-----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, H2VLcG85U8aWGyqhdaPB+QAZhur9s3sp3ws7SSKFPLEm4DgxumOhyrBXTo7MNI80 0EtykSYxtukCG1GmYto6Vw== 0000912057-97-009508.txt : 19970321 0000912057-97-009508.hdr.sgml : 19970321 ACCESSION NUMBER: 0000912057-97-009508 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970320 SROS: NONE GROUP MEMBERS: C. CALVERT KNUDSEN 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: INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537] IRS NUMBER: 930136592 STATE OF INCORPORATION: OR FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42901 FILM NUMBER: 97559766 BUSINESS ADDRESS: STREET 1: 2020 SW FOURTH AVE CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: 5032270024 MAIL ADDRESS: STREET 1: 2020 SW FOURTH AVE CITY: PORTLAND STATE: OR ZIP: 97201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHWARTZ JACK B CENTRAL INDEX KEY: 0001036049 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: SUITE 4040, 111 S.W. FIFTH AVENUE CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 5032288446 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* --------- Cascade Corporation -------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------- (Title of Class of Securities) 147195101 -------------------------------------------------------- (CUSIP Number) Jack B. Schwartz Newcomb, Sabin Schwartz & Landsverk LLP Attorneys at Law 111 S.W. Fifth Avenue, Suite 4040 Portland, Oregon 97204 (503) 228-8446 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 10, 1997 -------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 9 Pages --- CUSIP No. 147195101 13D Page 2 of 9 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons Jack B. Schwartz - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) /x/ of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* 00 - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization U.S.A. - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power 3,600 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 70,000 -------------------------------------------------- (9) Sole Dispositive Power 3,600 -------------------------------------------------- (10) Shared Dispositive Power 1,714,592 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,718,192 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 13.8% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* IN OO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 147195101 13D Page 3 of 9 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons C. Calvert Knudsen - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) /x/ of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* 00 - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization U.S.A. - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power 8,000 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power None -------------------------------------------------- (9) Sole Dispositive Power 8,000 -------------------------------------------------- (10) Shared Dispositive Power 1,654,792 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,662,792 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 13% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* IN OO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 147195101 13D Page 4 of 9 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons Nani S. Warren - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) /x/ of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* 00 - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization U.S.A. - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power 0 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 70,000 -------------------------------------------------- (9) Sole Dispositive Power 0 -------------------------------------------------- (10) Shared Dispositive Power 1,714,592 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,714,592 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 13% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* IN OO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 147195101 13D Page 5 of 9 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons Robert C. Warren, Jr. - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) /x/ of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* 00 - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization U.S.A. - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power 1,712,845 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power None -------------------------------------------------- (9) Sole Dispositive Power 58,253 -------------------------------------------------- (10) Shared Dispositive Power 1,654,592 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,712,845 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 13.5% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* IN OO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 6 of 9 Pages --- --- ITEM 1. SECURITY AND ISSUER Securities acquired: Common Stock ("Common Stock") Issuer: Cascade Corporation Principal Executive Offices: 2020 S.W. Fourth Avenue, Suite 600 Portland, Oregon 97201 ITEM 2. IDENTITY AND BACKGROUND This Schedule is being filed by the following persons, who are the Trustees of the Robert C. and Nani S. Warren Revocable Trust (the Trust), which holds 1,654,592 shares Common Stock. (a) (b) and (c) (i) C. Calvert Knudsen, 602 - 36th Avenue East, Seattle, Washington 98112; Director, Cascade Corporation (ii) Jack B. Schwartz, Suite 4040, 111 S.W. Fifth Avenue, Portland, Oregon 97204, Partner, Newcomb, Sabin, Schwartz & Landsverk, Attorneys at Law; Director, Cascade Corporation (iii) Robert C. Warren, Jr., 2020 S.W. Fourth Avenue, Suite 600, Portland, Oregon 97201, President, Chief Executive Officer, and Director, Cascade Corporation (iv) Nani S. Warren, P.O. Box 671, Eastsound, Washington 98245 (d) No events have occurred which would require reporting under this provision. (e) No events have occurred which would require reporting under this provision. (f) U.S.A. ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION (a) The reporting individuals acquired 1,654,592 shares Common Stock as Trustees March 10, 1997, when they accepted designation as Trustees of the Robert C. and Nani Page 7 of 9 Pages --- --- S. Warren Revocable Trust following the February 21, 1997, death of Robert C. Warren. There was no consideration for the transfer. Nani S. Warren and Jack B. Schwartz acquired voting and dispositive powers as to 70,000 shares Common Stock as Directors of the Robert C. and Nani S. Warren Foundation (the "Foundation") in 1994. All other shares were previously owned by the reporting parties. ITEM 4. PURPOSE OF THE TRANSACTION The Trust shares are held by the reporting individuals as Trustees for the benefit of Nani S. Warren. Nani S. Warren is the mother of Robert C. Warren, Jr. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The 1,654,592 shares Common Stock held by the reporting individuals as Trustees of the Trust represent 13% of the common shares outstanding. Robert C. Warren, Jr. has sole voting power as to such shares, and the reporting individuals share dispositive powers. The 70,000 shares Common Stock Held by the Foundation, of which Jack B. Schwartz and Nani S. Warren are Directors, represent .5% of the common shares outstanding. Mr. Schwartz and Mrs. Warren share voting and dispositive powers as to such shares. The 8,000 shares Common Stock individually owned by C. Calvert Knudsen and the 3,600 shares Common Stock individually owned by Jack B. Schwartz represent, in each case less than .1% of those outstanding. The 58,253 shares Common Stock owned by Robert C. Warren, Jr. represent .5% of those outstanding. The percentage computations set forth above include as outstanding shares of Common Stock the preferred shares of a Cascade Corporation subsidiary described in Item 6. (b) Voting and Dispositive Powers are held as follows: Sole Voting Power: C. Calvert Knudsen - 8,000 Shares Jack B. Schwartz - 3,600 Shares Page 8 of 9 Pages --- --- Robert C. Warren, Jr. - 1,712,845 Shares Shared Voting Power: Jack B. Schwartz - 70,000 Shares Nani S. Warren - 70,000 Shares Sole Dispositive Power: C. Calvert Knudsen - 8,000 Shares Jack B. Schwartz - 3,600 Shares Robert C. Warren, Jr. - 58,253 Shares Shared Dispositive Power: C. Calvert Knudsen - 1,654,592 Shares Jack B. Schwartz - 1,714,592 Shares Nani S. Warren - 1,714,592 Shares Robert C. Warren, Jr. - 1,654,592 Shares (c) There were no such transactions. (d) There are no such persons. (e) No applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER On March 11, 1997, the Trust agreed to vote Trust shares (a) in favor of an amendment to the Articles of Incorporation of Cascade Corporation to be presented to shareholders at its May 13, 1997, annual meeting, intended to provide voting rights equivalent to those of Common Stock to 1,100,000 preferred shares of a Cascade Corporation subsidiary held by Couphar Ltd. a corporation controlled by William J. Harrison (the preferred shares are exchangeable share-for-share for Common Stock) and (b) to vote Trust shares in favor of any slate of directors presented for a shareholder vote by Cascade management which includes Mr. Harrison through March 10, 2000. Couphar Ltd. has agreed to vote shares held by it in favor of any slate of directors presented for a shareholder vote by Cascade management through March 10, 2000. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A. Shareholders' Agreement Between the Trustees of the Robert C. and Nani S. Warren Revocable Trust and Couphar Ltd., dated March 11, 1997. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. This statement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. /s/ C. Calvert Knudsen --------------------------------------- C. Calvert Knudsen After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. This statement may be executed in anyt number of cournterparts, each of which shall be deemed an original and all of which shall constitute one instrument. /s/ Jack B. Schwartz --------------------------------------- Jack B. Schwartz After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. This statement may be executed in anyt number of cournterparts, each of which shall be deemed an original and all of which shall constitute one instrument. /s/ Robert C. Warren, Jr. --------------------------------------- Robert C. Warren, Jr. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. This statement may be executed in anyt number of cournterparts, each of which shall be deemed an original and all of which shall constitute one instrument. /s/ Nani S. Warren --------------------------------------- Nani S. Warren Dated as of: March 18, 1997 EX-99.A 2 EX 99.A SCHEDULE 13D - EXHIBIT A SHAREHOLDERS' AGREEMENT The Trustees ( Warren Trustees) of the Robert C. Warren and Nani Swigert Warren Revocable Trust (Trust) and Couphar Ltd.