-----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, FB6Ljiyksa+wAq8O10bLifxEzOfV8ACdd7dkCSj5WCJ9VTVHAddY8VdzApovSQrM 0I3lKpwW80yxmYSaIadUFA== 0000912057-00-019845.txt : 20000428 0000912057-00-019845.hdr.sgml : 20000428 ACCESSION NUMBER: 0000912057-00-019845 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000511 FILED AS OF DATE: 20000427 FILER: 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: DEF 14A SEC ACT: SEC FILE NUMBER: 001-12557 FILM NUMBER: 609775 BUSINESS ADDRESS: STREET 1: 2201 N.E. 201ST AVE. CITY: FAIRVIEW STATE: OR ZIP: 97024-9718 BUSINESS PHONE: 5036696300 MAIL ADDRESS: STREET 1: 2201 N.E. 201ST AVE CITY: FAIRVIEW STATE: OR ZIP: 97024-9718 DEF 14A 1 DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Cascade Corporation - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ NOTICE OF ANNUAL MEETING To the Shareholders: Cascade Corporation's 2000 Annual Meeting will take place on Thursday, May 11, 2000, at 10:00 a.m., Pacific Daylight Time, at our Corporate Headquarters, 2201 N.E. 201st Ave., Fairview, Oregon 97024. Shareholders will be asked to consider the following items of business: 1. Electing two Directors to serve three-year terms. 2. Such other business as may properly come before the meeting. Shareholders of record at the close of business on March 27, 2000 will be entitled to vote at the meeting. IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE SO THAT YOUR SHARES WILL BE VOTED. THE ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. Kurt G. Wollenberg Secretary Portland, Oregon April 13, 2000 PROXY STATEMENT ELECTION OF DIRECTORS Our Board of Directors currently consists of ten directors, and will consist of nine directors following the Annual Meeting. Our Bylaws divide the Board of Directors into three groups. The term of office of one group expires at each Annual Meeting. This year the terms of Messrs. Knudsen, Mercier and Hoffman expire, and Mr. Hoffman has decided not to stand for reelection. Mr. Knudsen and Mr. Mercier are nominated for reelection and, if elected, will serve terms ending in 2003. The accompanying proxy will be voted in favor of Mr. Knudsen and Mr. Mercier, or, if either of them is unable to serve, for another nominee designated by the Board of Directors. Election of directors will be determined by a plurality of the votes cast. Abstentions or broker non-votes will not affect the determination of a plurality. Each nominee was elected to the Board at the 1999 Annual Meeting. NOMINEES
C. CALVERT KNUDSEN Director since 1974 Age 75 Mr. Knudsen has served as Chairman of the Corporation since May 14, 1998. He is a director of West Fraser Timber Co., Ltd., a trustee of the Washington Research Foundation, retired Chairman and Chief Executive Officer of MacMillan Bloedel, Ltd., a director of The Ostrum Company, and Chairman of The Dundee Wine Company. ERNEST C. MERCIER Director since 1997 Age 67 Mr. Mercier is Chairman of Oxford Properties Group, Inc. He is also a director of Camvec Corporation, a transportation company, and Golden Star Resources, Ltd., a gold and diamond exploration company.
DIRECTORS WHOSE TERMS CONTINUE GROUP 2 (TERM EXPIRES 2001) NICHOLAS R. LARDY Director since 1993 Age 54 Mr. Lardy is a Senior Fellow at The Brookings Institution, a policy research institution. JAMES S. OSTERMAN Director since 1994 Age 61 Mr. Osterman is President of Outdoor Products Group, Oregon Cutting Systems Division of Blount, Inc., a diversified manufacturer. NANCY A. WILGENBUSCH Director since 1997 Age 52 Ms. Wilgenbusch is President of Marylhurst College. She currently Chairs the Oregon Regional Advisory Board for Pacificorp, and serves on the Pacificorp Advisory Board for Scottish Power, an international energy company. She is Chairman of the Portland Branch of the Federal Reserve Bank of San Francisco.
