LOUISIANA PACIFIC CORP
S-8, 1999-09-24
SAWMILLS & PLANTING MILLS, GENERAL
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                                                    REGISTRATION NO. 333-
================================================================================

                       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 SALARIED 401(k) AND PROFIT SHARING PLAN
             LOUISIANA-PACIFIC HOURLY 401(k) AND PROFIT SHARING PLAN
                            (FULL TITLE OF THE PLANS)

                             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)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
 ===========================================================================================
       TITLE OF         AMOUNT TO BE   PROPOSED MAXIMUM  PROPOSED MAXIMUM     AMOUNT OF
   SECURITIES TO BE      REGISTERED     OFFERING PRICE       AGGREGATE     REGISTRATION FEE
      REGISTERED                           PER SHARE      OFFERING PRICE
 ===========================================================================================
<S>                    <C>                    <C>          <C>                  <C>
     Common Stock,
   par value $1 per    300,000 shares         (3)          $5,307,000(3)        $1,476
       share(1)(2)
 ===========================================================================================

 (1)Each share of Common Stock being registered hereunder includes one Preferred
   Share  Purchase  Right  exercisable  on the  terms and  conditions  specified
   therein.  Prior to the  occurrence of certain  events,  the  Preferred  Share
   Purchase Rights will not be evidenced separately from the Common Stock; value
   attributable to such Rights,  if any,is  reflected in the market price of the
   Common Stock.

 (2)In addition,  pursuant to Rule 416 under the Securities  Act of 1933,  this
   registration statement also covers an indeterminate amount of interests to be
   offered or sold pursuant to the employee benefit plans referenced  herein, as
   well as such  indefinite  additional  number of shares as may be issued  with
   respect to the plans as a result of stock dividends and splits.

 (3)Pursuant to Rule 457(h),  the proposed maximum aggregate offering price and
   the  registration fee have been computed based on the average of the high and
   low per share sales prices, $17.69,  reported for the Common Stock on the New
   York Stock Exchange Composite Transactions on September 17, 1999.

 ==========================================================================================
</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, 1998.

            (b) The registrant's Quarterly Reports on Form 10-Q for the quarters
            ended March 31, 1999, and June 30, 1999.

            (c) The  registrant's  Current  Report on Form 8-K filed on March 5,
            1999 to report that Striper Acquisition,  Inc. ("Striper"), a wholly
            owned  subsidiary  of the  registrant,  merged  with  and  into  ABT
            Building Products  Corporation  ("ABT") pursuant to an Agreement and
            Plan of Merger  dated as of January 19,  1999 among the  registrant,
            Striper, and ABT.

            (d) The registrant's  Current Report on Form 8-K filed on August 18,
            1999 to report that the  registrant  had entered into an amended and
            restated  agreement  with Le Groupe  Forex,  Inc., a Quebec  company
            ("Forex"),  providing  for a  tender  offer by the  registrant  or a
            wholly owned subsidiary of the registrant for all outstanding shares
            of Forex.

            (e) The  description  of the  registrant's  Common Stock included as
            Exhibit  99.1 to the  registrant's  Report on Form 8-K filed May 26,
            1998.

            (f) The description of preferred share purchase rights  contained in
            the  registrant's  Registration  Statement on Form 8-A filed May 26,
            1998.

      All documents  filed by the registrant or by the plans  referenced  herein
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

      The registrant's  certificate of incorporation generally provides that its
directors will have no personal  liability to the registrant or its stockholders
for monetary damages resulting from breaches of their fiduciary duties. However,
the directors

                                     -II-1-
<PAGE>

nonetheless  remain  liable  for  breaches  of  their  duty  of  loyalty  to the
registrant  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.

      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  in certain  circumstances  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-6.

      Pursuant to Item 8(b) of Form S-8, the registrant  undertakes that it will
submit the plans, as amended,  referenced herein to the Internal Revenue Service
(the "IRS") in a timely manner and will make all changes  required by the IRS in
order to qualify such plans under Section 401 of the Internal Revenue Code.

                                     -II-2-
<PAGE>

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 that 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.

                                     -II-3-
<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
September, 1999.

                                  LOUISIANA-PACIFIC CORPORATION

                                  (Registrant)

                                  By /s/ Curtis M. Stevens
                                     Curtis M. Stevens
                                     Vice  President,  Treasurer and Chief
                                     Financial Officer

      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 September, 1999.

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

      (1)  Principal Executive Officer and Director

       MARK A. SUWYN*             Chairman of the Board, Chief Executive
                                  Officer and Director

      (2)  Principal Financial and Accounting Officer:

      /s/ Curtis M. Stevens       Vice President, Treasurer and Chief
        Curtis M. Stevens         Financial Officer



      (3)    A majority of the Board of Directors:

      JOHN W. BARTER*             Director
      WILLIAM C. BROOKS*          Director
      ARCHIE W. DUNHAM*           Director
      PAUL W. HANSEN*             Director
      PATRICK F. McCARTAN*        Director
      LEE C. SIMPSON*             Director

      *By /s/ Curtis M. Stevens
            Curtis M. Stevens
            Attorney-in-fact

                                     -II-4-
<PAGE>


The Plans.

      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
Louisiana-Pacific   Salaried   401(k)   and   Profit   Sharing   Plan   and  the
Louisiana-Pacific  Hourly  401(k) and Profit  Sharing Plan have duly caused this
registration  statement  to be  signed  on  their  behalf  by  the  undersigned,
thereunto duly authorized, in the city of Portland, state of Oregon, on the 23rd
day of September, 1999.

                                  LOUISIANA-PACIFIC SALARIED 401(k) AND
                                  PROFIT SHARING PLAN

                                  By /s/ Michael J. Tull
                                      Michael J. Tull
                                      Chairman of Administrative Committee

                                  LOUISIANA-PACIFIC HOURLY 401(k) AND
                                  PROFIT SHARING PLAN

                                  By /s/ Michael J. Tull
                                      Michael J. Tull
                                      Chairman of Administrative Committee

                                     -II-5-
<PAGE>

                                INDEX TO EXHIBITS

4.1   The registrant's  Restated  Certificate of Incorporation.  Incorporated by
      reference  to Exhibit  3(a) to the  registrant's  Form 10-Q report for the
      quarter ended June 30, 1993.

4.2   The registrant's Bylaws as amended effective September 1, 1999.

4.3   Rights  Agreement,  dated as of May 26, 1998,  between the  registrant and
      First Chicago  Trust  Company of New York, as Rights Agent,  including the
      form of Right  Certificate  as  Exhibit  A and the  Summary  of  Rights to
      Purchase  Preferred  Shares as Exhibit B.  Incorporated  by  reference  to
      Exhibit 1 to the registrant's Registration Statement on Form 8-A filed May
      26, 1998.

