SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1 to
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarterly Period Ended September 30, 1999
Commission File Number 1-7107
LOUISIANA-PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 93-0609074
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
111 S. W. Fifth Avenue, Portland, Oregon 97204-3699
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 221-0800
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicate the number of shares outstanding of each of the issuer's classes of
common stock: 106,446,814 shares of Common Stock, $1 par value, outstanding as
of October 29, 1999.
EXCEPT AS OTHERWISE SPECIFIED AND UNLESS THE CONTEXT OTHERWISE
REQUIRES, REFERENCES TO "L-P" REFER TO LOUISIANA-PACIFIC CORPORATION AND ITS
SUBSIDIARIES.
This amendment to Form 10-Q is filed in order to amend the following
items: Item 2 of Part I -- Management's Discussion and Analysis of Financial
Condition and Results of Operations; Item 1 of Part II -- Legal Proceedings; and
Item 6 of Part II -- Exhibits and Reports on Form 8-K.
PART I -- FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Net income for the third quarter of 1999 was $69.3 million, or $.65 per
diluted share, on sales of $797.4 million, compared to a third quarter 1998 net
loss of $192.7 million, or $1.77 per diluted share, on sales of $606.3 million.
Excluding unusual items, net income for the third quarter of 1999 was $80.8
million, or $.76 per diluted share, compared to third quarter 1998 income
excluding unusual items of $48.3 million, or $.44 per share. The unusual items
are discussed below under the heading "Unusual Credits and Charges, Net."
Net income for the first nine months of 1999 was $181.4 million, or
$1.70 per diluted share, on sales of $2.17 billion, compared to a net loss for
the first nine months of 1998 of $13.9 million, or $.13 per diluted share, on
sales of $1.78 billion. Excluding unusual items, net income for the first nine
months of 1999 was $189.7 million, or $1.78 per diluted share, compared to net
income for the first nine months of 1998 of $31.9 million, or $.29 per diluted
share. The unusual items are discussed below under the heading "Unusual Credits
and Charges, Net."
Sustained demand for building products and the continued strength in
housing markets have factored positively into both third quarter and
year-to-date earnings. This demand resulted in improved market pricing for
structural panels (oriented strand board ("OSB") and plywood) and lumber, which
was the primary factor for increased sales and earnings. Earnings from the
acquisition of ABT in February 1999 have also contributed significantly to
increased sales and earnings.
L-P operates in five segments: structural products; exterior products;
industrial panel products; other products; and pulp. Structural products is the
most significant segment, accounting for more than 56% of sales during the first
nine months of both 1999 and 1998. L-P's results of operations are discussed
separately for each segment below. Production volumes and industry product price
trends are presented below in the tables captioned "Summary of Production
Volumes" and "Industry Product Price Trends."
Most of L-P's products are sold as commodities and therefore sales
prices fluctuate based on market factors over which L-P has little or no
control. L-P cannot predict whether the prices of its products will remain at
current levels, or will increase or decrease in the future because supply and
demand are influenced by many factors, only two of which are the cost and
availability of raw materials. L-P is not able to determine to what extent, if
any, it will be able to pass any future increases in the price of raw materials
on to customers through product price increases.
Demand for the majority of L-P's products is subject to cyclical
fluctuations over which L-P has no control. Demand for L-P's building products
is heavily influenced by the level of residential construction activity, which
is subject to fluctuations due to changes in economic conditions, interest
rates, population growth and other factors. These cyclical fluctuations in
demand are unpredictable and may have a substantial influence on L-P's results
of operations.
2
SELECTED SEGMENT DATA
STRUCTURAL PRODUCTS
QUARTER ENDED NINE MONTHS ENDED
SEPT. 30, SEPT. 30,
-------------------------------- ----------------------------------
1999 1998 % CHG 1999 1998 % CHG
--------- --------- ------- --------- --------- ------
Sales:
Structural products.............. $ 449.1 $ 399.6 +12% $ 1,224.2 $ 1,039.0 +18%
Exterior products................ 78.6 31.1 +153% 195.5 82.8 +136%
Industrial panel products........ 70.2 43.9 +60% 197.1 132.4 +49%
Other products................... 168.8 114.6 +47% 468.7 464.8 +1%
Pulp............................. 30.7 17.1 +80% 80.5 58.8 +37%
--------- --------- --------- ---------
Total sales...................... $ 797.4 $ 606.3 +32% $ 2,166.0 $1,777.8 +22%
========= ========= ========= ========
Profit (loss):
Structural products.............. $ 149.9 $ 107.8 +39% $ 372.2 $ 155.9 +139%
Exterior products................ 17.4 7.9 +120% 41.4 17.5 +137%
Industrial panel products........ 2.5 1.2 +108% 8.3 3.9 +113%
Other products................... (3.9) .6 -750% (13.6) (9.8) -39%
Pulp............................. (3.8) (10.8) +65% (14.5) (26.3) +45%
Unusual credits and charges, net. (18.7) (392.0) +95% (13.5) (63.7) +79%
General corporate and other
expense, net..................... (25.2) (26.1) +3% (76.4) (69.8) -9%
Interest income (expense), net... (2.7) .9 -400% (3.6) (15.3) +76%
--------- --------- --------- ---------
Income (loss) before taxes and
minority interest................ $ 115.5 $ (310.5) +137% $ 300.3 $ (7.6) +4,051%
========= ========= ========= ========
The structural products segment consists of OSB, plywood, lumber and
engineered wood products ("EWP"). The significant growth in sales in the
structural products segment in 1999 was primarily due to increases in OSB,
plywood and non-redwood lumber prices. OSB, lumber and EWP volume increases were
partially offset by a volume decline in plywood.
OSB market prices and sales trends continued upward through the first
nine months of 1999. OSB average selling prices increased 13% for the third
quarter of 1999 compared to the third quarter of 1998 and 28% for the first nine
months of 1999 compared to the first nine months of 1998. Robust U.S. housing
markets have created strong demand for OSB and other building products. OSB
sales volume, excluding sales from the Forex plants acquired in September 1999,
decreased approximately 2% for the third quarter of 1999 compared to the third
quarter of 1998 primarily due to down time at the Athens, Georgia facility
resulting from a fire. OSB sales volume, excluding the Forex facilities,
increased 4% for the first nine months of 1999 compared to the first nine months
of 1998 due primarily to a new mill brought on line in April of 1998 that
provided a net capacity increase.
