-----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, CWBVkxx6ZgOL4Cdt71OeZu0zBueYo0S2smDpaf8gFgshf3a6yE1EcmNH0KME7SBN GquzS5rJThvHG6M9ZUwWmA== /in/edgar/work/20000710/0000912057-00-031202/0000912057-00-031202.txt : 20000712 0000912057-00-031202.hdr.sgml : 20000712 ACCESSION NUMBER: 0000912057-00-031202 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000710 GROUP MEMBERS: C. CALVERT KNUDSEN GROUP MEMBERS: JACK B. SCHWARTZ GROUP MEMBERS: NANI S. WARREN GROUP MEMBERS: ROBERT C. WARREN, JR. GROUP MEMBERS: SCHWARTZ JACK B 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/A SEC ACT: SEC FILE NUMBER: 005-42901 FILM NUMBER: 669604 BUSINESS ADDRESS: STREET 1: 2201 N.E. 201ST AVE. CITY: FAIRVIEW STATE: OR ZIP: 97024-9718 BUSINESS PHONE: 5036696300 MAIL ADDRESS: STREET 1: 2201 N.E. 201ST AVE CITY: FAIRVIEW STATE: OR ZIP: 97024-9718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHWARTZ JACK B CENTRAL INDEX KEY: 0001036049 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SUITE 4040, 111 S.W. FIFTH AVENUE CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 5032288446 SC 13D/A 1 sc13da.txt FORM 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) AMENDMENT NO. 1 Cascade Corporation - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.50 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 147195-10-1 - ------------------------------------------------------------------------------- (CUSIP Number) C. Calvert Knudsen, Jack B. Schwartz, Nani S. Warren, and Robert C. Warren, Jr. As Trustees of The Robert C. and Nani S. Warren Revocable Trust c/o Jack B. Schwartz, Trustee 111 S.W. Fifth Avenue, Suite 4040 Portland, Oregon 97204 (503) 228-8446 with a copy to: Robert J. Preston, Esq. Bonaparte, Elliott, Ostrander & Preston, P.C. 707 S.W. Washington Street, Suite 1500 Portland, Oregon 97205 (503) 224-2223 ---------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 5, 2000 ---------------------- (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(e), 13d-1(f) or 13d-1(g), check the following box. / / NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) 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, as amended ("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). - ------------------------------------------------------------------------------- CUSIP No. 147195-10-1 13D Page 2 of 16 Pages - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Nani S. Warren - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / / (b) /x/ - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: Not applicable - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): / / - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States --------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER: -0- BENEFICIALLY OWNED BY --------------------------------------------------- EACH REPORTING 8. SHARED VOTING POWER: 343,189(1) PERSON WITH --------------------------------------------------- 9. SOLE DISPOSITIVE POWER: -0- --------------------------------------------------- 10. SHARED DISPOSITIVE POWER: 1,974,381(1) - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,974,381(1) - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: / / - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.1%(2) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: IN - ------------------------------------------------------------------------------- (1) Based on beneficial ownership of shares of Common Stock of the Issuer as follows: (a) 1,631,192 shares by the Robert C. and Nani S. Warren Revocable Trust; (b) 128,394 shares by the Robert C. and Nani S. Warren Foundation; and (c) the following shares as to which Ms. Warren disclaims beneficial interest: 25,454 shares beneficially owned by Richard S. Anderson, 26,262 shares beneficially owned by Terry Cathey, and 163,079 shares beneficially owned by Robert C. Warren, Jr. See Item 5. (2) Based on 12,317,025 shares of Common Stock outstanding as of April 30, 2000. See Item 5. - ------------------------------------------------------------------------------- CUSIP No. 147195-10-1 13D Page 3 of 16 Pages - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Jack B. Schwartz - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / / (b) /x/ - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: Not applicable - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): / / - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States --------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER: 8,287 BENEFICIALLY OWNED BY --------------------------------------------------- EACH REPORTING 8. SHARED VOTING POWER: 343,189(1) PERSON WITH --------------------------------------------------- 9. SOLE DISPOSITIVE POWER: 8,287 --------------------------------------------------- 10. SHARED DISPOSITIVE POWER: 1,974,345(1) - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,982,658(1) - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: / / - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.1%(2) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: IN - ------------------------------------------------------------------------------- (1) Based on beneficial ownership of shares of Common Stock of the Issuer as follows: (a) 1,631,192 shares by the Robert C. and Nani S. Warren Revocable Trust; (b) 128,394 shares by The Robert C. and Nani S. Warren Foundation; (c) 2,500 shares under option grant; (d) 5,787 shares outright; and (e) the following shares as to which Mr. Schwartz disclaims beneficial interest: 25,454 shares beneficially owned by Richard S. Anderson, 26,262 shares beneficially owned by Terry Cathey, and 163,079 shares beneficially owned by Robert C. Warren, Jr. See Item 5. (2) Based on 12,317,025 shares of Common Stock outstanding as of April 30, 2000. See Item 5. - ------------------------------------------------------------------------------- CUSIP No. 147195-10-1 13D Page 4 of 16 Pages - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): C. Calvert Knudsen - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / / (b) /x/ - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: Not applicable - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): / / - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States --------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER: 10,687 BENEFICIALLY OWNED BY --------------------------------------------------- EACH REPORTING 8. SHARED VOTING POWER: 214,795(1) PERSON WITH --------------------------------------------------- 9. SOLE DISPOSITIVE POWER: 10,687 --------------------------------------------------- 10. SHARED DISPOSITIVE POWER: 1,845,951(1) - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,856,674(1) - ------------------------------------------------------------------------------- 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%(2) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: IN - ------------------------------------------------------------------------------- (1) Based on beneficial ownership of shares of Common Stock of the Issuer as follows: (a) 1,631,192 shares by the Robert C. and Nani S. Warren Revocable Trust; (b) 2,500 shares under option grant (c) 8,187 shares outright; and (d) the following shares as to which Mr. Knudsen disclaims beneficial interest: 25,454 shares beneficially owned by Richard S. Anderson, 26,262 shares beneficially owned by Terry Cathey, and 163,079 shares beneficially owned by Robert C. Warren, Jr. See Item 5. (2) Based on 12,317,025 shares of Common Stock outstanding as of April 30, 2000. See Item 5. - ------------------------------------------------------------------------------- CUSIP No. 147195-10-1 13D Page 5 of 16 Pages - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Robert C. Warren, Jr. