-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NKDI3wIeHHBWehzieq6lMTPpWyy4WDe/lK+8Yea6eTIadYQ3Bz1KERX0E35/1C7G ZYnCkAIw2AkVY1tpxWvoDQ== 0000912057-97-010028.txt : 19970430 0000912057-97-010028.hdr.sgml : 19970430 ACCESSION NUMBER: 0000912057-97-010028 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970321 DATE AS OF CHANGE: 19970409 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE CORP CENTRAL INDEX KEY: 0000018061 STANDARD INDUSTRIAL CLASSIFICATION: 3537 IRS NUMBER: 930136592 STATE OF INCORPORATION: OR FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42901 FILM NUMBER: 97562417 BUSINESS ADDRESS: STREET 1: 2020 SW FOURTH AVE CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: 5032270024 MAIL ADDRESS: STREET 1: 2020 SW FOURTH AVE CITY: PORTLAND STATE: OR ZIP: 97201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARRISON W J CENTRAL INDEX KEY: 0001036264 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 27 FOX RUN DRIVE STREET 2: SUITE 33 CITY: GUELPH ONTARIO STATE: A6 BUSINESS PHONE: 5197633675 MAIL ADDRESS: STREET 1: 27 FOX RUN DRIVE STREET 2: SUITE 33 CITY: GUELPH ONTARIA STATE: A6 SC 13D 1 13D Schedule 13D Cover - Page 1 Name of Issuer - Cascade Corporation Class of Securities - Common Stock CUSIP Number - 147195101 Person Authorized to Receive Notices William J. Harrison 27 Fox Run Drive, RR#3 Guelph, Ontario N1H 6N9 With copies to: J.P. Dawson, Esq. Aird & Berlis Barristers and Solicitors BCE Place Suite 1800, Box 754 181 Bay Street Toronto, Canada M5J 2T9 and Jack B. Schwartz, Esq. Newcomb, Sabin, Schwartz & Landsverk, LLP Attorneys at Law Suite 4040, 111 S.W. Fifth Avenue Portland, Oregon 97204 Date of Event Which Requires Filing of This Statement: March 11, 1997 Schedule 13D Cover - Page 2 1)Names of Reporting Persons Couphar Ltd. 2)Check the Appropriate Box if a Member of a Group Check Row 2(b) 3)SEC Use Only 4)Sources of Funds OO 5)Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) None 6)Citizenship or Place Of Organization Ontario, Canada Number of Shares Beneficially Owned (Reference in Each Case is to Cascade Corporation Common Shares for which Preferred Shares of a Cascade Corporation subsidiary held by Couphar Ltd may be exchanged) (7) Sole Voting Power - 0 (8) Shared Voting Power - 1,100,000 (9) Sole Dispositive Power - 0 (10) Shared Dispositive Power - 1,100,000 11)Aggregate Amount Beneficially Owned by Each Reporting Person Couphar Ltd. - 1,100,000 Shares 12)Check if the Aggregate Amount in Row (11) Excludes Certain Shares No 13)Percent of Class Represented By Amount in Row (11) 8.6% 14)Type of Reporting Person CO Cover - Page 2 1)Names of Reporting Persons W.J. Harrison Holdings Ltd. 2)Check the Appropriate Box if a Member of a Group Check Row 2(b) 3)SEC Use Only 4)Sources of Funds OO 5)Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) None 6)Citizenship or Place of Organization Ontario, Canada Number of Shares Beneficially Owned (7) Sole Voting Power - 5,000 (8) Shared Voting Power - 1,100,000 (9) Sole Dispositive Power - 5,000 (10) Shared Dispositive Power - 1,100,000 11)Aggregate Amount Beneficially Owned by Each Reporting Person 1,105,000 ( includes 1,100,000 Cascade Corporation Common Shares for which Preferred Shares of a Cascade Corporation subsidiary held by Couphar Ltd. may be exchanged. W.J. Harrison Holdings Ltd. owns of record and beneficially 86% of the outstanding shares of Couphar Ltd.) 12)Check if the Aggregate Amount in Row (11) Excludes Certain Shares No 13)Percent of Class Represented By Amount in Row (11) 8.6% 14)Type of Reporting Person CO Cover - Page 2 1)Names of Reporting Persons W.J. Harrison 2)Check the Appropriate Box if a Member of a Group Check Row 2(b) 3)SEC Use Only 4)Sources of Funds 00 5)Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) None 6)Citizenship or Place of Organization Ontario, Canada Number of Shares Beneficially Owned (7) Sole Voting Power - 5,000 (8) Shared Voting Power - 1,105,000 (9) Sole Dispositive Power - 5,000 (10) Shared Dispositive Power - 1,105,000 11)Aggregate Amount Beneficially Owned by Each Reporting Person 1,110,000 ( includes 1,100,000 Cascade Corporation Common Shares for which Preferred Shares of a Cascade Corporation subsidiary held by Couphar Ltd. may be exchanged. W.J. Harrison Holdings Ltd. owns of record and beneficially 86% of the outstanding shares of Couphar Ltd. W.J. Harrison owns of record and beneficially 100% of the outstanding shares of W.J. Harrison holdings.) 