LPX » Topics » (Address of principal executive offices) (Zip Code)

This excerpt taken from the LPX 8-K filed May 12, 2009.

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986-5600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Grant of Stock Award

At the Louisiana-Pacific Corporation (LP) Board Meeting held on May 8, 2009, the Compensation Committee approved an award pursuant to the 1997 Incentive Stock Award Plan of 43,573 share of LP’s Common Stock to Mr. Curtis Stevens in recognition of the successful completion of the recent refinancing efforts by the Company.

Approval of 1997 Incentive Stock Award Plan

At the 2009 Annual Meeting of Stockholders on May 7, 2009, the stockholders of the LP approved the 1997 Incentive Stock Award plan (the “Plan”). The description of the Plan is contained under the caption “Item 2 – Approval of Amended and Restated 1997 Incentive Stock Award Plan” and the plan under Appendix A in the Registrant’s Proxy Statement dated May 7, 2009, and is incorporated herein by reference.

Approval of Modified Performance Goals

At the 2009 Annual Meeting of Stockholders on May 7, 2009, the stockholders of the LP approved the modified performance goals under its annual cash incentive award plan (the “Plan”). The description of the Plan is contained under the caption “Item 3 –Approval of Modified Performance Goals under the Annual Cash Incentive Award Plan” in the Registrant’s Proxy Statement dated May 7, 2009, and is incorporated herein by reference


This excerpt taken from the LPX 8-K filed May 5, 2009.

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986-5600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

The information in this Form 8-K and Exhibit 99.1, attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On May 5, 2009 Louisiana - Pacific Corporation issued a press release announcing financial results for the fiscal quarter ended March 31, 2009, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), the attached press release discloses (1) continuing earnings before interest expense, taxes, depreciation and amortization (“EBITDA from continuing operations”) and (2) income (loss) from continuing operations excluding (gain) loss on sale or impairment of long lived assets and other operating credits and charges, net each of which is a non-GAAP financial measure. Neither of these non-GAAP financial measures is a substitute for the GAAP measure of net income from continuing operations or operating cash flows or any other GAAP financial measures.

We have EBITDA from continuing operations in the press release because we use it as an important supplemental measure of our performance and believe that similar measures are frequently used by securities analysts, investors and other interested persons in the evaluation of companies in our industry, some of which present EBITDA when reporting their results. We use EBITDA from continuing operations to evaluate our performance as compared to other companies in our industry that have different financing and capital structures and/or tax rates. It should be noted that companies calculate EBITDA differently and, therefore, as presented for us may not be comparable to EBITDA reported by other companies. In addition, EBITDA has material limitations as a performance measure because it excludes interest expense, income tax (benefit) expense, depreciation and amortization which are necessary to operate our business or which we otherwise incurred or experienced in connection with the operation of our business.

We believe that income (loss) from continuing operations excluding (gain) loss on sale or impairment of long lived assets and other operating credits and charges, net is a useful measure for evaluating our ability to generate earnings from continuing operations and that providing this measure will allow investors to more readily compare the earnings referred to in the press release to our earnings for past and future periods. We believe that this measure is particularly useful where the amounts of the excluded items are not consistent between the periods presented. It should be noted that other companies may present similarly-titled measures differently and, therefore, as presented by us may not be comparable to similarly-titled measures reported by other companies. In addition, income (loss) from continuing operations excluding (gain) loss on sale or impairment of long-lived assets and other operating credits and charges, net has material limitation as a performance measure because it excludes items that are actually incurred or experienced in connection with the operations of our business.

 

Item 9.01 Financial Statements, Pro Forma Financial Statements and Exhibits.

 

  (d) Exhibits.

 

  99.1 Press release issued by Louisiana - Pacific Corporation on May 5, 2009 regarding Fourth Quarter ended March 31, 2009 results.

 

  99.2 Reconciliation of EBITDA from continuing operations


This excerpt taken from the LPX 8-K filed Mar 9, 2009.

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986-5600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


This excerpt taken from the LPX 8-K filed Mar 4, 2009.

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986-5600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 


Item 8.01. Other Events.

