requires the affirmative vote of holders of two-thirds of the
outstanding Common Units not owned by the General Partner Affiliates.
The enclosed Form of Consent, when properly completed and returned to
the Partnership, will constitute a Common Unitholder's vote of all Common Units
held by it in favor of, vote against or abstention with respect to the adoption
of the Amendment. IF A COMMON UNITHOLDER RETURNS A FORM OF CONSENT DULY SIGNED
WITHOUT INDICATING A PREFERENCE AS TO THE ADOPTION OF THE AMENDMENT, THE COMMON
UNITHOLDER WILL BE DEEMED TO HAVE VOTED IN FAVOR OF THE ADOPTION OF THE
AMENDMENT. A Common Unitholder's failure to return a Form of Consent will have
the same effect as a negative vote.
Each executed Form of Consent should be sent in the enclosed
pre-addressed envelope to D.F. King & Co., Inc. at
______________________________. Questions or requests for additional copies of
this Consent Solicitation or the Form of Consent should be directed to the
Partnership as set forth above.
REVOCATION OF CONSENT
A Common Unitholder who executes and returns a consent may revoke it at
any time before the Managing General Partner's receipt of the requisite number
of consents for approval of the Amendment. A Common Unitholder who desires to
revoke a consent may do so by returning a Consent Form bearing a later date or
by giving written notice of revocation to the Secretary of the General Partner.
CONSENTS BEING SOUGHT
The Amendment will be approved if Common Unitholders holding two-thirds
of the outstanding Common Units, excluding Common Units held by the General
Partner Affiliates, vote in favor of or, by failure to indicate a preference on
an executed Form of Consent, are deemed to have voted in favor of adoption of
the Amendment. The General Partner Affiliates own approximately 4.1% of the
Common Units and have unanimously approved the Amendment.
If the approval of the Common Unitholders is received, the Amendment is
expected to become effective immediately upon receipt of the requisite approval.
Upon the effectiveness of the Amendment, the Amendment will be binding upon all
Common Unitholders, regardless of whether they consented to the adoption of the
Amendment.
MANNER OF SOLICITATION
In addition to solicitation by mail, the Managing General Partner and
its employees and agents may solicit consents from the Common Unitholders by
personal interview, telephone, facsimile, telegram or other methods. The
Partnership has engaged the services of D.F. King & Co., Inc. to assist in the
solicitation of consents from Common Unitholders. All of the expenses of the
Consent Solicitation, including D.F. King & Co., Inc.'s $[10,000] solicitation
fee plus expenses, will be paid by the Partnership.
-2-
<PAGE>
PROPOSAL TO AMEND THE PARTNERSHIP AGREEMENT
GENERAL
The Common Unitholders are being asked by the Managing General Partner
to approve the Amendment to the Partnership Agreement. The Amendment would
increase the number of Common Units that could be issued by the Partnership
during the Subordination Period, without the prior approval of two-thirds of the
outstanding Common Units, from 9,000,000 (of which 8,970,750 have been
previously issued) to 24,000,000. Approval of the Amendment requires the
affirmative vote of the holders of two-thirds of the outstanding Common Units,
excluding for purposes of such determination Common Units owned by the General
Partner Affiliates. As of the Record Date, the General Partner Affiliates had
voting power with respect to 866,190 outstanding Common Units, and they intend
to vote such Common Units for approval of the Amendment. Also as of the Record
Date, there were 20,464,999 Common Units outstanding (excluding Common Units
owned by the General Partner Affiliates); therefore, the approval of the holders
of at least 13,643,333 Common Units will be necessary for approval of the
Amendment. No other changes to the Partnership Agreement are being proposed by
the Managing General Partner at this time.