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / / (b) /x/ - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: Not applicable - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): / / - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States --------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER: 1,776,671(1) BENEFICIALLY OWNED BY --------------------------------------------------- EACH REPORTING 8. SHARED VOTING POWER: 69,316(1) PERSON WITH --------------------------------------------------- 9. SOLE DISPOSITIVE POWER: 145,479(1) --------------------------------------------------- 10. SHARED DISPOSITIVE POWER: 1,700,508(1) - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,845,987(1) - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: /x/ - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 15.0%(2) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: IN - ------------------------------------------------------------------------------- (1) Based on beneficial ownership of shares of Common Stock of the Issuer as follows: (a) 1,631,192 shares by the Robert C. and Nani S. Warren Revocable Trust; (b) 31,600 shares as trustee or co-trustee of trusts for family members; (c) 40,701 shares under option grant; (d) 90,778 shares held directly or indirectly by Mr. Warren; (e) 25,454 shares owned beneficially by Richard S. Anderson; and (f) 26,262 shares owned beneficially by Terry H. Cathey. See Item 5. 1,200 shares owned by Mr. Warren's spouse, as to which he disclaims beneficial interest, are not included. (2) Based on 12,317,025 shares of Common Stock outstanding as of April 30, 2000. See Item 5. Item 1. SECURITY AND ISSUER. Pursuant to Rule 13-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Statement on Schedule 13D, dated March 10, 1997 (the "Schedule 13D"), relating to shares of common stock, par value $0.50 per share (the "Common Stock"), of Cascade Corporation, an Oregon corporation ("Issuer"). This Statement constitutes Amendment No. 1 to the Schedule 13D. Unless otherwise indicated herein, all capitalized terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. Unless otherwise indicated herein, there are no material changes to the information set forth in the Schedule 13D. The principal executive offices of Issuer are located at 2201 N.E. 201st Avenue, Fairview, Oregon 97024. Item 2. IDENTITY AND BACKGROUND, is hereby amended and restated in its entirety as follows: This amended schedule is being filed by the following persons each of whom are Trustees of the Robert C. and Nani S. Warren Revocable Trust (Trust), a trust organized under the laws of the State of Washington, which holds 1,631,192 shares of common stock of the Issuer. The Trustees are filing this Amendment because, as described in Item 4 below, on July 5, 2000, the Trust entered into a Letter of Understanding with CHS Oregon Acquisition Corp. (Acquisition Corp.), a Delaware Corporation, Code, Hennessy & Simmons IV L.P. (CHS IV), a Delaware limited partnership, and Robert C. Warren, Richard S. Anderson, and Terry H. Cathey individually (Management) which is attached to this filing as Exhibit 2. Among other provisions, the Letter of Understanding (a) requires that the Trust not engage in discussions, agreements or understandings, or participate in any business combination involving the acquisition or disposition of equity other than as the parties may contemplate; (b) imposes certain restrictions on transfers of shares of the Issuer by the Trust; (c)requires that shares of the Issuer owned by the Trust be voted in favor of transactions contemplated by the parties which may require approval of the Issuer's shareholders; and (d) requires the Trust not to enter into inconsistent arrangements or agreements. The Trust, together with Management and Acquisition Corp., CHS IV, and certain persons related to Acquisition Corp. and CHS IV, may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Act. Neither the present filing nor anything contained herein shall be construed as (i) an admission that the Trust, together with any of the Management Acquisition Corp., CHS IV, or persons related to Acquisition Corp or CHS IV, constitute a "person" or "group" for any purpose or (ii) an admission that the Trust is, for the purposes of Section 13(d) or 13(g) of the Act, beneficial owners of any of the securities owned by any party other than the Trust itself. Pursuant to Rule 13d-1(k)(2) under the Act, the Trust and Trustees are filing this Amendment to Schedule 13D on their own behalf and not on behalf of any other person. Attached hereto as Exhibit 1 is the statement made pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations under the Act. (a) (b) and (c) TRUSTEES (i) C. Calvert Knudsen, 602 -- 36th Avenue East, Seattle, Washington 98112; Director and Board Chairman of Issuer, Investor. (ii) Jack B. Schwartz, Suite 4040, 111 S.W. Fifth Avenue, Portland, Oregon 97204, Director of Issuer, Practicing Attorney and Partner, Newcomb Sabin Schwartz & Landsverk LLP, 111 S.W. Fifth Avenue, Suite 4040, Portland, Oregon 97204. (iii) Nani S. Warren, P.O. Box 671, Eastsound, Washington 98245, Trustee of the Trust. 6 (iv) Robert C. Warren, Jr., 2201 N.E. 201st Avenue, Fairview, Oregon 97024-9718, President, Chief Executive Officer and Director of Issuer. The address of the Trust is P.O. Box 671, Eastsound, Washington 98245. The following information has been provided by the persons identified: ACQUISITION CORP. Acquisition Corp. is a Delaware corporation, the principal business of which is the intended acquisition of the Issuer (as described in Item 4 below). The principal business and office address of Acquisition Corp. is 10 South Wacker Drive, Suite 3175, Chicago, Illinois 60606. Pursuant to Instruction C to Schedule 13D of the Act, certain information with respect to CHS IV, the sole stockholder of Acquisition Corp., is set forth below. Peter M. Gotsch is the sole director and President of Acquisition Corp. Mr. Warren is the Chief Executive Officer of Acquisition Corp. CHS IV CHS IV is a Delaware limited partnership, the principal business of which is private equity investments. The principal business and office address of CHS IV is 10 South Wacker Drive, Suite 3175, Chicago, Illinois 60606. Pursuant to Instruction C to Schedule 13D of the Act, certain information with respect to CHS