(Couphar) agree as follows: 1. PURPOSE Trust owns 1,654,592 shares of common stock of Cascade Corporation (Cascade). In connection with its acquisition of shares of Kenhar Corporation, Cascade has provided Couphar 1,100,000 Exchangeable Preferred shares of Cascade (Canada) Holdings, Inc., a corporation organized under the laws of the Province of Ontario (the Exchangeable Shares). Each Exchangeable Share may be exchanged for one share of Cascade common stock, pursuant to the provisions of such Exchangeable Shares. Cascade has agreed to present to its shareholders an amendment to its Articles of Incorporation permitting issuance to TD Trust Company, as trustee for Couphar (Couphar Trustee), of a Cascade preferred share which would grant the Couphar Trustee the right to cast votes equal to the number of Exchangeable Shares held by Couphar (on the record date for determining common shareholders eligible to vote) on matters presented to Cascade common shareholders for decision (the Special Voting Stock). This Agreement is intended to set forth the parties' understandings as to certain rights of the parties with respect to voting on certain matters presented to Cascade common shareholders, and as to certain sales of Cascade common shares by Warren Trustees. 2. DEFINITIONS For purposes of this Agreement, (a) "Common Shares" means shares of common stock of Cascade or any successor corporation; (b) "Couphar Common Shares" means at any time the number of Common Shares which Couphar would hold if all Exchangeable Shares were then exchanged for Common Shares (not including Common Shares acquired other than those acquired directly or indirectly through exchange of Exchangeable Shares or as a result of application of the provisions attached to the Exchangeable Shares in connection with Cascade's acquisition of the outstanding stock of Kenhar Corporation). (c) "Refusal Agreement" means an agreement of even date between Cascade and Couphar providing Cascade a right of first refusal in the event of certain 1-SHAREHOLDERS' AGREEMENT Couphar sales of Common Shares. (d) "Trust Shares" means at any time the number of Common Shares held by Warren Trustees as at such time. 3. VOTING OF SHARES (a) Warren Trustees will vote all Common Shares owned by the Trust in favor of any proposal included on a proxy submitted to shareholders by Cascade management prior to Cascade's May, 1997, Annual Meeting of Shareholders to amend Cascade's Articles of Incorporation to permit issuance of Special Voting Stock to Couphar Trustee. (b) Warren Trustees (i) will vote all Common Shares owned by the Trust in favor of any slate of candidates for election or re-election as directors included on a proxy submitted by Cascade management prior to any meeting of shareholders which includes William J. Harrison as a candidate, (ii) will not withhold the Trust's votes from William J. Harrison's candidacy, and (iii) in the event the proxy submitted to shareholders by Cascade management includes William J. Harrison individually as a candidate for election as a director, will vote all Common Shares owned by the Trust in favor of his election. (c) Couphar will, and will cause Couphar Trustee (i) to cast all votes Couphar or Couphar Trustee may be entitled to cast in favor of any slate of candidates for election or re-election as directors on a proxy submitted to shareholders by Cascade management prior to any meeting of shareholders, and (ii) to take all steps necessary to assure that such votes are not withheld from any such candidate. 4. UNDERWRITTEN OFFERING (a) Should Warren Trustees determine to offer Common Shares for public sale through an underwritten secondary offering, they shall provide Couphar written notice of such determination (which notice shall include the number of Common Shares proposed to be sold) and, if within 20 days following receipt of such notice, Couphar so requests in writing, shall include in such underwritten offering the number of Common Shares set forth in Couphar's request, subject to such limitations and restrictions as a lead underwriter or syndicate manager engaged by Warren Trustees may determine are necessary for orderly public distribution or to assure that inclusion of shares owned by Couphar will not be detrimental to the planned offering (in the event the total number of shares to be offered is reduced due to such limitation, the parties, respectively, shall bear such reduction in proportion to the total number of Common Shares and, in Couphar's case, Couphar Common Shares, owned by each. In the event there are other sellers, each seller shall bear such reduction in proportion to the total number of Common Shares and Couphar Common Shares owned by each. 2-SHAREHOLDERS' AGREEMENT (b) Couphar shall pay, and shall indemnify Warren Trustees for, the same proportion of expenses applicable to registration and sale of Common Shares under this Paragraph 4, including but not limited to filing fees; commissions; and legal, accounting, and underwriting fees and costs, as the number of shares offered by Couphar bears to the total number of shares being offered; however, if the registration is withdrawn or abandoned solely because of actions of Warren Trustees, Couphar shall not be liable for payment of expenses. (c) This Paragraph 4 shall not apply to offerings which include unissued or treasury shares being offered by Cascade. 