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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1999
REGISTRATION NO. 333-73157
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LOUISIANA-PACIFIC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 2421 93-0609074
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
</TABLE>
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111 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204
(503) 221-0800
(Principal Executive Offices)
GARY WILKERSON, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
LOUISIANA-PACIFIC CORPORATION
111 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204
TELEPHONE: (503) 221-0800
(Agent for Service)
------------------------
COPY TO:
MARK E. BETZEN, ESQ.
JONES, DAY, REAVIS & POGUE
2300 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2958
TELEPHONE: (214) 220-3939
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
------------------------------
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement will thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 9, 1999
PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
LOUISIANA-PACIFIC MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE SUCH OFFER OR SALE IS PROHIBITED.
<PAGE>
$500,000,000
LOUISIANA-PACIFIC CORPORATION
DEBT SECURITIES
------------------
Louisiana-Pacific may offer up to $500,000,000 of its debt securities from
time to time in one or more series. Louisiana-Pacific will determine the amount,
price and other terms of any offering on the basis of market conditions and
other factors existing at the time of the offering.
The terms of each offering of debt securities will be set forth in a
prospectus supplement. You should read this prospectus and the accompanying
prospectus supplement carefully before you invest.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------------
This prospectus is dated June 9, 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
ABOUT THIS PROSPECTUS................................................................. 3
WHERE YOU CAN FIND MORE INFORMATION................................................... 3
INCORPORATION OF DOCUMENTS BY REFERENCE............................................... 4
LOUISIANA-PACIFIC..................................................................... 4
USE OF PROCEEDS....................................................................... 4
RATIO OF EARNINGS TO FIXED CHARGES.................................................... 4
DESCRIPTION OF THE DEBT SECURITIES.................................................... 5
PLAN OF DISTRIBUTION.................................................................. 14
VALIDITY OF SECURITIES................................................................ 15
EXPERTS............................................................................... 15
ABOUT FORWARD-LOOKING STATEMENTS...................................................... 15
</TABLE>
2
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that Louisiana-Pacific
filed with the Securities and Exchange Commission to register the distribution
of the debt securities described in this prospectus under the Securities Act of
1933. Louisiana-Pacific may from time to time sell the debt securities in one or
more offerings up to a total dollar amount of $500,000,000 or the equivalent of
this amount in foreign currencies or foreign currency units.
This prospectus provides you with a general description of the debt
securities. Each time Louisiana-Pacific offers the debt securities,
Louisiana-Pacific will provide a prospectus supplement that will contain
specific information about the terms of that offering. The prospectus supplement
may also supplement and update other information contained in this prospectus.
You should read both this prospectus and any prospectus supplement together with
the information incorporated by reference as described below under the heading
"Incorporation of Documents by Reference."
You should rely only on the information provided in this prospectus and in
any prospectus supplement, including the information incorporated by reference.
Louisiana-Pacific has not authorized anyone to provide you with different
information. You should not assume that the information in this prospectus, or
any supplement to this prospectus, is accurate at any date other than the date
indicated on the cover page of these documents. However, Louisiana-Pacific has
an obligation to amend this prospectus to reflect any fundamental change that is
not reflected in documents filed by Louisiana-Pacific with the Commission after
the date of this prospectus that are incorporated by reference into this
prospectus.
Louisiana-Pacific is not offering the debt securities in any state where the
offer is not permitted.
WHERE YOU CAN FIND MORE INFORMATION
The registration statement, including the exhibits thereto, contains
additional information regarding Louisiana-Pacific and the debt securities. The
statements contained in this prospectus regarding the provisions of other
documents summarize the material provisions of those documents. For additional
information, you should read those documents, which are filed as exhibits to the
registration statement or otherwise filed with the Commission, carefully and in
their entirety.
In addition to the registration statement, Louisiana-Pacific files reports,
proxy statements and other documents with the Securities and Exchange Commission
under the Securities Exchange Act of 1934. You may read and copy these reports,
proxy statements and other documents at the following locations of the
Commission:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, 7 World Trade Center Citicorp Center
N.W. Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. New York, New York 10048 Suite 1400
20549 Chicago, Illinois
60661-2511
</TABLE>
You may also obtain copies of these documents by mail from the Public
Reference Section of the Commission, 450 Fifth street, N.W., Room 1024,
Washington, D.C. 2054, at prescribed rates. You may obtain information regarding
the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330.
The Commission maintains an Internet site that contains reports, proxy
statements and other documents relating to issuers, like Louisiana-Pacific, who
file electronically with the Commission. The address of that site is
http://www.sec.gov.
You may also inspect reports, proxy statements and other documents relating
to Louisiana-Pacific at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York.
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INCORPORATION OF DOCUMENTS BY REFERENCE
The documents specified below, which have been filed by Louisiana-Pacific
with the Commission, are incorporated by reference into this prospectus. The
information contained in these documents is considered to be part of this
prospectus, except that the information contained in later-dated documents will
supplement, modify or supersede, as applicable, the information contained in
earlier-dated documents.
Louisiana-Pacific incorporates by reference into this prospectus the
documents listed below and all documents filed by Louisiana-Pacific with the
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 after the date of this prospectus and prior to the time that the
offering made by this prospectus is completed.
- Louisiana-Pacific's annual report on Form 10-K for the year ended December
31, 1998;
- Louisiana-Pacific's quarterly report on Form 10-Q for the quarter ended
March 31, 1999; and
- Louisiana-Pacific's current report on Form 8-K dated March 5, 1999.
