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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the registrant / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Louisiana-Pacific Corporation
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Merrill Corporation
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
------------------------------------------------------------------------
(3) Filing party:
------------------------------------------------------------------------
(4) Date filed:
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<S> <C> <C>
[LOGO] LOUISIANA-PACIFIC CORPORATION Proxy Statement and
111 S.W. Fifth Avenue Notice to Stockholders of
Portland, Oregon 97204 ANNUAL MEETING
(503) 221-0800 MAY 1, 1995
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March 21, 1995
Dear Stockholder:
On behalf of the Board of Directors, I cordially invite you to attend the
Annual Meeting of Stockholders of Louisiana-Pacific Corporation. The meeting
will be held on Monday, May 1, 1995, at 10:30 a.m. at John Ascuaga's Nugget,
1100 Nugget Avenue, Sparks, Nevada. Your Board of Directors looks forward to
greeting personally those stockholders able to be present.
At this year's meeting, in addition to the election of two directors and
approval of the appointment of auditors, you will be asked to vote upon an
amendment to the 1994 Employee Stock Purchase Plan. Your Board of Directors
unanimously recommends a vote FOR each of these proposals. Action will also be
taken on any other matters that are properly presented at the meeting, including
a stockholder's proposal, which the Board of Directors opposes for the reasons
stated in the proxy statement.
Regardless of the number of shares you own, it is important that they be
represented and voted at the meeting whether or not you plan to attend.
Accordingly, you are requested to sign, date, and mail the enclosed proxy at
your earliest convenience.
On behalf of the Board of Directors, thank you for your interest and
support.
Sincerely,
[SIGNATURE]
Harry A. Merlo
CHAIRMAN AND PRESIDENT
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[MAP]
On written request, Louisiana-Pacific will provide, without charge, a copy
of the Corporation's Form 10-K Report for 1994 filed with the Securities and
Exchange Commission (including the financial statements and the schedules
thereto and a list briefly describing the exhibits thereto) to any record holder
or beneficial owner of the Corporation's common stock on March 14, 1995, the
record date for the 1995 Annual Meeting, or to any person who subsequently
becomes such a record holder or beneficial owner. The reports will be available
for mailing in April 1995. Requests should be sent to: Pamela A. Selis, Director
of Corporate Communications, Louisiana-Pacific Corporation, 111 S.W. Fifth
Avenue, Portland, Oregon 97204.
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LOUISIANA-PACIFIC CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 1, 1995
The annual meeting of stockholders of Louisiana-Pacific Corporation ("L-P")
will be held at John Ascuaga's Nugget, 1100 Nugget Avenue, Sparks, Nevada, on
Monday, May 1, 1995, at 10:30 a.m., local time, to consider and vote upon the
following matters:
1. Election of two Class I directors.
2. Approval of an amendment to L-P's 1994 Employee Stock Purchase Plan
increasing the number of shares available under the plan from 700,000 to
1,400,000.
3. Approval of the appointment of Arthur Andersen LLP, independent public
accountants, to examine L-P's financial statements for 1995.
4. A stockholder's proposal, NOT recommended by management, relating to the
classification of the board of directors, if properly presented at the meeting.
Only stockholders of record at the close of business on March 14, 1995, are
entitled to notice of and to vote at the meeting.
ANTON C. KIRCHHOF, SECRETARY
Portland, Oregon
March 21, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN ORDER THAT YOUR STOCK MAY BE VOTED IN
ACCORDANCE WITH THE TERMS OF THE PROXY STATEMENT. IF YOU ATTEND THE MEETING, YOU
MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
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PROXY STATEMENT
Louisiana-Pacific Corporation, a Delaware corporation ("L-P"), is soliciting
proxies on behalf of its board of directors to be voted at the 1995 annual
meeting of stockholders (including any adjournment of the meeting). This proxy
statement and the accompanying proxy card are first being sent to stockholders
on approximately March 21, 1995.
VOTING PROCEDURE
A proxy card is enclosed for your use. To vote by proxy, please sign, date,
and return the proxy card promptly. For your convenience, a return envelope is
enclosed, which requires no postage if mailed in the United States.
You may indicate your voting instructions on the proxy card in the spaces
provided. Properly completed proxies will be voted as instructed. If you return
a proxy without indicating voting instructions, your shares will be voted in
accordance with the recommendations of the board of directors -- FOR items 1
through 3 listed on the notice of annual meeting and AGAINST the stockholder
proposal.
If you return a proxy card, you may revoke it (i) by filing either a written
notice of revocation or a properly signed proxy bearing a later date with the
Secretary of L-P at any time before the meeting, or (ii) by voting in person at
the annual meeting.
If you participate in the Automatic Dividend Reinvestment Plan offered by
First Chicago Trust Company of New York, all the shares held for your account in
the plan will be voted in the same manner as shares you vote by proxy. If you do
not vote by proxy, the shares held for your account under the plan will not be
voted.
Only stockholders of record at the close of business on March 14, 1995, are
entitled to receive notice of the annual meeting and to vote at the meeting. At
the record date, there were 109, 459, 809 shares of common stock, $1 par value
("Common Stock") outstanding. Each share of Common Stock is entitled to one vote
on each matter to be acted upon. A majority of the outstanding shares of Common
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Stock represented at the meeting will constitute a quorum. Additional
information concerning holders of outstanding Common Stock may be found under
the heading "Holders of Common Stock" below.
The board of directors has adopted a confidential voting policy which
provides that the voting instructions of stockholders are not to be disclosed to
L-P except (i) in the case of communications intended for management, (ii) in
the event of certain contested matters, or (iii) as required by law. Votes will
be tabulated by independent tabulators and summaries of the tabulation will be
provided to management.
ITEM 1 -- ELECTION OF DIRECTORS
NOMINEES
The two nominees for the board positions to be voted on at the meeting are
now members of the board of directors. The term of office for the positions to
be voted on will expire at the annual meeting of stockholders in 1998. The
nominees are:
RONALD L. PAUL NOMINEE FOR TERM EXPIRING 1998
Ronald L. Paul, age 51, was elected by the board of directors as of January
30, 1994, to fill a vacancy. Effective January 1, 1994, he became Vice
President, Operations, of L-P. He continues as General Manager of L-P's Southern
Division, a position he has held since 1982.
CHARLES E. YEAGER NOMINEE FOR TERM EXPIRING 1998
Charles E. Yeager, age 72, is a retired Brigadier General, United States Air
Force. Gen. Yeager has been a director of L-P since 1984.
