<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 2000
REGISTRATION NO. 333-73157
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
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>
------------------------
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/
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities (1).......
$750,000,000
Total................... (2) (4) $750,000,000 $205,000 (3)
</TABLE>
(1) Also includes such indeterminate principal amount of Debt Securities and
such indeterminate number of shares of preferred stock or common stock as
may be issuable upon conversion or exchange of any Debt Securities that
provide for conversion or exchange into or for such other securities.
(2) In United States dollars or the equivalent thereof in any other currency,
currency unit or unit or composite currency or currencies. The amount
specified represents the aggregate initial offering price of the securities
registered hereunder, exclusive of any accrued interest.
(3) In connection with the original filing of this registration statement, a
registration fee in the amount of $139,000 was paid with respect to
$500,000,000 of the Debt Securities.
(4) The proposed maximum offering price per unit will be determined from time to
time by the registrant in connection with the issuance by the registrant of
the securities registered hereunder.
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>
PROSPECTUS
$750,000,000
LOUISIANA-PACIFIC CORPORATION
DEBT SECURITIES
------------------
Louisiana-Pacific may offer up to $750,000,000 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 April 6, 2000.
<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 $750,000,000 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.
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, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
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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<PAGE>
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, 1999; and
- Louisiana-Pacific's current report on Form 8-K dated April 6, 2000.
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 80 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,
other building 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 acquisitions of LeGroupe Forex Inc. and certain assets of Evans
Forest Products Ltd. 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>
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1997 1996 1995
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Consolidated ratio of earnings to
fixed charges.................... 7.3x 1.3x -- -- --
Consolidated deficiency of earnings
to fixed charges (in millions)... -- -- $151.4 $330.5 $103.3
</TABLE>
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.
4
<PAGE>
DESCRIPTION OF DEBT SECURITIES
GENERAL
The securities that may be offered by this prospectus consist of up to
$750,000,000 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 Bank One
Trust Company, N.A. (as successor in interest to 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;
- 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;
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<PAGE>
- 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 registrable, 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 of the global security with
or on behalf of the depositary for the global security, the depositary will
6
<PAGE>
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
<PAGE>
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 for labor, materials, and supplies 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;
8
<PAGE>
(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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<PAGE>
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;
- 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;
10
<PAGE>
- 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 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
11
<PAGE>
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;
13
<PAGE>
- indebtedness created as a result of goods or securities sold in a cash
transaction or services rendered or premises rented; or
- 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
14
<PAGE>
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.
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 incorporated in this
prospectus by reference from Louisiana-Pacific's annual report on Form 10-K for
the year ended December 31, 1999, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
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......... $205,000
Legal fees and expenses..................................... 200,000
Accounting fees and expenses................................ 75,000
Printing and engraving expenses............................. 100,000
Trustee's fees and expenses................................. 20,000
Miscellaneous expenses(1)................................... 256,000
--------
Total................................................. $856,000
========
</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 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 Bank One Trust Company,
N.A. to act as trustee under the indenture
</TABLE>
- ------------------------
* Filed previously.
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.
(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.
II-2
<PAGE>
(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, State of Oregon on April 6, 2000.
<TABLE>
<S> <C> <C>
LOUISIANA-PACIFIC CORPORATION
By /s/ GARY C. WILKERSON
-----------------------------------------
Gary C. Wilkerson
VICE PRESIDENT AND GENERAL COUNSEL
</TABLE>
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 April 6, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Chairman and Chief Executive Officer
------------------------------------------- (principal executive officer) and Director
Mark A. Suwyn
* Vice President, Finance, Treasurer and Chief
------------------------------------------- Financial Officer (principal financial
Curtis M. Stevens officer and principal accounting officer)
* Director
-------------------------------------------
John W. Barter
* Director
-------------------------------------------
William C. Brooks
* Director
-------------------------------------------
Archie W. Dunham
* Director
-------------------------------------------
Paul Hansen
* Director
-------------------------------------------
Donald R. Kayser
Director
-------------------------------------------
Brenda Lauderback
* Director
-------------------------------------------
Patrick F. McCartan
* Director
-------------------------------------------
Lee C. Simpson
</TABLE>
II-4
<PAGE>
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-5
<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 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 Bank One Trust Company,
N.A. to act as trustee under the indenture
</TABLE>
- ------------------------
* Filed previously.
II-6
<PAGE>
Exhibit 5.1
Jones, Day, Reavis & Pogue
2727 N. Harwood Street
Dallas, Texas 75201
April 6, 2000
Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, Oregon 97204
Re: Registration on Form S-3 of up
to $750,000,000 of Debt Securities
Ladies and Gentlemen:
We are acting as counsel to Louisiana-Pacific Corporation, a Delaware
corporation (the "Company"), in connection with the authorization of the
possible issuance and sale from time to time by the Company of up to
$750,000,000 of certain debt securities of the Company (the "Debt
Securities") as contemplated by the Company's Registration Statement on Form
S-3 (the "Registration Statement") to which this opinion is Exhibit 5.1. The
Debt Securities are to be issued under an Indenture, dated as of April 2,
1999 (the "Indenture"), between the Company and Bank One Trust Company, N.A.
(as successor in interest to The First National Bank of Chicago), as trustee
(the "Trustee").
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion. Based on such examination and on
the assumptions set forth below, we are of the opinion that the Debt Securities,
when (a) duly executed by the Company and authenticated by the Trustee in
accordance with the provisions of the Indenture and issued and sold in
accordance with the Registration Statement and (b) delivered to the purchaser or
purchasers thereof upon receipt by the Company of such lawful consideration
therefor as the Company's Board of Directors (or a duly authorized committee
thereof or a duly authorized officer of the Company) may determine, will be
valid and binding obligations of the Company.
In rendering this opinion, we have assumed that (i) the Indenture is,
and any supplemental indenture will be, a valid and binding obligation of the
Trustee, (ii) the definitive terms of each class and series of the Debt
Securities not presently provided for in the Indenture will have been
established in accordance with all applicable provisions of law, the
Company's Restated Certificate of Incorporation and Bylaws, the Indenture,
and the authorizing resolutions of the Company's Board of Directors, and
reflected in appropriate documentation approved by us and, if applicable,
duly executed and delivered by the Company and duly authorized, executed, and
delivered by any other appropriate party, (iii) the interest rate on the Debt
Securities will not be higher than the maximum lawful rate permitted from
time to time under applicable law, (iv) any common stock or preferred stock
for or into which any Debt Securities are exercisable, exchangeable, or
convertible will have been duly authorized and reserved for issuance, (v) the
Registration Statement, and any amendments thereto, will have become
effective, (vi) a prospectus supplement describing each class or series of
Debt Securities offered pursuant to the Registration Statement will have been
filed with the Securities and Exchange Commission, (vii) the resolutions
authorizing the Company to register, offer, sell, and issue the Debt
Securities will remain in effect and unchanged at all times during which the
Debt Securities are offered, sold, or issued by the Company, and (viii) all
Debt Securities will be issued in compliance with applicable federal and
state securities laws.