12)Check if the Aggregate Amount in Row (11) Excludes Certain Shares No 13)Percent of Class Represented By Amount in Row (11) 8.6% 14)Type of Reporting Person IN Item 1. Security and Issuer Securities Acquired: Preferred Shares of Cascade (Canada) Holdings, Inc., a subsidiary of Cascade Corporation (Preferred Shares), which are exchangeable, share for share, for Cascade Corporation common shares (Common Stock). Issuer (Common Stock): Cascade Corporation Principal Executive Offices: 2020 S.W. Fourth Avenue, Suite 600 Portland, Oregon 97201 Item 2. Identity and Background (a) This schedule is being filed jointly by the following reporting persons ("Reporting Persons") pursuant to an Agreement of Joint Filing attached hereto as Exhibit A: (i) Couphar Ltd., a privately held Ontario, Canada corporation the principal business of which is to hold investments. (ii) W.J. Harrison Holdings Ltd., a privately held Ontario, Canada corporation the principal business of which is to hold investments, which holds 86% of the outstanding shares of Couphar Ltd. (iii) William J. Harrison, sole shareholder, President and sole director of W.J. Harrison Holdings Ltd., and president and a director of Couphar Ltd. Mr. Harrison's principal employment is Executive Vice President of Cascade Corporation and President and Chief Executive Officer of its subsidiary, Kenhar Corporation. (b), (c) and (f) Each of the Reporting Persons has a business address of 27 Fox Run Drive, RR#3 Guelph, Ontario, Canada, N1H 6N9 (d) No events have occurred which would require reporting under this provision. (e) No events have occurred which would require reporting under this provision. Item 3. Sources of Funds or Other Consideration The Preferred Shares exchangeable into Common Stock were acquired in partial consideration for sale of all outstanding shares of Kenhar Corporation, an Ontario corporation, to Cascade Corporation. Couphar, Ltd. was a Kenhar Corporation shareholder. Item 4. Purpose of the Transaction See response to Item 3 above. Cascade Corporation has agreed to include William J. Harrison as a nominee for election as director on slates of management nominees presented to shareholders through March 10, 2000. Except as stated, the Reporting Persons have no plans or proposals that relate to or would result in any of the events set forth in items 4(a) through (j). The Reporting Persons, subject to the agreements described in Item 6 below, reserve the right to purchase additional shares of Common Stock or dispose of Common Stock acquired upon the exercise of Couphar Ltd. exchange rights in the open market, in privately negotiated transactions, via underwritten offerings, or in any other lawful manner in the future and to take whatever action with respect to the Reporting Persons' holdings of Common Stock they deem to be in their best interests. Item 5. Interest in Securities of the Issuer (a) Shares beneficially owned by the Reporting Persons held by Couphar Limited would represent 8.6% of the Common Stock, assuming all Preferred Shares are exchanged for Common Stock. (b) Voting and Dispositive Powers are held as follows: Sole Voting Power: W.J. Harrison/Harrison Holdings, Ltd. 10,000 Shares Common Stock Shared Voting Power: 1,100,000 Shares (assuming exchange of Preferred Shares for Common Stock). Sole Dispositive Power W.J. Harrison/Harrison Holdings, Ltd. 10,000 Shares Common Stock Couphar Ltd., 1,100,000 Shares Shared Dispositive Power None (c) Transactions in Shares None (d) Mr. William J. Harrison, as sole shareholder of W.J. Harrison Holdings, Inc., controlling shareholder of Couphar Ltd. has indirect power to direct receipt of dividends from, or the proceeds from the sale of, Preferred Shares, and of Common Stock for which Preferred Shares may be exchanged. He, and W.J. Harrison Holdings, Inc., may be considered beneficial owners of Cascade (Canada) Holdings, Inc. exchangeable preferred shares owned by Couphar, Inc. (e) Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. On March 11, 1997, Couphar Ltd. entered into an agreement with the Robert C. and Nani S. Warren Revocable Trust (the Trust) owner of 1,654,492 shares Common Stock, or 13% of those outstanding, to vote Preferred Shares and Common Stock held by it in favor of any slate of directors presented for a shareholder vote by Cascade Corporation management through March 10, 2000. The Trust agreed to vote Common Stock it holds in favor of any slate of directors presented for a shareholder vote by Cascade Corporation management through March 10, 2000, which includes William J. Harrison as a candidate for election as director. The Trust further agreed to vote its Common Stock in favor of an amendment to the Articles of Incorporation of Cascade Corporation to be presented to shareholders at Cascade Corporation's May 13, 1997, annual meeting, intended to provide the 1,100,000 Preferred Shares held by Couphar, Ltd. with voting rights equivalent to those of Common Stock. The Preferred Shares are not entitled to vote at present. The Agreement is attached as Exhibit B. On March 11, 1997, Couphar Ltd. and Cascade Corporation entered into a Refusal Agreement under giving Cascade Corporation a right of first