YOUR SHARES REPRESENTED BY A PROPERLY COMPLETED AND RETURNED PROXY CARD WILL
BE VOTED FOR THE ELECTION OF THE TWO NOMINEES UNLESS AUTHORITY TO VOTE IS
WITHHELD. If either of the nominees becomes unavailable to serve (which is not
anticipated), your proxy will be voted for a substitute nominee designated by
the board of directors.
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The two nominees receiving the highest total number of votes will be
elected. Shares not voted for the election of directors, whether because
authority to vote is withheld, because the record holder failed to return a
proxy, because the broker holding the shares did not vote on such issue or
otherwise, will not count in determining the total number of votes for each
nominee.
CONTINUING DIRECTORS
The other current members of the board of directors, whose terms of office
will continue beyond the 1995 annual meeting of stockholders, are:
PIERRE S. DU PONT IV CURRENT TERM EXPIRES 1996
Pierre S. du Pont IV, age 60, has been a director since August 1991. He is a
partner in the Wilmington, Delaware, law firm of Richards, Layton & Finger. He
is a former governor of Delaware and a former member of the United States House
of Representatives. Gov. du Pont is also a director of Northwestern Mutual Life
Insurance Co. and Whitman Corporation.
JAMES EISSES CURRENT TERM EXPIRES 1996
James Eisses, age 58, became a director in February 1991. He was appointed
Vice President, Operations, in June 1991 and was appointed Executive Vice
President effective January 1, 1994. He also continues as General Manager of
L-P's Northern Division, a position he has held since 1985.
BONNIE GUITON HILL CURRENT TERM EXPIRES 1997
Bonnie Guiton Hill, age 53, has been a director of L-P since 1993. Ms. Hill
has been Dean of the McIntire School of Commerce at the University of Virginia
since July 1992. From February 1991 to July 1992, she was Secretary of the
California State and Consumer Services Agency. From September 1990 to February
1991, Ms. Hill was President of Earth Conservation Corp., a nonprofit
organization. From April 1989 to September 1990, she was Director of the United
States Office of Consumer Affairs and Special Advisor to the President for
Consumer Affairs. Prior to that time, she served as Assistant Secretary for
Vocational and Adult Education
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in the United States Department of Education. Ms. Hill is also a director of
Niagara Mohawk Power Corporation, Hershey Foods Corporation, AK Steel
Corporation, and Crestar Financial Corporation.
DONALD R. KAYSER CURRENT TERM EXPIRES 1996
Donald R. Kayser, age 64, retired from his position as Executive Vice
President and Chief Financial Officer of Morrison Knudsen Corporation in 1990.
He was Senior Vice President and Chief Financial Officer of Allied Signal Inc.,
until July 1988. Mr. Kayser was an executive officer of L-P until 1982 and has
been a director of L-P since 1972. Mr. Kayser is also a director of Guy F.
Atkinson Company of California.
HARRY A. MERLO CURRENT TERM EXPIRES 1997
Harry A. Merlo, age 70, is Chairman and President of L-P. He has served on
its board of directors since 1972. Mr. Merlo is also a director of Lattice
Semiconductor Corp.
FRANCINE I. NEFF CURRENT TERM EXPIRES 1997
Francine I. Neff, age 69, has served as a director of L-P since 1984. She is
vice president of Nets, Inc., a private investment corporation. Mrs. Neff is
also a director of Hershey Foods Corporation, E-Systems, Inc., and D.R. Horton,
Inc. She was formerly Treasurer of the United States and National Director of
the U.S. Savings Bonds Division.
BOARD AND COMMITTEE MEETINGS
During 1994, the board of directors held four regular quarterly meetings.
Each director attended at least 75 percent of the total number of the meetings
of the board and the meetings held by all committees of the board on which he or
she served during 1994.
AUDIT COMMITTEE
The board of directors has an audit committee consisting of Mr. Kayser,
chairman, Gov. du Pont, Ms. Hill, Mrs. Neff, and Gen. Yeager. During 1994, the
audit committee held two meetings, one of which was a telephone conference
meeting.
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The audit committee reviews and reports to the board with respect to various
auditing and accounting matters, including the selection of independent public
accountants for L-P, the scope of audit procedures, the services to be performed
by and the fees to be paid to L-P's independent public accountants, the
performance of such accountants and of L-P's internal auditors, and the
accounting practices of L-P.
COMPENSATION COMMITTEE -- INTERLOCKS AND INSIDER PARTICIPATION
The board of directors has a compensation committee consisting of the five
outside directors: Mrs. Neff, chairman, Gov. du Pont, Ms. Hill, Mr. Kayser, and
Gen. Yeager. Mr. Kayser was an executive officer of L-P until 1982.
The compensation committee held four meetings during 1994, one of which was
a telephone conference meeting. The compensation committee's functions are to
make awards under and to administer L-P's Key Employee Restricted Stock Plan, to
administer L-P's 1984 and 1991 Employee Stock Option Plans with respect to the
participation of employees who are officers or directors of L-P, including the
granting of stock options to those employees, and to consider and make
recommendations to the board regarding all other forms of compensation for L-P's
executive officers, including salaries and bonuses.
During 1994, L-P paid $29,000 to the law firm of Richards, Layton & Finger
(in which Gov. du Pont is a partner) as an advance of legal expenses incurred by
the individual directors of L-P, who were named as defendants in a derivative
lawsuit filed by a stockholder of L-P alleging that costs incurred by L-P in
connection with the settlement of an EPA enforcement action were the result of
mismanagement by the individual defendants. Although the defendants denied the
allegations of the stockholder derivative action, L-P agreed to settle the
action in order to avoid further expense and the inconvenience and distraction
of protracted litigation. In the settlement, L-P agreed to establish an
environmental affairs committee, to distribute a policy on employee duties with
respect to environmental compliance, to retain an outside consultant to whom L-P
employees may report environmental problems, and to publish a report of an
independent environmental firm. In addition, L-P agreed to pay plaintiffs'
attorneys fees of $90,000 awarded by the court.
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Information concerning executive compensation is set forth below under the
caption "Executive Compensation."
ENVIRONMENTAL AFFAIRS COMMITTEE
In January 1994, the board of directors created an environmental affairs
committee, consisting of Ms. Hill, chairman, Gov. du Pont, Mr. Kayser, Mrs.
Neff, and Gen. Yeager. The environmental affairs committee, which met twice
during 1994, is responsible for reviewing the effectiveness of L-P's
environmental compliance program.
NOMINATING COMMITTEE; NOMINATIONS FOR DIRECTOR
The nominating committee of the board of directors has as members Gen.