1 GROUP 3 (TERM EXPIRES 2002)
ROBERT C. WARREN, JR. Director since 1982 Age 51 Mr. Warren has served as President and Chief Executive Officer of the Corporation since May, 1996. He was President and Chief Operating Officer until May, 1996, and was formerly Vice President-- Marketing. He is a director of ESCO Corporation, a manufacturer of high alloy steel products. GREG H. KUBICEK Director since 1998 Age 43 Mr. Kubicek is President of The Holt Company, a commercial real estate development company, and serves as President, Holt Homes, Inc. and Affiliates, Managing Member, TKGG, Inc. and Affiliates, a commercial property development and management company, and director, Bay Audio, an in-home audio and electronics firm. JACK B. SCHWARTZ Director since 1995 Age 63 Mr. Schwartz is a partner in the law firm of Newcomb, Sabin, Schwartz & Landsverk, LLP and Assistant Secretary of the Corporation. HENRY W. WESSINGER II Director since 1998 Age 47 Mr. Wessinger is Senior Vice President, Ragen MacKenzie, Inc., a brokerage firm; he serves as a trustee of the Oregon Graduate Institute of Science and Technology; a trustee of the Catlin Gabel School Foundation, and a director of River View Cemetery.
INFORMATION CONCERNING THE BOARD AND ITS COMMITTEES The Board of Directors has standing Audit, Compensation and Nominating and Governance Committees. The Audit Committee, consisting of Messrs. Mercier, Hoffman, Knudsen, and Osterman and Ms. Wilgenbusch, recommends annually to the Board the engagement of independent certified public accountants and reviews matters relating to their audit of the Corporation's records. The Compensation Committee, consisting of Messrs. Osterman, Hoffman, Knudsen, and Kubicek, recommends compensation levels and components for executive officers of the Corporation. The Nominating and Governance Committee consists of Messrs. Warren, Knudsen, Lardy, and Wessinger. It makes recommendations to the Board with respect to nominations or elections of directors and officers. The Nominating and Governance Committee will consider prospective nominees to the Board of Directors recommended in writing by shareholders. Shareholders should address recommendations to the Committee at the Corporation's Executive Offices. The Board of Directors met five times during the year ended January 31, 2000, the Audit Committee met three times, the Compensation Committee met three times, and the Nominating and Governance Committee met once. Each director attended at least 75% of the meetings of the Board and committees on which he or she served. Directors who are not employees of the Corporation received a $15,000 annual retainer, and attendance fees of $1,000 for each Board meeting and $700 for each committee meeting attended during the year. Following adoption of amendments to Cascade's Senior Managers' Incentive Stock Option Plan at the May, 1999, Annual Meeting of Shareholders, each Director received an option to purchase 5,000 common shares at $15.25 per share ($13.00 for Directors first elected by the shareholders at that meeting). 2 STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information, as of April 2, 2000, concerning each beneficial owner of more than 5% of Cascade's common shares, beneficial ownership by all Directors, and by the corporate officers named in the Summary Compensation table on Page 8. As of April 2, 2000, 11,439,890 common shares and one special voting share were outstanding. The share totals and percentage calculations below assume the conversion of 800,000 outstanding exchangeable shares issued by a Cascade subsidiary into a like number of common shares. TD Trust Company holds the special voting share as trustee for the exchangeable shares and is entitled to cast 800,000 votes on matters presented to shareholders. TD Trust Company is required to vote as the owner of the exchangeable shares may instruct.