Plywood average selling prices increased 30% for the third quarter of
1999 compared to the third quarter of 1998, offset by an approximate 22% decline
in volume. Plywood average selling prices for the first nine months of 1999
increased 25% over the same period in 1998, offset by an approximate 25% decline
in volume. The price
3
increases reflect the strong demand factors discussed above. The volume
decreases are primarily the result of a temporary shut-down of plywood
manufacturing facilities and the allocation of additional veneer to laminated
veneer lumber (LVL) production rather than to plywood production.
Lumber sales increased for the third quarter of 1999 compared to the
third quarter of 1998 due to a shift to a higher percentage of outside sales and
a lower percentage of sales to the distribution business within L-P (part of
Other Products segment). Average selling prices increased approximately 13% for
the third quarter of 1999 compared to the third quarter of 1998, and volumes
increased approximately 11% over the same period in 1998. For the first nine
months of 1999, excluding redwood lumber operations that were sold in 1998,
average selling prices increased 5% and volume increased 14% compared to the
same period in 1998. The average selling price for redwood lumber is generally
significantly higher than for other species of lumber.
Engineered wood products include engineered I-Joists, LVL and hardwood
veneer. Sales of EWP products increased slightly, primarily as a result of a
marketing agreement to sell the products of an independent producer. Sales
volumes also increased in this segment due to strong residential and commercial
construction markets. The average selling prices of EWP products did not change
significantly. The price for the basic raw materials used in EWP production (OSB
used in the web stock for I-Joists, veneer used in LVL and lumber used for
flange material in I-Joists) increased significantly in 1999, which led to lower
profitability.
In the third quarter of 1999 and in the first nine months of 1999,
profitability of the structural products segment increased significantly,
largely as a result of price improvements for OSB, plywood and non-redwood
lumber and improvements in the efficiency of L-P's production facilities.
Structural products profits also benefited in 1999 from the sale of unprofitable
California operations in mid-1998. Log costs increased approximately 15% in the
third quarter of 1999 compared to the third quarter of 1998. The increase was
primarily the result of cutting timber under more expensive cutting contracts
and deeds. For the first nine months of 1999 compared to the first nine months
of 1998, southern log costs increased slightly, while log costs in northern
regions and Canada increased approximately 6%.
EXTERIOR PRODUCTS
The exterior products segment consists of siding and related products
such as soffit, fascia and trim. In 1999, this segment includes products added
from the purchase of ABT, including hardboard siding, vinyl siding and other
products. Average sales prices of OSB-based exterior products decreased 4% for
the third quarter of 1999 compared to the same period in 1998, while volumes
increased about 11%. Average sales prices of OSB-based exterior products
decreased slightly for the nine months ended September 30, 1999 compared to the
nine months ended September 30, 1998, while volumes increased about 12%.
Increased volumes were primarily due to an increase in the number of
distributors in the southeastern distribution network. Total profits increased
in 1999 primarily due to the increased sales volume, the acquisition of ABT and
more efficient use of production capacity.
INDUSTRIAL PANEL PRODUCTS
The industrial panels segment consists of particleboard, medium density
fiberboard (MDF) and hardboard and, in 1999, the laminated industrial panels
products of ABT. Increased demand for particleboard and MDF contributed to
modestly higher pricing. The addition of the ABT products in 1999 is the primary
reason for the increase in sales and profits of this segment for the third
quarter and the first nine months of 1999 compared to the same periods in 1998.
OTHER PRODUCTS
The other products segment includes distribution facilities, wood
chips, coatings and chemicals, cellulose insulation, Ireland operations, Alaska
operations, moldings and other operations. In the third quarter of 1999, sales
for this segment increased compared to the third quarter of 1998, primarily due
to increased sales in the distribution centers and the addition of ABT products
in 1999. Losses in the other products segment increased for the third quarter of
1999 compared to the third quarter of 1998 primarily due to an inventory write
down and expenses related to closed operations. The slight increase in sales for
the first nine months of 1999 compared to the first nine months
4
of 1998 was primarily due to the addition of ABT products in 1999 offset by
reduced sales due to the disposition of the Weather-Seal windows and doors
division, Creative Point, Inc. and two California distribution facilities in
1998. Increased losses for the first nine months of 1999 compared to the first
nine months of 1998 are primarily due to increased losses in Alaskan operations,
asset write downs and expenses related to closed operations offset by increased
profitability in Ireland operations and in cellulose insulation products.
PULP
Pulp segment operations continued to improve in the third quarter of
1999 as the Asian economy improves. Pulp segment losses decreased for the third
quarter of 1999 compared to the third quarter of 1998 due primarily to an
increase in average sales prices of 10% and an increase in volumes of 63%. For
the first nine months of 1999 compared to the first nine months of 1998 average
selling prices increased 4% and volumes increased by approximately 32%. Other
factors contributing to the improved results were a partial recovery of
inventory market write-downs taken in prior periods and lower unit costs due to
higher volumes.
UNUSUAL CREDITS AND CHARGES, NET
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -----------------------------------------
1999 1998 1999 1998
---------- ---------- -------- --------
Gain on sale of assets.............................. $ --- $ 22.2 $ 5.2 $ 381.3
Impairment charges.................................. (7.6) (162.5) (7.6) (182.2)
Adjustment for litigation reserves and other........ (11.1) (251.7) (11.1) (262.8)
---------- ---------- -------- --------
$ (18.7) $ (392.0) $ (13.5) $ (63.7)
========== ========== ======== ========
In the second quarter of 1999, L-P recorded a net gain of $5.2 million
($3.2 million after taxes, or $.03 per diluted share) from the sale of timber
and timberlands in Texas.
In the third quarter of 1999, L-P's Ketchikan Pulp Company ("KPC")
subsidiary recorded a net charge of $18.7 million ($11.5 million after taxes, or
$.11 per diluted share) primarily as a result of reducing the carrying value of
fixed assets to be sold to the fair value and to record an increase in estimated
environmental remediation and monitoring liabilities. Gains of $7 million
primarily related to the previously announced settlement with the US Forest
Service were netted against these charges. The gains were recorded in the third
quarter of 1999 primarily based on satisfaction of the requirements of
agreements with governmental agencies. The increased environmental liability
estimates resulted from further studies of certain properties in connection with
the impending sale transaction and changing environmental regulations regarding
certain sites. The sale of the KPC assets for approximately $10.5 million in
cash and promissory notes was completed in November 1999.