Yeager, chairman, Gov. du Pont, Ms. Hill, Mr. Kayser, Mr. Merlo, and Mrs. Neff.
During 1994, the nominating committee held one meeting. The nominating committee
is authorized to establish procedures for selecting and evaluating potential
nominees for director and to recommend to the board of directors criteria for
membership on the board of directors, policies on the size and composition of
the board, candidates for director, and the composition of board committees. The
nominating committee meets early each year to consider and recommend nominees
for election at the annual meeting of stockholders and at such other times as
necessary or desirable to enable the committee to perform its duties. It will
consider stockholders' recommendations concerning nominees for director. Any
such recommendation, including the name and qualifications of a nominee, may be
submitted to L-P to the attention of the chairman of the nominating committee.
L-P's bylaws provide that nominations for election to the board of directors
may be made by the board or by any stockholder entitled to vote for the election
of directors. Notice of a stockholder's intent to make such a nomination must be
given in writing, by personal delivery or certified mail, postage prepaid, to
the Chairman of the corporation and must include the name and address of the
stockholder and each proposed nominee, a representation that the stockholder is
a record holder of Common Stock and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice, a
description of any arrangements or understandings pursuant to which the
nominations are to be made,
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the consent of each proposed nominee to serve as a director if elected, and such
other information regarding each nominee as would be required to be included in
L-P's proxy statement had the person been nominated by the board of directors.
With respect to an election to be held at an annual meeting of stockholders,
such notice must be given at least 60 days in advance of the meeting or, if the
meeting is held on a date other than the first Friday in May, within 10 days
after the first public disclosure of the meeting date.
ITEM 2 -- APPROVAL OF AMENDMENT TO 1994 EMPLOYEE STOCK PURCHASE PLAN
BACKGROUND
On January 30, 1994, the board of directors adopted, and on May 3, 1994, the
stockholders approved, the Louisiana-Pacific Corporation 1994 Employee Stock
Purchase Plan (the "Purchase Plan"), covering a maximum of 700,000 shares of
Common Stock. The Purchase Plan allows all employees of L-P and certain of its
subsidiaries the opportunity to subscribe to purchase shares of Common Stock on
an installment basis through payroll deductions. Approximately 12,500 employees
are eligible to participate in the Purchase Plan. L-P has offered similar plans
to its employees for many years.
The Purchase Plan provides for two separate offering and purchase periods.
The first offering period (the period during which employees may subscribe to
purchase shares) commenced on September 1, 1994, and ended on September 30,
1994. The first purchase period (the period during which payroll deductions are
made to pay for the shares subscribed for during the first offering period) will
end September 30, 1996. The second offering period will commence on September 1,
1995, and will end on September 30, 1995. The second purchase period will end
September 30, 1997.
PROPOSED AMENDMENT TO PURCHASE PLAN
At the time the Purchase Plan was presented for stockholder approval,
management anticipated that the 700,000 shares of Common Stock covered by the
Plan would be divided equally between the first offering period and the second
offering period. Accordingly, 350,000 shares were offered during the first
offering period.
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However, as a result of a very high level of employee interest, L-P received
subscriptions from its employees to purchase more than 700,000 shares during the
first offering period.
The board of directors believes that the Purchase Plan is a very desirable
benefit plan because it offers an incentive to all employees, hourly and
salaried, to make an investment in L-P through payroll deductions. The board
therefore decided to accommodate the high level of employee interest in the
Purchase Plan by adopting two amendments to the Purchase Plan.
The first amendment to the Purchase Plan permitted L-P to make the entire
700,000 shares authorized under the Purchase Plan available to employees who
submitted subscriptions during the first offering period. This amendment did not
require stockholder approval because it did not increase the total number of
shares authorized under the Purchase Plan or affect the offering price per
share.
The second amendment to the Purchase Plan, which is subject to stockholder
approval, increases the total number of shares available under the Purchase Plan
from 700,000 to 1,400,000, thereby permitting at least 700,000 shares to be made
available during the second offering period, which is to commence September 1,
1995. At the annual meeting, stockholders will be asked to approve the amendment
increasing the total number of shares available under the Purchase Plan to
1,400,000. If the amendment is approved by stockholders, then the number of
shares to be available during the second offering and purchase periods will be
700,000 (plus any additional shares that become available in the event the
termination or reduction of subscriptions from the first offering period results
in fewer than 700,000 shares being subscribed for under the first offering
period). If the amendment is not approved by stockholders, then the total number
of shares available under the Purchase Plan will be limited to 700,000 and there
will be no shares available during the second offering period (unless the number
of subscriptions submitted during the first offering period which are
subsequently terminated or reduced are sufficient to leave some portion of the
700,000 shares authorized under the Purchase Plan to be available during the
second offering period).
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TERMS OF THE PURCHASE PLAN
The subscription price per share for each purchase period is the lesser of
(i) 85 percent of the mean between the high and low sale prices for shares of
Common Stock reported on the New York Stock Exchange -- Composite Transactions
on the day before the offering period commences and (ii) the mean between the
high and low sale prices so reported on the date the purchase period ends, or on
any earlier date of purchase provided for in the Purchase Plan. The mean between
the high and low sale prices for Common Stock reported on the New York Stock
Exchange -- Composite Transactions on August 31, 1994, was $35.31 per share and
on March 14, 1995, was $27.56 per share.
The number of shares that may be subscribed in each offering period is
limited in relation to the monthly compensation of each employee, up to a
maximum equal to the number of shares which can be purchased with $21,240. The
number of shares subscribed and the purchase price per share is subject to
adjustment in the event of future stock dividends, stock splits, or certain
other capital adjustments.
An employee may terminate a subscription at any time before the full
purchase price for the subscribed shares has been paid and be refunded the full
amount withheld, plus interest at the rate of 6 1/4 percent per annum. An
employee may also reduce the number of subscribed shares and (i) receive a
refund of the amount withheld which is in excess of the amount which would have
been withheld if his subscription had been for the reduced number of shares,
plus interest on the refund at the rate of 6 1/4 percent per annum or (ii) have
the excess applied to reduce the amount of future installments of the purchase
price.
An employee whose employment is terminated for any reason other than
retirement, disability, or death (or the personal representative of an employee
who dies after such termination) may, at his election, be refunded the full
amount withheld, plus interest, at the rate of 6 1/4 percent per annum, or
receive the whole number of shares which could be purchased at the purchase
price with such amount, together with a cash refund of any balance. An employee
who retires or is permanently disabled (or the personal representative of an
employee who dies while employed, retired, or disabled) at any time before the
full purchase price of
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the subscribed shares has been paid has the rights described above and, in
addition, may prepay the entire unpaid balance for the subscribed shares and
receive such shares. Any such election must be made within three months
following any termination of employment and prior to the end of the respective
purchase period.
