REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LOUISIANA-PACIFIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 93-0609074
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
111 S.W. Fifth Avenue
Portland, Oregon 97204
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
LOUISIANA-PACIFIC EXECUTIVE LOAN PROGRAM
(FULL TITLE OF THE PLAN)
Anton C. Kirchhof
Secretary
Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, Oregon 97204
Telephone (503) 221-0800
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, par value 1,700,000 shares (2) $21,403,000(2) $5,950.04
$1 per share (1)
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(1) Each share of Common Stock being registered hereunder includes one Preferred Share Purchase Right
exercisable on the terms and conditions specified therein. Prior to the occurrence of certain events, the
Preferred Share Purchase Rights will not be evidenced separately from the Common Stock; value attributable
to such Rights, if any, is reflected in the market price of the Common Stock.
(2) Pursuant to Rule 457(h), the proposed maximum aggregate offering price and the registration fee have been
computed based on the average of the high and low per share sales prices, $12.59, reported for the Common
Stock on the New York Stock Exchange Composite Transactions on November 23, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:
(a) The registrant's Annual Report on Form 10-K for the year
ended December 31, 1998.
(b) The registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999, June 30, 1999, and September 30,
1999.
(c) The registrant's Current Report on Form 8-K filed on March 5,
1999 to report that Striper Acquisition, Inc. ("Striper"), a
wholly owned subsidiary of the registrant, merged with and into
ABT Building Products Corporation ("ABT") pursuant to an
Agreement and Plan of Merger dated as of January 19, 1999 among
the registrant, Striper, and ABT.
(d) The registrant's Current Report on Form 8-K filed on August
18, 1999 to report that the registrant had entered into an
amended and restated agreement with Le Groupe Forex, Inc., a
Quebec company ("Forex"), providing for a tender offer by the
registrant or a wholly owned subsidiary of the registrant for all
outstanding shares of Forex.
(e) The registrant's Current Report on Form 8-K filed on
September 29, 1999, to report the completion of its tender offer
for the shares of Forex financed in part by new bank loan
facilities totaling $550 million and an agreement to purchase
Evans Forest Products, Ltd.
(f) The description of the registrant's Common Stock included as
Exhibit 99.1 to the registrant's Report on Form 8-K filed May 26,
1998.
(g) The description of preferred share purchase rights contained
in the registrant's Registration Statement on Form 8-A filed May
26, 1998.
All documents filed by the registrant subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Indemnification
The registrant's certificate of incorporation generally provides that
its directors will have no personal liability to the registrant or its
stockholders for monetary damages resulting from breaches of their fiduciary
duties. However, the directors nonetheless remain liable for breaches of their
duty of loyalty to the registrant and its stockholders, as well as for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law and transactions from which a director derives improper
personal benefit.
Section 174 of the Delaware General Corporation Law ("Law") provides
that any director against whom a claim shall be successfully asserted under said
section for an unlawful payment of a dividend or an unlawful stock purchase or
redemption in certain circumstances shall be entitled to be subrogated to the
rights of the corporation against stockholders who received the dividend on, or
assets for the sale or redemption of, their stock with knowledge that the same
was unlawful. Said section also provides that any such director shall be
entitled to contribution from the other directors who voted for or concurred in
the unlawful dividend, stock purchase, or redemption.
The registrant's certificate of incorporation and bylaws provide that
the registrant shall indemnify its officers and directors to the full extent
permitted by Section 145 of the Law, as amended from time to time. Said Section
145 authorizes a corporation, under certain conditions, to indemnify each person
who is or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise (including an employee benefit plan), against certain expenses,
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
in which he was or is a party or is threatened to be made a party by reason of
being or having been such director, officer, employee, or agent. In addition to
the indemnification authorized by Section 145 of the Law, the registrant's
bylaws provide that the registrant shall indemnify any natural person (not
including non-employee lawyers, accountants, actuaries, investment advisers, or
arbitrators acting in such capacity) who is or was serving in a fiduciary
capacity with respect to one of the registrant's employee benefit or welfare
plans or who is or was performing any service or duty on behalf of the
registrant with respect to such a plan, against all expenses, judgments, fines,
and amounts paid in settlement incurred by such person in connection with any
action or proceeding arising out of such service or performance, to the extent
such expenses and amounts are insurable but not covered by collectible insurance
or otherwise indemnified. Such indemnification shall not be available to any
person who participated in or knowingly failed to take appropriate action with
respect to any violation of any responsibilities or obligations imposed upon
fiduciaries by law, knowing such to be a violation of such responsibilities or
obligations.
Insurance
The registrant maintains directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss (as
defined) as a result of claims brought against them based upon their acts or
omissions in such capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located at page II-5.
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Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 ("Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
("Exchange Act") that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue. The
undertaking of the registrant in the preceding sentence does not apply to
insurance against liability arising under the Securities Act.
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SIGNATURES
The Registrant.
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Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Portland, state of Oregon, on the 24th day of
November, 1999.
LOUISIANA-PACIFIC CORPORATION
(Registrant)
By /s/ Curtis M. Stevens
Curtis M. Stevens
Vice President, Treasurer and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 24th day of November, 1999.
