UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
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 of Securities)
228439 10 5
(CUSIP Number)
Peter W. Stott
Crown Pacific Partners, L.P.
121 S.W. Morrison Street
Suite 1500
Portland, Oregon 97204
(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 the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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> 2
SCHEDULE 13D
CUSIP No. 228439 10 5 Page 2 of 7 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter W. Stott
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Securities acquired pursuant to an exchange offer and pursuant to a
purchase with cash.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICALLY 5,194 Common Units;
692,586 Subordinated Units
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 635,000 Common Units (See Item 5)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
5,194 Common Units; 692,586
Subordinated Units
10 SHARED DISPOSITIVE POWER
635,000 Common Units (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
640,194 Common Units; 692,586 Subordinated Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /x/
Does not include 2,711,318 Subordinated Units held by Crown Pacific,
Ltd., of which Mr. Stott is a member of the board of directors and a
shareholder. Mr. Stott disclaims beneficial ownership of such Units.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
14 TYPE OF REPORTING PERSON
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP No. 228439 10 5 Page 3 of 7 Pages
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roger L. Krage
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Securities acquired pursuant to an exchange offer and pursuant
to a purchase with cash.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF 7 SOLE VOTING POWER
SHARES 382 Common Units; 50,919 Subordinated
BENEFICIALLY Units
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 635,000 Common Units (See Item 5)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
382 Common Units; 50,919 Subordinated
Units
10 SHARED DISPOSITIVE POWER
635,000 Common Units (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
IN
- -
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
Page 4 of 7 Pages
ORIGINAL REPORT ON SCHEDULE 13D
Introduction
This statement constitutes the filing as a group of Peter W. Stott and
Roger L. Krage, as they may be deemed a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended.
ITEM 1. SECURITY AND ISSUER
The securities to which this statement relates are the Common Units
representing limited partner interests ("Common Unit") of Crown Pacific
Partners, L.P. (the "Partnership"). The principal offices of the Partnership are
located at 121 S.W. Morrison, Suite 1500, Portland, Oregon 97204.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Peter W. Stott and Roger L. Krage, each
with a principal business address of 121 S.W. Morrison, Suite 1500, Portland,
Oregon 97204. Mr. Stott is the Chief Executive Officer and President and member
of the Board of Crown Pacific Management Limited Partnership ("CPM"), the
managing general partner of the Partnership and a member of the board of Crown
Pacific, Ltd. ("CPL"), the special general partner of the Partnership. Mr. Krage
is the Secretary and General Counsel of CPM and CPL. The principal business
address of CPM and CPL is 121 S.W. Morrison, Suite 1500, Portland, Oregon 97204.
During the last five years, neither Mr. Stott nor Mr. Krage has been
convicted in a criminal proceeding nor has 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 law.
Mr. Stott and Mr. Krage are both citizens of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an exchange offer (the "Offer") conducted by the
Partnership, Mr. Stott received cash, 5,194 Common Units, 692,586 Subordinated
Units and special allocation units, which are convertible into Common Units on
the occurrence of certain events (the "Subordinated Units" and together with the
Common Units, "Units") and Mr. Krage received cash, 382 Common Units, 50,919
Subordinated Units and special allocation units. Also pursuant to the Offer, CPL
received 2,711,318 Subordinated Units and special allocation units. Mr. Stott is
a member of the board of CPL and Mr. Stott and Mr. Krage are shareholders in
CPL. In consideration for the Common Units and Subordinated Units received in
the Offer, Mr. Stott, Mr. Krage and CPL exchanged their interests
<PAGE>
<PAGE> 5
Page 5 of 7 Pages
in two predecessor partnerships. In addition, with the cash received in the
Offer, Mr. Stott and Mr. Krage, through a partnership, purchased an additional
635,000 Common Units.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Stott and Mr. Krage received the Units beneficially owned by them
as described in Item 3 above. Each of Mr. Stott and Mr. Krage intends to retain
such Units for the purpose of investment. Mr. Stott and Mr. Krage may make
additional purchases of or dispose of the Partnership's Common Units either in
the open market or in private transactions depending on the Partnership's
business, prospects and financial condition, the market for the Common Units,
general economic conditions, money and stock market conditions and other future
developments.
