-----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, QJ6hKhKuUZpLKMFZNq+AAMeAAvhMFOsOV8WKcJlNe537RPSpujURES06hfSjsKNu 5KAkV1hABXgqISQ5kGiWnA== 0000891836-06-000295.txt : 20060908 0000891836-06-000295.hdr.sgml : 20060908 20060908095834 ACCESSION NUMBER: 0000891836-06-000295 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060908 DATE AS OF CHANGE: 20060908 GROUP MEMBERS: TWO-FORTY ASSOCIATES 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: 061080537 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bolger David Fabius CENTRAL INDEX KEY: 0001357224 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (201) 670-9270 MAIL ADDRESS: STREET 1: L'AMBIANCE II 435 STREET 2: L'AMBIANCE DRIVE UNIT J904 CITY: LONG BOAT KEY STATE: FL ZIP: 34228-3924 SC 13D/A 1 sc0083.txt AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE OF 1934 (AMENDMENT NO. 1)* 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) May 25, 2006 --------------------------------------------------------- (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 ss.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 PAGE 2 OF 8 PAGES - --------------------------- --------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). David F. Bolger - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 4,638,143 SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 153,857 PERSON WITH ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 4,638,143 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 153,857 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,792,000 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- SCHEDULE 13D - --------------------------- --------------------------------- CUSIP NO. 147154108 PAGE 3 OF 8 PAGES - --------------------------- --------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Two-Forty Associates, a Pennsylvania Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 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 Pennsylvania, USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 153,857 PERSON WITH ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 153,857 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,857 - -------------------------------------------------------------------------------- 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) PN - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This Amendment No. 1 to Statement on Schedule 13D (the "Amendment No. 1") amends the Statement on Schedule 13D originally filed on April 27, 2006 (the "Initial Schedule 13D"), and relates to the common stock, no par value (the "Common Stock") of Cascade Bancorp, an Oregon corporation and a registered financial holding company (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. 1, the Initial Schedule 13D, as amended by this Amendment No. 1, 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended by adding the following at the end of the final paragraph thereof: Mr. Bolger previously reported in the Initial Schedule 13D that he intended to transfer approximately 500,000 shares of Common Stock in the form of outright gifts to various charities. Mr. Bolger subsequently transferred 499,000 shares of Common Stock as follows, in each case as an outright gift (together, the "Gifts"): (i) 333,333 shares were transferred to Northfield Mount Hermon School ("Northfield School") as of May 25, 2006 and (ii) 166,666 shares were transferred to West Bergen Mental Healthcare Foundation ("West Bergen Healthcare") as of August 1, 2006. After giving effect to the Gifts, Mr. Bolger beneficially owns 4,792,000 shares of Common Stock (4,638,143 shares that are owned directly as an individual and 153,857 shares that are owned through his status as the sole trustee of the general partner of Two-Forty L.P.). ITEM 4. PURPOSE OF THE TRANSACTION Item 4 is hereby amended and restated as follows: The Reporting Persons have acquired beneficial ownership of the shares of Common Stock as described in this Amendment No. 1 for investment purposes. Except as set forth below, as of the date of this Amendment No. 1, none of the Reporting Persons has any present plans or proposals which would result in or relate to any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to change their plans and intentions at any time, as they deem appropriate. The Reporting Persons may from time-to-time (i) acquire additional shares of Common Stock in the open market, in privately negotiated transactions or otherwise, or (ii) dispose of shares of Common Stock at prices deemed favorable in the open market, in privately negotiated transactions or otherwise. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended and restated as follows: (a) See items 11 and 13 of the cover pages to this Amendment No. 1 for the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons. Based on information provided in the Company's Form 10-Q for the fiscal quarter ended June 30, 2006, as of June 30, 2006 there were 22,538,751 shares of Common Stock outstanding. After giving effect to the Gifts, Mr. Bolger beneficially owns 4,792,000 shares of Common Stock, which represent approximately 21.3% of the outstanding shares of Common Stock. This total is comprised of 4,638,143 shares of Common Stock that Mr. Bolger owns directly as an individual and 153,857 shares of Common Stock that Mr. Bolger owns by virtue of his status of the sole trustee of The David F. Bolger Revocable Trust, which is the general partner of Two-Forty L.P. Two-Forty L.P. beneficially owns 153,857 shares of Common Stock, which represent approximately 0.7% of the outstanding shares of Common Stock. Mr. Bolger beneficially owns these shares as the sole trustee of the entity that is the general partner of Two-Forty L.P. (b) Mr. Bolger had the sole power to vote or to direct the vote or to dispose or direct the disposition of 4,638,143 shares of Common Stock. Mr. Bolger, as the sole trustee of The David F. Bolger Revocable Trust (the general partner of Two-Forty L.P.), has shared power to vote or to direct the vote or to dispose or direct the disposition of 153,857 shares of Common Stock. Two-Forty L.P. has shared power to vote or to direct the vote or to dispose or direct the disposition of 153,857 shares of Common Stock. (c) As described in Item 3 above, Mr. Bolger transferred 499,000 shares of Common Stock as follows, in each case as an outright gift: (i) 333,333 shares were transferred to Northfield School and (ii) 166,666 shares were transferred to West Bergen Healthcare. The closing price of the Common Stock on May 25, 2006 was $28.59 and the closing price of the Common Stock on August 1, 2006 was $34.67. (d) As the sole trustee of The David F. Bolger Revocable Trust (which is the general partner of Two-Forty L.P.), Mr. Bolger has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 153,857 shares of Common Stock that are held by Two-Forty L.P. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is hereby amended by adding the following at the end of the final paragraph thereof: Each of Northfield School and West Bergen Healthcare entered into an investor representation letter with the Company and Mr. Bolger, pursuant to which Northfield School and West Bergen Healthcare made various representations, warranties and acknowledgements with respect to the shares of Common Stock that they received from Mr. Bolger. In addition, pursuant to the Shareholders Agreement, Northfield School entered into a letter agreement with the Company whereby Northfield School agreed not to sell more than one percent (1%) of the Company's total outstanding shares in any 90-day period without the Company's prior consent. Further, each of Northfield School and West Bergen Healthcare agreed with Mr. Bolger, among other things, not to sell their respective shares of Common Stock for a period of five years. The documents, filings and exhibits are expressly incorporated herein by reference and the descriptions herein are qualified thereby. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit No. Description - ----------- ----------- 1. Investor Representation Letter, dated as of May 25, 2006, among Cascade Bancorp, David F. Bolger and Northfield Mount Hermon School. 2. Investor Representation Letter, dated as of May 25, 2006, among Cascade Bancorp, David F. Bolger and West Bergen Mental Healthcare Foundation. 3. Letter Agreement, dated as of May 25, 2006, between Cascade Bancorp and Northfield Mount Hermon School. 4. Agreement of Merger, dated as of December 27, 2005, by and among Cascade Bancorp, F&M Holding Company, F&M Acquisition Corporation and David F. Bolger (previously filed as Exhibit 1 to the Statement on Schedule 13D filed on April 27, 2006). 5. Investor Representation Letter, dated as of April 20, 2006, between Cascade Bancorp and David F. Bolger (previously filed as Exhibit 2 to the Statement on Schedule 13D filed on April 27, 2006). 6. Investor Representation Letter, dated as of April 20, 2006, between Cascade Bancorp and Two-Forty Associates, a Pennsylvania limited partnership (previously filed as Exhibit 3 to the Statement on Schedule 13D filed on April 27, 2006). 7. Shareholders Agreement, dated as of December 27, 2005, by and among Cascade Bancorp, David F. Bolger and each person listed on Schedule A thereto (previously filed as Exhibit 4 to the Statement on Schedule 13D filed on April 27, 2006). 8. Amendment No. 1 to Agreement of Merger, dated as of April 13, 2006, by and among Cascade Bancorp, F&M Holding Company, F&M Acquisition Corporation and David F. Bolger (previously filed as Exhibit 5 to the Statement on Schedule 13D filed on April 27, 2006). 9. Investor Representation Letter, dated as of April 20, 2006, among Cascade Bancorp, David F. Bolger and Clarence Jones. (previously filed as Exhibit 6 to the Statement on Schedule 13D filed on April 27, 2006). 