Management, the general partner of CHS IV, is set forth below. CHS MANAGEMENT CHS Management is a Delaware limited partnership, the principal business of which is private equity investments. The principal business and office address of CHS Management is 10 South Wacker Drive, Suite 3175, Chicago, Illinois 60606. Pursuant to Instruction C to Schedule 13D of the Act, certain information with respect to CHS LLC, the general partner of CHS Management, is set forth below. CHS LLC CHS LLC is a Delaware limited liability company, the principal business of which is private equity investments. The principal business and office address of CHS LLC, is 10 South Wacker Drive, Suite 3175, Chicago, Illinois 60606. Pursuant to Instruction C to Schedule 13D of the Act, certain information with respect to the six partners of CHS LLC is set forth below. MR. CODE Andrew W. Code is a partner of CHS LLC. His principal business and office address is c/o CHS LLC, 10 South Wacker Drive, Suite 3175, Chicago, Illinois 60606. MR. HENNESSY Daniel J. Hennessy is a partner of CHS LLC. His principal business and office address is c/o CHS LLC, 10 South Wacker Drive, Suite 3175, Chicago, Illinois 60606. BRIAN P. SIMMONS Mr. Simmons is a partner of CHS LLC. His principal business and office address is c/o CHS LLC, 10 South Wacker Drive, Suite 3175, Chicago, Illinois 60606. PETER M. GOTSCH 7 Mr. Gotsch is a partner of CHS LLC. His principal business and office address is c/o CHS LLC, 10 South Wacker Drive, Suite 3175, Chicago, Illinois 60606. TOM J. FORMOLO Mr. Formolo is a partner of CHS LLC. His principal business and office address is c/o CHS LLC, 10 South Wacker Drive, Suite 3175, Chicago, Illinois 60606. JON S. VESELY Mr. Vesely is a partner of CHS LLC. His principal business and office address is c/o CHS LLC, 10 South Wacker Drive, Suite 3175, Chicago, Illinois 60606. MANAGEMENT PARTIES (i) Mr. Warren is President, Chief Executive Officer and a Director of the Issuer, and is a Trustee of the Trust. (ii) Mr. Anderson is Vice President--International of the Issuer. His business address is 2201 N.E. 201st Avenue, Fairview, Oregon 97024-9718. (iii) Mr. Cathey is Senior Vice President--Americas of the Issuer. His business address is 2201 N.E. 201st Avenue, Fairview, Oregon 97024-9718. (d) None of the Trustees have, and the Trustees have been advised by Management, Acquisition Corp., CHS IV, and the other individuals identified in this Item 2 that none of them have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Trustees have, and the Trustees have been advised by Management, Acquisition Corp., CHS IV, and the other individuals identified in this Item 2 that none of them have, during the last five years, 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 laws. (d) The Trust is a Washington entity. The Trust has been advised that Acquisition Corp., CHS IV, CHS Management and CHS LLC are all Delaware entities. All of the Trustees are citizens of the United States. The Trust has been advised by Management and the other individuals identified in this Item 2 that they are citizens of the United States. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION, is hereby amended and restated in its entirety as follows: The Trustees acquired the shares owned by the Trust March 10, 1997, when they accepted designation as Trustees of the Robert C. and Nani S. Warren Revocable Trust. Item 4. PURPOSE OF TRANSACTION, is hereby amended and restated in its entirety as follows: As described in the Letter of Understanding, Acquisition Corp. intends to propose a Transaction pursuant to which the stockholders of the Issuer, other than Management and the Trust with respect to 8 certain shares, would receive cash for their outstanding shares of Issuer common stock (as well as options, warrants or other rights to acquire Issuer common stock). Management would contribute their Issuer Common Stock into Acquisition Corp. in exchange for equity in Acquisition Corp. The Trust would contribute a significant portion of its Issuer Common Stock into Acquisition Corp. in exchange for equity in Acquisition Corp. In connection with the Transaction, the Issuer would become wholly-owned by Acquisition Corp., delisted from the New York Stock Exchange and deregistered under the Act. As an inducement for CHS IV and Acquisition Corp. to enter into the Letter of Understanding, Management and the Trust agreed (i) to voting agreements and restrictions on transfer described in Item 3 above, (ii) that CHS IV and Management would reasonably cooperate in jointly proposing the terms and conditions of the Transaction to the Issuer's directors, and (iii) to use good faith in drafting and negotiating the transactions contemplated by the Transaction. As noted in the Letter of Understanding, except for the provisions noted in this Item 4 regarding exclusivity, the agreement to vote and submission to the Issuer's board of directors, as well as certain other provisions regarding confidentiality, the bearing of costs, and matters concerning governing law and attorneys fees, the terms of the Letter of Understanding are nonbinding. A definitive Transaction will require the negotiation of the economic terms of and legal documentation regarding the Transaction (which would include customary covenants, representations, warranties, conditions and other provisions normal to such documentation), the securing of financing arrangements and the completion of due diligence of the Issuer by Acquisition Corp. Any transaction would also be subject to a number of conditions, which would most likely include stockholder approval. There is no assurance that the Transaction will be consummated. Other than as described in this Item 4, the Trust does not have, and the Trustees have been informed by Management, Acquisition Corp., CHS IV, and the other individuals identified in Item 2 to this Schedule 13D that none of them have, any plans or proposals which relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although they reserve the right to develop such plans). The information set forth in this Item 4 is qualified in its entirety by reference to the Letter of Understanding which is attached hereto as Exhibit 2 and expressly incorporated herein by reference. Item 5. INTEREST IN SECURITIES OF THE ISSUER, is hereby amended and restated in its entirety as follows: Each of the calculations in this Item 5 are based on 12,239,890 shares of Common Stock outstanding as of April 30, 2000, as reported in the Issuer's most recent Schedule 14A, plus the issuance of 77,315 shares upon exercise of options by Management. As of April 30, 2000, 11,439,890 shares of Common Stock and one special voting share were outstanding. The share totals and percentage calculations below assume the conversion of 800,000 outstanding exchangeable shares issued by an Issuer subsidiary into a like number of shares of Common Stock. TD Trust Company holds the special voting share as trustee exchangeable shares and is entitled to cast 800,000 votes on matters presented to stockholders. Solely