AMOUNT AND NATURE OF PERCENT OF PERSON OR ENTITY BENEFICIAL OWNERSHIP(1) CLASS(2) - ---------------- ----------------------- ---------- THE ROBERT C. AND NANI S. WARREN REVOCABLE TRUST, of which Nani S. Warren, Robert C. Warren, Jr., C. Calvert Knudsen, and Jack B. Schwartz are Trustees and share investment powers. Mr. Warren has sole voting power. Messrs. Knudsen and Schwartz disclaim beneficial ownership in Trust shares. c/o P.O. Box 20187 Portland, Oregon 97294-0187............................. 1,631,192 13.3% WILLIAM J. HARRISON The total shown includes 5,000 common shares as to which Mr. Harrison holds sole voting power and 800,000 exchangeable shares owned by W.J. Harrison Holdings, Ltd., each of which may be exchanged for one common share. Mr. Harrison owns 100% of the outstanding shares of W.J. Harrison Holdings, Ltd. Information is based upon a Schedule 13D filed with the Securities and Exchange Commission on or about February 9, 1999. 27 Fox Run Drive, RR#3 Guelph, Ontario, Canada N1H 6N9......................... 815,000 6.7% DIMENSIONAL FUND ADVISORS I The total shown reflects a Schedule 13G filed with the Securities and Exchange Commission on or about February 3, 2000. 1211 Ocean Avenue, 11(th) Floor Santa Monica, California 90401.......................... 684,450 5.6% WELLINGTON MANAGEMENT CO. LLC The total shown reflects a Schedule 13G filed with the Securities and Exchange Commission on or about February 14, 2000, and includes 230,950 shares as to which sole voting power is held. 75 State Street Boston, Massachusetts 02109............................. 678,200 5.5% JACK B. SCHWARTZ............................................ 136,681(3) 1.1% ROBERT C. WARREN, JR........................................ 125,592(4)(5) 1.0% ERIC HOFFMAN................................................ 10,687 C. CALVERT KNUDSEN.......................................... 10,687 JAMES S. OSTERMAN........................................... 8,287 NICHOLAS R. LARDY........................................... 6,587
3
AMOUNT AND NATURE OF PERCENT OF PERSON OR ENTITY BENEFICIAL OWNERSHIP(1) CLASS(2) - ---------------- ----------------------- ---------- GREG H. KUBICEK............................................. 4,615 HENRY W. WESSINGER II....................................... 4,250 ERNEST MERCIER.............................................. 3,687 NANCY WILGENBUSCH........................................... 2,687 RICHARD S. ANDERSON......................................... 25,233(5) GREGORY S. ANDERSON......................................... 20,940(5) TERRY H. CATHEY............................................. 19,762 KURT G. WOLLENBERG.......................................... 19,820(5) JAMES P. MILLER............................................. 30,517(6) 17 Officers and Directors as a Group........................ 2,092,138(7) 17.1%
- ------------------------ (1) Includes shares issuable upon exercise of currently vested stock options or options that will vest within 60 days of April 13, 2000, as follows: R.C. Warren, 40,701; J.P. Miller, 26,234; T.H. Cathey, 19,762; R.S. Anderson, 16,672; Mr. G.S. Anderson, 16,188; K.G. Wollenberg, 13,576; Messrs. Hoffman, Knudsen, Lardy, Mercier, Osterman and Schwartz and Ms. Wilgenbusch, 2,500 each; Messrs. Kubicek and Wessinger, 1,250 each; and all executive officers and directors, 153,133. (2) No officer or director owns more than 1% of Cascade's outstanding shares except for the following who may be considered to own beneficially the percentages indicated: R.C. Warren, Jr., 14.3%; C.C. Knudsen, 13.4%; and J.B. Schwartz, 14.4%. These percentages in each case include shares held as trustee for the Robert C. and Nani S. Warren Revocable Trust and should not be combined to determine the total percentage voting power of the persons listed. (3) Includes shared voting and investment powers as to 128,394 shares, or 1.1% of those outstanding, held by a charitable foundation, as to which Mr. Schwartz disclaims beneficial interest. (4) Includes shared voting and investment powers as to 13,080 shares, and sole voting and investment powers as to 7,196 shares, held as fiduciary for the benefit of various family members and an estate, as to which Mr. Warren disclaims beneficial interest. (5) Includes shares held for the benefit of these officers by a 401(k) plan as follows: R.C. Warren, Jr., 27,597; R.S. Anderson, 