SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) June 30, 1998
LOUISIANA-PACIFIC CORPORATION
(Exact name of registrant as specified in charter)
Delaware 1-7107 93-0609074
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
111 S.W. Fifth Avenue, Portland, Oregon 97204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 221-0800
FORWARD LOOKING STATEMENTS
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Statements in this report, to the extent they are not based on historical
events, constitute forward-looking statements. Forward-looking statements
include, without limitation, statements regarding the outlook for future
operations, production capacities, forecasts of future 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 accompanying the forward looking statements,
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 misjudgments in the course of
preparing forward-looking statements.
Item 2. Acquisition or Disposition of Assets.
On June 30, 1998, the registrant completed the sales of its
California redwood timberlands and associated sawmill and manufacturing and
distribution operations in Northern California in two separate transactions to
Simpson Timber Company ("Simpson"), a subsidiary of Simpson Investment Company,
and Sansome Forest Partners, L.P., and its subsidiaries ("Sansome"). The sales
included more than 300,000 acres of timberlands, three operating sawmills, and
two distribution facilities, among other operations. The sales prices for the
divested assets totaled approximately $610.2 million and were determined by
arm's-length negotiations between the parties. Sansome and its subsidiaries paid
$240.0 million in cash, subject to post-closing adjustment for changes in
working capital and other items. Simpson paid $16.3 million in cash and
delivered promissory notes in the aggregate principal amount of $353.9 million
(the "Simpson Notes"), subject to post-closing adjustment for changes in working
capital and other items.
Subsequently, in a separate transaction, the registrant issued
$348.6 million of senior debt of the registrant in a private placement to
institutional investors. The Simpson Notes were pledged as additional security
for this senior debt.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not required.
(b) Pro Forma Financial Information.
The pro forma financial information required pursuant to
Article 11 of Regulation S-X with respect to the registrant's
disposition of assets described in Item 2 is filed below.
(c) Exhibits
The exhibits to this report are listed in the attached
Exhibit Index.
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL INFORMATION
The Unaudited Pro Forma Consolidated Balance Sheet at March 31, 1998,
presents the historical consolidated balance sheet adjusted to reflect the sale
of assets for cash and promissory notes as described in Item 2 "Acquisition or
Disposition of Assets" in this Form 8-K as if the sale had occurred on March 31,
1998. The Unaudited Pro Forma Condensed Consolidated Income Statements for the
year ended December 31, 1997 and the three month period ended March 31, 1998
present the results of operations of Louisiana-Pacific Corporation and
subsidiaries (L-P) assuming the sale of assets had been completed on January 1,
1997. The subsequent issuance of senior debt in a private placement and the
investment of cash proceeds from the asset sale and debt issuance in marketable
investments are not reflected in the pro forma information.
The following information is not necessarily indicative of the results
of operations of L-P as they may be in the future or as they might have been had
the transactions been consummated at the beginning of the period shown. The
following information is also not necessarily indicative of the gain on sale of
assets to be recorded by L-P in the second quarter of 1998, as L-P is not able
to determine with certainty, at the time of this filing, the various liabilities
to be recorded as a result of the sale of assets, the post-closing adjustments
to be made for changes in working capital, the expenses of the sale, the income
tax impacts and certain other items. The Unaudited Pro Forma Condensed
Consolidated Financial Information should be read in conjunction with the
audited historical consolidated financial statements and the notes thereto
included in L-P's 1997 Annual Report on Form 10-K and the unaudited condensed
consolidated financial statements and the notes thereto included in L-P's
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1998.
The following information also does not reflect L-P's ultimate use of
the proceeds of these transactions which is not known at the time of this
filing. Management continues to study alternative uses of the proceeds to
maximize the long-term value to L-P and its stockholders, which may include
internal investments in L-P's core businesses in the building products market,
strategic acquisitions, or implementation of a share repurchase program.
