<PAGE>

===============================================================================

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

                                   ---------

                                   FORM 10-K

           /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended January 31, 2000

           / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Transition Period From ____ to ____

                                   ---------

                         Commission file number 1-12557

                              CASCADE CORPORATION
             (Exact name of registrant as specified in its charter)

              OREGON                                    93-0136592
 (State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)

                2201 N.E. 201ST AVE. FAIRVIEW, OREGON 97024-9718
               (Address of principal executive office) (Zip Code)

        Registrant's telephone number, including area code: 503-669-6300
          Securities registered pursuant to Section 12(b) of the Act:
                     COMMON STOCK, PAR VALUE $.50 PER SHARE
          Name of exchange on which registered: NEW YORK STOCK EXCHANGE
        Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/   No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this form 10-K. / /

The aggregate market value of common stock held by non-affiliates of the
registrant as of March 31, 2000 was $125,838,790.

The number of shares outstanding of the registrant's common stock as of March
31, 2000 was 11,439,890.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the 1999 Annual Report to Shareholders are incorporated by
reference into Parts I, II and IV. Portions of the definitive Proxy Statement
dated April 2000 to be delivered to shareholders in connection with the
Annual Meeting of Shareholders to be held May 11, 2000 are incorporated by
reference into Parts I and III.

===============================================================================


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              PAGE
                                                                              ----
<S>                                                                            <C>
PART I
    ITEM 1.   BUSINESS                                                          1
                General                                                         1
                Attachment Products                                             1
                Fork Products                                                   2
                Other                                                           3

    ITEM 2.   PROPERTIES                                                        4

    ITEM 3.   LEGAL PROCEEDINGS                                                 4

    ITEM 4.   SUBMISSION OF MATTERS TO A VOTE
                OF SECURITY HOLDERS                                             4

PART II
    ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
                RELATED STOCKHOLDER MATTERS                                     5

    ITEM 6.   SELECTED FINANCIAL DATA                                           5

    ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS                             5

    ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                       8

    ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                ON ACCOUNTING AND FINANCIAL DISCLOSURE                          8

PART III
    ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                8

    ITEM 11.  EXECUTIVE COMPENSATION                                            8

    ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                AND MANAGEMENT                                                  8

    ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                    9

PART IV
    ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
                REPORTS ON FORM 8-K                                             9

SIGNATURES                                                                     10
</TABLE>



NOTE: All references to the fiscal year (i.e. Fiscal 1997, 1998 and 1999) refer
to the period ended January 31 of the year subsequent to the fiscal year (i.e.
January 31, 1998, January 31, 1999, and January 31, 2000).


<PAGE>

                                     PART I

ITEM 1.   BUSINESS

GENERAL

          Cascade Corporation is a corporation organized in 1943 under the
laws of the State of Oregon. The term "the Company" includes Cascade
Corporation and subsidiaries. The Company's headquarters are located at 2201
N.E. 201st Ave. Fairview, Oregon 97024 (telephone number 503-669-6300).

          The Company has for many years been one of the world's leading
manufacturers of attachments, hose reels, sideshifters, hydraulic cylinders
and related replacement parts, primarily for the lift truck industry.
Acquisitions in 1996 and 1997 expanded the Company's attachment and hydraulic
cylinder capabilities, and broadened its focus to include forks, also
primarily for the lift truck industry. The Company divested its Mast Division
in January, 1999, and its Industrial Tires Limited subsidiary in April, 1999,
and is now focused on its primary attachment and fork business.

          Following these acquisitions and divestitures, the Company
organized itself into two basic divisions: Attachment Products and Fork
Products, however both divisions serve the lift truck industry. A description
of each group follows:

ATTACHMENT PRODUCTS

          The Attachment Products division manufactures an extensive line of
hydraulically actuated attachments designed for mounting on industrial lift
trucks. The primary function of these products is to increase the scope and
efficiency of materials handling applications normally performed by lift
trucks. The Attachment Products division offers a wide variety of
functionally different attachments, each of which has several models,
capacities and optional combinations. These attachments have been designed to
clamp, lift, rotate, push, pull, tilt and sideshift a variety of loads such
as appliances, paper rolls, baled materials, textiles, beverage containers,
drums, canned goods, bricks, masonry blocks, lumber, plywood and boxed,
packaged, palletized and containerized products of virtually all types.