You may obtain without charge a copy of any of the documents incorporated by
reference into this prospectus, except for any exhibits to those documents that
are not expressly incorporated by reference into these documents, by writing or
telephoning Louisiana-Pacific Corporation, 111 S.W. Fifth Avenue, Portland,
Oregon 97204, Attention: Investor Relations (telephone: (503) 221-0800).
LOUISIANA-PACIFIC
Louisiana-Pacific Corporation is a major building products firm, operating
approximately 75 facilities in the United States, Canada and Ireland.
Louisiana-Pacific's principal products are oriented strand board, plywood,
lumber, engineered wood products, exterior siding, industrial panel products,
speciality products and pulp. Oriented strand board is a manufactured composite
wood product that, in many circumstances, can be used as a lower cost substitute
for plywood.
Louisiana-Pacific's principal executive offices are located at 111 S.W.
Fifth Avenue, Portland, Oregon 97204. Louisiana-Pacific's telephone number at
those offices is (503) 221-0800.
USE OF PROCEEDS
Unless otherwise specified in the accompanying prospectus supplement, the
net proceeds from the sale of the securities offered hereby will be used by
Louisiana-Pacific for general corporate purposes. These purposes may include
repayment of debt, including debt incurred in connection with Louisiana-
Pacific's recent acquisition of ABT Building Products Corporation. These
purposes may also include funding acquisitions, research and development, plant
expansions and further investments in manufacturing technology.
RATIO OF EARNINGS TO FIXED CHARGES
Louisiana-Pacific's ratio of earnings to fixed charges for each of the
periods indicated is as follows:
<TABLE>
<CAPTION>
THREE MONTHS FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
MARCH 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1997 1996 1995 1994
--------------- --------------- ------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Consolidated ratio of earnings to
fixed charges (unaudited)...... 36.3x 1.8x -- -- -- 33.8x
Consolidated deficiency of
earnings to fixed charges
(unaudited) (in millions)...... -- -- $ 150.6 $ 330.0 $ 102.0 --
</TABLE>
4
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For purposes of calculating these ratios, earnings consist of income from
continuing operations before income taxes and adjustment for minority interests
in consolidated subsidiaries plus fixed charges (excluding capitalized
interest). Fixed charges consist of interest incurred on indebtedness,
amortization of debt expense and an estimated portion of rental expense that is
representative of the interest factor under operating leases deemed to be the
equivalent of interest.
DESCRIPTION OF DEBT SECURITIES
GENERAL
The securities that may be offered by this prospectus consist of up to
$500,000,000 of debt securities of Louisiana-Pacific, which may consist of
unsecured notes, debentures or other evidences of indebtedness.
Louisiana-Pacific may issue the debt securities, in one or more series, under an
indenture, dated as of April 2, 1999, between Louisiana-Pacific and The First
National Bank of Chicago, as trustee. A copy of the Indenture is set forth as
Exhibit 4.1 to the registration statement and is incorporated into this
prospectus by reference. Except as otherwise defined in this prospectus,
capitalized terms used in this prospectus have the meanings given to them in the
indenture.
The provisions of the indenture will generally be applicable to all of the
debt securities. Selected provisions of the indenture are described in this
prospectus. Additional or different provisions that are applicable to a
particular series of debt securities will, if material, be described in a
prospectus supplement relating to the offering of debt securities of that
series. These provisions may include, among other things and to the extent
applicable, the following:
- the title of the debt securities;
- any limit on the aggregate principal amount of the debt securities;
- the persons to whom any interest on the debt securities will be payable,
if other than the registered holders thereof on the regular record date
therefor;
- the date or dates on which the principal of the debt securities will be
payable;
- the rate or rates at which the debt securities will bear interest, if any,
and the date or dates from which interest will accrue;
- the dates on which interest will be payable and the regular record dates
for interest payment dates;
- the place or places where the principal of and any premium and interest on
the debt securities will be payable;
- the period or periods, if any, within which, and the price or prices at
which, the debt securities may be redeemed, in whole or in part, at the
option of Louisiana-Pacific;
- the obligation, if any, of Louisiana-Pacific to redeem or purchase the
debt securities pursuant to sinking fund or analogous provisions and the
terms and conditions of any redemption or purchase to which the obligation
applies;
- the denominations in which the debt securities will be issuable, if other
than denominations of $1,000 and any integral multiple thereof;
- the currency or currencies or currency units, if other than currency of
the United States of America, in which payment of the principal of and any
premium or interest on the debt securities will be payable, and the terms
and conditions of any elections that may be made available with respect
thereto;
- any index or formula used to determine the amount of payments of principal
of and any premium or interest on the debt securities;
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<PAGE>
- whether the debt securities are to be issued in whole or in part in the
form of one or more global securities and, if so, the identity of the
depositary, if any, for the global securities;
- the terms and conditions, if any, pursuant to which the debt securities
are convertible into or exchangeable for common stock or other securities
of Louisiana-Pacific or any other person;
- the principal amount, or any portion of the principal amount, of the debt
securities which will be payable upon any declaration of acceleration of
the maturity of the debt securities pursuant to an event of default;
- the applicability to the debt securities of the provisions described in
"--Defeasance" below; and
- any subordination provisions applicable to the debt securities.
Louisiana-Pacific may issue debt securities at a discount from their stated
principal amount. Federal income tax considerations and other special
considerations applicable to any debt security issued with original issue
discount (an "original issue discount security") may be described in an
applicable prospectus supplement.
If the purchase price of any series of the debt securities is payable in a
foreign currency or currency unit, or if the principal of or any premium or
interest on any series of the debt securities is payable in a foreign currency
or currency units, the restrictions, elections, general tax considerations,
specific terms and other information with respect to the debt securities and the
applicable foreign currency or currency unit will be set forth in an applicable
prospectus supplement.