23.1  Consent of Deloitte & Touche LLP.

23.2  Consent of Arthur Andersen LLP.

24    Power of attorney of certain officers and directors.


- ------------------

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

                                     -II-6-

                             LOUISIANA-PACIFIC CORPORATION

                                    Index to Bylaws
                                    ---------------

<TABLE>
<S>                                                                                  <C>
ARTICLE I.        STOCKHOLDERS'  MEETINGS.............................................1

        Section 1.        Annual Meeting..............................................1
        Section 2.        Special Meetings............................................1
        Section 3.        Place of Meetings...........................................1
        Section 4.        Notice of Meeting...........................................1
        Section 5.        Quorum......................................................1
        Section 6.        Organization................................................2
        Section 7.        Conduct of Business.........................................2
        Section 8.        Voting......................................................2
        Section 9.        Proxies.....................................................3
        Section 10.       List of Stockholders........................................3
        Section 11.       Inspectors..................................................3
        Section 12.       Denial of Action by Consent of Stockholders.................3
        Section 13.       Nominations for Director....................................4
        Section 14.       Notice of Stockholder Business..............................4

ARTICLE II.       BOARD OF DIRECTORS..................................................5

        Section 1.        General Powers..............................................5
        Section 2.        Number, Classification, Election and Qualification..........5
        Section 3.        Place of Meetings...........................................5
        Section 4.        Regular Meetings............................................5
        Section 5.        Special Meetings............................................6
        Section 6.        Notice......................................................6
        Section 7.        Quorum and Manner of Acting.................................6
        Section 8.        Organization................................................6
        Section 9.        Resignations................................................6
        Section 10.       Vacancies and Newly Created Directorships...................7
        Section 11.       Removal of Directors........................................7
        Section 12.       Compensation................................................7
        Section 13.       Board and Committee Action Without Meeting..................7
        Section 14.       Board and Committee Telephonic Meetings.....................7
        Section 15.       Mandatory Retirement Age....................................7

ARTICLE III.      EXECUTIVE AND OTHER COMMITTEES......................................8

        Section 1.        Executive and Other Committees..............................8
        Section 2.        General.....................................................8


                                           i                                     9/1/99
<PAGE>


ARTICLE IV.       EXCEPTIONS TO NOTICE REQUIREMENTS...................................9

        Section 1.        Waiver of Notice............................................9
        Section 2.        Unlawful Notice.............................................9

ARTICLE V.        OFFICERS............................................................9

        Section 1.        Number, Election and Qualification..........................9
        Section 2.        Resignations................................................9
        Section 3.        Removal....................................................10
        Section 4.        Vacancies..................................................10
        Section 5.        Chairman...................................................10
        Section 6.        President..................................................10
        Section 7.        Vice Presidents............................................10
        Section 8.        Secretary..................................................10
        Section 9.        Treasurer..................................................11
        Section 10.       Additional Powers and Duties...............................11
        Section 11.       Compensation...............................................11

ARTICLE VI        INDEMNIFICATION....................................................11

        Section 1.        General....................................................11
        Section 2.        Employee Benefit or Welfare Plan Fiduciary Liability.......12
        Section 3.        Persons Not to be Indemnified Under Section 2..............12
        Section 4.        Advances of Expenses.......................................12
        Section 5.        Mandatory Indemnification in Certain Circumstances.........13
        Section 6.        Right to Indemnification upon Application;
                          Procedure upon Application.................................13
        Section 7.        Enforcement of Rights......................................14
        Section 8.        Bylaws as Contract;  Non-Exclusivity.......................14

ARTICLE VII       STOCK AND TRANSFER OF STOCK........................................14

        Section 1.        Stock Certificates.........................................14
        Section 2.        Transfers of Shares........................................14
        Section 3.        Regulations, Transfer Agents and Registrars................15
        Section 4.        Replacement of Certificates................................15
        Section 5.        Fixing of Record Date......................................15

ARTICLE VIII.     FISCAL YEAR........................................................16

ARTICLE IX        SEAL...............................................................16

ARTICLE X.        AMENDMENTS.........................................................16
</TABLE>

                                       ii                                 9/1/99
<PAGE>

                                    BYLAWS OF
                          LOUISIANA-PACIFIC CORPORATION


                        ARTICLE I. STOCKHOLDERS' MEETINGS

         Section 1. Annual Meeting. The annual meeting of the stockholders shall
be held on the first Friday in the month of May in each year at 10:30 a.m. or at
such  other  time or date in April or May of each  year as shall be fixed by the
Board of Directors,  for the election of directors and the  transaction  of such
other  business as may properly  come before the meeting.  If the date fixed for
the annual  meeting  shall be a legal  holiday in the place of the meeting,  the
meeting shall be held on the next succeeding business day.

         Section 2. Special  Meetings.  Special meetings of the stockholders for
any proper purposes,  unless otherwise  provided by the law of Delaware,  may be
called by the Chairman or pursuant to  resolution  of the Board of Directors and
shall be called by the  Chairman  at the request in writing of a majority of the
directors.  Business  transacted at a special meeting of  stockholders  shall be
confined  to the  purpose or  purposes of the meeting as stated in the notice of
the meeting.

         Section 3. Place of Meetings.  Meetings of the stockholders may be held
at such  places,  within  or  without  the  State of  Delaware,  as the Board of
Directors  or the officer  calling the same shall  specify in the notice of such
meeting.

         Section 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of a special  meeting,  the purpose or purposes
for which the meeting is called,  shall, unless otherwise prescribed by statute,
be given not less  than ten nor more  than  sixty  days  before  the date of the
meeting,  either  personally or by mail, by or at the direction of the Chairman,
the President,  the  Secretary,  or other persons  calling the meeting,  to each
stockholder of record entitled to vote at such meeting.  If mailed,  such notice
shall be deemed to be given when  deposited in the United  States mail,  postage
prepaid, directed to the stockholder at his address as it appears on the records
of the Corporation. When a meeting is adjourned to another time or place, notice
of the adjourned  meeting need not be given  provided that the time and place to
which the  meeting  is  adjourned  are  announced  at the  meeting  at which the
adjournment is taken, the adjournment is for no more than thirty days, and after
the adjournment no new record date is fixed for the adjourned meeting. Notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote at the  meeting  if all the  conditions  of the  proviso  in the  preceding
sentence are not met. At an adjourned meeting,  the Corporation may transact any
business which might have been transacted at the original meeting.

         Section  5.  Quorum.  A  majority  of  the  outstanding  shares  of the
Corporation  entitled  to  vote,  represented  in  person  or  by  proxy,  shall
constitute a quorum at a meeting of stockholders except as otherwise provided by
statute or in the Certificate of

                                       1                                  9/1/99
<PAGE>

Incorporation. If less than a majority of the outstanding shares are represented
at a meeting,  a majority of the shares so  represented  may adjourn the meeting
from time to time. At such adjourned  meeting at which a quorum shall be present
or represented,  any business may be transacted which might have been transacted
at the  meeting  as  originally  noticed.  The  stockholders  present  at a duly
organized  meeting  may  continue  to  transact   business  until   adjournment,
notwithstanding  the  withdrawal  of enough  stockholders  to leave  less than a
quorum.

