UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
x |
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES |
For the Year Ended December 31, 2007
OR
o |
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-12557
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Cascade Corporation Savings and Investment Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Cascade Corporation
2201 N.E. 201st Ave.
Fairview, Oregon 97024-9718
Cascade Corporation Savings and Investment Plan
Contents
Note: Other schedules required by 29 CFR Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable to the Plan.
To the Participants and Administrator of
Cascade Corporation Savings and Investment Plan
In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Cascade Corporation Savings and Investment Plan (the Plan) at December 31, 2007 and 2006, and the changes in net assets available for benefits for the year ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) at December 31, 2007 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
Portland, Oregon
June 30, 2008
1
December 31, 2007 and 2006
|
|
2007 |
|
2006 |
|
||
ASSETS |
|
|
|
|
|
||
Investments at fair value |
|
|
|
|
|
||
Cascade Corporation common stock |
|
$ |
5,401,499 |
|
$ |
8,452,872 |
|
Registered investment companies |
|
42,615,864 |
|
36,703,064 |
|
||
Collective trust funds |
|
26,434,454 |
|
24,950,905 |
|
||
Self-directed brokerage accounts |
|
402,113 |
|
419,665 |
|
||
Participant loans |
|
865,489 |
|
842,426 |
|
||
Total investments |
|
75,719,419 |
|
71,368,932 |
|
||
|
|
|
|
|
|
||
Receivables |
|
|
|
|
|
||
Employer contribution |
|
297,838 |
|
270,017 |
|
||
|
|
|
|
|
|
||
Net assets available for benefits at fair value |
|
76,017,257 |
|
71,638,949 |
|
||
|
|
|
|
|
|
||
Adjustment from fair value to contract value for interest in collective trust relating to fully benefit- responsive investment contracts |
|
(256,775 |
) |
15,650 |
|
||
|
|
|
|
|
|
||
Net assets available for benefits |
|
$ |
75,760,482 |
|
$ |
71,654,599 |
|
The accompanying notes are an integral part of the financial statements.
2
Additions |
|
|
|
|
Investment income |
|
|
|
|
Net depreciation in fair value of investments |
|
$ |
(225,264 |
) |
Interest and dividends |
|
4,928,676 |
|
|
Interest on participant loan payments |
|
71,870 |
|
|
Total investment income |
|
4,775,282 |
|
|
|
|
|
|
|
Contributions |
|
|
|
|
Participant |
|
3,035,883 |
|
|
Employer, net |
|
2,054,405 |
|
|
Rollover |
|
65,594 |
|
|
Total contributions |
|
5,155,882 |
|
|
Total additions |
|
9,931,164 |
|
|
|
|
|
|
|
Deductions |
|
|
|
|
Benefits paid to participants |
|
(5,821,177 |
) |
|
Administrative expenses |
|
(4,104 |
) |
|
Total deductions |
|
(5,825,281 |
) |
|
|
|
|
|
|
Net increase |
|
4,105,883 |
|
|
|
|
|
|
|
Net assets available for benefits |
|
|
|
|
Beginning of year |
|
71,654,599 |
|
|
End of year |
|
$ |
75,760,482 |
|
The accompanying notes are an integral part of the financial statements.
3
December 31, 2007 and 2006
1. Description of the Plan
The following description of the Cascade Corporation Savings and Investment Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plans provisions.
General
The Plan is a defined contribution plan that was established by Cascade Corporation (the Company) on January 1, 1987 to provide a means for savings and investment by employees for retirement purposes. The Plan was amended as of January 1, 1989 to include an employer contribution element and further amended January 1, 1994 to increase the Companys contribution. In addition, the Plan was amended January 1, 2001 to reflect various statutory requirements (so-called GUST amendments) as well as certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001. The Plan, as amended, exists for the exclusive benefit of eligible employees and is intended to comply with Sections 401 and 501 of the Internal Revenue Code (IRC), as amended, and related regulations. The Plan is administered by a committee (the Committee) composed of management of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act (ERISA). Mercer Human Resource Services (Mercer) is the Plans Trustee, custodian and recordkeeper.