          In addition, the Attachment Products division manufactures
hydraulic cylinders, which are used to transmit power in lift trucks and
other types of machinery and industrial equipment. A substantial number of
cylinders are utilized in the Company's proprietary lift truck attachment
products. Hydraulic cylinders are also sold to manufacturers of various types
of materials handling and other mobile equipment, usually through the
customer's purchasing and engineering departments.

           The Company believes its Attachment Products division is one of
the leading domestic and foreign independent suppliers of hydraulically
actuated materials handling equipment designed for mounting on industrial
lift trucks. Several lift truck manufacturers, who are customers of the
Company, are also competitors in varying degrees to the extent that they
manufacture a portion of their attachment requirements. Since the Attachment
Products division offers a broad line of attachments capable of supplying a
significant part of the total requirements for the entire lift truck
industry, the Company believes lower costs resulting from its relatively high
unit volume would be difficult for any individual lift truck manufacturer to
achieve.

          This division's products are sold to both original equipment
manufacturers (OEMs) and equipment dealers. Products are marketed throughout
the United States, Canada, Latin America, Europe, the Middle East, Australia,
Africa and Asia.

          Since the Attachment Products division deals with lift truck
manufacturers and their dealers, a substantial portion of its sales are to a
few major customers, none of which account for more than 10% of the
division's total sales.

                                       1


<PAGE>

          The Attachment Products division purchases raw materials and
components, principally rolled products from steel mills, unfinished castings
and forgings, hydraulic motors and hardware items such as fasteners, rollers,
hydraulic seals and hose assemblies. The division is not currently
experiencing any shortages in obtaining raw materials or purchased parts. A
significant portion of rolled steel is purchased from a German steel mill.
With respect to other materials, the division has several domestic and
foreign suppliers. Difficulties in obtaining any of those items could affect
the division's results.

          The division's headquarters are located in Portland, Oregon. North
American manufacturing activities are conducted in its plants in Portland,
Oregon; Springfield, Ohio; Beulaville, North Carolina, Warner Robins,
Georgia; and Toronto, Ontario, Canada. Overseas manufacturing sites include
the United Kingdom, The Netherlands, Australia, Sweden and China. In
addition, this division has sales, engineering and warehousing facilities in
Japan, Korea, Germany, France, Spain, Finland, New Zealand and South Africa.

          The Attachment Products division maintains an extensive research
and development effort aimed at increasing the efficiency, durability and
capacity range of its product line. The Company does not believe patents are
important to the division's business. The division's products are
manufactured with the Cascade name and symbol, for which the Company has
secured trademark protection.

FORK PRODUCTS

          In March 1997, the Company established the Fork Products division
with the purchase of Kenhar Corporation (see note 10 to the 1999 Annual
Report to Shareholders). Forks are certified lifting devices and subject to
strict design, construction and safety requirements established by industry
associations and the International Standards Association. The Fork Products
division continues to market under the Kenhar brand name. Kenhar forks are
carefully designed and engineered products requiring specially formulated
steel, a manufacturing process which strengthens the "heel", certified
welding of the brackets which hold them to the carriage and heat treatment of
the finished product.

          The Fork Products division presently offers a wide variety of both
standardized and specialized forks. Fork characteristics are dictated by the
expected capacity to be lifted, the characteristics of the load, the ambient
environment in which they are employed, the terrain over which the load will
be moved and the operational life cycle of the vehicle using the fork.
Accordingly, while there are some standard fork products, the market demands
a wide range of forks in custom sizes and shapes.

          The Company believes the Fork Products division is one of the
leading independent manufacturers of forks for lift trucks in the world.
Market share varies by geographic region. In addition to sales to the lift
truck market, the Fork Products division has an increasing market share of
forks sold to OEMs of construction, mining, agricultural and industrial
(other than lift trucks) mobile equipment. The Company believes the Fork
Products segment is the leading manufacturer in North America. It is the
preferred supplier of many OEMs as well as after-market dealers and
distributors. This division also has significant market share in Europe and
is continuing its sales and manufacturing expansion into the Asia/Pacific
region. Since the Fork Products division offers a broad range of both
standard and specialized forks it is capable of supplying a significant part
of the total requirements for the lift truck industry.