by virtue of the matters described in Item 4 above as a result of its entry into the Letter of Understanding, the Trustees, together with Management, Acquisition Corp. and CHS IV, and the other individuals identified in Item 2, may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Act and the Trustees may be deemed to have acquired beneficial ownership of the shares of Common Stock owned or deemed beneficially owned by the other parties. The Trustees disclaim beneficial ownership of any such shares of Common Stock. (a) REPORTING PERSONS 9 (i) Pursuant to Rule 13d-3 of the Act, Mr. Warren may be deemed to be the beneficial owner of 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. Of the 1,845,987 shares of Common Stock, Mr. Warren owns 131,479 shares individually (including 40,701 under option grant and shares held for his account by a 401(k) plan). In addition, Mr. Warren may be deemed to beneficially own 31,600 shares as trustee or cotrustee for various family members, 1,631,192 in his capacity as a Trustee of the Trust, 25,454 shares beneficially owned by Mr. Anderson, and 26,262 beneficially owned by Mr. Cathey. Mr. Warren disclaims beneficial ownership of the shares owned by Messrs. Anderson and Cathey. Mr. Warren's spouse owns 1,200 shares individually, as to which he disclaims beneficial interest. (ii) Pursuant to Rule 13d-3 of the Act, Mr. Knudsen may be deemed to be the beneficial owner of 1,856,674 shares of Common Stock, which constitutes approximately 15.1% of the outstanding shares of Common Stock. Of the 1,856,674 shares of Common Stock, Mr. Knudsen owns 10,687 individually, including 2,500 under option grant (such 10,687 shares are not subject to the Letter of Understanding). In addition, Mr. Knudsen may be deemed to beneficially own 1,631,192 shares in his capacity as a Trustee of the Trust, 25,454 shares beneficially owned by Mr. Anderson, 26,262 shares beneficially owned by Mr. Cathey, and 163,079 shares beneficially owned by Mr. Warren. Mr. Knudsen disclaims beneficial ownership of the shares held by Messrs. Anderson, Cathey, and Warren. (iii) Pursuant to Rule 13d-3 of the Act, Mr. Schwartz may be deemed to be the beneficial owner of 1,982,658 shares of Common Stock, which constitutes approximately 16.1% of the outstanding shares of Common Stock. Of the 1,982,658 shares of Common Stock, Mr. Schwartz owns 8,277 shares individually, including 2,500 under option grant, and may be deemed to beneficially own 128,394 shares in his capacity as a Director of the Robert C. and Nani S. Warren Foundation (such 8,277 and 128,394 shares are not subject to the Letter of Understanding), 1,631,192 shares in his capacity as a Trustee of the Trust, 25,454 shares beneficially owned by Mr. Anderson, 26,262 shares beneficially owned by Mr. Cathey, and 163,079 shares beneficially owned by Mr. Warren. Mr. Schwartz disclaims beneficial ownership of the shares held by Messrs. Anderson, Cathey and Warren. (iv) Pursuant to Rule 13d-3 of the Act, Ms. Warren may be deemed to be the beneficial owner of 1,974,381 shares of Common Stock, which constitutes approximately 16.0 % of the outstanding shares of Common Stock. Of the 1,974,381 shares of Common Stock, Ms. Warren may be deemed to beneficially own 128,394, shares in her capacity as a Director of the Robert C. and Nani S. Warren Foundation (such 128,394 shares are not subject to the Letter of Understanding), 1,631,192 shares in her capacity as Trustee of the Trust, 25,454 shares beneficially owned by Mr. Anderson, 26,262 shares beneficially owned by Mr. Cathey and 163,079 shares beneficially owned by Mr. Warren. Ms. Warren disclaims beneficial ownership of the shares held by Messrs. Anderson, Cathey and Warren. The following information was furnished to the Reporting Persons by the persons listed: ACQUISITION CORP. The aggregate number of shares of Common Stock that Acquisition Corp. may be deemed to beneficially own, pursuant to Rule 13d-3 of the Act, is 1,845,987 which constitutes approximately 15.1% of the outstanding shares of Common Stock, all of which are owned by the Trust or Management. Acquisition Corp. disclaims beneficial ownership of all such shares of Common Stock. CHS IV As the sole stockholder of Acquisition Corp., CHS IV may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. CHS IV disclaims beneficial ownership of all such shares of Common Stock. CHS MANAGEMENT As the general partner of CHS IV, CHS Management may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. CHS Management disclaims beneficial ownership of all such shares of Common Stock. 10 CHS LLC As the general partner of CHS Management, CHS LLC may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. CHS LLC disclaims beneficial ownership of all such shares of Common Stock. MR. CODE As a partner in CHS LLC, Mr. Code may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. Mr. Code disclaims beneficial ownership of all such shares of Common Stock. MR. HENNESSY As a partner in CHS LLC, Mr. Hennessy may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. Mr. Hennessy disclaims beneficial ownership of all such shares of Common Stock. MR. SIMMONS As a partner in CHS LLC, Mr. Simmons may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. Mr. Simmons disclaims beneficial ownership of all such shares of Common Stock. MR. GOTSCH As a partner in CHS LLC, Mr. Gotsch may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. Mr. Gotsch disclaims beneficial ownership of all such shares of Common Stock. MR. FORMOLO As a partner in CHS LLC, Mr. Formolo may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. Mr. Formolo disclaims beneficial ownership of all such shares of Common Stock. MR. VESELY As a partner in CHS LLC, Mr. Vesely may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. Mr. Vesely disclaims beneficial ownership of all such shares of Common Stock. MANAGEMENT 11 The Trustees have been advised by the Management of the following information with respect to the Management, with the exception of Mr. Warren, whose ownership is listed above in connection with his status as a Reporting Person: (i) Mr. Anderson may be deemed to be the beneficial owner of 1,845,987 shares of Common Stock which constitutes approximately 15.0% of the outstanding shares of Common Stock. Of the 1,845,987 shares of Common Stock, Mr. Anderson beneficially owns 25,454 shares indicudually, including 16,672 shares under option grant and shares held for his account by a 401(k) plan. In addition, Mr. Anderson may be deemed to beneficially own 1,631,192 shares held by the Trust, 26,262 shares beneficially owned by Mr. Cathey, and 163,079 shares beneficially owned by Mr. Warren. Mr. Anderson disclaims beneficial ownership of the shares held by the Trust, Mr. Cathey and Mr. Warren. (ii) Mr. Cathey may be deemed to be the beneficial owner of 1,845,987 shares of Common Stock which constitutes approximately 15.0% of the outstanding shares of Common Stock. Mr. Cathey beneficially owns 26,262 shares individually, including 19,762 shares under option grant. In