<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
LOUISIANA-PACIFIC CORPORATION
(Exact name of registrant as specified in charter)
Delaware 93-0609074
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
111 S.W. Fifth Avenue
Portland, Oregon 97204
Telephone (503) 221-0800
(Address and telephone number of principal executive offices)
WILLIAM L. HEBERT
Treasurer
LOUISIANA-PACIFIC CORPORATION
111 S.W. Fifth Avenue
Portland, Oregon 97204
Telephone (503) 221-0800
(Name, address, and telephone number of agent for service)
____________________
Copies to:
Miller, Nash, Wiener, Hager & Carlsen
111 S.W. Fifth Avenue
Portland, Oregon 97204-3699
Attn: Kenneth W. Hergenhan
(503) 224-5858
____________________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement as
determined in light of market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. _____
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. __X__
_____________________
CALCULATION OF REGISTRATION FEE
=============================================================================
<TABLE>
<CAPTION>
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
____________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, $1 par...750,000 shares $31.8125 $23,859,375 $8,228
value (including
Preferred Stock
Purchase Rights)
============================================================================================
</TABLE>
<PAGE>
(1) Each share of Common Stock being registered hereby includes one-third
of a preferred stock purchase right transferable only with such share.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457 based upon the average of the high and low sales
prices of the Common Stock on July 28, 1994, as reported in the New
York Stock Exchange Composite Transactions.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS
LOUISIANA-PACIFIC CORPORATION
750,000 SHARES
_________________________
COMMON STOCK
$1 Par Value
__________________________
This Prospectus covers 750,000 shares (the "Shares") of common stock,
$1 par value (the "Common Stock"), of Louisiana-Pacific Corporation
("Company") which may be offered for sale from time to time by the selling
stockholders (the "Selling Stockholders") identified under "Selling
Stockholders" herein. The Company will receive no part of the proceeds of
any such sales. Underwriting discounts and commissions will be paid by the
Selling Stockholders. Costs of registration are being borne by the Company.
See "Plan of Distribution" herein for a description of the manner
in which the Shares may be sold.
The Selling Stockholders and any broker-dealers who may
participate in a sale of the Shares may be deemed to be statutory
underwriters within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and the commissions paid or discounts or concessions
allowed to any of such broker-dealers by any person, as well as any profits
received on the resale of the Shares if any of such broker-dealers should
purchase any Shares as a principal, may be deemed to be underwriting
discounts and commissions under the Securities Act.
The last reported sale price of Common Stock on the New York Stock
Exchange on August ____, 1994, was $______ per share.
__________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August ___, 1994
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C.; 500 West Madison Street, Chicago, Illinois; and 7 World
Trade Center, New York, New York. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
Reports, proxy statements and other information concerning the Company
can be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, on which the Common Stock is listed.
This Prospectus constitutes part of a registration statement on
Form S-3 (together with all amendments and exhibits, the "Registration
Statement") filed by the Company with the Commission under the Securities Act
of 1933, as amended. This Prospectus does not contain all of the information
included in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Reference is
made to the Registration Statement for further information with respect to
the Company and the Shares.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates herein by reference its annual report on Form
10-K for the year ended December 31, 1993, its quarterly report on Form 10-Q
for the quarter ended March 31, 1994, and its current report on Form 8-K
dated July 27, 1994, including the description of the Common Stock contained
in Exhibit 99 to the current report.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock to which this
Prospectus relates shall be deemed to be incorporated by reference into this
Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all the foregoing documents incorporated by
reference herein (other than exhibits to such documents which are not
specifically incorporated by reference in such documents). Requests should
be directed to Pamela A. Selis, Director, Corporate Communications,
Louisiana-Pacific Corporation, 111 S.W. Fifth Avenue, Portland, Oregon 97204,
telephone (503) 221-0800.
<PAGE>
THE COMPANY
The Company is a major forest products company which manufactures
lumber, pulp, structural and other panel products, hardwood veneers, windows
and doors and cellulose insulation. It operates 129 plants, mills,
distribution centers in 27 U.S. states, Mexico and three Canadian provinces
and has approximately 13,000 employees.
The Company's principal executive offices are located at 111 S.W. Fifth
Avenue, Portland, Oregon 97204, and its telephone number is (503) 221-0800.
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder,
the amount of Common Stock owned by such Selling Stockholder at the date of
this Prospectus, the number of Shares to be offered by such Selling
Stockholder and the amount of Common Stock to be owned by such Selling
Stockholder after completion of the offering assuming all the Shares are
sold. At the date of this Prospectus, the Selling Stockholders own in the
aggregate less than 1% of the outstanding Common Stock.
