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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: July 27, 1994
LOUISIANA-PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-7107 93-0609074
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
111 S.W. Fifth Avenue, Portland, Oregon 97204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 221-0800
Not applicable
(Former name or former address,
if changed since last report)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibit is filed with this report for
the purpose of updating the description of the registrant's common stock:
Exhibit No. Description of Exhibit
99 Description of common stock
of the registrant
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
LOUISIANA-PACIFIC CORPORATION
Date: July 27, 1994 By /s/ William L. Hebert
William L. Hebert
Treasurer
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EXHIBIT 99
DESCRIPTION OF COMMON STOCK
OF LOUISIANA-PACIFIC CORPORATION
General
The authorized capital stock of Louisiana-Pacific Corporation ("L-
P") consists of 15,000,000 shares of Preferred Stock, $1 par value
("Preferred Stock"), and 200,000,000 shares of Common Stock, $1 par value
("Common Stock"). All outstanding shares of Common Stock are fully paid and
nonassessable. Holders of Common Stock have no preemptive or conversion
rights and there are no redemption or sinking fund provisions relating to the
Common Stock. As no Preferred Stock is outstanding, there are no
restrictions on repurchase or redemption of Common Stock as a result of
arrearages in the payment of dividends or sinking fund installments with
respect to any class of stock issued by L-P. The holders of outstanding
shares of Common Stock are entitled to one vote per share. Voting for
directors is not cumulative. The board of directors of L-P is divided into
three classes serving staggered three-year terms.
Subject to the rights of any Preferred Stock which may be issued
in the future, the holders of Common Stock are entitled to such dividends as
the board of directors may declare out of assets legally available therefor,
at such times and in such amounts as the board deems advisable, and to share
pro rata in all assets of L-P available for distribution to its stockholders
upon liquidation.
Business Combinations
Article Eighth of L-P's Restated Certificate of Incorporation,
relating to certain business combinations, provides that:
(a) At any time a person beneficially owns at least 20 percent of
L-P's outstanding Common Stock, certain mergers or other transactions
involving L-P, including the issuance of voting securities of L-P other
than pursuant to employee benefit plans, must be approved by holders of
at least 75 percent of the outstanding Common Stock unless (i) such
person acquired its Common Stock in a cash tender offer for all the
outstanding Common Stock or has no interest in such merger or other
transaction other than solely as a holder of Common Stock, (ii) certain
price requirements are met, or (iii) such merger or other transaction
has been approved by at least two-thirds of the entire board of
directors of L-P;
(b) Changes to L-P's bylaws must be approved by at least two-
thirds of the entire board of directors of L-P, or by the affirmative
vote of holders of at least 75 percent of the outstanding Common Stock;
(c) Directors may only be removed for cause and by the
affirmative vote of holders of at least 75 percent of the outstanding
Common Stock; and
(d) Any stockholder action must be taken at a meeting of
stockholders.
Article Eighth may be changed only by the affirmative vote of holders of at
least 75 percent of the outstanding Common Stock.
Preferred Stock
The authorized Preferred Stock may be issued in the future without
any further action by the holders of the Common Stock, except as provided in
Article Eighth of L-P's Restated Certificate of Incorporation discussed
above. The board of directors is authorized to divide the Preferred Stock
into series and, within the limitations provided by law and L-P's charter, to
designate the different series and fix and determine the relative rights and
preferences of any series so established. If Preferred Stock is issued, the
rights of the holders of Common Stock will be subordinated in certain
respects to the rights of the holders of the Preferred Stock.
Preferred Stock Purchase Rights
One-third of a purchase right ("Right") is attached to each share
of Common Stock pursuant to a Rights Agreement. A copy of the Rights
Agreement as amended and restated as of February 3, 1991 (the "Rights
Agreement"), may be obtained by stockholders from L-P. Each Right entitles
the registered holder to purchase from L-P one one-hundredth of a share of
Series A Junior Participating Cumulative Preferred Stock, $1 par value, of L-
P (the "Preferred Shares"). The Rights are not exercisable and are attached
to and trade with shares of Common Stock until the earlier of (i) 10 days
following a public announcement that a person, other than certain exempt
persons, has acquired, or obtained the right to acquire, beneficial ownership
of 20 percent or more of the outstanding Common Stock, other than pursuant to
a Qualifying Tender Offer (as defined in the Rights Agreement) (an "Acquiring
Person"), or (ii) 10 business days following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer (other
than a Qualifying Tender Offer) the consummation of which would result in the
beneficial ownership by a person of 30 percent or more of the outstanding
Common Stock. Upon such an event, the Rights will trade separately. When
the Rights first become exercisable, holders of the Rights will be entitled
to receive upon exercise and the payment of $75 per Right (the "Purchase
Price"), one one-hundredth of a Preferred Share. Unless the Rights are
earlier redeemed or exchanged, in the event that a person becomes an
Acquiring Person, each holder of a Right (other than Rights beneficially
owned by the Acquiring Person or certain transferees, which will thereafter
be void) will thereafter have the right to receive, upon exercise and payment
of the Purchase Price, shares of Common Stock having a value equal to two
times the Purchase Price. Similarly, upon the occurrence of certain
acquisition transactions involving L-P, proper provision must be made so that
each holder of a Right (other than Rights beneficially owned by the Acquiring
Person or certain transferees, which will thereafter be void) thereafter will
have the right to receive, upon exercise and payment of the Purchase Price,
common stock of the acquiring company having a value equal to two times the
Purchase Price.
At any time after a person becomes an Acquiring Person and prior
to the acquisition by such Acquiring Person of 50 percent or more of the
outstanding shares of Common Stock, L-P may exchange the Rights (other than
Rights beneficially owned by such Acquiring Person or certain transferees,
which became null and void), in whole or in part, for Common Stock at the
rate of three shares per Right.
Each Preferred Share will be entitled to receive upon declaration
the greater of (i) cash and non-cash dividends in an amount equal to 300
times the per share dividends declared on the Common Stock or (ii) a
preferential annual dividend of $92 per share. The holders of Preferred
Shares, voting as a separate class, will be entitled to elect two directors
if dividends on such stock are in arrears in an amount equal to six quarterly
dividends. In the event of liquidation, each Preferred Share will be
entitled to receive a liquidation payment in an amount equal to the greater
of $1 plus all accrued and unpaid dividends and distributions or an amount
equal to 300 times the aggregate amount to be distributed per share of Common
Stock. Each Preferred Share will have one vote, voting together with the
Common Stock. In the event of any merger, consolidation, or other
transaction in which shares of Common Stock are exchanged, each Preferred
Share will be entitled to receive 300 times the amount received per share of
Common Stock.
The Rights will expire on June 6, 1998, unless earlier redeemed or
exchanged by L-P. Until the close of business on the earlier of (i) the 10th
day following public announcement that a person has become an Acquiring
Person or (ii) the expiration date of the Rights, the Rights may be redeemed
at L-P's election in whole, but not in part, at a price of $.01 per Right.
L-P's right of redemption may be reinstated if an Acquiring Person reduces
his beneficial ownership to 10 percent or less of the outstanding Common
Stock in a transaction not involving a purchase by L-P.
L-P's Restated Certificate of Incorporation and the Rights
Agreement contain various antidilution provisions affecting the Rights and
the Preferred Shares.
The Rights have certain antitakeover effects, but should not
discourage a Qualifying Tender Offer or interfere with any merger or other
business combination approved by L-P's board of directors at a time when the
Rights are redeemable. The Rights will cause substantial dilution to a
person or group that attempts to acquire L-P on terms not approved by L-P's
board of directors except pursuant to a Qualifying Tender Offer.
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