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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 26, 1998
Date of Report (Date of earliest event reported)
LOUISIANA-PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-7107 93-0609074
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
111 S.W. Fifth Avenue 97204
Portland, Oregon (Zip Code)
(Address of principal executive offices)
Registrant's Telephone Number, including area code: (503) 221-0800
Item 5. Other Events.
On May 26, 1998, the Board of Directors of Louisiana-Pacific
Corporation (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock of the Company, par
value $1.00 per share (the "Common Shares"). The dividend is payable on June 6,
1998 (the "Record Date") to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one one-hundredth of
a share of Series A Junior Participating Cumulative Preferred Stock, $1.00 par
value per share, of the Company, (the "Preferred Shares"), at a price of $100
per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and First Chicago Trust
Company of New York as Rights Agent (the "Rights Agent").
The Rights replace preferred share purchase rights which are
currently attached to Common Shares (the "Old Rights"), which expire on June 6,
1998. The Old Rights were issued pursuant to a Rights Agreement, dated as of May
23, 1988, and amended, between the Company and the Rights Agent (the "Old Rights
Plan"). Subsequent to June 6, 1998, the Old Rights Plan will be of no effect,
and no rights will be outstanding under it.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 15% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors of the Company prior to such time
as any person or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Common Shares
(the earlier of such dates being the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the Record Date, by such Common Share certificate with a copy of a summary of
the Rights (the "Summary of Rights") attached thereto.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or a copy of the
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on June 6, 2008 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or
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unless the Rights are earlier redeemed or exchanged by the Company, in each
case, as described below.
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares; (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then-current market price of the Preferred Shares; or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 100 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 100 times the payment made per Common Share.
Each Preferred Share will have 100 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. These rights are
protected by customary anti-dilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market value
of two times the exercise price of the Right. In the event that any person or
group of affiliated or associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.
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At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one Common
Share, or one one-hundredth of a Preferred Share (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights, in whole but not in part, at a price of $.01 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at such time on such
basis with such conditions as the Board of Directors, in its sole discretion,
may establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
including an amendment to lower certain thresholds described above to not less
than the greater of (i) the sum of .001% and the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially owned by
any person or group of affiliated or associated persons and (ii) 10%, except
that from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
Copies of the Rights Agreement and the press release
announcing the declaration of the Rights have been filed with the Securities and
Exchange Commission as Exhibits hereto. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement, which is hereby incorporated herein by reference.
Item 6. Exhibits.
1. Rights Agreement, dated as of May 26, 1998, between
Louisiana-Pacific Corporation and First Chicago Trust
Company of New York, as Rights Agent, including the
form of Right Certificate as Exhibit A and the
Summary of Rights to Purchase Preferred Shares as
Exhibit B (incorporated herein by reference to
Exhibit 1 to the
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Company's Registration on Form 8-A filed May 26, 1988
(File No. 1-7107).
2. Press Release, dated May 26, 1998.
99.1. Description of Common Stock.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: May 26, 1998
LOUISIANA-PACIFIC CORPORATION
By /s/ Gary Wilkerson
Name: Gary Wilkerson
Title: Vice President and
General Counsel
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EXHIBIT LIST
1. Rights Agreement, dated as of May 26, 1998, between
Louisiana-Pacific Corporation and First Chicago Trust
Company of New York, as Rights Agent, including the form
of Right Certificate as Exhibit A and the Summary of
Rights to Purchase Preferred Shares as Exhibit B
(incorporated herein by reference to Exhibit 1 to the
Company's Registration on Form 8-A filed May 26, 1988
(File No. 1-7107)).
2. Press Release, dated May 26, 1998.
99.1 Description of Common Stock.
LOUISIANA-PACIFIC NEWS RELEASE
DOING SOMETHING ABOUT IT. [TRADEMARK]
111 S.W. Fifth Avenue
Portland, OR 97204
503/221-0800
FAX 503/796-0107
Release No. 115-5-8
Contact:
Gerry Soud (Media Rel.)
or
Bill Hebert (Investor Rel.)
FOR IMMEDIATE RELEASE
LOUISIANA-PACIFIC RENEWS PREFERRED SHARE PURCHASE RIGHTS PLAN AND DECLARES
DIVIDEND OF RIGHTS
(Portland, Ore.; May 19, 1998) - The Board of Director of Louisiana-
Pacific Corporation (NYSE: LPX) today declared a dividend distribution of one
Preferred Share Purchase Right on each outstanding share of Louisiana-Pacific
common stock. The dividend distribution will be made on June 6, 1998, to the
stockholders of record on that date. The rights issued in the dividend declared
today replace the rights currently attached to all outstanding shares of
Louisiana-Pacific common stock, which expire on June 6, 1998.