         Section  6.  Organization.  At each  meeting  of the  stockholders  the
Chairman,  or in his  absence or  inability  to act,  the  President,  or in the
absence or inability to act of the Chairman and the President, a Vice President,
or in the absence of all the foregoing, any person chosen by a majority of those
stockholders present shall act as chairman of the meeting. The Secretary, or, in
his absence or inability to act, the Assistant Secretary or any person appointed
by the chairman of the  meeting,  shall act as secretary of the meeting and keep
the minutes thereof.

         Section  7.  Conduct of  Business.  The Board of  Directors  shall have
authority to determine from time to time the procedures governing, and the rules
of conduct  applicable  to,  annual and special  meetings  of the  stockholders.
Except as otherwise  determined by the Board of Directors  prior to the meeting,
the chairman of any  stockholders  meeting shall determine the order of business
and shall have  authority  in his  discretion  to adjourn  such  meeting  and to
determine  the  procedures  governing  such  meeting and to regulate the conduct
thereat,  including,  without limitation,  imposing  restrictions on the persons
(other than stockholders of the Corporation or their duly appointed proxies) who
may attend any such stockholders meeting, determining whether any stockholder or
any  proxy  may be  excluded  from  any  stockholders  meeting  based  upon  any
determination  by the chairman in his sole  discretion  that any such person has
unduly disrupted or is likely to disrupt the proceedings  thereat and specifying
the  circumstances  in which any person may make a statement or ask questions at
any stockholders meetings.

         Section  8.  Voting.  Except as  otherwise  provided  by  statute,  the
Certificate of Incorporation,  or any certificate duly filed pursuant to Section
151 of the Delaware General  Corporation Law, each stockholder shall be entitled
to one vote on each matter  submitted to a vote at a meeting of stockholders for
each share of capital stock held of record by him on the date fixed by the Board
of Directors as the record date for the  determination  of the  stockholders who
shall be  entitled to notice of and to vote at such  meeting;  or if such record
date shall not have been so fixed, then at the close of business on the day next
preceding the day on which notice  thereof  shall be given.  Except as otherwise
provided by statute,  these Bylaws,  or the  Certificate of  Incorporation,  any
corporate action to be taken by vote of the stockholders  shall be authorized by
a majority of the total  votes,  or when  stockholders  are  required to vote by
class by a majority of the votes of the appropriate  class, cast at a meeting of
stockholders  by the holders of shares present in person or represented by proxy
and entitled to vote on such action.  Unless required by statute,  or determined
by the chairman of the meeting to be  advisable,  the vote on any question  need
not be by

                                       2                                  9/1/99
<PAGE>

written  ballot and may be by such other means as the chairman  deems  advisable
under the  circumstances.  On a vote by written  ballot,  each  ballot  shall be
signed by the stockholder  voting,  or by his proxy, if there be such proxy, and
shall state the number of shares voted.

         Section 9. Proxies.  Each stockholder  entitled to vote at a meeting of
stockholders  may authorize  another person or persons to act for him by a proxy
signed by such  stockholder  or his  attorney-in-fact.  No proxy  shall be valid
after the  expiration  of three years from the date  thereof,  unless  otherwise
provided in the proxy.

         Section  10.  List of  Stockholders.  The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of stockholders,  a complete list of the stockholders  entitled to
vote at the meeting,  arranged in alphabetical order, and showing the address of
each  stockholder  and the  number  of  shares  registered  in the  name of each
stockholder.  Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days  prior to the  meeting,  either at a place  within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting,  or, if not so  specified,  at the place where the meeting is to be
held.  The list  shall  also be  produced  and kept at the time and place of the
meeting during the whole time thereof,  and may be inspected by any  stockholder
who is present.

         Section 11.  Inspectors.  The Board of Directors may, in advance of any
meeting of  stockholders,  appoint one or more inspectors to act at such meeting
or any adjournment  thereof.  If the inspectors  shall not be so appointed or if
any of them shall fail to appear or act, the chairman of the meeting may appoint
inspectors.  The inspectors shall determine the number of shares outstanding and
the voting power of each, the number of shares  represented at the meeting,  the
existence of a quorum,  the validity  and effect of proxies,  and shall  receive
votes or ballots,  hear and determine all  challenges  and questions  arising in
connection  with the right to vote,  count and  tabulate  all votes or  ballots,
determine the result,  and do such acts as are proper to conduct the election or
vote with  fairness  to all  stockholders.  On  request of the  chairman  of the
meeting or any stockholder entitled to vote thereat, the inspectors shall make a
report in writing of any  challenge,  request or matter  determined  by them and
shall execute a certificate  of any fact found by them. No director or candidate
for the office of director  shall act as inspector of an election of  directors.
Inspectors need not be stockholders.

         Section  12.  Denial of Action by  Consent of  Stockholders.  No action
required  to be taken or which may be taken at any annual or special  meeting of
the  stockholders  of the  Corporation  may be taken without a meeting,  and the
power of stockholders to consent in writing, without a meeting, to the taking of
any action is specifically denied.

                                       3                                  9/1/99
<PAGE>

         Section 13.  Nominations for Director.  Nominations for election to the
Board of Directors  may be made by the Board of Directors or by any  stockholder
of record  entitled  to vote for the  election  of  directors.  Any  stockholder
entitled to vote for the election of directors may nominate at a meeting persons
for election as directors only if written notice of such stockholder's intent to
make such nomination is given, either by personal delivery or by certified mail,
postage  prepaid,  addressed  to the  Chairman  at the  Corporation's  executive
offices  (i) with  respect  to an  election  to be held at an annual  meeting of
stockholders,  not later than the close of  business  on the 45th  calendar  day
prior to the first  anniversary of the initial mailing date of the Corporation's
proxy materials for the preceding  year's annual  meeting,  provided that if the
date of the annual  meeting at which an  election  is to be held is more than 30
calendar days before or after the preceding  year's annual meeting,  such notice
must be received by the close of business on the 10th day  following the date on
which  notice of such  meeting  is first  given to  stockholders,  and (ii) with
respect to an election to be held at a special meeting of  stockholders  for the
election of  directors,  not later than the close of business on the seventh day
following  the  date  on  which  notice  of  such  meeting  is  first  given  to
stockholders.  Each such notice shall set forth:  (a) the name and  address,  as
they appear on the Corporation's stock ledger, of the stockholder who intends to
make the nomination and the name and address of each person to be nominated; (b)
a  representation  that such  stockholder  is a holder of record of stock of the
Corporation  entitled  to vote at such  meeting  and  intends  to  appear at the
meeting in person or by proxy to nominate the person or persons specified in the
notice for election as  directors;  (c) a  description  of all  arrangements  or
understandings  between such stockholder and each proposed nominee and any other
person  or  persons  (naming  such  person  or  persons)  pursuant  to which the
nomination or  nominations  are to be made by such  stockholder;  (d) such other
information  regarding  each nominee  proposed by such  stockholder  as would be
required to be included in a proxy  statement  filed pursuant to the proxy rules
of the Securities and Exchange  Commission  were such nominee to be nominated by
the Board of Directors;  and (e) the signed consent of each proposed  nominee to
serve as a director  of the  Corporation  if so  elected.  The  chairman  of any
meeting of  stockholders  to elect directors may refuse to permit the nomination
of any person to be made without compliance with the foregoing procedure.

