SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 12 OR 15 (d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: October 31, 1996
GREENSTONE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
0-24504 52-1827142
(Commission File Number) (IRS Employer ID Number)
6500 Rock Spring Drive, Suite 400, Bethesda, MD 20817
(Address of principal executive offices)
Registrant's telephone number, including area code: (301) 564-5900
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Item 5. Other Items.
On October 28, 1996, registrant issued a press release concerning the
signing of a definitive merger agreement with Louisiana-Pacific Corp. A copy of
the release is filed as Exhibit 28 hereto.
Item 7. Exhibits.
Exhibit 99 - Form of press release dated and released October 28, 1996,
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
GREENSTONE INDUSTRIES, INC., a Delaware corporation
By: /s/ John Bernardi
---------------------------
John R. Bernardi
Chief Financial Officer
Date: October 31, 1996
Exhibit 99
FOR IMMEDIATE RELEASE: Monday, October 28, 1996
GREENSTONE INDUSTRIES SIGNS DEFINITIVE MERGER
AGREEMENT WITH LOUISIANA-PACIFIC
BETHESDA, MD -- GreenStone Industries, Inc. (NASDAQ/NM: STON) announced today it
has signed a definitive merger agreement to be acquired by Louisiana-Pacific
Corporation (NYSE:LPX). Public shareholders of GreenStone will receive $5.25 per
share in cash. Management and certain affiliated shareholders will receive
restricted securities of Louisiana-Pacific of equivalent value. The merger
agreement has been approved by the boards of directors of both GreenStone and
L-P. The Company expects to hold a meeting of its shareholders in December to
vote on the proposed merger. Closing of the acquisition is subject to approval
by GreenStone's shareholders, including approval by a majority of the public
shareholders, obtaining various third-party consents, and certain regulatory
approvals, among other things.
"We are excited by the prospect of joining Louisiana-Pacific. Our value-added
products, made primarily from recycled paper, are a good match for L-P's
strategic focus. We expect that the combination of the respective strengths of
our companies will contribute to significantly increasing the market for our
superior cellulose insulation products," said Eric Oganesoff, chairman and chief
executive officer of GreenStone Industries.
Under the terms of the agreement L-P has agreed with GreenStone to reduce the
exercise price of GreenStone's publicly traded common stock purchase warrants
(NASDAQ/NM:STONW) to $4.95, for a period of 60 days following the closing of
the merger, which will allow the holders thereof to receive a net amount of
$0.30 for each share represented by such purchase warrants.
The terms of the agreements between the parties also provide that GreenStone
would be required to pay a break-up fee of up to $500,000 if the transaction is
terminated under specified circumstances, including if the board of directors of
GreenStone, in the exercise of its fiduciary duties, withdraws its
recommendation of the merger, and GreenStone is acquired by another purchaser.
GreenStone Industries manufactures high quality cellulose insulation and
specialty fibers from recycled paper -- primarily old newspaper.
Additional information about the company's products and services, financial data
and other information can be found at the company's web site on the Internet at
http://www.ston.com.
CONTACT: John R. Bernardi, chief financial officer, (301) 564-5900