refusal applicable to certain sales by Couphar of Common Stock in excess of 110,000 shares in any 30- day period. A copy of the Refusal Agreement is attached as Exhibit C. On March 11, 1997, Couphar Ltd. and Cascade Corporatiojn entered into a Registration Rights Agreement under which Cascade Corporation agreed to register Common Stock received by Couphar Ltd. in exchange for Preferred Shares under the Securities Act of 1933. While William J. Harrison is a Cascade Corporation employee, the registration rights granted by the Agreement applies specifically to instances in which Rule 144 would not provide a safe harbor for sales of such Common Stock. In such cases, registration rights are limited to numbers of shares consistent with volume limitations which Rule 144 would impose if applicable. The Agreement also provides Couphar Ltd. an opportunity to offer Common Shares in connection with Cascade Corporation underwritten offerings of Common Stock, and provides that Cascade Corporation will assist in one registered underwriting of Common Stock owned by Couphar Ltd. In the event of William J. Harrison's death or the termination of his Cascade employment. A copy of the Registration Rights Agreement is attached as Exhibit D. A copy of provisions relating to the exchange of Preferred Shares for Common Stock is attached as Exhibit E. Item 7. Material to be Filed as Exhibits Exhibit A. Agreement of Joint Filing between Reporting Persons Exhibit B. Shareholders' Agreement Between the Trustees of the Robert C. and Nani S. Warren Revocable Trust and Couphar Ltd., dated March 11, 1997. Exhibit C. Refusal Agreement* Exhibit D. Registration Rights Agreement* Exhibit E. Exchangeable Share Provisions* *To Be Supplied by Amended Filing 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. This statement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. /s/ W. J. Harrison ---------------------------- W. J. Harrison 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. This statement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. COUPHAR LTD. By /s/ W.J. Harrison -------------------------- W.J. Harrison, President 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. This statement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. W.J. HARRISON HOLDINGS LTD. By /s/ W.J. Harrison ----------------------------- W.J. Harrison, President EX-99.A 2 EXHIBIT 99-A EXHIBIT A AGREEMENT OF JOINT FILING In accordance with Rule 13D-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them in a Statement on Schedule 13D and any and all amendments thereto, with respect to common shares of Cascade Corporation and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same Agreement. DATED this 21st day of March, 1997. COUPHAR LTD. W.J. HARRISON HOLDINGS LTD. By /S/W.J. Harrison By /S/W.J. Harrison -------------------------- ------------------------------ W.J. Harrison, President W.J. Harrison, President /S/W.J. Harrison ------------------------- W. J. Harrison EX-99.B 3 EXHIBIT 99-B SCHEDULE 13D - EXHIBIT B SHAREHOLDERS' AGREEMENT The Trustees ( Warren Trustees) of the Robert C. Warren and Nani Swigert Warren Revocable Trust (Trust) and Couphar Ltd.(Couphar) agree as follows: 1. PURPOSE Trust owns 1,654,592 shares of common stock of Cascade Corporation (Cascade). In connection with its acquisition of shares of Kenhar Corporation, Cascade has provided Couphar 1,100,000 Exchangeable Preferred shares of Cascade (Canada) Holdings, Inc., a corporation organized under the laws of the Province of Ontario (the Exchangeable Shares). Each Exchangeable Share may be exchanged for one share of Cascade common stock, pursuant to the provisions of such Exchangeable Shares. Cascade has agreed to present to its shareholders an amendment to its Articles of Incorporation permitting issuance to TD Trust Company, as trustee for Couphar (Couphar Trustee), of a Cascade preferred share which would grant the Couphar Trustee the right to cast votes equal to the number of Exchangeable Shares held by Couphar (on the record date for determining common shareholders eligible to vote) on matters presented to Cascade common shareholders for decision (the Special Voting Stock). This Agreement is intended to set forth the parties' understandings as to certain rights of the parties with respect to voting on certain matters presented to Cascade common shareholders, and as to certain sales of Cascade common shares by Warren Trustees. 