<TABLE>
<CAPTION>
----------------Shares of Common Stock-----------------
To Be Owned
Presently Owned To Be Offered After Offering
_______________ _____________ ______________
<S> <C> <C> <C>
Jerry M. Long and
Lois Long 439,121 439,121 0
Bradford H. Crozier 30,189 30,189 0
Peter J. Palmer 92,691 92,691 0
Sidney Carrie and
Betty Carrie 63,673 63,673 0
Robert L. Maes and
Carole J. Maes 63,673 63,673 0
Liccardo, Rossi, Sturges
& McNeil, APLC 37,500 37,500 0
Edward W. Dougherty 23,153 23,153 0
</TABLE>
On July 29, 1994, a subsidiary of the Company merged into Creative
Point, Inc., a California corporation ("Creative Point"). As a result of the
merger, Creative Point became a wholly owned subsidiary of the Company and
the stock of Creative Point outstanding immediately prior to the merger, all
of which was held by the Selling Stockholders, was converted into the Shares.
Jerry M. Long, Peter J. Palmer and Edward W. Dougherty who served as Chairman
and Chief Executive, Vice President, Engineering, and Vice President, Sales,
respectively, of Creative Point prior to the merger have continued in such
offices since the merger.
PLAN OF DISTRIBUTION
The shares may be offered from time to time by the Selling Stockholders
on the New York Stock Exchange or, with the Company's prior consent, on other
stock exchanges on which the Common Stock may then be traded or in the over-
the-counter market, at prices and at terms then prevailing, or in negotiated
transactions or otherwise.
MISCELLANEOUS
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus in connection
with this offering and, if given or made, such information or representation
must not be relied upon as having been authorized by the Company or any
Selling Stockholder. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to purchase any of the Shares in any jurisdiction
to any person to whom such offer would be unlawful. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that the information herein is correct as of any time
subsequent to the date hereof or that there has been no change in the affairs
of the Company since such date.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration fee . . . . . . . . . . . . $ 8,228
Accounting services. . . . . . . . . . . 2,000*
Legal services . . . . . . . . . . . . . 7,000*
Miscellaneous. . . . . . . . . . . . . . 772*
_________
Total. . . . . . . . . . . . . . . . $ 18,000*
______________________
*Estimated
Item 15. Indemnification of Directors and Officers.
Indemnification
Section 174 of the Delaware General Corporation Law ("Law") provides
that any director against whom a claim shall be successfully asserted under
said section for an unlawful payment of a dividend or an unlawful stock
purchase or redemption shall be entitled to be subrogated to the rights of
the corporation against stockholders who received the dividend on, or assets
for the sale or redemption of, their stock with knowledge that the same was
unlawful. Said section also provides that any such director shall be
entitled to contribution from the other directors who voted for or concurred
in the unlawful dividend, stock purchase, or redemption.
The registrant's certificate of incorporation and bylaws provide
that the registrant shall indemnify its officers and directors to the full
extent permitted by Section 145 of the Law, as amended from time to time.
Said Section 145 authorizes a corporation, under certain conditions, to
indemnify each person who is or was a director, officer, employee, or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise (including an employee benefit
plan), against certain expenses, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative in which he was or is a party or
is threatened to be made a party by reason of being or having been such
director, officer, employee, or agent. In addition to the indemnification
authorized by Section 145 of the Law, the registrant's bylaws provide that
the registrant shall indemnify any natural person (not including non-employee
lawyers, accountants, actuaries, investment advisers, or arbitrators acting
in such capacity) who is or was serving in a fiduciary capacity with respect
to one of the registrant's employee benefit or welfare plans or who is or was
performing any service or duty on behalf of the registrant with respect to
such a plan, against all expenses, judgments, fines, and amounts paid in
settlement incurred by such person in connection with any action or
proceeding arising out of such service or performance, to the extent such
expenses and amounts are insurable but not covered by collectible insurance
or otherwise indemnified. Such indemnification shall not be available to any
person who participated in or knowingly failed to take appropriate action
with respect to any violation of any responsibilities or obligations imposed
upon fiduciaries by law, knowing such to be a violation of such
responsibilities or obligations.
Insurance
The registrant maintains directors' and officers' liability insurance
under which its officers and directors are insured against loss (as defined)
as a result of claims brought against them based upon their acts or omissions
in such capacities.
<PAGE>
Item 16. Exhibits.
The following exhibits are filed herewith:
Exhibit Description of Exhibit
4.A Articles Fourth, Fifth, Seventh, Eighth, Ninth, and
Tenth of the registrant's Restated Certificate of
Incorporation. Incorporated by reference to Exhibit
3(a) to the registrant's Form 10-Q report for the
second quarter of 1993.
4.B Article I, Sections 2 and 11 of Article II, Article IV,
Article VII, and Article X of the registrant's Bylaws.
Incorporated by reference to Exhibit 3(b) to the
registrant's Form 10-Q report for the second quarter of
1993.
4.C Rights Agreement as Restated as of February 3, 1991,
between the registrant and First Chicago Trust Company
of New York as Rights Agent. Incorporated by reference
to Exhibit 4 to the registrant's Form 8-K report dated
as of March 18, 1991.