Unless otherwise indicated in an applicable prospectus supplement:
- the debt securities will be issued only in fully registered form (without
coupons) in denominations of $1,000 or integral multiples thereof; and
- payment of principal, premium, if any, and interest on the debt securities
will be payable, and the exchange, conversion and transfer of debt
securities will be registerable, at the office or agency of
Louisiana-Pacific maintained for those purposes and at any other office or
agency maintained for those purposes.
No service charge will be made for any registration of transfer or exchange of
the debt securities, but Louisiana-Pacific may require payment of a sum
sufficient to cover any tax or other governmental charge imposed in connection
therewith.
GLOBAL SECURITIES
The debt securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a depositary or its nominee. Unless and until it is exchanged in whole or in
part for debt securities in registered form, a global security may not be
registered for transfer or exchange except:
- by the depositary to a nominee of the depositary;
- by a nominee of the depositary to the depositary or another nominee of the
depositary;
- by the depositary or a nominee of the depositary to a successor depositary
or a nominee of the successor depository; or
- in any other circumstances described in an applicable prospectus
supplement.
The specific terms of the depositary arrangement with respect to any portion
of a series of debt securities to be represented by a global security will be
described in an applicable prospectus supplement. Louisiana-Pacific expects that
the following provisions will apply to depositary arrangements.
Unless otherwise specified in an applicable prospectus supplement, any
global security that represents debt securities will be registered in the name
of the depositary or its nominee. Upon the deposit
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of the global security with or on behalf of the depositary for the global
security, the depositary will credit, on its book-entry registration and
transfer system, the respective principal amounts of the debt securities
represented by the global security to the accounts of institutions that are
participants in the system. The accounts to be credited will be designated by
the underwriters or agents of the debt securities or, if the debt securities are
offered and sold directly by Louisiana-Pacific, by Louisiana-Pacific.
Ownership of beneficial interests in debt securities represented by a global
security will be limited to participants in the book-entry registration and
transfer system of the applicable depositary and to persons that may hold
interests through those participants. Ownership of those beneficial interests by
those participants will be shown on, and transferred through, records maintained
by the depositary for the global security or its nominee. Ownership of
beneficial interests in debt securities represented by a global security by
persons that hold through participants in the book-entry registration and
transfer system of the applicable depositary will be shown on, and transferred
through, records maintained by those participants. The laws of some
jurisdictions require that some types of purchasers of securities take physical
delivery of their securities in definitive form. These laws may impair your
ability to transfer beneficial interests in a global security.
So long as the depositary for a global security, or its nominee, is the
registered owner of the global security, the depositary or the nominee, as the
case may be, will be considered the sole owner or holder of the debt securities
represented by the global security for all purposes under the indenture. Unless
otherwise specified in an applicable prospectus supplement, owners of beneficial
interests in the global security will not be entitled to have any of the debt
securities represented by the global security registered in their names, will
not receive or be entitled to receive physical delivery of any of those debt
securities in certificated form, and will not be considered the owners or
holders of those debt securities for any purpose under the indenture.
Accordingly, each person owning a beneficial interest in debt securities
represented by a global security must rely on the procedures of the applicable
depositary and, if the person is not a participant in the book-entry
registration and transfer system of the applicable depositary, on the procedures
of the participant through which the person owns its interest, to exercise any
rights of an owner or holder of debt securities under the indenture.
Louisiana-Pacific understands that, under existing industry practices, if an
owner of a beneficial interest in debt securities represented by a global
security desires to give any notice or take any action that an owner or holder
of debt securities is entitled to give or take under the indenture:
- the applicable depositary would authorize its participants to give the
notice or take the action; and
- the participants would authorize persons owning the beneficial interests
through the participants to give the notice or take the action or would
otherwise act upon the instructions of the persons owning the beneficial
interests.
Principal of and any premium and interest on debt securities represented by
a global security will be payable in the manner described in an applicable
prospectus supplement. Payment of principal of, and any premium or interest on,
debt securities represented by a global security will be made to the applicable
depository or its nominee, as the case may be, as the registered owner or the
holder of the global security. None of Louisiana-Pacific, the trustee, any
paying agent or the registrar for debt securities represented by a global
security will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in
those debt securities or for maintaining, supervising or reviewing any records
relating to those beneficial ownership interests.
7
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COVENANTS OF LOUISIANA-PACIFIC
MAINTENANCE OF OFFICE OR AGENCY. Louisiana-Pacific will be required to
maintain an office or agency in each place of payment for each series of debt
securities for notice and demand purposes and for the purposes of presenting or
surrendering debt securities for payment, registration of transfer or exchange.
PAYING AGENTS, ETC. If Louisiana-Pacific acts as its own paying agent with
respect to any series of debt securities, on or before each due date of the
principal of or interest on any of the debt securities of that series, it will
be required to segregate and hold in trust for the benefit of the persons
entitled to payment a sum sufficient to pay the amount due and to notify the
trustee promptly of its action or failure to act. If Louisiana-Pacific has one
or more paying agents for any series of debt securities, prior to each due date
of the principal of or interest on any debt securities of that series, it will
be required to deposit with a paying agent a sum sufficient to pay the amount
due and, unless the paying agent is the trustee, to notify the trustee promptly
of its action or failure to act. All moneys paid by Louisiana-Pacific to a
paying agent for the payment of principal of or interest on any debt securities
that remain unclaimed for two years after the payment of that principal or
interest was due may be repaid to Louisiana-Pacific, and thereafter the holder
of the applicable debt securities may look only to Louisiana-Pacific for
payment.