On March 3, 2009, Louisiana-Pacific Corporation (“LP”) announced that it has priced its offering of units (the “Units”) consisting of $375 million aggregate principal amount at maturity of Senior Secured Notes due 2017 (the “Notes”) and warrants (the “Warrants”) to purchase an aggregate of approximately 18.4 shares of LP common stock, representing approximately 15% of the total number of shares of LP common stock outstanding on a fully diluted basis, subject to mandatory cashless exercise provisions. The Notes will bear interest at an annual rate of 13% and will be issued at a price equal to 75% of the principal amount thereof to yield approximately 19%. LP expects to close the offering on March 10, 2009, subject to the satisfaction of customary closing conditions.

LP intends to use the net proceeds from the offering for general corporate purposes, including the retirement on the closing date of the offering of approximately $126.6 of its Senior Notes due 2010.

LP’s press release relating to the matters discussed above is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit No.

  

Description

99.1    Press Release, dated March 3, 2009.


This excerpt taken from the LPX 8-K filed Mar 2, 2009.

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986-5600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

On March 2, 2009, Louisiana-Pacific Corporation (the “Company”) announced that it has commenced an offering of units (the “Units”) consisting of $350 million aggregate principal amount at maturity of Senior Secured Notes due 2017 (the “Notes”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock.

The Company’s press release relating to the matters discussed above is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit No.

  

Description

99.1    Press Release, dated March 2, 2009.


This excerpt taken from the LPX 8-K filed Mar 2, 2009.

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986-5600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

On March 2, 2009, Louisiana-Pacific Corporation (“LP”) announced that it has commenced a consent solicitation with respect to proposed amendments to the indenture governing its 8.875% Senior Notes Due 2010 (the “Notes”). The proposed amendments would delete certain restrictive covenants from the indenture governing the Notes that presently restrict the ability of (i) LP to incur liens and security interests on its properties and assets and to enter into sale and lease-back transactions; (ii) the LP’s unrestricted subsidiaries to become restricted subsidiaries; and (iii) LP to merge or consolidate with or into any other person or transfer all or substantially all of its assets to any other person unless certain conditions are satisfied.

LP’s press release relating to the matters discussed above is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit No.

  

Description

99.1    Press Release, dated March 2, 2009.


This excerpt taken from the LPX 8-K filed Feb 27, 2009.

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986-5600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

The information in this Form 8-K and Exhibit 99.1, attached hereto, is furnished in accordance with SEC Release No. 33-8216. The information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On February 27, 2009 Louisiana - Pacific Corporation issued a press release announcing financial results for the fiscal quarter ended December 31, 2008, a copy of which is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements, Pro Forma Financial Statements and Exhibits.

 

  (d) Exhibits.

 

99.1    Press release issued by Louisiana - Pacific Corporation on February 27, 2009 regarding Fourth Quarter ended December 31, 2008 results.


This excerpt taken from the LPX 8-K filed Feb 19, 2009.

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986-5600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Establishment of 2009 Annual Cash Incentive Award Opportunities

At a meeting of the Compensation Committee of the Board of Directors of Louisiana-Pacific Corporation (“LP”) held on February 12, 2009, the Compensation Committee established 2009 annual target cash incentive award opportunities under the Louisiana-Pacific Corporation Annual Cash Incentive Award Plan. The award opportunities are subject to the achievement of a combination of corporate performance and individual performance goals. The award opportunities for LP’s executive officers are as follows: Mr. Frost, 75% of base salary, or $630,000; Mr. Stevens, 55% of base salary, or $260,000; Mr. Olszewski, 55% of base salary, or $206,000; and Mr. Wagner, 55% of base salary, or $182,000.

The performance goals for each executive officer are based 50% on LP’s corporate performance as measured by available cash balance (as defined by the committee) as of December 31, 2009 and 50% on objective individual goals unique to each of them. Depending upon the extent to which performance goals are determined to have been met, the actual amount paid as a cash incentive award could range from 0% to 150% of the target amount relating to corporate performance and from 0% to 150% of the target amount relating to individual performance. No award will be greater than 150% of the total opportunity. The applicability of specified potential adjustments to reported available cash for computational purposes, and the satisfaction of corporate and individual performance goals, will be determined by the Compensation Committee following the end of 2009. Cash payments, if any, will be made as soon as practicable after the determination of the amount of the awards.