10. Investor Representation Letter, dated as of April 20, 2006, among Cascade Bancorp, David F. Bolger and Thomas M. Wells. (previously filed Exhibit 7 to the Statement on Schedule 13D filed on April 27, 2006). 11. Investor Representation Letter, dated as of April 20, 2006, among Cascade Bancorp, David F. Bolger and John Lambert and Carol A. Lambert (previously filed as Exhibit 8 to the Statement on Schedule 13D filed on April 27, 2006). 12. Letter Agreement, dated as of April 20, 2006, between Cascade Bancorp and David F. Bolger (previously filed as Exhibit 9 to the Statement on Schedule 13D filed on April 27, 2006). 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: September 7, 2006 /s/ DAVID F. BOLGER ----------------------------------- David F. Bolger TWO-FORTY ASSOCIATES, a Pennsylvania Limited Partnership By: The David F. Bolger Revocable Trust, its General Partner By: /s/ DAVID F. BOLGER ------------------------------- David F. Bolger, its Trustee INDEX OF EXHIBITS Exhibit No. Description - ----------- ----------- 1. Investor Representation Letter, dated as of May 25, 2006, among Cascade Bancorp, David F. Bolger and Northfield Mount Hermon School. 2. Investor Representation Letter, dated as of May 25, 2006, among Cascade Bancorp, David F. Bolger and West Bergen Mental Healthcare Foundation. 3. Letter Agreement, dated as of May 25, 2006, between Cascade Bancorp and Northfield Mount Hermon School. 4. Agreement of Merger, dated as of December 27, 2005, by and among Cascade Bancorp, F&M Holding Company, F&M Acquisition Corporation and David F. Bolger (previously filed as Exhibit 1 to the Statement on Schedule 13D filed on April 27, 2006). 5. Investor Representation Letter, dated as of April 20, 2006, between Cascade Bancorp and David F. Bolger (previously filed as Exhibit 2 to the Statement on Schedule 13D filed on April 27, 2006). 6. Investor Representation Letter, dated as of April 20, 2006, between Cascade Bancorp and Two-Forty Associates, a Pennsylvania limited partnership (previously filed as Exhibit 3 to the Statement on Schedule 13D filed on April 27, 2006). 7. Shareholders Agreement, dated as of December 27, 2005, by and among Cascade Bancorp, David F. Bolger and each person listed on Schedule A thereto (previously filed as Exhibit 4 to the Statement on Schedule 13D filed on April 27, 2006). 8. Amendment No. 1 to Agreement of Merger, dated as of April 13, 2006, by and among Cascade Bancorp, F&M Holding Company, F&M Acquisition Corporation and David F. Bolger (previously filed as Exhibit 5 to the Statement on Schedule 13D filed on April 27, 2006). 9. Investor Representation Letter, dated as of April 20, 2006, among Cascade Bancorp, David F. Bolger and Clarence Jones. (previously filed as Exhibit 6 to the Statement on Schedule 13D filed on April 27, 2006). 10. Investor Representation Letter, dated as of April 20, 2006, among Cascade Bancorp, David F. Bolger and Thomas M. Wells. (previously filed Exhibit 7 to the Statement on Schedule 13D filed on April 27, 2006). 11. Investor Representation Letter, dated as of April 20, 2006, among Cascade Bancorp, David F. Bolger and John Lambert and Carol A. Lambert (previously filed as Exhibit 8 to the Statement on Schedule 13D filed on April 27, 2006). 12. Letter Agreement, dated as of April 20, 2006, between Cascade Bancorp and David F. Bolger (previously filed as Exhibit 9 to the Statement on Schedule 13D filed on April 27, 2006). EX-99.1 2 ex-1.txt EXHIBIT 1--INVESTOR REP. LTR. Exhibit 1 As of May 25, 2006 David F. Bolger c/o Bolger & Co., Inc. 79 Chestnut Street Ridgewood, New Jersey 07450 Cascade Bancorp 1100 NW Wall Street P.O. Box 369 Bend, Oregon 97709 Re: Gift by David F. Bolger of 333,333 shares of Cascade Bancorp common stock This Investor Representation Letter (the "Letter") is rendered and delivered in connection with the outright gift today by David F. Bolger (the "Gift") to the undersigned (the "Donee") of 333,333 shares of common stock, no par value (the "Securities"), of Cascade Bancorp, an Oregon corporation and a registered bank holding company (the "Corporation"). In connection with the Gift of the Securities, the Donee hereby represents, warrants and acknowledges and agrees as follows: 1. The transfer of the Securities by Mr. Bolger to the Donee is being made in the form of an outright gift and without receipt of any payment of consideration in exchange therefor, and Donee acknowledges the receipt of a stock power in blank by Mr. Bolger in connection therewith; 2. Donee is resident in the jurisdiction set forth below on the signature page hereof; 3. The Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws, the Securities are being issued under an exemption from registration under the Securities Act for offers and sales of securities to accredited investors, the Securities are deemed to be "restricted securities" under the Securities Act and, accordingly, the Securities may not be transferred