LOUISIANA PACIFIC CORP
S-8, 1995-09-01
SAWMILLS & PLANTING MILLS, GENERAL
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<PAGE>
As filed with the Securities and Exchange
Commission on September 1, 1995.                      Registration No. 33-    


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                         LOUISIANA-PACIFIC CORPORATION
            (Exact name of registrant as specified in its charter)

                   Delaware                          93-0609074
          (State of incorporation)      (IRS Employer Identification No.)

          111 S.W. Fifth Avenue
          Portland, Oregon                                  97204  
(Address of principal executive offices)                  (Zip Code)


        LOUISIANA-PACIFIC CORPORATION 1994 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)


                            Anton C. Kirchhof, Jr.
                                   Secretary
                         Louisiana-Pacific Corporation
                             111 S.W. Fifth Avenue
                            Portland, Oregon  97204
                           Telephone (503) 221-0800
          (Name, address, and telephone number of agent for service)
<TABLE>
<CAPTION>

                                CALCULATION OF REGISTRATION FEE
===========================================================================================
                                      Proposed Maximum   Proposed Maximum
Title of Securities    Amount to be    Offering Price       Aggregate          Amount of
  to be Registered      Registered       Per Share        Offering Price    Registration Fee
____________________________________________________________________________________________
  <S>                  <C>                   <C>           <C>                <C>
  Common Stock         700,000 shares        (2)           $16,537,500(2)     $5,702.63(2)
 (par value $1
  per share)(1)

============================================================================================

(1)   Includes rights under the 1994 Employee Stock Purchase Plan.

(2)   Pursuant to Rule 457(h), the proposed maximum aggregate offering price
      and the registration fee have been computed based upon the average of
      the high and low sales prices, $23.625, reported for the Common Stock on
      the New York Stock Exchange-Composite Transactions on August 29, 1995.

</TABLE>
<PAGE>
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:

      (a)  The registrant's Annual Report on Form 10-K for the year ended
  December 31, 1994, as amended by Form 10-K/A dated August 30, 1995.

      (b)  The registrant's Quarterly Reports on Form 10-Q for the quarters
  ended March 31, 1995, and June 30, 1995.

      (c)  The registrant's Current Report on Form 8-K dated July 28, 1995.

      (d)  The description of the registrant's Common Stock included as
  Exhibit 99.3 to the registrant's Report on Form 8-K dated July 28, 1995.

      All documents filed by the registrant subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Indemnification

      Section 174 of the Delaware General Corporation Law ("Law") provides
that any director against whom a claim shall be successfully asserted under
said section for an unlawful payment of a dividend or an unlawful stock
purchase or redemption shall be entitled to be subrogated to the rights of the
corporation against stockholders who received the dividend on, or assets for
the sale or redemption of, their stock with knowledge that the same was
unlawful.  Said section also provides that any such director shall be entitled
to contribution from the other directors who voted for or concurred in the
unlawful dividend, stock purchase, or redemption.

      The registrant's certificate of incorporation and bylaws provide that
the registrant shall indemnify its officers and directors to the full extent
permitted by Section 145 of the Law, as amended from time to time.  Said
Section 145 authorizes a corporation, under certain conditions, to indemnify
each person who is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise (including an employee benefit
plan), against certain expenses, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative in which he was or is a party or is
threatened to be made a party by reason of being or having been such director,
officer, employee, or agent.  In addition to the indemnification authorized by
Section 145 of the Law, the registrant's bylaws provide that the registrant
shall indemnify any natural person (not including non-employee lawyers,
accountants, actuaries, investment advisers, or arbitrators acting in such
capacity) who is or was serving in a fiduciary capacity with respect to one of
the registrant's employee benefit or welfare plans or who is or was performing
any service or duty on behalf of the registrant with respect to such a plan,
against all expenses, judgments, fines, and amounts paid in settlement
incurred by such person in connection with any action or proceeding arising
out of such service or performance, to the extent such expenses and amounts
are insurable but not covered by collectible insurance or otherwise
indemnified.  Such indemnification shall not be available to any person who
participated in or knowingly failed to take appropriate action with respect to
any violation of any responsibilities or obligations imposed upon fiduciaries
by law, knowing such to be a violation of such responsibilities or
obligations.