Eligibility
Employees of the Company in the United States of America, who are not covered by a collective bargaining agreement, are eligible to participate in the Plan. Employees of business units acquired after December 1, 2006, may participate to the extent the Committee determines. For purposes of eligibility for employer defined and matching contributions, a year of service (defined as the twelve-month period ending on the day preceding the anniversary of an employees date of hire or a calendar year starting after date of hire during which the employee has rendered at least 1,000 hours of service) is required.
Contributions
Participants may contribute up to 100% of their pretax annual compensation, as defined by the Plan and subject to certain annual individual deferral limitations under the IRC. Of this, up to 2 percent of base compensation may be contributed as a retiree medical elective deferral. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions, as defined. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers a variety of mutual funds, collective trust funds, Company stock and a self-directed brokerage account as investment options for participants.
As an incentive for participants to save, the Company contributes a 50% match on the participants first 6% of base compensation contributed to the Plan as a regular elective deferral. The Company also makes a 50% matching contribution on those amounts up to 2% of base compensation contributed to the Plan as a retiree medical elective deferral. Additionally, the Company contributes an amount equal to 4% of each eligible employees base compensation as a defined contribution amount, regardless of whether that eligible employee participates in the elective deferral portion of the Plan or not.
4
December 31, 2007 and 2006
Each participants account is credited with the participants contribution, Company contributions and an allocation of Plan earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account balance.
Vesting
Participants are vested immediately in their own contributions, including earnings thereon. Once eligibility is satisfied, participants are fully vested in the employers matching contributions, including the earnings thereon. A participant is fully vested in the employers defined contribution after three years of service. Defined contribution accounts are also fully vested upon normal or disability retirement and upon death while an employee if such events occur prior to the three year vesting requirement. Prior to January 1, 2007, a participant was fully vested in the employers defined contribution after five years.
Participant Loans
The Plan allows for discretionary loans to participants. Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Participant loans are secured by the balance remaining in the participants account, and loan repayments are paid through payroll deductions. Loan terms range from one to five years. Participants may arrange a loan term of 10 years if the loan is used to establish a home which is the Participants principal residence. The interest rate for a participant loan is fixed as of the loan issue date, and is based on the U.S. Prime Rate plus 1%.
Payment of Benefits
Participant contributions and the vested portion of Company contributions, including earnings thereon, may be withdrawn for a financial hardship as stipulated in the Plan provisions. Upon termination or retirement, all participant contributions and vested Company contributions, including earnings thereon, are distributed in a lump sum payment upon request of the participant. Terminated participants may keep their vested benefits in the Plan subject to a $5,000 threshold. Vested balances less than $5,000 are distributed to the participant as a lump-sum distribution.
Forfeited balances of terminated participants nonvested accounts are used to reduce future employer contributions. During the year ended December 31, 2007, employer contributions were reduced by $10,473 due to forfeitures. At December 31, 2007 and 2006, forfeited nonvested accounts totaled $10,724 and $11,656, respectively.
2. Summary of Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared under the accrual basis of accounting.
5
December 31, 2007 and 2006
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets available for benefits during the reporting period. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plans investments are stated at fair value. Investments in the Companys common stock or other common stock are valued at the last reported sales price on the valuation date or, if no sales are reported for the day, the last published sales price. Investments in registered investment companies are stated at net asset value, based upon the market value of the underlying securities, as determined or provided by Mercer. The self-directed brokerage account allows participants to invest in investment holdings of their choice, within the parameters set by the Plan. The self-directed brokerage account primarily consists of common stock and registered investment companies. Participant loans are valued at their outstanding balances, which approximates fair value.
Collective trust funds represent investments held in pooled funds. The investments held in collective trust funds are contributed from employee benefit plans maintained by more than one employer or a controlled group of corporations that is maintained by a bank, trust company, or similar institution that is regulated, supervised, and subject to periodic examination by a state or federal agency. The Plans interest in the collective trust funds is valued based on information provided by Mercer using the audited financial statements of the collective trust funds at year end.
