sc13d

-----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, U5U/KN79GS5KVVHSN5z8NEvLdukSl4VESnA3vZWIa90cQB2M5iZoMg8m/ob/V2QY 3ka1P9Uh+2ieMsx88ohOEw== 0000950133-02-002780.txt : 20020806 0000950133-02-002780.hdr.sgml : 20020806 20020805171436 ACCESSION NUMBER: 0000950133-02-002780 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020805 GROUP MEMBERS: CARLSON OFFSHORE ADVISORS, LP GROUP MEMBERS: CLINT D. CARLSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROWN PACIFIC PARTNERS L P CENTRAL INDEX KEY: 0000930735 STANDARD INDUSTRIAL CLASSIFICATION: SAWMILLS, PLANNING MILLS, GENERAL [2421] IRS NUMBER: 931161833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46926 FILM NUMBER: 02719871 BUSINESS ADDRESS: STREET 1: 121 S W MORRISON ST STE 1500 CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 5032742300 MAIL ADDRESS: STREET 1: 121 SW MORRISON ST STREET 2: STE 1500 CITY: PORTLAND STATE: OR ZIP: 97204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARLSON CAPITAL L P CENTRAL INDEX KEY: 0001056973 IRS NUMBER: 752494317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 8173210213 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D 1 w62749sc13d.htm SCHEDULE 13D sc13d

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

______

SCHEDULE 13D
(Rule 13d-101)

Under the Securities Exchange Act of 1934

Crown Pacific Partners, L.P.

(Name of Issuer)

Common Units representing limited partner interests

(Title of Class of Securities)

228439 10 5

(CUSIP number)

Howard B. Adler, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
(202) 955-8589

(Name, address and telephone number of person
authorized to receive notices and communications)

July 25, 2002

(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 (“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. 228439 10 5		13D	Page 2 of 10 Pages



1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

	Carlson Capital, L.P.	I.R.S. Identification No. 75-249-4317


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) [ ]
			(b) [X]

3	SEC USE ONLY


4	SOURCE OF FUNDS*

	WC


5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ]


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF	7	SOLE VOTING POWER

SHARES		0

BENEFICIALLY	8	SHARED VOTING POWER

OWNED BY		1,650,800

EACH	9	SOLE DISPOSITIVE POWER

REPORTING		0

PERSON	10	SHARED DISPOSITIVE POWER

WITH		1,650,800



11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,650,800

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[ ]


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.41%

14	TYPE OF REPORTING PERSON*

	IA, PN


CUSIP No. 228439 10 5		13D	Page 3 of 10 Pages



1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

	Carlson Offshore Advisors, L.P.	I.R.S. Identification No. 75-273-3266


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) [ ]
			(b) [X]

3	SEC USE ONLY


4	SOURCE OF FUNDS*

	WC


5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ]


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF	7	SOLE VOTING POWER

SHARES		0

BENEFICIALLY	8	SHARED VOTING POWER

OWNED BY		1,650,800

EACH	9	SOLE DISPOSITIVE POWER

REPORTING		0

PERSON	10	SHARED DISPOSITIVE POWER

WITH		1,650,800



11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,650,800

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[ ]


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.41%

14	TYPE OF REPORTING PERSON*

	IA, PN


CUSIP No. 228439 10 5		13D	Page 4 of 10 Pages



1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

	Clint D. Carlson	Social Security No. ____


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) [ ]
			(b) [X]

3	SEC USE ONLY


4	SOURCE OF FUNDS*

	PF


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 OF AMERICA


NUMBER OF	7	SOLE VOTING POWER

SHARES		5,000

BENEFICIALLY	8	SHARED VOTING POWER

OWNED BY		1,650,800

EACH	9	SOLE DISPOSITIVE POWER

REPORTING		5,000

PERSON	10	SHARED DISPOSITIVE POWER

WITH		1,650,800



11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[X]


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.02%

14	TYPE OF REPORTING PERSON*

	IN

Item 1. Security and Issuer

This statement on Schedule 13D relates to Common Units (the “Common Units”), of Crown Pacific Partners, L.P., a Delaware limited partnership (the “Issuer”). The address of the principal executive office of the Issuer is 121 SW Morrison Street, Suite 1500, Portland, Oregon.

Item 2. Identity and Background

This statement on Schedule 13D is filed by Carlson Capital, L.P., a Delaware limited partnership, and Carlson Offshore Advisors, L.P., a Delaware limited partnership (the “Partnership Reporting Persons”) and Clint D. Carlson, an individual (together with the Partnership Reporting Persons, the “Reporting Persons”). The business address of each Reporting Person is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201.

The Partnership Reporting Persons act as investment adviser and/or general partner to several private investment funds and managed accounts that are the ultimate beneficial owners of the 1,650,800 units to which this statement relates. No such investment fund or managed account for which the Partnership Reporting Persons act as investment adviser and/or general partner owns 5% or more of the outstanding Common Units.

