<PAGE>
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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):
July 28, 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
Portland, Oregon 97204
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code:
(503) 221-0800
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Item 5. Other Events.
On July 28, 1995, the board of directors of the registrant accepted
the resignations of Harry A. Merlo, as Chairman and President and director of
the registrant, of James Eisses, as Executive Vice President and director of
the registrant, and of Ronald L. Paul, as Vice President, Operations, and
director of the registrant. The board of directors elected Donald R. Kayser,
currently a director of the registrant, to the office of Chairman and Chief
Executive Officer, and elected Lee C. Simpson, as President and Chief
Operating Officer and director of the registrant. On July 31, 1995, the
registrant issued a press release reporting the above events, a copy of which
is filed as an exhibit to this report and is incorporated herein by reference.
On July 28, 1995, the registrant amended its Rights Agreement,
formerly restated as of February 3, 1991 (the "Rights Agreement"), by entering
into Amendment No. 1, dated as of July 28, 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 Rights Agreement has been amended to decrease from 20% to 15%
the threshold of beneficial ownership at which a Person is deemed to be an
Acquiring Person.
In addition, the Rights Agreement has been amended to modify the
definition of "Acquiring Person" (i) to eliminate the exclusion from the
definition of "Acquiring Person" a Person who acquires Common Shares of the
registrant as a result of a Qualifying Tender Offer, (ii) to exclude from the
definition of "Acquiring Person" a Person determined by the Board of Directors
to have inadvertently become the Beneficial Owner of 15% or more of the Common
Shares of the registrant if that Person as promptly as practicable disposes of
a sufficient number of shares in order to reduce the number of shares
beneficially owned by such Person to below the 15% threshold, and (iii) to
exclude from the definition of "Acquiring Person" a Person whose beneficial
ownership of Common Shares goes above the 15% threshold as a result of an
acquisition of Common Shares by the registrant which, by reducing the number
of Common Shares of the registrant outstanding, increases the proportionate
number of Common Shares beneficially owned by such Person to above such
threshold, so long as such Person does not thereafter become the Beneficial
Owner of any additional Common Shares of the registrant unless upon
consummation of the acquisition of such additional Common Shares such Person
does not own 15% or more of the Common Shares of the registrant then
outstanding.
The Rights Agreement has also been amended to eliminate the
definition of "Qualifying Tender Offer" and to eliminate all references
thereto in the Rights Agreement.
The Rights Agreement has also been amended to revise the definition
of "Distribution Date" to eliminate the exclusion therefrom of an acquisition
of Common Shares pursuant to a Qualifying Tender Offer, and to reduce from 30%
to 15% the percentage of the outstanding Common Shares for which a tender or
exchange offer is made that would give rise to the occurrence of a
Distribution Date.
The Rights Agreement has also been amended to make technical
corrections to the description of the transactions the occurrence of which,
after there is an Acquiring Person, gives rise to the right of holders of
Rights (other than the Acquiring Person) to purchase Common Shares of the
Principal Party to such transaction for 50% of the current per share market
price thereof.
The Rights Agreement has also been amended (i) to eliminate the
ability of the registrant to redeem the Rights during the ten calendar day
period following the first date of public announcement that a Person has
become an Acquiring Person, and (ii) to eliminate the reinstatement of the
ability of the registrant to redeem the Rights if the Acquiring Person,
following such ten calendar day period, disposes of a number of Common Shares
sufficient to reduce such Person's percentage ownership of Common Shares to
10% or less of the outstanding Common Shares of the registrant.
The Rights Agreement has also been amended to specify that, in
connection with an exchange for Rights, the fractional interest in Preferred
Shares which the registrant at its option may substitute for each share of
Common Stock exchangeable for Rights is determined by reference to the rights
of such fractional interest in Preferred Shares to participate in dividends
and in distributions upon liquidation, dissolution or winding up of the
registrant and not by reference to the voting rights of such fractional
interest in Preferred Shares.