U.S. FEDERAL INCOME TAX ASPECTS
For purposes of U.S. federal income taxation, an employee who is
continuously employed by L-P or a subsidiary during the period beginning on the
offering date and ending three months before the date on which the amount of his
payments is no longer subject to withdrawal, and who makes no disposition of the
shares within one year after the date of transfer of the shares to him or within
two years after the offering date, will not receive any taxable income upon his
subscription or when he completes payment for or receives delivery of the
shares. Under these circumstances, there will be no tax effect to L-P (it will
not be entitled to any deduction from income by reason of the employee's
subscription or purchase). Any gain which may be recognized by the employee on
the ultimate disposition of the shares will be treated as ordinary income in an
amount equal to the lesser of (i) the amount of the gain or (ii) the difference
between the maximum purchase price and the market price of Common Stock on the
day preceding commencement of the offering. Gain in excess of such amount or any
loss on disposition will be treated as capital gain or loss.
An earlier disposition of the shares will result in any excess of the fair
market value of the shares at the time of purchase over the purchase price being
treated as compensation taxable to the employee at ordinary income tax rates in
the year in which the disposition occurs, in which event L-P will be entitled to
a corresponding deduction from income.
STOCKHOLDER APPROVAL
In order to meet federal income tax requirements, the amendment to the
Purchase Plan must be approved by stockholders within 12 months after the date
of its adoption by the Board of Directors. Approval of the amendment to the
Purchase Plan will require the affirmative vote of the holders of a majority of
the shares of Common Stock present, in person or by proxy, and entitled to vote
on such approval
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at a meeting of stockholders. Shares of Common Stock for which a proxy is
returned but which are not voted for approval of the amendment to the Purchase
Plan (by voting against the amendment to the Purchase Plan, by abstaining, or
because a broker or other nominee holding the shares did not vote on such issue)
will all have the effect of voting against the amendment to the Purchase Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE
PURCHASE PLAN.
ITEM 3 -- APPROVAL OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The board of directors has appointed Arthur Andersen LLP, independent public
accountants, to examine the financial statements of L-P for 1995. Although the
selection and appointment of independent public accountants is not required to
be submitted to a vote of the stockholders, the board has decided to ask the
stockholders to approve the appointment. If the stockholders do not approve such
appointment, the board will reconsider the appointment.
L-P expects representatives of Arthur Andersen LLP to be present at the
annual meeting and to be available to respond to appropriate questions from
stockholders. The accountants will have the opportunity to make a statement at
the annual meeting if they desire to do so.
Approval of the appointment of the accountants will require the affirmative
vote of a majority of the total votes cast on this issue at the meeting. Shares
that are not represented at the meeting, shares that abstain from voting on this
issue, and shares not voted on this issue by brokers or nominees will not be
counted as voted for purposes of computing a majority.
ITEM 4 -- STOCKHOLDER PROPOSAL CONCERNING
DECLASSIFICATION OF BOARD OF DIRECTORS
The following proposal, NOT recommended by management, has been submitted
for inclusion in the proxy statement and action at the annual meeting by the
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Amalgamated Bank of New York, LongView Collective Investment Fund, 11-15 Union
Square, New York, New York 10003, which is the beneficial owner of 9,000 shares
of L-P common stock:
"RESOLVED: The stockholders of Louisiana-Pacific Corporation ("Company" or
"Louisiana-Pacific") request that the Board of Directors take the necessary
steps in accordance with Delaware state law, to declassify the Board of
Directors so that all directors are elected annually, such declassification to
be effected in a manner that does not affect the unexpired terms of directors
previously elected."
SUPPORTING STATEMENT SUBMITTED BY STOCKHOLDER
"The election of directors is the primary avenue for stockholders to
influence corporate governance policies and to hold management accountable for
its implementation of those policies. We believe that the classification of the
Board of Directors, which results in only a portion of the Board being elected
annually, is not in the best interests of our Company and its stockholders.
"The Board of Directors of Louisiana-Pacific is divided into three classes
serving staggered three-year terms. We believe that the Company's classified
Board of Directors maintains the incumbency of the current Board and therefore
of current management, which in turn limits the Board's accountability to
stockholders.
"The elimination of Louisiana-Pacific's classified Board would require each
director to stand for election annually and allow stockholders an opportunity to
register their views on the performance of the Board collectively and each
director individually. We believe this is one of the best methods available to
stockholders to insure that the Company will be managed in a manner that is in
the best interests of stockholders.
"We believe that concerns expressed by companies with classified boards that
the annual election of all directors would leave companies without experienced
directors in the event that all incumbents are voted out by stockholders, are
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unfounded. In our view, in the unlikely event that stockholders vote to replace
all directors, this decision would express stockholder dissatisfaction with the
incumbent directors and reflect the need for change.
"WE URGE YOU TO VOTE FOR THIS RESOLUTION!"
RECOMMENDATION OF BOARD OF DIRECTORS ON STOCKHOLDER PROPOSAL
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS STOCKHOLDER PROPOSAL.
The board of directors welcomes stockholder input on corporate governance
measures, and is willing to consider revisions to L-P's election and voting
procedures where there is substantial support from stockholders, but there does
not appear to be sufficient support or foundation for this stockholder proposal
to merit its adoption. This proposal presupposes a degree of stockholder
dissatisfaction with current voting procedures that does not appear to be
supported by any evidence. The proposal also ignores the benefits to
stockholders which may be provided by the current voting procedures.
The proponent suggests that the proposal would "allow stockholders an
opportunity to register their views on the performance of the board collectively
and each director individually." The current voting procedures also allow
stockholders to register their views with respect to some of the directors each
year; the only difference is the term of office for which directors are elected.
In fact, no nominee has received less than 95 percent of the votes cast on the
election of directors in the last five years. Since the vast majority of
stockholders have consistently voiced their support of the nominees, there is
little reason to suggest that stockholders should be asked to vote more
frequently on the election of each director.
A classified board of directors in effect assures that approximately
two-thirds of the directors serving at any time will have at least one year's
experience as a director of L-P, although unusual occurrences such as
retirements, resignations, deaths, or removals could result in a smaller
percentage of experienced directors. The board of directors believes that this
feature of a classified board promotes continuity and stability of management.