BACKGROUND AND REASONS FOR THE AMENDMENT
The Partnership Agreement prohibits the issuance by the Partnership
during the Subordination Period of more than 9,000,000 Common Units without the
prior approval ("Prior Approval") of the holders of at least two-thirds of the
outstanding Common Units (excluding for purposes of the approval, Common Units
held by the General Partner Affiliates). The Subordination Period will not end
until the earlier of (i) the first day of any quarter on or after January 1,
2000 after the Partnership has, with respect to each of the three immediately
preceding four-quarter periods made distributions of "Available Cash"
constituting "Cash from Operations" of at least the "Second Target Distribution"
on each Common Unit and Subordinated Common Unit and on which there are no
"Common Unit Arrearages," or (ii) the date the Managing General Partner is
removed as general partner upon the vote of the Limited Partners under
circumstances where "Cause" does not exist.
In August 1996, the Partnership issued 8,970,750 Common Units in an
underwritten public offering. The proceeds of such offering were used primarily
to reduce bank indebtedness incurred primarily to fund the Partnership's
acquisition of 207,000 acres of timberland from Cavenham Forest Industries Inc.
After subtracting the Common Units issued in such offering from the 9,000,000
Common Units available for issuance without Prior Approval, a balance of only
29,250 Common Units is available for issuance for other purposes without Prior
Approval.
The proposed increase in the number of Common Units available for
issuance without Prior Approval has been recommended by the Managing General
Partner to assure that an adequate supply of Common Units is available for
general partnership needs, such as future financings, refinancings and
acquisitions. The additional Common Units being authorized by the Amendment will
permit the Partnership to engage in future financing activities without the
delay and expense associated with the holding of a special meeting or soliciting
the consent or approval of the Common Unitholders at the time such additional
Common Units are needed. The availability of additional Common Units for
issuance, without the need for a special meeting or consent solicitation of the
Common Unitholders will afford the Partnership greater flexibility in acting
upon proposed financing or acquisition transactions. The Partnership has no
current plans for the use of any of the additional Common Units to be
authorized. If the Amendment is approved, no further authorization by vote of
Common Unitholders will be sought for any future issuances of the additional
Common Units unless required by the Partnership Agreement, law or regulatory
authorities. Because the Common Units are listed on the New York Stock Exchange,
Common Unitholder approval will be required for certain issuances of the
additional Common Units, including, generally, issuances equal to 20% or more of
the outstanding Common Units, unless such Common Units are issued in a public
offering. The General Partners and the Board of Control of the Managing General
Partner have approved the Amendment and have directed that the same be presented
to the Common Unitholders for their approval.
THE MANAGING GENERAL PARTNER RECOMMENDS A VOTE "FOR" THE PROPOSED
AMENDMENT TO THE PARTNERSHIP AGREEMENT.
-3-
<PAGE>
CERTAIN CONSIDERATIONS
Common Unitholders should note that certain disadvantages may result
from the adoption of the Amendment. Depending upon the terms and conditions on
which the additional Common Units are issued, such disadvantages may include
reductions in their interest in the Partnership with respect to earnings per
Common Unit, cash available for distribution, voting, liquidation value and book
and market values per Common Unit.
Additionally, while not having such purpose, the Amendment could have
the effect of deterring a future attempt to take over the Partnership that the
holders of a majority of the Common Units may deem to be in their best interest.
Such event could arise if the Managing General Partner deemed it in the best
interest of the Partnership to issue an option to purchase Common Units, a
security convertible into Common Units or Common Units to a party supportive of
the General Partner in an amount that would make it less likely that a purchaser
would attempt an acquisition of Common Units by tender offer or other purchase.
If a majority in voting power of the Common Unitholders desire a change in the
Managing General Partner of the Partnership, and if such change were opposed by
the Managing General Partner, the additional Common Units could possibly be used
by the Partnership to thwart the desires of the majority.
The additional Common Units for which authorization is sought will have
characteristics identical to those of the Common Units now outstanding. Common
Unitholders have no appraisal rights with respect to the Amendment, under
Delaware law or the Partnership Agreement, and no such rights will be afforded
to such unitholders by the Partnership. Common Unitholders do not have
prescriptive or other rights to subscribe for additional Common Units of the
Partnership or any security convertible into Common Units.