In rendering this opinion, we have relied as to certain factual
matters upon statements or certificates of representatives of the Company and
statements or certificates of public officials, and we have not
independently checked or verified the accuracy of such statements or
certificates. This opinion is limited to
<PAGE>
Louisiana-Pacific Corporation
April 6, 2000
Page 2
the federal laws of the United States of America and the laws of the State of
New York, as in effect on the date hereof.
We understand that prior to offering for sale any Debt Securities you will
advise us in writing of the terms of such offering and of such Debt Securities,
will afford us an opportunity to review the operative documents (including the
applicable prospectus supplement) pursuant to which the Debt Securities are to
be offered, sold, and issued, and will file as an exhibit to the Registration
Statement such supplement or amendment to this opinion (if any) as we may
reasonably consider necessary or appropriate by reason of the terms of such Debt
Securities or any changes in the Company's capital structure or other pertinent
circumstances.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us in the related Prospectus
under the caption "Validity of Securities."
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
<PAGE>
EXHIBIT 12.1
LOUSIANA-PACIFIC CORPORATION
RATIO OF EARNINGS/LOSSES TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
EARNINGS:
Income (loss) before taxes and minority interest $357.0 $12.6 $(150.8) $(327.3) $(96.1)
Add: Amortization of capitalized interest 4.3 4.3 4.2 3.9 3.7
Fixed charges, as detailed below 57.6 46.3 41.5 27.0 19.8
Less: Interest capitalized (0.3) (1.6) (4.8) (7.1) (10.9)
------ ----- ------- ------- ------
Adjusted income (loss) $418.6 $61.6 $(109.9) $(303.5) $(83.5)
====== ===== ======= ======= ======
FIXED CHARGES:
Interest expense $ 47.9 $37.5 $ 30.9 $ 14.2 $ 5.3
Interest capitalized 0.3 1.6 4.8 7.1 10.9
Capitalized expenses related to indebtedness -- 1.3 -- -- --
Portion of rents representative of the interest
factor 9.4 5.9 5.8 5.7 3.6
------ ----- ------- ------- ------
$ 57.6 $46.3 $ 41.5 $ 27.0 $ 19.8
RATIO OF EARNINGS TO FIXED CHARGES 7.3 1.3 -- -- --
DEFICIENCY OF EARNINGS TO FIXED CHARGES $ -- $ -- $ 151.4 $ 330.5 $103.3
</TABLE>
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 4 to
Registration Statement No. 333-73157 of Louisiana-Pacific Corporation and
subsidiaries on Form S-3 of our report dated January 28, 2000, appearing in
the Annual Report on Form 10-K of Louisiana-Pacific Corporation and
subsidiaries for the year ended December 31, 1999 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of such
Registration Statement.
/s/ Deloitte & Touche LLP
Portland, Oregon
April 3, 2000
<PAGE>
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 31-0838515
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
100 EAST BROAD STREET, COLUMBUS, OHIO 43271-0181
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
100 EAST BROAD STREET
COLUMBUS, OHIO 43271-0181
ATTN: JOHN R. PRENDIVILLE, VICE PRESIDENT, (312) 661-5223
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
LOUISIANA-PACIFIC CORPORATION
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 93-0609074
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
111 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)
<PAGE>
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.; Federal Deposit Insurance
Corporation, Washington, D.C.; The Board of Governors of the Federal
Reserve System, Washington D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF
THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the trustee now in
effect.
2. A copy of the certificate of authority of the trustee to commence
business.
3. A copy of the authorization of the trustee to exercise corporate
trust powers.
4. A copy of the existing by-laws of the trustee.
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.
8. Not Applicable.
<PAGE>
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Bank One Trust Company, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this Statement of Eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Chicago
and State of Illinois, on the 20th day of March, 2000.
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
TRUSTEE
BY /s/ John R. Prendiville
JOHN R. PRENDIVILLE
VICE PRESIDENT
<PAGE>
EXHIBIT 1
A COPY OF THE ARTICLES OF ASSOCIATION OF THE
TRUSTEE NOW IN EFFECT
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
FIRST. The title of this Association shall be BANK ONE TRUST COMPANY, National
Association.
SECOND. The main office of the Association shall be in the City of Columbus,
County of Franklin, State of Ohio.
The business of the Association will be limited to the fiduciary powers and the
support of activities incidental to the exercise of those powers. The
Association will not expand or alter its business beyond that stated in this
article without the prior approval of the Comptroller of the Currency.
THIRD. The Board of Directors of this Association shall consist of not less than
five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the full Board of
Directors or by resolution of a majority of the shareholders at any annual or
special meeting thereof. Each director shall own common or preferred stock of
the Association, or of a holding company owning the Association, with an
aggregate par, fair market or equity value of not less than $1,000, as of either
(i) the date of purchase, (ii) the date the person became a director, or (iii)
the date of that person's most recent election to the Board of Directors,
whichever is more recent. Any combination of common or preferred stock of the
Association or holding company may be used.
Any vacancy in the Board of Directors may be filled by action of a majority of
the remaining directors between meetings of shareholders. The Board of Directors
may not increase the number of directors between meetings of shareholders to a
number which: (1) exceeds by more than two the number of directors last elected
by shareholders where the number was 15 or less; or (2) exceeds by more than
four the number of directors last elected by shareholders where the number was
16 or more, but in no event shall the number of directors exceed 25.
Terms of directors, including directors selected to fill vacancies, shall expire
at the next regular meeting of shareholders at which directors are elected,
unless the directors resign or are removed from office.
Despite the expiration of a director's term, the director shall continue to
serve until his or her successor is elected and qualifies or until there is a
decrease in the number of directors and his or her position is eliminated.
Honorary or advisory members of the Board of Directors, without voting power or
power of final decision in matters concerning the business of the Association,
may be appointed by resolution of
<PAGE>
a majority of the full Board of Directors, or by resolution of shareholders at
any annual or special meeting. Honorary or advisory directors shall not be
counted to determine the number of directors of the Association or the presence
of a quorum in connection with any board action, and shall not be required to
own qualifying shares.
FOURTH. There shall be an annual meeting of the shareholders to elect directors
and transact whatever other business may be brought before the meeting. It shall
be held at the main office or any other convenient place the Board of Directors
may designate, on the day of each year specified therefor in the Bylaws or, if
that day falls on a legal holiday in the state in which the Association is
located, on the next following banking day. If no election is held on the day
fixed or in the event of a legal holiday on the following banking day, an
election may be held on any subsequent day within 60 days of the day fixed, to
be designated by the Board of Directors or, if the directors fail to fix the
day, by shareholders representing two-thirds of the shares issued and
outstanding. In all cases at least 10 days advance notice of the meeting shall
be given to the shareholders by first class mail.
