SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

FORM 8-K

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report:  December 4, 2003

 

Commission File Number 1-7107

 

LOUISIANA-PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

ITEM 5.  Other Events.

 

On December 2, 2003, Louisiana-Pacific Corporation announced that it has modified its pending tender offer to purchase any and all of its outstanding 10.875% Senior Subordinated Notes due 2008 and the related consent solicitation. This modification has, among other things, (a) extended the consent solicitation to expire simultaneously with the tender offer (at 9:00 a.m. EST on December 16, 2003, unless further extended) and (b) amended the terms of the consent solicitation to eliminate the payment of a consent fee.

 

 A copy of the press release announcing the modifications to the tender offer and consent solicitation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

 

(c)                                  Exhibits:

 

Exhibit Number		Description
99.1		Press release issued by Louisiana-Pacific Corporation, dated December 2, 2003.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	LOUISIANA-PACIFIC CORPORATION
	By:	/s/ CURTIS M. STEVENS
		Curtis M. Stevens
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)
Date:  December 4, 2003

 

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INDEX TO EXHIBITS

 

 

Exhibit Number		Description
99.1		Press release issued by Louisiana-Pacific Corporation, dated December 2, 2003.

 

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Exhibit 99.1

 

LP Announces Modifications to Tender Offer for 10.875% Notes Due 2008 and Elimination of Related Consent Payment

 

Portland, Ore. (Dec. 2, 2003) - Louisiana-Pacific Corporation (LP) (NYSE: LPX) announced today that it has modified its pending tender offer (the “Offer”) for any and all of its 10.875% Senior Subordinated Notes due 2008 (“Notes”) and the related consent solicitation (the “Solicitation”).   The Offer and Solicitation were originally structured to provide a separate consent payment to all holders who granted consents in the solicitation by December 2, 2003, conditioned upon receipt by that date of sufficient consents to amend the indenture under which the Notes were issued.  Because the requisite number of consents has not been received, LP has (a) extended the Solicitation to expire simultaneously with the Offer (at 9:00 a.m. EST on December 16, 2003, unless further extended) and (b) amended the terms of the Solicitation to eliminate the payment of a consent fee.

 

The amount payable for each $1,000 principal of Notes accepted by LP for purchase pursuant to the Offer continues to be $1,170, plus accrued and unpaid interest, and will be payable upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal and Consent, as amended or modified by this news release.  Although each holder who tenders Notes in the Offer will now be deemed to have granted consents with respect to those Notes in the Solicitation, no additional compensation will be paid for such consents.

 

LP also announced that it has waived or modified the conditions to the Offer so that the only conditions to the Offer are:

 

•                  the holders of a majority in aggregate outstanding principal amount of the Notes not owned by LP or its affiliates having, prior to the expiration date of the Offer, validly tendered to the Depositary for the Offer, and not validly withdrawn, such Notes; and

 

•                  there being no statute, rule, regulation, stay, judgment, order, decree or injunction be enacted, entered, issued, promulgated, enforced or deemed applicable by any court or other governmental authority that, in LP’s reasonable judgment, would prohibit or prevent consummation of the Offer.

 

 

The withdrawal rights associated with the Offer and the Solicitation have been modified so that Notes tendered may be withdrawn at any time prior to 9:00 a.m. EST on December 10, 2003.  No withdrawals of tenders will be permitted thereafter.

 

The statements contained in this press release modify or supersede all inconsistent statements contained in the Offer to Purchase and Consent Solicitation Statement dated November 17, 2003, and the Letter of Transmittal and Consent, relating to the Offer.  Except as described in the immediately preceding sentence, the Offer remains subject to all of the terms and conditions set forth in such Offer to Purchase and Consent Solicitation Statement and such Letter of Transmittal and Consent.

 

Holders of Notes who have already validly tendered their Notes pursuant to the procedures set forth in the Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal and Consent are not required to take any further action to effect a tender of their Notes.  Holders of Notes who wish to tender their Notes should use the Letter of Transmittal and Consent in the form originally disseminated by LP for this purpose.

 

LP does not make any recommendation as to whether or not any Holder should tender Notes.  Additional information concerning the terms and conditions, and the procedure for tendering Notes may be obtained from UBS Securities LLC, at 677 Washington Blvd., Stamford, Connecticut 06901, (203) 719-4210 or toll-free (888) 722-9555, extension 4210, Attention:  Liability Management Group.  Copies of the Offer to Purchase and Consent Solicitation Statement and related documents may be obtained from D.F. King & Co., Inc., at 48 Wall Street, New York, New York 10005, (888) 628-9011.

 

LP is a premier supplier of building materials, delivering innovative, high-quality commodity and specialty products to its retail, wholesale, homebuilding and industrial customers.  Visit LP’s web site at www.lpcorp.com for additional information on the company.