PAYMENT OF TAXES AND OTHER CLAIMS. Louisiana-Pacific will be required to
pay and discharge, before the same become delinquent:
- all taxes, assessments, and governmental charges levied or imposed upon
Louisiana-Pacific or any subsidiary of Louisiana-Pacific or their
properties; and
- all claims that if unpaid would result in a lien on their property and
have a material adverse effect on the business, assets, financial
condition, or results of operations of Louisiana-Pacific and its
subsidiaries, taken as a whole (a "Material Adverse Effect."
unless, in either case, the same are being contested by proper proceedings.
MAINTENANCE OF PROPERTIES. Louisiana-Pacific will be required to cause all
properties used in the business of Louisiana-Pacific or any subsidiary of
Louisiana-Pacific to be maintained and kept in good condition, repair and
working order and to make any necessary renewals, replacements and improvements
to those properties, except to the extent that the failure to do so would not
have a Material Adverse Effect.
EXISTENCE. Louisiana-Pacific will be required to, and will be required to
cause its subsidiaries to, preserve and keep in full force and effect their
existence, charter rights, statutory rights and franchises, except to the extent
that the failure to do so would not have a Material Adverse Effect.
COMPLIANCE WITH LAWS. Louisiana-Pacific will be required to, and will be
required to cause its subsidiaries to, comply with all applicable laws to the
extent that the failure to do so would have a Material Adverse Effect.
RESTRICTIVE COVENANTS. Any restrictive covenants applicable to any series
of debt securities will be described in an applicable prospectus supplement.
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to debt
securities of any series:
(1) failure to pay the principal of or premium, if any, on any debt security
of that series when it becomes due and payable;
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(2) failure to pay any interest on any debt security of that series when
due, which failure continues for 30 calendar days;
(3) failure to make any sinking fund payment as and when due by the terms of
any debt security of that series;
(4) failure to perform, or breach, of any other covenant or warranty of
Louisiana-Pacific in the indenture (other than a covenant included in the
indenture solely for the benefit of a series of debt securities other
than that series), which failure or breach continues for a period of 60
calendar days after written notice thereof has been given to Louisiana-
Pacific as provided in the indenture;
(5) any nonpayment at maturity or other default (beyond any applicable grace
period) under any agreement or instrument relating to any other
Indebtedness of Louisiana-Pacific, the unpaid principal amount of which
is not less than $25 million, which default results in that Indebtedness
becoming due prior to its stated maturity or occurs at the final maturity
of that Indebtedness;
(6) the events of bankruptcy, insolvency or reorganization involving
Louisiana-Pacific specified in the indenture; and
(7) any other Event of Default provided with respect to debt securities of
that series.
Pursuant to the Trust Indenture Act, the trustee is required, within 90
calendar days after the occurrence of a default in respect of any series of debt
securities, to give to the holders of the debt securities of that series notice
of all such uncured defaults in respect of the debt securities of that series
that are known to it, except that:
- in the case of a default in the performance of any covenant of the
character contemplated in clause (4) above, no notice will be given until
at least 30 calendar days after the occurrence of the default; and
- other than in the case of a default of the character contemplated in
clause (1), (2) or (3) above, the trustee may withhold notice if and so
long as it in good faith determines that the withholding of notice is in
the interests of the holders of the debt securities of that series.
If an Event of Default described in clause (6) above) occurs, the principal
of, premium, if any, and accrued interest on the debt securities of that series
will become immediately due and payable without any declaration or other act on
the part of the trustee of any holder of the debt securities of that series. If
any other Event of Default with respect to debt securities of any series occurs
and is continuing, either the trustee or the holders of at least 25% in
principal amount of the debt securities of that series may declare the principal
amount of all debt securities of that series to be due and payable immediately.
However, at any time after a declaration of acceleration with respect to debt
securities of any series has been made, but before a judgment or decree based on
that acceleration has been obtained, the holders of a majority in principal
amount of the debt securities of that series may rescind and annul the
acceleration and its consequences if:
- Louisiana-Pacific has paid or deposited with the trustee a sum sufficient
to pay all amounts of principal of, premium, if any, and interest on the
debt securities of that series that have become due otherwise than by the
declaration of acceleration; and
- all other Events of Default have been cured or waived as described in
"--Modification and Waiver" below.
Subject to the duty of the trustee to act with the required standard of care
during an Event of Default, the trustee will have no obligation to exercise any
of its rights or powers under the indenture at the request or direction of the
holders of debt securities, unless the holders shall have offered to the trustee
reasonable security or indemnity. Subject to the provisions of the indenture,
including those
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requiring security or indemnification of the trustee, the holders of a majority
in principal amount of the debt securities of any series will have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust or power conferred on the
trustee, with respect to the debt securities of that series.
If Louisiana-Pacific defaults on the payment of any interest on the debt
securities for a period of 30 days or defaults on the payment of any principal
on the debt securities when due and payable and fails, upon demand for payment
made by the trustee, to make the required payment, the trustee may institute a
legal proceeding against Louisiana-Pacific to collect any amounts determined to
be payable.
No holder of a debt security of any series will have any right to institute
any proceedings with respect to the indenture or for any remedy thereunder
unless:
- the holder has previously given to the trustee written notice of a
continuing Event of Default;
- the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of the same series have requested the trustee
to institute proceedings in respect of the Event of Default;
- such holder or holders have offered reasonable indemnity to the trustee
with respect to the proceedings;
- the trustee has not received from the holders of a majority in principal
amount of the outstanding debt securities of the same series a direction
inconsistent with the request to institute the proceedings; and
- the trustee has failed to institute the proceedings within 60 calendar
days.
However, the limitations described above do not apply to a suit instituted by a
holder of a debt security for enforcement of payment of the principal of and
interest on the debt security on or after the applicable due dates for that
principal and interest.