In all elections of directors, the number of votes each common shareholder may
cast will be determined by multiplying the number of shares such shareholder
owns by the number of directors to be elected. Those votes may be cumulated and
cast for a single candidate or may be distributed among two or more candidates
in the manner selected by the shareholder. On all other questions, each common
shareholder shall be entitled to one vote for each share of stock held by such
shareholder. If the issuance of preferred stock with voting rights has been
authorized by a vote of shareholders owning a majority of the common stock of
the association, preferred shareholders will have cumulative voting rights and
will be included within the same class as common shareholders, for purposes of
elections of directors.
A director may resign at any time by delivering written notice to the Board of
Directors, its chairperson, or to the Association, which resignation shall be
effective when the notice is delivered unless the notice specifies a later
effective date.
A director may be removed by shareholders at a meeting called to remove him or
her, when notice of the meeting stating that the purpose or one of the purposes
is to remove him or her is provided, if there is a failure to fulfill one of the
affirmative requirements for qualification, or for cause, provided, however,
that a director may not be removed if the number of votes sufficient to elect
him or her under cumulative voting is voted against his or her removal.
FIFTH. The authorized amount of capital stock of this Association shall be
eighty thousand shares of common stock of the par value of ten dollars ($10.00)
each; but said capital stock may be increased or decreased from time to time,
according to the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of the Association shall
have any preemptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or to
any obligations convertible into stock of the Association, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the Board
of Directors, in its discretion, may from time to time determine and at such
price as the Board of Directors may from time to time fix.
<PAGE>
Unless otherwise specified in the Articles of Association or required by law,
(1) all matters requiring shareholder action, including amendments to the
Articles of Association, must be approved by shareholders owning a majority
voting interest in the outstanding voting stock, and (2) each shareholder shall
be entitled to one vote per share.
Unless otherwise specified in the Articles of Association or required by law,
all shares of voting stock shall be voted together as a class on any matters
requiring shareholder approval. If a proposed amendment would affect two or more
classes or series in the same or a substantially similar way, all the classes or
series so affected must vote together as a single voting group on the proposed
amendment.
Shares of the same class or series may be issued as a dividend on a pro rata
basis and without consideration. Shares of another class or series may be issued
as share dividends in respect of a class or series of stock if approved by a
majority of the votes entitled to be cast by the class or series to be issued
unless there are no outstanding shares of the class or series to be issued.
Unless otherwise provided by the Board of Directors, the record date for
determining shareholders entitled to a share dividend shall be the date the
Board of Directors authorizes the share dividend.
Unless otherwise provided in the Bylaws, the record date for determining
shareholders entitled to notice of and to vote at any meeting is the close of
business on the day before the first notice is mailed or otherwise sent to the
shareholders, provided that in no event may a record date be more than 70 days
before the meeting.
If a shareholder is entitled to fractional shares pursuant to preemptive rights,
a stock dividend, consolidation or merger, reverse stock split or otherwise, the
Association may: (a) issue fractional shares or; (b) in lieu of the issuance of
fractional shares, issue script or warrants entitling the holder to receive a
full share upon surrendering enough script or warrants to equal a full share;
(c) if there is an established and active market in the Association's stock,
make reasonable arrangements to provide the shareholder with an opportunity to
realize a fair price through sale of the fraction, or purchase of the additional
fraction required for a full share; (d) remit the cash equivalent of the
fraction to the shareholder; or (e) sell full shares representing all the
fractions at public auction or to the highest bidder after having solicited and
received sealed bids from at least three licensed stock brokers, and distribute
the proceeds pro rata to shareholders who otherwise would be entitled to the
fractional shares. The holder of a fractional share is entitled to exercise the
rights for shareholder, including the right to vote, to receive dividends, and
to participate in the assets of the Association upon liquidation, in proportion
to the fractional interest. The holder of script or warrants is not entitled to
any of these rights unless the script or warrants explicitly provide for such
rights. The script or warrants may be subject to such additional conditions as:
(1) that the script or warrants will become void if not exchanged for full
shares before a specified date; and (2) that the shares for which the script or
warrants are exchangeable may be sold at the option of the Association and the
proceeds paid to scriptholders.
The Association, at any time and from time to time, may authorize and issue debt
obligations, whether or not subordinated, without the approval of the
shareholders. Obligations classified as debt, whether or not subordinated, which
may be issued by the Association without the approval of shareholders, do not
carry voting rights on any issue, including an increase or decrease in the
aggregate number of the securities, or the exchange or reclassification of all
or part of securities into securities of another class or series.
<PAGE>
SIXTH. The Board of Directors shall appoint one of its members president of this
Association, and one of its members chairperson of the board and shall have the
power to appoint one or more vice presidents, a secretary who shall keep minutes
of the directors' and shareholders' meetings and be responsible for
authenticating the records of the Association, and such other officers and
employees as may be required to transact the business of this Association. A
duly appointed officer may appoint one or more officers or assistant officers if
authorized by the Board of Directors in accordance with the Bylaws.
The Board of Directors shall have the power to:
(1) Define the duties of the officers, employees, and agents of the
Association.
(2) Delegate the performance of its duties, but not the responsibility for
its duties, to the officers, employees, and agents of the Association.
(3) Fix the compensation and enter into employment contracts with its
officers and employees upon reasonable terms and conditions consistent
with applicable law.
(4) Dismiss officers and employees.
(5) Require bonds from officers and employees and to fix the penalty
thereof.
(6) Ratify written policies authorized by the Association's management or
committees of the board.
(7) Regulate the manner in which any increase or decrease of the capital of
the Association shall be made, provided that nothing herein shall
restrict the power of shareholders to increase or decrease the capital
of the association in accordance with law, and nothing shall raise or
lower from two-thirds the percentage for shareholder approval to
increase or reduce the capital.
(8) Manage and administer the business and affairs of the Association.
(9) Adopt initial Bylaws, not inconsistent with law or the Articles of
Association, for managing the business and regulating the affairs of
the Association.
(10) Amend or repeal Bylaws, except to the extent that the Articles of
Association reserve this power in whole or in part to shareholders.
(11) Make contracts.
(12) Generally perform all acts that are legal for a Board of Directors to
perform.
SEVENTH. The Board of Directors shall have the power to change the location of
the main office of this Association to any other place within the limits of the
City of Columbus, State of Ohio, without the approval of the shareholders; and
shall have the power to change the location of the main office of this
Association to any other place outside the limits of the City of Columbus, State
of Ohio, but not more than thirty miles beyond such limits, with the affirmative
<PAGE>
vote of shareholders owning two-thirds of the stock of the Association, subject
to receipt of a certificate of approval from the Comptroller of the Currency.
The Board of Directors shall have the power to establish or change the location
of any branch or branches of the Association to any other location permitted
under applicable law without the approval of the shareholders, subject to
approval by the Office of the Comptroller of the Currency. The Board of
Directors shall have the power to establish or change the location of any
nonbranch office or facility of the Association without the approval of the
shareholders.
EIGHTH. The corporate existence of this Association shall continue until
termination according to the laws of the United States.
