-----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, TEohj3CCa3kjxmt1RTYHO4qt3PIv67cNK1Ipyo7CngQZ0uxH+/9aL5mbdO76rXIl FSEn0JnbyV6iCkDKlha1iA== 0000891836-10-000128.txt : 20100719 0000891836-10-000128.hdr.sgml : 20100719 20100719171235 ACCESSION NUMBER: 0000891836-10-000128 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100719 DATE AS OF CHANGE: 20100719 GROUP MEMBERS: JAMES T. BOLGER GROUP MEMBERS: TWO-FORTY ASSOCIATES LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bolger David Fabius CENTRAL INDEX KEY: 0001357224 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: L'AMBIANCE II 435 STREET 2: L'AMBIANCE DRIVE UNIT J904 CITY: LONG BOAT KEY STATE: FL ZIP: 34228-3924 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE BANCORP CENTRAL INDEX KEY: 0000865911 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 931034484 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81598 FILM NUMBER: 10958872 BUSINESS ADDRESS: STREET 1: 1100 N W WALL ST STREET 2: P O BOX 369 CITY: BEND STATE: OR ZIP: 97709 BUSINESS PHONE: 5413856205 MAIL ADDRESS: STREET 1: 1100 NW WALL STREET STREET 2: P.O. BOX CITY: BEND STATE: OR ZIP: 97709 SC 13D/A 1 sc0076.htm AMENDMENT NO. 10 sc0076.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange of 1934
(Amendment No. 10)*
 
 
Cascade Bancorp
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
   147154108  
 
(CUSIP Number)
 
Mark J. Menting, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
July 15, 2010
 
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13-1(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 §240.13d-7 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).
 
 
 
 

 
 
SCHEDULE 13D
 


CUSIP No. 147154108
   
 


1
NAME OF REPORTING PERSONS.
 
David F. Bolger
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Florida, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
3,270,723
8
SHARED VOTING POWER
 
192,321
9
SOLE DISPOSITIVE POWER
 
3,270,723
10
SHARED DISPOSITIVE POWER
 
192,321
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,463,044
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.3%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
- 2 -


 


CUSIP No. 147154108
   
 


1
NAME OF REPORTING PERSONS.
 
Two-Forty Associates LLC, a New Jersey Limited Liability Company
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
192,321
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
192,321
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
192,321
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.7%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 

 
- 3 -

SCHEDULE 13D
 


CUSIP No. 147154108
   
 


1
NAME OF REPORTING PERSONS.
 
James T. Bolger
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
192,321
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
192,321
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
192,321
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.7%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 

 
- 4 -

 

Item 1. Security and Issuer.

This Amendment No. 10 to the Statement on Schedule 13D (the “Amendment No. 10”) amends the Statement on Schedule 13D originally filed on April 27, 2006, as amended by Amendment No. 1 to the Statement on Schedule 13D filed on September 8, 2006, Amendment No. 2 to the Statement on Schedule 13D filed on June 3, 2008, Amendment No. 3 to the Statement on Schedule 13D filed on April 3, 2009, Amendment No. 4  to the Statement on Schedule 13D filed on June 1, 2009, Amendment No. 5 to the Statement on Schedule 13D filed on November 4, 2009, Amendment No. 6 to the Statement on Schedule 13D filed on December 28, 2009, Amendment No. 7 to the Statement on Schedule 13D filed on February 22, 2010, Amendment No. 8 to the Statement on Schedule 13D filed on June 2, 2010 and Amendment No. 9 to the St atement on Schedule 13D filed on July 6, 2010 (together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and Amendment No. 9, the “Initial Schedule 13D”), and relates to the common stock, no par value (the “Common Stock”), of Cascade Bancorp, an Oregon corporation (the “Company”).  The address of the principal executive offices of the Company is 1100 NW Wall Street, P.O. Box 369, Bend, Oregon 97709.
 
Except as specifically amended by this Amendment No. 10, the Initial Schedule 13D, as amended by this Amendment No. 10, remains in full force and effect. Capitalized terms used but not defined herein have the meaning assigned to them in the Initial Schedule 13D.

Item 4. Purpose of the Transaction

Item 4 is hereby amended by replacing the second paragraph of Amendment No. 9 with the following:

Except as set forth below, as of the date of this Amendment No. 10, none of the Reporting Persons has any present plans or proposals that would result in or relate to any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 4 is hereby further amended by replacing the last two paragraphs of Amendment No. 9 with the following:

On July 15, 2010, the Company and Mr. Bolger (and Two-Forty LLC) entered into a fourth amendment (the “Fourth Bolger Amendment”) to the Bolger Purchase Agreement to extend the date by which the conditions of closing must be satisfied.  As amended, the Bolger Purchase Agreement may be terminated by a party prior to closing if the conditions to such party’s obligation to close have not been satisfied on or before July 30, 2010.

The foregoing description of the Fourth Bolger Amendment is a summary of the material terms of such amendment and does not purport to be a complete description of all of the terms of such amendment.  The Third Bolger Amendment is incorporated by reference as Exhibit 24 to this report and the foregoing description is qualified in its entirety by reference to the full text of the amendment filed as an exhibit hereto.
 

 
 
- 5 -

 


There can be no assurances that any conditions to closing in the Bolger Purchase Agreement, as amended, will be satisfied and that the purchase of Common Stock as contemplated in the Bolger Purchase Agreement, as amended, will be consummated.