          As with attachments, the division's sales are primarily related to
the lift truck industry. A substantial portion of its sales are to a few
major customers. During 1999, the division's largest customer accounted for
14.0% of its sales, while sales to its next largest customer were 7.6%.

                                       2


<PAGE>

          The Fork Products division purchases material and components
necessary to produce its products. The principal item purchased is bar steel.
The division is not currently experiencing any shortage in obtaining bar
steel. As with other manufactures using bar steel, the Fork Products division
obtains its bar steel from steel mills under long-term purchase contracts.
While the division has alternative suppliers of bar steel identified,
difficulties in obtaining alternative sources of bar steel could affect the
division's operating results should bar steel from one of its primary
suppliers become unavailable.

          Headquarters of this division are located in Portland, Oregon.
North American manufacturing activities are conducted in plants in Guelph,
Canada and Findlay, Ohio. Overseas manufacturing sites include Manchester,
United Kingdom; La Machine, France; Brescia, Italy; Hebei, China; and Inchon,
South Korea.

          This division's products are primarily sold to OEMs and also to
lift truck dealers. Products are marketed extensively throughout North
America and Europe. In addition, the division is continuing to increase
marketing activities and market share in Asia, Australia and New Zealand.

          Patents have been a relatively unimportant factor in the
development of the division's business.

OTHER
RESEARCH AND DEVELOPMENT

          Most of the Company's research and development activities are
performed in a 28,000-square-foot product development center in Portland,
Oregon. The engineering staff develops and designs almost all of the products
sold by the Company. This staff is continually involved in developing new
products and applications in the materials handling field and improving
existing lines.

ENVIRONMENTAL QUALITY

          From time to time the Company is the subject of investigations,
conferences, discussions, and negotiations with various federal, state, local
and foreign agencies with respect to cleanup of hazardous waste and
compliance with environmental laws and regulations. The balance of the
response to this section of Item 1 is incorporated by reference to Note 12 of
the 1999 Annual Report to Shareholders and the information contained in
"Management's Discussion and Analysis of Financial Conditions and Results of
Operations".

EMPLOYEES

          At January 31, 2000 the Company had 1,842 full-time employees
throughout the world. The majority of these employees are not subject to
collective bargaining agreements. The Company believes relations with its
employees are excellent.

FOREIGN OPERATIONS

          The Company has substantial operations outside the United States.
There are additional business risks attendant to the Company's foreign
operation such as the risk that the relative value of the underlying local
currencies may weaken when compared to the U.S. dollar. For further
information about foreign operations, please see Note 14 of the 1999 Annual
Report to Shareholders.

FORWARD-LOOKING STATEMENTS

          Forward-looking statements throughout this report are based upon
assumptions involving a number of risks and uncertainties. Factors which
could cause actual results to differ materially from these forward-looking
statements include, but are not limited to competitive factors in, and the
cycli-

                                       3


<PAGE>

cal nature of, the materials handling industry; fluctuations in lift truck
orders or deliveries, availability and cost of raw materials; general
business and economic conditions in North America, Europe and Asia; foreign
currency fluctuations; effectiveness of the Company's cost reduction
initiatives; and the Company's success in organizationally and operationally
integrating recently acquired businesses.

ITEM 2.   PROPERTIES

          The Company owns and leases various types of properties located
throughout North America, Europe, Australia, South Africa, China, Korea and
Japan. Of the above mentioned properties, the following are considered
principal facilities:

          The Company's principal executive offices are located at 2201 N.E.
201st Ave., Fairview, Oregon 97024. The Company operates sales offices,
manufacturing or warehouse facilities in 16 countries. Its major
manufacturing facilities in the United States are located in Springfield and
Findlay, Ohio; Warner Robins, Georgia; Beulaville, North Carolina and
Portland, Oregon. Major manufacturing facilities located outside the United
States include Almere and Hoorn, The Netherlands; La Machine, France;
Manchester and Newcastle, United Kingdom; Vaggeryd, Sweden; Toronto,
Mississauga and Guelph, Ontario, Canada; Brisbane and Melbourne, Australia;
Inchon, Korea; Xiamen and Hebei, China; and Brescia, Italy. Sales offices and
warehouse facilities are located in Japan, South Africa, New Zealand,
Australia, Sweden, Italy, United Kingdom, France, Germany, Spain, The
Netherlands, China, Canada and the United States. (See Item 1 Business for
more information regarding the location of the principal facilities for each
industry segment.) The Company owns 14 facilities that include major
manufacturing facilities and certain sales and warehouse buildings, four of
which are located in the United States and 10 of which are located in other
countries. The Company leases 33 facilities, 13 of which are located in the
United States and 20 of which are located in other countries.