      Insurance

      The registrant maintains directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss
(as defined) as a result of claims brought against them based upon their acts
or omissions in such capacities.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located at page II-5.

Item 9.  Undertakings.

      (a)  The undersigned registrant hereby undertakes:

            (1)  To file, during any period in which offers or sales are being
      made, a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by
            Section 10(a)(3) of the Securities Act of 1933
            ("Securities Act");

                  (ii)  To reflect in the prospectus any facts or
            events arising after the effective date of the
            registration statement (or the most recent post-
            effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the
            information set forth in the registration statement;

                  (iii)  To include any material information with
            respect to the plan of distribution not previously
            disclosed in the registration statement or any
            material change to such information in the
            registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act")
that are incorporated by reference in the registration statement.

            (2)  That, for the purpose of determining any liability under the
      Securities Act, each such post-effective amendment shall be deemed to be
      a new registration statement relating to the securities offered therein,
      and the offering of such securities at that time shall be deemed to be
      the initial bona fide offering thereof.

            (3)  To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

      (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

      (h)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.  The undertaking of the registrant in the
preceding sentence does not apply to insurance against liability arising under
the Securities Act.
<PAGE>
                                  SIGNATURES

The Registrant.

      Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Portland, state of Oregon, on the
23rd day of August, 1995.

                                                LOUISIANA-PACIFIC CORPORATION
                                                (Registrant)


                                                By  /s/ WILLIAM L. HEBERT      
             
                                                      William L. Hebert
                                                      Vice President--
                                                      Treasurer and Controller

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 23rd day of August, 1995.

                  Signature                                 Title

      (1)  Principal Executive Officer and Director


       DONALD R. KAYSER*                              Chairman and Chief
                                                      Executive Officer and
                                                      Director


      (2)  Principal Financial and Accounting Officer:


              /s/ WILLIAM L. HEBERT              Vice President--Treasurer
              William L. Hebert                        and Controller



      (3)  A majority of the Board
           of Directors:

      BONNIE GUITON HILL*                       Director
      FRANCINE I. NEFF*                         Director
      LEE C. SIMPSON*                           Director

      *By  /s/ ANTON C. KIRCHHOF, JR.              
        Anton C. Kirchhof, Jr.
          Attorney-in-fact
<PAGE>
                               INDEX TO EXHIBITS

                                                                              
                                                                              

4.1         Articles Fourth, Fifth, Seventh, Eighth, Ninth, and Tenth of the
            registrant's Restated Certificate of Incorporation, defining the
            rights of holders of Common Stock.  Incorporated by reference to
            Exhibit 3(a) to the registrant's Form 10-Q report for the second
            quarter of 1993.

4.2         Article I, Article II, Sections 2 and 11, Article IV, Article VII
            and Article X of the registrant's Bylaws, as amended, defining the
            rights of holders of Common Stock.  Incorporated by reference to
            Exhibit 3.B to the registrant's Form 10-K report for the year
            ended December 31, 1994.

4.3         Rights Agreement as Restated as of February 3, 1991, between the
            registrant and First Chicago Trust Company of New York as Rights
            Agent.  Incorporated by reference to Exhibit 4 to the registrant's
            Form 8-K report dated March 18, 1991.

4.4         Amendment No. 1, dated as of July 28, 1995, to Rights Agreement,
            restated as of February 3, 1991, between the registrant and First
            Chicago Trust Company of New York.  Incorporated by reference to
            Exhibit 4 to the registrant's Form 8-K report dated July 28, 1995.

5           Opinion of Miller, Nash, Wiener, Hager & Carlsen as to the
            legality of the securities being registered.

23.1  Consent of Arthur Andersen LLP, independent accountants.

23.2  Consent of Miller, Nash, Wiener, Hager & Carlsen (included in
      Exhibit 5).

24    Power of attorney of certain officers and directors.

                            

      Other exhibits listed in Item 601 to Regulation S-K are not applicable.