         Section 14. Notice of  Stockholder  Business.  At any annual meeting of
the  stockholders,  only such  business  shall be  conducted  as shall have been
brought before the meeting (a) pursuant to the  Corporation's  notice of meeting
pursuant to Section 4 of this  Article,  (b) by or at the direction of the Board
of Directors or (c) by any stockholder of record of the Corporation who complies
with the notice  procedures  set forth in this  Section  14. For  business to be
properly  brought  before  an  annual  meeting  by  any  such  stockholder,  the
stockholder must give written notice thereof to the Chairman, either by personal
delivery or by certified mail, postage prepaid, addressed to the Chairman at the
Corporation's executive offices not later than the close of business on the 45th
calendar day prior to the first  anniversary of the initial  mailing date of the
Corporation's proxy materials for the preceding year's annual meeting,  provided
that if the date of the annual  meeting is more than 30 calendar  days before or
after the preceding  year's annual meeting,  such notice must be received by the
close of business  on the 10th day  following  the date on which  notice of such
meeting is first given to  stockholders.  Each such notice shall set forth as to
each  matter the  stockholder  proposes to bring  before the annual  meeting the
information with respect to stockholder proposals presented for

                                       4                                  9/1/99
<PAGE>

inclusion  in  the  Corporation's   proxy  materials   required  by  Rule  14a-8
promulgated  by the  Securities  and Exchange  Commission  under the  Securities
Exchange Act of 1934, as amended,  or any rule or regulation  adopted to replace
such rule.  The  chairman  of an annual  meeting  shall,  if the facts  warrant,
determine  and declare to the meeting  that any such  business  was not properly
brought before the meeting in accordance with the provisions of this Section 14,
and if he should so  determine,  he shall so  declare  to the  meeting  and such
business not properly brought before the meeting shall not be transacted.


                         ARTICLE II. BOARD OF DIRECTORS

         Section 1. General Powers.  The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors.

         Section 2.  Number,  Classification,  Election and  Qualification.  The
number of directors of the Corporation shall be nine, but, by vote of a majority
of the entire  Board of  Directors  or  amendment  of these  Bylaws,  the number
thereof may be increased or decreased to such greater or lesser number (not less
than three) as may be so  provided.  At the first  election of  directors by the
stockholders,  the directors  shall be divided into three  classes;  the term of
office  of those of the  first  class to  expire  at the  first  annual  meeting
thereafter; of the second class at the second annual meeting thereafter;  and of
the third class at the third annual meeting thereafter.  At each annual election
held after  such  classification  and  election,  directors  shall be elected to
succeed  those  whose terms  expire,  each such newly  elected  director to hold
office for a term of three years and until his successor is elected or until his
death,  resignation,  retirement  or removal.  Except as  otherwise  provided by
statute or these Bylaws, directors shall be elected at the annual meeting of the
stockholders,  and the persons  receiving a plurality  of the votes cast at such
election  shall be elected,  provided  that a quorum is present at the  meeting.
Directors need not be stockholders.

         Section 3. Place of Meetings. Meetings of the Board of Directors may be
held at such  place,  within or without the State of  Delaware,  as the Board of
Directors may from time to time determine or as shall be specified in the notice
or waiver of notice of such meeting.

         Section  4.  Regular  Meetings.  A  regular  meeting  of the  Board  of
Directors shall be held without other notice than this Bylaw immediately  after,
and at the same place as, the annual meeting of stockholders  for the purpose of
electing officers and the transaction of other business.  The Board of Directors
may provide by resolution the time and place, either within or without the State
of Delaware,  for holding of additional  regular  meetings  without other notice
than such resolution.

                                       5                                  9/1/99
<PAGE>


         Section 5. Special Meetings. Special meetings of the Board of Directors
may be  called  by or at the  request  of the  Chairman,  President  or any  two
directors.  The person or persons  authorized  to call  special  meetings of the
Board of  Directors  may fix any place,  either  within or without  the State of
Delaware, as the place for holding any special meeting of the Board of Directors
called by them.

         Section  6.  Notice.  Notice  of any  special  meeting  shall  be given
personally  or by telephone to each director at least  twenty-four  hours before
the time at which the meeting is to be held or shall be mailed to each director,
postage prepaid, at his residence or business address at least three days before
the day on which the meeting is to be held;  provided  that,  in the case of any
special  meeting to be held by  conference  telephone or similar  communications
equipment,  notice of such  meeting may be given  personally  or by telephone to
each director not less than six hours before the time at which the meeting is to
be held. Except as otherwise  specifically provided in these Bylaws, neither the
business to be transacted at, nor the purpose of any regular or special  meeting
of the Board of Directors need be specified in the notice of the meeting.

         Section 7. Quorum and Manner of Acting.  A majority of the entire Board
of Directors shall be present in person at any meeting of the Board of Directors
in order to constitute a quorum for the transaction of business at such meeting,
except that  one-third of the entire  Board of Directors  present in person at a
meeting  shall  constitute  a quorum if the  Chairman is present at the meeting.
Except as  otherwise  specifically  required  by statute or the  Certificate  of
Incorporation, the vote of a majority of the directors present at any meeting at
which a quorum is  present  shall be the act of the Board of  Directors.  In the
absence of a quorum at any meeting of the Board of Directors,  a majority of the
directors present or, if no director be present,  the Secretary may adjourn such
meeting to another time and place. At any adjourned meeting at which a quorum is
present,  any business may be transacted which might have been transacted at the
meeting as originally called. Except as provided in Article III of these Bylaws,
the  directors  shall  act  only  as a board  of  directors  and the  individual
directors shall have no power as such.

         Section 8. Organization. At each meeting of the Board of Directors, the
Chairman  (or, in his absence or  inability  to act,  the  President,  or in his
absence or  inability  to act,  another  director  chosen by a  majority  of the
directors  present) shall act as chairman of the meeting.  The Secretary (or, in
his absence or inability to act, any person appointed by the chairman) shall act
as secretary of the meeting and keep the minutes thereof.