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The board of directors believes that a classified board of directors
promotes stability on the board of directors, but does not impede the normal
evolution of the composition of the board of directors. The board believes that
the flexibility of the current voting system is demonstrated by the fact that
six of the current eight-member board of directors joined the board since
January 1, 1984 and four of those (representing half the board) first became
directors in the last four years.
FOR THE FOREGOING REASONS, THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST
THE STOCKHOLDER PROPOSAL.
OTHER BUSINESS
At the time this proxy statement was printed, management knew of no matters
other than the items of business listed in the Notice of Annual Meeting of
Stockholders which might be presented for stockholder action at the meeting. If
any matters other than such listed items properly come before the meeting, the
proxies named in the accompanying form of proxy will vote or refrain from voting
thereon in accordance with their judgment.
14
<PAGE>
HOLDERS OF COMMON STOCK
The following table summarizes the beneficial ownership of Common Stock of
the directors and executive officers of L-P and of each person or group known to
L-P to own beneficially more than 5 percent of the outstanding shares of Common
Stock:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED APPROXIMATE
AS OF MARCH 14, PERCENT OF
NAME 1995(1) CLASS
- ---------------------------------------------------- --------------------- ---------------
<S> <C> <C>
Pierre S. du Pont IV................................ 11,000(4) --%
James Eisses........................................ 139,802(3,4) 0.1
Bonnie Guiton Hill.................................. 18,000(4) --
Donald R. Kayser.................................... 53,704(4) --
J. Keith Matheney................................... 16,530(3,4) --
Harry A. Merlo...................................... 2,013,736(2,3,4,5) 1.8%
Francine I. Neff.................................... 10,334(4) --
Ronald L. Paul...................................... 49,945(3,4) --
Robert M. Simpson................................... 23,053(3,4) --
Charles E. Yeager................................... 1,400 --
All directors and executive officers
as a group (13 persons)............................ 2,418,588(3,4) 2.2%
Louisiana-Pacific Hourly Employee
Stock Ownership Trust.............................. 4,736,011(2) 4.3%
Louisiana-Pacific Salaried Employee
Stock Ownership Trust.............................. 2,819,847(2) 2.6%
<FN>
- ------------------------
(1) Shares are shown as beneficially owned if the person named in the table has
or shares the power to vote or direct the voting of, or the power to
dispose of, or direct the disposition of, such shares. Inclusion of shares
in the table does not necessarily mean that the persons named have any
economic beneficial interest in shares set forth opposite their respective
names.
(2) As one of the trustees of the L-P Hourly and Salaried Employee Stock Owner-
ship Trusts (111 S.W. Fifth Avenue, Portland, Oregon 97204), Mr. Merlo
shares
</TABLE>
15
<PAGE>
<TABLE>
<S> <C>
voting power with respect to, and thus is considered to beneficially own,
7,555,858 shares (6.9%) of the outstanding Common Stock held in such
trusts, including 2,538 shares beneficially owned by officers of L-P. These
represent shares held by the trusts as to which the trustees together have
sole voting power--generally, shares which have not been allocated to
individual employee accounts.
(3) Includes shares held by the L-P Salaried Employee Stock Ownership Trust and
beneficially owned by the following officers: Mr. Eisses, 8,961 shares; Mr.
Matheney, 4,846 shares; Mr. Merlo, 33,362 shares; Mr. Paul, 13,396 shares;
Mr. Simpson, 3,143 shares; and all executive officers as a group, 78,117
shares. See note 2 above.
(4) Includes shares reserved for issuance under immediately exercisable options
and options which will become exercisable within 60 days after March 14,
1995, as follows: Gov. du Pont, 9,500 shares; Mr. Eisses, 60,000 shares;
Ms. Hill, 18,000 shares; Mr. Kayser, 18,000 shares; Mr. Matheney, 7,200
shares; Mr. Merlo, 660,000 shares; Mrs. Neff, 9,000 shares; Mr. Paul,
18,000 shares; Mr. Simpson, 12,000 shares; and all executive officers as a
group, 786,900 shares.
(5) Includes 233,100 shares held by the Harry A. Merlo Foundation, Inc., of
which Mr. Merlo is a director.
</TABLE>
16
<PAGE>
EXECUTIVE COMPENSATION
The following material summarizes L-P's executive compensation in the format
required by applicable regulations of the Securities and Exchange Commission. In
accordance with those regulations, the material under the captions "Compensation
Committee Report" and "Performance Graph" is not to be deemed "soliciting
material" or to be "filed."
COMPENSATION COMMITTEE REPORT
To the stockholders of Louisiana-Pacific Corporation:
The Compensation Committee of the board of directors administers L-P's
restricted stock plan and, with respect to employees who are officers or
directors, L-P's stock option plans and, in addition, has overall responsibility
for compensation decisions affecting the three most senior executive officers --
in 1994, these were Messrs. Merlo, Eisses, and Paul. Decisions on salary and
bonuses for divisional general managers are the responsibility of the three top
executive officers.
Each year the Compensation Committee of the board of directors conducts a
review of L-P's executive compensation program. This annual review includes
analyzing data comparing the competitiveness of L-P's executive compensation
with comparable corporations, based on corporate performance, stock price
appreciation over time, and total return to stockholders over time. The
comparable corporations include six companies in the Standard and Poor's Paper
and Forest Products Index (excluding those which are primarily paper companies)
plus one other forest products company similar in size to L-P.
There is no fixed policy governing the relationship of L-P's compensation
practices to the other comparable corporations. In 1994, salary and bonuses of
each of L-P's executive officers were below the median salary and bonuses of
comparable executives of the other corporations. During 1994, as discussed
further below, base salaries were significantly increased but remained below the
median salary and bonuses of comparable executives of the other corporations.
17
<PAGE>
The key elements of L-P's compensation program for the chief executive
officer and other executive officers consist of base salary, stock options,
restricted stock subject to performance criteria ("performance awards") and the
salaried employee stock ownership trust ("ESOT") including deferred compensation
in lieu of ESOT contributions. L-P has no golden parachute or change-of-control
arrangements and no employment contracts for executive officers. There is no
pension plan since executive officers participate in the salaried ESOT plan with
other salaried employees. Also, the Compensation Committee's policy is not to
award any cash bonuses in any year in which an executive will be receiving
shares issued under performance awards based upon satisfaction of performance
criteria. In years when no performance award shares are issued, the committee
may, on a case-by-case basis, elect to award one or more cash bonuses. The
principal criteria for such cash bonuses would be levels of corporate
performance which, while not meeting the targeted levels, nonetheless compare
favorably with other corporations in L-P's industry.