Louisiana-Pacific is required to furnish to the trustee annually a statement
as to the performance by Louisiana- Pacific of its obligations under the
indenture and as to any default in the performance of those obligations.
Any additional Events of Default with respect to any series of debt
securities, and any variations from the foregoing Events of Default applicable
to any series of debt securities, will be described in an applicable prospectus
supplement.
MODIFICATION AND WAIVER
In general, Louisiana-Pacific and the trustee may modify and amend the
indenture with the consent of the holders of a majority in principal amount of
the debt securities of each series affected by the modification or amendment.
However, no modification or amendment of the indenture may, without the consent
of the holder of each debt security affected:
- change the stated maturity of, or any installment of principal of, or
interest on, any debt security;
- reduce the principal amount of, the rate of interest on, or the premium,
if any, payable upon the redemption of, any debt security;
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- reduce the amount of principal of an original issue discount security
payable upon acceleration of the maturity thereof;
- change the place or currency of payment of principal of, or premium, if
any, or interest on any debt security;
- impair the right to institute suit for the enforcement of any payment on
or with respect to any debt security on or after the stated maturity or
prepayment date thereof; or
- reduce the percentage in principal amount of debt securities of any series
required for modification or amendment of the indenture or for waiver of
compliance or defaults.
The holders of a majority in principal amount of the debt securities of any
series may, on behalf of the holders of all debt securities of that series,
waive compliance by Louisiana-Pacific with the following covenants:
- the covenants described above in "Covenants of Louisiana-Pacific" under
the captions "Payment of Taxes and Other Claims," "Maintenance of
Properties," "Existence" and "Compliance with Laws"; and
- such covenants of any supplemental indenture as may be specified in the
supplemental indenture.
The holders of a majority in principal amount of the debt securities of any
series may, on behalf of the holders of all debt securities of that series,
waive any past default under the indenture with respect to that series, except:
- a default in the payment of the principal of, or premium, if any, or
interest on, any debt security of that series; or
- a default in respect of a provision of the indenture that cannot be
modified or amended without the consent of the holder of each debt
security of that series.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Unless otherwise specified in a prospectus supplement applicable to a
particular series of debt securities, Louisiana-Pacific may, at any time, elect
to:
- discharge the entire indebtedness represented by the debt securities of
that series and be deemed to have satisfied all of its other obligations
with respect to the debt securities of that series except to the limited
extent described below ("legal defeasance"); or
- be released from its obligations to comply, with respect to the debt
securities of that series, with: the covenants described above in
"Covenants of Louisiana-Pacific" under the captions "Payment of Taxes and
Other Claims," "Maintenance of Properties," "Existence" and "Compliance
with Laws"; the restrictions described below in "Limitations on Merger and
Other Transactions"; and such provisions of the applicable supplemental
indenture as may be specified in the supplemental indenture ("covenant
defeasance").
Following any legal defeasance, holders of debt securities of the defeased
series will have the right to receive, solely from the trust fund described
below, payments of principal of, premium, if any, and interest on those debt
securities when those payments are due. In addition, Louisiana-Pacific will
continue to have some limited obligations under the indenture, including
obligations to:
- register the transfer or exchange of debt securities of the defeased
series;
- replace destroyed, stolen, lost or mutilated debt securities of the
defeased series;
- maintain an office or agency in respect of the debt securities of the
defeased series; and
- hold funds for payment to holders of debt securities of the defeased
series in trust.
Following any covenant defeasance, the occurrence of an event described in
any of clauses (3), (4), (5) and (7) under "--Events of Default" above will no
longer be an Event of Default with respect to the debt securities of the
defeased series, except that any failure by Louisiana-Pacific to comply with its
UNDEFEASED covenants may constitute an Event of Default as described in clause
(4) under "--Events of
11
<PAGE>
Default" above. If the debt securities of the defeased series become due and
payable because of the occurrence of any undefeased Event of Default, the amount
of money and government obligations in the trust fund described below may be
insufficient to pay the amounts then due. However, Louisiana-Pacific will
continue to be obligated to cause those amounts to be paid.
In order to effect either legal defeasance or covenant defeasance,
Louisiana-Pacific must irrevocably deposit with the trustee, in trust, money or
government obligations (or depositary receipts for government obligations) that
through the payment of principal and interest in accordance with their terms
will provide money in an amount sufficient to pay all of the principal of and
premium, if any, and interest on the debt securities of the defeased series on
the dates the payments are due in accordance with the terms of the debt
securities. In addition:
- no Event of Default or event which with the giving of notice or lapse or
time, or both, would become an Event of Default under the indenture shall
have occurred and be continuing on the date of the deposit described
above;
- no Event of Default described in clause (6) under "--Events of Default"
above or event that with the giving of notice or lapse of time, or both,
would become an Event of Default described in that clause (6) shall have
occurred and be continuing at any time on or prior to the 90th calendar
day following the date of the deposit described above;
- with respect to any legal defeasance, Louisiana-Pacific shall have
delivered an opinion of counsel, stating that (1) Louisiana-Pacific has
received from, or there has been published by, the IRS a ruling or (2)
there has been a change in applicable federal law, in either case to the
effect that, among other things, the holders of the debt securities of the
defeased series will not recognize gain or loss for United States federal
income tax purposes as a result of the defeasance and will be subject to
United States federal income tax in the same manner as if the defeasance
had not occurred; and
- with respect to any covenant defeasance Louisiana-Pacific shall have
delivered an opinion of counsel to the effect that, among other things,
the holders of the debt securities of the defeased series will not
recognize gain or loss for United States federal income tax purposes as a
result of the defeasance and will be subject to United States federal
income tax in the same manner as if the defeasance had not occurred.