In the second quarter of 1998, L-P recorded a net gain of $328.3
million ($195.2 million after taxes, or $1.79 per diluted share) primarily
resulting from gains on the sales of timberland, sawmill and distribution assets
in California and the Weather-Seal window and door business. Charges relating to
the settlement of legal issues in Montrose, Colorado of $14.0 million after
taxes (or $.13 per diluted share) and other charges were netted against the
asset sales gains.
In the third quarter of 1998, L-P recorded a net loss of $392 million
($241 million after taxes, or $2.21 per share) resulting from a charge to adjust
siding-related reserves to reflect revisions to the national class-action
settlement, the write-down of an operating facility, and other items. Gains on
insurance recoveries and the sale of surplus properties were netted against this
charge.
GENERAL CORPORATE AND OTHER EXPENSE
General corporate expense increased for 1999 compared to 1998 primarily
due to the addition of sales and marketing personnel as L-P has increased its
focus on customers and additional costs for administrative infrastructure,
including the conversion to new accounting and human resource systems.
5
INTEREST INCOME (EXPENSE)
Cash from asset sales was used to repay loans and lines of credit in
late 1998, reducing debt levels and net interest expense for 1999 compared to
1998. Interest expense levels will increase in the future primarily due to
indebtedness incurred in connection with the Forex acquisition in September
1999.
LEGAL AND ENVIRONMENTAL MATTERS
Refer to the "Legal Proceedings" section of this Form 10-Q for a
discussion of certain legal and environmental matters and the potential impact
of these matters on L-P.
OSB SIDING LITIGATION UPDATE
The following discussion updates, and should be read in conjunction
with, the discussion of L-P's OSB siding litigation set forth in Item 7 of L-P's
amended annual report on Form 10-K, Management's Discussion and Analysis of
Financial Condition and Results of Operations, under the subheading "Legal
Matters."
Through the first nine months of 1999, claimants have continued to file
claims under the National Settlement at a steady pace while the rate of claims
filed under the Florida Settlement has decreased. L-P is making a concerted
effort to maximize the level of participation in the Second Fund, including
participation by claimants who filed eligible claims during the first nine
months of 1999. However, L-P will not be able to assess the impact of the Second
Fund on its total siding liability until several steps are completed after the
December 31, 1999 deadline for the submission of claims eligible to participate
in the Second Fund has passed, including the verification and calculation of
individual claim amounts and the opportunity for each claimant to opt out of the
Second Fund after they have been informed of their pro rata settlement amount.
L-P's management does not expect to have all the information necessary to make
its decision until some time in the second or third quarter of 2000.
As of September 30, 1999, approximately 264,000 requests had been
received for claim forms for the National Settlement and the Florida Settlement
compared to 215,000 at December 31, 1998. Approximately 164,000 completed claim
forms have been received compared to 138,000 at December 31, 1998. The average
payment amount for settled claims as of September 30, 1999 and December 31, 1998
is approximately $5,100. The total number of completed claim forms pending (not
settled) as of September 30, 1999 was approximately 63,000 (approximately 56,000
at December 31, 1998) with approximately 75,000 claims settled (approximately
61,000 at December 31, 1998) and approximately 27,000 claims dismissed
(approximately 21,000 at December 31, 1998). Dismissal of claims is typically
the result of claims for product not produced by L-P or claims that lack
sufficient information or documentation after repeated efforts to correct those
deficiencies. The average payment amount for claims settled after September 30,
1999 may be significantly impacted by the Second Fund.
The accruals for OSB siding claims relating to both the National
Settlement and the Florida Settlement, including related legal costs, settlement
administration costs, claims of persons who opted-out of the settlements and
residual warranty claims, have been analyzed and accounted for collectively. The
activity in the combined accruals for the first nine months of 1999 is as
follows (does not include accruals for ABT hardboard siding matters):
In Millions
-----------
Balance at December 31, 1998 $323.9
Accruals made during the period --
Payments (87.9)
Insurance recoveries --
-----
Balance at September 30, 1999 $236.0
=====
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operations was $349 million for the first nine
months of 1999 compared to $182 million in the first nine months of 1998. The
increase in cash provided by operations resulted primarily from
6
improved operating results (excluding unusual items). Partially offsetting this
increase, L-P made $93 million in litigation-related payments, largely due to
the early payment program relating to L-P's nationwide class action litigation
settlement, during the first nine months of 1999 compared to $51 million in the
first nine months of 1998.
Cash used in investing activities was $689 million in the first nine
months of 1999 compared to cash provided by investing activities of $228 million
in the first nine months of 1998. L-P used $213 million of cash in connection
with the acquisition of ABT in February 1999 and $399 million of cash in
connection with the acquisition of Forex in September 1999. L-P received
approximately $331 million of cash proceeds from asset sales in 1998. Capital
expenditures for property, plant, equipment and timber decreased in 1999
compared to 1998, primarily because L-P did not have any new mills under
construction. L-P has announced plans to build several wood-processing
facilities in Canada, including an OSB plant, and is building an OSB plant in
Chile.
In the first nine months of 1999, L-P borrowed $535 million primarily
to finance the acquisitions of ABT and Forex. In the first nine months of 1998,
L-P repaid $471 million in revolving and term loans with the proceeds from $349
million in new borrowings related to the monetization of notes receivable from
asset sales.
L-P expects to be able to meet its cash requirements through cash from
operations, existing cash balances, existing credit facilities and access to the
capital markets. Cash and cash equivalents totaled $168 million at September 30,
1999 compared to $127 million at December 31, 1998. L-P has a $300 million
revolving credit facility available through January 2002. L-P had no borrowings
outstanding under this facility at September 30, 1999. L-P also has a $300
million facility available through March 2000 under which L-P had $177 million
of borrowings outstanding at September 30, 1999. L-P has filed a shelf
registration statement for the sale of up to $500 million of debt securities to
be offered from time to time in one or more series. The proceeds from the sale
of such securities are anticipated to be used by L-P for general corporate
purposes, which may include repayment of debt (including debt incurred in
connection with the acquisitions of ABT and Forex), and for the acquisition of
Evans discussed below.
Changes in L-P's balance sheet from December 31, 1998 to September 30,
1999 include increases of $107 million in accounts receivable, $60 million in
inventories, $360 million in net property, plant and equipment, and $318 million
in goodwill resulting primarily from the consolidation of ABT and Forex for
financial reporting purposes. The increase of $223 million in current
liabilities resulted primarily from the consolidation of ABT and Forex for
financial reporting purposes and an increase in the current portion of
contingency reserves to reflect the expected payment, in the first quarter of
2000, of the second fund relating to L-P's nationwide class action siding
litigation settlement.