NINTH. The Board of Directors of this Association, or any shareholders owning,
in the aggregate, not less than 20 percent of the stock of this Association, may
call a special meeting of shareholders at any time. Unless otherwise provided by
the Bylaws or the laws of the United States, or waived by shareholders, a notice
of the time, place, and purpose of every annual and special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least 10, and no more than 60, days prior to the date of the meeting to each
shareholder of record at his/her address as shown upon the books of this
Association. Unless otherwise provided by the Bylaws, any action requiring
approval of shareholders must be effected at a duly called annual or special
meeting.
TENTH. The Association shall provide indemnification as set forth below:
Every person who is or was a Director, officer or employee of the Association or
of any other corporation which he served as a Director, officer or employee at
the request of the Association as part of his regularly assigned duties may be
indemnified by the Association in accordance with the provisions of this Article
against all liability (including, without limitation, judgments, fines,
penalties, and settlements) and all reasonable expenses (including, without
limitation, attorneys' fees and investigative expenses) that may be incurred or
paid by him in connection with any claim, action, suit or proceeding, whether
civil, criminal or administrative (all referred to hereafter in this Article as
"Claims") or in connection with any appeal relating thereto in which he may
become involved as a party or otherwise or with which he may be threatened by
reason of his being or having been a Director, officer or employee of the
Association or such other corporation, or by reason of any action taken or
omitted by him in his capacity as such Director, officer or employee, whether or
not he continues to be such at the time such liability or expenses are incurred;
PROVIDED that nothing contained in this Article shall be construed to permit
indemnification of any such person who is adjudged guilty of, or liable for,
willful misconduct, gross neglect of duty or criminal acts, unless, at the time
such indemnification is sought, such indemnification in such instance is
permissible under applicable law and regulations, including published rulings of
the Comptroller of the Currency or other appropriate supervisory or regulatory
authority; and PROVIDED FURTHER that there shall be no indemnification of
Directors, officers, or employees against expenses, penalties, or other payments
incurred in an administrative proceeding or action instituted by an appropriate
regulatory agency which proceeding or action results in a final order assessing
civil money penalties or requiring affirmative action by an individual or
individuals in the form of payments to the Association.
Every person who may be indemnified under the provisions of this Article and who
has been wholly successful on the merits with respect to any Claim shall be
entitled to indemnification as
<PAGE>
of right. Except as provided in the preceding sentence, any indemnification
under this Article shall be at the sole discretion of the Board of Directors and
shall be made only if the Board of Directors or the Executive Committee acting
by a quorum consisting of Directors who are not parties to such Claim shall find
or if independent legal counsel (who may be the regular counsel of the
Association) selected by the Board of Directors or Executive Committee whether
or not a disinterested quorum exists shall render their opinion that in view of
all of the circumstances then surrounding the Claim, such indemnification is
equitable and in the best interests of the Association. Among the circumstances
to be taken into consideration in arriving at such a finding or opinion is the
existence or non-existence of a contract of insurance or indemnity under which
the Association would be wholly or partially reimbursed for such
indemnification, but the existence or non-existence of such insurance is not the
sole circumstance to be considered nor shall it be wholly determinative of
whether such indemnification shall be made. In addition to such finding or
opinion, no indemnification under this Article shall be made unless the Board of
Directors or the Executive Committee acting by a quorum consisting of Directors
who are not parties to such Claim shall find or if independent legal counsel
(who may be the regular counsel of the Association) selected by the Board of
Directors or Executive Committee whether or not a disinterested quorum exists
shall render their opinion that the Directors, officer or employee acted in good
faith in what he reasonably believed to be the best interests of the Association
or such other corporation and further in the case of any criminal action or
proceeding, that the Director, officer or employee reasonably believed his
conduct to be lawful. Determination of any Claim by judgment adverse to a
Director, officer or employee by settlement with or without Court approval or
conviction upon a plea of guilty or of NOLO CONTENDERE or its equivalent shall
not create a presumption that a Director, officer or employee failed to meet the
standards of conduct set forth in this Article. Expenses incurred with respect
to any Claim may be advanced by the Association prior to the final disposition
thereof upon receipt of an undertaking satisfactory to the Association by or on
behalf of the recipient to repay such amount unless it is ultimately determined
that he is entitled to indemnification under this Article.
The rights of indemnification provided in this Article shall be in addition to
any rights to which any Director, officer or employee may otherwise be entitled
by contract or as a matter of law. Every person who shall act as a Director,
officer or employee of this Association shall be conclusively presumed to be
doing so in reliance upon the right of indemnification provided for in this
Article.
ELEVENTH. These Articles of Association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this Association, unless the vote of the holders of a greater
amount of stock is required by law, and in that case by the vote of the holders
of such greater amount. The Association's Board of Directors may propose one or
more amendments to the Articles of Association for submission to the
shareholders.
<PAGE>
EXHIBIT 2
A COPY OF THE CERTIFICATE OF AUTHORITY OF THE
TRUSTEE TO COMMENCE BUSINESS
CERTIFICATE
I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324,
et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody
and control of all records pertaining to the chartering of all National Banking
Associations.
2. "Bank One Trust Company, National Association," Columbus, Ohio,
(Charter No. 16235) is a National Banking Association formed under the laws of
the United States and is authorized thereunder to transact the business of
banking on the date of this Certificate.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
office to be affixed to these presents at the
Treasury Department in the City of
Washington and District of Columbia, this
15th day of September, 1999.
/s/ John D. Hawke, Jr.
---------------------------
Comptroller of the Currency
<PAGE>
EXHIBIT 3
A COPY OF THE AUTHORIZATION OF THE TRUSTEE
TO EXERCISE CORPORATE TRUST POWERS
CERTIFICATE
I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et
seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. "Bank One Trust Company, National Association," Columbus, Ohio,
(Charter No. 16235) was granted, under the hand and seal of the Comptroller, the
right to act in all fiduciary capacities authorized under the provisions of the
Act of Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and
that the authority so granted remains in full force and effect on the date of
this Certificate.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
office to be affixed to these presents at the
Treasury Department in the City of
Washington and District of Columbia, this
15th day of September, 1999.
/s/ John D. Hawke, Jr.
------------------------
Comptroller of the Currency
<PAGE>
EXHIBIT 4
A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE
BANK ONE TRUST COMPANY, National Association
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the shareholders of
the Bank for the election of Directors and for the transaction of such business
as may properly come before the meeting shall be held at its main office, or
other convenient place duly authorized by the Board of Directors, on the same
day upon which any regular or special Board meeting is held from and including
the first Monday of January to, and including, the fourth Monday of February of
each year, or on the next succeeding banking day, if the day fixed falls on a
legal holiday. If from any cause, an election of Directors is not made on the
day fixed for the regular meeting of the shareholders or, in the event of a
legal holiday, on the next succeeding banking day, the Board of Directors shall
order the election to be held on some subsequent day, as soon thereafter as
practicable, according to the provisions of law; and notice thereof shall be
given in the manner herein provided for the annual meeting. Notice of such
annual meeting shall be given by or under the direction of the Secretary, or
such other officer as may be designated by the Chief Executive Officer, by
first-class mail, postage prepaid, to all shareholders of record of the Bank at
their respective addresses as shown upon the books of the Bank mailed not less
than ten days prior to the date fixed for such meeting.
SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders of the
Bank may be called at any time by the Board of Directors or by any three or more
shareholders owning, in the aggregate, not less than ten percent of the stock of
the Bank. Notice of any special meeting of the shareholders called by the Board
of Directors, stating the time, place and purpose of the meeting, shall be given
by or under the direction of the Secretary, or such other officer as is
designated by the Chief Executive Officer, by first-class mail, postage prepaid,
to all shareholders of record of the Bank at their respective addresses as shown
upon the books of the Bank mailed not less than ten days prior to the date fixed
for such meeting. Any special meeting of shareholders shall be conducted and its
proceedings recorded in the manner prescribed in these By-Laws for annual
meetings of shareholders.
SECTION 1.03. SECRETARY OF MEETING OF SHAREHOLDERS. The Board of Directors may
designate a person to be the secretary of the meeting of shareholders. In the
absence of a presiding officer, as designated by these By-Laws, the Board of
Directors may designate a person to act as the presiding officer. In the event
the Board of Directors fails to designate a person to preside at a meeting of
shareholders and a secretary of such meeting, the shareholders present or
represented shall elect a person to preside and a person to serve as secretary
of the meeting. The secretary of the meeting of shareholders shall cause the
returns made by the judges of election and other proceedings to be recorded in
the minute books of the Bank. The presiding officer shall notify the
Directors-elect of their election and to meet forthwith for the organization of
the new Board of Directors. The minutes of the meeting shall be signed by the
presiding officer and the secretary designated for the meeting.
SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint as many as
three shareholders to be judges of the election, who shall hold and conduct the
same, and who shall, after the election has been held, notify, in writing over
their signatures, the secretary of the
<PAGE>
meeting of shareholders of the result thereof and the names of the Directors
elected; provided, however, that upon failure for any reason of any judge or
judges of election, so appointed by the Directors, to serve, the presiding
officer of the meeting shall appoint other shareholders or their proxies to fill
the vacancies. The judges of election, at the request of the chairman of the
meeting, shall act as tellers of any other vote by ballot taken at such meeting,
and shall notify, in writing over their signature, the secretary of the Board of
Directors of the result thereof.
SECTION 1.05. PROXIES. In all elections of Directors, each shareholder of
record, who is qualified to vote under the provisions of Federal Law, shall have
the right to vote the number of shares of record in such shareholder's name for
as many persons as there are Directors to be elected, or to cumulate such shares
as provided by Federal Law. In deciding all other questions at meetings of
shareholders, each shareholder shall be entitled to one vote on each share of
stock of record in such shareholder's name. Shareholders may vote by proxy duly
authorized in writing. All proxies used at the annual meeting shall be secured
for that meeting only, or any adjournment thereof, and shall be dated, if not
dated by the shareholder, as of the date of the receipt thereof. No officer or
employee of this Bank may act as proxy.
SECTION 1.06. QUORUM. Holders of record of a majority of the shares of the
capital stock of the Bank, eligible to be voted, present either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of shareholders, but shareholders present at any meeting and constituting less
than a quorum may, without further notice, adjourn the meeting from time to time
until a quorum is obtained. A majority of the votes cast shall decide every
question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.
ARTICLE II
DIRECTORS
SECTION 2.01. QUALIFICATIONS. Each Director shall have the qualifications
prescribed by law. No person elected as a Director may exercise any of the
powers of office until such Director has taken the oath of such office.
SECTION 2.02. VACANCIES. Directors of the Bank shall hold office for one year or
until their successors are elected and qualified. Any vacancy in the Board shall
be filled by appointment of the remaining Directors, and any Director so
appointed shall hold office until the next election.
SECTION 2.03. ORGANIZATION MEETING. The Directors elected by the shareholders
shall meet for organization of the new Board of Directors at the time and place
fixed by the presiding officer of the annual meeting. If at the time fixed for
such meeting there is no quorum present, the Directors in attendance may adjourn
from time to time until a quorum is obtained. A majority of the number of
Directors elected by the shareholders shall constitute a quorum for the
transaction of business.
<PAGE>
SECTION 2.04. REGULAR MEETINGS. The regular meetings of the Board of Directors
shall be held at such date, time and place as the Board may previously
designate, or should the Board fail to so designate, at such date, time and
place as the Chairman of the Board, Chief Executive Officer, or President may
fix. Whenever a quorum is not present, the Directors in attendance shall adjourn
the meeting to a time not later than the date fixed by the By-Laws for the next
succeeding regular meeting of the Board. Members of the Board of Directors may
participate in such meetings through use of conference telephone or similar
communications equipment, so long as all members participating in such meetings
can hear one another.
SECTION 2.05. SPECIAL MEETINGS. Special meetings of the Board of Directors shall
be held at the call of the Chairman of the Board, Chief Executive Officer, or
President, or at the request of two or more Directors. Any special meeting may
be held at such place and at such time as may be fixed in the call. Written or
oral notice shall be given to each Director not later than the day next
preceding the day on which the special meeting is to be held, which notice may
be waived in writing. The presence of a Director at any meeting of the Board of
Directors shall be deemed a waiver of notice thereof by such Director. Whenever
a quorum is not present, the Directors in attendance shall adjourn the special
meeting from day to day until a quorum is obtained. Members of the Board of
Directors may participate in such meetings through use of conference telephone
or similar communications equipment, so long as all members participating in
such meetings can hear one another.
SECTION 2.06. QUORUM. A majority of the Directors shall constitute a quorum at
any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time-to-time, and the meeting may be held, as
adjourned, without further notice. When, however, less than a quorum as herein
defined, but at least one-third and not less than two of the authorized number
of Directors are present at a meeting of the Directors, business of the Bank may
be transacted and matters before the Board approved or disapproved by the
unanimous vote of the Directors present.
SECTION 2.07. COMPENSATION. Each member of the Board of Directors shall receive
such fees for attendance at Board and Board committee meetings and such fees for
service as a Director, irrespective of meeting attendance, as from time to time
are fixed by resolution of the Board; provided, however, that payment hereunder
shall not be made to a Director for meetings attended and/or Board service which
are not for the Bank's sole benefit and which are concurrent and duplicative
with meetings attended or Board service for an affiliate of the Bank for which
the Director receives payment; and provided further that fees hereunder shall
not be paid in the case of any Director in the regular employment of the Bank or
of one of its affiliates. Each member of the Board of Directors, whether or not
such Director is in the regular employment of the Bank or of one of its
affiliates, shall be reimbursed for travel expenses incident to attendance at
Board and Board committee meetings.