SATISFACTION AND DISCHARGE
Louisiana-Pacific, at its option, may satisfy and discharge the indenture
when:
- either:
(1) all debt securities previously authenticated and delivered under the
indenture (subject to exceptions relating to debt securities that
have otherwise been satisfied or provided for) have been delivered to
the trustee for cancellation: or
(2) all debt securities not previously delivered to the trustee for
cancellation have become due and payable, will become due and payable
at their stated maturity within one year, or are to be called for
redemption within one year under arrangements satisfactory to the
trustee for the giving of notice of redemption by the trustee, and
Louisiana-Pacific has deposited or caused to be deposited with the
trustee as trust funds for that purpose an amount sufficient to pay
and discharge the entire indebtedness on those debt securities, for
principal and any premium and interest to the date of the deposit (in
the case of debt securities which have become due and payable) or to
the stated maturity or redemption date, as the case may be;
- Louisiana-Pacific has paid or caused to be paid all other sums payable
under the indenture by Louisiana- Pacific; and
12
<PAGE>
- Louisiana-Pacific has delivered to the trustee an officer's certificate
and an opinion of counsel, each to the effect that all conditions
precedent relating to the satisfaction and discharge of the indenture have
been satisfied.
Following any satisfaction and discharge of the indenture, Louisiana-Pacific and
the trustee will continue to have obligations relating to the registration of
transfers and exchanges of debt securities and to the application of funds held
in trust, in each case to the extent provided in the indenture.
LIMITATIONS ON MERGER AND OTHER TRANSACTIONS
Prior to the satisfaction and discharge of the indenture, Louisiana-Pacific
may not consolidate with or merge with or into any other person, or transfer all
or substantially all of its properties and assets to another person unless:
- either:
(1) Louisiana-Pacific is the continuing or surviving person in the
consolidation or merger: or
(2) the person (if other than Louisiana-Pacific) formed by the
consolidation or into which Louisiana-Pacific is merged or to which
all or substantially all of the properties and assets of
Louisiana-Pacific are transferred is a corporation organized and
validly existing under the laws of the United States, any state
thereof, or the District of Columbia, and expressly assumes, by a
supplemental indenture, all the obligations of Louisiana-Pacific
under the debt securities and the indenture;
- immediately after the transaction and the incurrence or anticipated
incurrence of any indebtedness to be incurred in connection therewith, no
Event of Default exists; and
- an officer's certificate is delivered to the trustee to the effect that
both of the conditions set forth above have been satisfied and an opinion
of counsel had been delivered to the trustee to the effect that the first
condition set forth above has been satisfied.
The continuing, surviving or successor person will succeed to and be
substituted for Louisiana-Pacific with the same effect as if it had been named
in the indenture as a party thereto, and thereafter the predecessor person will
be relieved of all obligations and covenants under the indenture and the debt
securities.
GOVERNING LAW
The indentures and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York.
REGARDING THE TRUSTEE
The indenture contains limitations on the right of the trustee, should it
become a creditor of Louisiana- Pacific within three months of, or subsequent
to, a payment default by Louisiana-Pacific with respect to any series of debt
securities, to obtain payment of amounts owed to it by Louisiana-Pacific unless
and until the default is cured. However, the trustee's rights as a creditor of
Louisiana-Pacific will not be limited if the creditor relationship arises from,
among other things:
- the ownership or acquisition of securities issued under any indenture or
having a maturity of one year or more at the time of acquisition by the
trustee;
- advances authorized by a receivership or bankruptcy court of competent
jurisdiction or by the indenture for the purpose of preserving property
subject to the lien of the indenture or discharging prior liens or
encumbrances on the trust estate;
- disbursements made in the ordinary course of business in its capacity as
indenture trustee, transfer agent, registrar, custodian or paying agent or
in any other similar capacity;
- indebtedness created as a result of goods or securities sold in a cash
transaction or services rendered or premises rented; or
13
<PAGE>
- the acquisition, ownership, acceptance, or negotiation of drafts, bills of
exchange, acceptances or other obligations that are considered to be
self-liquidating paper.
The indenture does not prohibit the trustee from serving as trustee under
any other indenture to which Louisiana- Pacific may be a party from time to time
or from engaging in other transactions with Louisiana-Pacific. If the trustee
acquires any conflicting interest within the meaning of the Trust Indenture Act
of 1939 and there is an Event of Default with respect to any series of debt
securities, it must eliminate the conflict or resign.
PLAN OF DISTRIBUTION
Louisiana-Pacific may sell the debt securities through underwriters, through
agents or directly to one or more purchasers. The prospectus supplement with
respect to each series of debt securities will set forth the terms of the
offering of the debt securities of that series, including the name or names of
any underwriters, the sale price and the proceeds to Louisiana-Pacific, any
underwriting discounts and other items constituting underwriters' compensation,
any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers and any securities exchanges on which the debt
securities of that series may be listed.
If underwriters are used in the sale, the debt securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The debt
securities may be either offered to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate.
Unless otherwise set forth in the prospectus supplement, the obligations of the
underwriters to purchase debt securities will be subject to various conditions
precedent and the underwriters will be obligated to purchase all of the debt
securities of a series if any are purchased. Any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
Debt securities may be sold directly by Louisiana-Pacific or through agents
designated by Louisiana-Pacific from time to time. Any agent involved in the
offer or sale of the debt securities in respect of which this prospectus is
delivered will be named in, and any commissions payable by Louisiana-Pacific to
that agent will be set forth in, an applicable prospectus supplement. Unless
otherwise indicated in the prospectus supplement, any such agent will be acting
on a best efforts basis for the period of its appointment.