Contingency reserves, which represent an estimate of future cash needs
for various contingencies (primarily payments for siding litigation
settlements), totaled $313 million at September 30, 1999, of which $205 million
is estimated to be payable within one year. As with all accounting estimates,
there is inherent uncertainty concerning the reliability and precision of these
estimates. The amounts ultimately paid in resolving these contingencies could
exceed the current reserves by a material amount. Contingency reserves decreased
in 1999 due to the continued implementation of the early payment program
relating to L-P's nationwide class action siding litigation settlement.
Litigation-related payments totaled $93 million for the first nine months of
1999.
STOCK REPURCHASE PLAN
As of September 30, 1999, L-P had reacquired approximately 4.0 million
shares for $75.5 million under an authorization to reacquire up to 20 million
shares from time to time in the open market. L-P reacquired 475,000 shares for
$8 million in the third quarter of 1999. L-P had approximately 107 million
shares outstanding at quarter end.
ACQUISITION
On August 24, 1999 L-P announced that it has signed a definitive
agreement to purchase Evans Forest Products, Ltd. ("Evans"), a leading Canadian
producer of engineered wood and lumber products.
7
The total transaction value is approximately $90 million, subject to
adjustment on the basis of Evans' working capital level at the time of closing.
The sale is subject to approval by regulatory agencies in the United States and
Canada, the successful transfer of Evan's forest licenses and other customary
closing conditions. The acquisition is expected to close during the fourth
quarter of 1999.
Evans is a private company based in southeastern British Columbia whose
assets include a new "LVL" mill, a plywood facility, and a sawmill that
specializes in producing a wide range of Western Red Cedar products. Included in
the transaction are two forest licenses and a tree farm license that will
provide access to approximately 610,000 cubic meters of wood per year.
ASSETS HELD FOR SALE
L-P is seeking to sell its Chetwynd, British Columbia pulp mill, which
is presently managed by an unrelated party pursuant to a management agreement
having a term of 24 months that expires in April 2001. In addition, L-P is
exploring the possible sale of the Samoa, California pulp mill. While L-P
currently believes it has adequate support for the carrying value of the
affected assets, there can be no assurance that the proceeds ultimately received
in any sale transaction would not fall short of the applicable carrying value,
resulting in a loss on such sale.
YEAR 2000 COMPLIANCE
The Year 2000 problem refers to a worldwide issue relating to a flaw in
many computer programs and computer applications embedded in equipment and other
devices. In many existing software and hardware applications, two digits were
used to represent the year, such as "99" for "1999." If not corrected, these
applications may interpret "00" to be the year 1900 rather than 2000, producing
erroneous data or, possibly, failing altogether. L-P recognizes the Year 2000
problem as a serious issue. Accordingly, L-P now considers the potential impact
of the Year 2000 problem in connection with all in-house application development
and purchases of third-party software. In the fall of 1997, L-P undertook a
formal project to address its Year 2000 exposure and readiness.
All of L-P's business groups, operations and corporate functions are
covered by the Year 2000 project. The project team is staffed by full-time
employees, contractors and consultants as appropriate. The project is monitored
by a management steering committee and L-P's internal auditors to ensure that
proper methodology is being followed, that adequate controls are in place and
that appropriate steps are being taken to limit risk. In addition, periodic
reports are made to senior management, the finance and audit committee and the
board of directors.
The project is divided into three primary areas: (1) information
systems; (2) manufacturing systems/building infrastructure; and (3) business
partners (including suppliers and customers).
INFORMATION SYSTEMS. L-P's information systems include such common
business applications as payroll, human resources, sales order entry, inventory
management, finance and accounting. L-P's Year 2000 project phases for
information systems include: inventorying and prioritizing all information
systems; assessing the Year 2000 readiness of such systems; remediating such
systems (through conversion, upgrades, replacement or risk-managed acceptance of
non-compliant items); testing; and developing and implementing contingency
plans, to the extent determined to be appropriate, for each system. The
inventory, assessment and remediation phases for L-P's information systems were
substantially completed on September 30, 1999 as scheduled. Testing of
information systems and related contingency planning are underway and are
scheduled to be completed by November 30, 1999.
MANUFACTURING SYSTEMS/BUILDING INFRASTRUCTURE. With respect to L-P's
manufacturing systems and building infrastructure, the Year 2000 project is
focused on surveying and, where necessary, remediating computer-controlled
and/or embedded devices used in L-P's manufacturing processes or in building
infrastructure (such as the heating and air conditioning systems, security
access and alarm systems, telephones, and office equipment used in L-P's offices
and plants). The Year 2000 project phases for manufacturing systems and building
infrastructure include: inventorying items that are exposed to Year 2000 issues;
assessing the Year 2000 readiness of such items; remediating such items (through
conversion, upgrades, replacement, or risk-managed acceptance of non-compliant
items), testing; and developing and implementing contingency plans, to the
extent determined to be appropriate, for each business group and facility
location. The inventory, assessment and remediation phases for L-P's
8
manufacturing systems and building infrastructure were substantially completed
on September 30, 1999 as scheduled. Testing of manufacturing systems and
building infrastructure and related contingency planning are underway and are
scheduled to be completed by November 30, 1999.
BUSINESS PARTNERS. L-P also faces the risk of business disruption from
outside business partners, which may have information systems, manufacturing
systems or infrastructure that are not Year 2000 compliant. In this regard,
L-P's Year 2000 project includes identifying and prioritizing L-P's major
business partners (primarily suppliers of raw materials and essential services
such as utilities and transportation and significant customers), assessing their
Year 2000 readiness and developing contingency plans where appropriate. The
identification and prioritization phases of this initiative have been completed.
As part of the assessment process, L-P requested that all of its major business
partners respond to a survey eliciting information as to their Year 2000
readiness. Of the approximately 50% of the business partners that responded to
the survey pursuant to an initial series of requests made through L-P's
corporate management personnel, none disclosed significant readiness issues.