addition, Mr. Cathey may be deemed to beneficially own 1,631,192 shares held by the Trust, 25,454 shares beneficially owned by Mr. Anderson, and 163,079 shares beneficially owned by Mr. Warren. Mr. Cathey disclaims beneficial ownership of the shares held by the Trust, Mr. Anderson, and Mr. Warren. (b) REPORTING PERSONS: (i) Mr. Warren has sole voting power with respect to 1,776,671 shares of Common Stock, shared voting power with respect to 17,600 shares, sole dispositive power with respect to 145,479 shares, and shared dispositive power with respect to 1,648,792 shares of Common Stock. In addition, Mr. Warren may be deemed to have shared voting and dispositive power over 51,716 shares, as to which he disclaims beneficial ownership. See Item 5(a). (ii) Mr. Knudsen has sole voting and dispositive power with respect to 10,687 shares of Common Stock, shared voting power with respect to zero shares of Common Stock and shared dispositive power with respect to 1,631,192 shares of Common Stock. In addition, Mr. Knudsen may be deemed to have shared voting and dispositive power over 214,795 shares, as to which he disclaims beneficial ownership. See Item 5(a). (iii) Mr. Schwartz has sole voting and dispositive power with respect to 8,287 shares of Common Stock, shared voting power with respect to 128,394 shares of Common Stock, and shared dispositive power with respect to 1,759,586 shares of Common Stock. In addition, Mr. Schwartz may be deemed to have shared voting and dispositive power over 214,795 shares, as to which he disclaims beneficial ownership. See Item 5(a). (iv) Ms. Warren has sole voting and dispositive power with respect to zero shares of Common Stock, shared voting power with respect to 128,394 shares of Common Stock, and shared dispositive power with respect to 1,759,586 shares of Common Stock. In addition, Ms. Warren may be deemed to have shared voting and dispositive power over 214,795 shares, as to which she disclaims beneficial ownership. See Item 5(a). ACQUISITION CORP. Acquisition Corp. may be deemed to have shared voting power and shared dispositive power with respect to 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. Acquisition Corp. disclaims beneficial ownership of such shares. CHS IV As the sole stockholder of Acquisition Corp., CHS IV may be deemed to have shared voting power and shared dispositive power with respect to 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. CHS IV disclaims beneficial ownership of such shares. CHS MANAGEMENT 12 As the general partner of CHS IV, CHS Management may be deemed to have shared voting power and shared dispositive power with respect to 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. CHS Management disclaims beneficial ownership of such shares. CHS LLC As the general partner of CHS Management, CHS LLC may be deemed to have shared voting power and shared dispositive power with respect to 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. CHS LLC disclaims beneficial ownership of such shares. MR. CODE As a partner of CHS LLC, Mr. Code may be deemed to have shared voting power and shared dispositive power with respect 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock . Mr. Code disclaims beneficial ownership of such shares. MR. HENNESSY As a partner of CHS LLC, Mr. Hennessy may be deemed to have shared voting power and shared dispositive power with respect 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. Mr. Hennessy disclaims beneficial ownership of such shares. MR. SIMMONS As a partner of CHS LLC, Mr. Simmons may be deemed to have shared voting power and shared dispositive power with respect 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. Mr. Simmons disclaims beneficial ownership of such shares. MR. GOTSCH As a partner of CHS LLC, Mr. Gotsch may be deemed to have shared voting power and shared dispositive power with respect 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. Mr. Gotsch disclaims beneficial ownership of such shares. MR. FORMOLO As a partner of CHS LLC, Mr. Formolo may be deemed to have shared voting power and shared dispositive power with respect to 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. Mr. Formolo disclaims beneficial ownership of such shares. MR. VESELY As a partner of CHS LLC, Mr. Vesely may be deemed to have shared voting power and shared dispositive power with respect 1,845,987 shares of Common Stock, which constitutes approximately 15.0% of the outstanding shares of Common Stock. Mr. Vesely disclaims beneficial ownership of such shares. 13 MANAGEMENT The Reporting Persons have been advised by Management of the following information with respect to the Management, with the exception of Mr. Warren, whose information is reported above in connection with his status as a Reporting Person: (i) Mr. Anderson has sole voting and dispositive power with respect to 25,454 shares of Common Stock and shared voting and dispositive power with respect to zero shares of Common Stock. In addition Mr. Anderson may be deemed to have shared voting and dispositive power over 1,820,533 shares as to which he disclaims beneficial ownership. See Item 5(a). (ii) Mr. Cathey has sole voting and dispositive power with respect to 26,262 shares of Common Stock and shared voting and dispositive power with respect to zero shares of Common Stock. In addition Mr. Cathey may be deemed to have shared voting and dispositive power over 1,820,533 shares as to which he disclaims beneficial ownership. See Item 5(a). (c) Except as set forth in Item 4 above, none of the Reporting Persons have, and the Reporting Persons have been advised by Management that none of Management have, effected any other transactions in Common Stock during the past sixty (60) days. (d) None of the Reporting Persons have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the securities of the Issuer acquired by the Reporting Persons as described in Item 5. The Reporting Persons have been advised by Management that no person other than Management has the right to receive, or the power to direct the receipt of , dividends from, or the proceeds from the sale of the shares of Common Stock beneficially owned by Management as described in above. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER, is hereby amended and restated in its entirety as follows: As described in Item 4 of this Schedule 13D, the Letter of Understanding (attached hereto as Exhibit 2) sets forth certain understandings between the Reporting Persons and Management with respect to a proposed, including the contemplated equity makeup, basic structure and governance provisions of Acquisition Corp. The Letter of Understanding also contains certain proposed terms with respect to confidentiality, agreement to vote, exclusivity, submissions to the Issuer Board of Directors, good faith negotiations, costs and governing law and attorney's fees. This summary of the Letter of Understanding is qualified in its entirety by reference to the Letter of Understanding (attached hereto as Exhibit 2). Except as set forth in this Schedule 13D, and except for the Joint Filing Agreement dated July 5, 2000 among the Reporting Persons attached as Exhibit 1 to this Schedule 13D, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the shares of Common Stock of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or power over the shares of Common Stock of the Issuer. Item 7. MATERIALS TO BE FILED AS EXHIBITS, is hereby amended and restated in its entirety as follows: Exhibit 1 Statement made pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. 