As described in Financial Accounting Standards Board Staff Position (FSP) AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The Plan invests in investment contracts through a collective trust. As required by the FSP, the Statements of Net Assets Available for Benefits present the fair value of the investment in the collective trust as well as the adjustment of the investment in the collective trust from fair value to contract value relating to the investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
Purchases and sales of investments are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. The Plan presents, in the Statement of Changes in Net Assets Available for Benefits, the net appreciation or depreciation in the fair value of its investments, which consists of realized gains or losses and unrealized appreciation or depreciation on those investments.
Benefits Payable
Benefits are recorded when paid. Accordingly, benefits payable to persons that have elected to withdraw from the Plan but not yet paid have not been accrued.
6
December 31, 2007 and 2006
Plan Expenses
All administrative and investment management expenses of the Plan are reflected in the net asset value of the individual mutual funds and common stock. Therefore, all plan administrative and investment management expenses are paid by the participants. Transactional charges such as loan and stock trading fees are paid by the particular participants involved.
Concentrations of Credit Risk
Financial instruments, which potentially subject the Plan to concentrations of credit risk, consist of investments in mutual funds, common stock, collective trust funds and receivables. The Plan has no formal policy requiring collateral to support the financial instruments subject to credit risk.
Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in risks in the near term would materially affect participant account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.
Recent Accounting Pronouncements and Developments
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157 Fair Value Measurements. The statement defines fair value, establishes a framework for measuring fair value in Generally Accepted Accounting Principles and expands the disclosures about fair value measurement. It is effective for financial statements issued for fiscal years beginning after November 15, 2007. We continue to evaluate the impact of this standard but do not believe that it will have a material impact to the Plan.
3. Investments
The following presents investments that represent 5% or more of the Plans net assets as of December 31:
|
|
2007 |
|
2006 |
|
||
Putnam S&P 500 Index Fund, 352,288 and 340,156 shares, respectively |
|
$ |
13,785,045 |
|
$ |
12,643,609 |
|
Putnam Stable Value Fund, 12,392,634 and 12,322,946 shares, respectively |
|
12,649,409 |
|
12,307,296 |
|
||
American Funds AMCAP Fund, 446,732 and 419,902 shares, respectively |
|
8,970,388 |
|
8,377,055 |
|
||
The George Putnam Fund of Boston, 523,599 and 481,643 shares, respectively |
|
8,409,005 |
|
8,688,837 |
|
||
Putnam International Equity Fund, 220,576 and 165,424 shares, respectively |
|
6,070,242 |
|
5,182,736 |
|
||
Victory Diversified Stock Fund, 335,869 and 324,931 shares, respectively |
|
5,968,387 |
|
5,865,007 |
|
||
Cascade Corporation common stock, 116,261 and 159,790 shares, respectively |
|
5,401,499 |
|
8,452,872 |
|
||
7
December 31, 2007 and 2006
During 2007 the Plans investments (including gains and losses on investments bought and sold, as well as those held during the year) depreciated in value by $225,264 as follows:
Cascade Corporation common stock |
|
$ |
655,984 |
|
Registered investment companies |
|
(1,531,181 |
) |
|
Collective trust funds |
|
632,029 |
|
|
Common stock |
|
17,904 |
|
|
|
|
$ |
(225,264 |
) |
4. Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated June 19, 2002, that the Plan and related trust are designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plans counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
In July 2006, the Financial Accounting Standards Board issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of SFAS No. 109 (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 requires recording uncertain tax positions that exist in the Plans financial statements. FIN 48 was effective for the Plan as of January 1, 2007. Plan management has determined there are no uncertain tax positions and believes there is no FIN 48 impact requiring adjustment or disclosure in the Plans financial statements.
5. Related-Party Transactions
Certain Plan investments represent funds invested in, or maintained by Putnam Investments. Putnam Investments and Mercer are owned by the same parent company, Marsh & McLennan Co. Therefore, these transactions qualify as exempt party-in-interest transactions.
