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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
FEBRUARY 23, 1999
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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LOUISIANA-PACIFIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 1-7107 93-0609074
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NUMBER)
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111 S.W. FIFTH AVENUE, PORTLAND, OREGON 97204
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(503) 221-0800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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Item 2. Acquisition or Disposition of Assets.
On February 23, 1999, Striper Acquisition, Inc. ("Purchaser"), a wholly
owned subsidiary of Louisiana-Pacific Corporation ("Louisiana-Pacific"),
completed a tender offer (the "Offer") for all outstanding shares of common
stock ("Shares") of ABT Building Products Corporation ("ABT"), at $15.00 per
Share in cash (the "Offer Consideration"). Purchaser acquired approximately
98.6% of the outstanding Shares in the Offer.
On February 25, 1999, Purchaser merged with and into ABT (the
"Merger"). At the effective time of the Merger, (i) each previously outstanding
Share, other than Shares owned by Louisiana-Pacific or ABT or any subsidiary of
Louisiana-Pacific or ABT, was converted into the right to receive $15.00 in cash
(the "Merger Consideration"), subject to the right of holders of Shares to seek
an appraisal of the fair value of their Shares pursuant to Section 262 of the
Delaware General Corporation Law, (ii) all Shares owned by Louisiana-Pacific or
ABT or any subsidiary of Louisiana-Pacific or ABT were canceled, and (iii) ABT
became a wholly owned subsidiary of Louisiana-Pacific.
The Offer and the Merger were effected pursuant to an Agreement and
Plan of Merger, dated as of January 19, 1999, among Louisiana-Pacific, Purchaser
and ABT (the "Merger Agreement"). Concurrently with the execution and delivery
of the Merger Agreement, Louisiana-Pacific and certain stockholders of ABT (who
in the aggregate owned approximately 46.4% of the outstanding Shares) entered
into a Stockholder Agreement pursuant to which, among other things, such
stockholders agreed to tender their Shares into the Offer. The Merger Agreement
and the Stockholder Agreement are filed as Exhibits 2.1 and 2.2, respectively,
to this report.
The Offer Consideration and the Merger Consideration were determined
through arm's-length negotiations between representatives of Louisiana-Pacific
and representatives of ABT. The total amount payable in respect of the Shares
purchased in the Offer and converted in the Merger is approximately $160.1
million. Funding of such amount, together with other amounts payable in
connection with the Offer and the Merger (including approximately $48.4 million
payable in respect of certain indebtedness of ABT and approximately $12.7
million payable in connection with the cancellation of certain options to
purchase Shares), was provided from Louisiana-Pacific's and ABT's available
cash, together with borrowings under a credit agreement among Louisiana-Pacific,
Bank of America National Trust and Savings Association and certain other
financial institutions.
ABT manufactures exterior hardboard and vinyl siding and accessories
and specialty building products. ABT's tangible assets include land, buildings
and improvements, machinery and equipment and furniture and fixtures.
Louisiana-Pacific presently intends, in general, to continue using such assets
in the conduct of ABT's business.
Item 5. Other Events.
Louisiana-Pacific's 1999 Annual Meeting of Stockholders will be held on
Monday, May 10, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) and (b) Not applicable.
(c) The following exhibits are filed herewith:
2.1 Agreement and Plan of Merger, dated as of January 19, 1999, by and
among ABT, Louisiana-Pacific and Purchaser (incorporated herein by
reference to Exhibit (c)(1) of the Schedule 14D-1 filed by
Louisiana-Pacific on January 25, 1999).
2.2 Stockholder Agreement, dated as of January 19, 1999, by and among
Louisiana-Pacific, Purchaser, Kohlberg Associates, LP, KABT Acquisition
Company, LP, and George T. Brophy (incorporated herein by reference to
Exhibit (c)(2) of the Schedule 14D-1 filed by Louisiana-Pacific on
January 25, 1999).
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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 hereunto duly authorized.
LOUISIANA-PACIFIC CORPORATION
By: /s/ Gary C. Wilkerson
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Gary C. Wilkerson
Vice President and General Counsel
Date: March 5, 1999