without subsequent registration or the availability of an exemption from registration under the Securities Act; 4. Donee is an accredited investor, as such term is defined in Appendix A attached hereto, and is acquiring the Securities for Donee's own account and not with a view to any resale, distribution or other disposition of the Securities in violation of the Securities Act; 5. As a result of the restrictions on transferability set forth above, the Securities are not readily transferable and, accordingly, may have to be held for an indefinite period of time; 6. Donee is acquiring the Securities for investment for his or its own account and not with a view to, or offer or sale in connection with, any distribution thereof; 7. Donee has such knowledge and experience in financial and business matters that Donee is capable of evaluating the merits and risks of an investment in the Corporation and the Securities and is able to bear the economic risk of loss relating to the Securities; 8. Donee is not acquiring the Securities as a result of any general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; 9. Donee will not offer, sell or otherwise transfer the Securities unless such securities are registered under the Securities Act or an exemption from such registration requirements is available and understands that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the Securities Act as evidenced by a legal opinion of counsel to the Donee, any certificates representing the Securities, and all securities issued in exchange therefor or in substitution thereof will bear and be subject to the terms of the following legend: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE CORPORATION"; 10. No securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities and any representation to the contrary is a criminal offense; 11. If a corporation, partnership, unincorporated association or other entity, Donee has the legal capacity to enter into and be bound by this Letter and all necessary approvals of directors, shareholders or otherwise have been given and obtained; 12. If an individual, Donee is of the full age of majority and is legally competent to execute this Letter and take all action pursuant hereto; 13. If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, Donee will execute, deliver, file and otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issuance of the Securities. 14. If any transfer of the Securities is to be made in reliance on an exemption under the Securities Act, the Corporation may require an opinion of counsel satisfactory to it that such transfer is exempt from registration under the Securities Act. 15. Sullivan & Cromwell LLP will and may so rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements in rendering an opinion to the Corporation to the effect that registration of the Securities under the Securities Act is not required in connection with the Gift of the Securities to the Donee. 16. Donee acknowledges that Donee shall not be entitled to make any demand or request to the Corporation to file or withdraw a registration statement pursuant to Section 4 of the Shareholders Agreement, dated as of December 27, 2005, among the Corporation, Mr. Bolger and each person listed on Schedule A thereto. [The next page is a signature page] Dated effective the date first set forth above. NORTHFIELD MOUNT HERMON SCHOOL By /s/ Thomas K. Sturtevant ------------------------------------- Name: Thomas K. Sturtevant Title: Head of School DAVID F. BOLGER /s/ David F. Bolger ------------------------------------- David F. Bolger CASCADE BANCORP By /s G.D. Newton ------------------------------------- Name: G.D. Newton Title: Secretary APPENDIX A DEFINITION OF U.S. ACCREDITED INVESTOR "Accredited Investor" means any person which comes within any of the following categories: (1) Any bank as defined in Section 3(a)(2) of the United States Securities Act of 1933 (the "U.S. Securities Act") or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act whether acting in its individual or fiduciary capacity; any broker dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934 or any insurance company as defined in Section 2(13) of the U.S. Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees if such plan has total assets in excess of US$5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are U.S. Accredited Investors; (2) Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; (3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US$5,000,000; (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds US$1,000,000; (6) Any natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person's spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (7) Any trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person (being defined as a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment); or (8) Any entity in which all of the equity owners are U.S. Accredited Investors. EX-99.2 3 ex-2.txt EXHIBIT 2--INVESTOR REP. LTR. Exhibit 2 As of May 25, 2006 David F. Bolger c/o Bolger & Co., Inc. 79 Chestnut Street Ridgewood, New Jersey 07450 Cascade Bancorp 1100 NW Wall Street P.O. Box 369 Bend, Oregon 97709 Re: Gift by David F. Bolger of 166,666 shares of Cascade Bancorp common stock This Investor Representation Letter (the "Letter") is rendered and delivered in connection with the outright gift today by David F. Bolger (the "Gift") to the undersigned (the "Donee") of 166,666 shares of common stock, no par value (the "Securities"), of Cascade Bancorp, an Oregon corporation and a registered bank holding company (the "Corporation"). In connection with the Gift of the Securities, the Donee hereby represents, warrants and acknowledges and agrees as follows: 1. The transfer of the Securities by Mr. Bolger to the Donee is being made in the form of an outright gift and without receipt of any payment of consideration in exchange therefor, and Donee acknowledges the receipt of a stock power in blank by Mr. Bolger in connection therewith; 2. Donee is resident in the jurisdiction set forth below on the signature page hereof; 3. The Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws, the Securities are being issued under an exemption from registration under the Securities Act for offers and sales of securities to accredited investors, the Securities are deemed to be "restricted securities" under the Securities Act and, accordingly, the Securities may not be transferred without subsequent registration or the availability of an exemption from registration under the Securities Act; 4. Donee is an accredited investor, as such term is defined in Appendix A attached hereto, and is acquiring the Securities for Donee's own account and not with a view to any resale, distribution or other disposition of the Securities in violation of the Securities Act; 5. As a result of the restrictions on transferability set forth above, the Securities are not readily transferable and, accordingly, may have to be held for an indefinite period of time; 6. Donee is acquiring the Securities for investment for his or its own account and not with a view to, or offer or sale in connection with, any distribution thereof; 7. Donee has such knowledge and experience in financial and business matters that Donee is capable of evaluating the merits and risks of an investment in the Corporation and the Securities and is able to bear the economic risk of loss relating to the Securities; 8. Donee is not acquiring the Securities as a result of any general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; 9. Donee will not offer, sell or otherwise transfer the Securities unless such securities are registered under the Securities Act or an exemption from such registration requirements is available and understands that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the Securities Act as evidenced by a legal opinion of counsel to the Donee, any certificates representing the Securities, and all securities issued in exchange therefor or in substitution thereof will bear and be subject to the terms of the following legend: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE CORPORATION"; 10. No securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities and any representation to the contrary is a criminal offense; 11. If a corporation, partnership, unincorporated association or other entity, Donee has the legal capacity to enter into and be bound by this Letter and all necessary approvals of directors, shareholders or otherwise have been given and obtained; 12. If an individual, Donee is of the full age of majority and is legally competent to execute this Letter and take all action pursuant hereto; 13. If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, Donee will execute, deliver, file and otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issuance of the Securities. 14. If any transfer of the Securities is to be made in reliance on an exemption under the Securities Act, the Corporation may require an opinion of counsel satisfactory to it that such transfer is exempt from registration under the Securities Act. 15. Sullivan & Cromwell LLP will and may so rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements in rendering an opinion to the Corporation to the effect that registration of the Securities under the Securities Act is not required in connection with the Gift of the Securities to the Donee. 