         Section 9. Resignations.  Any director of the Corporation may resign at
any time by giving written  notice of his  resignation to the Board of Directors
or Chairman or the President or the Secretary.  Any such resignation  shall take
effect  at the time  specified  therein  or,  if the time  when it shall  become
effective shall not be specified  therein,  immediately  upon its receipt;  and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

                                       6                                  9/1/99
<PAGE>

         Section 10.  Vacancies and Newly Created  Directorships.  Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director,  and any director so chosen
shall hold office until the next  election of the class for which such  director
has been chosen and until his successor is elected and  qualified,  or until his
earlier resignation or removal. When one or more directors shall resign from the
Board of Directors, effective at a future date, a majority of the directors then
in office,  including those who have so resigned,  shall have power to fill such
vacancy or vacancies,  the vote thereon to take effect when such  resignation or
resignations  shall  become  effective,  and each  director so chosen shall hold
office as provided in this section in the filling of other vacancies.

         Section 11.  Removal of  Directors.  All or any number of the directors
may be removed at any time, but only for cause and only by the affirmative  vote
of the  holders of at least 75 percent of the  outstanding  Common  Stock of the
Corporation at a meeting of the stockholders  expressly called for that purpose.
A vacancy in the Board of Directors  caused by any such removal may be filled by
such  stockholders at such meeting,  or if the  stockholders  shall fail to fill
such vacancy, as in these Bylaws provided.

         Section 12.  Compensation.  The Board of Directors shall have authority
to fix the  compensation,  including  fees and  reimbursement  of  expenses,  of
directors for services to the  Corporation  in any capacity,  provided,  no such
payment shall  preclude any director from serving the  Corporation  in any other
capacity and receiving compensation therefor.

         Section 13. Board and  Committee  Action  Without  Meeting.  Any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if all members of the Board
of Directors or committee,  as the case may be, consent thereto in writing,  and
the writing or writings are filed with the minutes of  proceedings  of the Board
of Directors or committee.

         Section 14. Board and Committee  Telephonic  Meetings.  A director or a
member of a committee  designated by the Board of Directors may participate in a
meeting  of the Board of  Directors  or such  committee  by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating in the meeting can hear each other, and such  participation  shall
constitute presence in person at the meeting.

         Section 15.  Mandatory  Retirement  Age. The date upon which a director
shall retire from service as a director of this Corporation shall be the date of
the next annual meeting of stockholders  following the date the director attains
age 70 and no person who has  attained  the age of 70 shall become a nominee for
election  as a director of the  Corporation.  Any  director  who, on February 1,
1997,  has already  attained  age 70 shall  retire at the end of his or her then
current term of office.

                                       7                                  9/1/99
<PAGE>

                   ARTICLE III. EXECUTIVE AND OTHER COMMITTEES

         Section 1. Executive and Other Committees.  The Board of Directors may,
designate one or more  committees,  each  committee to consist of two or more of
the  directors of the  Corporation.  The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or  disqualified  member at any meeting of the  committee.  In addition,  in the
absence or  disqualification  of a member of a committee,  the member or members
thereof present at any meeting and not disqualified from voting,  whether or not
he or they constitute a quorum,  may  unanimously  appoint another member of the
Board of  Directors  to act at the  meeting  in the place of any such  absent or
disqualified  member.  Any  such  committee,  to  the  extent  provided  in  the
resolution,  shall have and may  exercise  all the powers and  authority  of the
Board  of  Directors  in the  management  of the  business  and  affairs  of the
Corporation,  and may authorize the seal of the Corporation to be affixed to all
papers  which may  require  it;  but no such  committee  shall have the power or
authority in reference to the following matters:  (i) approving or adopting,  or
recommending to the stockholders, any action or matter expressly required by the
Delaware General Corporation Law to be submitted to stockholders for approval or
(ii) adopting,  amending or repealing  these Bylaws.  Each committee  shall keep
written minutes of its proceedings and shall report such minutes to the Board of
Directors when required.  All such  proceedings  shall be subject to revision or
alteration  by the Board of  Directors,  provided,  however,  that third parties
shall not be prejudiced by such revision or alteration.

         Section 2.  General.  A majority of any  committee  may  determine  its
action and establish the time, place and procedure for its meetings,  unless the
Board of Directors  shall  otherwise  provide.  Notice of such meetings shall be
given to each member of the committee in the manner  provided for in Article II,
Section 6 or as the  Board of  Directors  may  otherwise  provide.  The Board of
Directors  shall  have  power at any time to fill  vacancies  in, to change  the
membership of, or to dissolve any such committee. Nothing herein shall be deemed
to  prevent  the  Board of  Directors  from  appointing  one or more  committees
consisting  in  whole  or in  part of  persons  who  are  not  directors  of the
Corporation;  provided,  however,  that  no  such  committee  shall  have or may
exercise any authority of the Board of Directors.

                                       8                                  9/1/99
<PAGE>

                  ARTICLE IV. EXCEPTIONS TO NOTICE REQUIREMENTS

         Section 1.  Waiver of Notice.  Whenever  notice is required to be given
under these Bylaws,  a written waiver thereof,  signed by the person entitled to
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent to notice.  Attendance  of a person at a meeting  shall  constitute a
waiver of notice of such meeting,  except when the person  attends a meeting for
the express  purpose of  objecting,  at the  beginning  of the  meeting,  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Neither  the  business to be  transacted  at, nor the purpose of, any
regular  or  special  meeting of the  stockholders,  directors,  or members of a
committee of directors need be specified in any written waiver of notice.

         Section 2.  Unlawful  Notice.  Whenever  notice is required to be given
under these Bylaws to any person with whom communication is unlawful, the giving
of such notice to such person  shall not be required  and there shall be no duty
to apply to any governmental authority or agency for a license or permit to give
such notice to such person.  Any action or meeting  which shall be taken or held
without notice to any such person with whom communication is unlawful shall have
the same force and effect as if such notice has been duly given.


                               ARTICLE V. OFFICERS

         Section 1. Number, Election and Qualification.  The elected officers of
the Corporation  shall be a Chairman,  a President,  one or more Vice Presidents
(one or more of whom may be designated  Executive  Vice President or Senior Vice
President),  a Secretary,  and a Treasurer.  Such officers shall be elected from
time to time by the Board of Directors, each to hold office until the meeting of
the Board of Directors following the next annual meeting of the stockholders and
until his successor is elected and qualified,  or until his earlier  resignation
or removal.  The Board of  Directors  may from time to time  appoint  such other
officers (including a Chairman of the Executive Committee,  a Controller and one
or more Assistant Vice Presidents,  Assistant Secretaries,  Assistant Treasurers
and Assistant  Controllers),  and such agents,  as may be necessary or desirable
for the business of the  Corporation.  Such other officers and agents shall have
such duties as may be prescribed by the Board of Directors and shall hold office
during the  pleasure of the Board of  Directors.  Any two or more offices may be
held by the same person.  From and after the distribution by G-P of the stock it
presently  holds in the  Corporation,  no person who is serving as an officer or
director of G-P shall concurrently serve as an officer of the Corporation.