The general partner of each Partnership Reporting Person is Asgard Investment Corp., a Delaware corporation, whose business and principal offices are located at 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. The officers of Asgard Investment Corp. are as follows: Clint D. Carlson, President, and Nancy Carlson, Treasurer and Secretary. The sole director of Asgard Investment Corp. is Clint D. Carlson. The business address of both Clint D. Carlson and Nancy Carlson is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. The present occupation of Clint D. Carlson is President of Asgard Investment Corp. and Chief Executive Officer of Carlson Capital, L.P. The present occupation of Nancy Carlson is Secretary and Treasurer of Asgard Investment Corp. and Secretary of Carlson Capital, L.P. Both Clint D. Carlson and Nancy Carlson are U.S. citizens.

During the last five years, none of the Reporting Persons, Asgard Investment Corp., or Nancy Carlson has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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.

The filing of this statement on Schedule 13D by the Reporting Persons shall not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13(d) of the Act, the beneficial owners of any securities covered by this statement on Schedule 13D, and each Reporting Person disclaims such beneficial ownership.

Item 3. Source and Amount of Funds or Other Consideration

All of the Common Units of the Issuer deemed beneficially held by the Partnership Reporting Persons were purchased with the working capital of the investment funds and

managed accounts directed by the Partnership Reporting Persons. All of the Common Units of the Issuer deemed beneficially held by the investment funds or managed accounts to which the Partnership Reporting Persons act as investment adviser and/or general partner were purchased with the working capital of these investment funds or managed accounts.

Item 4. Purpose of Transaction

All Common Units held by the Reporting Persons are being held for investment purposes. Subject to economic considerations and market conditions, the Reporting Persons may, from time to time, acquire additional Common Units in the open market or in privately negotiated transactions or may dispose of such securities or the securities they presently own in the open market or in private transactions. The Reporting Persons may engage in activities intended to influence the business strategy or management of the Issuer.

The Partnership Reporting Persons acquired beneficial ownership of the Common Units through direct market purchases of Common Units.

Except as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the events, actions or conditions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer


(a)		This statement on Schedule 13D relates to (i) 1,650,800 Common Units deemed beneficially owned by the Partnership Reporting Persons, which constitutes approximately 5.41% of the issued and outstanding Common Units; and (ii) 5,000 Common Units deemed beneficially owned individually by Clint D. Carlson, which constitutes approximately 0.02% of the issued and outstanding Common Units, and which together with the 1,650,800 Common Units that Clint D. Carlson may be deemed to beneficially own but to which he has disclaimed beneficial ownership constitutes approximately 5.42% of the issued and outstanding Common Units.
(b)		The Partnership Reporting Persons and Clint D. Carlson have shared voting and dispositive power with respect to 1,650,800 Common Units. Clint D. Carlson has sole voting and dispositive power with respect to 5,000 Common Units.
(c)		Within the past 60 days, accounts of or managed by the Reporting Persons purchased and sold Common Units on the dates, in the amounts and at the prices set forth on Exhibit A annexed hereto and incorporated by reference herein.
(d)		The private investment funds and managed accounts for which the Partnership Reporting Persons serve as investment adviser and/or general partner and for whose accounts the Common Units is held, have the right to receive dividends from or proceeds from the sale of the Common Units.
(e)		Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Except as set forth above in Item 2, there exist no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities, finders’ 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.

Item 7. Material to be Filed as Exhibits


Exhibit A:		Transactions in Common Units Within Past 60 Days.

Exhibit B		Joint Filing Agreement

SIGNATURES

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: August 5, 2002
		CARLSON CAPITAL, L.P.
		CARLSON OFFSHORE ADVISORS, L.P.

		/s/ CLINT D. CARLSON
		By: Clint D. Carlson, President of the General Partner

		CLINT D. CARLSON, an individual

		/s/ CLINT D. CARLSON
		By: Clint D. Carlson

8 EX-99.A 3 w62749exv99wa.htm TRANSACTIONS IN COMMON UNITS exv99wa

EXHIBIT A

Transactions in Common Units
Within Past 60 Days


Trade Type	Trade Date	Quantity		Price ($)