2. DEFINITIONS For purposes of this Agreement, (a) "Common Shares" means shares of common stock of Cascade or any successor corporation; (b) "Couphar Common Shares" means at any time the number of Common Shares which Couphar would hold if all Exchangeable Shares were then exchanged for Common Shares (not including Common Shares acquired other than those acquired directly or indirectly through exchange of Exchangeable Shares or as a result of application of the provisions attached to the Exchangeable Shares in connection with Cascade's acquisition of the outstanding stock of Kenhar Corporation). (c) "Refusal Agreement" means an agreement of even date between Cascade and Couphar providing Cascade a right of first refusal in the event of certain 1-SHAREHOLDERS' AGREEMENT Couphar sales of Common Shares. (d) "Trust Shares" means at any time the number of Common Shares held by Warren Trustees as at such time. 3. VOTING OF SHARES (a) Warren Trustees will vote all Common Shares owned by the Trust in favor of any proposal included on a proxy submitted to shareholders by Cascade management prior to Cascade's May, 1997, Annual Meeting of Shareholders to amend Cascade's Articles of Incorporation to permit issuance of Special Voting Stock to Couphar Trustee. (b) Warren Trustees (i) will vote all Common Shares owned by the Trust in favor of any slate of candidates for election or re-election as directors included on a proxy submitted by Cascade management prior to any meeting of shareholders which includes William J. Harrison as a candidate, (ii) will not withhold the Trust's votes from William J. Harrison's candidacy, and (iii) in the event the proxy submitted to shareholders by Cascade management includes William J. Harrison individually as a candidate for election as a director, will vote all Common Shares owned by the Trust in favor of his election. (c) Couphar will, and will cause Couphar Trustee (i) to cast all votes Couphar or Couphar Trustee may be entitled to cast in favor of any slate of candidates for election or re-election as directors on a proxy submitted to shareholders by Cascade management prior to any meeting of shareholders, and (ii) to take all steps necessary to assure that such votes are not withheld from any such candidate. 4. UNDERWRITTEN OFFERING (a) Should Warren Trustees determine to offer Common Shares for public sale through an underwritten secondary offering, they shall provide Couphar written notice of such determination (which notice shall include the number of Common Shares proposed to be sold) and, if within 20 days following receipt of such notice, Couphar so requests in writing, shall include in such underwritten offering the number of Common Shares set forth in Couphar's request, subject to such limitations and restrictions as a lead underwriter or syndicate manager engaged by Warren Trustees may determine are necessary for orderly public distribution or to assure that inclusion of shares owned by Couphar will not be detrimental to the planned offering (in the event the total number of shares to be offered is reduced due to such limitation, the parties, respectively, shall bear such reduction in proportion to the total number of Common Shares and, in Couphar's case, Couphar Common Shares, owned by each. In the event there are other sellers, each seller shall bear such reduction in proportion to the total number of Common Shares and Couphar Common Shares owned by each. 2-SHAREHOLDERS' AGREEMENT (b) Couphar shall pay, and shall indemnify Warren Trustees for, the same proportion of expenses applicable to registration and sale of Common Shares under this Paragraph 4, including but not limited to filing fees; commissions; and legal, accounting, and underwriting fees and costs, as the number of shares offered by Couphar bears to the total number of shares being offered; however, if the registration is withdrawn or abandoned solely because of actions of Warren Trustees, Couphar shall not be liable for payment of expenses. (c) This Paragraph 4 shall not apply to offerings which include unissued or treasury shares being offered by Cascade. 5. PRIVATE PLACEMENT (a) Should Warren Trustees determine to sell Trust Shares in a transaction involving neither an underwritten offering nor a sale through a recognized securities exchange, they shall provide written notice to Couphar stating (i) the number of Trust Shares; (ii) the number of Trust Shares proposed to be sold; (iii) the proposed selling price, and (iv) the proposed method and terms of sale. Couphar may, upon written request delivered within 14 business days of such notice, require that Couphar Common Shares be included in such placement; however, the number of Couphar Common Shares to be included shall not exceed (as a proportion of the total Couphar Common Shares) the number of Trust Shares the notice by the Warren Trustees indicated the Trust intended to sell as a proportion of the total Trust Shares). (b) Any such sale shall be on price and other terms negotiated by the Warren Trustees, and with due regard for applicable legal obligations of the parties or either of them to holders of Common Shares as a group. (c) Legal and other expenses incurred by the Trust in connection with such