         Section 2.  Resignations.  Any officer of the Corporation may resign at
any time by giving written notice of his  resignation to the Board of Directors,
the Chairman,  the President or the Secretary.  Any such resignation  shall take
effect  at the time  specified  therein  or,  if the time  when it shall  become
effective  shall not be specified  therein,  immediately  upon its receipt;  and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

                                       9                                  9/1/99
<PAGE>

         Section 3.  Removal.  Any  officer or agent of the  Corporation  may be
removed  either with or without  cause,  at any time, by the Board of Directors,
except  that a vote of a majority  of the  entire  Board of  Directors  shall be
necessary for the removal of an elected  officer.  Such removal shall be without
prejudice to the contractual rights, if any, of the person so removed.  Election
or  appointment  of an  officer  or agent  shall not of itself  create  contract
rights.

         Section  4.  Vacancies.  A vacancy  in any office may be filled for the
unexpired portion of the term of the office which shall be vacant, in the manner
prescribed  in these  Bylaws for the  regular  election or  appointment  of such
office.

         Section 5. Chairman.  The Chairman shall be the chief executive officer
of the Corporation,  and shall have general direction over the management of its
business,  properties and affairs. The Chairman shall preside,  when present, at
all  meetings  of the  stockholders  and of the Board of  Directors  and, in the
absence of the  Chairman  of the  Executive  Committee,  at all  meetings of the
Executive  Committee.  He shall have general power to execute  bonds,  deeds and
contracts in the name of the  Corporation  and to affix the  corporate  seal; to
sign stock  certificates;  and to remove or suspend such  employees or agents as
shall not have been  elected  or  appointed  by the Board of  Directors.  In the
absence or  disability  of the  Chairman,  his duties shall be performed and his
powers shall be exercised by the President.

         Section  6.  President.  The  President  shall be the  chief  operating
officer  of the  Corporation  and,  subject  to the  direction  of the  Board of
Directors and the Chairman,  he shall have general direction over the operations
of the  Corporation.  He shall have general  power to execute  bonds,  deeds and
contracts in the name of the Corporation and to affix the corporate seal; and to
sign stock certificates.

         Section 7. Vice  Presidents.  The several Vice Presidents shall perform
all such  duties and  services  as shall be assigned to or required of them from
time to time,  by the Board of Directors  or the  President,  respectively,  and
unless  their  authority be  expressly  limited  shall act in the order of their
election in the place of the President, exercising all his powers and performing
his duties,  during his absence or disability.  The Board of Directors  however,
may from time to time designate the relative positions of the Vice Presidents of
the Corporation and assign to any one or more of them such particular  duties as
the Board of Directors may think proper.

         Section  8.  Secretary.  The  Secretary  shall  attend to the giving of
notice of all meetings of  stockholders  and of the Board of Directors and shall
record all of the  proceedings  of such  meetings  in a book to be kept for that
purpose. He shall have charge of the corporate seal and have authority to attest
any and all  instruments or writings to which the same may be affixed.  He shall
keep  and  account  for  all  books,  documents,   papers  and  records  of  the
Corporation,  except those which are hereinafter directed to be in charge of the
Treasurer.  He  shall  have  authority  to sign  stock  certificates  and  shall
generally perform all the duties usually appertaining to the office of secretary
of a  corporation.  In the absence of the Secretary,  an Assistant  Secretary or
Secretary pro tempore shall perform his duties.

                                       10                                 9/1/99
<PAGE>

         Section 9. Treasurer.  The Treasurer shall have the care and custody of
all moneys, funds and securities of the Corporation,  and shall deposit or cause
to be deposited all funds of the  Corporation in and with such  depositaries  as
shall,  from time to time,  be  designated  by the Board of Directors or by such
officers of the  Corporation  as may be  authorized by the Board of Directors to
make such  designation.  He shall  have  power to sign  stock  certificates;  to
indorse for deposit or  collection,  or otherwise,  all checks,  drafts,  notes,
bills of exchange or other commercial  paper payable to the Corporation,  and to
give proper receipts or discharges therefor.  He shall keep all books of account
relating to the business of the Corporation, and shall render a statement of the
Corporation's  financial  condition  whenever  required so to do by the Board of
Directors,  the chairman or the President. In the absence of the Treasurer,  the
Board of Directors shall appoint an Assistant Treasurer to perform his duties.

         Section 10.  Additional Powers and Duties. In addition to the foregoing
enumerated  duties and powers,  the several  officers of the  Corporation  shall
perform such other duties and exercise such further powers as may be provided by
these Bylaws or as the Board of Directors may from time to time  determine or as
may be assigned to them by any competent superior officer.

         Section  11.  Compensation.  The  compensation  of the  officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors.  An officer of the Corporation shall not be prevented
from receiving  compensation by reason of the fact that he is also a director of
the  Corporation,  but any such  officer who shall also be a director  shall not
have any vote in the determination of the amount of compensation paid to him.


                           ARTICLE VI. INDEMNIFICATION

         Section 1. General. The Corporation shall, to the full extent permitted
by Section 145 of the Delaware General  Corporation Law, as amended from time to
time,  indemnify all persons whom it may indemnify  pursuant thereto against all
expenses  (including,  without limitation,  attorneys' fees),  judgments,  fines
(including excise taxes) and amounts paid in settlement (collectively, "Losses")
incurred in connection with any action, suit, or proceeding, whether threatened,
pending, or completed (collectively,  "Proceedings") to which such person was or
is a party or is  threatened  to be made a party by reason of the fact that such
person 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;  provided,  however,  that the Corporation shall indemnify any
such person seeking indemnification in connection with a Proceeding initiated by
such person only if such  Proceeding was authorized by the Board of Directors of
the Corporation.

                                       11                                 9/1/99
<PAGE>

         Section 2. Employee  Benefit or Welfare Plan  Fiduciary  Liability.  In
addition  to any  indemnification  pursuant  to Section 1 of this  Article,  but
subject to the express  exclusions  set forth in Section 3 of this Article,  the
Corporation  shall  indemnify  any  natural  person who is or was serving at the
direction or request of the Corporation in a fiduciary  capacity with respect to
an  employee  benefit or welfare  plan  covering  one or more  employees  of the
Corporation or of an affiliate of the  Corporation,  or who is or was performing
any service or duty on behalf of the  Corporation  with  respect to such a plan,
its participants or beneficiaries, against all Losses incurred by such person in
connection with any Proceeding  arising out of or in any way connected with such
service or performance, to the extent such Losses are insurable under applicable
law but are not covered by  collectible  insurance  or  indemnified  pursuant to
Section 1 of this  Article.  This  Section  is  intended  to  provide a right to
indemnification   as  permitted  by  Section  145(f)  of  the  Delaware  General
Corporation Law.