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LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(IN MILLIONS)
AS OF MARCH 31, 1998
-------------------------------------------------------------
PRO FORMA
ASSETS ACTUAL ADJUSTMENTS PRO FORMA
---------------- --------------- -----------------
Cash and cash equivalents $ 22.3 $ 254.8 (a) $ 277.1
Accounts receivable, net 168.8 (9.8)(b) 159.0
Inventories 260.3 (52.4)(b) 207.9
Prepaid expenses 11.6 (4.9)(b) 6.7
Income tax refunds receivable 79.6 (9.5)(e) 70.1
Deferred income taxes 73.0 73.0
-------------- ------------ ---------------
Total current assets 615.6 178.2 793.8
Timber and Timberlands 642.3 (127.9)(b) 514.4
Property, plant and equipment, 2,453.0 (139.7)(b) 2,313.3
Less reserves for depreciation (1,276.7) 72.4 (b) (1,204.3)
-------------- ------------ ---------------
Net property, plant and equipment 1,176.3 (67.3) 1,109.0
Goodwill and other assets 152.9 353.9 (c) 506.8
-------------- ------------ ---------------
TOTAL ASSETS $ 2,587.1 $ 336.9 $ 2,924.0
============== ============ ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of long-term debt $ 21.7 $ $ 21.7
Short-term notes payable 41.5 41.5
Accounts payable and accrued liabilities 225.4 4.0 (b)(d) 229.4
Current portion of contingency reserves 40.0 40.0
-------------- ------------ ---------------
Total current liabilities 328.6 4.0 332.6
Long-term debt, excluding current portion: 630.8 630.8
Contingency Reserves 168.3 14.7 (d) 183.0
Deferred income taxes and other 205.8 116.7 (e) 322.5
Stockholders' equity: 1,253.6 201.5 (e) 1,455.1
-------------- ------------ ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,587.1 $ 336.9 $ 2,924.0
============== ============ ===============
See notes to unaudited proforma condensed consolidated financial information.
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LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1997
(In millons, except per share data)
PRO FORMA
ACTUAL ADJUSTMENTS PRO FORMA
NET SALES $ 2,402.5 $ (225.2)(a) $ 2,177.3
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COSTS AND EXPENSES:
Cost of sales 2,138.7 (196.0)(a) 1,942.7
Depreciation, amortization and depletion 183.9 (7.2)(a) 176.7
Selling and administrative 168.4 (3.0)(a) 165.4
Settlements and other unusual items, net 32.5 32.5
Interest expense 30.9 30.9
Interest income (1.9) (24.8)(b) (26.7)
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Total costs and expenses 2,552.5 (231.0) 2,321.5
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Income (loss) before taxes and minority interest (150.0) 5.8 (144.2)
Provision (benefit) for income taxes (43.6) 2.2 (c) (41.4)
Minority interest in income (loss) of consolidated subsidiaries (4.6) (4.6)
------------- -------------- -------------
NET INCOME (LOSS) $ (101.8) $ 3.6 $ (98.2)
============= ============== =============
NET INCOME (LOSS) PER SHARE
BASIC AND DILUTED $ (0.94) $ (0.91)
============= =============
AVERAGE SHARES OF COMMON STOCK OUTSTANDING (THOUSANDS) 108,450 108,450
============= =============
See notes to unaudited proforma condensed consolidated financial information.
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LOUISIANA-PACIFIC CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
INCOME STATEMENT
THREE MONTHS ENDED MARCH 31, 1998
(In millons, except per share data)
PRO FORMA
ACTUAL ADJUSTMENTS PRO FORMA
----------- ------------- -------------
NET SALES $ 548.3 $ (43.8)(a) $ 504.5
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COSTS AND EXPENSES:
Cost of sales 500.3 (35.3)(a) 465.0
Depreciation, amortization and depletion 39.5 (1.7)(a) 37.8
Selling and administrative 39.7 (0.8)(a) 38.9
Settlements and other unusual items, net - -
Interest expense 9.7 9.7
Interest income (2.1) (6.2)(b) (8.3)
----------- ------------- -------------
Total costs and expenses 587.1 (44.0) 543.1
----------- ------------- -------------
Income (loss) before taxes and minority interest (38.8) 0.2 (38.6)
Provision (benefit) for income taxes (12.5) 0.1(c) (12.4)
Minority interest in income (loss) of consolidated subsidiaries (1.2) (1.2)
----------- ------------- -------------
NET INCOME (LOSS) $ (25.1) $ 0.1 $ (25.0)
=========== ============= =============
NET INCOME (LOSS) PER SHARE
BASIC AND DILUTED $ (0.23) $ (0.23)
=========== =============
AVERAGE SHARES OF COMMON STOCK OUTSTANDING (THOUSANDS) 108,990 108,990
=========== =============
See notes to unaudited proforma condensed consolidated financial information.