However, in light of the substantial number of parties who failed to respond to
L-P's initial series of requests, L-P decided to pursue responses from these
parties more aggressively through business-unit operating personnel rather than
through corporate management personnel. Business-unit operating personnel first
refined the identification and prioritization of L-P's major business partners
and then concentrated on obtaining responses from those that had not responded
to L-P's initial series of requests. At September 30, 1999, approximately 85% of
the business partners targeted by business-unit operating personnel had
responded to the survey. In those instances in which a major business partner
targeted by business-unit operating personnel either has not responded to the
survey or has furnished a response which L-P has determined to provide
insufficient assurance of Year 2000 readiness, L-P is developing contingency
plans that identify an alternate business partner or otherwise address the
potential business disruption associated with L-P's dependence on that business
partner. This contingency planning is scheduled to be completed by November 30,
1999.
COSTS. The total expense associated with L-P's Year 2000 project is
presently estimated to be approximately $7.8 million, of which approximately
$6.5 million (including certain costs incurred by ABT and Forex prior to being
acquired by L-P) had been incurred by September 30, 1999. These costs are being
expensed as incurred and are not expected to have a material effect on L-P's
financial position or results of operations. These costs do not include expenses
and capital costs associated with replacing systems which L-P would have
replaced regardless of Year 2000 issues, including a new human resources
information system and a new core financial system.
MOST REASONABLY LIKELY WORST-CASE SCENARIO. The occurrence of
unscheduled downtime at L-P's facilities resulting from internal or third-party
system failures could have an adverse effect on L-P's business, results of
operations and cash flows. In this regard, L-P believes that its dependence on
third parties for critical services such as telecommunications, energy, water
and other utilities, financial services and transportation poses the greatest
risk. L-P is continuing to seek to assess the Year 2000 readiness of its mission
critical systems and business partners and to develop appropriate contingency
plans. These plans may include identifying alternative systems and suppliers and
assisting major customers who may be affected by Year 2000 issues. However,
there can be no assurance that L-P will not experience unscheduled downtime,
business disruptions or other adverse consequences of the Year 2000 problem.
ADDITIONAL CONSIDERATIONS. Despite the extensive efforts of L-P's
project team, it is likely that some unexpected problems associated with the
Year 2000 issue will arise. In addition, the costs and completion dates for
L-P's Year 2000 project discussed herein are based on management's estimates,
which were derived using numerous assumptions regarding future events, including
continued availability of certain resources, remediation plans of business
partners and other factors. There can be no assurance that these estimates will
be achieved and actual results could differ significantly from L-P's current
expectations.
9
LOUISIANA-PACIFIC CORPORATION
SUMMARY OF PRODUCTION VOLUMES
QUARTER ENDED NINE MONTHS ENDED
SEPT. 30, SEPT. 30,
------------------------------ ----------------------------
1999 1998 1999 1998
--------------- -------------- --------------- ------------
Oriented strand board panels, million square
ft 3/8" basis................................... 1,069 1,006 3,164 2,913
Softwood plywood million square ft 3/8" basis...... 255 255 702 756
Lumber, million board feet...................... 264 278 793 851
Oriented strand board siding and specialty products
million square ft 3/8" basis.................... 99 107 291 301
Hardboard siding surface measure million square
ft basis........................................ 69 --- 167 ---
Engineered I-Joists, million lineal feet........... 19 23 64 69
Laminated Veneer Lumber, thousand cubic ft......... 1,500 1,900 5,000 5,600
Industrial panel products (particle board, medium
density fiberboard and hardboard), million
square ft 3/4" basis............................ 157 142 482 436
Pulp, thousand short tons.......................... 94 69 279 210
10
INDUSTRY PRODUCT PRICE TRENDS
OSB PLYWOOD LUMBER PARTICLEBOARD
----------- ---------------------------- ----------------------
N. CENTRAL SOUTHERN FRAMING
7/16" BASIS PINE 1/2" LUMBER INLAND
24/16 BASIS COMPOSITE INDUSTRIAL
SPAN RATING CDX 3 PLY PRICES 3/4" BASIS
----------- --------- ------ ----------
Annual Average
1993 $ 236 $ 282 $ 394 $ 258
1994 265 302 405 295
1995 245 303 337 290
1996 184 258 398 276
1997 142 265 417 262
1998 205 284 349 259
1998 Third Quarter Average 289 308 343 265
1999 Second Quarter Average 289 343 423 270
1999 Third Quarter Average 301 362 421 288
Source: Random Lengths. The amounts set forth are dollars per 1,000 square
feet or, in the case of lumber, 1,000 board feet.
11
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Certain legal and environmental matters involving L-P are discussed
below.
ENVIRONMENTAL MATTERS
In March 1995, L-P's subsidiary, Ketchikan Pulp Company ("KPC"),
entered into agreements with the federal government to resolve violations of the
Clean Water Act and the Clean Air Act that occurred at KPC's pulp mill during
the late 1980's and early 1990's. These agreements were subsequently approved by
the U.S. District Court for the District of Alaska. In addition to civil and
criminal penalties that were paid in 1995, KPC agreed to undertake certain
remedial and pollution-control projects. These projects included (i) capital
projects for spill containment and water treatment plant upgrades estimated to
cost approximately $13.4 million (of which approximately $7.5 million had been
spent at October 31, 1999) and (ii) non-capital projects relating to the
investigation and remediation of Ward Cove, a body of water adjacent to the mill
site, estimated to cost approximately $6.7 million (of which approximately $1.8
million had been spent at October 31, 1999). As a result of the closure of the
mill in May 1997, KPC's obligations with respect to the capital projects have
been suspended through January 2000, and KPC is in the process of seeking
permanent relief from those obligations. KPC's obligations with respect to the
Ward Cove investigation and remediation have not been affected by the closure of
the mill.
In June 1997, KPC entered into an agreement with the State of Alaska
and the U.S. Environmental Protection Agency (the "EPA") to investigate and, if
necessary, clean up the former mill site. KPC has substantially completed the
investigative portion of this project (which was recently expanded) and
commenced work on the clean-up portion of this project, which is expected to be
completed by early 2000. L-P's estimate of the costs associated with this
project was recently increased as a result of both an expansion of the scope of
the investigation and the consideration of new information developed in the
course of conducting clean-up work. Total costs associated with this project are
estimated to be approximately $4.0 million, of which approximately $3.4 million
had been spent at October 31, 1999.
KPC has completed the closure of a landfill near Thorne Bay, Alaska,
pursuant to an agreement with the U.S. Forest Service (the "USFS"). Costs of the
project totaled approximately $6.5 million. KPC is currently discussing with the
USFS the scope of water monitoring to be undertaken in connection with this
matter.
KPC has announced that is will close its Annette sawmill. L-P's
preliminary estimate of the cost of the environmental investigation and any
remediation of the mill site, together with the closure of an offsite wood waste
disposal area, is $2.6 million.