The Rights Agreement has been further amended to change the period
during which the Board of Directors may amend in any respect whatsoever any
provision of the Rights Agreement to the period prior to the time that any
Person first becomes an Acquiring Person, rather than the period prior to the
occurrence of a Distribution Date.
A copy of the Amendment is filed as an exhibit to this report and
is incorporated herein by reference. The foregoing description of the
amendments to the Rights Agreement does not purport to be complete and 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.
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: August 4, 1995
<PAGE>
INDEX TO EXHIBITS
Exhibit
4 Amendment No. 1, dated as of July 28, 1995, to Rights
Agreement, restated as of February 3, 1991, between the
Company and First Chicago Trust Company of New York.
99.1 Press Release issued by the registrant on July 31, 1995
concerning the Rights Agreement.
99.2 Press Release issued by the registrant on July 31, 1995
concerning the resignation of certain executive officers of
the registrant.
99.3 Description of common stock of the registrant.
<PAGE>
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EXHIBIT 4
RIGHTS AGREEMENT, AS RESTATED
AMENDMENT NO. 1
Amendment No. 1, dated as of July 28, 1995 (the "Amendment"), to the
Rights Agreement, restated as of February 3, 1991 (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 entered into the Rights
Agreement; and
WHEREAS, on July 28, 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 1(a). Section 1(a) of the Rights
Agreement is amended to read in its entirety as follows:
"(a) 'Acquiring Person' shall mean any Person (as defined) who
or which, together with all Affiliates and Associates (as defined)
of such Person, shall be the Beneficial Owner (as defined) of 15
percent or more of the Common Shares of the Company then
outstanding, provided, however, that an Acquiring Person shall not
include the Company, any wholly-owned Subsidiary of the Company, any
employee benefit plan ("Plan") of the Company or of a Subsidiary of
the Company, or any Person holding Common Shares of the Company for
or pursuant to the terms of any such Plan. Notwithstanding the
foregoing: (i) no Person shall become an 'Acquiring Person' as the
result of an acquisition of Common Shares of the Company by the
Company which, by reducing the number of Common Shares of the
Company outstanding, increases the proportionate number of Common
Shares of the Company beneficially owned by such Person to 15
percent or more of the Common Shares of the Company then
outstanding, provided, however, that if a Person shall become the
Beneficial Owner of 15 percent or more of the Common Shares of the
Company then outstanding by reason of such share acquisitions by the
Company and shall thereafter become the Beneficial Owner of any
additional Common Shares of the Company, then such Person shall be
deemed to be an 'Acquiring Person' unless upon the consummation of
the acquisition of such additional Common Shares of the Company such
Person does not own 15 percent or more of the Common Shares of the
Company then outstanding; and (ii) if the Board of Directors
determines in good faith that a Person who would otherwise be an
'Acquiring Person' became such inadvertently (including, without
limitation, because (A) such Person was unaware that it beneficially
owned a percentage of the Common Shares of the Company that would
otherwise cause such Person to be an 'Acquiring Person' or (B) such
Person was aware of the extent of its Beneficial Ownership of Common
Shares of the Company but had no actual knowledge of the
consequences of such Beneficial Ownership under this Agreement) and
without any intention of changing or influencing control of the
Company, and if such Person as promptly as practicable divested or
divests itself of Beneficial Ownership of a sufficient number of
Common Shares of the Company so that such Person would no longer be
an 'Acquiring Person', then such Person shall not be deemed to be or
to have become an 'Acquiring Person' for any purposes of this
Agreement. For purposes of this subsection (a), in determining the
percentage of the outstanding shares of Common Shares of the Company
with respect to which a Person is the Beneficial Owner (i) all
shares as to which such Person is deemed the Beneficial Owner shall
be deemed outstanding and (ii) shares which are subject to issuance
upon the exercise or conversion of outstanding conversion rights,
rights, warrants and options other than those referred to in clause
(i) of this sentence shall not be deemed outstanding. Any
determination made by the Board of Directors as to whether any
Person is or is not an 'Acquiring Person' shall be conclusive and
binding upon all holders of Rights.