5 Opinion of Miller, Nash, Wiener, Hager & Carlsen.
23.A Consent of Arthur Andersen & Co., independent public
accountants.
23.B Consent of Miller, Nash, Wiener, Hager & Carlsen
(included in Exhibit 5).
24 Power of attorney.
_________________
Other exhibits listed in Item 601 of Regulation S-K are not applicable.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 ("Securities
Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
("Exchange Act") that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 15
above, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue. The undertaking of the registrant
in the preceding sentence does not apply to insurance against liability
arising under the Securities Act.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Portland, State of Oregon, on
August 2, 1994.
LOUISIANA-PACIFIC CORPORATION
(Registrant)
By /s/ William L. Hebert
William L. Hebert
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on August 2,
1994, in the capacities indicated.
Signature Title
*
/s/ Harry A. Merlo Chairman, President and Director (Principal
Harry A. Merlo Executive Officer)
/s/ William L. Hebert Treasurer (Principal Financial Officer)
William L. Hebert
*
/s/ James F. Ellisor Controller, Operations (Principal Accounting
James F. Ellisor Officer)
*
/s/ Pierre S. du Pont IV Director
Pierre S. du Pont IV
*
/s/ James Eisses Executive Vice President and Director
James Eisses
*
/s/ Bonnie Guiton Hill Director
Bonnie Guiton Hill
*
/s/ Donald R. Kayser Director
Donald R. Kayser
*
/s/ Francine I. Neff Director
Francine I. Neff
*
/s/ Ronald L. Paul Vice President-Operations and Director
Ronald L. Paul
*
/s/ Charles E. Yeager Director
Charles E. Yeager
* By William L. Hebert, as attorney-in-fact for each officer or director
after whose name an asterisk appears.
<PAGE>
<PAGE>
EXHIBIT 5
July 29, 1994
Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, Oregon 97204
Subject: Registration Statement on Form S-3
750,000 shares, common stock, $1 par value
Gentlemen:
Reference is made to the Registration Statement on Form S-3
("Registration Statement") to be filed by Louisiana-Pacific Corporation, a
Delaware corporation ("L-P"), with the Securities and Exchange Commission for
the purpose of registering under the Securities Act of 1933, as amended,
750,000 shares ("Shares") of the outstanding common stock, $1 par value, of
L-P to be offered and sold from time to time by the selling stockholders
referred to therein.
As counsel for L-P, we are familiar with the actions taken by the
stockholders and board of directors of L-P with respect to the authorization
and issuance of the Shares. We have examined originals or copies, certified
or otherwise identified to our satisfaction, of such corporate records,
certificates of public officials, and other documents as we have deemed
necessary or relevant as a basis for the opinion set forth herein.
Based on the foregoing, it is our opinion that:
1. L-P is a corporation duly organized, validly existing
and in good standing under the laws of the state of Delaware.
2. The Shares have been legally issued and are fully paid
and nonassessable.
We consent to the use of this opinion in the Registration
Statement and in any amendments thereto.
Very truly yours,
MILLER, NASH, WIENER, HAGER & CARLSEN
By /s/ Kenneth W. Hergenhan
Kenneth W. Hergenhan
<PAGE>
<PAGE>
EXHIBIT 23.A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated February 4, 1994, included in Louisiana-Pacific Corporation's Form 10-K
for the year ended December 31, 1993.
ARTHUR ANDERSEN & CO.
Portland, Oregon
August 1, 1994
<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Harry A. Merlo, William L. Hebert, and
Anton C. Kirchhof, Jr., and each of them, such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in
any and all such person's capacities with Louisiana-Pacific Corporation, a
Delaware corporation (the "Corporation"), to sign a registration statement on
Form S-3 relating to the common stock, $1 par value, of the Corporation, and
any and all amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities
Act of 1933, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or each of them, or their or his
substitute hereof, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this power of attorney has been executed by
the undersigned as of this 24th day of July, 1994.
Signature Title
/s/ Harry A. Merlo Chairman, President and
Harry A. Merlo Director (Principal Executive Officer)
/s/ James Eisses Executive Vice President and
James Eisses Director
/s/ Ronald L. Paul Vice President-Operations and
Ronald L. Paul Director
/s/ William L. Hebert Treasurer
William L. Hebert (Principal Financial Officer)
/s/ James F. Ellisor Controller, Operations
James F. Ellisor (Principal Accounting Officer)
/s/ Pierre S. du Pont IV Director
Pierre S. du Pont IV
/s/ Bonnie Guiton Hill Director
Bonnie Guiton Hill
/s/ Donald R. Kayser Director
Donald R. Kayser
/s/ Francine I. Neff Director
Francine I. Neff
/s/ Charles E. Yeager Director
Charles E. Yeager
<PAGE>