5. PRIVATE PLACEMENT (a) Should Warren Trustees determine to sell Trust Shares in a transaction involving neither an underwritten offering nor a sale through a recognized securities exchange, they shall provide written notice to Couphar stating (i) the number of Trust Shares; (ii) the number of Trust Shares proposed to be sold; (iii) the proposed selling price, and (iv) the proposed method and terms of sale. Couphar may, upon written request delivered within 14 business days of such notice, require that Couphar Common Shares be included in such placement; however, the number of Couphar Common Shares to be included shall not exceed (as a proportion of the total Couphar Common Shares) the number of Trust Shares the notice by the Warren Trustees indicated the Trust intended to sell as a proportion of the total Trust Shares). (b) Any such sale shall be on price and other terms negotiated by the Warren Trustees, and with due regard for applicable legal obligations of the parties or either of them to holders of Common Shares as a group. (c) Legal and other expenses incurred by the Trust in connection with such negotiation shall be borne by the parties in proportion to proceeds received as a result of the sale. (d) Warren Trustees shall not complete a sale of Trust Shares under this paragraph unless the Common Shares which Couphar provided notice it wished to sell, has a right to sell, and tenders for sale hereunder, are purchased as a part of the sale. (e) Warren Trustees shall give Couphar notice of sales under this paragraph sufficient to enable Couphar to take the steps necessary to exchange Exchangeable Shares and obtain Common Shares to be included in such sale. 6. INAPPLICABILITY AND TERMINATION (a) This Agreement shall terminate and be of no further application at the earlier of 3-SHAREHOLDERS' AGREEMENT (i) three years from the date hereof or (ii) the date on which either Couphar or Warren Trustees own less than 250,000 Common Shares and Couphar Common Shares (as adjusted for stock dividends, splits, and similar events affecting all Common Shares); however, termination shall not affect obligations to complete transactions arising under Paragraph 4 or Paragraph 5 prior to termination. (b) This Agreement shall not apply to sales or transfers of shares in response to tender offers, consolidations, mergers, reorganizations or similar transactions in which all holders of Common Shares are provided the pro rata opportunity to sell or transfer shares on identical terms and conditions. 7. NOTICES All notices and other communications between the parties pursuant to the Agreement shall be in writing and shall be deemed to have been given if delivered personally or by confirmed facsimile to the parties at the following addresses or at such other address as such party may specify by like notice: (a) if to Warren Trustees at: 2020 S.W. Fourth Avenue, Suite 600 Portland, Oregon 97201-4998 Attention: Robert C. Warren, Jr. Facsimile: (503) 274-1705 with a copy (which shall not be notice) to: Newcomb, Sabin, Schwartz & Landsverk 111 S.W. Fifth Avenue, Suite 4040 Portland, Oregon 97204 Facsimile: (503) 228-5472 (b) If to Couphar at: 27 Fox Run Drive, RR #3 Guelph, Ontario N1H 6N9 with a copy (which shall not be notice) to: J.P. Dawson Aird & Berlis BCE Place 4-SHAREHOLDERS' AGREEMENT Suite 1800, Box 754 181 Bay Street Toronto, Canada M5J 2T9 Any notice or other communication delivered personally shall be deemed to have been given and received upon delivery thereof and if given by facsimile shall be deemed to have been given and received on the date of confirmation of transmission unless such day is not a business day in the nation in which received, in which case it shall be deemed to have been given and received upon the immediately following business day. 8. ASSIGNMENT (a) Couphar's rights and obligations hereunder shall extend to transferees or assignees of transfers permitted under the Refusal Agreement of even date between Couphar, William J. Harrison and Cascade. Such transferees or assignees shall agree in writing to be bound by this Agreement as a condition of transfer or assignment. Common Shares or Couphar Common Shares owned by all such transferees shall be aggregated for purposes of this Agreement. (b) Warren Trustees shall not transfer Common Shares to any Trust beneficiary unless and until such beneficiary shall agree in writing to assume the obligations of Warren Trustees hereunder as to such Common Shares. Common shares owned by all such transferees shall be aggregated for purposes of this Agreement. 9. CHOICE OF LAW This Agreement shall be governed by, and interpreted and applied in accordance with, the laws of the United States and the State of Oregon. 10. INTEGRATION AND MODIFICATION This Agreement represents the parties' entire agreement on the subject matter covered, and supersedes all prior agreements and understandings. Provisions of this /////// /////// ////// ////// 5-SHAREHOLDERS' AGREEMENT Agreement may be amended or its observance waived generally or in particular only by a written instrument duly executed by each of the parties (or, in the case of a waiver, the waiving party). DATED this 11th day of March, 1997. THE ROBERT C. WARREN AND COUPHAR LTD NANI SWIGERT WARREN REVOCABLE TRUST By /s/Nani Swigert Warren By /s/W.J. Harrison -------------------------------- ------------------------------ /s/C.C. Knudsen Its -------------------------------- ------------------------------ /s/Jack B. Schwartz -------------------------------- /s/Robert C. Warren, Jr. -------------------------------- Warren Trustees In consideration of the Robert C. and Nani S. Warren Revocable Trust entering into the above Agreement, the undersigned sole shareholder of Couphar Ltd. hereby guarantees full performance by Couphar of its obligations hereunder. /s/W.J. Harrison ------------------------------ William J. Harrison 6-SHAREHOLDERS' AGREEMENT -----END PRIVACY-ENHANCED MESSAGE-----