         Section  3.  Persons  Not  to  be  Indemnified   Under  Section  2.  No
indemnification  shall be made  under  Section 2 of this  Article  to any person
(other  than  an  employee  of  the  Corporation  or  of  an  affiliate  of  the
Corporation) who was or is acting as a lawyer, accountant,  actuary,  investment
adviser or  arbitrator  with  respect  to an  employee  benefit or welfare  plan
against any expense,  judgment,  fine or amount paid in  settlement  incurred by
such person in connection with any action,  suit or proceeding arising out of or
in any way connected with his actions in such capacity. No indemnification shall
be made under Section 2 of this Article to any person  determined (in the manner
prescribed by Section 145(d) of the Delaware  General  Corporation  Law) to have
participated  in, or to have had  actual  knowledge  of and have  failed to take
appropriate   action   with   respect   to,   any   violation   of  any  of  the
responsibilities, obligations or duties imposed upon fiduciaries by the Employee
Retirement Income Security Act of 1974 or amendments thereto or by the common or
statutory  law of the  United  States of  America  or any state or  jurisdiction
therein,  knowing  such  in  either  case  to  have  been a  violation  of  such
responsibilities, obligations or duties.

         Section  4.  Advances  of  Expenses.  Except  as  limited  by the other
provisions of this Section, the Corporation shall pay promptly (and in any event
within 60 days of  receipt  of the  written  request  of the  person  who may be
entitled to such payment) all expenses  (including but not limited to attorneys'
fees)  incurred  in  connection  with any  Proceeding  by any  person who may be
entitled to indemnification  under Sections 1 or 2 of this Article in advance of
the final  disposition of such Proceeding.  Notwithstanding  the foregoing,  any
advance  payment  of  expenses  on  behalf  of a  director  or  officer  of  the
Corporation  shall be,  and if the Board of  Directors  so elects,  any  advance
payment  of  expenses  on behalf  of any other  person  who may be  entitled  to
indemnification  under Sections 1 or 2 of this Article may be,  conditioned upon
the  receipt  by the  Corporation  of an  undertaking  by or on  behalf  of such
director,  officer,  or other  person to repay the amount  advanced in the event
that it is ultimately  determined that such director,  officer, or person is not
entitled to  indemnification;  provided  that such  advance  payment of expenses
shall be made  without  regard to the  ability  to repay the  amounts  advanced.
Notwithstanding  the foregoing,  no advance payment of expenses shall be made by
the Corporation if a determination is reasonably and promptly made by a majority
vote of directors who are not parties to such Proceeding,  even though less than
a quorum, or if there are no such directors,  or if such directors so direct, by
independent legal counsel in a written opinion, that, based upon the facts known
to such  directors or counsel at the time such  determination  is made following
due inquiry,  (a) in the case of a person who may be entitled to indemnification
under Section 1, such person did not act in good faith and in a manner that such
person reasonably  believed to be in or not opposed to the best interests of the
Corporation  or,  with  respect  to any  criminal  proceeding,  such  person had
reasonable  cause to believe his conduct was  unlawful,  or (b) in the case of a
person who may be entitled to  indemnification  under  Section 2, such person is
not  entitled  to  indemnification  under the  standard  set forth in the second
sentence  of  Section  3.  Nothing in this  Article  VI shall  require  any such
determination  to be made as

                                       12                                 9/1/99
<PAGE>

a  condition  to making any  advance  payment of  expenses,  unless the Board of
Directors so elects.

         Section 5. Mandatory  Indemnification in Certain Circumstances.  To the
extent that a director,  officer,  employee, or agent has been successful on the
merits or  otherwise in the defense of any  Proceeding  referred to Section 1 or
Section 2 of this  Article,  or in the  defense of any claim,  issue,  or matter
therein, he shall be indemnified  against expenses  (including  attorneys' fees)
actually and reasonably incurred by him in connection therewith.

         Section 6. Right to  Indemnification  upon Application;  Procedure upon
Application.  Any indemnification  under Sections 1 or 2 shall be made promptly,
and in any event within 60 days of receipt of the written  request of the person
who  may  be  entitled  thereto   following  the  conclusion  of  such  person's
participation  in any  Proceeding  or which  indemnity  is sought,  unless  with
respect to such written request, a determination is reasonably and promptly made
by a majority  vote of  directors  who are not parties to the  Proceeding,  even
though  less  than a  quorum,  or if  there  are no such  directors,  or if such
directors so direct,  by  independent  legal counsel that,  based upon the facts
known to such  directors  or  counsel  at the time  such  determination  is made
following  due  inquiry,  (a) in the case of a  person  who may be  entitled  to
indemnification  under Section 1, such person did not act in good faith and in a
manner that such person reasonably  believed to be in or not opposed to the best
interests of the Corporation or, with respect to any criminal  proceeding,  such
person had reasonable  cause to believe his conduct was unlawful,  or (b) in the
case of a person who may be entitled to  indemnification  under  Section 2, such
person is not  entitled to  indemnification  under the standard set forth in the
second sentence of Section 3.

                                       13                                 9/1/99
<PAGE>

         Section 7. Enforcement of Rights. The right to indemnification or to an
advance of  expenses  as granted by this  Article  shall be  enforceable  by any
person entitled thereto in any court of competent jurisdiction,  if the Board of
Directors or independent legal counsel denies the claim, in whole or in part, or
if no  disposition of such claim is made within 100 days of receipt by the Board
of Directors of such person's written request for  indemnification or an advance
of expenses.  Such person's  expenses  (including  but not limited to attorneys'
fees)  incurred  in  connection  with  successfully  establishing  his  right to
indemnification  or an advance  of  expenses,  in whole or in part,  in any such
proceedings shall also be indemnified by the Corporation.

         Section  8.  Bylaws  as  Contract;   Non-Exclusivity.   All  rights  to
indemnification  and advances or expenses  under this Article shall be deemed to
be  provided  by a contract  between the  Corporation  and each person  entitled
thereto. Any repeal or modification of these Bylaws shall not impair or diminish
any rights or obligations  existing at the time of such repeal of  modification.
The rights  granted by this Article  shall not be deemed  exclusive of any other
rights to which any person seeking indemnification or an advance of expenses may
be entitled under any bylaws,  agreement,  vote of stockholders or disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office. The rights granted by this
Article VI shall  extend to the estate,  heirs or legal  representatives  of any
person entitled to  indemnification  or an advance of expenses  hereunder who is
deceased or incompetent.


                    ARTICLE VII. STOCK AND TRANSFER OF STOCK

         Section  1.  Stock   Certificates.   Every  holder  of  stock  in  this
Corporation  shall be entitled to have a  certificate,  in such form as shall be
approved by the Board of Directors,  certifying the number of shares of stock of
this  Corporation  owned by him signed by or in the name of this  Corporation by
the Chairman,  or the President or a Vice President,  and by the Secretary or an
Assistant Secretary,  or the Treasurer or an Assistant Treasurer.  Any of or all
the  signatures  on the  certificate  may be  facsimiles.  In case any  officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate  shall have ceased to be such officer,  transfer agent
or registrar before such certificate is issued, it may nevertheless be issued by
the Corporation with the same effect as if he were such officer,  transfer agent
or registrar at the date of issue.