14 Exhibit 2 Letter of Understanding dated July 5, 2000 by and between CHS Oregon Acquisition Corp., Code Hennessy & Simmons IV LP, CHS Management IV LP, Code Hennessy & Simmons LLC, Robert C. Warren, Jr., the Robert C. and Nani S. Warren Revocable Trust, Richard S. Anderson and Terry H. Cathey. Exhibit 3 Powers of Attorney 15 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: July 7, 2000 /s/ C. Calvert Knudsen* ----------------------------------- C. Calvert Knudsen /s/ Jack B. Schwartz ----------------------------------- Jack B. Schwartz /s/ Nani S. Warren* ----------------------------------- Nani S. Warren /s/ Robert C. Warren, Jr ----------------------------------- Robert C. Warren, Jr. By: /s/ Robert J. Preston ------------------------------ Robert J. Preston Attorney-in-Fact 16 EX-1 2 ex-1.txt EXHIBIT 1 EXHIBIT 1 Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of them. Dated: July 7, 2000 /s/ C. Calvert Knudsen* ----------------------------------- C. Calvert Knudsen /s/ Jack B. Schwartz ----------------------------------- Jack B. Schwartz /s/ Nani S. Warren* ----------------------------------- Nani S. Warren /s/ Robert C. Warren, Jr. ----------------------------------- Robert C. Warren, Jr. By: /s/ Robert J. Preston ----------------------------- Robert J. Preston Attorney-in-Fact EX-2 3 ex-2.txt EXHIBIT 2 EXHIBIT 2 LETTER OF UNDERSTANDING CHS OREGON ACQUISITION CORP. C/O CODE HENNESSY & SIMMONS IV LP 10 SOUTH WACKER DRIVE, SUITE 3100 CHICAGO, IL 60606 July 5, 2000 Robert C. Warren, Jr. Cascade Corporation P.O. Box 20187 Portland, Oregon 97294-0187 Dear Bob: Thank you for the opportunity to continue to communicate with you and your management team regarding Cascade Corporation (the "Company"). We are pleased to present this letter of understanding, which outlines our preliminary terms we would consider for the acquisition. As you know, Code Hennessy & Simmons IV LP ("CHS") is a fund with total capital commitments of $1.0 billion, and its parent, Code Hennessy & Simmons LLC, manages funds with a total of $1.5 billion of committed capital. Those funds have acquired over 47 platform and 117 total middle-market companies that design, manufacture and distribute a broad array of industrial and consumer products, as well as service businesses. The companies currently within the funds' portfolio have total annual revenues of approximately $3.3 billion. The funds limited partners include public and private employee pension funds, money management firms, insurance companies and high net worth individuals, and the fund's principals have developed an extensive network of relationships with financial institutions, consultants and other specialists. Based upon the due diligence CHS has completed to date, we would propose to form a venture with you, certain members of the Company's management ("Management"), and the Robert C. and Nani S. Warren Revocable Trust (the "Trust") to acquire 100% of the common stock (including any options, warrants or other rights to acquire common shares) of the Company (other than common stock rolled-over by the Trust and Management). CHS hereby proposes the following terms for the merger: CONSIDERATION - CHS, Management, the Trust and other selected investors would form a new entity ("Buyer") for the purpose of completing the acquisition. Buyer would acquire 100% of all classes of the Company's common stock other than common stock rolled-over by the Trust and Management (including any options, warrants or other rights to acquire common shares) for cash. FINANCING - The acquisition would be financed with a combination of senior and subordinated debt and Equity Securities. Management and the Trust would roll over a significant portion of their existing equity. For purposes of this letter, "Equity Securities" shall mean any or all of the following: common stock, preferred stock and junior subordinated debt issued by Buyer. - CHS, Management and the Trust would hold all the Equity Securities. CHS would acquire its Equity Securities for cash. Management and the Trust would roll over a significant portion of their existing equity in the Company as consideration for their Equity Securities. CHS would work with you to structure the investment in a tax efficient manner. - CHS is currently willing to commit up to $60.0 million of equity. CHS is confident that the amount of its, the Trust's and Management's contributions will enable Buyer to secure the necessary debt financing to consummate the acquisition and provide Buyer and the Company with adequate capitalization for their operations and to meet their obligations after closing. - CHS is prepared to invest additional equity capital in Buyer, after the initial acquisition, to take advantage of internal growth plans, complementary acquisitions and other corporate opportunities. All holders of the Equity Securities would have the right to co-invest, pro rata with CHS, in any subsequent investments in Buyer or any of its affiliates. MANAGEMENT EQUITY PROGRAM - Subject to adjustment based upon individual shareholder requirements, each of Management, the Trust and CHS would purchase the same relative percentages of the various Equity Securities. Except for certain employee specific considerations, all Equity Securities would have common terms. - For example, for each $1,000 invested by a Manager, he would receive Equity Securities consisting of Preferred Stock having a face amount of $950 and 50 shares of Common Stock having a value as of the Closing equal to $1.00 per share. These would be the same securities in the same proportion as those that CHS and the Trust would purchase. Preferred Stock would earn a dividend, compounded annually if not paid currently, which would be paid when and as declared by the Board of Directors or at maturity. Dividends on the Preferred Stock should not be taxable income to the holders thereof on a current basis (to the extent not paid in cash). The dividends would be taxable as current income when paid in cash. Except as otherwise required by applicable law, holders of the Common Stock would be entitled to one vote per share on all matters to be voted on by Buyer's stockholders. As and when dividends on Common Stock are declared by Buyer's Board of Directors, the holders of Common Stock would be entitled to participate in such dividends ratably on a per share basis. - On an as-needed basis, CHS would arrange mechanisms to assist a portion of a Manager's commitment to purchase Equity Securities for cash at closing. - In addition to the