Certain Plan investments are shares of Company common stock. Purchases and sales of Company common stock were $2,677,017 (42,897 shares) and $6,384,372 (86,426 shares), respectively, for the year ended December 31, 2007. At December 31, 2007 and 2006, the Plan held $5,401,499 (116,261 shares) and $8,452,872 (159,790 shares), respectively, of Company common stock.
6. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their employer contributions.
8
December 31, 2007 and 2006
7. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Plans Form 5500:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
Net assets available for benefits per the financial statements |
|
$ |
75,760,482 |
|
$ |
71,654,599 |
|
Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive investment contracts |
|
256,775 |
|
(15,650 |
) |
||
|
|
|
|
|
|
||
Net assets available for benefits per Form 5500 |
|
$ |
76,017,257 |
|
$ |
71,638,949 |
|
The following is a reconciliation of net appreciation in fair value for the year ended December 31, 2007 per the financial statements to the Form 5500:
Net investment income per financial statements |
|
$ |
4,775,282 |
|
Change in adjustment from contract value for interest in collective trust relating to fully benefit-responsive investment contracts |
|
272,425 |
|
|
Net investment income per Form 5500 |
|
$ |
5,047,707 |
|
9
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2007 |
|
Schedule I |
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Cascade Corporation |
|
Common stock, 116,261 shares |
|
|
|
$ |
5,401,499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Funds AMCAP Fund |
|
Registered investment companies, 446,732 shares |
|
|
|
8,970,388 |
|
|
* |
|
The George Putnam Fund of Boston |
|
Registered investment companies, 523,599 shares |
|
|
|
8,409,005 |
|
|
* |
|
Putnam International Equity Fund |
|
Registered investment companies, 220,576 shares |
|
|
|
6,070,242 |
|
|
|
|
Victory Diversified Stock Fund |
|
Registered investment companies, 335,869 shares |
|
|
|
5,968,387 |
|
|
|
|
Royce Premier Investor Class Fund |
|
Registered investment companies, 203,433 shares |
|
|
|
3,531,602 |
|
|
|
|
Vanguard Total Bond Market Index Fund |
|
Registered investment companies, 322,231 shares |
|
|
|
3,273,864 |
|
|
|
|
American Funds Europacific Growth Index Fund |
|
Registered investment companies, 52,653 shares |
|
|
|
2,641,068 |
|
|
|
|
Vanguard Small Cap Growth Index Fund |
|
Registered investment companies, 93,917 shares |
|
|
|
1,879,283 |
|
|
|
|
Vanguard Mid Cap Index Fund |
|
Registered investment companies, 86,842 shares |
|
|
|
1,797,631 |
|
|
* |
|
Putnam Money Market Fund |
|
Registered investment companies, 74,396 shares |
|
|
|
74,394 |
|
|
|
|
Total registered investment companies |
|
|
|
|
|
42,615,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Putnam S&P 500 Index Fund |
|
Collective trust funds, 352,288 shares |
|
|
|
13,785,045 |
|
|
* |
|
Putnam Stable Value Fund |
|
Collective trust funds, 12,392,634 shares |
|
|
|
12,649,409 |
|
|
|
|
Total collective trust funds |
|
|
|
|
|
26,434,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Self-directed brokerage accounts |
|
Self-directed accounts |
|
|
|
402,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant loans |
|
5.00% - 9.25%, maturities from 2008 to 2012 |
|
|
|
865,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
75,719,419 |
|
* |
|
Represents a party-in-interest to the Plan. |
(1) |
|
Cost information has been omitted with respect to participant directed assets. |
10
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
|
Cascade Corporation Savings and Investment Plan |
|
Date:June 30, 2008 |
|
|
|
By: |
Cascade Corporation
Savings and Investment |
|
|
|
|
|
|
|
By: |
/s/ Joseph G. Pointer |
|
|
Joseph G. Pointer |
|
|
Administrative Committee Member |
11