The Reporting Persons will from time to time evaluate their investment in the securities of the Company and may in the future seek to acquire additional securities or dispose of all or a portion of the securities beneficially owned by them or engage in derivative transactions (which may be physically or cash settled) relating to securities of the Company. Any such acquisition or disposition may be effected through privately negotiated transactions, in the open market, in block transactions or otherwise. Derivative transactions may involve the purchase or writing of exchange traded options or entering into over-the-counter derivative transactions; the derivative transactions may increase or decrease the Reporting Persons’ economic exposure to the Company. Any determination to acquire or dispose of securities of t he Company or engage in derivative transactions will depend on a number of factors, including the Company’s business and financial position and prospects, other developments concerning the Company, the price levels at which shares of Common Stock of the Company are traded, general market and economic conditions and the availability of financing and other opportunities available to the Reporting Persons. There can be no assurance that any such acquisition or disposition of securities of the Company or derivative transactions will occur or as to the timing or method of any such acquisition, disposition or transaction.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended by adding the following exhibits:

Exhibit No.                      Description
 
24.
Fourth Amendment to the Securities Purchase Agreement, dated as of July 15, 2010, by and among the Company, David F. Bolger and Two-Forty Associates LLC.

 
 
- 6 -

 


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.
 
 
Date:  July 19, 2010

 
DAVID F. BOLGER
 
       
       
 
/s/ David F. Bolger
 
 
David F. Bolger
 
       
       
 
TWO-FORTY ASSOCIATES LLC,
a New Jersey Limited Liability Company
 
       
       
 
By:
/s/ James T. Bolger
 
   
James T. Bolger, its managing member
 
       
       
 
JAMES T. BOLGER
 
       
       
   /s/ James T. Bolger  
 
James T. Bolger
 


 
- 7 -

 

INDEX OF EXHIBITS

Exhibit No.                      Description
 
24.
Fourth Amendment to the Securities Purchase Agreement, dated as of Juy 15, 2010, by and among the Company, David F. Bolger and Two-Forty Associates LLC.
 
 
- 8 -
EX-99.24 2 ex_24.htm FOURTH AMENDMENT TO SECURITIES PURCHASE AGMT ex_24.htm
EXECUTION COPY


FOURTH AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT

This Fourth Amendment to the Securities Purchase Agreement (the “Fourth Amendment”) is entered into effective as of July 15, 2010, by and among Cascade Bancorp, an Oregon corporation, (the “Company”), David F. Bolger, in his individual capacity (the “Investor”) and Two-Forty Associates LLC, a New Jersey limited liability company as successor by merger to Two-Forty Associates, L.P. and amends that certain Securities Purchase Agreement, dated October 29, 2009, as amended by the First Amendment to Securities Purchase Agreement dated February 16, 2010, that Second Amendment to Securities Pur chase Agreement dated June 1, 2010 and that Third Amendment to Securities Purchase Agreement dated June 30, 2010 (the “Agreement”), between the Company and Investor. All capitalized terms not defined herein shall have the meaning ascribed to such term in the Agreement.

RECITALS

A.           The Agreement contemplates that the Agreement can be terminated in the event that the conditions to Closing are not satisfied on or before July 15, 2010.

B.           The parties wish to further amend the Agreement to provide that the Agreement can be terminated in the event that the conditions to Closing are not satisfied on or before July 30, 2010.

AMENDMENT

In consideration of the mutual promises and undertakings described in this Amendment, the Company, Investor and the other parties hereto, intending to be legally bound, agree as follows:

1.      Purpose. The purpose of this Amendment is to amend and supplement the terms and conditions set forth in the Agreement by incorporating the additional provisions set forth below.

2.      Amendment to Section 5.1.

(a)           Amendment to Subsection 5.1(b).  The Agreement is amended by deleting current Section 5.1(b) in its entirety and replacing it with the following new Section 5.1(b):

 
(b)
by the Company, upon written notice to the Investor, in the event that the conditions of Closing set forth in Section 1.2(c)(2) are not satisfied on or before July 30, 2010;

(b)            Amendment to Subsection 5.1(d).  The Agreement is amended by deleting current Section 5.1(d) in its entirety and replacing it with the following new Section 5.1(d):

 
(d)
by the Investor, upon written notice to the Company, in the event that the conditions of Closing set forth in Section 1.2(c)(1) are not satisfied on or before July 30, 2010;


 
 

 
3.       Conflict.  To the extent there is a conflict between the terms and provisions of this Amendment and the Agreement, the terms and provisions of this Amendment will govern.

4.       No Further Amendment. Except as expressly modified by this Amendment, the Agreement shall remain unmodified and in full force and effect. The Company and Investor hereby ratify their respective obligations thereunder.

5.       Third Party Beneficiaries.  This Amendment is for the sole benefit of the parties hereto and their successors and permitted assigns and subject to Section 6.12 of the Agreement, nothing herein expressed or implied will give or be constructed to give to any other person or entity any legal or equitable rights hereunder.

6.       Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.  The parties hereto irrevocably and unconditionally agree that any suit or proceeding arising out of or relating to this Amendment will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the parties agree to submit to the jurisd iction of, and to venue in, such courts.

7.      Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY

8.       Counterparts and Facsimile. For the convenience of the parties hereto, this Amendment may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same instrument.  Executed signature pages to this Amendment may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

[signature page follows]


 
 

 
IN WITNESS WHEREOF, the parties hereto have executed this Amendment dated as of the date first set forth above.


 
CASCADE BANCORP
     
     
 
By:
/s/ Patricia L. Moss
   
Name:  Patricia L. Moss
   
Title:  CEO
     
     
 
DAVID F. BOLGER
     
     
 
/s/ David F. Bolger
     
     
 
TWO-FORTY ASSOCIATES LLC
     
 
 
By:
/s/ James T. Bolger
   
Name:
James T. Bolger
   
Title:
Managing Member


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