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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 (date of earliest event reported):
October 29, 1995
LOUISIANA-PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-7107
(Commission File No.)
93-0609074
(IRS Employer Identification No.)
111 S.W. Fifth Avenue 97204
Portland, Oregon (ZIP Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(503) 221-0800
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Item 5. Other Events.
On October 29, 1995, the registrant amended its Rights Agreement,
formerly restated as of February 3, 1991 and as amended by Amendment No.
1, dated as of July 28, 1995 (as so amended, the "Rights Agreement"), by
entering into Amendment No. 2 dated as of October 30, 1995 (the
"Amendment"), with First Chicago Trust Company of New York. Capitalized
terms used and not otherwise defined herein have the meanings ascribed to
them in the Rights Agreement and the Amendment.
The effect of the Amendment is to increase the Purchase Price for each
one one-hundredth of a Preferred Share pursuant to the exercise of a
Right to $200.
A copy of the Amendment is filed as an exhibit to this report and is
incorporated herein by reference. The foregoing description of the
amendment to the Rights Agreement is qualified in its entirety by
reference to the Amendment.
Item 7. Financial Statements, Pro Forma Financial Information, and
Exhibits.
The exhibits filed herewith are listed on the accompanying exhibit
index.
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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
(Registrant)
By /s/William L. Hebert
William L. Hebert
Treasurer and Chief
Financial Officer
Dated: November 13, 1995
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INDEX TO EXHIBITS
Exhibits
4 Amendment No. 2, dated as of October 30, 1995, to Rights
Agreement, restated as of February 3, 1991 (and amended as
of July 28, 1995), between the registrant and First
Chicago Trust Company of New York.
99.1 Description of common stock of the registrant.
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EXHIBIT 4
RIGHTS AGREEMENT, AS RESTATED
AMENDMENT NO. 2
Amendment No. 2, dated as of October 30, 1995 (the "Amendment"),
to the Rights Agreement, restated as of February 3, 1991 and as amended
by Amendment No. 1 thereto dated as of July 28, 1995 (the "Rights
Agreement"), between Louisiana-Pacific Corporation, a Delaware
corporation (the "Company"), and First Chicago Trust Company of New York,
a New York corporation (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent have entered into the
Rights Agreement; and
WHEREAS, on October 29, 1995, the Board of Directors of the
Company, in accordance with Section 27 of the Rights Agreement,
determined it desirable and in the best interest of the Company and its
stockholders to supplement and amend certain provisions of the Rights
Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Amendment to Section 7(c). The first sentence of
Section 7(c) of the Rights Agreement is amended to read in its entirety
as follows: "The Purchase Price for each one one-hundredth of a
Preferred Share pursuant to the exercise of a Right shall be $200.00, and
shall be payable in lawful money of the United States of America in
accordance with Section 7(d) hereof."
Section 2. Rights Agreement as Amended. The term "Agreement" as
used in the Rights Agreement shall be deemed to refer to the Rights
Agreement as amended hereby. This Amendment shall be effective as of the
date hereof and, except as set forth herein, the Rights Agreement shall
remain in full force and effect and be otherwise unaffected hereby.
Section 3. Counterparts. This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all of such counterparts shall
together constitute but one in the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
duly executed and their respective seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: LOUISIANA-PACIFIC CORPORATION
By /s/ Anton C. Kirchhof By /s/ William L. Hebert
Anton C. Kirchhof William L. Hebert
Treasurer and
Chief Financial Officer
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By /s/ James Kuzmich By /s/Joanne Gorostiola
James Kuzmich Joanne Gorostiola
Assistant Vice President
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EXHIBIT 99.1
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, and as further
amended by Amendment Nos. 1 and 2 thereto dated as of July 28, 1995 and
October 30, 1995, respectively (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 (other than as a
result of certain inadvertent transactions or acquisitions of Common
Stock by L-P), beneficial ownership of 15 percent or more of the
outstanding Common Stock (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 the consummation of which would
result in the beneficial ownership by a person of 15 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 $200
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 earlier of (i) the time that any person
first becomes an Acquiring Person or (ii) the close of business on 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 Restated Certificate of Incorporation and the Rights Agreement
contain various anti-dilution provisions affecting the Rights and the
Preferred Shares.
The Rights have certain anti-takeover effects, but should not
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.