On March 10, 1999, a complaint alleging misdemeanor violations of the
Fish and Game Code and the Water Code of California in connection with the
discharge of sawdust and other pollutants into a stream near L-P's Arcata,
California particleboard plant was filed in the Superior Court of Humboldt
County, California. L-P is seeking to enter into a civil settlement agreement
that would resolve the alleged violations.
L-P is also involved in a number of other environmental proceedings and
activities, and may be wholly or partially responsible for known or unknown
contamination existing at a number of other sites at which it has conducted
operations or disposed of wastes.
Based on the information currently available, management believes that
any fines, penalties or other costs or losses resulting from the matters
discussed above will not have a material adverse effect on the consolidated
financial position or results of operations of L-P.
12
COLORADO CRIMINAL PROCEEDINGS
In June 1995, a federal grand jury returned an indictment in the U.S.
District Court for the District of Colorado against L-P in connection with
alleged environmental violations, as well as alleged fraud in connection with
the submission of unrepresentative oriented strand board (OSB) product samples
to an industry product certification agency, by L-P's Montrose (Olathe),
Colorado OSB plant. Pursuant to a guilty plea to certain criminal violations
entered in May 1998, (i) L-P paid penalties of $37 million (of which $12 million
was paid in 1998 and the balance was paid in the second quarter of 1999) and was
sentenced to five years of probation and (ii) all remaining charges against L-P
were dismissed.
In December 1995, L-P received a notice of suspension from the EPA
stating that, because of the criminal proceedings pending against L-P in
Colorado, the Montrose facility would be prohibited from purchasing timber
directly from the USFS. In April 1998, L-P signed a Settlement and Compliance
Agreement with the EPA. This agreement formally lifted the 1995 suspension
imposed on the Montrose facility. The agreement has a term of five years and
obligates L-P to (i) develop and implement certain corporate policies and
programs, including a policy of cooperation with the EPA, an employee disclosure
program and a policy of nonretaliation against employees, (ii) conduct its
business to the best of its ability in accordance with federal laws and
regulations and local and state environmental laws, (iii) report significant
violations of law to the EPA, and (iv) conduct at least two audits of its
compliance with the agreement.
OSB SIDING MATTERS
L-P has been named as a defendant in numerous class action and nonclass
action proceedings brought on behalf of various persons or purported classes of
persons (including nationwide classes in the United States and Canada) who own
or have purchased or used OSB siding manufactured by L-P. In general, the
plaintiffs in these actions have alleged unfair business practices, breach of
warranty, misrepresentation, conspiracy to defraud, and other theories related
to alleged defects, deterioration, or failure of OSB siding products.
The U.S. District Court for the District of Oregon has given final
approval to a settlement between L-P and a nationwide class composed of all
persons who own, have owned, or subsequently acquire property on which L-P's OSB
siding was installed prior to January 1, 1996, excluding persons who timely
opted out of the settlement and persons who are members of the settlement class
in the Florida litigation described below. Under the settlement agreement, an
eligible claimant whose claim is filed prior to January 1, 2003 (or earlier in
certain cases) and is approved by an independent claims administrator, is
entitled to receive from the settlement fund established under the agreement a
payment equal to the replacement cost (determined by a third-party construction
cost estimator and currently estimated to be in the range of $2.20 to $6.40 per
square foot depending on the type of product and geographic location) of damaged
siding, reduced by a specific adjustment (of up to 65 percent) based on the age
of the siding. Class members who previously submitted or resolved claims under
any other warranty or claims program of L-P may be entitled to receive the
difference between the amount payable under the settlement agreement and the
amount previously paid. The extent of damage to OSB siding at each claimant's
property is determined by an independent adjuster in accordance with a specified
protocol. Settlement payments are not subject to adjustment for improper
maintenance or installation.
A claimant who is dissatisfied with the amount to be paid under the
settlement may elect to pursue claims against L-P in a binding arbitration
seeking compensatory damages without regard to the amount of payment calculated
under the settlement protocol. A claimant who elects to pursue an arbitration
claim must prove his entitlement to damages under any available legal theory,
and L-P may assert any available defense, including defenses that otherwise had
been waived under the settlement agreement. If the arbitrator reduces the damage
award otherwise payable to the claimant because of a finding of improper
installation, the claimant may pursue a claim against the contractor/builder to
the extent the award was reduced.
The settlement requires L-P to contribute $275 million to the
settlement fund in seven annual installments payable during the period from 1996
through 2002 in the following amounts: $100 million; $55 million; $40 million;
$30 million; $20 million; $15 million; and $15 million. As of September 30,
1999, L-P had funded the first four installments. In addition, L-P had funded a
significant portion of the last three installments through the Early Payment
Program discussed below.
13
The estimated cumulative total of approved claims under the settlement,
as calculated under the terms of the settlement (without giving effect, in the
case of unpaid claims, to discounted settlements under the Early Payment
Program), exceeded $590 million at September 30, 1999. In these circumstances,
unless L-P makes an additional contribution of $50 million to the settlement
fund by August 2001, the settlement will terminate as to all claims in excess of
$275 million that remain unpaid. In addition, unless L-P makes a second
additional contribution of $50 million to the settlement fund by August 2002,
the settlement will terminate as to all claims in excess of $325 million that
remain unpaid. If L-P makes both of these additional contributions (a
significant portion of which had been funded as of September 30, 1999 through
the Early Payment Program discussed below), the settlement would continue in
effect until at least August 2003, at which time L-P would be required to make
an election with respect to all unpaid claims that were filed prior to December
31, 2002. If, in August 2003, L-P elects to pay pursuant to the settlement all
approved claims that remain unpaid at that time, 50% of the unpaid claims must
be paid by August 2004 and the remaining 50% must be paid by August 2005. If L-P
elects not to pay the unpaid claims pursuant to the settlement, the settlement
will terminate with respect to such unpaid claims and all unpaid claimants will
be free to pursue their individual remedies from and after August 2003.
