SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Louisiana-Pacific Corporation
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Institutional Investor
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Re: New York City Teachers Retirement System ("NYCTRS")
Just Vote No Campaign
Dear-----------:
You may be aware that the above-referenced organization has initiated a "Just
Vote No" campaign during this proxy season against Louisiana-Pacific Corporation
("L-P"). The purpose of this letter is to encourage you to return your proxy for
the May 1, 2000 annual meeting of the L-P shareholders and to vote your shares
for the directors who are nominated for re-election. In doing so, we provide to
you with the following background information and explanation of L-P's position
regarding the NYCTRS proposal that requested the L-P Board of Directors
("Board") to re-institute the rights of shareholders to take action by written
consent, and which is the stated reason for the NYCTRS campaign.
In late 1998, NYCTRS forwarded for inclusion in our 1999 proxy materials a
shareholder resolution, which read as follows:
"BE IT RESOLVED, that the shareholders of Louisiana-Pacific Corporation
request that the Board of Directors amend the certificate of
incorporation to reinstate the rights of the shareholders to take action
by written consent."
This proposal received a majority of the votes cast at the 1999 annual meeting
but fell far short of the percentage necessary for the shareholders to actually
amend L-P's Delaware Certificate of Incorporation. It is important to note that
the L-P Board does not have the authority by itself to amend the Certificate of
Incorporation, which specifically denies shareholders the right to take action
by written consent without a meeting. At present, proposed actions by
shareholders can only be taken at the annual meeting or a special meeting.
Pursuant to this process, all shareholders will receive prior notice of such
meetings and would have an opportunity to participate, if they so desire.
In response to the vote, L-P's CEO, CFO and General Counsel met with
representatives of NYCTRS to develop a better understanding of the merits of
their proposal. Numerous teleconferences were also held with Mr. Sylvester, the
NYCTRS Executive Director. Subsequent to the above referenced meetings and
teleconferences, the L-P Board met and considered carefully the advantages and
disadvantages of the NYCTRS proposal. After a full and open discussion, the
Board concluded that it is in the best interests of all shareholders that
shareholder actions be taken only at duly convened meetings of the shareholders,
thereby assuring that all shareholders will have advance notice of the subject
matter and an opportunity to be heard. Additionally, the Board was concerned
that the possibility exists for different majority groups to take different
actions on the same subject, resulting in conflicting positions.
L-P believes that the action taken by NYCTRS was actually precipitated by its
frustration with a low L-P stock price. We at L-P share that frustration. As
part of a new management team charged with the task of turning L-P around
financially, we are pleased to note that the March 27, 2000 issue of Business
Week listed L-P as the number one company in the Ten Most Improved Companies for
1999 relative to financial performance. L-P's earnings per share improved
significantly in 1999 from its 1998 results. While these efforts have not been
reflected in our stock price, we intend to continue to execute our strategic
plan and move forward.
Accordingly, we strongly encourage you to return your proxy for the May 1, 2000
meeting and vote your shares for the directors who are nominated for
re-election, as well as for approval of our broad-based employee stock purchase
plan.
Should you wish to discuss this or any other matter further, please contact
William L. Hebert, Investor Relations, at 503-221-0800.
Respectfully yours,
/s/ Gary C. Wilkerson
Gary C. Wilkerson
Vice President and General Counsel
GCW:ck