purchased equity, CHS contemplates a management incentive option program that would allow management to earn additional ownership in Buyer based on its performance. The option pool would include a number of shares of Common Stock equal to a percentage of shares of Common Stock in existence as of the closing of the transaction. The options would be available for grant at closing. On the closing date, a portion of a Manager's options will be vested. Additional annual vesting of the options will be based upon Buyer meeting certain performance targets. Vesting would be accelerated should Buyer be sold prior to the final date of vesting of the options, based upon the actual vesting of the options until that time. Options that do not vest in any one fiscal year would not be available to vest in subsequent years. Vested options would not be subject to forfeiture. The Buyer will use reasonable efforts to structure the option program in the most tax efficient manner possible. The Buyer may use forfeitable stock or a second class of stock to achieve this goal. - CHS would formulate appropriate bonus arrangements with managers and other employees on a basis consistent with prior practice of the Company. Bonuses would be based on a plan approved annually by Buyer's Board of Directors. Additional consideration would be payable to the Managers upon the sale of Buyer if certain financial performance targets were met. OTHER ISSUES - The Board of Directors of Buyer initially would include five members consisting of you, three directors nominated by CHS and an additional member nominated by you. A Director nominated by CHS would serve as Chairman. - Each Manager would be entitled to purchase his pro rata share (based on shares held) of any equity securities that the Company proposes to issue to CHS. Consistent with prior practice, CHS would cause Buyer to assist management with loans to finance such purchase. - Each Manager would be entitled to participate on a pro rata basis (based on shares held) with CHS in any registered public offering of Common Stock. - The usual investment horizon for CHS is 4-7 years. CHS has realized prior investments through public offerings, sales to strategic buyers and recapitalizations where management has partnered with another financial sponsor. BINDING PROVISIONS - EXCLUSIVITY: Upon execution of this letter until the earliest to occur of: (i) CHS, the Trust and Management determining they are unable to agree upon definitive documents regarding the acquisition; (ii) 9 months after the date hereof; (iii) thirty days have elapsed following the date upon which the Company's board of directors definitively rejects the Buyer's final proposal regarding the acquisition; and (iv) CHS agrees to earlier waive this restriction; such period, the "Exclusivity Period"), the Trust and Management (in their respective individual capacities and not in any capacity they have at the Company) will not (and will not cause any other person to, directly or indirectly) (1) engage in discussions regarding, (2) enter into agreements or understandings with any person or group, including the Company, concerning or (3) participate in any way in a business combination involving the acquisition or disposition of equity or a material portion of the assets of the Company, other than the transactions contemplated by the parties. - AGREEMENTS REGARDING SHARES: During the Exclusivity Period, Management agrees to vote all their holdings of Common Stock or other voting securities of the Company, and the Trustees of the Trust agree to vote all the Trust's holdings of Common Stock or other voting securities of the Company (in either case, in person or by proxy) in favor of the transactions contemplated by the parties which would require shareholder approval. The Trust's and Management's agreement to vote their shares includes an agreement to execute written consents in lieu of a meeting, and each of them agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this voting agreement. Management and the Trust also agree that, without the prior written consent of CHS, they will, during the Exclusivity Period, (i) not, directly or indirectly, sell, offer to sell, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement to sell, grant an option for or otherwise transfer or dispose of any of Management's securities or securities owned by the Trust in the Company that they own beneficially or otherwise, and (ii) agree to vote (or cause to be voted) such respective securities, against any action or transaction that would impede, interfere with or prevent the entry into agreements regarding or consummation of the transactions contemplated by the parties. Notwithstanding the foregoing, the Trust may transfer shares of Common Stock to any beneficiary of the Trust in accordance with the terms of the Trust, provided any such shares continue to be bound by the provisions of this letter. - CONFIDENTIALITY: Except as otherwise required by law or in the following paragraph or as may be disclosed by the parties in any Schedule 13D filing, the terms of the acquisition will be kept strictly confidential by the parties regarding persons other than their attorneys and accountants (under duties of confidentiality) unless the Trust, you, on behalf of Management, and CHS release or consent to the release of any such information. - SUBMISSION TO THE COMPANY BOARD: CHS, Management and the Trust will reasonably cooperate in determining the manner of proposing (jointly) the terms and conditions of the acquisition to the Company's Board of Directors and/or its Special Committee for its approval, including, without limitation, a break-up fee. - GOOD FAITH NEGOTIATION; COSTS: Each of CHS, Management and the Trust agree to use good faith and reasonable efforts to draft, negotiate and enter into the documents regarding the acquisition contemplated by the parties, which will be drafted by Altheimer & Gray. All costs incurred by CHS, Management, the Trust and their respective affiliates in negotiating and preparing this term sheet (including all attorneys' fees and costs relating thereto), and all other documentation relating thereto, would be borne by Buyer; provided, however Buyer will reimburse Management for customary fees and expenses related to the negotiation and execution of the executive securities agreements. Any break-up fee or similar payment payable to Buyer will first be used to pay the expenses incurred by each equity holder and Buyer in connection with the acquisition and, thereafter, distributed pro rata to its equity holders (provided, if Management participates in an alternative transaction involving the Company as a principal or significant equity participant pursuant to which the break-up fee is paid, 100% of the remaining portion of the break-up fee or similar payment, if any, would be distributed to CHS). - GOVERNING LAW/ATTORNEYS FEES: It is the intent of the parties hereto that all questions with respect to the construction of this letter and the rights and liabilities of the parties hereto