If L-P makes all payments required under the settlement agreement,
including all additional payments as specified above, class members will be
deemed to have released L-P from all claims for damaged OSB siding, except for
claims arising under their existing 25-year limited warranty after termination
of the settlement agreement. The settlement agreement does not cover
consequential damages resulting from damage to OSB Inner-Seal siding or damage
to utility grade OSB siding (sold without any express warranty), either of which
could create additional claims. In addition to payments to the settlement fund,
L-P was required to pay fees of class counsel in the amount of $26.25 million,
as well as expenses of administering the settlement fund and inspecting
properties for damage and certain other costs. After accruing interest on
undisbursed funds and deducting class notification costs, prior claims costs
(including payments advanced to homeowners in urgent circumstances) and payment
of claims under the settlement, as of September 30, 1999, approximately $5.2
million remained of the $225 million paid into the fund to date (all of which is
presently dedicated to the payment of expenses or held in reserve).
On October 26, 1998, L-P announced an agreement to offer early payments
to eligible claimants who submitted valid and approved claims under the original
settlement agreement (the "Early Payment Program") and to establish an
additional $125 million fund to pay all other approved and unpaid claims that
are filed before December 31, 1999 (the "Second Fund").
The Early Payment Program applies to all claimants who are entitled to
be paid from the $80 million of mandatory contributions to the settlement fund
that remain to be made under the settlement agreement, and to all claimants who
otherwise would be paid from the proceeds of the two optional $50 million
contributions to the settlement fund that L-P may elect to make under the
settlement agreement. The early payments from the $80 million of mandatory
contributions are discounted at a rate of 9% per annum calculated from their
original payment dates (1999-2002) to the date the early payment offer was made.
The early payments from the two $50 million optional contributions are
discounted at a rate of 12% per annum calculated from 2001 and 2002,
respectively, to the date the early payment offer was made. Claimants may accept
or reject the discounted early payments in favor of remaining under the original
settlement, but may not arbitrate the amount of their early payments. For
purposes of determining whether L-P has made any mandatory or optional
contribution to the settlement fund as of the respective due date therefor, L-P
will receive credit for the undiscounted amount of such contribution to which
the discounted amount thereof paid pursuant to the Early Payment Program is
attributable. At September 30, 1999, approximately $131.2 million in Early
Payment Program checks had been mailed and $121.9 million had been cashed in
settlement of claims, while approximately $2.0 million in such checks remained
to be mailed. Giving effect only to Early Payment Program checks that had
actually been cashed, L-P had effectively satisfied an estimated cumulative
total of approximately $355.3 million of its mandatory and optional
contributions to the settlement fund at September 30, 1999.
The $125 million Second Fund represents an alternative source of
payment for all approved and unpaid claims filed before December 31, 1999 that
are not eligible for the Early Payment Program. In early 2000, claimants
electing to participate in the Second Fund will be offered a pro rata share of
the fund in complete satisfaction of their claims, which they may accept or
reject in favor of remaining under the original settlement. Claimants who accept
their pro rata share may not file additional claims under the settlement or
arbitrate the amount of their payments. Claimants who elect not to participate
in the Second Fund remain bound by the terms of the original settlement. If
14
L-P is dissatisfied with the number of claimants who elect to be paid from the
Second Fund, L-P may refuse to proceed with funding at its sole option. In that
event, the Second Fund will be canceled and all the claimants who had elected to
participate in it will be governed by the original settlement.
A settlement of a related class action in Florida was approved by the
Circuit Court for Lake County, Florida, on October 4, 1995. Under the
settlement, L-P has established a claims procedure pursuant to which members of
the settlement class may report problems with L-P's OSB siding and have their
properties inspected by an independent adjuster, who will measure the amount of
damage and also determine the extent to which improper design, construction,
installation, finishing, painting, and maintenance may have contributed to any
damage. The maximum payment for damaged siding is $3.40 per square foot for lap
siding and $2.82 per square foot for panel siding, subject to reduction by up to
75 percent for damage resulting from improper design, construction,
installation, finishing, painting, or maintenance, and also subject to reduction
for age of siding more than three years old. L-P has agreed that the deduction
from the payment to a member of the Florida class will be not greater than the
deduction computed for a similar claimant under the national settlement
agreement described above. Class members will be entitled to make claims until
October 4, 2000.
ABT HARDBOARD SIDING MATTERS
ABT, ABTco, Inc., a wholly owned subsidiary of ABT ("ABTco" and,
together with ABT, the "ABT Entities"), Abitibi-Price Corporation ("Abitibi"), a
predecessor of ABT, and certain affiliates of Abitibi (the "Abitibi Affiliates"
and, together with Abitibi, the "Abitibi Entities") have been named as
defendants in a conditionally certified class action filed in the Circuit Court
of Choctaw County, Alabama, on December 21, 1995 and in six other putative class
action proceedings filed in the following courts on the following dates: the
Court of Common Pleas of Allegheny County, Pennsylvania on August 8, 1995; the
Superior Court of Forsyth County, North Carolina on December 27, 1996; the
Superior Court of Onslow County, North Carolina on January 21, 1997; the Court
of Common Pleas of Berkeley County, South Carolina on September 25, 1997; the
Circuit Court of Bay County, Florida on March 11, 1998; and the Superior Court
of Dekalb County, Georgia on September 25, 1998. ABT and Abitibi have also been
named as defendants in a putative class action proceeding filed in the Circuit
Court of Jasper County Texas on October 5, 1999. These actions were brought on
behalf of various persons or purported classes of persons (including nationwide
classes) who own or have purchased or used hardboard siding manufactured or sold
by the defendants. In general, the plaintiffs in these actions have alleged
unfair business practices, breach of warranty, fraud, misrepresentation,
negligence, and other theories related to alleged defects, deterioration, or
other failure of such hardboard siding, and seek unspecified compensatory,
punitive, and other damages, attorneys' fees and other relief. In addition,
Abitibi has been named in certain other actions, which may result in liability
to ABT under the allocation agreement between ABT and Abitibi described below.
Except in the case of certain of the putative class actions that have been
stayed, the ABT Entities have filed answers in these proceedings that deny all
material allegations of the plaintiffs and assert affirmative defenses. L-P
intends to cause the ABT Entities to defend these proceedings vigorously.
L-P, the ABT Entities and the Abitibi Entities have also been named as
defendants in a putative class action proceeding filed in the Circuit Court of
Jackson County, Missouri on April 22, 1999, and L-P, the ABT Entities and
Abitibi have been named as defendants in a putative class action proceeding
filed in the District Court of Johnson County, Kansas on July 14, 1999. These
actions were brought on behalf of purported classes of persons in Missouri and
Kansas, respectively, who own or have purchased hardboard siding manufactured by
the defendants. In general, the plaintiffs in these proceedings have alleged
breaches of warranty, fraud, misrepresentation, negligence, strict liability and
other theories related to alleged defects, deterioration or other failure of
such hardboard siding, and seek restitution, punitive damages, attorneys' fees
and other relief. L-P and the ABT Entities intend to defend these proceedings
vigorously.
