GREENSTONE INDUSTRIES INC
8-K, 1996-11-12
CONVERTED PAPER & PAPERBOARD PRODS (NO CONTANERS/BOXES)
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                       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: November 12, 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


<PAGE>

Item 5.  Other Items.

         On November 8, 1996,  registrant issued a press release  concerning the
company's third quarter and nine months results.  A copy of the release is filed
as Exhibit 99 hereto.

Item 7.  Exhibits.

         Exhibit 99 - Form of press release dated and released November 8, 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:    November 12, 1996


<PAGE>

FOR IMMEDIATE RELEASE:                      Friday, November 8, 1996

                 GREENSTONE INDUSTRIES ANNOUNCES THIRD QUARTER
                             AND NINE MONTH RESULTS

BETHESDA, MARYLAND -- GreenStone Industries, Inc. (NASDAQ/NM: STON, STONW) today
announced  results  for  the  third  quarter and nine months ended September 28,
1996.

Net sales were  $10,792,000  for the third quarter  ended  September 28, 1996, a
decrease of 2% from  $10,962,000  for the quarter ended  September 30, 1995. Net
income  improved to $242,000 for the quarter  ended  September 28, 1996 compared
with a net loss of  $(820,000)  for the quarter ended  September  30, 1995.  Per
share  earnings for the third quarter of 1996  increased to $0.04 from a loss of
$(0.14) per share for the third quarter of 1995.

For the nine month period ended  September 28, 1996,  net sales  increased  $1.3
million or 4% to $30.2  million from $28.9 for the nine months  ended  September
30, 1995.  Net income  improved to $480,000 for the nine months ended  September
28, 1996  compared  with a net loss of  $(1,369,000)  for the nine months  ended
September 30, 1995. Per share  earnings for the nine months ended  September 28,
1996  increased  to  $0.07  from a loss of  $(0.25)  for the nine  months  ended
September 30, 1995.

On October 28, 1996,  the company  announced  it had signed a definitive  merger
agreement to be acquired by Louisiana-Pacific Corporation (NYSE:LPX). Closing of
the  acquisition  is  subject  to  approval  by  GreenStone's  shareholders  and
regulatory filings, among other things.

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

                                (table follows)

<PAGE>


                          GreenStone Industries, Inc.
<TABLE>
<CAPTION>
          Consolidated Condensed Statements of Operations (unaudited)
- -----------------------------------------------------------------------------------------------------------------------------
                                                      Quarter Ended                               Nine Months Ended
                                         ---------------------------------------       --------------------------------------
                                               Sept. 28,             Sept. 30,              Sept. 28,             Sept. 30,
                                                 1996                   1995                   1996                  1995
                                         -----------------      ----------------       ----------------      ----------------
<S> <C>
Net sales                                      $10,792,000           $10,962,000            $30,233,000           $28,936,000
Gross profit                                     4,123,000             2,705,000             11,529,000             7,627,000
Selling and distribution expense                 1,866,000             1,719,000              5,005,000             4,790,000
General & administrative expense                 1,669,000             1,614,000              5,132,000             4,173,000
Operating income (loss)                            588,000             (629,000)                794,000           (1,721,000)
Net income (loss)                                 $242,000            $(820,000)               $480,000          $(1,369,000)
                                         =================      ================       ================      ================
Common equivalent shares                         6,892,000             5,706,000              6,832,000             5,369,000
outstanding
Earnings (loss) per share                            $0.04               $(0.14)                  $0.07               $(0.25)

                                         =================      ================       ================      ================
</TABLE>


                     Consolidated Condensed Balance Sheets
- --------------------------------------------------------------------------------
                                           Sept. 28,            December 30,
                                             1996                   1995
                                     -----------------      -----------------
                                           (unaudited)
Current assets                             $ 9,457,000            $ 8,548,000
Fixed assets, net                           11,090,000             10,868,000
Other assets                                 4,948,000              5,251,000
                                     -----------------      -----------------
Total assets                               $25,495,000            $24,667,000
                                     =================      =================

Current liabilities                        $ 6,907,000            $ 7,363,000
Long-term debt                               7,170,000              8,035,000
Shareholders' equity                        11,418,000              9,269,000
                                     -----------------      -----------------
Total liabilities and equity               $25,495,000            $24,667,000
                                     =================      =================




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