Louisiana-Pacific may authorize agents or underwriters to solicit offers to
purchase debt securities from Louisiana-Pacific at the public offering price set
forth in the applicable prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
The contracts will be subject only to those conditions set forth in the
prospectus supplement and the prospectus supplement will set forth the
commissions payable for solicitations of the contracts.
Agents and underwriters may be entitled under agreements entered into with
Louisiana-Pacific to indemnification by Louisiana-Pacific against civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribution with respect to payments which the agents or underwriters may be
required to make in respect thereof, insofar as the liabilities are based upon
misstatements in or omissions from the registration statement, this prospectus
or any prospectus supplement. Agents and underwriters may be customers of,
engage in transactions with, or perform services for, Louisiana-Pacific in the
ordinary course of business.
Each series of debt securities will be a new issue of securities with no
established trading market. Any underwriters to whom debt securities are sold by
Louisiana-Pacific for public offering and sale may make a market in those debt
securities, but the underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. Louisiana-Pacific
cannot give any assurance as to the liquidity of the trading market for any debt
securities.
14
<PAGE>
VALIDITY OF SECURITIES
Unless otherwise indicated in an applicable prospectus supplement relating
to the debt securities, the validity of the debt securities offered hereby will
be passed upon for Louisiana-Pacific by Jones, Day, Reavis & Pogue, Dallas,
Texas. Patrick F. McCartan, the managing partner of Jones, Day, Reavis & Pogue,
is currently a director of Louisiana-Pacific.
EXPERTS
The financial statements of Louisiana-Pacific at and for the two-year period
ended December 31, 1998, incorporated in this prospectus by reference from
Louisiana-Pacific's annual report on Form 10-K for the year ended December 31,
1998, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated in this prospectus by reference,
and have been so incorporated in reliance upon the report of that firm given
upon their authority as experts in accounting and auditing.
The financial statements of Louisiana-Pacific at and for the year ended
December 31, 1996, incorporated in this prospectus by reference from
Louisiana-Pacific's annual report on Form 10-K for the year ended December 31,
1998, have been audited by Arthur Andersen LLP, independent auditors, as stated
in their report, which is incorporated in this prospectus by reference, and have
been so incorporated in reliance upon the report of that firm given upon their
authority as experts in accounting and auditing.
ABOUT FORWARD-LOOKING STATEMENTS
Section 27A of the Securities Act and Section 21E of the Exchange Act
provide a "safe harbor" for forward-looking statements to encourage companies to
provide prospective information about their businesses and other matters as long
as those statements are identified as forward-looking and are accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those discussed in the statements. This
prospectus contains and incorporates by reference, and each prospectus
supplement may contain, forward-looking statements. These statements are or will
be based upon the beliefs and assumptions of, and on information available to,
the management of Louisiana-Pacific.
The following statements are or may constitute forward-looking statements:
(1) statements preceded by, followed by or that include the words "may," "will,"
"could," "should," "believe," "expect," "anticipate," "intend," "plan,"
"estimate," "potential," "continue" or "future" or the negative or other
variations thereof and (2) other statements regarding matters that are not
historical facts. These forward-looking statements are subject to various risks
and uncertainties, including the following:
- risks and uncertainties relating to the possible invalidity of the
underlying beliefs and assumptions;
- possible changes or developments in social, economic, business, industry,
market, legal and regulatory circumstances and conditions; and
- actions taken or omitted to be taken by third parties, including
customers, suppliers, business partners, competitors and legislative,
regulatory, judicial and other governmental authorities and officials.
In addition to the foregoing and any risks and uncertainties specifically
identified in the text surrounding forward-looking statements, any statements in
the reports, proxy statements and other documents referred to in "Where You Can
Find More Information" that warn of risks or uncertainties associated with
future results, events or circumstances identify important factors that could
cause actual results, events and circumstances to differ materially from those
reflected in the forward-looking statements.
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting discounts and commissions
(which will be described in an applicable prospectus supplement), are estimated
as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............... $ 139,000
Legal fees and expenses........................................... 150,000
Accounting fees and expenses...................................... 50,000
Printing and engraving expenses................................... 100,000
Trustee's fees and expenses....................................... 20,000
Miscellaneous expenses(1)......................................... 256,000
---------
Total....................................................... $ 715,000
---------
---------
</TABLE>
(1) Includes estimate of blue sky fees and expenses, NASD filing fees, and
rating agency fees.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The restated certificate of incorporation of Louisiana-Pacific (the
"Certificate of Incorporation") generally provides that the directors of
Louisiana-Pacific will have no personal liability to Louisiana-Pacific or its
stockholders for monetary damages resulting from breaches of their fiduciary
duties. However, Louisiana-Pacific's directors nonetheless remain liable for
breaches of their duty of loyalty to Louisiana-Pacific and its stockholders, as
well as for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law and transactions from which a director
derives improper personal benefit. In addition, the Certificate of Incorporation
does not absolve directors of liability under Section 174 of the Delaware
General Corporation Law, which makes directors personally liable for unlawful
dividends or unlawful stock repurchases or redemptions in certain circumstances
and expressly sets forth a negligence standard with respect to such liability.
The Certificate of Incorporation and the bylaws of Louisiana-Pacific (the
"Bylaws") provide for the indemnification of the directors and officers of
Louisiana-Pacific to the full extent that may be permitted by Section 145 of the
Delaware General Corporation Law from time to time, and the Bylaws provide for
various procedures relating thereto. Under Section 145 of the Delaware General
Corporation Law, directors, officers, employees and other individuals may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action") if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of conduct is applicable in the case of a
derivative action, but indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action and Delaware law requires court approval before there can be any
indemnification of expenses where the person seeking indemnification has been
found liable to the corporation.