SECTION 2.08. EXECUTIVE COMMITTEE. There may be a standing committee of the
Board of Directors known as the Executive Committee which shall possess and
exercise, when the Board is not in session, all the powers of the Board that may
lawfully be delegated. The Executive Committee shall consist of at least three
Board members, one of whom shall be the Chairman of the Board, Chief Executive
Officer or the President. The other members of the
<PAGE>
Executive Committee shall be appointed by the Chairman of the Board, the Chief
Executive Officer, or the President, with the approval of the Board, and who
shall continue as members of the Executive Committee until their successors are
appointed, provided, however, that any member of the Executive Committee may be
removed by the Board upon a majority vote thereof at any regular or special
meeting of the Board. The Chairman, Chief Executive Officer, or President shall
fill any vacancy in the Executive Committee by the appointment of another
Director, subject to the approval of the Board of Directors. The Executive
Committee shall meet at the call of the Chairman, Chief Executive Officer, or
President or any two members thereof at such time or times and place as may be
designated. In the event of the absence of any member or members of the
Executive Committee, the presiding member may appoint a member or members of the
Board to fill the place or places of such absent member or members to serve
during such absence. Two members of the Executive Committee shall constitute a
quorum. When neither the Chairman of the Board, the Chief Executive Officer, nor
President are present, the Executive Committee shall appoint a presiding
officer. The Executive Committee shall report its proceedings and the action
taken by it to the Board of Directors.
SECTION 2.09. OTHER COMMITTEES. The Board of Directors may appoint such special
committees from time to time as are in its judgment necessary in the interest of
the Bank.
ARTICLE III
OFFICERS, MANAGEMENT STAFF AND EMPLOYEES
SECTION 3.01. OFFICERS AND MANAGEMENT STAFF.
(a) The executive officers of the Bank shall include a Chairman of the Board,
Chief Executive Officer, President, Chief Financial Officer, Secretary, Security
Officer, and may include one or more Senior Managing Directors or Managing
Directors. The Chairman of the Board, Chief Executive Officer, President, any
Senior Managing Director, any Managing Director, Chief Financial Officer,
Secretary, and Security Officer shall be elected by the Board. The Chairman of
the Board, Chief Executive Officer, and the President shall be elected by the
Board from their own number. Such officers as the Board shall elect from their
own number shall hold office from the date of their election as officers until
the organization meeting of the Board of Directors following the next annual
meeting of shareholders, provided, however, that such officers may be relieved
of their duties at any time by action of the Board of Directors, in which event
all the powers incident to their office shall immediately terminate. The
Chairman of the Board, Chief Executive Officer, or the President shall preside
at all meetings of shareholders and meetings of the Board of Directors.
(b) The management staff of the Bank shall include officers elected by the
Board, officers appointed by the Chairman of the Board, the Chief Executive
Officer, the President, any Senior Managing Director, any Managing Director, the
Chief Financial Officer, and such other persons in the employment of the Bank
who, pursuant to authorization by a duly authorized officer of the Bank, perform
management functions and have management responsibilities. Any two or more
offices may be held by the same person except that no person shall hold the
office of Chairman of the Board, Chief Executive Officer and/or President and at
the same time also hold the office of Secretary.
<PAGE>
(c) Except as provided in the case of the elected officers who are members of
the Board, all officers and employees, whether elected or appointed, shall hold
office at the pleasure of the Board. Except as otherwise limited by law or these
By-Laws, the Board assigns to the Chairman of the Board, the Chief Executive
Officer, the President, any Senior Managing Director, any Managing Director, the
Chief Financial Officer, and/or each of their respective designees the authority
to control all personnel, including elected and appointed officers and employees
of the Bank, to employ or direct the employment of such officers and employees
as he or she may deem necessary, including the fixing of salaries and the
dismissal of such officers and employees at pleasure, and to define and
prescribe the duties and responsibilities of all officers and employees of the
Bank, subject to such further limitations and directions as he or she may from
time to time deem appropriate.
(d) The Chairman of the Board, the Chief Executive Officer, the President, any
Senior Managing Director, any Managing Director, the Chief Financial Officer,
and any other officer of the Bank, to the extent that such officer is authorized
in writing by the Chairman of the Board, the Chief Executive Officer, the
President, any Senior Managing Director, any Managing Director, or the Chief
Financial Officer may appoint persons other than officers who are in employment
of the Bank to serve in management positions and in connection therewith, the
appointing officer may assign such title, salary, responsibilities and functions
as are deemed appropriate, provided, however, that nothing contained herein
shall be construed as placing any limitation on the authority of the Chairman of
the Board, the Chief Executive Officer, the President, any Senior Managing
Director, any Managing Director, or the Chief Financial Officer as provided in
this and other sections of these By-Laws.
(e) The Senior Managing Directors and the Managing Directors of the Bank shall
have general and active authority over the management of the business of the
Bank, shall see that all orders and resolutions of the Board of Directors are
carried into effect, and shall do or cause to be done all things necessary or
proper to carry on the business of the Bank in accordance with provisions of
applicable law and regulations. Each Senior Managing Director and Managing
Director shall perform all duties incident to his or her office and such other
and further duties, as may from time to time be required by the Chief Executive
Officer, the President, the Board of Directors, or the shareholders. The
specification of authority in these By-Laws wherever and to whomever granted
shall not be construed to limit in any manner the general powers of delegation
granted to a Senior Managing Director or a Managing Director in conducting the
business of the Bank. In the absence of a Senior Managing Director or a Managing
Director, such officer as is designated by the Senior Managing Director or the
Managing Director shall be vested with all the powers and perform all the duties
of the Senior Managing Director or the Managing Director as defined by these
By-Laws.
(f) Each Managing Director who is assigned oversight of one or more trust
service offices shall appoint a management committee known as the Investment
Management and Trust Committee consisting of the Managing Director of the trust
service offices and at least three other members who shall be capable and
experienced officers of the Bank appointed from time to time by the Managing
Director and who shall continue as members of the Investment Management and
Trust Committee until their successors are appointed, provided, however, that
any member of the
<PAGE>
Investment Management and Trust Committee may be removed by the Managing
Director as provided in this and other sections of these By-Laws. The Managing
Director shall fill any vacancy in the Investment Management and Trust Committee
by the appointment of another capable and experienced officer of the Bank. Each
Investment Management and Trust Committee shall meet at such date, time and
place as the Managing Director shall fix. In the event of the absence of any
member or members of the Investment Management and Trust Committee, the Managing
Director may, in his or her discretion, appoint another officer of the Bank to
fill the place or places of such absent member or members to serve during such
absence. A majority of each Investment Management and Trust Committee shall
constitute a quorum. Each Investment Management and Trust Committee shall carry
out the policies of the Bank, as adopted by the Board of Directors, which shall
be formulated and executed in accordance with State and Federal Law, Regulations
of the Comptroller of the Currency, and sound fiduciary principles. In carrying
out the policies of the Bank, each Investment Management and Trust Committee is
hereby authorized to establish management teams whose duties and
responsibilities shall be specifically set forth in the policies of the Bank.
Each such management team shall report such proceedings and the actions taken
thereby to the Investment Management and Trust Committee. Each Managing Director
shall then report such proceedings and the actions taken thereby to the Board of
Directors.