Section 2. Amendment to Section 1(j). Section 1(j) of the Rights
Agreement is deleted.
Section 3. Amendment to Section 3(a). The first sentence of Section
3(a) of the Rights Agreement is amended by (i) deleting the parenthetical
clause "(other than a tender offer which would, upon acceptance of shares for
payment, be a Qualifying Tender Offer)", and (ii) deleting the number "30" and
inserting in lieu thereof the number "15".
Section 4. Amendments to Section 13(a). (a) The first sentence of
Section 13(a) of the Rights Agreement is amended by deleting clause (ii) of
said sentence and inserting in lieu thereof the following "(ii) any Person
(other than a Subsidiary of the Company in a transaction which complies with
Section 11(o) hereof) shall consolidate with the Company, or merge with and
into the Company and the Company shall be the continuing or surviving
corporation of such merger and, in connection with such consolidation or
merger, all or part of the Common Shares shall be changed into or exchanged
for stock or other securities of the Company or of any other Person or cash or
any other property, or".
(b) The first sentence of Section 13(a) of the Rights Agreement is
further amended by deleting the phrase "(other than the Company or any of its
Subsidiaries) in one or more transactions each of which complies with Section
11(o)" appearing in clause (iii) of said sentence and inserting in lieu
thereof the phrase "(other than the Company or any of its wholly owned
Subsidiaries in one or more transactions each of which complies with Section
11(o))", and by deleting the phrase "to any other Person or Persons (other
than the Company or one or more of its wholly owned Subsidiaries)" appearing
in said sentence. Section 5. Amendment to Section 23(a). Section 23(a)
of the Rights Agreement is amended so as to read in its entirety as follows:
"(a) The Company may, at its option, by action of the Board of
Directors at any time prior to the earlier of (i) the time that any
Person first becomes an Acquiring Person or (ii) the close of
business on the Final Expiration Date, redeem all, but not less than
all, the then outstanding Rights at a redemption price of $.01 per
Right as such amount may be appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after
February 3, 1991 (such redemption price being hereinafter referred
to as the 'Redemption Price'."
Section 6. Amendment to Section 23(b). Section 23(b) of the Rights
Agreement is deleted.
Section 7. Amendment to Section 24(c). Section 24(c) is amended to read
in its entirety as follows:
"(c) In any exchange pursuant to this Section 24, the Company,
at its option, may substitute Preferred Shares (or equivalent
preferred shares, as such term is defined in Section 11(b)) for
Common Shares exchangeable for Rights, at the initial rate (as of
February 3, 1991) of one-hundredth of a Preferred Share (or
equivalent preferred share) for each Common Share, as appropriately
adjusted to reflect subsequent adjustments in the rights of the
Preferred Shares pursuant to the terms thereof, so that the fraction
of a Preferred Share delivered in lieu of each Common Share shall
have the same rights to participate (taking into account any minimum
preferential amounts) in dividends and distributions upon liquida-
tion, dissolution or winding of the Company, as one Common Share."
Section 8. Amendment to Section 27(a). The first two sentences of
Section 27(a) are amended by deleting the words "Distribution Date" each place
that such words appear therein and inserting in lieu thereof the words
"occurrence of a Section 11(a)(ii) event".
Section 9. 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 10. 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.
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/ William L. Hebert
By: /s/ Anton C. Kirchhof William L. Hebert
Anton C. Kirchhof Title: Treasurer and Chief Financial
Officer
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ Joanne Gorostiola
Joanne Gorostiola
By: /s/James Kuzmich Title: Assistant Vice President
<PAGE>
EXHIBIT 99.1
Louisiana-Pacific NEWS RELEASE
Doing something about it.
111 S.W. Fifth Avenue
Portland, OR 97204
503/221-0800
FAX 503/796-0107
Release No. 124-7-5
Contact: Barry Lacter (Media Rel.) or Bill Hebert (Investor Rel.)
