UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CROWN PACIFIC PARTNERS, L.P.
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(Name of Issuer)
Common Units representing limited partner interests
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(Title of Class of Securities)
228439 10 5
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(CUSIP Number)
Peter W. Stott
Crown Pacific Partners, L.P.
121 S.W. Morrison Street
Suite 1500
Portland, Oregon 97204
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 31, 1996
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(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).
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This Amendment No. 2 (the "Amendment No. 2") to the Statement on
Schedule 13D (as heretofore amended, the "Schedule 13D") filed on behalf of Mr.
Peter W. Stott and Mr. Roger L. Krage (together, the "Reporting Persons"),
general partners of SK Partners, an Oregon general partnership ("SK Partners"),
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)(e) of the Act.
Unless otherwise indicated, each capitalized term used but not
otherwise defined herein shall have the meaning assigned to such term in the
Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented as follows:
On July 31, 1996, SK Partners entered into an Underwriting Agreement
(the "Underwriting Agreement") among Crown Pacific Partners, L.P. (the
"Partnership"), Crown Pacific, Ltd., an Oregon corporation, Crown Pacific
Management Limited Partnership, a Delaware limited partnership, Crown Pacific
Limited Partnership, a Delaware limited partnership, Fremont Crown Partners, a
California general partnership, Sequoia Ventures, Inc., a Delaware corporation,
SK Partners, Fremont CPL Partners, L.P., a California limited partnership,
certain other selling unitholders, and the underwriters party thereto (the
"Underwriters").
Pursuant to the Underwriting Agreement, the Partnership, SK Partners
and the other selling unitholders agreed to sell to the Underwriters an
aggregate of 10,102,800 Common Units, at a price to public of $19.00 per Common
Unit, net of a $0.95 per Common Unit underwriting discount, resulting in $18.05
per Common Unit net proceeds to the Partnership and the selling unitholders. SK
Partners agreed to sell 440,000 of such Common Units. The sale of Common Units
pursuant to the Underwriting Agreement is expected to close, subject to the
conditions set forth in the Underwriting Agreement, on or about August 6, 1996.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby amended and supplemented as follows:
The information set forth in Item 4 above is incorporated herein by
reference.
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<PAGE>
ITEM 7. MATERIAL FILED AS EXHIBITS WITH THE SCHEDULE 13D
Item 7 is hereby amended and supplemented as follows:
Exhibit 3 Underwriting Agreement dated July 31, 1996 (Incorporated by
reference to Exhibit 1.1 to Crown Pacific Partners, L.P.'s
Registration Statement on Form S-3 No. 333-05099)
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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.
Dated: July 31, 1996
/s/ Peter W. Stott
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Peter W. Stott
/s/ Roger L. Krage
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Roger L. Krage
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