SECTION 3.02. POWERS AND DUTIES OF MANAGEMENT STAFF. Pursuant to the fiduciary
powers granted to this Bank under the provisions of Federal Law and Regulations
of the Comptroller of the Currency, the Chairman of the Board, the Chief
Executive Officer, the President, the Senior Managing Directors, the Managing
Directors, the Chief Financial Officer, and those officers so designated and
authorized by the Chairman of the Board, the Chief Executive Officer, the
President, the Senior Managing Directors, the Managing Directors, or the Chief
Financial Officer are authorized for and on behalf of the Bank, and to the
extent permitted by law, to make loans and discounts; to purchase or acquire
drafts, notes, stocks, bonds, and other securities for investment of funds held
by the Bank; to execute and purchase acceptances; to appoint, empower and direct
all necessary agents and attorneys; to sign and give any notice required to be
given; to demand payment and/or to declare due for any default any debt or
obligation due or payable to the Bank upon demand or authorized to be declared
due; to foreclose any mortgages; to exercise any option, privilege or election
to forfeit, terminate, extend or renew any lease; to authorize and direct any
proceedings for the collection of any money or for the enforcement of any right
or obligation; to adjust, settle and compromise all claims of every kind and
description in favor of or against the Bank, and to give receipts, releases and
discharges therefor; to borrow money and in connection therewith to make,
execute and deliver notes, bonds or other evidences of indebtedness; to pledge
or hypothecate any securities or any stocks, bonds, notes or any property real
or personal held or owned by the Bank, or to rediscount any notes or other
obligations held or owned by the Bank, whenever in his or her judgment it is
reasonably necessary for the operation of the Bank; and in furtherance of and in
addition to the powers hereinabove set forth to do all such acts and to take all
such proceedings as in his or her judgment are necessary and incidental to the
operation of the Bank.
SECTION 3.03. SECRETARY. The Secretary or such other officers as may be
designated by the Chief Executive Officer shall have supervision and control of
the records of the Bank and, subject to the direction of the Chief Executive
Officer, shall undertake other duties and functions
<PAGE>
usually performed by a corporate secretary. Other officers may be designated by
the Secretary as Assistant Secretary to perform the duties of the Secretary.
SECTION 3.04. EXECUTION OF DOCUMENTS. Any member of the Bank's management staff
or any employee of the Bank designated as an officer on the Bank's payroll
system is hereby authorized for and on behalf of the Bank to sell, assign,
lease, mortgage, transfer, deliver and convey any real or personal property,
including shares of stock, bonds, notes, certificates of indebtedness (including
the assignment and redemption of registered United States obligations) and all
other forms of intangible property now or hereafter owned by or standing in the
name of the Bank, or its nominee, or held by the Bank as collateral security, or
standing in the name of the Bank, or its nominee, in any fiduciary capacity or
in the name of any principal for whom this Bank may now or hereafter be acting
under a power of attorney or as agent, and to execute and deliver such partial
releases from any discharges or assignments of mortgages and assignments or
surrender of insurance policies, deeds, contracts, assignments or other papers
or documents as may be appropriate in the circumstances now or hereafter held by
the Bank in its own name, in a fiduciary capacity, or owned by any principal for
whom this Bank may now or hereafter be acting under a power of attorney or as
agent; provided, however, that, when necessary, the signature of any such person
shall be attested or witnessed in each case by another officer of the Bank. Any
member of the Bank's management staff or any employee of the Bank designated as
an officer on the Bank's payroll system is hereby authorized for and on behalf
of the Bank to execute any indemnity and fidelity bonds, trust agreements,
proxies or other papers or documents of like or different character necessary,
desirable or incidental to the appointment of the Bank in any fiduciary
capacity, the conduct of its business in any fiduciary capacity, or the conduct
of its other banking business; to sign and issue checks, drafts, orders for the
payment of money and certificates of deposit; to sign and endorse bills of
exchange, to sign and countersign foreign and domestic letters of credit, to
receive and receipt for payments of principal, interest, dividends, rents, fees
and payments of every kind and description paid to the Bank, to sign receipts
for money or other property acquired by or entrusted to the Bank, to guarantee
the genuineness of signatures on assignments of stocks, bonds or other
securities, to sign certifications of checks, to endorse and deliver checks,
drafts, warrants, bills, notes, certificates of deposit and acceptances in all
business transactions of the Bank; also to foreclose any mortgage, to execute
and deliver receipts for any money or property; also to sign stock certificates
for and on behalf of this Bank as transfer agent or registrar, and to
authenticate bonds, debentures, land or lease trust certificates or other forms
of security issued pursuant to any indenture under which this Bank now or
hereafter is acting as trustee or in any other fiduciary capacity; to execute
and deliver various forms of documents or agreements necessary to effectuate
certain investment strategies for various fiduciary or custody customers of the
Bank, including, without limitation, exchange funds, options, both listed and
over-the-counter, commodities trading, futures trading, hedge funds, limited
partnerships, venture capital funds, swap or collar transactions and other
similar investment vehicles for which the Bank now or in the future may deem
appropriate for investment of fiduciary customers or in which non-fiduciary
customers may direct investment by the Bank.
Without limitation on the foregoing, the Chief Executive Officer, Chairman of
the Board, or President of the Bank shall have the authority from time to time
to appoint officers of the Bank as Vice President for the sole purpose of
executing releases or other documents incidental to the
<PAGE>
conduct of the Bank's business in any fiduciary capacity where required by state
law or the governing document. In addition, other persons in the employment of
the Bank or its affiliates may be authorized by the Chief Executive Officer,
Chairman of the Board, President, Senior Managing Directors, Managing Directors,
or Chief Financial Officer to perform acts and to execute the documents
described in the paragraph above, subject, however, to such limitations and
conditions as are contained in the authorization given to such person.
SECTION 3.05. PERFORMANCE BOND. All officers and employees of the Bank shall be
bonded for the honest and faithful performance of their duties for such amount
as may be prescribed by the Board of Directors.
ARTICLE IV
STOCKS AND STOCK CERTIFICATES
SECTION 4.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be
evidenced by certificates which shall bear the signature of the Chairman of the
Board, the Chief Executive Officer, or the President (which signature may be
engraved, printed or impressed), and shall be signed manually by the Secretary,
or any other officer appointed by the Chief Executive Officer for that purpose.
In case any such officer who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Bank with the same effect as if
such officer had not ceased to be such at the time of its issue. Each such
certificate shall bear the corporate seal of the Bank, shall recite on its face
that stock represented thereby is transferable only upon the books of the Bank
when properly endorsed and shall recite such other information as is required by
law and deemed appropriate by the Board. The corporate seal may be facsimile
engraved or printed.