16. Donee acknowledges that Donee shall not be entitled to make any demand or request to the Corporation to file or withdraw a registration statement pursuant to Section 4 of the Shareholders Agreement, dated as of December 27, 2005, among the Corporation, Mr. Bolger and each person listed on Schedule A thereto. [The next page is a signature page] Dated effective the date first set forth above. WEST BERGEN MENTAL HEALTHCARE FOUNDATION By /s/ Michael J. Tozzoli ----------------------------------------- Name: Michael J. Tozzoli, LCSW Title: Chief Executive Officer DAVID F. BOLGER /s/ David F. Bolger ----------------------------------------- David F. Bolger CASCADE BANCORP By /s/ G.D. Newton ----------------------------------------- Name: G.D. Newton Title: Secretary APPENDIX A DEFINITION OF U.S. ACCREDITED INVESTOR "Accredited Investor" means any person which comes within any of the following categories: (1) Any bank as defined in Section 3(a)(2) of the United States Securities Act of 1933 (the "U.S. Securities Act") or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act whether acting in its individual or fiduciary capacity; any broker dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934 or any insurance company as defined in Section 2(13) of the U.S. Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees if such plan has total assets in excess of US$5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are U.S. Accredited Investors; (2) Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; (3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US$5,000,000; (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds US$1,000,000; (6) Any natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person's spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (7) Any trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person (being defined as a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment); or (8) Any entity in which all of the equity owners are U.S. Accredited Investors. EX-99.3 4 ex-3.txt EXHIBIT 3--LETTER AGREEMENT Exhibit 3 As of May 25, 2006 Cascade Bancorp 1100 NW Wall Street P.O. Box 369 Bend, Oregon 97709 Re: Transfer of Shares by David F. Bolger Reference is made to the Shareholders Agreement, dated as of December 27, 2005, by and among Cascade Bancorp (the "Company"), David F. Bolger and each person listed on Schedule A thereto (the "Shareholders Agreement"). Mr. Bolger has informed Northfield Mount Hermon School ("Northfield Mt. Hermon") that he intends to transfer by way of an outright gift and without receipt of any payment of consideration in exchange therefor 333,333 Shares (as such term is defined in the Shareholders Agreement) to Northfield Mt. Hermon immediately or shortly following the effective time of the Merger (as such term is defined in the Shareholders Agreement). Northfield Mt. Hermon understands that (i) this transfer constitutes a "Permitted Transfer" under Section 2.03(d) of the Shareholders Agreement, (ii) it will be receiving more than one percent (1%) of the Total Outstanding Common Stock (as such term is defined in the Shareholders Agreement) and (iii) upon receipt of such 333,333 Shares, it will not own five percent (5%) or more of the Total Outstanding Common Stock. Accordingly, Northfield Mt. Hermon hereby agrees, pursuant to Section 2.03(d) of the Shareholders Agreement, that it will not sell more than one percent (1%) of the Total Outstanding Common Stock in any 90-day period without the prior written consent of the Company. Except with respect to the foregoing, Northfield Mt. Hermon understands and acknowledges that, upon receipt of its Shares, it will not be a party to the Shareholders Agreement and the Shares held by it will not be subject to the Shareholders Agreement; provided, that it will be entitled to sell its Shares pursuant to an effective registration statement filed in connection with Section 4 of the Shareholders Agreement (subject to the restrictions set forth in the Investor Representation Letter, dated the date hereof, among Northfield Mt. Hermon, Cascade and Mr. Bolger); provided, further, that it shall not be entitled to make any demand or request to the Company to file or withdraw a registration statement pursuant to Section 4 of the Shareholders Agreement. In addition, to give effect to the foregoing restriction, Northfield Mt. Hermon agrees that the certificates evidencing the Shares shall bear a legend to the following effect until such restrictions are no longer relevant: THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A LETTER AGREEMENT (THE "AGREEMENT") AMONG CASCADE BANCORP (THE "CORPORATION") AND THE REGISTERED HOLDER OF THE SECURITIES (OR THE PREDECESSOR IN INTEREST TO THE SECURITIES). SUCH AGREEMENT CONTAINS RESTRICTIONS ON THE ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF SUCH CORPORATION'S SECURITIES. THE CORPORATION WILL UPON WRITTEN REQUEST FURNISH A COPY OF THE SHAREHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE. NORTHFIELD MOUNT HERMON SCHOOL By /s/ Thomas K. Sturtevant -------------------------------- Name: Thomas K. Sturtevant Title: Head of School Accepted and agreed to as of the date first written above: CASCADE BANCORP By /s/ G. D. Newton -------------------------------- Name: G. D. Newton Title: CFO/EVP and Secretary -----END PRIVACY-ENHANCED MESSAGE-----