          The Company generally considers the productive capacity of the
plants operated by each of its industry segments adequate and suitable for
the requirements of each such segments.

          Several subsidiary companies are parties to various leases of
office and computer equipment, storage space and automobiles which are of
minor consequence.

ITEM 3.   LEGAL PROCEEDINGS

          Neither the Company nor any of its subsidiaries are involved in any
material pending legal proceedings other than litigation related to
environmental matters discussed in Note 12 to the Consolidated Financial
Statements included in the 1999 Annual Report to Shareholders, or matters in
the regular course of business. The Company and its subsidiaries are
adequately insured against product liability, personal injury and property
damage claims which may occasionally arise.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          Not applicable

                                       4

<PAGE>

                                    PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

          As of January 31, 2000, there were 362 holders of the Company's
common stock including blocks of shares held by various depositories. It is
the Company's belief that when the shares held by the depositories are
attributed to the beneficial owners, the total exceeds 2,500. The remainder
of the response to this Item is incorporated by reference to page 16 of the
1999 Annual Report to Shareholders.
          During the year ended January 31, 1998, a Canadian subsidiary of
the Company issued 1,100,000 preference shares in connection with the
acquisition of Kenhar Corporation, each exchangeable for one common share of
the Company. The preference shares were issued in an exempt private offering
transaction. A Form S-3 Registration covering these shares became effective
in October, 1998. A subsidiary of the Company repurchased 300,000 of these
shares in connection with the sale of the Mast Division in January, 1999, and
800,000 shares remain outstanding. Absent registration, Rule 144 would apply
to sales of such common shares.
          During the year ended January 31, 1998, a Canadian subsidiary of
the Company issued 330,000 shares of preferred stock in connection with the
purchase of Industrial Tires, Limited, each exchangeable for one common share
of the Company. Repurchase of these shares was completed during the year
ended January 31, 2000.
          The Company also issued 225,000 common shares in connection with
the acquisition of Hyco-Cascade Ltd., and 29,006 common shares in connection
with the acquisition of minority interests in two subsidiaries of Kenhar, all
in exempt private offering transactions. A Form S-3 Registration covering
these shares became effective in October, 1998. Absent registration, Rule 144
would apply to sales of such common shares.

ITEM 6.   SELECTED FINANCIAL DATA

          Pages 1 through 15 of the 1999 Annual Report to Shareholders is
incorporated by reference.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITIONS AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

NET REVENUES

          Consolidated net sales for the fiscal year ended January 31, 2000
totaled $324,778,000, a 20.4% decrease from sales of $407,930,000 for the
prior year. Prior year sales include the mast business unit, divested in
January 1999 and the Industrial Tire Division, sold in April 1999. Fourth
quarter sales of $75,099,000 were 16.5% lower than the $89,985,000 reported
in the prior year fourth quarter, also primarily due to the divestitures
noted above. Adjusting for the divestitures, comparable consolidated net
sales for year over year reflects an increase of 2.3% or $314,046,000 for
fiscal year 1999 versus $306,844,000 for fiscal year 1998. Consolidated net
sales for 1998 were 10.3% higher than the $369,865,000 reported in 1997.

COST OF SALES

          As a percentage of sales, cost of sales was 66.0% in 1999, 68.9% in
1998, and 70.2% in 1997. The percentage decreased in 1999 as a result of a
combination of selected price increases, cost reduction efforts, additional
manufacturing efficiencies, and the divestitures of the mast business in

                                       5


<PAGE>

January of 1999 and the Industrial Tire Division in April of 1999 which had
incurred a significantly higher cost of sales as a percentage of revenues.
(See Note 1 to the Consolidated Financial Statements included in the 1999
Annual Report.) The percentage decreased in 1998 compared to 1997 as a result
of a combination of selected price increases, cost reduction efforts, and
additional manufacturing efficiencies gernerated from higher factory
throughput.