         Section  2.  Transfer  of Shares.  Transfers  of Shares of stock of the
Corporation  shall be made on the stock  records  of the  Corporation  only upon
authorization  by the registered  holder thereof,  or by his attorney  thereunto
authorized  by power of attorney  duly  executed and filed with the Secretary or
with a transfer agent,  and on surrender of the certificate or certificates  for
such shares  properly  indorsed or accompanied by a duly executed stock transfer
power and the payment of all taxes thereon. Except as otherwise provided by law,
the  Corporation  shall be entitled to recognize the exclusive right of a person
in whose  name any share or shares  stand on the record of  stockholders  as the
owner of such share or shares for all purposes,  including,  without limitation,
the  rights to receive  dividends  or other  distributions,  and to vote as such
owner,  and the Corporation  may hold any such  stockholder of record liable for
calls and assessments  and the  Corporation  shall not be bound to recognize any
equitable  or legal claim to or interest in any such share or shares on the part
of any  other  person  whether  or not it shall  have  express  or other  notice
thereof.  Whenever any transfer of shares shall be made for collateral security,
and not  absolutely,  such fact shall be stated in the entry of the transfer if,
when the  certificates  are  presented  for transfer,  both the  transferor  and
transferee request the Corporation to do so.

                                       14                                 9/1/99
<PAGE>

         Section 3.  Regulations,  Transfer Agents and Registrars.  The Board of
Directors may make such additional rules and regulations,  not inconsistent with
these  Bylaws,  as it may deem  expedient  concerning  the issue,  transfer  and
registration  of  certificates  for shares of stock of the  Corporation.  It may
appoint and change from time to time one or more transfer agents and one or more
registrars  and may  require  all  certificates  for shares of stock to bear the
signatures of any of them.

         Section  4.  Replacement  of  Certificates.  In the  event of the loss,
theft,  mutilation or destruction of any  certificate for shares of stock of the
Corporation,  a  duplicate  thereof  may be issued  and  delivered  to the owner
thereof,  provided he makes a sufficient  affidavit  setting  forth the material
facts  surrounding  the loss,  theft,  mutilation or destruction of the original
certificates  and  gives  a bond to the  Corporation,  in such  sum  limited  or
unlimited,  and in such form and with such surety as the Board of Directors  may
authorize  indemnifying  the Corporation,  its officers and, if applicable,  its
transfer agents and registrars,  against any losses,  costs and damages suffered
or incurred by reason of such loss,  theft,  mutilation  or  destruction  of the
original certificate and replacement thereof.

         Section 5. Fixing of Record  Date.  In order that the  Corporation  may
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders  or any  adjournment  thereof,  or to express  consent to corporate
action in  writing  without a meeting,  or  entitled  to receive  payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful  action,  the Board of Directors may fix, in
advance,  a record  date,  which  shall not be more than sixty nor less than ten
days  before  the date of such  meeting,  nor more than  sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting  of  stockholders  shall  apply to any  adjournment  of the
meeting;  provided,  however,  that the Board of Directors  may fix a new record
date for the adjourned meeting.

                                       15                                 9/1/99
<PAGE>


                            ARTICLE VIII. FISCAL YEAR

         The fiscal year of the Corporation shall be the calendar year.


                                ARTICLE IX. SEAL

         The Board of Directors shall provide a corporate  seal,  which shall be
in such form as the Board of Directors shall determine.


                              ARTICLE X. AMENDMENTS

         These Bylaws may be amended or repealed,  or new Bylaws may be adopted,
at any annual or special meeting of the stockholders, by the affirmative vote of
the  holders  of at least 75  percent  of the  outstanding  Common  Stock of the
Corporation;  provided, however, that the notice of such meeting shall have been
given as provided in these Bylaws,  which notice shall mention that amendment or
repeal of these Bylaws, or the adoption of new Bylaws, is one of the purposes of
such meeting.  These Bylaws may also be amended or repealed or new Bylaws may be
adopted, by the Board of Directors by the vote of two-thirds of the entire Board
of Directors.

                                       16                                 9/1/99


                                  Exhibit 23.1
                                  ------------

                          INDEPENDENT AUDITORS' CONSENT

      We  consent  to  the  incorporation  by  reference  in  this  Registration
      Statement of Louisiana-Pacific Corporation on Form S-8 of our report dated
      January 29, 1999 (February 25, 1999 as to the first paragraph of Note 11),
      appearing  in  the  Annual  Report  on  Form  10-K  of   Louisiana-Pacific
      Corporation for the year ended December 31, 1998.

      DELOITTE & TOUCHE LLP

      Portland, Oregon
      September 17, 1999



                                  Exhibit 23.2
                                  ------------

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

      As  independent  public  accountants,  we hereby consent to the use of our
      reports (and to all  references to our firm) included in or made a part of
      this Registration  Statement on Form S-8 related to the  Louisiana-Pacific
      Corporation  Annual  Report on Form 10-K for the year ended  December  31,
      1998.

                                                            ARTHUR ANDERSEN LLP

      Portland, Oregon,
      September 17, 1999



                                   Exhibit 24
                                   ----------

                                POWER OF ATTORNEY

Each person whose  signature  appears below  designates  and appoints  Curtis M.
Stevens  and Anton C.  Kirchhof,  Jr. and each of them,  the  person's  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  (the
"Corporation"), with the Securities and Exchange Commission under the Securities
Act of 1933, as amended,  relating to up to 300,000 shares of the  Corporation's
common stock, $1.00 par value, to be issued to participants in the Corporation's
401(k)  and  Profit  Sharing  Plan,  together  with an  indeterminate  amount of
interests  in  such  plan,  and  any  and  all  amendments   thereto  (including
post-effective  amendments).  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  documents  that they deem  necessary or desirable in
connection  with the preparation and filing of the  registration  statement,  as
fully as the person could do in person, hereby ratifying and confirming all that
the attorneys-in-fact and agents may lawfully do or cause to be done.

IN WITNESS WHEREOF,  this power of attorney has been executed by the undersigned
as of this 1st day of September, 1999.

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

/s/ Mark A. Suwyn                 Chairman, Chief Executive Officer and Director
Mark A. Suwyn                           (Principal Executive Officer)

/s/ Curtis M. Stevens             Vice President, Treasurer and Chief
Curtis M. Stevens                       Financial Officer (Principal
                                        Financial and Accounting Officer)

/s/ John W. Barter                Director
John W. Barter

/s/ William C. Brooks             Director
William C. Brooks

/s/ Archie W. Dunham              Director
Archie W. Dunham

/s/ Paul W. Hansen                Director
Paul W. Hansen

- -------------------------         Director
Donald R. Kayser

/s/ Patrick F. McCartan           Director
Patrick F. McCartan

/s/ Lee C. Simpson                Director
Lee C. Simpson


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