The business criteria on which individual performance goals are based include financial, strategic and other goals related to the performance of LP (in the case of Mr. Frost), specified business units (in the cases of Messrs. Olszewski and Wagner) or specified functional areas (in the case of Mr. Stevens) for which an executive has responsibility and goals related to success in developing and implementing particular tasks assigned to an individual executive. These goals, therefore, vary depending upon the responsibilities of individual executives. Goals for one or more of LP’s executive officers include goals related to cash preservation, strategic planning and execution, acquisition and disposition of specified assets, success in developing and implementing particular management plans or systems, leadership, succession planning, relationships with specified constituencies and other specified goals.

Additional Information

The information set forth above should be read in connection with the information set forth under the caption “Executive Compensation” in LP’s Proxy Statement relating to its 2008 Annual Meeting of Stockholders, which is available at LP’s website at www.lpcorp.com and the Securities and Exchange Commission’s website at www.sec.gov.


This excerpt taken from the LPX 8-K filed Jan 22, 2009.

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986-5600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

The information set forth under the caption “Recent Developments” under “Item 8.01. Other Events” is incorporated herein by reference.

 

Item 8.01. Other Events.

Recent Developments

The following information is being provided in this Current Report on Form 8-K to provide updated information with respect to various matters.

Over the past several quarters we have focused intensely on reducing our rate of cash use. In this regard, we have suspended dividends, indefinitely curtailed operations at four OSB mills, taken significant downtime at many other production facilities to manage working capital, and reduced planned capital spending to $20 million-$25 million per year for the next several years. We have also eliminated approximately 200 salaried positions, representing approximately 14% of our salaried workforce, through our “right sizing” initiatives. In addition, we have implemented a salaried wage freeze, reduced certain employee benefits, closed a research and development facility and reduced expenditures for marketing and sales.

Although the amounts and timing of the expected cost savings may vary, we expect the actions described above to reduce our cash consumption in 2009 compared to 2008 as follows:

 

   

Dividend suspension – $31 million

 

   

Capital expenditures (including acquisition of joint venture interest) – $135 million-$140 million

 

   

OSB mill curtailments – $30 million

 

   

“Right-sizing” and other actions – $40 million-$45 million


As of December 31, 2008, our cash, cash equivalents, short and long term investments and restricted cash totaled approximately $215 million, our long-term debt was approximately $249 million (including current maturities but excluding approximately $253 million of limited recourse notes payable), and we had no short term borrowings outstanding. In November 2008, we received $20 million on our notes receivable from asset sales and paid $20 million on our limited recourse notes payable. In December 2008, we repaid our $125 million Canadian term loan (equivalent to $101 million in US dollars at time of payment) at maturity and also terminated and paid all amounts outstanding under our Canadian demand facility. During the fourth quarter of 2008, we spent approximately $5 million on capital expenditures and paid the final $10 million associated with our acquisition of 75% of a Brazilian OSB facility. We also received tax refunds during the fourth quarter totaling $7 million. In 2009, based upon preliminary calculations, we expect to receive approximately $90 million in tax refunds and make payments of $10 million.

As of the date of this report, we are actively considering other possible measures to enhance our overall liquidity. Such measures include possible financing and refinancing transactions, including the possible issuance of secured or unsecured debt, equity or hybrid securities and/or the entry into one or more credit facilities. In light of recent turmoil in the capital markets, however, there can be no assurance as to whether, when or the terms (including the amount, maturity and pricing of any such securities and /or commitments and borrowings under any such credit facility) upon which any such transactions will be consummated.

As of the date of this report, we were in the process of preparing our financial statements for the quarter and year ended December 31, 2008. Consequently, full financial information for the quarter and fiscal year are not yet available, and the data presented above and below should be viewed as being preliminary and subject to possible change.

We estimate that our revenues for the fourth quarter of 2008 were approximately $250 million, as compared to $377 million of revenues for the fourth quarter of 2007. The fourth quarter of 2008 was characterized by extremely low demand for all of our products. The housing market continued to decline, the market channel experienced numerous site closures and location consolidations, the disruption in the credit markets forced inventory liquidations by our customers, and the overall economic pessimism lowered the sales of our products. In response, we took significant production curtailments across our operations and aggressively implemented our “right-sizing” actions.

Based upon our preliminary results, we expect improvements in the combined operating performance for the segments discussed below:

 

   

For OSB, we expect to report a decrease in operating losses of more than 40% and a decrease in sales of 40%-45% compared to the fourth quarter of 2007 when operating losses were $54.1 million and sales were $188.8 million. The improvement in operating results is due to a slightly higher average sales price, strengthening of the U.S. dollar, operational curtailments and reduction in the cost of petroleum-based raw materials, primarily resins and wax.