Louisiana-Pacific maintains insurance policies under which the insurer is
required, subject to the terms and conditions specified in such policies, to
indemnify any director or officer of Louisiana-Pacific against liabilities and
expenses, including without limitation attorneys' fees, judgments, fines and
amounts paid in settlement, incurred by such director or officer in his or her
capacity as such upon a determination that such director or officer acted in
good faith. The premiums for such insurance policies are paid by
Louisiana-Pacific.
II-1
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
1.1 Underwriting Agreement (to be filed, as applicable to a particular offering of debt
securities, as an exhibit to a Current Report on Form 8-K and incorporated herein by
reference thereto)
4.1 Indenture*
5.1 Opinion of Jones, Day, Reavis & Pogue*
12.1 Statement re: Computation of Ratios
23.1 Consent of Deloitte & Touche LLP**
23.2 Consent of Arthur Andersen LLP**
23.3 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
24.1 Powers of Attorney*
25.1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 on
Form T-1 of The First National Bank of Chicago to act as trustee under the
indenture*
</TABLE>
- ------------------------
* Filed previously.
** To be filed by amendment.
ITEM 17. UNDERTAKINGS
The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of this 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
this registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (a) and (b)
above shall 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 Section 15(d) of the
Securities Exchange Act that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment will be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time will be deemed to be the
initial bona fide offering thereof.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities registered hereby which remain unsold at the
termination of the offering.
(4) 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 Section 15(d) of the Securities Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act) that is incorporated by reference in this
registration statement will be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time will be deemed to be the initial bona fide offering
thereof.
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 foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the 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 counsel for the
registrant 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.
II-3
<PAGE>
SIGNATURES
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, Oregon on June 9, 1999.
LOUISIANA-PACIFIC CORPORATION
By /s/ GARY C. WILKERSON
-----------------------------------------
Gary C. Wilkerson
VICE PRESIDENT AND GENERAL COUNSEL
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on June 9, 1999.
SIGNATURE TITLE
- ------------------------------ ---------------------------
Chairman and Chief
* Executive Officer
- ------------------------------ (principal executive
Mark A. Suwyn officer) and Director
Vice President, Finance and
* Treasurer (principal
- ------------------------------ financial officer and
Curtis M. Stevens principal accounting
officer)
* Director
- ------------------------------
John W. Barter
* Director
- ------------------------------
William C. Brooks
* Director
- ------------------------------
Archie W. Dunham
* Director
- ------------------------------
Paul Hansen
* Director
- ------------------------------
Donald R. Kayser
* Director
- ------------------------------
Patrick F. McCartan
* Director
- ------------------------------
Lee C. Simpson
The undersigned, by signing his name hereto, does sign and execute this
registration statement pursuant to the Powers of Attorney executed by the
above-named persons and filed as Exhibit 24.1 to this registration statement.
/s/ Gary C. Wilkerson
------------------------------------------------------------
Gary C. Wilkerson
Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
1.1 Underwriting Agreement (to be filed, as applicable to a particular offering of debt securities, as an
exhibit to a Current Report on Form 8-K and incorporated herein by reference thereto)
4.1 Indenture*
5.1 Opinion of Jones, Day, Reavis & Pogue*
12.1 Statement re: Computation of Ratios
23.1 Consent of Deloitte & Touche LLP**
23.2 Consent of Arthur Andersen LLP**
23.3 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
24.1 Powers of Attorney*
25.1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 on Form T-1 of The
First National Bank of Chicago to act as trustee under the indenture*
</TABLE>
- ------------------------
* Filed previously.
** To be filed by amendment.
II-5
<PAGE>
Exhibit 12.1
LOUISIANA-PACIFIC CORPORATION
RATIO OF EARNINGS/LOSSES TO FIXED CHARGES
<TABLE>
<CAPTION>
QUARTER YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
3/31/99 12/31/98 12/31/97 12/31/96 12/31/95 12/31/94 12/31/93
------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS:
Income (loss) before taxes and minority interest $ 27.2 $ 14.0 $(150.0) $(326.8) $ (94.8) $ 559.6 $ 427.6
Add: Amortization of capitalized interest 1.1 4.3 4.2 3.9 3.7 4.0 3.7
Fixed charges, as detailed below 0.8 21.6 41.5 27.0 19.8 17.0 20.2
Less: Interest capitalized (0.1) (1.6) (4.8) (7.1) (10.9) (5.5) (3.5)
------ ------ ------- ------- ------- ------- -------
Adjusted income (loss) $ 29.0 $ 38.3 $(109.1) $(303.0) $ (82.2) $ 575.1 $ 448.0
====== ====== ======= ======= ======= ======= =======
FIXED CHARGES:
Interest expense, net of fixed interest income $ (0.8) $ 12.8 $ 30.9 $ 14.2 $ 5.3 $ 9.0 $ 12.8
Interest capitalized 0.1 1.6 4.8 7.1 10.9 5.5 5.0
Capitalized expenses related to indebtedness - 1.3 - - - - -
Portion of rents representative of the interest factor 1.5 5.9 5.8 5.7 3.6 2.5 2.4
------ ------ ------- ------- ------- ------- -------
$ 0.8 $ 21.6 $ 41.5 $ 27.0 $ 19.8 $ 17.0 $ 20.2
====== ====== ======= ======= ======= ======= =======
RATIO OF EARNINGS TO FIXED CHARGES 36.3x 1.8x - - - 33.8x 22.2x
DEFICIENCY OF EARNINGS TO FIXED CHARGES - $ 150.6 $ 330.0 $ 102.0 - -
</TABLE>