OPINION OF COUNSEL
The Partnership has received an opinion of Andrews & Kurth L.L.P., that
the Amendment (i) will not cause the Partnership or any subsidiary partnership
to be treated as an association taxable as a corporation or otherwise taxable as
an entity for Federal income tax purposes and (ii) will not affect the limited
liability of any Limited Partner or any limited partner of any subsidiary
partnership under applicable law. In the absence of such opinion, the
Partnership Agreement would require approval of the Amendment by the General
Partners and by the holders of at least 95% of the issued and outstanding Common
Units. No separate counsel was engaged to pass upon such matters for the Limited
Partners. Andrews & Kurth L.L.P. has served as special counsel to the
Partnership and its affiliates in connection with its securities offerings and
with respect to tax and certain other matters.
-4-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
As of the Record Date, there were 21,331,189 Common Units outstanding
and entitled to vote on the Amendment. The following table sets forth the
beneficial ownership of the Common Units as of October 1, 1996 held by
beneficial owners of five percent or more of the Common Units, by directors and
executive officers of the Managing General Partner and by all directors and
executive officers of the Managing General Partner as a group. The Partnership
also has "Subordinated Units," representing limited parternership interests,
outstanding but the holders of such units are not entitled to vote with respect
to the Amendment.
COMMON UNITS PERCENTAGE OF COMMON
BENEFICIALLY UNITS BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED OWNED
- ------------------------ ----- -----
Peter W. Stott........................... 222,694 1.1%
Robert Jaunich II........................ 9,000 *
James A. Bondoux......................... 0 0%
Richard B. Keller........................ 606,868 3.1%
Christopher G. Mumford................... 1,576 *
Roger L. Krage........................... 195,382 1.0%
John W. Larson........................... 25,670 *
G. P. Hanna.............................. 1,000 *
Richard D. Snyder........................ 200 *
P. A. Leineweber......................... 500 *
Directors and executive officers 672,890 3.3%
as a group (10 persons)..................
- ----------
* Less than 1.0%.
PRICE RANGE OF COMMON UNITS AND DISTRIBUTIONS
The Common Units are listed and principally traded on the New York
Stock Exchange ("NYSE") under the symbol "CRO." Trading price data for the
Common Units, as reported by the New York Stock Exchange, and declared
distribution information for 1994, 1995 and 1996 are as follows:
<TABLE>
<CAPTION>
Cash
Distribution
High Low Per Unit
---- --- --------
<S> <C> <C> <C>
December 22, 1994 through December 31, 1994............ $ 21.63 $ 21.50 $ 0.055
Year ended December 31, 1995
First quarter....................................... $ 21.50 $ 18.00 $ 0.51
Second quarter...................................... 17.000 0.51
Third quarter....................................... 19.383 0.51
Fourth quarter...................................... 17.385 0.51
Year ending December 31, 1996
First quarter....................................... $ 20.88 $ 18.13 $ 0.524
Second quarter...................................... 19.639 0.524
Third quarter....................................... 19.005 0.524(a)
Fourth quarter (through November 1, 1996)........... 22.38 20.88
</TABLE>
- ----------
(a) The Partnership has declared the distribution for the quarter ended
September 30, 1996, which is payable on November 14, 1996 to holders of
Common Units and Subordinated Units of record on November 1, 1996.
-5-
<PAGE>
Cash distributions, if any, are expected to be paid quarterly from
"Available Cash" as defined by the Partnership Agreement. In addition, the
Partnership's debt agreements have certain restrictive covenants limiting cash
distribution amounts.
AVAILABLE INFORMATION
The Partnership is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports and other information with the Commission pursuant to
the Exchange Act. Reports and other information filed by the Partnership are
available to be examined without charge at, or obtained upon payment of
prescribed fees from, the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at 7 World Trade Center, Suite 1300,
New York, New York 10048 and at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 or may be obtained on the Internet at
http://www.sec.gov. In addition, such reports and other information may be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission pursuant
to the Exchange Act, are incorporated herein by reference:
1. The Partnership's Annual Report on Form 10-K for the year ended
December 31, 1995; and
2. The Partnership's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996; and
3. The Partnership's Current Report on Form 8-K dated May 30, 1996.
All reports and other documents filed by the Partnership pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the termination of the solicitation shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Consent Solicitation to the
extent that a statement contained herein, or in any other subsequently filed
document that also is incorporated or deemed to be incorporated by reference
herein, modified or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Consent Solicitation. A copy of any document
incorporated by reference herein (including any exhibit incorporated by
reference in such document) may be obtained without charge by any person
receiving this Consent Solicitation by contacting Investor Relations, Crown
Pacific Partners, L.P., 121 S.W. Morrison Street, Suite 1500, Portland, Oregon
97204; telephone: 503-274-2300. Such copy will be provided promptly after
receipt of such request.
---------------------------------
-6-
<PAGE>
EXHIBIT A
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
CROWN PACIFIC PARTNERS, L.P.
This First Amendment to the Second Amended and Restated Agreement of
Limited Partnership of Crown Pacific Partners, L.P. (the "Amendment") is entered
into effective as of ________, 1996 by and among Crown Pacific Management
Limited Partnership, a Delaware limited partnership, as the Managing General
Partner, Crown Pacific, Ltd., an Oregon corporation, as the Special General
Partner, the Limited Partners and the Special Limited Partners. Unless otherwise
defined herein, all capitalized terms used herein shall have the meaning given
to them in the Second Amended and Restated Agreement of Limited Partnership of
Crown Pacific Partners, L.P. dated August [6], 1996 (the "Agreement").
PREAMBLE
Pursuant to the Agreement, the Partnership may not issue during the
Subordination Period more than 9,000,000 Common Units without the prior consent
of the holders of two-thirds of the outstanding Common Units. In August, 1996,
the Partnership issued 8,970,750 Common Units, and thus the Partnership may only
issue an additional 29,250 Common Units without the prior approval of the
holders of two-third of the Common Units. The General Partners and the holders
of two-thirds of the Common Units have approved the amendment of the Agreement
to permit the issuance, during the Subordination Period, of up to 15,000,000
Common Units in addition to the 9,000,000 Common Units already authorized.
Accordingly, the Agreement shall be amended as follows:
AMENDMENT
1. Amendment of Subsection 4.3(c)(i). The first sentence of Subsection
4.3(c)(i) is hereby deleted in its entirety and amended to read as follows:
(i) After the Public Offering and during the Subordination
Period, the Partnership shall not issue an aggregate of more than
24,000,000 additional Common Units (excluding Common Units issued upon
conversion of Subordinated Units pursuant to Section 5.7(b)) or an
equivalent number of other Partnership Securities having rights to
distributions and allocations or in liquidation ranking on a parity
with the Common Units, in either case without the prior approval of
two-thirds of the Outstanding Common Units (excluding Common Units held
by the General Partners and their Affiliates);
2. No Other Amendment. Except as amended hereby, the Agreement shall be and
remain in full force and effect.
3. Governing Law. This Amendment and the rights of the parties hereunder
shall be interpreted in accordance with the laws of the State of Delaware, and
all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.
A-1
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Amendment
effective as of the date first written above.
MANAGING GENERAL PARTNER:
CROWN PACIFIC MANAGEMENT LIMITED
PARTNERSHIP
By:
--------------------------
Peter W. Stott, President,
HS Corp. of Oregon,
a general partner
By:
--------------------------
Robert Jaunich II, President,
Fremont Timber, Inc.,
a general partner
SPECIAL GENERAL PARTNER:
CROWN PACIFIC, LTD.
By:
--------------------------
Peter W. Stott, President
LIMITED PARTNERS:
All Limited
Partners admitted as
limited partners of the
Partnership as of the
Effective Date, pursuant to
Powers of Attorney executed
in favor of, and granted
and delivered to, the
Managing General Partner
By: CROWN PACIFIC MANAGEMENT
LIMITED PARTNERSHIP
By:
--------------------------
Peter W. Stott, President,
HS Corp. of Oregon,
a general partner
By:
--------------------------
Robert Jaunich II, President,
Fremont Timber, Inc.,
a general partner
A-2