negotiation shall be borne by the parties in proportion to proceeds received as a result of the sale. (d) Warren Trustees shall not complete a sale of Trust Shares under this paragraph unless the Common Shares which Couphar provided notice it wished to sell, has a right to sell, and tenders for sale hereunder, are purchased as a part of the sale. (e) Warren Trustees shall give Couphar notice of sales under this paragraph sufficient to enable Couphar to take the steps necessary to exchange Exchangeable Shares and obtain Common Shares to be included in such sale. 6. INAPPLICABILITY AND TERMINATION (a) This Agreement shall terminate and be of no further application at the earlier of 3-SHAREHOLDERS' AGREEMENT (i) three years from the date hereof or (ii) the date on which either Couphar or Warren Trustees own less than 250,000 Common Shares and Couphar Common Shares (as adjusted for stock dividends, splits, and similar events affecting all Common Shares); however, termination shall not affect obligations to complete transactions arising under Paragraph 4 or Paragraph 5 prior to termination. (b) This Agreement shall not apply to sales or transfers of shares in response to tender offers, consolidations, mergers, reorganizations or similar transactions in which all holders of Common Shares are provided the pro rata opportunity to sell or transfer shares on identical terms and conditions. 7. NOTICES All notices and other communications between the parties pursuant to the Agreement shall be in writing and shall be deemed to have been given if delivered personally or by confirmed facsimile to the parties at the following addresses or at such other address as such party may specify by like notice: (a) if to Warren Trustees at: 2020 S.W. Fourth Avenue, Suite 600 Portland, Oregon 97201-4998 Attention: Robert C. Warren, Jr. Facsimile: (503) 274-1705 with a copy (which shall not be notice) to: Newcomb, Sabin, Schwartz & Landsverk 111 S.W. Fifth Avenue, Suite 4040 Portland, Oregon 97204 Facsimile: (503) 228-5472 (b) If to Couphar at: 27 Fox Run Drive, RR #3 Guelph, Ontario N1H 6N9 with a copy (which shall not be notice) to: J.P. Dawson Aird & Berlis BCE Place 4-SHAREHOLDERS' AGREEMENT Suite 1800, Box 754 181 Bay Street Toronto, Canada M5J 2T9 Any notice or other communication delivered personally shall be deemed to have been given and received upon delivery thereof and if given by facsimile shall be deemed to have been given and received on the date of confirmation of transmission unless such day is not a business day in the nation in which received, in which case it shall be deemed to have been given and received upon the immediately following business day. 8. ASSIGNMENT (a) Couphar's rights and obligations hereunder shall extend to transferees or assignees of transfers permitted under the Refusal Agreement of even date between Couphar, William J. Harrison and Cascade. Such transferees or assignees shall agree in writing to be bound by this Agreement as a condition of transfer or assignment. Common Shares or Couphar Common Shares owned by all such transferees shall be aggregated for purposes of this Agreement. (b) Warren Trustees shall not transfer Common Shares to any Trust beneficiary unless and until such beneficiary shall agree in writing to assume the obligations of Warren Trustees hereunder as to such Common Shares. Common shares owned by all such transferees shall be aggregated for purposes of this Agreement. 9. CHOICE OF LAW This Agreement shall be governed by, and interpreted and applied in accordance with, the laws of the United States and the State of Oregon. 10. INTEGRATION AND MODIFICATION This Agreement represents the parties' entire agreement on the subject matter covered, and supersedes all prior agreements and understandings. Provisions of this /////// /////// ////// ////// 5-SHAREHOLDERS' AGREEMENT Agreement may be amended or its observance waived generally or in particular only by a written instrument duly executed by each of the parties (or, in the case of a waiver, the waiving party). DATED this 11th day of March, 1997. THE ROBERT C. WARREN AND COUPHAR LTD NANI SWIGERT WARREN REVOCABLE TRUST By /s/Nani Swigert Warren By /s/W.J. Harrison -------------------------------- ------------------------------ /s/C.C. Knudsen Its -------------------------------- ------------------------------ /s/Jack B. Schwartz -------------------------------- /s/Robert C. Warren, Jr. -------------------------------- Warren Trustees In consideration of the Robert C. and Nani S. Warren Revocable Trust entering into the above Agreement, the undersigned sole shareholder of Couphar Ltd. hereby guarantees full performance by Couphar of its obligations hereunder. /s/W.J. Harrison ------------------------------ William J. Harrison 6-SHAREHOLDERS' AGREEMENT -----END PRIVACY-ENHANCED MESSAGE-----