SECTION 4.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall be
transferable only upon the stock transfer books of the Bank and, except as
hereinafter provided, no transfer shall be made or new certificates issued
except upon the surrender for cancellation of the certificate or certificates
previously issued therefor. In the case of the loss, theft, or destruction of
any certificate, a new certificate may be issued in place of such certificate
upon the furnishing of an affidavit setting forth the circumstances of such
loss, theft, or destruction and indemnity satisfactory to the Chairman of the
Board, the Chief Executive Officer, or the President. The Board of Directors or
the Chairman of the Board, Chief Executive Officer, or the President may
authorize the issuance of a new certificate therefor without the furnishing of
indemnity. Stock transfer books, in which all transfers of stock shall be
recorded, shall be provided. The stock transfer books may be closed for a
reasonable period and under such conditions as the Board of Directors may at any
time determine, for any meeting of shareholders, the payment of dividends or any
other lawful purpose. In lieu of closing the transfer books, the Board of
Directors may, in its discretion, fix a record date and hour constituting a
reasonable period prior to the day designated for the holding of any meeting of
the shareholders or the day appointed for the payment of any dividend, or for
any other purpose at the time as of which shareholders entitled to notice of and
to vote at any such meeting or to receive such dividend or to be treated as
shareholders for such other purpose shall be determined, and only shareholders
of
<PAGE>
record at such time shall be entitled to notice of or to vote at such meeting or
to receive such dividends or to be treated as shareholders for such other
purpose.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.01. SEAL. The seal of the Bank shall be circular in form with "SEAL"
in the center, and the name "BANK ONE TRUST COMPANY, National Association"
located clockwise around the upper half of the seal.
SECTION 5.02. MINUTE BOOK. The organization papers of this Bank, the Articles of
Association, the returns of judges of elections, the By-Laws and any amendments
thereto, the proceedings of all regular and special meetings of the shareholders
and of the Board of Directors, and reports of the committees of the Board of
Directors shall be recorded in the minute books of the Bank. The minutes of each
such meeting shall be signed by the presiding officer and attested by the
secretary of the meeting.
SECTION 5.03. CORPORATE POWERS. The corporate existence of the Bank shall
continue until terminated in accordance with the laws of the United States. The
purpose of the Bank shall be to carry on the general business of a commercial
bank trust department and to engage in such activities as are necessary,
incident, or related to such business. The Articles of Association of the Bank
shall not be amended, or any other provision added elsewhere in the Articles
expanding the powers of the Bank, without the prior approval of the Comptroller
of the Currency.
SECTION 5.04. AMENDMENT OF BY-LAWS. The By-Laws may be amended, altered or
repealed, at any regular or special meeting of the Board of Directors, by a vote
of a majority of the Directors.
<PAGE>
As amended April 24, 1991 Section 3.01 (Officers and Management Staff)
Section 3.02 (Chief Executive Officer)
Section 3.03 (Powers and Duties of Officers and
Management Staff)
Section 3.05 (Execution of Documents)
As amended January 27, 1995 Section 2.04 (Regular Meetings)
Section 2.05 (Special Meetings)
Section 3.01(f) (Officers and Management Staff)
Section 3.03(e) (Powers and Duties of Officers
and Management Staff)
Section 5.01 (Seal)
Amended and restated in its entirety effective May 1, 1996
As amended August 1, 1996 Section 2.09 (Trust Examining Committee)
Section 2.10 (Other Committees)
As amended October 16, 1997 Section 3.01 (Officers and Management Staff)
Section 3.02 (Powers and Duties of Officers and
Management Staff)
Section 3.04 (Execution of Documents)
As amended January 1, 1998 Section 1.01 (Annual Meeting)
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
March 20, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture between Louisiana-Pacific
Corporation and Bank One Trust Company, National Association, as Trustee, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
BY: /S/ JOHN R. PRENDIVILLE
-----------------------
JOHN R. PRENDIVILLE
VICE PRESIDENT
<PAGE>
EXHIBIT 7
<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 12/31/99 State #: 391581 FFIEC 032
Address: 100 Broad Street Vendor ID: D Cert #: 21377 Page RC-1
City, State Zip: Columbus, OH 43271 Transit #: 04400003
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1999
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS C300
-------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A): RCON
a. Noninterest-bearing balances and currency and coin(1)................... 0081 123,692 1.a
b. Interest-bearing balances(2)............................................ 0071 17,687 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)............... 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)............ 1773 5,860 2.b
3. Federal funds sold and securities purchased under agreements to
resell..................................................................... 1350 364,813 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RCON
RC-C)...................................................................... 2122 58,020 4.a
b. LESS: Allowance for loan and lease losses............................... 3123 10 4.b
c. LESS: Allocated transfer risk reserve................................... 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and RCON
reserve (item 4.a minus 4.b and 4.c).................................... 2125 58,010 4.d
5. Trading assets (from Schedule RD-D)........................................ 3545 0 5.
6. Premises and fixed assets (including capitalized leases)................... 2145 22,547 6.
7. Other real estate owned (from Schedule RC-M)............................... 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................................. 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding............... 2155 0 9.
10. Intangible assets (from Schedule RC-M)..................................... 2143 27,151 10.
11. Other assets (from Schedule RC-F).......................................... 2160 141,759 11.
12. Total assets (sum of items 1 through 11)................................... 2170 761,519 12.
</TABLE>
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 12/31/99 State #: 391581 FFIEC 032
Address: 100 Broad Street Vendor ID: D Cert #: 21377 Page RC-2
City, State Zip: Columbus, OH 43271 Transit #: 04400003
</TABLE>
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS
---------
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C RCON
from Schedule RC-E, part 1)............................................. 2200 589,846 13.a
(1) Noninterest-bearing(1).............................................. 6631 517,140 13.a1
(2) Interest-bearing.................................................... 6636 72,706 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)......................................
(1) Noninterest bearing.................................................
(2) Interest-bearing....................................................
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 0 14
15. a. Demand notes issued to the U.S. Treasury................................ RCON 2840 0 15.a
b. Trading Liabilities(from Sechedule RC-D)................................ RCFD 3548 0 15.b
16. Other borrowed money: RCON
a. With original maturity of one year or less.............................. 2332 0 16.a
b. With original maturity of more than one year........................... A547 0 16.b
c. With original maturity of more than three years........................ A548 0 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding.................... 2920 0 18.
19. Subordinated notes and debentures.......................................... 3200 0 19.
20. Other liabilities (from Schedule RC-G)..................................... 2930 63,244 20.
21. Total liabilities (sum of items 13 through 20)............................. 2948 653,090 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.............................. 3838 0 23.
24. Common stock............................................................... 3230 800 24.
25. Surplus (exclude all surplus related to preferred stock)................... 3839 45,157 25.
26. a. Undivided profits and capital reserves.................................. 3632 62,458 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities.............................................................. 8434 14 26.b
c. Accumulated net gains (losses) on cash flow hedges...................... 4336 0 26.c
27. Cumulative foreign currency translation adjustments........................
28. Total equity capital (sum of items 23 through 27).......................... 3210 108,429 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)...................................... 3300 761,519 29.
</TABLE>
Memorandum
M.1.
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
describes the most
2. comprehensive level of auditing work performed for the bank by independent
external auditors as of any date during 1996
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm
which submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated
holding company (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority)
4. = Directors' examination of the bank performed by other external
auditors (may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- --------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