BUY	June 7, 2002		880	$5.029 per share
BUY	June 7, 2002		16,480	$5.029 per share
BUY	June 7, 2002		2,640	$5.029 per share
BUY	June 13, 2002		405	$5.000 per share
BUY	June 13, 2002		7,790	$5.000 per share
BUY	June 13, 2002		1,485	$5.000 per share
BUY	June 13, 2002		1,020	$5.000 per share
BUY	June 14, 2002		735	$4.945 per share
BUY	June 14, 2002		14,055	$4.945 per share
BUY	June 14, 2002		2,675	$4.945 per share
BUY	June 14, 2002		1,835	$4.945 per share
BUY	June 17, 2002		760	$4.700 per share
BUY	June 17, 2002		14,565	$4.700 per share
BUY	June 17, 2002		2,775	$4.700 per share
BUY	June 17, 2002		1,900	$4.700 per share
BUY	July 3, 2002		760	$4.550 per share
BUY	July 3, 2002		14,565	$4.550 per share
BUY	July 3, 2002		2,775	$4.550 per share
BUY	July 3, 2002		1,900	$4.550 per share
BUY	July 8, 2002		495	$4.500 per share
BUY	July 8, 2002		9,465	$4.500 per share
BUY	July 8, 2002		1,805	$4.500 per share
BUY	July 8, 2002		1,235	$4.500 per share
BUY	July 9, 2002		445	$4.500 per share
BUY	July 9, 2002		8,520	$4.500 per share
BUY	July 9, 2002		1,625	$4.500 per share
BUY	July 9, 2002		1,110	$4.500 per share
BUY	July 10, 2002		385	$4.500 per share
BUY	July 10, 2002		3,475	$4.500 per share
BUY	July 10, 2002		4,340	$4.500 per share
BUY	July 11, 2002		30	$4.300 per share
BUY	July 11, 2002		575	$4.300 per share
BUY	July 11, 2002		120	$4.300 per share
BUY	July 11, 2002		75	$4.300 per share
BUY	July 12, 2002		1,150	$4.293 per share
BUY	July 12, 2002		21,425	$4.293 per share
BUY	July 12, 2002		4,625	$4.293 per share
BUY	July 12, 2002		2,800	$4.293 per share
BUY	July 15, 2002		620	$4.300 per share
BUY	July 15, 2002		11,640	$4.300 per share
BUY	July 15, 2002		2,350	$4.300 per share
BUY	July 15, 2002		1,690	$4.300 per share
BUY	July 22, 2002		1,530	$3.831 per share
BUY	July 22, 2002		28,565	$3.831 per share
BUY	July 22, 2002		5,795	$3.831 per share
BUY	July 22, 2002		3,745	$3.831 per share


Trade Type	Trade Date	Quantity		Price ($)

BUY	July 22, 2002		365	$3.831 per share
BUY	July 23, 2002		1,530	$3.725 per share
BUY	July 23, 2002		28,565	$3.725 per share
BUY	July 23, 2002		5,795	$3.725 per share
BUY	July 23, 2002		3,745	$3.725 per share
BUY	July 23, 2002		365	$3.725 per share
BUY	July 24, 2002		765	$3.591 per share
BUY	July 24, 2002		14,285	$3.591 per share
BUY	July 24, 2002		3,000	$3.591 per share
BUY	July 24, 2002		1,950	$3.591 per share
BUY	July 24, 2002		30,985	$3.400 per share
BUY	July 24, 2002		577,510	$3.400 per share
BUY	July 24, 2002		117,240	$3.400 per share
BUY	July 24, 2002		75,865	$3.400 per share
SELL	July 24, 2002		5,070	$3.430 per share
BUY	July 24, 2002		195	$3.430 per share
BUY	July 24, 2002		3,655	$3.430 per share
BUY	July 24, 2002		745	$3.430 per share
BUY	July 24, 2002		475	$3.430 per share
BUY	July 24, 2002		575	$3.422 per share
BUY	July 24, 2002		10,810	$3.422 per share
BUY	July 24, 2002		2,195	$3.422 per share
BUY	July 24, 2002		1,420	$3.422 per share
BUY	July 25, 2002		5,650	$3.300 per share
BUY	July 25, 2002		105,330	$3.300 per share
BUY	July 25, 2002		21,385	$3.300 per share
BUY	July 25, 2002		13,835	$3.300 per share
BUY	July 25, 2002		680	$3.265 per share
BUY	July 25, 2002		12,680	$3.265 per share
BUY	July 25, 2002		2,575	$3.265 per share
BUY	July 25, 2002		1,665	$3.265 per share
BUY	July 26, 2002		1,545	$3.191 per share
BUY	July 26, 2002		28,820	$3.191 per share
BUY	July 26, 2002		5,850	$3.191 per share
BUY	July 26, 2002		3,785	$3.191 per share
BUY	July 29, 2002		965	$3.198 per share
BUY	July 29, 2002		18,015	$3.198 per share
BUY	July 29, 2002		3,655	$3.198 per share
BUY	July 29, 2002		2,365	$3.198 per share
BUY	July 30, 2002		370	$3.200 per share
BUY	July 30, 2002		6,920	$3.200 per share
BUY	July 30, 2002		1,405	$3.200 per share
BUY	July 30, 2002		905	$3.200 per share
BUY	July 31, 2002		375	$3.300 per share
BUY	July 31, 2002		7,065	$3.300 per share
BUY	July 31, 2002		1,435	$3.300 per share
BUY	July 31, 2002		925	$3.300 per share
BUY	August 2, 2002		555	$3.234 per share
BUY	August 2, 2002		10,375	$3.234 per share
BUY	August 2, 2002		2,110	$3.234 per share
BUY	August 2, 2002		1,360	$3.234 per share

EX-99.B 4 w62749exv99wb.htm JOINT FILING AGREEMENT exv99wb

EXHIBIT B

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other, except to the extent that it knows or has reason to believe that such information is inaccurate.


Dated: August 5, 2002
		CARLSON CAPITAL, L.P.
		CARLSON OFFSHORE ADVISORS, L.P.

		/s/ CLINT D. CARLSON
		By: Clint D. Carlson, President of the General Partner

		CLINT D. CARLSON, an individual

		/s/ CLINT D. CARLSON
		By: Clint D. Carlson

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