DEPRECIATION AND AMORTIZATION

          Depreciation and Amortization expense was $18,386,000, $21,550,000,
and $20,280,000 in 1999, 1998 and 1997, respectively. As a percentage of
sales, depreciation and amortization was 5.7% in 1999, 5.3% in 1998 and 5.5%
in 1997. The increase in the current year is due to the fact that ITL and the
Mast business, both now divested, had sales that were proportionately greater
than their depreciation and amortization expense. The decrease between 1998
and 1997 resulted from the purchase of Kenhar Corporation in March of 1997. A
full year of Kenhar depreciation was taken in 1998 and only a partial year of
Kenhar depreciation was taken in 1997.

SELLING AND ADMINISTRATIVE EXPENSES

          Selling and Administrative Expense was $61,238,000 in 1999,
$68,500,000 in 1998, and $64,100,000 in 1997. The reduction in Selling and
Administrative Expense in 1999 was a result of cost reduction efforts and the
divestiture of the mast business in January of 1999 and the divestiture of
the Industrial Tire Division in April of 1999. The overall increase in 1998
compared to 1997 was to support increased sales growth.

          As a percentage of net sales, selling and administrative expenses
were 18.9% in 1999, 16.8% in 1998, and 17.3% in 1997. The increase in 1999
compared to 1998 resulted from the divestitures of the mast business in
January of 1999 and the Industrial Tire Division in April of 1999. These
businesses incurred a significantly lower selling and administrative expense
as a percentage of revenues. The decrease in 1998 compared to 1997 resulted
from the purchase of Kenhar Corporation in March of 1997 which had lower
selling and administrative expense as a percentage of revenues

ENVIRONMENTAL EXPENSES, NET

          Environmental expenses in 1999 include a $12,000,000 addition to
the environmental reserve. The charge resulted from a review of potential
environmental exposures including an adverse decision rendered March 24,
2000, by the Ninth Circuit Court of Appeals in a CERCLA recovery action
brought in 1989 by The Boeing Company. The Boeing Company and Cascade are
each remediating groundwater contamination in the vicinity of their
neighboring plant sites. (See Note 12 to the Consolidated Financial
Statements included in the 1999 Annual Report)

NONOPERATING ITEMS

          Interest expense was $8,686,000, $10,940,000 and $9,440,000 in
1999, 1998 and 1997, respectively. In 1999 the Company paid down debt from
funds received from divestitures. In 1997, the Company issued additional debt
to fund business acquisitions.

          Other expense of $4,039,000 in 1999 included special charges that
stem from the integration of operations acquired over the past three years,
steps taken to assure consistency of global financial reporting and the loss
on the sale of ITL. Other income of $4,755,000 in 1998 included the gain on the
sale of two parcels of land.

TAXES

          The effective tax rate decreased from 31.6% in 1998 to 30.6% in
1999 due primarily to the increase in U.S. foreign tax credits attributed to
foreign earnings not yet repatriated. The effective tax rate decreased from
34.4% in 1997 to 31.6% in 1998 due primarily to a one-time tax refund
received in the United Kingdom.

                                       6


<PAGE>

NET INCOME

          Net income for the year of $4,934,000 ($.40 per share) was 76.9%
below the $21,370,000 ($1.63 per share) reported in 1998. This year's results
include special charges that stem from the integration of operations acquired
over the past three years, steps taken to assure consistency of global
financial reporting, the sale of the Industrial Tire Division and the
significant environmental charge discussed above.

          Adjusting for above noted divestitures and non-recurring items,
comparable operating results were $17,700,000 ($1.42 per share) versus
$17,300,000 ($1.32 per share) or 2.3% higher than the prior year. The 7.6%
increase in earnings per share after the above noted adjustments also
reflects share repurchases during fiscal 1998. We consider the results from
continuing operations to be in line with our expectations for gross margin
improvements and within the framework of our comprehensive restructuring and
ERP implementation programs.

          Forecasts for 2000 are for comparable results in both revenues and
margins. The Company has worked hard in 1999 to improve margins and reduce
the cost of doing business, and will continue to take steps to be as
efficient as possible in 2000 and coming years.

          Net income for 1997 was $21,040,000 ($1.60 per share), which
included $9,770,000 after tax ($.74 per share) resulting from insurance
settlements related to environmental litigation. 1998 operating results showed
strong improvement over 1997 as a result of improvements in Australia and China.