 

   

For Siding, we expect to report an increase in operating losses of about $7 million and a 15%-20% decline in sales compared to the fourth quarter of 2007, when operating losses were $4.3 million and sales were $91.6 million. This decrease in operating results is primarily driven by a significant decline in sales volumes and an increase in costs associated with significant curtailments taken at various mills during the quarter.

 

   

For EWP, we expect to report an increase in operating losses of about $10 million and a 35%-40% decline in sales compared to the fourth quarter of 2007 when operating losses were $2.6 million and sales were $71.9 million. This decrease in operating results is primarily attributable to significant declines in sales volumes in both I-Joist and LVL, costs associated with curtailments and start-up costs associated with our LSL mill in Houlton, Maine.


We expect our unallocated costs (primarily corporate level selling, general and administrative expenses) to decline by almost 10% compared to the fourth quarter of 2007, primarily due to cost containment.

For the fourth quarter of 2008, we expect to reduce the carrying value of our auction rate securities by an additional $28 million, although these securities continue to pay interest at the stated interest rates. We also expect to increase our warranty and settlement reserves in the quarter by no more than $20 million and to recognize approximately $9 million in severance costs.

We are in the process of calculating the impact of our defined benefit pension plans on our financial statement as of and for the year ended December 31, 2008. Although the calculations have not been completed, we believe that we will be required to record a material charge to other comprehensive income in the equity section of our balance sheet due principally to the impact of expected losses on assets in the plans. As of the date of this report, we expect our defined benefit plan cash funding requirements for 2009 to be between $3 million and $10 million.

We review our goodwill for impairment annually as of October 1 and between annual test dates in certain circumstances. We completed our annual impairment testing as of October 1, 2008 and did not record any impairment. However, due to a subsequent decline in our market capitalization, we believe it is likely that our analysis as of December 31, 2008 will result in a non-cash impairment charge in an amount that we cannot reasonably estimate until we complete this analysis. As of September 30, 2008, the balance of our goodwill was $278 million.


This excerpt taken from the LPX 8-K filed Nov 20, 2008.

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986-5600

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events

On November 18, 2008, Louisiana-Pacific Corporation announced additional actions being taken to reduce its rate of cash use. When reporting third quarter results on November 4, 2008, the company was unable to provide full details on the extent of actions taken because it had not yet announced the decisions internally.

LP’s press release relating to the matters discussed above is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No.

  

Description

99.1    Press Release, dated November 18, 2008.


This excerpt taken from the LPX 8-K filed Nov 13, 2008.

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986-5600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.03 Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year

On November 7, 2008, the Company amended its Bylaws to increase the mandatory retirement age of its Board of Directors from 70 to 72. A copy of the revised Bylaws is attached hereto as Exhibit 3.2.

 

Item 9.01 Financial Statement and Exhibits

 

  (d) Exhibits

 

3.2

   Bylaws of Louisiana-Pacific Corporation, dated November 7, 2008


This excerpt taken from the LPX 8-K filed Nov 4, 2008.

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986-5600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

The information in this Form 8-K and Exhibit 99.1, attached hereto, is furnished in accordance with SEC Release No. 33-8216. The information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On November 4, 2008 Louisiana - Pacific Corporation issued a press release announcing financial results for the fiscal quarter ended September 30, 2008, a copy of which is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements, Pro Forma Financial Statements and Exhibits.

 

  (d) Exhibits.

 

99.1    Press release issued by Louisiana - Pacific Corporation on November 4, 2008 regarding Third Quarter ended September 30, 2008 results.


This excerpt taken from the LPX 8-K filed Sep 8, 2008.

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986-5600

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events

On September 4, 2008, Louisiana-Pacific Corporation (“LP”) announced that it will curtail operations indefinitely at its oriented strand board (OSB) mills in Chambord, Quebec, and Athens, Ga. Operations will be curtailed at the two mills effective during the fourth quarter of this year.

As a result of these announced closures, LP expects to record severance charges of approximately $3 to $4 million over the third and fourth quarters of 2008.

LP’s press release relating to the matters discussed above is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No.

  

Description

99.1    Press Release, dated September 4, 2008.


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