Mark A. Suwyn, Chairman and Chief Executive Officer of Louisiana-
Pacific said, "We continue to believe that maintenance of a rights plan is the
best available means of assuring that all of Louisiana-Pacific's stockholders
receive fair and equal treatment in the event of any uninvited acquisition of
the company. The rights are not intended to prevent a takeover, but rather to
encourage anyone seeking to acquire the company to negotiate first with the
board. This helps protect our shareholders by protecting the long-term value of
their investment."
The rights will expire June 6, 2008. The rights distribution is not
taxable to stockholders. A summary of the rights will be sent to stockholders.
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Louisiana-Pacific is a major building products company headquartered
in Portland, Oregon with manufacturing facilities throughout the United States
and in Canada and Ireland. More information on L-P can be found at the company's
Internet address at www.LPCorp.com.
Forward Looking
Some statements in this document may constitute forward-looking
statements within the meaning of the federal securities laws. Forward looking
statements include, without limitation, statements regarding the outlook for
future operations, forecasts of futures costs and expenditures, evaluation of
market conditions, the outcome of legal proceedings, the adequacy of reserves,
or plans for product development. Investors are cautioned that forward looking
statements are subject to an inherent risk that actual results may vary
materially from those described herein. Factors that may result in such
variance, in addition to those set forth under the above captions, include
changes in interest rates, commodity prices, and other economic conditions;
actions by competitors, changing weather conditions and other natural phenomena;
actions by government authorities; uncertainties associated with legal
proceedings; technological developments; future decisions by management in
response to changing conditions; and misjudgements in the course of preparing
forward looking statements.
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DESCRIPTION OF COMMON STOCK
OF LOUISIANA-PACIFIC CORPORATION
GENERAL
The authorized capital stock of Louisiana-Pacific Corporation ("L-P")
consists of 15,000,000 shares of Preferred Stock, $1 par value ("Preferred
Stock"), and 200,000,000 shares of Common Stock, $1 par value ("Common Stock").
All outstanding shares of Common Stock are fully paid and nonassessable. Holders
of Common Stock have no preemptive or conversion 1988 Rights and there are no
redemption or sinking fund provisions relating to the Common Stock. As no
Preferred Stock is outstanding, there are no restrictions on repurchase or
redemption of Common Stock as a result of arrearages in the payment of dividends
or sinking fund installments with respect to any class of stock issued by L-P.
The holders of outstanding shares of Common Stock are entitled to one vote per
share. Voting for directors is not cumulative. The board of directors of L-P is
divided into three classes serving staggered three-year terms.
Subject to the rights of any Preferred Stock which may be issued in the
future, the holders of Common Stock are entitled to such dividends as the board
of directors may declare out of assets legally available therefor, at such times
and in such amounts as the board deems advisable, and to share pro rata in all
assets of L-P available for distribution to its stockholders upon liquidation.
BUSINESS COMBINATIONS
Article Eighth of L-P's Restated Certificate of Incorporation, relating
to certain business combinations, provides that:
(a) At any time a person beneficially owns at least 20 percent
of L-P's outstanding Common Stock, certain mergers or other
transactions involving L-P, including the issuance of voting securities
of L-P other than pursuant to employee benefit plans, must be approved
by holders of at least 75 percent of the outstanding Common Stock
unless (i) such person acquired its Common Stock in a cash tender offer
for all the outstanding Common Stock or has no interest in such merger
or other transaction other than solely as a holder of Common Stock,
(ii) certain price requirements are met, or (iii) such merger or other
transaction has been approved by at least two-thirds of the entire
board of directors of L-P;
(b) Changes to L-P's bylaws must be approved by at least
two-thirds of the entire board of directors of L-P, or by the
affirmative vote of holders of at least 75 percent of the outstanding
Common Stock;
(c) Directors may only be removed for cause and by the
affirmative vote of holders of at least 75 percent of the outstanding
Common Stock; and
(d) Any stockholder action must be taken at a meeting of
stockholders.
Article Eighth may be changed only by the affirmative vote of holders of at
least 75 percent of the outstanding Common Stock.
PREFERRED STOCK
The authorized Preferred Stock may be issued in the future without any
further action by the holders of the Common Stock, except as provided in Article
Eighth of L-P's Restated Certificate of Incorporation discussed above. The board
of directors is authorized to divide the Preferred Stock into series and, within
the limitations provided by law and L-P's charter, to designate the different
series and fix and determine the relative rights and preferences of any series
so established. If Preferred Stock is issued, the rights of the holders of
Common Stock will be subordinated in certain respects to the rights of the
holders of the Preferred Stock.