ABT and Abitibi have agreed to an allocation of liability with respect
to claims relating to (1) siding sold by the ABT Entities after October 22, 1992
("ABT Board") and (2) siding sold by the Abitibi Entities on or before, or held
as finished goods inventory by the Abitibi Entities on, October 22, 1992
("Abitibi Board"). In general, ABT and Abitibi have agreed that all amounts paid
in settlement or judgment (other than any punitive damages assessed individually
against either the ABT Entities or the Abitibi Entities) following the
completion of any claims process resolving any class action claim (including
consolidated cases involving more than 125 homes owned by named plaintiffs)
shall be paid (a) 100% by ABT insofar as they relate to ABT Board, (b) 65% by
Abitibi and 35% by ABT
15
insofar as they relate to Abitibi Board, and (c) 50% by ABT and 50% by Abitibi
insofar as they cannot be allocated to ABT Board or Abitibi Board. In general,
amounts paid in connection with class action claims for joint local counsel and
other joint expenses, and for plaintiffs' attorneys' fees and expenses, are to
be allocated in a similar manner, except that joint costs of defending and
disposing of class action claims incurred prior to the final determination of
what portion of claims relate to ABT Board and what portion relate to Abitibi
Board are to be paid 50% by ABT and 50% by Abitibi (subject to adjustment in
certain circumstances). ABT and Abitibi have also agreed to certain allocations
(generally on a 50/50 basis) of amounts paid for settlements, judgments and
associated fees and expenses in respect of non-class action claims relating to
Abitibi Board. ABT is solely responsible for such amounts in respect of claims
relating to ABT Board. Based on the information currently available, management
believes that the resolution of the foregoing matters will not have a material
adverse effect on the financial position or results of operations of L-P.
FIBREFORM WOOD PRODUCTS, INC. PROCEEDINGS
L-P has been named as a defendant in an action filed by FibreForm Wood
Products, Inc. ("FibreForm") in the Superior Court of Los Angeles County,
California on July 13, 1999. The action was subsequently removed by L-P and the
other named defendants to the United States District Court for the Central
District of California. FibreForm has alleged, in connection with failed
negotiations between FibreForm and L-P regarding a possible joint venture, that
L-P and the other defendants engaged in a fraudulent scheme to gain control over
FibreForm's proprietary manufacturing processes under the guise of such
negotiations. FibreForm has alleged fraudulent misrepresentation, negligent
misrepresentation, misappropriation of trade secrets, unfair competition, breach
of contract and breach of a confidentiality agreement by L-P and the other
defendants. FibreForm seeks general, special and consequential damages of at
least $250 million, punitive damages, restitution, injunctive and other relief
and attorneys' fees. L-P believes that FibreForm's allegations are without merit
and intends to defend this action vigorously. Based on the information currently
available, management believes that the resolution of the foregoing matters will
not have a material adverse effect on the financial position or results of
operations of L-P.
OTHER PROCEEDINGS
L-P and its subsidiaries are parties to other legal proceedings.
Management believes that the outcome of such proceedings will not have a
material adverse effect on the consolidated financial position or results of
operations of L-P.
CONTINGENCY RESERVES
L-P maintains reserves for the estimated costs of the legal and
environmental matters referred to above. However, as with any estimate, there is
uncertainty concerning the actual costs to be incurred. The discussion herein
notes some of the factors, in addition to the inherent uncertainty of predicting
the outcome of claims and litigation and environmental investigations and
remediation efforts, that could cause actual costs to vary materially from
current estimates. Due to the various uncertainties, L-P cannot predict to what
degree actual payments (including payments under the OSB siding litigation
settlements or any alternative strategies adopted by L-P with respect to OSB
siding claims) will materially exceed the recorded liabilities related to these
matters. However, it is possible that, in either the near term or the longer
term, revised estimates or actual payments will significantly exceed the
recorded liabilities.
16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
2.1 Amended and Restated Support Agreement, dated August
12, 1999, between L-P and Le Groupe Forex Inc.
(incorporated herein by reference to Exhibit 2.1 to
the Current Report on Form 8-K filed by L-P on August
18, 1999).
2.2 Asset Purchase Agreement, dated August 23, 1999,
among Evans Forest Products, Limited,
Louisiana-Pacific Canada Engineered Wood Products
Ltd. and Louisiana-Pacific Canada Ltd.
2.3 First Amendment to Asset Purchase Agreement, dated
November 30, 1999, among Evans Forest Products
Limited, Louisiana-Pacific Engineered Wood Products
Ltd., Louisiana-Pacific Canada Dawson Creek Ltd. and
Louisiana-Pacific Canada Ltd.
10.1 Amended and Restated Lock-Up Agreement, dated August
12, 1999, among L-P and each of the parties
identified in Schedule B thereof (incorporated herein
by reference to Exhibit 2.2 to the Current Report on
Form 8-K filed by L-P on August 18, 1999).
10.2 Letter Agreement, dated September 8, 1999, between
Louisiana-Pacific Acquisition Inc. and Bank of
America, N.A., together with related Guaranty
Agreement by L-P in favor of Bank of America, N.A.
(incorporated herein by reference to Exhibit 99.2 to
the Current Report on Form 8-K filed by L-P on
September 29, 1999).
10.3 Loan Agreement, dated September 10, 1999, between
Louisiana-Pacific Acquisition Inc. and Centric
Capital Corporation, together with related Guaranty
of L-P in favor of Centric Capital Corporation
(incorporated herein by reference to Exhibit 99.3 to
the Current Report on Form 8-K filed by L-P on
September 29, 1999).
27.1 Financial Data Schedule
(b) Reports on Form 8-K
On August 18, 1999, L-P filed a Current Report on
Form 8-K reporting matters under item 5 thereof.
On September 29, 1999, L-P filed a Current Report on
Form 8-K reporting matters under items 2 and 5 thereof.
17
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
LOUISIANA-PACIFIC CORPORATION
Date: February 15, 2000
By: /s/ Gary C. Wilkerson
------------------------------------
Gary C. Wilkerson
Vice President and General Counsel
Date: February 15, 2000 By: /s/ Curtis M. Stevens
------------------------------------
Curtis M. Stevens
Vice President, Chief Financial
Officer and Treasurer
(Principal Financial Officer)
18