would be determined in accordance with the provisions of the laws of the State of Illinois, except as otherwise provided herein. In any dispute among the parties hereto concerning this letter agreement, the prevailing party would be entitled to recover from the non-prevailing party the prevailing party's (and its affiliates) reasonable attorneys' fees and costs. To the extent permitted by applicable law, the parties hereby waive trial by jury. OTHER - This letter has been executed by you, not individually, but solely as a Trustee, in the exercise of the power and authority conferred upon and vested in you as such Trustee. It is expressly understood and agreed that nothing herein contained shall be construed as creating any liability on you as Trustee personally or any successor trustee, except if applicable Oregon law would otherwise provide, and that so far as the Trustee and your successors are concerned, every other party now or hereafter claiming any right under this Agreement or otherwise shall look solely to the assets from time to time held by the Trust for which you serve as Trustee. - The parties acknowledge that, for purposes of this letter, no limitation shall apply to any actions or decisions of any trustee of the Trust in his or her individual capacity (other than as a trustee of the Trust) or in his capacity as a director of the Company. - Please bear in mind that this letter is intended to summarize the basic terms under which CHS, Management and the Trust may be prepared to invest with each other in the acquisition and is not a binding commitment among CHS, the Trust and Management (other than the provisions of this and the prior paragraph, and under the heading entitled "Binding Provisions" relating to exclusivity, confidentiality, submission to the Company's Board, the agreements regarding shares, good faith negotiation, the bearing of costs and governing law/attorneys fees, all of which are intended to be binding agreements on the parties hereto and their respective successors and assigns and the provisions contained in this letter shall continue to be applicable to all holdings of Equity Securities or other voting securities after any transfer by any member of Management or the Trust). Upon any material breach of a binding provision of this letter by either CHS, on the one hand, or Management or Trust on the other hand, the non-breaching party shall have the right to immediately terminate this letter agreement upon which all further obligations of the parties hereto shall terminate, except that the terminating party's right to pursue all legal remedies in respect of such breach will survive such termination unimpaired. Moreover, this letter does not address all matters upon which agreement must be reached in order for the Transaction to be consummated, and except with respect to the items described in the preceding sentences, creates no rights in favor of any party. A binding commitment among CHS, the Trust and Management will only exist to the extent it is set forth in definitive agreements mutually agreed upon by such parties with respect to the transactions contemplated by the parties. [SIGNATURES SET FORTH ON THE FOLLOWING PAGE] If you are in agreement with the above, please execute and have the other members of Management and the Trust execute a copy of this letter and return a counterpart to us via fax and regular mail. CHS and Buyer are prepared to commit substantial time and resources to work with you to make an offer to the Board of Directors of the Company in an expeditious manner. If you need any additional information on Buyer or CHS or desire clarification on any point in this letter, please do not hesitate to contact us at (312) 876-1840. Sincerely, CHS OREGON ACQUISITION CORP. By: /s/ Peter M. Gotsch By: /s/ Danielle C. Cunningham ------------------------------ ----------------------------- Peter M. Gotsch, President Danielle C. Cunningham, Vice President AGREED TO AND ACKNOWLEDGED: CODE HENNESSY & SIMMONS IV LP By: CHS Management IV LP, its general partner By: Code Hennessy & Simmons LLC, its general partner By: /s/ Peter M. Gotsch By: /s/ Danielle C. Cunningham ------------------------------ ----------------------------- Peter M. Gotsch, Partner Danielle C. Cunningham, Associate /s/ Robert C. Warren, Jr. THE ROBERT C. AND NANI S. Robert C. Warren, Jr. WARREN REVOCABLE TRUST /s/ Richard S. Anderson By: /s/ Robert C. Warren, Jr. - ----------------------------------- ----------------------------- Richard S. Anderson Robert C. Warren, Jr., Trustee, solely as Trustee /s/ Terry H. Cathey By: /s/ Nani S. Warren - ----------------------------------- ----------------------------- Terry H. Cathey Nani S. Warren, Trustee, solely as Trustee By: /s/ Jack B. Schwartz ------------------------------ Jack B. Schwartz, Trustee, solely as Trustee By: /s/ C. Calvert Knudsen ------------------------------ C. Calvert Knudsen, Trustee, solely as Trustee EX-3.1 4 ex-3_1.txt EXHIBIT 3.1 EXHIBIT 3.1 POWER OF ATTORNEY The undersigned, C. Calvert Knudsen, has made, constituted and appointed, and by these presents does make, constitute and appoint, Robert J. Preston his true and lawful attorney-in-fact and agent, for him and in his name, place and stead to execute, acknowledge, deliver and file any and all filings required by Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to, Schedules 13D, hereby ratifying and confirming all that said attorney-in-fact and agent may do or cause to be done by virtue hereof. The validity of this Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorney-in-fact named herein. EXECUTED this 6 day of July, 2000 by C. Calvert Knudsen. /s/ C. Calvert Knudsen _______________________________________ STATE OF WASHINGTON ) COUNTY OF KING ) Subscribed and sworn to before me this 6th day of July, 2000. Cynthia P. Epsen ________________________________________ Notary Public My Commission expires: 8-29-2000 EX-3.2 5 ex-3_2.txt EXHIBIT 3.2 EXHIBIT 3.2 POWER OF ATTORNEY The undersigned, Nani S. Warren, has made, constituted and appointed, and by these presents does make, constitute and appoint, Robert J. Preston her true and lawful attorney-in-fact and agent, for her and in her name, place and stead to execute, acknowledge, deliver and file any and all filings required by Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to, Schedules 13D, hereby ratifying and confirming all that said attorney-in-fact and agent may do or cause to be done by virtue hereof. The validity of this Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorney-in-fact named herein. EXECUTED this 6th day of July, 2000 by Nani S. Warren. _______________________________________ Nani S. Warren STATE OF OREGON COUNTY OF MULTNOMAH On this 6 day of July, 2000 before me, James Goos, the undersigned Notary Public, personally appeared Nani S. Warren. Proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged that she executed it. WITNESS my hand and official seal. /s/ James Goos ________________________________________ -----END PRIVACY-ENHANCED MESSAGE-----