</TEXT


<PAGE>
                                                                     Exhibit 5

                                August 31, 1995


Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, Oregon  97204

          Subject:    Registration Statement on Form S-8

Gentlemen:

          Reference is made to the Registration Statement on Form S-8
("Registration Statement") to be filed by Louisiana-Pacific Corporation, a
Delaware corporation ("Company"), with the Securities and Exchange Commission
for the purpose of registering under the Securities Act of 1933 as amended
(the "Securities Act"), an aggregate of 700,000 shares of the Company's Common
Stock, $1 par value ("Shares"), to be issued under the Company's 1994 Employee
Stock Purchase Plan ("Plan"), together with related rights thereunder.

          We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, certificates of
public officials, and other documents as we have deemed necessary or relevant
as a basis for the opinion set forth herein.

          Based on the foregoing, it is our opinion that:

          1.  The Plan has been duly adopted and approved by all necessary
    corporate action.

          2.  The Shares issuable under the Plan have been duly authorized
    and reserved for issuance.

          3.  When the Shares are issued and sold by the Company as provided
    in the Plan while the Registration Statement is effective and in
    compliance with state securities laws, and when payment for the Shares to
    the extent and in the manner required by the Plan and not less than the
    par value thereof is received by the Company, the Shares will be legally
    issued, fully paid and nonassessable.

                                                                              
          We consent to the use of this opinion in the Registration Statement
and in any amendments thereof.  In giving this consent we do not thereby admit
that we are in the category of persons whose consent is required under Section
7 of the Securities Act.

                            Very truly yours,


                            MILLER, NASH, WIENER, HAGER & CARLSEN


<PAGE>
                                                                  EXHIBIT 23.1
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 1, 1995
(except as to the note entitled "Events Subsequent to March 1, 1995" as to
which the date is August 30, 1995), included in Louisiana-Pacific
Corporation's Form 10-K for the year ended December 31, 1994, as amended by
Form 10-K/A.


ARTHUR ANDERSEN LLP



Portland, Oregon
August 30, 1995




























<PAGE>
                                                                    EXHIBIT 24
                               POWER OF ATTORNEY

          Each person whose signature appears below designates and appoints
DONALD R. KAYSER, LEE C. SIMPSON, WILLIAM L. HEBERT, and ANTON C. KIRCHHOF,
JR., and each of them, his true and lawful attorneys-in-fact and agents to
sign a registration statement on Form S-8 to be filed by Louisiana-Pacific
Corporation, a Delaware corporation, with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, for the purpose of
registering 700,000 shares of common stock of Louisiana-Pacific Corporation
and rights relating thereto to be issued pursuant to the Louisiana-Pacific
Corporation 1994 Employee Stock Purchase Plan, together with any and all
amendments (including post-effective amendments) to the registration
statement.  Each person whose signature appears below also grants full power
and authority to these attorneys-in-fact and agents to take any action and
execute any instruments that they deem necessary or desirable in connection
with the preparation and filing of the registration statement, as fully as he
could do in person, hereby ratifying and confirming all that the attorneys-in-
fact and agents or their substitutes may lawfully do or cause to be done.

          IN WITNESS WHEREOF, this power of attorney has been executed by
each of the undersigned as of the 23rd day of August, 1995.

          Signature                                 Title
          ---------                                 -----

/s/ DONALD R. KAYSER        Chairman and Chief Executive
Donald R. Kayser                        Officer and Director (Principal
                                        Executive Officer)

/s/ LEE C. SIMPSON          President and Chief Operating
Lee C. Simpson                    Officer and Director


/s/ WILLIAM L. HEBERT       Vice President--Treasurer and
William L. Hebert                 Controller
                                        (Principal Financial and Accounting
                                        Officer)



--------------------- Director
Pierre S. du Pont IV


/s/ BONNIE GUITON HILL      Director
Bonnie Guiton Hill


/s/ FRANCINE I. NEFF        Director
Francine I. Neff


---------------------       Director
Charles E. Yeager




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