A principal aim of L-P's compensation policy is to connect the interests of
its executives with corporate performance and increases in stockholder value
over time. Two vehicles to meet these objectives are (i) stock options, the
value of which is tied to the price performance of L-P Common Stock, and (ii)
restricted stock performance awards, under which the ultimate issuance of stock
to the executives is contingent upon attainment of specified annual return on
equity goals. For the chief executive officer and other executive officers,
these stock-based forms of compensation are awarded in amounts which, if L-P is
successful, will result in these forms of compensation being the dominant
element of compensation. In addition, the use of an ESOT in lieu of a defined
benefit pension plan ties the retirement income of executives closely to the
long-term performance of L-P Common Stock. The committee may from time to time
examine other compensation alternatives which would relate compensation to
corporate performance.
Restricted stock performance awards are generally awarded in four-year
cycles under the Key Employee Restricted Stock Plan. No shares are issued at the
date of an award; instead, up to one-fourth of the total number of shares
awarded to a participant may be issued in each of the first four years after the
award, subject to attainment of performance goals and subject to possible
acceleration as provided in
18
<PAGE>
the plan. The number of shares issued in each year is based on L-P's return on
equity (as defined by its Compensation Committee) for the preceding fiscal year
("ROE"). If ROE meets or exceeds the target level, the full installment of
shares for that year (i.e., one-fourth of the total) is issued. If ROE is at
least 83 percent of the target level, 60 percent of that year's installment of
shares is issued. If ROE is at least 67 percent of the target level (referred to
in the table as the threshold level), then 30 percent of that year's installment
of shares is issued. If ROE is less than 67 percent of the target level, no
shares will be issued. Any shares not issued in a particular year because of
failure to achieve required levels of ROE are forfeited. No cash dividends are
paid on restricted stock performance awards until shares are issued.
The Committee believes that corporate performance includes, in addition to
stock market and financial performance, such factors as the quality of L-P's
products and services; providing innovative, environmentally-friendly, and
affordable building products to homebuilders; monitoring and improving L-P's
environmental performance; and maintaining equitable opportunity for L-P's
employees. The Compensation Committee, therefore, also takes these factors into
account in making compensation decisions. Although return on equity and return
to stockholders are generally given significant attention, there is no
particular ranking or weighting given to the various elements of corporate
performance. The Committee also bases compensation decisions on individual
performance as well as corporate results.
Compensation decisions affecting divisional general managers generally
consider the same types of performance factors as are considered for the three
top executive officers. However, compensation decisions concerning the three top
executive officers generally focus on L-P's overall corporate performance while
decisions concerning general managers usually focus on the performance of their
particular divisions. Therefore, the timing and amount of bonuses and salary
increases for divisional general managers may vary from those of the three top
executive officers.
19
<PAGE>
Grants of stock options have generally been made on a five-year cycle and
performance awards of restricted stocks are generally made on a four-year cycle
(i.e., in each case after the previous grant or award has vested or expired).
However, there may be individual variations because of promotions or other
factors. Grants of stock options take into account, among other factors, the
number of options previously granted to the executive. During 1994, options were
granted to non-executive employees of L-P based on a three-year cycle with a
five-year term; in the future, the Committee may consider similar grants for
executive officers.
The Compensation Committee further realizes that corporations need to be
competitive in compensation in order to attract and retain qualified executives.
To the extent consistent with its goal of maintaining a fair and competitive
compensation package, the compensation committee attempts to structure L-P's
executive compensation to be deductible for income tax purposes by complying
with applicable tax requirements, including limits on deductibility of certain
types of compensation.
The Committee believes that it has aligned the interests of stockholders and
management through the linking of executive compensation directly to corporate
performance through the plans mentioned above.
Major compensation decisions made during 1994 include the following:
1. During 1994, the Committee approved an increase in Mr. Merlo's base
salary from $650,000 per year to $950,000 per year. Salaries of other
executive officers were also increased from 7 percent to 50 percent. Mr.
Merlo's salary had not been increased since 1989 and salaries of the
other executive officers had been increased during that time only in
modest amounts (other than in connection with promotions). As noted
above, base salary and bonuses for L-P executives had been significantly
below the median salary and bonuses of comparable executives in other
companies in the industry and remained below the median after the
increases. However, L-P operates with fewer executive officers than most
other companies in the industry. The decision to increase salary levels
for the chief executive officer and others was based upon the fact that
salaries
20
<PAGE>
had not been increased for several years, the disparity between L-P's
executive compensation and that of other comparable companies
(particularly in view of the smaller number of executives at L-P), and
L-P's excellent financial performance over the last few years.
2. The vesting of previously granted restricted stock performance awards
based upon the previously established performance criteria which L-P
significantly exceeded in 1994.
The factors affecting increases and decreases of the chief executive
officer's compensation are the same as those described above for executive
officers generally. Differences in relative levels of compensation for the chief
executive officer reflect the committee's judgment of his greater responsibility
for L-P's performance. For information concerning the residence leased to Mr.
Merlo, see "Management Transactions" below.
Respectfully submitted,
Pierre S. du Pont IV
Bonnie Guiton Hill
Donald R. Kayser
Francine I. Neff, Chairman
Charles E. Yeager
21
<PAGE>
PERFORMANCE GRAPH
The following graph is required to be included in this proxy statement under
applicable rules of the Securities and Exchange Commission. The graph compares
the total cumulative return to investors, including dividends paid (assuming
reinvestment of dividends) and appreciation or depreciation in stock price, from
an investment in L-P Common Stock for the five year period ending December 31,
1994, to the total cumulative return to investors from the Standard & Poor's 500
Stock Index and the Standard & Poor's Paper and Forest Products Index for the
same period assuming an investment of $100 in each stock or index at the
beginning of the period. Stockholders are cautioned that the graph shows the
returns to investors only as of the dates noted and may not be representative of
the returns for any other past or future period.