PREFERRED STOCK PURCHASE RIGHTS
One-third of a purchase right ("1988 Right") is attached to each share
of Common Stock pursuant to a Rights Agreement. A copy of such Rights Agreement,
as amended and restated as of February 3, 1991, and as further amended by
Amendment Nos. 1 and 2 thereto dated as of July 28, 1995 and October 30, 1995,
respectively (the "1988 Rights Agreement"), may be obtained by stockholders from
L-P. Each 1988 Right entitles the registered holder to purchase from L-P one
one-hundredth of a share of Series A Junior Participating Cumulative Preferred
Stock, $1 par value, of L-P (the "Preferred Shares"). The 1988 Rights are not
exercisable and are attached to and trade with shares of Common Stock until the
earlier of (i) 10 days following a public announcement that a person, other than
certain exempt persons, has acquired, or obtained the right to acquire (other
than as a result of certain inadvertent transactions or acquisitions of Common
Stock by L-P), beneficial ownership of 15 percent or more of the outstanding
Common Stock (an "Acquiring Person"), or (ii) 10 business days following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person of 15 percent or more of the outstanding Common Stock.
Upon such an event, the 1988 Rights will trade separately. When the 1988 Rights
first become exercisable, holders of the 1988 Rights will be entitled to receive
upon exercise and the payment of $200 per Right (the "Purchase Price"), one
one-hundredth of a Preferred Share. Unless the 1988 Rights are earlier redeemed
or exchanged, in the event that a person becomes an Acquiring Person, each
holder of a 1988 Right (other than 1988 Rights beneficially owned by the
Acquiring Person or certain transferees, which will thereafter be void) will
thereafter have the right to receive, upon exercise and payment of the Purchase
Price, shares of Common Stock having a value equal to two times the Purchase
Price. Similarly, upon the occurrence of certain acquisition transactions
involving L-P, proper provision must be made so that each holder of a 1988 Right
(other than 1988 Rights beneficially owned by the Acquiring Person or certain
transferees, which will thereafter be void) thereafter will have the right to
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receive, upon exercise and payment of the Purchase Price, common stock of the
acquiring company having a value equal to two times the Purchase Price.
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such Acquiring Person of 50 percent or more of the outstanding
shares of Common Stock, L-P may exchange the 1988 Rights (other than 1988 Rights
beneficially owned by such Acquiring Person or certain transferees, which became
null and void), in whole or in part, for Common Stock at the rate of three
shares per 1988 Right.
Each Preferred Share will be entitled to receive upon declaration the
greater of (i) cash and non-cash dividends in an amount equal to 300 times the
per share dividends declared on the Common Stock or (ii) a preferential annual
dividend of $92 per share. The holders of Preferred Shares, voting as a separate
class, will be entitled to elect two directors if dividends on such stock are in
arrears in an amount equal to six quarterly dividends. In the event of
liquidation, each Preferred Share will be entitled to receive a liquidation
payment in an amount equal to the greater of $1 plus all accrued and unpaid
dividends and distributions or an amount equal to 300 times the aggregate amount
to be distributed per share of Common Stock. Each Preferred Share will have one
vote, voting together with the Common Stock. In the event of any merger,
consolidation, or other transaction in which shares of Common Stock are
exchanged, each Preferred Share will be entitled to receive 300 times the amount
received per share of Common Stock.
The 1988 Rights will expire on June 6, 1998, unless earlier redeemed or
exchanged by L-P. Until the earlier of (i) the time that any person first
becomes an Acquiring Person or (ii) the close of business on the expiration date
of the 1988 Rights, the 1988 Rights may be redeemed at L-P's election in whole,
but not in part, at a price of $.01 per Right.
On May 26, 1998, the Board of Directors of L-P Corporation declared a
dividend of one preferred share purchase right (a "1998 Right") for each
outstanding Common Share. The dividend is payable on June 6, 1998 to the
stockholders of record on that date. Each 1998 Right will entitle the registered
holder to purchase from L-P one Preferred Share at a price of $100 per one
one-hundredth of a Preferred Share, subject to adjustment. The terms of the 1998
Rights are set forth in a Rights Agreement (the "1998 Rights Agreement") between
the Company and First Chicago Trust Company of New York as Rights Agent. The
1998 Rights will replace the 1988 Rights upon their expiration on June 6, 1998.
Subsequent to June 6, 1998, the 1988 Rights will be of no effect, and no 1988
Rights will be outstanding. For a fuller description of the terms of the 1998
Rights, reference is made to the description of the 1998 Rights contained in the
registration statement on Form 8-A, dated May 26, 1998, relating to the 1998
Rights filed by L-P with the Securities and Exchange Commission which is hereby
incorporated by reference as if expressly set forth herein.
L-P's Restated Certificate of Incorporation, the 1988 Rights Agreement
and the 1998 Rights Agreement contain various anti-dilution provisions affecting
the 1988 Rights, the 1998 Rights and the Preferred Shares.
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The 1988 Rights and the 1998 Rights have certain anti-takeover effects,
but should not interfere with any merger or other business combination approved
by L-P's board of directors at a time when such Rights are redeemable. The 1988
Rights and 1998 Rights will cause substantial dilution to a person or group that
attempts to acquire L-P on terms not approved by L-P's board of directors.
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