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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL INFORMATION
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
1. ASSUMPTIONS
The Unaudited Pro Forma Condensed Consolidated Balance Sheet at March
31, 1998 is presented as if the sale of L-P's California redwood timberlands and
associated sawmill manufacturing and distribution operations in Northern
California to third party buyers for total consideration of approximately $610
million, including $353.9 million of promissory notes from Simpson Timber
Company, occurred on March 31, 1998. The Unaudited Pro Forma Condensed
Consolidated Income Statements for the year ended December 31, 1997 and the
three months ended March 31, 1998 are presented as if each of those same
transactions occurred on January 1, 1997. The subsequent issuance of senior debt
of $348.6 million at a weighted average interest rate of 7% maturing in varying
amounts between 2006 and 2018 in a private placement and the investment of cash
proceeds from the asset sale and debt issuance in marketable investments are not
reflected in the pro forma information.
The Simpson promissory notes mature in varying amounts between June 30,
2006 and June 30, 2018. The weighted average interest rate of the notes is 7%.
2. PRO FORMA ADJUSTMENTS - BALANCE SHEET
The following adjustments have been made to the Unaudited Pro Forma
Condensed Consolidated Balance Sheet:
(a) Adjustment to reflect the increase in cash and cash equivalents
due to the cash proceeds resulting from the sale of the assets net
of certain closing costs.
(b) Adjustment to reflect the retirement of the net book value of
accounts receivable, inventories, prepaid expenses, accounts
payable, timber and timberlands and property, plant and equipment
and related accumulated depreciation sold in the transaction.
(c) Adjustment to reflect the receipt of promissory notes from Simpson
Timber Company.
(d) Adjustment to reflect the accrual of expenses related to the sale
of assets as well as certain liabilities arising from the sale for
which responsibility has been retained by L-P.
(e) Adjustments to reflect the gain on the sale of assets and the
related tax liabilities thereon.
3. PRO FORMA ADJUSTMENTS - INCOME STATEMENTS
The following adjustments have been made to the Unaudited Pro Forma
Condensed Consolidated Income Statements:
(a) Adjustment to reflect the reduction in net sales, cost of sales,
depreciation, depletion and amortization and selling and
administrative costs due to the sale of assets and operations.
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(b) Adjustment to reflect interest income from the Simpson promissory
notes.
(c) Adjustment to reflect the effect of taxes related to the above
transactions.
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SIGNATURE
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 thereunto duly authorized.
DATED: July 15, 1998 LOUISIANA-PACIFIC CORPORATION
By: /s/ Curtis M. Stevens
Curtis M. Stevens
Vice President, Chief Financial
Officer and Treasurer
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EXHIBIT INDEX
2.1 Purchase Agreement by and between the registrant, LPS Corporation, L-P
Redwood, LLC, Louisiana-Pacific Samoa, Inc., and Simpson Timber Company
and Simpson Investment Company dated as of May 1, 1998. Incorporated by
reference to Exhibit 2.1 to the registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998.
2.2 Purchase Agreement by and between the registrant, LPS Corporation, L-P
Redwood, LLC, and Sansome Forest Partners, L.P., dated as of May 1,
1998. Incorporated by reference to Exhibit 2.2 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
99 Louisiana-Pacific Corporation Press Release issued June 30, 1998.
LOUISIANA-PACIFIC NEWS RELEASE
111 S. W. Fifth Avenue
Portland, OR 97204
503/221-0800
FAX 503/796-0107
Release No. 124-6-8
Contact:
Bill Hebert (Investor Relations)
503/221-0800
Gerry Soud (Media Relations)
503/221-0800
LOUISIANA-PACIFIC FINALIZES SALE OF CALIFORNIA ASSETS
(Portland, Ore; June 30, 1998) -- Louisiana-Pacific Corp. (NYSE:
LPX) today announced that it has completed the previously announced sales of
its 300,000 acres of redwood timberlands, associated sawmill, manufacturing
and distribution operations in Northern California in two separate
transactions to Simpson Investment Company and Sansome Forest Partners,
L.P., and its subsidiaries.
"Closing these sales represents a significant step toward
completing the divestiture of Louisiana-Pacific's non-strategic assets,"
said Mark A. Suwyn, L-P's chairman and CEO. "The financial resources
available through these sales allows us to rapidly advance our goals. This
is good news for the customers, shareholders, and employees of L-P."
The California sales bring total proceeds to date from asset sales
associated with the company's restructuring plan to over three-quarters of a
billion dollars. The funds will provide the company with significant
flexibility to grow and improve its core businesses in the building products
market through internal investments in existing businesses, acquisitions,
and reduction of debt or implementation of a share repurchase program.
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Louisiana-Pacific - Page 2
Louisiana-Pacific, now in its 25th year, is a major building
products company headquartered in Portland, Oregon with manufacturing
facilities throughout the United States and in Canada and Ireland.
Forward Looking Statements
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 misjudgments
in the course of preparing forward looking statements.
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