[CUMULATIVE RETURN TO INVESTORS GRAPH]
<TABLE>
<CAPTION>
YEAR END 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
Louisiana Pacific Corp $ 100 65 109 224 313 210
S&P 500 100 97 126 136 150 152
S&P Paper & Forest Prod 100 90 115 131 144 150
</TABLE>
22
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------- ---------------------- -------------
OTHER SECURITIES LONG TERM ALL
NAME AND ANNUAL RESTRICTED UNDER- INCENTIVE OTHER
PRINCIPAL COMPEN- STOCK LYING PLAN COMPEN-
POSITION YEAR SALARY BONUS SATION(1) AWARDS OPTIONS(2) PAYOUTS(3) SATION(4)
---------------------------- ---- -------- -------- ------- ---------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Harry A. Merlo.............. 1994 $825,000 -- $85,696 -- -- $ 4,256,250 $ 169,842
Chairman and 1993 $650,000 -- $94,669 -- -- $ 11,306,250 $ 152,342
President (CEO) 1992 $650,000 -- $79,073 -- -- -- $ 152,342
James Eisses................ 1994 $389,583 -- -- -- $ 1,064,063 $ 63,686
Executive Vice President 1993 $375,000 -- -- -- $ 2,826,563 $ 62,228
1992 $375,000 -- -- -- -- $ 62,228
J. Keith Matheney........... 1994 $118,336 57,382 -- -- $ 240,750 $ 12,056
General Manager 1993 $105,000 48,796 -- -- -- $ 10,500
WeatherSeal Division 1992 $105,000 47,005 -- -- -- $ 10,500
Ronald L. Paul.............. 1994 $258,333 -- -- -- $ 851,250 $ 27,321
Vice President, 1993 $200,000 -- -- -- $ 2,261,250 $ 21,483
Operations 1992 $187,500 -- -- -- -- $ 18,750
Robert M. Simpson........... 1994 $150,000 -- -- -- $ 425,625 $ 15,000
General Manager 1993 $150,000 -- -- -- $ 1,089,375 $ 16,111
Western Division 1992 $ 97,500 -- -- 60,000 -- $ 9,750
</TABLE>
(SEE FOOTNOTES ON FOLLOWING PAGE.)
23
<PAGE>
<TABLE>
<S> <C>
<FN>
- ------------------------
(1) The amounts shown as Other Annual Compensation represent the estimated
incremental cost to L-P of personal benefits provided to those executive
officers for whom the aggregate cost exceeds the lesser of $50,000 or 10
percent of their annual salary and bonus. The amount shown for Mr. Merlo in
1994 includes $74,700 as the estimated portion of operating costs
attributable to Mr. Merlo's personal use of the furnished residence rented
to him as described under "Management Transactions." Other Annual
Compensation does not include any amounts attributable to purchases of
Common Stock pursuant to L-P's employee stock purchase plans, as all
employees are eligible to participate in those plans.
(2) Number of shares subject to options granted.
(3) Amounts shown represent the value (at date of issuance) of shares issued
under previously granted restricted stock awards based upon L-P's attain-
ment of performance goals in the years shown. At December 31, 1994, the
number of restricted stock performance awards, and the value thereof at
such date assuming all shares were vested, held by the executives subject
to the future satisfaction of performance criteria was as follows: Mr.
Merlo, 150,000 shares, $4,087,500; Mr. Eisses, 37,500 shares, $1,021,875;
Mr. Matheney, 9,000 shares, $245,250; Mr. Paul, 30,000 shares, $817,500;
and Mr. Simpson, 15,000 shares, $408,750.
(4) Amounts shown include the annual contribution to funded and unfunded de-
fined contribution plans (i.e., employee stock ownership trust ("ESOT")
contribution plus deferred compensation for amounts in excess of the
maximum permitted ESOT contribution) equal to 10 percent of salary and
bonus. The excess over 10 percent of salary and bonus represents premiums
for life insurance in excess of group life insurance provided to salaried
employees generally. In 1994, the respective amounts of ESOT contributions,
unfunded deferred compensation, and insurance premiums for the named
executives were: Mr. Merlo, $15,000, $67,500, and $87,342; Mr. Eisses,
$15,000, $23,958, and $24,728; Mr. Matheney, $11,833, $-0-, and $223; Mr.
Paul, $15,000, $10,833, and $1,488; and Mr. Simpson, $15,000, $-0-, and
$-0-.
</TABLE>
24
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED UNDERLYING UNEXERCISED IN-THE-MONEY
ON OPTIONS/SARS AT OPTIONS/SARS
EXERCISE DECEMBER 31, 1994 AT DECEMBER 31, 1994
DURING VALUE -------------------------- ----------------------------
NAME 1994 REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------- -------- ---------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Harry A. Merlo........................ 0 $ 0 660,000 360,000 $ 17,985,000 $ 9,810,000
James Eisses.......................... 0 $ 0 60,000 120,000 $ 1,635,000 $ 3,270,000
J. Keith Matheney..................... 0 $ 0 3,600 7,200 $ 98,100 $ 196,200
Ronald L. Paul........................ 18,000 $ 362,610 0 36,000 $ -- $ 981,000
Robert M. Simpson..................... 12,000 $ 157,260 0 36,000 $ -- $ 981,000
</TABLE>
MANAGEMENT TRANSACTIONS
L-P owns and leases to Mr. Merlo a furnished residence in Portland, Oregon,
which is used for numerous corporate and business functions. The lease is
renewable by Mr. Merlo on a year-to-year basis. During most of 1994, the rent
was $3,000 per month, based upon an independent appraisal of the reasonable
rental value performed in 1992. The monthly rent was increased to $3,270 in
December 1994, based upon an independent appraisal of fair rental value in
November 1994. L-P pays substantially all the costs of maintaining, improving,
operating, and insuring the property and pays real property taxes; during 1994,
the noncapitalized cost to L-P aggregated $299,000, including depreciation. Mr.
Merlo has an option to purchase the property for L-P's book value, which was
approximately $934,000 at December 31, 1994.
During 1994, L-P purchased merchantable timber from Mr. Merlo for
approximately $68,000. The price was based on the volume and type of timber
harvested at unit prices not in excess of the prices L-P was then paying for
similar timber in transactions with unrelated parties.
During 1994, L-P placed orders to purchase shares of L-P Common Stock as
treasury stock and for other securities transactions with Kidder Peabody & Co.
25
<PAGE>
Incorporated through its account officer, Franklin V. Merlo, the brother of
Harry A. Merlo. Total commissions on the transactions were approximately
$87,000, which were based on the same rates as L-P pays to other unrelated
brokerage firms.
See "Item 1 -- Election of Directors; Compensation Committee -- Interlocks
and Insider Participation" for a description of an additional transaction.
DIRECTORS' COMPENSATION
Each director of L-P who is not an employee of L-P receives for all services
as a director fees at the rate of $20,000 per year, plus $1,750 for each board
meeting attended, $1,000 for each committee meeting attended ($1,250 for
committee chairpersons) and, for participation in each telephone conference
meeting, $750 for a board meeting and $500 for a committee meeting.