2,287; G.S. Anderson, 4,752; and K.G. Wollenberg, 3,744. (6) Mr. Miller separated from Cascade employment October 31, 1999. (7) Includes an aggregate of 1,779,860 shares held by officers and directors in fiduciary capacities. CERTAIN TRANSACTIONS INVOLVING DIRECTORS AND MANAGEMENT Newcomb, Sabin, Schwartz & Landsverk, LLP, a firm in which a director, Jack B. Schwartz, is a partner, provides Cascade legal services in the ordinary course of business. During the year ended January 31, 2000, Cascade paid the firm fees approximating $620,000 on account of such services and additional services in connection with environmental matters and related litigation. Mr. Miller agreed to serve as a consultant to Cascade for an 18-month period following his separation from Cascade employment for payment of $100,000, of which approximately $17,000 was paid during the year ended January 31, 2000. He will receive a $187,500 severance benefit, payable during the year ending January 31, 2001. 4 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires directors, executive officers and holders of more than 10% of any class of our shares to file reports regarding their stock ownership and any changes in that ownership with the Securities and Exchange Commission. Cascade believes its officers, directors and 10% shareholders complied with all Section 16(a) filing requirements during the year ended January 31, 2000 with the exception of Mr. Lardy and Mr. Osterman, each of which inadvertently filed one late report covering one purchase transaction. In making this statement, Cascade has relied upon the representations of its officers and directors. EXECUTIVE OFFICER COMPENSATION SUMMARY COMPENSATION TABLE The following table provides information concerning compensation of Cascade's Chief Executive Officer and each of its four other most highly compensated executive officers for the year ended January 31, 2000, and for each of the prior two fiscal years.
ANNUAL COMPENSATION ---------------------------- ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY INCENTIVE PAYMENT COMPENSATION(1) - --------------------------- -------- -------- ----------------- ---------------- 1999 $325,000 $175,000 $11,400 Robert C. Warren, Jr........................................ 1998 275,004 272,833 11,400 President and Chief Executive Officer 1997 275,004 82,500 85,979 1999 187,500(2) 150,000 11,400 James P. Miller............................................. 1998 200,004 198,424 11,400 Executive Vice President, Chief Operating Officer 1997 220,954 60,000 11,150 1999 160,000 95,455 11,400 Terry H. Cathey............................................. 1998 150,000 148,818 11,000 Sr. Vice President--Americas 1997 150,000 45,000 57,508 1999 150,000 95,455 11,000 Kurt G. Wollenberg.......................................... 1998 130,020 129,975 5,201 Sr. Vice President--Finance 1997 58,335(3) 3,317 -- 1999 140,000 82,727 10,600 Richard S. Anderson......................................... 1998 130,020 128,975 10,167 Sr. Vice President--International 1997 120,000 36,000 9,433 1999 140,000 82,727 10,600 Gregory S. Anderson......................................... 1998 129,955 128,975 10,167 Vice President--Human Resources 1997 120,000 36,000 9,433
- ------------------------------ (1) The amounts shown are Cascade contributions to a 401(k) plan for the benefit of the named executives. The 1999 amount shown for Mr. Miller includes a $15,625 accrued vacation benefit paid when he separated from Cascade employment. 1997 amounts for Messrs. Warren and Cathey include lump sum benefits of $74,829 and $46,906, respectively, paid on termination of a retirement plan in which they participated. (2) Mr. Miller separated from Cascade employment October 31, 1999. (3) Mr. Wollenberg entered Cascade employment July 1, 1997. COMPENSATION PURSUANT TO STOCK OPTIONS
POTENTIAL REALIZABLE VALUE AT ASSUMED RATES VALUE OF # OF % OF APPR. FOR UNEXERCIZED OPTIONS TOTAL EXERCISE OPTION TERM(2) OPTIONS IN-THE-MONEY GRANTED IN OPTIONS PRICE PER EXPIRATION --------------------- OUTSTANDING OPTIONS AT NAME 1999 GRANTED SHARE DATE(1)(2) 5% 10% AT 1/31/00 1/31/00 - ---- ---------- -------- --------- ---------- -------- ---------- ----------- ------------ Robert C. Warren, Jr...... 4,545 9.16% 14.30 5/13/09 40,874 103,583 67,360 -- James P. Miller........... 3,846 7.75 13.00 5/13/09 -- -- 26,234 -- Terry H. Cathey........... 2,461 4.96 13.00 5/13/09 20,120 50,988 29,408 -- Kurt G. Wollenberg........ 2,307 4.65 13.00 5/13/09 18,861 47,798 28,307 -- Richard S. Anderson....... 2,153 4.34 13.00 5/13/09 17,602 44,607 26,087 -- Gregory S. Anderson....... 2,153 4.34 13.00 5/13/09 17,602 44,607 23,653 --