FOR IMMEDIATE RELEASE
Louisiana-Pacific Announces Amendment to Rights Plan
(Portland, Ore.; July 31, 1995) - Louisiana-Pacific Corp.'s (NYSE: LPX)
board of directors has adopted amendments to the Rights Agreement restated as
of February 3, 1991, between the company and First Chicago Trust Company of
New York, as Rights Agent, in order, inter alia (1) to reduce from 20% to 15%
the threshold of beneficial ownership of common stock of the company at which
a person is deemed to be an "Acquiring Person" and at which the "flip-in"
provisions of the Agreement are triggered; (2) to delete the exemption for a
period who becomes an "Acquiring Person" pursuant to a cash tender offer for
all the outstanding common stock meeting certain requirements (formerly a
"Qualifying Tender Offer"); (3) to eliminate the ability of the company to
redeem the Rights following the time that any person first becomes an
"Acquiring Period"; (4) to enable the company to amend the Agreement without
limitation until such time as any person first becomes an "Acquiring Person";
and (5) to make certain other technical revisions to the Agreement.
<PAGE>
EXHIBIT 99.2
Louisiana-Pacific NEWS RELEASE
Doing something about it.
111 S.W. Fifth Avenue
Portland, OR 97204
503/221-0800
FAX 503/796-0107
Release No. 123-7-5
Contact: Barry Lacter (Media) or Bill Hebert (Investor Rel.)
FOR IMMEDIATE RELEASE
Louisiana-Pacific Announces Management Changes
(Portland, Ore.; July 31, 1995) -- The board of directors of Louisiana-
Pacific Corp. (NYSE: LPX) announced today that it has accepted the proffered
resignations of Harry A. Merlo, chairman and president, along with two other
senior executives and board members: James Eisses, executive vice president
and general manager of the company's Northern Division; and Ronald L. Paul,
vice president, operations and general manager of L-P's Southern Division.
Effective immediately, Donald R. Kayser, an L-P board member and former
officer of the company, has been appointed chairman and chief executive
officer; and Lee Simpson, a former L-P board member and officer, has been
appointed president and chief operating officer and has been elected to the
board.
Mr. Kayser and Mr. Simpson will serve on an interim basis. A search firm
has been engaged to find a new CEO.
All three officers elected to take early retirement at a board meeting
last Friday when the outside directors of the board expressed a lack of
confidence in the executive management team. It was agreed by all members of
the board that given the current litigation situation of the company, there
should be a new management team.
The board reiterated Louisiana-Pacific's determination to defend its
interests aggressively in these litigation matters. According to Mr. Kayser,
"In accepting the early retirement of these officers, the company is making no
accusation against them. Rather, we are determined to do everything possible
to defend our company and our products."
Mr. Kayser released a statement to the 13,000 employees of Louisiana-
Pacific expressing his strong confidence in its people and its products.
"Harry Merlo has made great contributions to this company as an entrepreneur
and a visionary," he said. "He deserves our thanks, as do Jim Eisses and
Ronnie Paul. Now it is time to build a stronger management foundation for our
commitment to deliver high quality, innovative products. We begin the process
with a tremendous base of modern, efficient plants and talented, hard-working
employees who have contributed to making Louisiana-Pacific the great company
that it is today."
Donald Kayser, 64, served as chief financial officer and administrative
officer of Louisiana-Pacific from 1973 to 1982 and has served on the L-P board
since 1972. Prior to that, he held a number of operating positions at
Georgia-Pacific, from which Louisiana-Pacific was spun off in 1972.
Subsequent to leaving L-P, he was senior vice president and chief financial
officer of Allied Signal from 1983 to 1988 and served as an executive vice
president and director of Morrison Knudsen Corporation from 1988 to 1990. He
retired in 1990.
Lee Simpson, 61, was vice president, operations and a member of the board
of Louisiana-Pacific from the start of the company in 1972 until he retired in
1991. He continued to serve as a director until 1993.
###
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EXHIBIT 99.3
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 No. 1 thereto dated as of July 28, 1995 (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 inadvertant 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 $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 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 antidilution provisions affecting the Rights and the
Preferred Shares.
The Rights have certain antitakeover 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.