Signature Title
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(1) Principal Executive Officer and Director:
MARK A. SUWYN* Chairman of the Board, Chief Executive Officer
and Director
(2) Principal Financial and Accounting Officer:
/s/ Curtis M. Stevens Vice President, Treasurer and Chief Financial Officer
Curtis M. Stevens
(3) A majority of the Board of Directors:
JOHN W. BARTER* Director
WILLIAM C. BROOKS* Director
ARCHIE W. DUNHAM* Director
BRENDA LAUDERBACK* Director
PATRICK F. McCARTAN* Director
*By /s/ Curtis M. Stevens
Curtis M. Stevens
Attorney-in-fact
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INDEX TO EXHIBITS
4.1 The registrant's Restated Certificate of Incorporation. Incorporated by
reference to Exhibit 3(a) to the registrant's Form 10-Q report for the
quarter ended June 30, 1993.
4.2 The registrant's Bylaws as amended effective September 1, 1999.
Incorporated by reference to Exhibit 4.2 to the registrant's
Registration Statement on Form S-8 filed September 24, 1999 (No.
333-87775).
4.3 Rights Agreement, dated as of May 26, 1998, between the registrant 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 by reference to
Exhibit 1 to the registrant's Registration Statement on Form 8-A filed
May 26, 1998.
5 Opinion of Miller Nash LLP as to the legality of the securities being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Miller Nash LLP (included in Exhibit 5).
24 Power of attorney of certain officers and directors.
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Other exhibits listed in Item 601 to Regulation S-K are not applicable.
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Exhibit 5
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MILLER NASH LLP
ATTORNEYS AT LAW
3500 U.S. BANCORP TOWER
111 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204-3699
TELEPHONE (503) 224-5858
FACSIMILE (503) 224-0155
November 24, 1999
Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, Oregon 97204
Subject: Registration Statement on Form S-8 Relating to
Executive Loan Program
Gentlemen:
We have acted as counsel for Louisiana-Pacific Corporation, a Delaware
corporation (the "Company"), in connection with the proposed filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration Statement") for the
purpose of registering 1,700,000 shares of the Company's common stock, $1 par
value (the "Shares"), to be purchased by participants in accordance with the
terms of the Louisiana-Pacific Executive Loan Program (the "Plan").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records, certificates of public
officials, and other documents as we have deemed necessary or relevant as a
basis for the opinion set forth herein.
Based on the foregoing, it is our opinion that:
1. The Plan has been duly adopted and approved by all necessary
corporate action.
2. The 1,700,000 Shares issuable under the Plan have been duly
authorized and reserved for issuance.
3. When the Shares are issued and sold by the Company in accordance with
the Plan while the Registration Statement is effective, the Shares will be
legally issued, fully paid and nonassessable.
We consent to the use of this opinion in the Registration Statement and
in any amendments thereof. In giving this consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act.
Very truly yours,
MILLER NASH LLP
Exhibit 23.1
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Louisiana-Pacific Corporation on Form S-8 of our report dated January 29, 1999
(February 25, 1999 as to the first paragraph of Note 11), appearing in the
Annual Report on Form 10-K of Louisiana-Pacific Corporation for the year ended
December 31, 1998.
DELOITTE & TOUCHE LLP
Portland, Oregon
November 24, 1999
Exhibit 23.2
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 31, 1997
included in Louisiana-Pacific Corporation's Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Portland, Oregon,
November 24, 1999
Exhibit 24
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POWER OF ATTORNEY
Each person whose signature appears below designates and appoints Curtis
M. Stevens and Anton C. Kirchhof, and each of them, the person's true and lawful
attorneys-in-fact and agents to sign a registration statement on Form S-8 to be
filed by Louisiana-Pacific Corporation, a Delaware corporation (the
"Corporation"), with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to up to 1,700,000 shares of the Corporation's
common stock, $1.00 par value, to be purchased by participants in the
Corporation's Executive Loan Program, and any and all amendments thereto
(including post-effective amendments). Each person whose signature appears below
also grants full power and authority to these attorneys-in-fact and agents to
take any action and execute any documents that they deem necessary or desirable
in connection with the preparation and filing of the registration statement, as
fully as the person could do in person, hereby ratifying and confirming all that
the attorneys-in-fact and agents may lawfully do or cause to be done.
IN WITNESS WHEREOF, this power of attorney has been executed by the
undersigned as of the 22nd day of November, 1999.
Signature Title
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/s/ Mark A. Suwyn Chairman, Chief Executive Officer and Director
Mark A. Suwyn (Principal Executive Officer)
/s/ Curtis M. Stevens Vice President, Treasurer and Chief Financial
Curtis M. Stevens Officer (Principal Financial and
Accounting Officer)
/s/ John W. Barter Director
John W. Barter
/s/ William C. Brooks Director
William C. Brooks
/s/ Archie W. Dunham Director
Archie W. Dunham
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Paul W. Hansen
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Donald R. Kayser
/s/ Brenda Lauderback Director
Brenda Lauderback
/s/ Patrick F. McCartan Director
Patrick F. McCartan
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Lee C. Simpson