- ------------------------------ (1) Under the terms of the Stock Option Plan, options are granted at fair market value (110% of fair market value in Mr. Warren's case). Vesting for options granted in 1998 and 1999 occurs over a four year period, while options granted in previous years generally may not be exercised until the employee has completed three years of continuous employment with Company or its subsidiaries from the grant date. Options have a term of ten years and generally terminate on the date of the optionee's termination of employment wth the corporation, or in the event of death or disability, on the first anniversary of the optionee's termination of employment. Options granted to Mr. Miller expire May 31, 2000. (2) Potential Realizable Value calculation assumes appreciation at the rate shown beginning on the date of grant through the option expiration date. 5 COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION The Compensation Committee recommends executive salary levels and compensation programs to the Board of Directors for approval. Compensation for key Cascade executives consists of three major elements: base salary, annual incentive, and long term incentive. The Committee, with advice from the consulting firm of William M. Mercer Co., reviewed executive compensation and developed an approach to salary and incentive compensation which will be fully implemented during the current fiscal year, with the year ended January 31, 2000 as a transitional year. The Committee recommended base salary levels for the year ended January 31, 2000, after considering both compensation ranges for executives with like responsibilities in comparable companies and industries, and their view that executive compensation should reflect performance incentives to a substantial degree. As fully implemented, the incentive plan groups executive officers according to responsibility levels and establishes target annual incentive levels for each group ranging from 50% to 75% of base pay. Incentive payments are triggered only if Cascade operating income reaches 75% of budget. Executive incentive awards are based on three criteria: Cascade's operating income relative to budget (40%); return on assets (40%), and 20% on the individual executive's achievement against agreed objectives. Once threshold operating income of 75% of budget is reached, executive officers will be eligible for bonuses equal to a minimum of 40%, and a maximum of 200%, of base pay depending upon the degree to which the three qualifying criteria are met. For the year ended January 31, 2000, actual incentive payments ranged from 52% to 58% of the participants' target levels. The Committee and the Board provided long-term incentives through option grants under Cascade's Senior Managers' Incentive Stock Option Plan. The Committee and the Board establish the Chief Executive Officer's compensation according to the criteria outlined above. Mr. Warren's incentive level target for the current year will equal 75% of base salary, and his incentive payment will be based 50% on operating income relative to budget and 50% on return on assets, thus tying his incentive eligibility entirely to overall corporate performance. COMPENSATION COMMITTEE Eric Hoffman C. Calvert Knudsen Greg H. Kubicek James S. Osterman, Chairman 6 PERFORMANCE GRAPH The following graph compares the annual percentage change in the cumulative shareholder return on Cascade common stock with the cumulative total return of the Russell 2000 Index and an industry group of peer companies, in each case assuming investment of $100 on January 31, 1995, and reinvestment of dividends. EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* AMONG CASCADE CORPORATION, THE RUSSELL 2000 INDEX AND A PEER GROUP CASCADE CORPORATION PEER GROUP RUSSELL 2000 01/95 $100.00 $100.00 $100.00 01/96 $115.88 $130.00 $130.03 01/97 $146.22 $178.24 $159.18 01/98 $143.07 $166.70 $202.86 01/99 $138.54 $134.34 $188.88 01/00 $98.02 $123.46 $185.41 * $100 INVESTED ON 1/31/95 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDING JANUARY 31.