Mr. Stott and Mr. Krage have been advised by the Partnership that it
proposes to conduct a public offering of up to 9,000,000 Common Units and that
each "Participating Investor", as defined in the Amended and Restated Agreement
of Limtied Partnership, of the Partnership may sell Common Units by including
them in the registration statement to be filed with the Securities and Exchange
Commission in connection with the proposed offering. Mr. Stott and Mr. Krage
have advised the Partnership that they intend to request inclusion
of 595,440 and 39,560 Common Units owned by them, respectively, in the
proposed offering.
Mr. Stott and Mr. Krage have had preliminary discussions with the
Fremont Group, Inc. ("Fremont") regarding the purchase of all of Fremont's
interest in the Partnership, CPL and CPM. These discussions are only
preliminary, however, and price and other significant terms have not been
established.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (1) Mr. Stott beneficially owns 1,322,780 Units (which includes
640,194 Common Units and 692,586 Subordinated Units convertible into Common
Units upon the occurrence of certain events), which represent approximately
10.2% of the outstanding Common Units. Mr. Stott disclaims beneficial ownership
of 2,711,318 Subordinated Units held by CPL.
(2) Mr. Krage beneficially owns 686,301 Units (which includes 635,382
Common Units and 50,919 Subordinated Units) which represent approximately 5.5%
of the outstanding Common Units. Mr. Krage disclaims beneficial ownership of
586,154 of the 635,000 Common Units he has shared power to vote and dispose of
with Mr. Stott.
(b) As of the date hereof, Mr. Stott has the sole power to vote and
dispose of 5,194 Common Units and 692,586 Subordinated Units and (2) Mr. Krage
has the sole power to vote and dispose of 382 Common Units and 50,919
Subordinated Units. Mr. Stott and Mr. Krage have shared power to vote and
dispose of 635,000 Common Units.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
<PAGE> 6
Page 6 of 7 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Common Units and Subordinated Units owned by Mr. Stott and
Mr. Krage are subject to a lock-up agreement as provided in that certain
Underwriting Agreement dated December 16, 1994 among Mr. Stott, Mr. Krage and
the parties named therein, which provides that neither Mr. Stott nor Mr. Krage
may sell or transfer Common Units or Subordinated Units owned by him for a
period of 180 days from the date of the agreement (and for a period of one year
with respect to the 635,000 Common Units purchased by Mr. Stott and Mr. Krage).
In addition, Mr. Stott and Mr. Krage have pledged the 635,000 Common Units
purchased by them to Fremont in connection with a guarantee of a loan to
Mr. Stott and Mr. Krage. Should Mr. Stott and Mr. Krage default on the
underlying loan, Fremont would receive voting and investment power over such
Units. The pledge agreement relating to the loan will be amended to reflect the
pledge of the 635,000 Common Units.
In connection with the Offer, Mr. Stott and Mr. Krage entered into a
Purchase Rights Agreement, dated as of December 22, 1994 (the "Purchase Rights
Agreement"), with Fremont, Sequoia Ventures, Inc. ("Sequoia"), CPL, CPM, Fremont
Timber, Inc. ("Fremont Timber") and HS Corp. of Oregon, an Oregon Corporation
owned by Mr. Stott and Mr. Krage ("HS"). 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, Mr.
Stott, Mr. 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 -- Underwriting Agreement (filed as Exhibit 1 to the Schedule 13D and
incorporated herein by reference)
Exhibit 2 -- Purchase Rights Agreement (filed as Exhibit 2 to the Schedule 13D
and incorporated herein by reference)
<PAGE> 7
Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
0
Dated: May 24, 1996
/s/ Peter W. Stott
---------------------------------
Peter W. Stott
/s/ Roger L. Krage
---------------------------------
Roger L. Krage
<PAGE>