The board of directors has adopted an unfunded deferred compensation plan
for directors which permits outside directors to elect to defer either all
compensation to be received from L-P as a director or only the annual fees. Such
deferred compensation earns interest at a rate equal to the 90-day rate paid on
certain high-grade commercial paper, adjusted quarterly. Payment of deferred
amounts shall be made, at the director's option, in a lump sum or in
substantially equal quarterly installments over a 5-year or 10-year period
beginning the first quarter after he or she ceases to be a director.
L-P's 1992 Non-Employee Director Stock Option Plan (the "Director Plan")
provides for the automatic granting every five years of options to purchase
shares of L-P Common Stock to members of the board of directors who are not
employees of L-P or any of its subsidiaries. Each option under the Director Plan
entitles the holder to purchase 45,000 shares of Common Stock at a price equal
to 85 percent of the Fair Market Value (as defined) of a share of L-P Common
Stock on the date of grant. Each option becomes exercisable as to 20 percent of
the shares covered by the option (i.e., 9,000 shares) on each of the first
through fifth anniversaries of the date of grant. Options will become
immediately exercisable upon the death of the
26
<PAGE>
optionee or upon the occurrence of a "change in control" (as defined) of L-P.
Each option expires ten years after the date of grant, subject to earlier
termination if the optionee ceases to be a member of the board of directors.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be considered for inclusion in the proxy
statement and proxy for the 1996 annual meeting of stockholders of L-P must be
received by L-P no later than December 2, 1995.
L-P's bylaws permit business in addition to that included in its proxy
materials to be presented at an annual meeting of stockholders by a stockholder
of record, provided that such stockholder gives written notice thereof to the
Chairman in the manner and within the time periods described under "Item
1--Election of Directors; Nominating Committee" above with respect to
nominations for director. Such notice must include, as to each matter the
stockholder proposes to bring before the annual meeting, a brief description of
the business and the reason for presenting it, the name and address of the
stockholder as they appear on L-P's stock ledger, a representation that the
stockholder is a record holder and intends to appear at the meeting in person or
by proxy to propose such business, and any material interest of the stockholder
in such business. The meeting chairman shall, if the facts warrant, determine
that any such business was not properly brought before the meeting and so
declare to the meeting, whereupon such business shall not be transacted.
GENERAL
Section 16 of the Securities Exchange Act of 1934 ("Section 16") requires
that reports of beneficial ownership of Common Stock and changes in such
ownership be filed with the Securities and Exchange Commission (the "SEC") and
the New York Stock Exchange by L-P's officers, directors, and certain other
"reporting persons." Based solely upon a review of copies of Section 16 reports
filed by L-P's
27
<PAGE>
reporting persons and written representations by such persons, to L-P's
knowledge, all Section 16 reporting requirements applicable to such persons were
complied with for the period specified in the SEC's rules governing proxy
statement disclosures.
The cost of soliciting proxies will be borne by L-P. In addition to the
solicitation of proxies by the use of the mails, some of the officers and
regular employees of L-P, without extra compensation, may solicit proxies
personally or by other means such as telephone, telecopier, telegraph, or cable.
L-P will request brokers, dealers, banks, voting trustees, and their
nominees, who hold Common Stock of record, to forward soliciting material to the
beneficial owners of such stock and will reimburse such record holders for their
reasonable expenses in forwarding material. L-P has retained D.F. King & Co.,
Inc., to assist in such solicitation for an estimated fee of $15,000 plus
reimbursement for certain expenses.
28
<PAGE>
PROXY
LOUISIANA-PACIFIC CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING MAY 1, 1995
The undersigned hereby constitutes and appoints James Eisses, Donald R. Kayser,
and Harry A. Merlo and each of them, his true and lawful agents and proxies,
each with full power of substitution, to represent and vote the common stock of
Louisiana-Pacific Corporation ("L-P"), which the undersigned may be entitled to
vote at the annual meeting of stockholders to be held May 1, 1995, or at any
adjournment thereof.
Nominees for Election of Directors:
Ronald L. Paul, Charles E. Yeager
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES ON THE REVERSE SIDE. YOU NEED NOT MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. BY SIGNING ON THE REVERSE, YOU
ACKNOWLEDGE RECEIPT OF THE 1995 NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND ACCOMPANYING PROXY STATEMENT AND REVOKE ALL
PROXIES HERETOFORE GIVEN BY YOU TO VOTE AT SAID MEETING OR SEE REVERSE
ANY ADJOURNMENT THEREOF. SIDE
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
LOUISIANA-PACIFIC CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
MAY 1, 1995
10:30 A.M.
JOHN ASCUAGA'S NUGGET
1100 NUGGET AVENUE
SPARKS, NEVADA
<PAGE>
PLEASE MARK YOUR 9319
/X/ VOTES AS IN THIS
EXAMPLE.
This proxy when properly executed will be voted in the manner directed herein.
If no direction is made, this proxy will be voted FOR election of directors,
FOR proposals 2 and 3, and AGAINST proposal 4. If any other matters properly
come before the meeting, this proxy will be voted by the proxies named herein
in accordance with their best judgment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
DIRECTORS, FOR PROPOSALS 2 AND 3, AND AGAINST PROPOSAL 4.
FOR WITHHELD
1. Election of / / / /
Directors
(see reverse)
FOR all nominees except as marked to the contrary below:
_______________________________________________________
FOR AGAINST ABSTAIN
2. Approval of Amendment / / / / / /
of 1994 Employee
Stock Purchase Plan.
FOR AGAINST ABSTAIN
3. Approval of independent / / / / / /
accountants.
FOR AGAINST ABSTAIN
4. Stockholder proposal, / / / / / /
NOT recommended by
management, relating to
classification of the
board of directors.
SIGNATURE(S)_______________________________________________ DATE____________
NOTE: Please sign exactly as your name appears hereon. If signing for estates,
trusts, or corporations, title or capacity should be stated. If shares are held
jointly, each holder should sign.
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
Appendix to EDGAR Filing
of Definitive Proxy Materials of
Louisiana-Pacific Corporation
Omitted Graphic Material
1. Map
Description -- A simplified map showing the location of the registrant's
annual meeting in relation to the Reno/Cannon International Airport and
the intersection of U.S. Highway 395 and Interstate Highway 80 in the
vicinity of Reno, Nevada.
2. Performance Graph
Description -- The performance graph required by the Commission's proxy
rules is described in the text and table appearing in the electronic
filing adjacent to the designated location for the performance graph.