The peer group comprises the following companies: Agco Corp., Alamo Group Inc., Arts Way Mfg. Inc., Astec Inds, Inc., Farr Co., Gehl Co., Gencor Inds. Inc., Jlg. Inds. Inc., Lindsay Mfg. Co., Nordson Corp., Peeless Mfg. Co., SI Handling Sys. Inc., Utilx Corp., Valmont Inds. Inc. 7 INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Cascade has selected PricewaterhouseCoopers LLP, an independent certified public accounting firm, to continue to serve it in that capacity for the current fiscal year. Cascade expects representatives of PricewaterhouseCoopers LLP to be present at the meeting. They will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions from shareholders. PROXY SOLICITATION Cascade may make arrangements with brokerage houses and other custodians to send proxies and proxy-soliciting materials to their principals, and may reimburse them for their expenses. SHAREHOLDER PROPOSALS Shareholder proposals intended to be presented at the next Annual Meeting must be received by Cascade no later than January 31, 2001, to be included in the proxy materials for the meeting. ANNUAL REPORT Cascade is mailing its Annual Report to shareholders with this Notice of Annual Meeting and Proxy Statement. The Annual Report is not incorporated in the Proxy Statement by reference, nor is it a part of the proxy-soliciting material. A COPY OF CASCADE'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS AVAILABLE WITHOUT CHARGE TO RECORD OR BENEFICIAL SHAREHOLDERS AS OF THE RECORD DATE. REQUESTS FOR THE FORM SHOULD BE ADDRESSED TO THE SECRETARY, CASCADE CORPORATION, AT ITS EXECUTIVE OFFICES, P.O. BOX 20187, PORTLAND, OREGON 97294-0180. 8 - ----------------------------------------------------------------------------------------------------------------------------------- P R O X Y CASCADE CORPORATION PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 11, 2000 THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints R.C. Warren and K.G. Wollenberg as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent, and to vote, as designated hereon, all the shares of common stock of Cascade Corporation held of record by the undersigned on March 27, 2000, at the Annual Meeting of Shareholders to be held at Cascade Corporation, 2201 N.E. 201st Ave., Fairview, OR 97024, on May 11, 2000, and at any adjournment or postponement thereof. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE TWO NOMINEES FOR ELECTION AS DIRECTORS. THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, WILL BE VOTED FOR THE TWO NOMINEES FOR ELECTION AS DIRECTORS. (CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE.) - ----------------------------------------------------------------------------------------------------------------------------------- * FOLD AND DETACH HERE *
- ----------------------------------------------------------------------------------------------------------------------------------- Please mark your votes as indicated in /X/ this example Election of Two Directors to serve three-year terms. For, except vote withheld from the following nominee(s): FOR ALL WITHHELD _______________________________________________________________ NOMINEES ALL NOMINEES NOMINEES: C.C. Knudsen and E.C. Mercier / / / / Please sign exactly as your name appears. When shares are held by joint tenants, both should sign. When signing as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized person. Date ______________________________________________________, 2000 _________________________________________________________________ Signature _________________________________________________________________ _________________________________________________________________ Signature - ----------------------------------------------------------------------------------------------------------------------------------- * FOLD AND DETACH HERE *
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