LIQUIDITY AND CAPITAL RESOURCES

          For the year ended January 31, 2000, capital expenditures totaled
$16,834,000, compared to $15,459,000 for 1998 and $15,453,000 for 1997.
Planned capital expenditures for 2000 are $12,000,000.

          Dividends declared for each of 1999, 1998 and 1997 totaled $.40 per
share.

          The Company's financial condition remains strong. The balance sheet
shows $23,188,000 in cash and cash equivalents at January 31, 2000. Together
with established short-term lines of credit totaling $22,872,000, management
believes these resources are more than sufficient to meet planned short-term
needs and provide for working capital requirements associated with projected
growth.

          Net cash provided by operating activities was $50,135,000 in 1999
compared to 20,702,000 in 1998 and $15,701,000 in 1997. The increase in 1999
was pimarily due to decreases in accounts receivable, inventories, and
prepaid expenses and increases in accounts payable and accrued environmental
expenditures. The increase in 1998 was primarily due to a decrease in
deferred income taxes and an increase in accounts payable.

          The Company's debt to equity ratio improved from 1.33 to 1.00 at
January 31, 1999, to 1.09 to 1.00 at January 31, 2000.

          The US dollar strengthened when compared to most foreign currencies
where the Company has substantial operations. As a result, foreign currency
translation adjustments decreased shareholders' equity by $4,743,000 ($.38
per share) in 1999. Translation adjustments resulted in decreases in
shareholders' equity of $3,184,000 ($.24 per share) and $6,874,000 ($.52 per
share) in 1998 and 1997.

                                       7

<PAGE>

IMPACT OF THE YEAR 2000 ISSUE

          The Company experienced no material problems regarding the year
2000 Issue. The Year 2000 Issue is the result of computer programs being
written using two digits rather than four to define the applicable year. Some
of the Company's computer programs that have date-sensitive software may have
recognized a date using "00" as the year 1900 rather than the year 2000.

          The Company initiated the implementation of an enterprise-wide
resource planning (ERP) software system to link all of its core business
systems throughout the Company. This implementation was the result of normal
business migration to improved and expanded software systems to increase the
Company's ability to improve its operational efficiency, reduce costs and
enhance overall quality. As part of this implementation, the Company replaced
those business systems that it believed would encounter the Year 2000 Issue.
The Company plans to complete the ERP project in the year 2002. The total
cost of the ERP project will approximate $16,000,000, including $6,107,000 and
$8,268,000 spent during fiscal 1999 and 1998 and is being funded through
leases and operating cash flows.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          Pages 3 through 15 of the 1999 Annual Report to Shareholders are
incorporated by reference.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

          None.

                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The definitive Proxy Statement dated April 13, 2000 is incorporated
by reference.

         The term of office of all officers is one year. Names, ages and
positions of all executive officers of Cascade Corporation follow.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                 Year First
                                  Elected
Name                      Age     Officer                       Present Position
-----------------------------------------------------------------------------------------------------
<S>                        <C>      <C>       <C>
Robert C. Warren, Jr.      51       1984      President, Chief Executive Officer and Director
Gregory S. Anderson        51       1991      Vice President - Human Resources
Richard S. Anderson        52       1996      Senior Vice President - International
Terry H. Cathey            52       1993      Senior Vice President - North America
Robert L. Mott             58       1996      Vice President - OEM Product Group
Kurt G. Wollenberg         50       1997      Senior Vice President - Finance, Chief Financial Officer,
                                              Secretary and Treasurer
Charlie S. Mitchelson      45       1999      Vice President and Managing Director - Europe
Art Otsuka                 60       2000      Vice President - Asian Operations
Anthony F. Spinelli        57       1999      Managing Director - Canadian Operations
-----------------------------------------------------------------------------------------------------
</TABLE>

ITEM 11.  EXECUTIVE COMPENSATION

          The definitive Proxy Statement dated April, 13 2000 is incorporated
by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

          The definitive Proxy Statement dated April, 13 2000 is incorporated
by reference.

