SC 13D 1 w62749sc13d.htm SCHEDULE 13D sc13d
 

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

______

SCHEDULE 13D
(Rule 13d-101)

Under the Securities Exchange Act of 1934

Crown Pacific Partners, L.P.


(Name of Issuer)

Common Units representing limited partner interests


(Title of Class of Securities)

228439 10 5


(CUSIP number)

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


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

July 25, 2002


(Date of event which requires filing of this statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [   ].

     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

______

     *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 228439 10 5   13D Page 2 of 10 Pages  
         

1   NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
   
 
    Carlson Capital, L.P. I.R.S. Identification No. 75-249-4317
                    

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

3   SEC USE ONLY
 
   
         

4   SOURCE OF FUNDS*    
 
    WC    
           

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

6   CITIZENSHIP OR PLACE OF ORGANIZATION    
         
    Delaware    

                 
NUMBER OF     7     SOLE VOTING POWER
               
SHARES         0
             
BENEFICIALLY     8     SHARED VOTING POWER
               
OWNED BY         1,650,800
             
EACH     9     SOLE DISPOSITIVE POWER
               
REPORTING         0
             
PERSON     10     SHARED DISPOSITIVE POWER
               
WITH         1,650,800
         

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
         
    1,650,800    

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

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
       
    5.41%    

14   TYPE OF REPORTING PERSON*    
       
    IA, PN  

 


 

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

1   NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
   
 
    Carlson Offshore Advisors, L.P. I.R.S. Identification No. 75-273-3266
       

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

3   SEC USE ONLY
 
   
         

4   SOURCE OF FUNDS*    
 
    WC    
           

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

6   CITIZENSHIP OR PLACE OF ORGANIZATION    
         
    Delaware    

                 
NUMBER OF     7     SOLE VOTING POWER
               
SHARES         0
             
BENEFICIALLY     8     SHARED VOTING POWER
               
OWNED BY         1,650,800
             
EACH     9     SOLE DISPOSITIVE POWER
               
REPORTING         0
             
PERSON     10     SHARED DISPOSITIVE POWER
               
WITH         1,650,800
         

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
         
    1,650,800    

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

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
       
    5.41%    

14   TYPE OF REPORTING PERSON*    
       
    IA, PN  

 


 

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

1   NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
   
 
    Clint D. Carlson Social Security No. ____
                    

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

3   SEC USE ONLY
 
   
         

4   SOURCE OF FUNDS*    
 
    PF    
           

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

6   CITIZENSHIP OR PLACE OF ORGANIZATION    
         
    UNITED STATES OF AMERICA    

                 
NUMBER OF     7     SOLE VOTING POWER
               
SHARES         5,000
             
BENEFICIALLY     8     SHARED VOTING POWER
               
OWNED BY         1,650,800
             
EACH     9     SOLE DISPOSITIVE POWER
               
REPORTING         5,000
             
PERSON     10     SHARED DISPOSITIVE POWER
               
WITH         1,650,800
         

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
         
    5,000    

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

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
       
    0.02%    

14   TYPE OF REPORTING PERSON*    
       
    IN  

 


 

Item 1. Security and Issuer

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

Item 2. Identity and Background

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

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

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

     During the last five years, none of the Reporting Persons, Asgard Investment Corp., or Nancy Carlson has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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

Item 3. Source and Amount of Funds or Other Consideration

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

 


 

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

Item 4. Purpose of Transaction

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

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

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

Item 5. Interest in Securities of the Issuer

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

 


 

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

          Except as set forth above in Item 2, there exist no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

     
Exhibit A:   Transactions in Common Units Within Past 60 Days.
     
Exhibit B   Joint Filing Agreement

 


 

SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
Dated: August 5, 2002    
    CARLSON CAPITAL, L.P.
    CARLSON OFFSHORE ADVISORS, L.P.
     
    /s/ CLINT D. CARLSON

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

    By: Clint D. Carlson

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