                                       8


<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          The definitive Proxy Statement dated April 13, 2000 is incorporated
by reference.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

INDEX TO FINANCIAL STATEMENTS

    (a)   1.   CONSOLIDATED FINANCIAL STATEMENTS

          The Consolidated Financial Statements, together with the report
thereon of PricewaterhouseCoopers LLP dated March 28, 2000 appearing on pages
3 to 15 of the accompanying 1999 Annual Report are incorporated by reference
in this Form 10-K Annual Report. With the exception of the aforementioned
information and information incorporated in Items 1,3, 5, 6, 7, and 8, the
1999 Annual Report is not to be deemed filed as part of this report.

          2.   FINANCIAL STATEMENT SCHEDULES--1999, 1998 AND 1997

          Financial statement schedules not included in this Form 10-K Annual
Report have been omitted because they are not applicable or not required.

          The individual financial statements of the registrant and its
subsidiaries have been omitted since the registrant is primarily an operating
company and all subsidiaries included in the consolidated financial
statements, in the aggregate, do not have minority equity interests and/or
indebtedness to any person other than the registrant or its consolidated
subsidiaries in amounts which together exceed 5% of the total consolidated
assets at January 31, 1999, except indebtedness incurred in the ordinary
course of business which is not overdue and which matures within one year
from the year of its creation.

          3.   EXHIBITS

               1.   Bylaws, as amended through February 11, 1999.
               2.   Basic documents incorporated by reference:
                    -    Articles of Incorporation filed with the Commission
                         May 28, 1965.
                    -    Amendment to Articles of Incorporation filed in Proxy
                         Statement for annual meeting of shareholders May 12,
                         1987, filed with the Commission April 14,1988.
                    -    Amendment to Articles of Incorporation filed in Proxy
                         Statement for annual meeting of shareholders May 9,
                         1989, filed with the Commission April 27, 1990.
                    -    Specimen copy of stock certificate, filed as Exhibit
                         4-1 to Form S-1, filed with the Commission May 28,
                         1965.
                    -    Amendment to Articles of Incorporation included in the
                         Proxy Statement for Annual Meeting of Shareholders
                         May 13, 1997, filed with the Commission April 13,
                         1997.

    (b)   REPORTS ON FORM 8-K
          No reports on Form 8-K were filed during the last quarter of fiscal
1999.

                                       9


<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of Section 13 and 15(d) of the
Securities Exchange Act of 1934, the registrant, CASCADE CORPORATION has duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.

                               CASCADE CORPORATION

                               /s/ Kurt G. Wollenberg
                               -----------------------------------------------
                               By: Kurt G. Wollenberg
                                   SENIOR VICE PRESIDENT - FINANCE AND
                                   CHIEF FINANCIAL OFFICER
                                  (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)


         Pursuant to the requirements of the Securities Exchange Act of 1934
this report has been signed below by the following persons on behalf of the
registrant and in the capacities on the dates indicated.

<TABLE>
<CAPTION>
<S>                                        <C>
/s/ C. Calvert Knudsen    April 27, 2000   /s/ Robert C. Warren, Jr. April 27, 2000
----------------------------------------   ----------------------------------------
C. Calvert Knudsen, DIRECTOR        Date   Robert C. Warren, Jr.               Date
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER,
                                           DIRECTOR


/s/ Eric Hoffman          April 27, 2000   /s/ Greg H. Kubicek       April 27, 2000
----------------------------------------   ----------------------------------------
Eric Hoffman, DIRECTOR              Date   Greg H. Kubicek, DIRECTOR           Date


/s/ Nicholas R. Lardy     April 27, 2000   /s/ Ernest C. Mercier     April 27, 2000
----------------------------------------   ----------------------------------------
Nicholas R. Lardy, DIRECTOR         Date   Ernest C. Mercier, DIRECTOR         Date


/s/ James S. Osterman     April 27, 2000   /s/ Jack B. Schwartz      April 27, 2000
----------------------------------------   ----------------------------------------
James S. Osterman, DIRECTOR         Date   Jack B. Schwartz,                   Date
                                           ASSISTANT SECRETARY, DIRECTOR


/s/ Henry W. Wessinger II April 27, 2000   /s/ Nancy Wilgenbusch     April 27, 2000
----------------------------------------   ----------------------------------------
Henry W. Wessinger II, DIRECTOR     Date   Nancy Wilgenbusch, DIRECTOR         Date
</TABLE>
                                      10